SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
07/27/09
1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
768,714
8. SHARED VOTING POWER
344,891
9. SOLE DISPOSITIVE POWER
1,113,605
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,113,605
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
12.26%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
This statement constitutes Amendment #5 to the schedule 13d
filed April 20, 2009. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
An affiliated person of Bulldog Investors submitted a letter to the issuer.
See Exhibit 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the June 5, 2009 press release regaring the 1 for 5 reverse
split, there are 9,079,884 of common stock outstanding.
The percentage set forth in item 5 was derived using such number.
Bulldog Investors, Phillip Goldstein and Andrew Dakos
beneficially own an aggregate of 1,113,605 shares of DCS or
12.26% of the outstanding shares.Power to dispose of and vote
securities resides either with Mr. Goldstein, Mr. Dakos or with clients.
c) Since the last Filing on 6/30/09 the following shares of DCS were
bought:
Date Shares Price
6/22/09 4910 $9.7500
6/22/09 5000 $9.7600
6/25/09 234 $9.6400
7/01/09 35 $10.2000
7/01/09 3000 $10.3000
7/07/09 523 $10.0300
7/08/09 19700 $9.9490
7/09/09 9400 $10.0602
7/14/09 7217 $10.1695
7/15/09 3957 $10.4320
7/16/09 5749 $10.5195
7/17/09 8417 $10.6170
7/20/09 1475 $10.7381
7/20/09 400 $10.7300
7/21/09 5063 $10.9263
7/22/09 1972 $11.0481
7/23/09 2251 $11.1222
7/24/09 8671 $11.3628
7/27/09 9271 $11.4377
7/27/09 1698 $11.4377
7/28/09 4474 $11.4307
7/29/09 18910 $11.3799
7/30/09 49310 $11.6000
7/31/09 13,803 $11.5100
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 8/06/09
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1
Opportunity Partners,
60 Heritage Drive,
Pleasantville, NY 10570
914-747-5262 // pgoldstein@bulldoginvestors.com
August 3, 2009
Kevin Robinson
Senior Managing Director, General Counsel and Corporate Secretary
Claymore Advisors, LLC
2455 Corporate West Drive
Lisle, IL 60532
Claymore Dividend & Income Fund (the "Fund")
Dear Mr. Robinson:
First, congratulations on the sale of Claymore Group to Guggenheim Partners.
We hope the investors in Claymore Group were able to obtain full value for
their investment.
As you are aware, shareholder approval will soon be required of a new
investment advisory agreement with Guggenheim as well as the interim
sub-advisory agreement with Manning & Napier. Hopefully, a disruptive proxy
contest can be avoided. However, as the Fund's largest shareholder, we must
advise you that unless the board agrees to afford all shareholders an
opportunity to realize net asset value we intend to oppose these agreements.
Currently, the Fund's long term shareholders, who have lost an enormous amount
of money, are unable to realize their losses for tax purposes other than by
selling their shares at a double-digit discount to net asset value. In light
of the sale to Guggenheim, we think this is an especially opportune time to
deliver full value to shareholders of the Fund. We hope you agree. After all,
it does not seem very fair to us for the Fund's manager to be cashing out at
full value while at the same time denying the Fund's shareholders a similar
beneficial opportunity.
As always, we remain willing to discuss this matter with you. Thank you.
Very truly yours,
Phillip Goldstein
President
Kimball & Winthrop, Inc.
General Partner