|
Transaction
Value
|
Amount
of Filing Fee
|
|
$62,801,006(a)
|
$3,504.30(b)
|
|
(a)
|
Estimated
for purposes of calculating the amount of the filing fee only. Calculated
as the aggregate market value for 4,085,947 common shares in the offer,
based on the average of the high and low prices on November 24, 2009 of
$15.37 as reported on the New York Stock Exchange.
|
|
|
(b)
|
Calculated
at $55.80 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11
of the Securities Exchange Act of 1934, as
amended.
|
|
|
¨
|
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
|
|
|
Amount
Previously Paid:
|
Not
applicable
|
|
|
Form
or Registration No.:
|
Not
applicable
|
|
|
Filing
Party:
|
Not
applicable
|
|
|
Date
Filed:
|
Not
applicable
|
|
|
¨
|
Check
box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
|
|
|
¨
|
third
party tender offer subject to Rule 14d-1
|
|
|
x
|
issuer
tender offer subject to Rule 13e-4
|
|
|
¨
|
going-private
transaction subject to Rule 13e-3
|
|
|
¨
|
amendment
to Schedule 13D under Rule 13d-2
|
|
|
|
Check
the following box if the filing is a final amendment reporting the results
of the tender offer. ¨
|
|
|
Exhibit
(a)(1)(i):
|
Offer
to Repurchase, dated December 1, 2009
|
|
Exhibit
(a)(1)(ii):
|
Form
of Letter of Transmittal
|
|
Exhibit
(a)(1)(iii):
|
Form
of Notice of Guaranteed Delivery
|
|
Exhibit
(a)(1)(iv):
|
Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
|
|
Exhibit
(a)(1)(x):
|
Form
of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
|
|
Exhibit
(a)(5)(i):
|
Press
release issued on September 14, 2009
|
|
Exhibit
(a)(5)(ii):
|
Press
release issued on October 1, 2009
|
|
Exhibit
(a)(5)(iii):
|
Press
release issued on December 1,
2009.
|
|
(a)(1)(i)
|
Offer
to Repurchase, dated December 1, 2009.
|
|
|
(a)(1)(ii)
|
Form
of Letter of Transmittal.
|
|
|
(a
)(1)(iii)
|
Form
of Notice of Guaranteed Delivery.
|
|
|
(a)(1)(iv)
|
Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
|
|
|
(a
)(1)(v)
|
Form
of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
|
|
|
(a
)(2)
|
None.
|
|
|
(a
)(3)
|
Not
Applicable.
|
|
|
(a
)(4)
|
Not
Applicable.
|
|
|
(a)(5)(i)
|
Press
release issued on September 14, 2009.
|
|
|
(a)(5)(ii)
|
Press
release issued on October 1, 2009.
|
|
|
(a)(5)(iii)
|
Press
release issued on December 1, 2009.
|
|
|
(b)
|
None.
|
|
|
(d)
|
None.
|
|
|
(g)
|
None.
|
|
|
(h)
|
None.
|
|
|
Claymore
Dividend & Income Fund
|
||
|
|
|||
|
By:
|
/s/
J. Thomas Futrell
|
||
|
|
Name:
J. Thomas Futrell
|
||
|
|
Title:
Chief Executive Officer
|
||
|
|
|||
|
Dated: December
1, 2009
|
|||