UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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 Section 240.14a-12
Advent Claymore Convertible Securities and Income Fund
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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.
(1) Title of each class of securities to which transaction applies:
N/A
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
------------------------------------------------------------------------
(5) Total fee paid:
N/A
------------------------------------------------------------------------
/ / 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.
(1) Amount Previously Paid:
N/A
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
N/A
------------------------------------------------------------------------
(3) Filing Party:
N/A
------------------------------------------------------------------------
(4) Date Filed:
N/A
------------------------------------------------------------------------
[ADVENT CAPITAL MANAGEMENT, LLC LOGO]
[CLAYMORE LOGO]
ADVENT CLAYMORE CONVERTIBLE SECURITIES AND INCOME FUND
1065 AVENUE OF THE AMERICAS, 31ST FLOOR
NEW YORK, NEW YORK 10018
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 28, 2004
Notice is hereby given to the Shareholders of Advent Claymore Convertible
Securities and Income Fund (the "Trust") that the Annual Meeting of Shareholders
of the Trust (the "Annual Meeting") will be held at the offices of the Trust's
counsel, Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, 38th Floor,
New York, New York 10036 on Thursday, October 28, 2004, at 8:30 a.m. (Eastern
time). The Annual Meeting is being held for the following purposes:
1. To elect three Trustees, each to hold office for the term indicated in
the attached Proxy Statement and until their successors shall have
been elected and qualified.
2. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
THE BOARD OF TRUSTEES (THE "BOARD") OF THE TRUST, INCLUDING THE INDEPENDENT
TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.
The Board of Trustees has fixed the close of business on September 22, 2004
as the record date for the determination of Shareholders entitled to notice of,
and to vote at, the Annual Meeting. We urge you to mark, sign, date, and mail
the enclosed proxy in the postage-paid envelope provided or record your voting
instructions via telephone or the internet so you will be represented at the
Annual Meeting.
By order of the
Board of Trustees
/s/ Rodd Baxter
Rodd Baxter, Secretary of the Trust
New York, New York
September 29, 2004
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING IN
PERSON OR BY PROXY. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
VOTE BY TELEPHONE, INTERNET OR MAIL. IF VOTING BY MAIL PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. IF YOU
ATTEND THE ANNUAL MEETING AND WISH TO VOTE IN PERSON, YOU WILL BE ABLE TO DO SO
AND YOUR VOTE AT THE ANNUAL MEETING WILL REVOKE ANY PROXY YOU MAY HAVE
SUBMITTED. MERELY ATTENDING THE 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 BY TELEPHONE OR THROUGH
THE INTERNET PURSUANT TO THE INSTRUCTIONS CONTAINED ON THE PROXY CARD) TODAY.
ADVENT CLAYMORE CONVERTIBLE SECURITIES AND INCOME FUND
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 28, 2004
This document will give you the information you need to vote on the matter
listed on the accompanying Notice of Annual Meeting of Shareholders ("Notice of
Annual Meeting"). Much of the information in this proxy statement ("Proxy
Statement") is required under rules of the Securities and Exchange Commission
("SEC"); some of it is technical. If there is anything you don't understand,
please contact us at our toll-free number, 866.274.2227.
This Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees (the "Board") of the Trust of proxies to be voted at the
Annual Meeting of Shareholders of the Trust to be held on Thursday, October 28,
2004, and any adjournment or postponement thereof (the "Annual Meeting"). The
Annual Meeting will be held at the offices of the Trust's counsel, Skadden,
Arps, Slate, Meagher & Flom LLP, 4 Times Square, 38th Floor, New York, New York
10036 on October 28, 2004, at 8:30 a.m. (Eastern time). This Proxy Statement and
the enclosed proxy card are first being sent to the Trust's shareholders on or
about October 1, 2004.
- WHY IS A SHAREHOLDER MEETING BEING HELD?
Because the common shares of the Trust are listed on a nationally
recognized stock exchange that requires the Trust to hold an annual
meeting of shareholders.
- WHAT PROPOSAL WILL BE VOTED ON?
Shareholders of the Trust are being asked to elect three Trustees to
the Board (the "Proposal").
- WILL YOUR VOTE MAKE A DIFFERENCE?
YES! Your vote is important and will make a difference in the
governance of the Trust, no matter how many shares you own.
- WHO IS ASKING FOR YOUR VOTE?
The enclosed proxy is solicited by the Board of the Trust for use at
the Annual Meeting to be held on Thursday, October 28, 2004, and, if
the Annual Meeting is adjourned or postponed, at any later meetings,
for the purposes stated in the Notice of Annual Meeting (see previous
page). The Notice of Annual Meeting, the proxy and this Proxy
Statement are being mailed on or about October 1, 2004.
- HOW DOES THE BOARD RECOMMEND THAT SHAREHOLDERS VOTE ON THE PROPOSAL?
The Board unanimously recommends that you vote "for" the Proposal.
- WHO IS ELIGIBLE TO VOTE?
Shareholders of record of the Trust at the close of business on
September 22, 2004 are entitled to be present and to vote at the
Annual Meeting or any adjournment or postponement thereof. Each share
is entitled to one vote. Shares represented by duly executed proxies
will be voted in accordance with your instructions. If you sign the
proxy, but don't fill in a vote, your shares will be voted in
accordance with the Board's recommendation. If any other business is
brought before your Trust's Annual Meeting, your shares will be voted
at the proxies' discretion unless you specify otherwise in your proxy.
- HOW MANY SHARES OF THE TRUST WERE OUTSTANDING AS OF THE RECORD DATE?
At the close of business on September 22, 2004, the Trust had
23,352,574 common shares outstanding and 11,000 preferred shares
outstanding.
1
THE PROPOSAL: TO ELECT DIRECTORS
- WHO ARE THE NOMINEES FOR TRUSTEE?
The Trustees of the Trust are classified into three classes of
Trustees: Class I Trustees, Class II Trustees and Class III Trustees
as follows:
CLASS I TRUSTEES
-Mr. Gerald L. Seizert, Mr. Ronald E. Toupin, Jr. and Mr. Derek Medina
are the Class I Trustees. They are standing for re-election at the
Annual Meeting.
CLASS II TRUSTEES
-Mr. Michael A. Smart* and Mr. Ronald A. Nyberg* are the Class II
Trustees. It is currently anticipated that they will stand for
re-election at the Trust's 2005 annual meeting of shareholders.
CLASS III TRUSTEE
-Mr. Tracy V. Maitland and Mr. Nicholas Dalmaso are the Class III
Trustees. It is currently anticipated that they will stand for
re-election at the Trust's 2006 annual meeting of shareholders.
----------
* Designated as Trustees representing the Trust's preferred shareholders.
As indicated in the above table, shareholders are being asked to elect the
following three Class I Trustees at the Annual Meeting: Mr. Gerald L. Seizert,
Mr. Ronald E. Toupin, Jr. and Mr. Derek Medina. The holders of the Trust's
common and the holders of the Trust's preferred shares will have equal voting
rights (i.e., one vote per share), and will vote together as a single class with
respect to the election of each Class I Trustee.
Each Class I Trustee will hold office for three years or until his
successor shall have been elected and qualified. The other Trustees of the Trust
will continue to serve under their current terms and will be elected at
subsequent annual meetings of shareholders as indicated above. Each Class I
Trustee is currently a Trustee of the Trust. Unless authority is withheld, it is
the intention of the persons named in the proxy to vote the proxy "FOR" the
election of the Class I Trustees named above. Each Class I Trustee has indicated
that he has consented to serve as a Trustee if elected at the Annual Meeting. If
a designated 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.
Certain information concerning the Trustees and officers of the Trust is
set forth in the table below. Except as indicated in the chart below, each
individual has held the office shown or other offices in the same company since
March 27, 2003. The "interested" Trustees (as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act")) are indicated by an
asterisk(*). Independent Trustees are those who are not interested persons of
the Trust or the Trust's investment advisor, Advent Capital Management, LLC
("Advent" or the "Advisor") and comply with the definition of "independent" (as
defined in Rule 10A-3 of the Securities Exchange Act of 1934) (the "Independent
Trustees"). Each Trustee has served in such capacity since the Trust commenced
its operations on March 27, 2003. The Trust is the only registered fund in the
Advent fund complex. The business address of each Trustee and officer is c/o
Advent Capital Management, LLC, 1065 Avenue of the Americas, 31st Floor, New
York, New York 10018.
2
TRUSTEES
POSITION HELD PRINCIPAL OCCUPATION OTHER DIRECTORSHIPS
NAME AND AGE WITH TRUST DURING THE PAST FIVE YEARS HELD BY TRUSTEE
------------------------------- -------------------- ----------------------------------- -----------------------------------
INTERESTED TRUSTEES:
Tracy V. Maitland+ Age: 44 Trustee, Chairman, President of Advent Capital None.
President and Chief Management, LLC, which he founded
Executive Officer(1) in June, 2001. Prior to June, 2001,
President of Advent Capital
Management, a division of Utendahl
Capital.
Nicholas Dalmaso+ Age: 39 Trustee(1) Senior Managing Director and Trustee, MBIA Capital/Claymore
General Counsel of Claymore Managed Duration Investment Grade
Advisors, LLC and Claymore Municipal Fund; Western
Securities, Inc. from 2001-present. Asset/Claymore U.S. Treasury
Manager, Claymore Fund Management Inflation Protected Securities
Company, LLC. Formerly, Assistant Fund; Western Asset/Claymore U.S.
General Counsel, John Nuveen and Treasury Inflation Protected
Company Inc. (asset manager) Securities Fund 2; Flaherty &
(1999-2001). Former Vice President Crumrine/Claymore Preferred
and Associate General Counsel of Securities & Income Fund; Flaherty
Van Kampen Investments, Inc. & Crumrine/Claymore Total Return
(1992-1999). Fund; Dreman/Claymore Dividend &
Income Fund; TS&W/Claymore
Tax-Advantaged Balanced Fund; and
Madison/Claymore Covered Call Fund.
INDEPENDENT TRUSTEES
Derek Medina Age: 37 Trustee(1) Vice President, Business Affairs Director of Young Scholar's
and News Planning at ABC News from Institute. Former Director of
2003-present. Formerly Executive Episcopal Social Services.
Director, Office of the President
at ABC News (2000-2003). Former
associate at Cleary Gottlieb Steen
& Hamilton (law firm) (1995-1998).
Former associate in Corporate
Finance at J.P. Morgan/ Morgan
Guaranty (1988-1990).
3
POSITION HELD PRINCIPAL OCCUPATION OTHER DIRECTORSHIPS
NAME AND AGE WITH TRUST DURING THE PAST FIVE YEARS HELD BY TRUSTEE
------------------------------- -------------------- ----------------------------------- -----------------------------------
Ronald A. Nyberg Age: 51 Trustee(1) Founding Partner of Nyberg & Director, Edward Hospital
Gustafson, a law firm specializing Foundation, Naperville, IL;
in Corporate Law, Estate Planning Trustee, North Park University,
and Business Transactions from Chicago; Trustee, MBIA
2000-present. Formerly, Executive Capital/Claymore Managed Duration
Vice President, General Counsel and Investment Grade Municipal Fund;
Corporate Secretary of Van Kampen Western Asset/Claymore U.S.
Investments (1982-1999). Former Treasury Inflation Protected
associate of Querrey & Harrow, a Securities Fund; Western
law firm (1978-1982). Asset/Claymore U.S. Treasury
Inflation Protected Securities Fund
2; Dreman/Claymore Dividend and
Income Fund; TS&W/Claymore Tax-
Advantaged Balanced Fund; and
Madison/Claymore Covered Call Fund.
Gerald L. Seizert Age: 52 Trustee(1) Chief Executive Officer of Seizert Former Director of Loomis, Sayles
Capital Partners, LLC, where he and Co., L.P.
directs the equity disciplines of
the firm and serves as a co-manager
of the firm's hedge fund, Proper
Associates, LLC from 2000-present.
Formerly Co-Chief Executive
(1998-1999) and a Managing Partner
and Chief Investment Officer-
Equities of Munder Capital
Management, LLC (1995-1999). Former
Vice President and Portfolio
Manager of Loomis, Sayles & Co.,
L.P. (asset manager) (1984-1995).
Former Vice President and Portfolio
Manager at First of America Bank
(1978-1984).
4
POSITION HELD PRINCIPAL OCCUPATION OTHER DIRECTORSHIPS
NAME AND AGE WITH TRUST DURING THE PAST FIVE YEARS HELD BY TRUSTEE
------------------------------ --------------- ---------------------------- -----------------------------------------
Michael A. Smart Age: 44 Trustee(1) Managing Partner, Williams Director, Country Pure Foods.
Capital Partners, L.P.,
Advisor to First Atlantic
Capital Ltd., a private
equity firm (2001-present).
Formerly a Managing Director
in Investment Banking-The
Private Equity Group
(1995-2001) and a Vice
President in Investment
Banking-Corporate Finance
(1992-1995) at Merrill Lynch
& Co. Founding Partner of
The Carpediem Group, a
private placement firm
(1991-1992). Former
associate at Dillon, Read
and Co. (investment bank)
(1988-1990).
Ronald E. Toupin, Jr. Age: 46 Trustee(1) Formerly Vice President, Trustee, MBIA Capital/Claymore Managed
Manager and Portfolio Duration Investment Grade Municipal Fund;
Manager of Nuveen Asset Western Asset/Claymore U.S. Treasury
Management (1998-1999), Vice Inflation Protected Securities Fund;
President of Nuveen Western Asset/Claymore U.S. Treasury
Investment Advisory Inflation Protected Securities Fund 2;
Corporation (1992-1999), Dreman/Claymore Dividend and Income Fund;
Vice President and Manager TS&W/Claymore Tax-Advantaged Balanced
of Nuveen Unit Investment Fund; and Madison/Claymore Covered Call
Trusts (1991-1999), and Fund.
Assistant Vice President and
Portfolio Manager of Nuveen
Unit Trusts (1988-1999),
each of John Nuveen &
Company, Inc. (asset
manager) (1982-1999).
---------------
+ "Interested person" of the Trust as defined in the 1940 Act. Mr. Maitland
is an interested person due to his relationship with the Advisor. Mr.
Dalmaso in an interested person due to his relationship with the Trust's
Servicing Agent.
(1) Trustee since inception of the Trust. After a Trustee's initial term, each
trustee is expected to serve a three year term concurrent with the class of
Trustees for which he serves.
EXECUTIVE OFFICERS
OFFICERS:
PRINCIPAL OCCUPATION DURING
NAME AND AGE TITLE THE PAST FIVE YEARS
----------------------------- ---------------------- ---------------------------------------------------------------
F. Barry Nelson Age: 61 Vice President and Co-Portfolio Manager and Research Director at Advent Capital
Assistant Secretary Management, LLC from June, 2000 to present. Prior to June,
2000, Mr. Nelson held the same position at Advent Capital
Management, a division of Utendahl Capital.
5
OFFICERS:
PRINCIPAL OCCUPATION DURING
NAME AND AGE TITLE THE PAST FIVE YEARS
----------------------------- ---------------------- ---------------------------------------------------------------
Les Levi Age: 51 Vice President Advent Capital Management, LLC: Managing Director - High Yield
Investments, 2002 - present; JP Morgan Chase: Managing
Director, High Yield - Investment Banking, 2001-2002; Managing
Director, High Yield Research, 1997-2000.
Rodd Baxter Age: 54 Secretary Advent Capital Management, LLC: General Counsel--Legal, 2002 to
present; SG Cowen Securities Corporation: Director and Senior
Counsel, 1998-2002; Cowen & Co: General Counsel of Cowen Asset
Management, 1992-1998.
Bruce Berger Age: 32 Treasurer and Chief Advent Capital Management, LLC: Controller, 2004 - present;
Financial Officer Maple Securities: Controller, 2001-2004; Arthur Andersen:
Manager, 1998-2001.
- DOES THE BOARD HAVE ANY COMMITTEES?
Yes. 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 Trustees
or otherwise. Two of the committees of the Board are the Audit Committee
and the Nominating Committee.
AUDIT COMMITTEE
The Board has an Audit Committee, composed of three of the Trust's
Independent Trustees, which is charged with selecting a firm of independent
accountants for the Trust and reviewing accounting matters with the
accountants.
The Audit Committee presents the following report:
The Audit Committee has performed the following functions: (i) the Audit
Committee reviewed and discussed the audited financial statements of the
Trust with management of the Trust, (ii) the Audit Committee discussed with
the independent auditors 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 independent auditors
required by ISB Standard No. 1 and has discussed with the auditors the
auditors' independence and (iv) the Audit Committee recommended to the
Board of Trustees of the Trust that the financial statements be included in
the Trust's Annual Report for the past fiscal year.
The members of the Audit Committee are Messrs. Seizert, Smart and Toupin,
all of whom are Independent Trustees.
The Audit Committee is governed by a written charter, which was approved by
the Board on June 19, 2003 and is attached hereto as Appendix A.
NOMINATING COMMITTEE
The Board has a Nominating Committee, which performs the functions set
forth in the Trust's Nominating Committee Charter. The Nominating Committee
is composed of the Trust's Independent Trustees.
As part of its duties, the Nominating Committee makes recommendations to
the full Board with respect to candidates for the Board. The Nominating
Committee will consider trustee candidates recommended by shareholders. In
considering candidates submitted by shareholders, the Nominating Committee
will take into consideration the needs of the Board and the qualifications
of the candidate. The Nominating Committee may also take into consideration
the number of shares held by the recommending shareholder
6
and the length of time that such shares have been held. To have a
candidate considered by the Nominating Committee, a shareholder must
submit the recommendation in writing and must include:
- The name of the shareholder and evidence of the person's ownership of
shares of the Trust, including the number of shares owned and the
length of time of ownership; and
- The name of the candidate, the candidate's resume or a listing of his
or her qualifications to be a Trustee of the Trust and the person's
consent to be named as a Trustee if selected by the Nominating
Committee and nominated by the Board.
The shareholder recommendation and information described above must be
sent to the Trust's Secretary, c/o Advent Capital Management, LLC, 1065
Avenue of the Americas, 31st Floor, New York, New York 10018 and must be
received by the Secretary not less than 120 days prior to the
anniversary date of the Trust's most recent annual meeting of
shareholders.
The Nominating Committee Charter of the Trust is attached hereto as
Appendix B.
- DOES THE TRUST HAVE A POLICY WITH RESPECT TO THE ATTENDANCE OF TRUSTEES
AT THE ANNUAL MEETING?
It is the Trust's policy to encourage Trustees to attend annual
meetings.
- HOW CAN THE TRUST'S SHAREHOLDERS SEND COMMUNICATIONS TO THE TRUSTEES?
Shareholders and other interested parties may contact the Board or any
member of the Board by mail. To communicate with the Board or any member
of the Board, correspondence should be addressed to the Board or the
Board members with whom you wish to communicate by either name or title.
All such correspondence should be sent c/o Secretary of the Trust at
1065 Avenue of the Americas, 31st Floor, New York, New York 10018.
- HOW LARGE A STAKE DO THE TRUSTEES HAVE IN THE TRUST?
As of August 15, 2004, the Trustees owned shares of common stock of the
Trust in the following amounts:
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES
DOLLAR RANGE OF EQUITY OVERSEEN BY TRUSTEES IN FAMILY OF
NAME OF TRUSTEE SECURITIES IN THE FUND REGISTERED INVESTMENT COMPANIES(++)
--------------- ---------------------- -------------------------------------------
Tracy V. Maitland Over $100,000 Over $100,000
Nicholas Dalmaso $0 $0
Derek Medina $0 $0
Ronald A. Nyberg $10,001 - $50,000 $10,001 - $50,000
Gerald L. Seizert $10,001 - $50,000 $10,001 - $50,000
Michael A. Smart $0 $0
Ronald E. Toupin, Jr. $0 $0
----------
(++) The "family of registered investment companies" includes only the Trust.
As of August 15, 2004, each Trustee and the Trustees and officers of the
Trust as a group owned less than 1% of the outstanding shares of the
Trust.
- HOW OFTEN DO THE TRUSTEES MEET?
Three meetings of the Board were held during the period from the Trust's
inception through October 31, 2003. Three meetings of the Audit
Committee of the Trust were held during the period from the Trust's
inception through October 31, 2003. The Nominating Committee was formed
as of September 15, 2004 and, as a result, did not meet during the
period from the Trust's inception through October 31, 2003. Each Trustee
attended at least 75% of the meetings of the Board (and any committee
thereof on which he serves) held during the period from the Trust's
organization through October 31, 2003.
7
- WHAT ARE THE TRUSTEES PAID FOR THEIR SERVICES?
The following table provides information regarding the compensation of
the Trust's Trustees. This table assumes that the Trust had a full
fiscal year of operations:
ESTIMATED COMPENSATION ESTIMATED TOTAL COMPENSATION
NAME OF BOARD MEMBER FROM THE TRUST(1) FROM THE FUND COMPLEX(1)
-------------------- ---------------------- ----------------------------
Tracy V. Maitland $ 0 $ 0
Nicholas Dalmaso $ 0 $ 0
Derek Medina $ 9,000 $ 9,000
Ronald A. Nyberg $ 9,000 $ 9,000
Gerald L. Seizert $ 10,000 $ 10,000
Michael A. Smart $ 10,000 $ 10,000
Ronald E. Toupin, Jr. $ 10,000 $ 10,000
----------
(1) Assumes the Trust had a full fiscal year of operations.
THE BOARD OF THE TRUST, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.
FURTHER INFORMATION ABOUT VOTING AND THE ANNUAL MEETING
The cost of soliciting proxies will be borne by the Trust. In addition,
certain officers, directors and employees of the Trust and the Advisor (none of
whom will receive additional compensation therefor) may solicit proxies by
telephone or mail.
Information regarding how to vote via telephone or internet is included on
the enclosed proxy card.
The affirmative vote of a majority of the shares present at the Annual
Meeting at which a quorum (i.e., a majority of the shares entitled to vote on
the Proposal) is present is necessary to approve the Proposal.
Abstentions 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 be counted as shares
present at the Meeting and will not affect the result of the vote on the
Proposal.
All properly executed proxies received prior to the Annual Meeting will be
voted at the Annual Meeting in accordance with the instructions marked thereon
or otherwise as provided therein. Shareholders may revoke their proxies at any
time prior to the time they are voted by giving written notice to the Secretary
of the Trust, by delivering a subsequently dated proxy prior to the date of the
Annual Meeting or by attending and voting at the Annual Meeting.
The Board of the Trust has fixed the close of business on September 22,
2004 as the record date for the determination of shareholders of the Trust
entitled to notice of, and to vote at, the Annual Meeting. Shareholders of the
Trust on that date will be entitled to one vote on each matter to be voted on by
the Trust for each share held and a fractional vote with respect to fractional
shares with no cumulative voting rights.
INVESTMENT ADVISOR
Advent Capital Management, LLC acts as the Trust's investment advisor.
Advent is responsible for making investment decisions with respect to the
investment of the Trust's assets. Advent is located at 1065 Avenue of the
Americas, 31st Floor, New York, New York 10018. As of August 15, 2004, Advent
had approximately $4 billion in assets under management.
INDEPENDENT AUDITOR
PricewaterhouseCoopers LLP ("PWC") has been selected as the independent
auditor by the Audit Committee of the Trust and ratified by a majority of the
Trust's Board, including a majority of the Independent Trustees, by vote cast in
person, to audit the accounts of the Trust for and during the Trust's fiscal
year ending in 2003 and 2004. The Trust does not know of any direct or indirect
financial interest of PWC in the Trust.
Representatives of PWC will 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.
8
ADMINISTRATOR
The Bank of New York, located at One Wall Street, New York, New York 10286,
serves as the Trust's administrator.
AUDIT FEES
The aggregate fees billed to the Trust by PWC for professional services
rendered for the audit of the Trust's annual financial statements for the period
from March 27, 2003 (inception of Trust) through October 31, 2003 were $65,000.
AUDIT-RELATED FEES
The aggregate fees billed by PWC and approved by the Audit Committee of the
Trust for the period from March 27, 2003 (inception of the Trust) through
October 31, 2003 for assurance and related services reasonably related to the
performance of the audit of the Trust's annual financial statements were $45,500
(such fees relate to the performance by PWC of agreed-upon procedures in
connection with the Trust's Auction Market Preferred Shares and for services
rendered, and out of pocket expenses incurred, in connection with Trust
registration statements, comfort letters and consents). PWC did not perform any
other assurance and related services that were required to be approved by the
Trust's Audit Committee for such period.
TAX FEES
The aggregate fees billed by PWC and approved by the Audit Committee of the
Trust for the period from March 27, 2003 (inception of Trust) through October
31, 2003 for professional services rendered for tax compliance, tax advice, and
tax planning were $6,000 (such fees relate to tax services provided by PWC in
connection with the Trust's excise tax calculations and review of the Trust's
tax returns). PWC did not perform any other tax compliance or tax planning
services or render any tax advice that were required to be approved by the
Trust's Audit Committee for such period.
ALL OTHER FEES
Other than those services described above, PWC did not perform any other
services on behalf of the Trust for the period from March 27, 2003 (inception of
the Trust) through October 31, 2003.
AGGREGATE NON-AUDIT FEES
The aggregate non-audit fees billed by PWC from March 27, 2003 (inception
of the Trust) through October 31, 2003 for services rendered to the Trust were
$51,500.
In addition, the aggregate non-audit fees billed by PWC for the period from
March 27, 2003 through October 31, 2003 for services rendered to the Advisor, or
any entity controlling, controlled by, or under common control with the Advisor
that provides ongoing services to the Trust were $84,000.
AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES
On June 19, 2003, the Audit Committee of the Trust adopted Pre-Approval
Policies and Procedures, which are attached hereto as Annex A to the Audit
Committee Charter of the Trust which appears in Appendix A hereto. The Audit
Committee of the Trust has approved all audit and non-audit services provided by
PWC to the Trust, and all non-audit services provided by PWC to the Advisor, or
any entity controlling, controlled by, or under common control with the Advisor
that provides ongoing services to the Trust which are related to the operations
of the Trust.
PRINCIPAL SHAREHOLDERS
As of August 15, 2004, to the knowledge of the Trust, no person
beneficially owned more than 5% of the voting securities of any class of
securities of the Trust.
9
FINANCIAL STATEMENTS AND OTHER INFORMATION
THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF THE TRUST'S MOST RECENT
ANNUAL REPORT AND SEMI-ANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST. REQUESTS
SHOULD BE DIRECTED TO JEFF KEELE, C/O CLAYMORE SECURITIES, INC., 2455 CORPORATE
WEST DRIVE, LISLE, ILLINOIS 60532, 866.274.2227 (TOLL FREE).
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act require the Trust's officers and Trustees, certain officers of the
Trust's investment advisor, affiliated persons of the investment advisor, and
persons who beneficially own more than ten percent of the Trust's shares to file
certain reports of ownership ("Section 16 filings") with the SEC and the New
York Stock Exchange. Based upon the Trust's review of the copies of such forms
effecting the Section 16 filings received by it, the Trust believes that for the
period from March 27, 2003 (the inception of the Trust) through October 31,
2003, all filings applicable to such persons were completed and filed.
PRIVACY PRINCIPLES OF THE TRUST
The Trust 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 Trust collects,
how the Trust protects that information and why, in certain cases, the Trust may
share information with select other parties.
Generally, the Trust 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 Trust. The Trust 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 Trust restricts access to non-public personal information about the
shareholders to employees of the Advisor with a legitimate business need for the
information. The Trust maintains physical, electronic and procedural safeguards
designed to protect the non-public personal information of its shareholders.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholder proposals intended for inclusion in the Trust's proxy statement
in connection with the Trust's 2005 annual meeting of shareholders pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934 must be received by the
Trust at the Trust's principal executive offices by June 1, 2005. In order for
proposals made outside of Rule 14a-8 under the Exchange Act to be considered
"timely" within the meaning of Rule 14a-4(c) under the Exchange Act, such
proposals must be received by the Trust at the Trust's principal executive
offices not later than August 15, 2005.
OTHER MATTERS
The management of the Trust 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.
Very truly yours,
/s/ Tracy V. Maitland
TRACY V. MAITLAND
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
September 29, 2004
10
APPENDIX A
AUDIT COMMITTEE CHARTER
OF
ADVENT CLAYMORE CONVERTIBLE SECURITIES AND INCOME FUND
AS ADOPTED BY THE BOARD OF TRUSTEES
JUNE 2003(1)
I. PURPOSE OF THE AUDIT COMMITTEE
The purpose of the Audit Committee (the "Audit Committee") of the Board of
Trustees (the "Board") of the Advent Claymore Convertible Securities and Income
Fund (the "Trust") is to provide assistance to the Board in fulfilling its legal
and fiduciary obligations with respect to matters involving the accounting,
auditing, financial reporting and internal control functions of the Trust,
including, without limitation, (a) assisting the Board's oversight of (i) the
integrity of the Trust's financial statements, (ii) the Trust's compliance with
legal and regulatory requirements, (iii) the Trust's internal audit function and
its independent auditor's qualifications and independence, and (iv) the
performance of the Trust's internal audit function (whether performed by the
Trust's officers and/or service providers) and its independent auditor (the
"Independent Auditor"), and (b) preparing the report required to be prepared by
the Audit Committee pursuant to the rules of the Securities and Exchange
Commission (the "SEC") for inclusion in the Trust's annual proxy statement, if
any.
II. COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee shall be comprised of three or more trustees as
determined from time to time by resolution of the Board. Each member of the
Audit Committee shall be qualified to serve on the Audit Committee pursuant to
the requirements of the Sarbanes-Oxley Act of 2002 (the "Act") and the rules and
regulations promulgated by the SEC pursuant to the Act and by the New York Stock
Exchange (the "NYSE"). Each member of the Audit Committee shall be "independent"
as defined by the rules promulgated by the SEC pursuant to the Act and the NYSE
listing standards.
According to the rules and regulations promulgated by the SEC pursuant to
the Act, a member is independent if he or she, other than in his or her capacity
as a member of the Board, the Audit Committee or any other board committee, (a)
does not accept directly or indirectly any consulting, advisory or other
compensatory fee from the Trust, other than receipt of pension or other forms of
deferred compensation from the Trust for prior service, so long as such
compensation is not contingent in any way on continued service, and (b) is not
an "interested person" of the Trust (an "Independent Trustee") as defined in
Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act").
According to the NYSE listing standards, a member is independent if he or
she has no relationship with the Trust that may interfere with the exercise of
his or her independence from the Trust and Advent Capital Management, LLC (the
"Advisor") and its affiliates (together with the Advisor, "Advent") and (a) is
not an employee of the Trust or Advent, (b) is not a partner, controlling
shareholder or executive officer of an organization that has a business
relationship with the Trust or has a direct business relationship with such
Trust, (c) is not employed as an executive of another company for which an
executive of the Trust serves on that company's compensation committee, and (d)
does not have an immediate family member who is an executive officer of any
Trust or Advent.
No member of the Board may serve as a member of the Audit Committee if the
member serves on the audit committee of more than two other public companies
(not including the Trust), unless the Board determines that such simultaneous
service would not impair the ability of the member to effectively serve on the
Audit Committee. Any such determination must be disclosed in the Trust's annual
proxy statement.
Each member of the Audit Committee must be "financially literate" (as such
term is defined from time-to-time by the NYSE rules) as such qualification is
interpreted by the Board in its business judgment, or must become financially
literate within a reasonable period of time after his or her appointment to the
Audit Committee. In addition, at least one member of the Audit Committee must
have "accounting or related financial management expertise" (as such term is
defined by the NYSE rules) as the Board interprets such qualification in its
business judgment. Further, either (a) at least one member of the Audit
Committee must be determined to be an "audit committee financial expert" (as
such term is defined in the rules and regulations promulgated by the
----------
(1) This Audit Committee Charter, adopted in the month mentioned above,
supercedes and replaces all prior versions that may have been adopted from
time to time.
A-1
SEC pursuant to the Act) by the Board, or (b) if no member of the Audit
Committee is an "audit committee financial expert," such fact must be disclosed
in the Trust's annual report filed with the SEC. The Audit Committee shall
recommend to the Board whether one or more of its members should be deemed to be
an "audit committee financial expert" or, if not, why not, and the Board shall
make the final determinations in this regard.
The chairperson of the Audit Committee shall be designated by the Board
upon recommendation from the Audit Committee, PROVIDED that if the Board does
not designate a chairperson, the members of the Audit Committee, by a majority
vote, may designate a chairperson.
Any vacancy on the Audit Committee shall be filled by the affirmative vote
of a majority of the members of the Board at the next meeting of the Board
following the occurrence of the vacancy. No member of the Audit Committee shall
be removed except by the affirmative vote of a majority of the members of the
Board.
III. MEETINGS OF THE AUDIT COMMITTEE
The Audit Committee shall fix its own rules of procedure, which shall be
consistent with the Declaration of Trust of the Trust, the By-Laws of the Trust
and this Audit Committee Charter. The Audit Committee shall meet on a regular
basis and special meetings shall be called as circumstances require. The Audit
Committee, in its discretion, may ask members of management or others to attend
its meetings (or portions thereof) and to provide pertinent information as
necessary. The Audit Committee shall meet separately on a periodic basis with
(a) the chief financial officer of the Trust, (b) management of Advent
responsible for the Trust's internal audit function and for assisting with the
preparation of the Trust's financial statements and (c) the Independent Auditor,
in each case to discuss any matters that the Audit Committee or any of the above
persons or firms believe should be discussed privately.
A majority of the members of the Audit Committee present in person or by
means of a conference telephone or other communication equipment by means of
which all persons participating in the meeting can communicate with each other
shall constitute a quorum. The Audit Committee may also take action by the
written consent of a majority of its members, except to the extent an in-person
meeting is required by applicable law.
The Audit Committee shall cause to be maintained minutes of all meetings
and records relating to those meetings and provide copies of such minutes to the
Board and the Trust.
IV. AUTHORITY
The Audit Committee shall have the authority to carry out its duties and
responsibilities as set forth in this Audit Committee Charter, to institute
investigations of suspected improprieties and to retain independent counsel or
seek assistance from experts.
V. DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE
In carrying out its duties and responsibilities, the Audit Committee's
policies and procedures will remain flexible, so that it may be in a position to
best react or respond to changing circumstances or conditions. The following are
the duties and responsibilities of the Audit Committee:
(a) OVERSIGHT OF THE AUDITOR'S ENGAGEMENT/INDEPENDENCE
(i) Approve the selection and retention (subject to ratification by a
majority of the Independent Trustees), termination and
compensation of the Independent Auditor to audit the books and
accounts of the Trust and its subsidiaries, if any, for each
fiscal year;
(ii) Review and, in its sole discretion, approve in advance the
Independent Auditor's annual engagement letter, including the
proposed fees contained therein;
(iii) Pre-approve (A) all engagements for audit and non-audit services
to be provided by the Independent Auditor to the Trust and (B)
all engagements for non-audit services to be provided by the
Independent Auditor (1) to the Advisor or (2) to any entity
controlling, controlled by or under common control with the
Advisor that provides ongoing services to the Trust; but in the
case of the services described in subsection (B)(1) or (2), only
if the engagement relates directly to the operations and
financial reporting of the Trust (clauses (A) and (B),
collectively, the "Covered Services" and the entities referred to
in clause (B), collectively, the "Covered Entities"); provided
that pre-approval by the Audit Committee of Covered Services may
be effected pursuant to the procedures described below in Section
VI captioned "PRE-APPROVAL PROCEDURES"; provided that this Audit
Committee Charter shall not be violated if pre-approval of any
non-audit Covered
A-2
Service is not obtained in circumstances in which the
pre-approval requirement is waived under rules promulgated by the
SEC under the Act or the NYSE listing standards;
(iv) Obtain at least annually from the Independent Auditor and review
a report describing:
(A) the Independent Auditor's internal quality-control
procedures; and
(B) any material issues raised by the most recent internal
quality-control review, or peer review, of the Independent
Auditor, or by any inquiry or investigation by any
governmental or professional authority, within the preceding
five years, respecting one or more independent audits
carried out by the Independent Auditor, and any steps taken
to deal with any such issues;
(v) Obtain quarterly "notice reports" for the Trust (and, if the
quarterly communication is not within 90 days prior to the filing
of an audit report with the SEC for the Trust, provide an update
with any changes to the previously reported information) from the
Independent Auditor and review a report notifying the Audit
Committee of all audit and non-audit services that were not
pre-approved by the Trust's Audit Committee provided (A) to
Advent, (B) to any entity controlling, controlled by or under
common control with Advent, and (C) to any registered or
unregistered investment company advised by an investment advisor
included in subsection (A) or (B) of this paragraph. In the
interval between scheduled meetings of the Audit Committee, the
Independent Auditor shall provide such "notice reports" or
updates to the Chairman of the Audit Committee. Such disclosure
shall include the fees associated with any services described in
this paragraph;
(vi) Review at least annually the qualifications, performance and
independence of the Independent Auditor, including the
performance of the lead partner of the Independent Auditor, and,
in its discretion, make decisions regarding the replacement or
termination of the Independent Auditor when circumstances
warrant;
(vii) Oversee the independence of the Independent Auditor by, among
other things:
(A) actively engaging in a dialogue with the Independent Auditor
with respect to any disclosed relationships or services that
may impact the objectivity and independence of the
Independent Auditor, and taking appropriate action to
satisfy itself of the auditor's independence;
(B) monitoring compliance by the Independent Auditor with the
audit partner rotation requirements contained in the Act and
the rules and regulations promulgated by the SEC thereunder;
(C) monitoring compliance by the Trust, Advent and the
Independent Auditor with the employee conflict of interest
requirements contained in the Act and the rules and
regulations promulgated by the SEC thereun-der; and
(D) considering whether there should be a regular rotation of
the Independent Auditor;
(viii) Instruct the Independent Auditor that it is ultimately
accountable to the Audit Committee, and that the Audit Committee
is responsible for the appointment (subject to ratification by
the Independent Trustees), retention, compensation, evaluation
and termination of the Independent Auditor.
(b) OVERSIGHT OF THE AUDIT
(i) Review the annual audit plan of the Independent Auditor,
including the scope of audit activities, monitor such plan's
progress, changes thereto and results periodically during the
year and review the results of the year-end audit of the Trust,
including any comments or recommendations of the Independent
Auditor;
(ii) Obtain at least annually for the Trust from the Independent
Auditor and review a report describing:
(A) all critical accounting policies and practices used;
(B) all alternative treatments within United States Generally
Accepted Accounting Principles for policies and practices
related to material items that have been discussed with
management of the Trust, including (1) ramifications of the
use of such alternative disclosures and treatments, and (2)
the treatment preferred by the Independent Auditor; and
(C) other material written communications between the
Independent Auditor and management of the Trust, such as any
management letter or schedule of unadjusted differences;
A-3
(iii) Review with the chief financial officer of the Trust and
management of Advent responsible for the Trust's internal audit
function and for assisting with the preparation of the Trust's
financial statements and the Independent Auditor, the following:
(A) the Trust's annual audited financial statements and interim
financial statements, and any major issues related thereto;
(B) critical accounting policies and such other accounting
policies of the Trust as are deemed appropriate for review
by the Audit Committee prior to any interim or year-end
filings with the SEC or other regulatory body, including any
financial reporting issues which could have a material
impact on the Trust's financial statements; and
(C) the effect of regulatory, accounting and financial reporting
initiatives on the financial statements of the Trust;
(iv) Review on a regular basis with the Independent Auditor any
problems or difficulties encountered by the Independent Auditor
in the course of any audit work, including management's response
with respect thereto, any restrictions on the scope of the
Independent Auditor's activities or on access to requested
information, and any significant disagreements with management.
In connection therewith, the Audit Committee will review with the
Independent Auditor the following:
(A) any accounting adjustments that were noted or proposed by
the Independent Auditor but were rejected by management (as
immaterial or otherwise);
(B) any communications between the audit team and the
Independent Auditor's national office respecting auditing or
accounting issues presented by the engagement; and
(C) any "management" or "internal control" letter issued, or
proposed to be issued, by the Independent Auditor to the
Trust;
(v) Attempt to resolve all disagreements between the Independent
Auditor and management regarding financial reporting; and
(vi) Review information obtained from the Independent Auditor pursuant
to Section 10A of the Securities Exchange Act of 1934.
(c) OVERSIGHT OF INTERNAL AUDIT FUNCTION AND CONTROLS AND PROCEDURES
(i) Review periodically a report from the Trust's chief executive
officer, chief financial officer and Independent Auditor, at
least annually, regarding the following:
(A) all significant deficiencies in the design or operation of
internal controls of the Trust, any entity in the investment
company complex (as such term is defined in Regulation S-X
promulgated by the SEC) that is responsible for the
financial reporting or operations of the Trust (the "Related
Entities"), or, to the knowledge of such persons, other
service providers, which could adversely affect the Trust's
ability to record, process, summarize, and report financial
data, including any material weaknesses in internal controls
identified by the Independent Auditor;
(B) any fraud, whether or not material, that involves management
or other employees of the Trust, the Related Entities, or,
to the knowledge of such persons, other service providers to
the Trust who have a significant role in the Trust's
internal controls; and
(C) any significant changes in internal controls or in other
factors that could significantly affect internal controls,
including any corrective actions with regard to significant
deficiencies and material weaknesses related to the Trust,
the Related Entities, or, to the knowledge of such persons,
other service providers to the Trust.
(d) COMPLIANCE
(i) Establish and maintain free and open means of communication
between and among the Board, the Audit Committee, the Independent
Auditor, the Trust's management, including the chief financial
officer, management of Advent and management of those service
providers of the Trust deemed appropriate by the Audit Committee,
including providing such parties with appropriate opportunities
to meet separately and privately with the Audit Committee on a
periodic basis as the Audit Committee may deem necessary or
appropriate;
A-4
(ii) Establish procedures for (A) the receipt, retention and treatment
of complaints received by the Trust regarding accounting,
internal accounting controls or auditing matters, and (B) the
confidential, anonymous submission by employees of the Related
Entities, other service providers responsible for such services
or other persons of concerns regarding questionable accounting or
auditing matters; and
(iii) Secure independent expert advice to the extent the Audit
Committee determines it to be appropriate, including retaining,
with or without approval of the Board, independent counsel,
accountants, consultants or others, to assist the Audit Committee
in fulfilling its duties and responsibilities, the cost of such
independent expert advisors to be borne by the Trust.
(e) MISCELLANEOUS
(i) Report regularly to the Board on its activities, as appropriate;
and
(ii) Perform such additional activities, and consider such other
matters, within the scope of its duties and responsibilities, as
the Audit Committee or the Board deems necessary or appropriate.
VI. PRE-APPROVAL PROCEDURES
The Audit Committee shall prepare written pre-approval procedures pursuant
to which it may pre-approve Covered Services. The Audit Committee, in its
discretion, may elect to delegate to one or more of its members authority to
pre-approve Covered Services between regularly scheduled meetings of the Audit
Committee. The Audit Committee shall review and approve its pre-approval
procedures at least annually. The pre-approval procedures in effect from
time-to-time shall be attached to this Audit Committee Charter as Annex A.
VII. REPORTING
The Audit Committee shall report its activities to the Board on a regular
basis, so that the Board is kept informed of its activities on a current basis.
In connection therewith, the Audit Committee will review with the Board any
issues that arise with respect to the quality or integrity of the Trust's
financial statements, the Trust's compliance with legal or regulatory
requirements, the performance and independence of the Independent Auditors, or
the performance of the Trust's internal audit function. In particular, the Audit
Committee will also report to the Board its conclusions with respect to matters
the Audit Committee considers to be of interest or the Board requests. Reports
to the Board may take the form of an oral report by the chairperson of the Audit
Committee or any other member of the Audit Committee designed by the Audit
Committee to make this report.
The Audit Committee shall prepare the report required by the rules of the
SEC to be included in the Trust's annual proxy statement and determine to its
satisfaction that the Audit Committee has: (a) reviewed and discussed the
audited financial statements with management of the Trust; (b) discussed with
the Independent Auditor the matters required to be discussed by the Statements
on Auditing Standards No. 61; (c) received the written disclosures and the
letter from the Independent Auditor required by ISB Standard No. 1 and have
discussed with the Independent Auditor the auditor's independence; and (d) made
a recommendation to the Board as to whether the financial statements be included
in the Trust's annual report for the past fiscal year, as filed with the SEC.
VIII. RESOURCES
The Board shall ensure that the Audit Committee has adequate resources, as
determined by the Audit Committee, with which to discharge its responsibilities,
including for the payment of (a) compensation (i) to any firm of independent
auditors engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Trust, and (ii) to any
advisors employed by the Audit Committee, including independent counsel,
consultants or other advisors, as the Audit Committee determines necessary to
carry out its duties, and (b) ordinary administrative expenses of the Audit
Committee that are necessary or appropriate in carrying out its duties.
IX. LIMITS ON ROLE OF AUDIT COMMITTEE
While the Audit Committee has the duties and responsibilities set forth in
this Joint Audit Committee Charter, the Audit Committee is not responsible for:
- planning or conducting the audit or for determining whether the
Trust's financial statements are complete and accurate and are in
accordance with generally accepted accounting principles;
A-5
- determining whether the Form N-CSR filed by the Trust with the SEC
contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by the report;
- determining whether the Trust's financial statements and other
financial information included in the Form N-CSR fairly present in all
material respects the financial condition, results of operations,
changes in net assets and cash flows of the Trust as of, and for, the
periods presented in the Form N-CSR; or
- establishing, designing or maintaining disclosure controls and
procedures for the Trust.
In fulfilling its responsibilities hereunder, it is recognized that members
of the Audit Committee are not full-time employees of the Trust or Advent. The
Audit Committee and its members do not have a duty or responsibility to conduct
"field work" or other types of auditing or accounting reviews or procedures or
to set auditor independence standards, and each member of the Audit Committee
shall be entitled to rely on (a) the integrity of those persons and
organizations within and outside the Trust, Advent and service providers to the
Trust from which it receives information, (b) the accuracy of the financial and
other information provided to the Audit Committee absent actual knowledge to the
contrary (which shall be promptly reported to the Board) and (c) statements made
by management or third parties as to any information technology, internal audit
and other non-audit services provided by the Independent Auditor to the Trust.
A-6
ANNEX A
AUDIT COMMITTEE PRE-APPROVAL POLICY
OF
ADVENT CLAYMORE CONVERTIBLE SECURITIES AND INCOME FUND
AS ADOPTED BY THE AUDIT COMMITTEE
JUNE 2003
STATEMENT OF PRINCIPLES
The Audit Committee (the "Audit Committee") of the Board of Trustees (the
"Board") of Advent Claymore Convertible Securities and Income Fund (the
"Trust,") is required to pre-approve all Covered Services (as defined in the
Audit Committee Charter) in order to assure that the provision of the Covered
Services does not impair the auditors' independence. Unless a type of service to
be provided by the Independent Auditor (as defined in the Audit Committee
Charter) is pre-approved in accordance with the terms of this Audit Committee
Pre-Approval Policy (the "Policy"), it will require specific pre-approval by the
Audit Committee or by any member of the Audit Committee to which pre-approval
authority has been delegated.
This Policy and the appendices to this Policy describe the Audit,
Audit-Related, Tax and All Other services that are Covered Services and that
have been pre-approved under this Policy. The appendices hereto sometimes are
referred to herein as the "Service Pre-Approval Documents". The term of any such
pre-approval is 12 months from the date of pre-approval, unless the Audit
Committee specifically provides for a different period. At its June meeting of
each calendar year, the Audit Committee will review and re-approve this Policy
and approve or re-approve the Service Pre-Approval Documents for that year,
together with any changes deemed necessary or desirable by the Audit Committee.
The Audit Committee may, from time to time, modify the nature of the services
pre-approved, the aggregate level of fees pre-approved or both. The Audit
Committee hereby directs that each version of this Policy and the Service
Pre-Approval Documents approved, re-approved or amended from time to time be
maintained with the books and records of the Trust.
DELEGATION
In the intervals between the scheduled meetings of the Audit Committee, the
Audit Committee delegates pre-approval authority under this Policy to the
Chairman of the Audit Committee (the "Chairman"). The Chairman shall report any
pre-approval decisions under this Policy to the Audit Committee at its next
scheduled meeting. At each scheduled meeting, the Audit Committee will review
with the Independent Auditor the Covered Services pre-approved by the Chairman
pursuant to delegated authority, if any, and the fees related thereto. Based on
these reviews, the Audit Committee can modify, at its discretion, the
pre-approval originally granted by the Chairman pursuant to delegated authority.
This modification can be to the nature of services pre-approved, the aggregate
level of fees approved, or both. The Audit Committee expects pre-approval of
Covered Services by the Chairman pursuant to this delegated authority to be the
exception rather than the rule and may modify or withdraw this delegated
authority at any time the Audit Committee determines that it is appropriate to
do so.
PRE-APPROVED FEE LEVELS
Fee levels for all Covered Services to be provided by the Independent
Auditor and pre-approved under this Policy will be established annually by the
Audit Committee and set forth in the Service Pre-Approval Documents. Any
increase in pre-approved fee levels will require specific pre-approval by the
Audit Committee (or the Chairman pursuant to delegated authority).
AUDIT SERVICES
The terms and fees of the annual Audit services engagement for the Trust
are subject to the specific pre-approval of the Audit Committee. The Audit
Committee will approve, if necessary, any changes in terms, conditions or fees
resulting from changes in audit scope, Trust structure or other matters.
In addition to the annual Audit services engagement specifically approved
by the Audit Committee, any other Audit services for the Trust not listed in the
Service Pre-Approval Document for the respective period must be specifically
pre-approved by the Audit Committee (or the Chairman pursuant to delegated
authority).
AUDIT-RELATED SERVICES
Audit-Related services are assurance and related services that are not
required for the audit, but are reasonably related to the performance of the
audit or review of the financial statements of the Trust and, to the
AA-1
extent they are Covered Services, the other Covered Entities (as defined in the
Audit Committee Charter) or that are traditionally performed by the Independent
Auditor. Audit-Related services that are Covered Services and are not listed in
the Service Pre-Approval Document for the respective period must be specifically
pre-approved by the Audit Committee (or the Chairman pursuant to delegated
authority).
TAX SERVICES
The Audit Committee believes that the Independent Auditor can provide Tax
services to the Covered Entities such as tax compliance, tax planning and tax
advice without impairing the auditor's independence. However, the Audit
Committee will not permit the retention of the Independent Auditor in connection
with a transaction initially recommended by the Independent Auditor, the sole
business purpose of which may be tax avoidance and the tax treatment of which
may not be supported in the Internal Revenue Code and related regulations. Tax
services that are Covered Services and are not listed in the Service
Pre-Approval Document for the respective period must be specifically
pre-approved by the Audit Committee (or the Chairman pursuant to delegated
authority).
ALL OTHER SERVICES
All Other services that are Covered Services and are not listed in the
Service Pre-Approval Document for the respective period must be specifically
pre-approved by the Audit Committee (or the Chairman pursuant to delegated
authority).
PROCEDURES
Requests or applications to provide Covered Services that require approval
by the Audit Committee (or the Chairman pursuant to delegated authority) must be
submitted to the Audit Committee or the Chairman, as the case may be, by both
the Independent Auditor and the Chief Financial Officer of the respective
Covered Entity, and must include a joint statement as to whether, in their view,
(a) the request or application is consistent with the SEC's rules on auditor
independence and (b) the requested service is or is not a non-audit service
prohibited by the SEC. A request or application submitted to the Chairman
between scheduled meetings of the Audit Committee should include a discussion as
to why approval is being sought prior to the next regularly scheduled meeting of
the Audit Committee.
AA-2
APPENDIX B
ADVENT CLAYMORE CONVERTIBLE SECURITIES AND INCOME FUND
NOMINATING COMMITTEE CHARTER
There shall be a nominating committee of the Board of Trustees which shall
be composed of all of the Trustees (the "Independent Trustees") who are not
interested persons of the investment advisor to the investment company named
above (the "Fund").
The function of the nominating committee is to search for appropriate
candidates for nomination to the Board of Trustees when vacancies occur or the
Board is seeking to increase the size of the Board, to review the qualifications
of individuals recommended as potential nominees, to develop procedures and
policies regarding minimum qualifications of Trustees, sources of
recommendations and processes for considering recommendations, and to make
recommendations to the full Board with respect to candidates for the Board.
The nominating committee may, if it so chooses, also review periodically
the functioning of the Board and Trustees subject to re-election.
The nominating committee shall act by majority of its members present at a
meeting at which at least half of its members are present or by written consent
of a majority of its members.
The nominating committee is authorized to consult independent counsel and
other service providers and to subscribe for or otherwise obtain information it
considers useful in performing is responsibilities.
The committee shall review and reassess the adequacy of this charter on an
annual basis and propose any changes for approval by the Independent Trustees.
B-1
Please fill in box(es) as shown using black or blue ink or number 2 pencil. /X/
PLEASE DO NOT USE FINE POINT PENS.
FOR ALL WITHHOLD
NOMINEES AUTHORITY
EXCEPT AS TO VOTE
MARKED TO FOR ALL
THE CONTRARY NOMINEES.
AT LEFT.
/ / / /
1. Election of Trustees:
(01) Gerald L. Seizort, (02) Ronald E. Toupin, Jr., (03) Derek Medina
Instructions: To withhold authority to vote for any nominee(s), write the
number of the nominee(s) on the line below.
-------------------------------------------------------------------------------
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
P.O. BOX 9132
HINGHAM, MA 02043-9132
SOLICITED BY THE BOARD OF DIRECTORS
ADVENT CLAYMORE CONVERTIBLE SECURITIES AND INCOME FUND
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 28, 2004
FUND NAME PRINTS HERE
The annual meeting of the Advent Claymore Convertible Securities and Income
Fund will be held at the offices of the Fund's counsel, Skadden, Arps, Slate,
Meagher & Flom LLP, 4 Times Square, 38th Floor, New York, New York 10036 on
Thursday, October 28, 2004, at 8:30 A.M. EST. The undersigned hereby appoints
Rodd Baxter as proxy to represent and to vote all shares of the undersigned
at the annual meeting of shareholders and all adjournments thereof, with all
powers the undersigned would possess if personally present, upon the matters
specified below.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED: IF NO DIRECTION IS
INDICATED AS TO THE PROPOSAL, THE PROXY SHALL VOTE FOR SUCH PROPOSAL. THE PROXY
MAY VOTE AT HIS DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE
THE MEETING.
PLEASE MARK, DATE, SIGN & RETURN THE PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
Date , 2004
-------------------------------------------
-------------------------------------------
Signature (SIGN IN THE BOX)
For joint registrations, both parties should sign.