UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-21582 --------- Madison / Claymore Covered Call & Equity Strategy Fund -------------------------------------------------------------- (Exact name of registrant as specified in charter) 2455 Corporate West Drive Lisle, IL 60532 -------------------------------------------------------------- (Address of principal executive offices) (Zip code) Nicholas Dalmaso Madison / Claymore Covered Call & Equity Strategy Fund 2455 Corporate West Drive Lisle, IL 60532 -------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (630) 505-3700 Date of fiscal year end: December 31 Date of reporting period: December 31, 2007 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The registrant's annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the "Investment Company Act"), is as follows: ANNUAL REPORT December 31, 2007 MADISON/CLAYMORE | MCN COVERED CALL & EQUITY STRATEGY FUND Photo of: covered bridge. Logo: Madison Investment Advisors CLAYMORE (R) WWW.MADISONCLAYMORE.COM ... your road to the LATEST, most up-to-date INFORMATION about the Madison/Claymore Covered Call & Equity Strategy Fund Photo of: covered bridge. MCN LISTED NYSE Madison/Claymore Covered Call & Equity Strategy Fund Logo: Madison Investment Advisors CLAYMORE (R) The shareholder report you are reading right now is just the beginning of the story. Online at WWW.MADISONCLAYMORE.COM, you will find: o Daily, weekly and monthly data on share prices, distributions and more o Portfolio overviews and performance analyses o Announcements, press releases and special notices o Fund and adviser contact information Madison Asset Management and Claymore are continually updating and expanding shareholder information services on the Fund's website, in an ongoing effort to provide you with the most current information about how your Fund's assets are managed, and the results of our efforts. It is just one more way we are working to keep you better informed about your investment in the Fund. 2 | Annual Report | December 31, 2007 MCN | Madison/Claymore Covered Call & Equity Strategy Fund Dear Shareholder We are pleased to submit the annual shareholder report for the Madison/Claymore Covered Call & Equity Strategy Fund (the "Fund") for the 12 months ended December 31, 2007. Before a name change effective October 31, 2007, the Fund was called the Madison/Claymore Covered Call Fund. In connection with the decision to change the Fund's name, the Fund's Board of Trustees approved a change to the Fund's previously effective non-fundamental investment policy that the Fund employ, under normal market conditions, an option strategy of writing (selling) covered call options on common stocks comprising at least 80% of the total assets of the Fund. Under the revised non-fundamental investment policy adopted by the Fund's Board of Trustees, the Fund will, under normal market conditions, allocate at least 80% of total assets to an integrated investment strategy pursuant to which the Fund invests in a portfolio of equity securities and writes (sells) covered call options against a portion of the equity securities held in the Fund's portfolio; pending investment in equity securities or covered call options, assets of the Fund allocated to its integrated investment strategy will be held in cash or cash equivalents. The Fund's Board of Trustees also approved a change to the Fund's previously effective non-fundamental investment policy that the Fund invest, under normal market conditions, at least 65% of its total assets in common stocks of large capitalization issuers that meet the Fund's selection criteria. Under the revised non-fundamental investment policy adopted by the Fund's Board of Trustees, the Fund will, under normal market conditions, invest at least 65% of its equity securities investments in common stocks of large capitalization issuers that meet the Fund's selection criteria. It is anticipated that the Fund's name change and revised investment policies will provide greater flexibility in managing the Fund's portfolio of investments in a manner consistent with the Fund's primary investment objective to seek a high level of current income and current gains with a secondary objective of long-term capital appreciation. The Fund pursues these objectives by investing in a portfolio of what the Investment Manager believes to be high-quality, large capitalization stocks that are trading at reasonable valuations in relation to their long-term earnings growth rates. The Fund will, on an ongoing and consistent basis, sell covered call options to seek to generate a reasonably steady return from option premiums. Madison Asset Management, LLC, a wholly-owned subsidiary of Madison Investment Advisors, Inc., is the Fund's investment manager. Founded in 1974, Madison is an independently owned firm that acts as an investment adviser for individuals, corporations, pension funds, endowments, insurance companies and mutual funds. Madison and its subsidiaries manage more than $9 billion in assets. Claymore Advisors, LLC is the investment adviser to the Fund. All Fund returns cited - whether based on net asset value ("NAV") or market price - assume the reinvestment of all distributions. For the 12-month period ended December 31, 2007, the Fund provided a total return based on market value of -16.85%. This represents a closing market price of $11.41 on December 31, 2007, versus $15.11 on December 31, 2006. On an Annual Report | December 31, 2007 | 3 MCN | Madison/Claymore Covered Call & Equity Strategy Fund | DEAR SHAREHOLDER continued NAV basis, the Fund generated a total return of -3.81%. This represents an NAV of $13.02 on December 31, 2007, versus $14.84 on December 31, 2006. The Fund's market price at December 31, 2007, represented a discount to market value of 12.37%; as of December 31, 2006, the share price was at a 1.82% premium to NAV. We encourage shareholders to consider the opportunity to reinvest their distributions from the Fund through the Dividend Reinvestment Plan ("DRIP"), which is described in detail on page 24 of the Fund's annual report. When shares trade at a discount to NAV, the DRIP takes advantage of the discount by reinvesting the quarterly dividend distribution in common shares of the Fund purchased in the market at a price less than NAV. Conversely, when the market price of the Fund's common shares is at a premium above NAV, the DRIP reinvests participants' dividends in newly-issued common shares at NAV, subject to an IRS limitation that the purchase price cannot be more than 5% below the market price per share. The DRIP provides a cost-effective means to accumulate additional shares and enjoy the benefits of compounding returns over time. Since the Fund endeavors to maintain a steady quarterly distribution rate, the DRIP effectively provides an income averaging technique, which causes shareholders to accumulate a larger number of Fund shares when the market price is depressed than when the price is higher. During 2007 the Fund paid quarterly dividends of $.33 per share, for a total of $1.32. This represents a distribution rate of 11.57% based on the Fund's closing price of $11.41 on December 31, 2007. However, there is no guarantee that this level of income will be maintained. To learn more about the Fund's performance and investment strategy, we encourage you to read the Questions & Answers section of the report, which begins on page 5. You will find information about Madison's investment philosophy and discipline, its views on the market environment and how it structured the Fund's portfolio based on its views. We appreciate your investment and look forward to serving your investment needs in the future. For the most up-to-date information on your investment, please visit the Fund's website at www.madisonclaymore.com. Sincerely, /s/ Nicholas Dalmaso Nicholas Dalmaso Madison/Claymore Covered Call & Equity Strategy Fund 4 | Annual Report | December 31, 2007 MCN | Madison/Claymore Covered Call & Equity Strategy Fund QUESTIONS & ANSWERS We at Madison Asset Management LLC are pleased to address the progress of the Madison/Claymore Covered Call & Equity Strategy Fund (the "Fund") for the fiscal year ended December 31, 2007. Introduced in July 2004, the Fund continues to pursue its investment objectives by investing in high-quality, large-capitalization common stocks that are, in our view, selling at reasonable prices with respect to their long-term earnings growth rates. Our option-writing strategy has provided a steady stream of option premiums, which helps achieve our goal of providing a high level of current income and current gains enhanced risk-adjusted returns with a secondary objective of long-term capital appreciation. Madison Asset Management, LLC, (MAM) a wholly owned subsidiary of Madison Investment Advisors, Inc., with its affiliates, manages more than $9 billion in individual, corporate, pension, insurance, endowment, and mutual fund assets as of December 31, 2007. -------------------------------------------------------------------------------- HOW HAVE THE FUND'S NAME CHANGE AND REVISED INVESTMENT PARAMETERS AFFECTED THE WAY THE PORTFOLIO IS MANAGED? We believe that the Fund's name change and revised investment policies provide greater flexibility in managing the Fund's portfolio of investments in a manner consistent with the Fund's primary investment objective, which is to seek a high level of current income and current gains with a secondary objective of long-term capital appreciation. While we welcome this enhanced flexibility, there has not been any material change in the way we manage the portfolio. -------------------------------------------------------------------------------- WHAT HAPPENED IN THE MARKET DURING 2007? The year ended December 31, 2007, will probably not be remembered for the new highs or near highs the major indices hit in July. Instead, the key word for the year will be one familiar to all readers of business publications or viewers of business news: subprime. The credit problems that were under the surface for the first part of the year broke into true crisis proportion by the early fall. Not only did hundreds of thousands of Americans face losing their homes as adjustable-rate mortgages kicked into higher rates, but financial institutions that held securities based on lower-grade mortgages began to suffer significant losses as the value of these securities declined. A credit crisis was in full effect, as institutions were no longer willing to lend to each other on favorable terms. Investors fled riskier stock investments for more secure ones such as bonds with the highest ratings and cash, and investors' fears were particularly negative for the fortunes of stocks in the financial and consumer discretionary sectors. Meanwhile, the price of crude oil inched up towards $100 per barrel, and the stocks of energy companies followed suit. By year end, the fortunes of the best and worst sectors of the stock market were gapping by more than 50%, the kind of return differential last seen during the tech stock boom and bust in 1999 and 2000. In the last few months of 2007 the Federal Reserve Board (the "Fed") took several steps to address the crisis, including three interest rate cuts. While lower interest rates are historically positive for stocks, there was considerable overhang from other economic indicators, particularly on the inflation front, as prices of energy and food marched higher. As news, both positive and negative, flooded the market on an almost daily basis, we saw high volatility as investors struggled to digest the news and attempt to understand where the economy was headed. -------------------------------------------------------------------------------- HOW DID THE FUND PERFORM GIVEN THE MARKETPLACE CONDITIONS DURING 2007? All Fund returns cited - whether based on net asset value ("NAV") or market price - assume the reinvestment of all distributions. For the 12-month period ending December 31, 2007, the Fund had a return of -16.85% on a market price basis. On a NAV basis, the return was -3.81%. By comparison, the Standard & Poor's 500 Index ("S&P 500"), which is generally regarded as a good indicator of the broad stock market, returned 5.49%, and the CBOE S&P 500 BuyWrite Index ("BXM") returned 6.55%. The BXM is an index that simulates an ongoing covered call strategy on the S&P 500 and consists of an unmanaged portfolio of stocks upon which a one-month at-the-money call option on the S&P 500 is continuously written. The market price return relative to NAV return reflects a market price as of December 31, 2007, that was significantly below NAV. The Fund's shares closed December at $11.41, representing a 12.37% discount Annual Report | December 31, 2007 | 5 MCN | Madison/Claymore Covered Call & Equity Strategy Fund | QUESTIONS & ANSWERS continued to its NAV of $13.02. The Fund's NAV decreased $1.82 in 2007 from $14.84 as of December 31, 2006, as several of the stocks in the Fund's portfolio experienced declines in value in 2007. As most investors may know, the market value of the Fund's shares fluctuates from time to time, and it may be higher or lower than the Fund's NAV. The current discount to NAV may provide an opportunity for suitable investors to purchase shares of the Fund below the market value of the securities in the underlying portfolios and at more attractive yield levels than would be available if the shares were trading at or above NAV. We believe that, over the long term, the growth of NAV will be reflected in the market price return earned by shareholders. Since its inception on July 28, 2004, the Fund's NAV has decreased $1.31 per share, and the Fund has paid a total of $4.26 per share in quarterly dividends, resulting in a 21.57% cumulative total return on an NAV basis, compared with a 33.7% increase for the BXM over the same period. We believe the Fund has lagged the BXM for two primary reasons. First, the Fund invests mainly in high quality stocks, which have been out of favor since the inception of the Fund. However, should investors become more risk adverse, we feel high quality stocks and this Fund will outperform. Secondly, a bifurcated market such as the one we had in 2007 negatively impacted the Fund's results. The Fund had its fair share of winners in 2007, including Transocean, Inc., Apache Corp., Genzyme Corp., Biogen Idec, Inc. and Google, Inc. (None of these stocks were held in the portfolio at period end.) However, because these stocks moved up so dramatically, they were called away under the Fund's covered call program; the Fund therefore did not fully participate in the upside. At the same time, a number of stocks in the Fund's portfolio posted significant declines; these include Capital One Financial Corp., Countrywide Financial Corp., Citigroup, Inc., MGIC Investment Corp., Home Depot, Inc. and Lowe's Cos., Inc (3.2%, 0.6%, 2.5%, 1.0%, 1.6%, and 2.0% of long-term investments, respectively). While writing options on these stocks generated premiums that offset some of their declines, it wasn't enough to avoid overall losses on these positions. While we have sold or trimmed a few positions, in general we feel many of 2007's `losers' are trading at multi-year lows on a number of valuation metrics and offer the Fund's investors significant value. Therefore, the Fund continues to hold many of these positions and continues to write options against them. -------------------------------------------------------------------------------- PLEASE DESCRIBE THE FUND'S PORTFOLIO EQUITY AND OPTION STRUCTURE. As of December 31, 2007, the Fund held 44 common stocks. Covered call options were written against approximately 73% of net assets on December 31, 2007. During the year, the Fund wrote call options that generated premiums of $34.6 million. It is the strategy of the Fund to write "out-of-the-money" options, meaning that the strike price is higher than the current price of the underlying stock, so that the Fund has the potential to participate in some stock price appreciation. At the end of 2007, the majority of the Fund's options (58 of 76 different options, or 76%) were still "out-of-the-money." With this positioning, we believe the Fund is well positioned to participate to the upside should its stock holdings rally. -------------------------------------------------------------------------------- WHICH INDUSTRY SECTORS ARE PREVALENT IN THE FUND? The Fund's largest exposure was in the health care sector, followed by the consumer discretionary, technology and financials sectors. The Fund continues to remain absent from the materials and utilities sectors. -------------------------------------------------------------------------------- WILL YOU DESCRIBE THE FUND'S DIVIDEND POLICY? The Fund paid quarterly dividends of $0.33 per share in February, May, August, and November of 2007. Based on the Fund's market price of $11.41 per share on December 31, 2007, and at the current quarterly dividend rate of $0.33, the annualized distribution rate was 11.6%. All dividends during 2007 represent a combination of earned net income and short-term and long-term capital gains. The 2007 distribution did not include any return of capital. It is management's intention to continue to pay dividends consisting of only earned net income and capital gains. 6 | Annual Report | December 31, 2007 MCN | Madison/Claymore Covered Call & Equity Strategy Fund | QUESTIONS & ANSWERS continued -------------------------------------------------------------------------------- PLEASE DISCUSS THE FUND'S SECURITY AND OPTION SELECTION PROCESS. The Fund is managed by two teams of investment professionals. We like to think of these teams as a "right hand" and "left hand" meaning they work together to make common stock and option decisions. We use fundamental analysis to select what we believe to be solid companies with good growth prospects and attractive valuations. We then seek what we believe to be attractive call options to write against those stocks. It is our belief that this partnership of active management between the equity and option teams provides investors with an innovative, risk-moderated approach to equity investing. MAM seeks to invest in a portfolio of common stocks that have favorable "PEG" ratios (Price-Earnings ratio to Growth rate) as well as financial strength and industry leadership. As bottom-up investors, we focus on the fundamental businesses of the companies. Our stock selection philosophy strays away from the "beat the street" objective, as we seek companies that have sustainable competitive advantages, predictable cash flows, solid balance sheets and high-quality management teams. By concentrating on long-term prospects and circumventing the "instant gratification" school of thought, we believe we bring elements of consistency, stability and predictability to the Fund's shareholders. Once we have selected what we believe to be attractive and solid names for the Fund, we employ our call writing strategy. This procedure entails selling calls that are primarily out-of the-money, meaning that the strike price is higher than the common stock price, so that the Fund can potentially participate in some stock appreciation. By receiving option premiums, the Fund receives a favorable level of cash flow and adds an element of downside protection. Call options may be written over a number of time periods and at differing strike prices in an effort to potentially maximize the protective value to the strategy and spread this cash flow evenly throughout the year. -------------------------------------------------------------------------------- WHAT IS MANAGEMENT'S OUTLOOK FOR THE MARKET AND THE FUND IN 2008? As we line up the positives and negatives for 2008, we see that they are fairly evenly balanced, with a slight tilt towards the negative. The positives that are working for the market begin with the Fed in the midst of lowering interest rates. As we saw through the end of 2007, the Fed cuts are no guarantee of an immediate market rally. Although the U.S. economy is slowing, the global economy is still robust, which should continue to support U.S. stocks, particularly the multi-national companies. Another potential positive is the impact of a lower dollar, which helps many U.S. companies compete globally. On the negative side, housing continues to weigh on the economy and markets. The availability of credit at the end of 2007 remained poor, and this may limit growth. Probably the biggest fear we have is stagflation. This would entail rising inflation driven by higher energy prices and raw material prices while overall economic growth is slowing. Stagflation is not generally a good environment for the valuation of either stocks or bonds. Given that backdrop, we believe the Fund's holdings dovetail nicely with our outlook, with an emphasis on stocks that we believe can produce earnings in a difficult economy. In prior reports we have talked about risk, and how we felt it wasn't being properly weighed in the investment equation. As that changes, and as risk becomes more of a focus, we believe it should benefit the Fund's higher-quality, more predictably growing companies. As a result, we feel good regarding the prospects of the Fund's portfolio, even as we enter what will likely be a volatile and uneven 2008. On the option writing side, the VIX Index spiked upward at the end of 2007 from very low levels. (VIX is the ticker symbol for the Chicago Board Options Exchange Volatility Index, a popular measure of the implied volatility of S&P 500 index options.) We believe that this increase in volatility, if sustained, should enable the Fund to earn greater option premiums than in the past. Annual Report | December 31, 2007 | 7 MCN | Madison/Claymore Covered Call & Equity Strategy Fund | QUESTIONS & ANSWERS continued -------------------------------------------------------------------------------- MCN RISKS AND OTHER CONSIDERATIONS There can be no assurance that the Fund will achieve its investment objectives. The value of the Fund will fluctuate with the value of the underlying securities. Historically, closed-end funds often trade at a discount to their net asset value. A strategy of writing (selling) covered call options entails various risks. For example, the correlation between the equity securities and options markets may, at times, be imperfect and can furthermore be affected by market behavior and unforeseen events, thus causing a given transaction to not achieve its objectives. There may be times when the Fund will be required to purchase or sell equity securities to meet its obligations under the options contracts on certain options at inopportune times when it may not be beneficial to the Fund. The Fund will forego the opportunity to profit from increases in the market value of equity securities that it has written call options on, above the sum of the premium and the strike price of the option. Furthermore, the Fund's downside protection on equity securities it has written call options on would be limited to the amount of the premium received for writing the call option and thus the Fund would be at risk for any further price declines in the stock below that level. Please refer to the Fund's prospectus for a more thorough discussion of the risks associated with investments in options on equity securities. An investment in the Fund includes, but is not limited to, risks and considerations such as: Investment Risk, Not a Complete Investment Program, Equity Risk, Risks Associated with Options on Securities, Limitation on Option Writing Risk, Risks of Mid-Cap Companies, Income Risk, Foreign Securities Risk, Industry Concentration Risk, Derivatives Risk, Illiquid Securities Risk, Fund Distribution Risk, Market Discount Risk, Other Investment Companies, Financial Leverage Risk, Management Risk, Risks Related to Preferred Securities, Interest Rate Risk, Inflation Risk, Current Developments Risk and Anti-Takeover Provisions. Fund Distribution Risk: In order to make regular quarterly distributions on its common shares, the Fund may have to sell a portion of its investment portfolio at a time when independent investment judgment may not dictate such action. In addition, the Fund's ability to make distributions more frequently than annually from any net realized capital gains by the Fund is subject to the Fund obtaining exemptive relief from the Securities and Exchange Commission, which cannot be assured. To the extent the total quarterly distributions for a year exceed the Fund's net investment company income and net realized capital gain for that year, the excess will generally constitute a return of the Fund's capital to its common shareholders. Such return of capital distributions generally are tax-free up to the amount of a common shareholder's tax basis in the common shares (generally, the amount paid for the common shares). In addition, such excess distributions will decrease the Fund's total assets and may increase the Fundexpense ratio. Risks Associated with Options on Securities: There are several risks associated with transactions in options on securities. For example, 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. As the writer of a covered call option, 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 should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price. 8 | Annual Report | December 31, 2007 MCN | Madison/Claymore Covered Call & Equity Strategy Fund Fund SUMMARYlAS OF DECEMBER 31, 2007 (unaudited) FUND STATISTICS ------------------------------------------------------- Share Price $11.41 Common Share Net Asset Value $13.02 Premium/(Discount) to NAV -12.37% Net Assets ($000) $250,781 ------------------------------------------------------- TOTAL RETURNS ------------------------------------------------------- (INCEPTION 7/28/04) MARKET NAV ------------------------------------------------------- One Year -16.85% -3.81% Three Year - average annual 0.30% 4.09% Since Inception - average annual 0.66% 5.86% ------------------------------------------------------- % OF LONG TERM SECTOR BREAKDOWN INVESTMENTS ------------------------------------------------------- Health Care 23.5% Consumer Discretionary 22.4% Technology 17.2% Financials 13.9% Consumer Services 7.0% Energy 6.8% Computers 2.4% Exchange-Traded Funds 2.2% Software 2.1% Industrial 1.5% Insurance 1.0% ------------------------------------------------------- % OF LONG-TERM TOP TEN HOLDINGS INVESTMENTS ------------------------------------------------------- Apache Corp. 5.4% UnitedHealth Group, Inc. 4.9% eBay, Inc. 3.7% Cisco Systems, Inc. 3.6% Williams-Sonoma, Inc. 3.5% American Eagle Outfitters, Inc. 3.4% Biogen Idec, Inc. 3.4% Morgan Stanley Co. 3.4% Intuit, Inc. 3.3% Capital One Financial Corp. 3.2% ------------------------------------------------------- Sectors and holdings are subject to change daily. For more current information, please visit www.claymore.com. The above summaries are provided for informational purposes only and should not be viewed as recommendations. Past performance does not guarantee future results. Line Chart: SHARE PRICE & NAV PERFORMANCE Share Price NAV 12/31/06 15.11 14.84 14.98 14.88 15.1 14.98 14.95 14.95 15.12 14.94 15.13 14.96 15.22 14.99 15.16 15.05 15.22 15.09 15.21 15.07 15.22 15.06 15.17 15.01 15.14 15.05 15.21 14.97 15.13 14.97 15.18 15.03 15.09 15 15.09 14.98 15.2 14.97 15.47 15 15.42 15.06 15.52 15.11 15.59 15.12 15.74 15.11 15.54 15.14 15.66 15.18 15.75 15.17 15.66 15.13 15.8 15.1 15.1 14.81 15.12 14.89 15.2 14.92 15.1 14.91 15.1 14.94 15.08 14.94 15 14.96 14.95 14.94 14.99 14.9 14.85 14.63 14.85 14.64 14.95 14.6 14.88 14.48 14.73 14.39 14.71 14.54 14.87 14.55 14.95 14.57 15 14.58 15 14.59 14.99 14.41 14.86 14.48 15.04 14.52 15.05 14.49 15 14.56 15.05 14.61 15.16 14.79 15.03 14.77 15.16 14.77 15.1 14.77 15.12 14.7 15.1 14.62 15.09 14.63 15.25 14.63 15.18 14.61 15.23 14.71 15.16 14.72 15.15 14.76 15.14 14.77 15.2 14.79 15.19 14.74 15.23 14.8 15.21 14.84 15.14 14.94 15.1 14.98 15.12 15.01 15.12 15 15.23 15.05 15.29 15.03 15.4 15.02 15.53 15.07 15.46 15.09 15.53 15.08 15.5 15.01 15.3 15.03 15.23 15.1 15.31 15.11 15.48 15.11 15.41 15.11 15.46 15.1 15.52 15.15 15.48 15.02 15.06 14.74 15 14.71 14.97 14.66 14.96 14.74 14.95 14.7 14.76 14.78 14.76 14.8 14.75 14.81 14.76 14.8 14.58 14.75 14.7 14.77 14.85 14.79 14.95 14.84 14.87 14.88 15 14.91 14.99 14.92 15.05 14.87 14.9 14.83 14.7 14.71 14.8 14.8 14.75 14.8 14.72 14.75 14.88 14.83 14.82 14.86 14.79 14.89 14.77 14.91 14.8 14.88 14.77 14.83 14.76 14.86 14.64 14.77 14.64 14.77 14.59 14.74 14.62 14.82 14.68 14.82 14.73 14.79 14.84 14.84 15.03 14.85 15.1 14.87 15 14.92 14.95 14.9 14.79 14.81 14.93 14.85 15.12 14.99 14.96 14.97 14.96 14.95 14.92 14.94 14.79 14.9 14.92 14.92 14.83 14.86 14.82 14.84 14.73 14.73 14.5 14.74 14.05 14.54 14.05 14.4 14.1 14.46 14.33 14.25 14.15 14.19 14.14 14.25 14.09 13.96 14.08 14.08 13.98 14.24 14 14.44 13.95 14.15 13.89 14.1 13.63 13.76 13.05 13.58 12.15 13.44 11.93 13.44 12.82 13.7 12.99 13.7 12.98 13.74 13.3 13.87 13.4 13.85 13.43 13.97 13.36 13.87 13.04 13.69 13.07 13.85 13.1 13.84 13.3 13.95 13.43 14.03 13.36 13.92 13.46 13.92 13.34 13.78 13.5 13.73 13.58 13.89 13.46 13.9 13.54 14.02 13.4 14.02 13.32 13.96 13.58 14.23 13.53 14.26 13.35 14.14 13.27 14.16 13.1 14.1 13.15 14.02 13.02 14.1 13.05 14.14 13.09 14.13 13.16 14.25 13.16 14.28 13.2 14.28 13.36 14.26 13.53 14.38 13.5 14.32 13.52 14.34 13.41 14.34 13.21 14.29 13.21 14.31 13.15 14.21 13.03 14.13 13.03 14.12 12.97 14.06 12.67 13.83 12.65 13.93 12.77 13.95 12.56 13.93 12.41 13.85 12.46 14 12.55 14.07 12.45 14.03 12.53 14.11 12.35 13.85 12.3 13.79 12.28 13.67 12.3 13.76 12 13.54 11.77 13.54 11.71 13.45 11.72 13.48 11.65 13.4 11.75 13.32 11.5 13.21 11.5 13.22 11.26 13.02 11.19 13.01 11 12.89 11.13 13.06 11.03 12.81 11.05 12.98 11.36 13.28 11.35 13.29 11.49 13.36 11.63 13.29 11.63 13.23 11.74 13.32 11.78 13.47 11.8 13.45 11.89 13.56 11.66 13.25 11.56 13.23 11.46 13.13 11.19 13 11.1 12.93 11.1 12.99 11.12 12.96 11.02 13.02 11.19 13.14 11.53 13.2 11.46 13.17 11.25 13.03 11.25 13.02 12/31/07 11.41 13.02 Bar Chart: QUARTERLY DIVIDENDS PER SHARE 2/07 0.33 5/07 0.33 8/07 0.33 11/07 0.33 Pie Chart: PORTFOLIO COMPOSITION (% of Total Investments) Long-Term Investments 90.7% Short-Term Investments 9.3% Annual Report | December 31, 2007 | 9 MCN | Madison/Claymore Covered Call & Equity Strategy Fund Portfolio of INVESTMENTS | DECEMBER 31, 2007 NUMBER OF SHARES VALUE -------------------------------------------------------------------------------- COMMON STOCKS - 92.8% CONSUMER DISCRETIONARY - 21.3% 384,100 American Eagle Outfitters, Inc. $ 7,977,757 232,000 Bed Bath & Beyond, Inc. (a) 6,818,480 70,300 Best Buy Co., Inc. 3,701,295 140,000 Home Depot, Inc. 3,771,600 155,000 Kohl's Corp. (a) 7,099,000 210,000 Lowe's Cos., Inc. 4,750,200 230,000 Starbucks Corp. (a) 4,708,100 125,000 Target Corp. 6,250,000 320,000 Williams-Sonoma, Inc. 8,288,000 -------------------------------------------------------------------------------- 53,364,432 -------------------------------------------------------------------------------- COMPUTERS - 2.3% 234,200 Dell, Inc. (a) 5,740,242 -------------------------------------------------------------------------------- CONSUMER SERVICES - 6.6% 263,400 eBay, Inc. (a) 8,742,246 250,000 Intuit, Inc. (a) 7,902,500 -------------------------------------------------------------------------------- 16,644,746 -------------------------------------------------------------------------------- ENERGY - 6.5% 119,400 Apache Corp. 12,840,276 74,000 Unit Corp. (a) 3,422,500 -------------------------------------------------------------------------------- 16,262,776 -------------------------------------------------------------------------------- FINANCIALS - 13.2% 22,900 Affiliated Managers Group (a) 2,689,834 160,000 Capital One Financial Corp. 7,561,600 200,000 Citigroup, Inc. 5,888,000 155,000 Countrywide Financial Corp. 1,385,700 140,000 Merrill Lynch & Co., Inc. 7,515,200 150,000 Morgan Stanley Co. 7,966,500 -------------------------------------------------------------------------------- 33,006,834 -------------------------------------------------------------------------------- HEALTH CARE - 22.2% 115,000 Amgen, Inc. (a) 5,340,600 140,000 Biogen Idec, Inc. (a) 7,968,800 100,000 Community Health Systems, Inc. (a) 3,686,000 40,000 Genentech, Inc. (a) 2,682,800 95,000 Genzyme Corp. (a) 7,071,800 310,000 Mylan, Inc. (a) 4,358,600 270,000 Pfizer, Inc. 6,137,100 200,000 UnitedHealth Group, Inc. 11,640,000 58,900 Varian Medical System, Inc. (a) 3,072,224 57,500 Zimmer Holdings, Inc. (a) 3,803,625 -------------------------------------------------------------------------------- 55,761,549 -------------------------------------------------------------------------------- NUMBER OF SHARES VALUE -------------------------------------------------------------------------------- INDUSTRIAL - 1.4% 50,000 United Parcel Services Corp. - Class B $ 3,536,000 -------------------------------------------------------------------------------- INSURANCE 1.0% 103,400 MGIC Investment Corp. 2,319,262 -------------------------------------------------------------------------------- SOFTWARE - 2.0% 316,000 Symantec Corp. (a) 5,100,240 -------------------------------------------------------------------------------- TECHNOLOGY - 16.3% 110,000 Altera Corp. 2,125,200 140,000 Applied Materials, Inc. 2,486,400 320,000 Cisco Systems, Inc. (a) 8,662,400 570,000 Flextronics International Ltd. (Singapore) (a) 6,874,200 50,000 Intel Corp. 1,333,000 170,000 Linear Technology Corp. 5,411,100 36,000 Maxim Integrated Products, Inc. 953,280 208,800 QLogic Corp. (a) 2,964,960 250,000 Yahoo!, Inc. (a) 5,815,000 122,000 Zebra Technologies Corp. - Class A (a) 4,233,400 -------------------------------------------------------------------------------- 40,858,940 -------------------------------------------------------------------------------- Total Common Stocks - 92.8% (Cost $266,903,880) 232,595,021 -------------------------------------------------------------------------------- EXCHANGE-TRADED FUND - 2.0% 100,000 Powershares QQQ (Cost $5,051,950) 5,124,000 -------------------------------------------------------------------------------- Total Long Term Investments - 94.8% (Cost $271,955,830) 237,719,021 -------------------------------------------------------------------------------- SHORT-TERM INVESTMENTS - 10.3% MONEY MARKET FUNDS - 3.3% 8,246,231 AIM Liquid Assets Money Market Fund (Cost $8,246,231) 8,246,231 -------------------------------------------------------------------------------- PAR VALUE VALUE -------------------------------------------------------------------------------- REPURCHASE AGREEMENT - 6.0% $ 15,000,000 Morgan Stanley Co. (issued 12/31/07, yielding 1.050%; collateralized by $10,130,000 of original face of U.S. Treasury Inflation Protected Securities due 4/15/32; to be sold on 1/02/08 at $15,000,875) (Cost $15,000,000) $ 15,000,000 -------------------------------------------------------------------------------- U.S. GOVERNMENT - 1.0% 2,500,000 U.S. Treasury Note (coupon 4.375%, maturity 1/31/08) (Cost $2,500,439) 2,500,439 -------------------------------------------------------------------------------- Total Short-Term Investments - 10.3% (Cost $25,746,670) 25,746,670 -------------------------------------------------------------------------------- Total Investments - 105.1% (Cost $297,702,500) 263,465,691 Liabilities in excess of other assets - (1.0%) (2,509,767) Total Value of Options Written - (4.1%) (10,175,125) -------------------------------------------------------------------------------- Net Assets - 100.0% $250,780,799 ================================================================================ (a) Non-income producing security. See notes to financial statements. 10 | Annual Report | December 31, 2007 MCN | Madison/Claymore Covered Call & Equity Strategy Fund | PORTFOLIO OF INVESTMENTS continued CONTRACTS (100 SHARES EXPIRATION EXERCISE PER CONTRACT) CALL OPTIONS WRITTEN(a) DATE PRICE VALUE ----------------------------------------------------------------------------------------------------------- 100 Affiliated Managers Group January 2009 $ 120.00 $ 180,500 900 Altera Corp. January 2008 20.00 20,250 200 Altera Corp. January 2008 22.50 1,000 1,200 American Eagle Outfitters, Inc. January 2008 25.00 9,000 800 American Eagle Outfitters, Inc. (b) January 2008 26.63 6,000 350 Amgen, Inc. January 2008 65.00 1,750 750 Apache Corp. January 2008 70.00 2,827,500 69 Apache Corp. January 2008 75.00 225,630 175 Apache Corp. January 2008 80.00 482,125 200 Apache Corp. January 2008 85.00 453,000 1,395 Applied Materials, Inc. January 2008 20.00 10,462 200 Bed Bath & Beyond, Inc. February 2008 35.00 4,000 707 Bed Bath & Beyond, Inc. February 2008 37.50 5,303 1,158 Bed Bath & Beyond, Inc. January 2008 40.00 5,790 400 Best Buy Co., Inc. March 2008 47.50 260,000 300 Best Buy Co., Inc. June 2008 50.00 192,000 1,400 Biogen Idec, Inc. January 2008 50.00 1,043,000 123 Capital One Financial Corp. January 2008 70.00 615 200 Capital One Financial Corp. January 2008 75.00 1,000 500 Cisco Systems, Inc. January 2008 27.50 28,250 1,500 Cisco Systems, Inc. January 2008 30.00 13,500 200 Cisco Systems, Inc. January 2008 32.50 500 500 Cisco Systems, Inc. April 2008 32.50 21,250 750 Citigroup, Inc. March 2008 50.00 3,750 900 Community Health Systems, Inc. January 2008 40.00 20,250 771 Countrywide Financial Corp. January 2008 22.50 3,855 200 Countrywide Financial Corp. January 2008 25.00 1,000 200 Countrywide Financial Corp. April 2008 15.00 8,000 1,900 Dell, Inc. January 2008 27.50 14,250 1,334 eBay, Inc. January 2008 35.00 63,365 500 eBay, Inc. April 2008 37.50 70,000 5,100 Flextronics International Ltd. (Singapore) January 2008 12.50 104,550 400 Genentech, Inc. January 2008 75.00 3,000 950 Genzyme Corp. January 2008 65.00 940,500 1,128 Home Depot, Inc. February 2008 37.50 5,640 272 Home Depot, Inc. February 2008 40.00 1,360 500 Intel Corp. January 2008 22.50 215,000 840 Intuit, Inc. January 2008 30.00 163,800 1,660 Intuit, Inc. January 2008 32.50 74,700 1,000 Kohl's Corp. April 2008 50.00 242,500 1,700 Linear Technology Corp. January 2008 35.00 21,250 CONTRACTS (100 SHARES EXPIRATION EXERCISE PER CONTRACT) CALL OPTIONS WRITTEN(a) DATE PRICE VALUE ----------------------------------------------------------------------------------------------------------- 200 Lowe's Cos., Inc. January 2008 $ 27.50 $ 1,000 300 Lowe's Cos., Inc. January 2008 30.00 1,500 1,600 Lowe's Cos., Inc. January 2008 32.50 8,000 360 Maxim Integrated Products, Inc. January 2008 30.00 2,700 700 Merrill Lynch & Co., Inc. January 2008 75.00 3,500 700 Merrill Lynch & Co., Inc. January 2008 80.00 3,500 479 MGIC Investment Corp. March 2008 25.00 148,490 356 MGIC Investment Corp. January 2008 40.00 1,780 100 Morgan Stanley Co. January 2008 60.00 1,750 1,100 Morgan Stanley Co. January 2008 65.00 5,500 1,105 Mylan, Inc. January 2008 17.50 5,525 502 Mylan, Inc. April 2008 17.50 10,040 1,592 Pfizer, Inc. January 2008 25.00 11,940 400 Powershares QQQ January 2008 50.00 80,000 600 Powershares QQQ January 2008 53.00 80,400 201 QLogic Corp. January 2008 12.50 35,175 314 QLogic Corp. April 2008 15.00 26,690 73 QLogic Corp. January 2008 17.50 365 1,100 Starbucks Corp. April 2008 22.50 90,750 300 Starbucks Corp. July 2008 22.50 42,000 860 Symantec Corp. January 2008 17.50 6,450 2,300 Symantec Corp. January 2008 20.00 11,500 350 Target Corp. January 2008 60.00 4,375 900 Target Corp. January 2008 65.00 4,500 500 UnitedHealth Group, Inc. January 2008 50.00 417,500 900 UnitedHealth Group, Inc. January 2008 55.00 319,500 200 UnitedHealth Group, Inc. March 2008 55.00 98,000 400 UnitedHealth Group, Inc. June 2008 60.00 134,000 500 United Parcel Services Corp. - Class B January 2008 75.00 6,250 409 Varian Medical System, Inc. May 2008 45.00 368,100 180 Varian Medical System, Inc. January 2008 45.00 130,500 2,950 Williams-Sonoma, Inc. February 2008 32.50 29,500 620 Zebra Technologies Corp. - Class A February 2008 35.00 113,150 375 Zebra Technologies Corp. - Class A May 2008 40.00 48,750 ----------------------------------------------------------------------------------------------------------- TOTAL VALUE OF CALL OPTIONS WRITTEN (Premiums received $16,621,167) 10,001,875 ----------------------------------------------------------------------------------------------------------- PUT OPTIONS WRITTEN 1,540 Mylan, Inc. January 2008 15.00 173,250 ----------------------------------------------------------------------------------------------------------- TOTAL VALUE OF PUT OPTIONS WRITTEN (Premiums received $153,547) 173,250 ----------------------------------------------------------------------------------------------------------- TOTAL OPTIONS WRITTEN (Premiums received $16,774,714) $ 10,175,125 =========================================================================================================== (a) Non-income producing security (b) Represents 150 shares per contract. See notes to financial statements. Annual Report | December 31, 2007 | 11 MCN | Madison/Claymore Covered Call & Equity Strategy Fund Statement of ASSETS AND LIABILITIES | DECEMBER 31, 2007 ASSETS Investments, at value (cost $297,702,500) $263,465,691 Investments sold receivable 279,560 Dividends and interest receivable 117,570 Other assets 5,515 --------------------------------------------------------------------------------------------------------------- Total assets 263,868,336 --------------------------------------------------------------------------------------------------------------- LIABILITIES Options written, at value (premiums received of $16,774,714) 10,175,125 Payables: Investments purchased 2,535,717 Investment advisory fee 107,942 Investment management fee 107,942 Other affiliates 17,530 Trustees' fees 1,357 Accrued expenses and other liabilities 141,924 --------------------------------------------------------------------------------------------------------------- Total liabilities 13,087,537 --------------------------------------------------------------------------------------------------------------- NET ASSETS $250,780,799 =============================================================================================================== COMPOSITION OF NET ASSETS Common stock, $.01 par value per share; unlimited number of shares authorized, 19,268,423 shares issued and outstanding $ 192,684 Additional paid-in capital 275,590,772 Accumulated net realized gain on investments and options transactions 2,634,563 Net unrealized depreciation on investments and options transactions (27,637,220) --------------------------------------------------------------------------------------------------------------- NET ASSETS $250,780,799 =============================================================================================================== NET ASSET VALUE (based on 19,268,423 common shares outstanding) $ 13.02 =============================================================================================================== See notes to financial statements. 12 | Annual Report | December 31, 2007 MCN | Madison/Claymore Covered Call & Equity Strategy Fund Statement of OPERATIONS | FOR THE YEAR ENDED DECEMBER 31, 2007 INVESTMENT INCOME Dividends $ 4,644,914 Interest 2,143,961 --------------------------------------------------------------------------------------------------------------- Total income $ 6,788,875 --------------------------------------------------------------------------------------------------------------- EXPENSES Investment advisory fee 1,382,347 Investment management fee 1,382,347 Professional fees 180,417 Trustees' fees and expenses 137,223 Printing expenses 94,075 Custodian fee 77,420 Fund accounting 70,294 Administrative fee 68,382 Transfer agent fee 31,556 Insurance 19,085 NYSE listing fee 16,068 Other 9,968 --------------------------------------------------------------------------------------------------------------- Total expenses 3,469,182 --------------------------------------------------------------------------------------------------------------- Net investment income 3,319,693 --------------------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on: Investments 8,952,069 Options 13,132,770 Net change in unrealized appreciation (depreciation) on: Investments (48,253,918) Options 13,025,167 --------------------------------------------------------------------------------------------------------------- Net realized and unrealized loss on investments and options transactions (13,143,912) --------------------------------------------------------------------------------------------------------------- NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(9,824,219) =============================================================================================================== See notes to financial statements. Annual Report | December 31, 2007 | 13 MCN | Madison/Claymore Covered Call & Equity Strategy Fund Statement of CHANGES IN NET ASSETS FOR THE FOR THE YEAR ENDED YEAR ENDED DECEMBER 31, 2007 DECEMBER 31, 2006 ---------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS Net investment income $ 3,319,693 $ 116,196 Net realized gain on investments and options 22,084,839 24,085,337 Net unrealized appreciation (depreciation) on investments and options (35,228,751) 2,944,176 ---------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (9,824,219) 27,145,709 ---------------------------------------------------------------------------------------------------------------- DISTRIBUTIONS TO SHAREHOLDERS From and in excess of net investment income (25,364,524) (25,045,274) ---------------------------------------------------------------------------------------------------------------- CAPITAL SHARE TRANSACTIONS Reinvestment of dividends 2,119,016 3,406,095 ---------------------------------------------------------------------------------------------------------------- Total increase (decrease) in net assets (33,069,727) 5,506,530 NET ASSETS: Beginning of period 283,850,526 278,343,996 ---------------------------------------------------------------------------------------------------------------- End of period (including distributions in excess of net investment income of $0 and $0, respectively) $250,780,799 $283,850,526 ================================================================================================================ See notes to financial statements. 14 | Annual Report | December 31, 2007 MCN | Madison/Claymore Covered Call & Equity Strategy Fund Financial HIGHLIGHTS FOR THE PERIOD FOR THE FOR THE FOR THE JULY 28, 2004* YEAR ENDED YEAR ENDED YEAR ENDED THROUGH DECEMBER 31, 2007 DECEMBER 31, 2006 DECEMBER 31, 2005 DECEMBER 31, 2004 ------------------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 14.84 $ 14.74 $ 15.14 $ 14.33(a) ------------------------------------------------------------------------------------------------------------------------------- INVESTMENT OPERATIONS Net investment income (loss)(b) 0.17 0.01 (0.02) (0.02) Net realized and unrealized gain (loss) on investments and options (0.67) 1.41 0.94 1.16 ------------------------------------------------------------------------------------------------------------------------------- Total from investment operations (0.50) 1.42 0.92 1.14 ------------------------------------------------------------------------------------------------------------------------------- DISTRIBUTIONS FROM AND IN EXCESS OF NET INVESTMENT INCOME (1.32) (1.32) (1.32) (0.30) ------------------------------------------------------------------------------------------------------------------------------- OFFERING EXPENSES CHARGED TO PAID-IN-CAPITAL - - - (0.03) ------------------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, END OF PERIOD $ 13.02 $ 14.84 $ 14.74 $ 15.14 ------------------------------------------------------------------------------------------------------------------------------- MARKET VALUE, END OF PERIOD $ 11.41 $ 15.11 $ 14.80 $ 14.90 ------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN(C) Net asset value -3.81% 10.22% 6.36% 7.80% Market value -16.85% 11.86% 8.49% 1.35% RATIOS AND SUPPLEMENTAL DATA Net assets end of period (thousands) $ 250,781 $ 283,851 $ 278,344 $ 280,290 Ratio of expenses to average net assets 1.25% 1.28% 1.27% 1.24%(d) Ratio of net investment income (loss) to average net assets 1.20% 0.04% (0.16%) (0.36%)(d) Portfolio turnover 103% 59% 109% 33% * Commencement of investment operations. (a) Before deduction of offering expenses charged to capital. (b) Based on average shares outstanding. (c) Total investment return is calculated assuming a purchase of a common share at the beginning of the period and a sale on the last day of the period reported either at net asset value (NAV) or market price per share. Dividends and distributions are assumed to be reinvested at NAV for returns at NAV or in accordance with the Fund's dividend reinvestment plan for returns at market value. Total investment return does not reflect brokerage commissions. A return calculated for a period of less than one year is not annualized. (d) Annualized. See notes to financial statements. Annual Report | December 31, 2007 | 15 MCN | Madison/Claymore Covered Call & Equity Strategy Fund Notes to FINANCIAL STATEMENTS | DECEMBER 31, 2007 Note 1 - ORGANIZATION Madison/Claymore Covered Call & Equity Strategy Fund (formerly the Madison/Claymore Covered Call Fund) (the "Fund") was organized as a Delaware statutory trust on May 6, 2004. The Fund is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940. The Fund's primary investment objective is to provide a high level of current income and current gains, with a secondary objective of long-term capital appreciation. The Fund will, under normal market conditions, pursue its primary investment objective by allocating at least 80% of total assets to an integrated investment strategy pursuant to which the Fund invests in a portfolio of equity securities consisting primarily of high quality, large capitalization common stocks that are, in the view of the Fund's investment manager, selling at a reasonable price in relation to their long-term earnings growth rates and writes (sells) covered call options against a portion of the equity securities held; pending investment in equity securities or covered call options, assets of the Fund allocated to its integrated investment strategy will be held in cash or cash equivalents. The Fund seeks to produce a high level of current income and gains through premiums received from writing options and, to a lesser extent, from dividends. There can be no assurance that the Fund will achieve its investment objectives. The Fund's investment objectives are considered fundamental and may not be changed without shareholder approval. Note 2 - SIGNIFICANT ACCOUNTING POLICIES: The preparation of the financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates. The following is a summary of significant accounting policies consistently followed by the Fund. (a) VALUATION OF INVESTMENTS Readily marketable portfolio securities listed on an exchange or traded in the over-the-counter market are generally valued at their last reported sale price. If no sales are reported, the securities are valued at the mean of the closing bid and asked prices on such day. If no bid or asked prices are quoted on such day, then the security is valued by such method as the Fund's Board of Trustees shall determine in good faith to reflect its fair value. Securities traded on NASDAQ are valued at the NASDAQ official closing price. Portfolio securities traded on more than one securities exchange are valued at the last sale price at the close of the exchange representing the principal market for such securities. Debt securities are valued at the last available bid price for such securities or, if such prices are not available, at the mean between the last bid and asked price. Exchange-traded options are valued at the mean of the best bid and best asked prices across all option exchanges. Short-term debt securities having a remaining maturity of sixty days or less are valued at amortized cost, which approximates market value. (b) INVESTMENT TRANSACTIONS AND INVESTMENT INCOME Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded on an accrual basis. Discounts or premiums on debt securities purchased are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. To earn greater income on otherwise uninvested cash temporarily held by the Fund, such as income earned from stock sold or called away, stock dividends and covered call writing premiums, the Fund may invest such cash in repurchase agreements. Repurchase agreements are short-term investments in which the Fund acquires ownership of a debt security and the seller agrees to repurchase the security at a future time and specified price. Repurchase agreements are fully collateralized by the underlying debt security. The Fund will make payment for such securities only upon physical delivery or evidence of book entry transfer to the account of the custodian bank. The seller is required to maintain the value of the underlying security at not less than the repurchase proceeds due the Fund. (c) OPTIONS An option on a security is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option at a specified exercise or "strike" price. The writer of an option on a security has an obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case of a call) or to pay the exercise price upon delivery of the underlying security (in the case of a put). There are several risks associated with transactions in options on securities. As the writer of a covered call option, 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 should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fill its obligation as writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price. 16 | Annual Report | December 31, 2007 (d) DISTRIBUTIONS TO SHAREHOLDERS The Fund declares and pays quarterly dividends to common shareholders. Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. These dividends consist of investment company taxable income, which generally includes qualified dividend income, ordinary income and short-term capital gains, including premiums received on written options. Realized short-term capital gains are considered ordinary income for tax purposes and will be reclassified at the Fund's fiscal year end on the Fund's Statement of Assets and Liabilities from accumulated net realized gains to distributions in excess of net investment income. Any net realized long-term capital gains are distributed annually to common shareholders. Note 3 - INVESTMENT ADVISORY AGREEMENT, INVESTMENT MANAGEMENT AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES: Pursuant to an Investment Advisory Agreement (the "Agreement") between the Fund and Claymore Advisors, LLC (the "Adviser"), the Adviser will furnish offices, necessary facilities and equipment, provide certain administrative services, oversee the activities of Madison Asset Management LLC (the "Investment Manager"), provide personnel, including certain officers required for the Fund's administrative management and compensate all officers and trustees of the Fund who are its affiliates. As compensation for these services, the Fund will pay the Investment Adviser a fee, payable monthly, in an annual amount equal to 0.50% of the Fund's average daily managed assets. Managed assets equal the net assets of the Fund plus any assets attributable to financial leverage. Pursuant to an Investment Management Agreement between the Fund and the Investment Manager, the Investment Manager, under the supervision of the Fund's Board of Trustees and the Adviser, will provide a continuous investment program for the Fund's portfolio; provide investment research and make and execute recommendations for the purchase and sale of securities; and provide certain facilities and personnel, including officers required for the Fund's administrative management and compensation of all officers and trustees of the Fund who are its affiliates. As compensation for these services, the Fund will pay the Investment Manager a fee, payable monthly, in an annual amount equal to 0.50% of the Fund's average daily managed assets. Under separate Fund Administration and Fund Accounting agreements, the Adviser provides fund administration services and the Investment Manager provides fund accounting services to the Fund. The Adviser receives a fund administration fee payable monthly at the annual rate set forth below as a percentage of the average daily managed assets of the Fund: MANAGED ASSETS RATE ----------------------------------------------- First $200,000,000 0.0275% Next $300,000,000 0.0175% Next $500,000,000 0.0125% Over $1,000,000,000 0.0100% The Investment Manager receives a fund accounting fee based on the combined managed assets of the Fund and the Madison Strategic Sector Premium Fund, a closed-end investment company sponsored by the Investment Manager. The fund accounting fee is allocated on a prorated basis of the managed assets of each fund. This fee is payable monthly at the annual rate set forth below as a percentage of the average daily managed assets of the two funds: MANAGED ASSETS RATE ----------------------------------------------- First $200,000,000 0.0275% Next $300,000,000 0.0200% Next $500,000,000 0.0150% Over $1,000,000,000 0.0100% Certain officers and trustees of the Fund are also officers and directors of Claymore Advisors, LLC or Madison Asset Management LLC. The Fund does not compensate its officers or trustees who are officers of the two aforementioned firms. Annual Report | December 31, 2007 | 17 MCN | Madison/Claymore Covered Call & Equity Strategy Fund | NOTES TO FINANCIAL STATEMENTS continued Note 4 - FEDERAL INCOME TAXES: The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, no provision for U.S. federal income taxes is required. In addition, by distributing substantially all of its ordinary income and long-term capital gains, if any, during each calendar year, the Fund intends not to be subject to U.S. federal excise tax. Due to inherent differences in the recognition of income, expenses, and realized gains/losses under U.S. generally accepted accounting principles and federal income tax purposes, permanent differences between book and tax basis reporting have been identified and appropriately reclassified on the Statement of Assets and Liabilities. A permanent book and tax difference relating to a distribution reclass in the amount of $22,044,831 was reclassified from accumulated undistributed net investment income to accumulated net realized gain. Net realized gains or losses may differ for financial reporting and tax reporting primarily as a result of the deferral of losses relating to wash sale transactions. Information on the components of investments, excluding written options, and net assets as of December 31, 2007 is as follows: UNDISTRIBUTED COST OF NET TAX NET TAX LONG-TERM INVESTMENTS GROSS TAX GROSS TAX UNREALIZED UNREALIZED UNDISTRIBUTED GAIN/ FOR TAX UNREALIZED UNREALIZED DEPRECIATION ON DEPRECIATION ORDINARY (ACCUMULATED PURPOSES APPRECIATION DEPRECIATION INVESTMENTS ON DERIVATIVES INCOME CAPITAL LOSS) ----------------------------------------------------------------------------------------------------------------- $298,376,256 $9,160,876 $(44,071,441) $(34,910,565) $6,599,589 $3,308,319 $ 0 For the years ended December 31, 2007 and 2006, the tax character of distributions paid to common shareholders as reflected in the statement of changes in net assets was as follows: DISTRIBUTIONS PAID FROM: 2007 2006 ------------------------------------------------------------------ Ordinary income $25,023,276 $22,630,077 Long-term capital gain 341,248 2,415,197 ------------------------------------------------------------------ $25,364,524 $25,045,274 ------------------------------------------------------------------ On July 13, 2006, the Financial Accounting Standards Board ("FASB") released FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the effective date. Management has evaluated the implications of FIN 48 and has determined it does not have any impact on the Fund's financial statements as of December 31, 2007. Tax years ended 2004, 2005 and 2006 remain subject to examination by major jurisdictions. Note 5 - INVESTMENT TRANSACTIONS AND OPTIONS WRITTEN: During the year ended December 31, 2007, the cost of purchases and proceeds from sales of investments, excluding written options and short-term investments were $258,611,242 and $259,526,286, respectively. Transactions in option contracts during the year ended December 31, 2007 were as follows: NUMBER OF PREMIUMS CONTRACTS RECEIVED ------------------------------------------------------------------- Options outstanding, beginning of year 69,868 $17,331,527 Options written during the year 129,955 34,641,875 Options expired during the year (45,090) (8,141,607) Options closed during the year (28,670) (8,386,831) Options assigned during the year (67,565) (18,670,250) ------------------------------------------------------------------- Options outstanding, end of year 58,498 $16,774,714 =================================================================== 18 | Annual Report | December 31, 2007 MCN | Madison/Claymore Covered Call & Equity Strategy Fund | NOTES TO FINANCIAL STATEMENTS continued Note 6 - CAPITAL COMMON SHARES The Fund has an unlimited amount of common shares, $0.01 par value authorized and 19,268,423 issued and outstanding. Transactions in common shares were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2007 DECEMBER 31, 2006 -------------------------------------------------------------------------------- Beginning Shares 19,124,936 18,889,180 Shares issued through dividend reinvestment 143,487 235,756 -------------------------------------------------------------------------------- Ending Shares 19,268,423 19,124,936 -------------------------------------------------------------------------------- Note 7 - INDEMNIFICATIONS In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is dependent upon claims that may be made against the Fund in the future, and, therefore cannot be estimated; however, the risk of material loss from such claims is considered remote. Note 8 - RECENT ACCOUNTING PRONOUNCEMENTS In September, 2006, the FASB issued Statement of Financial Accounting Standards No. 157, "Fair Valuation Measurements" ("FAS 157"). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. As of December 31, 2007, the Funds do not believe the adoption of FAS 157 will impact the amounts reported in the financial statements, however, additional disclosure will be required about the inputs used to develop measurements of fair value and the effect of certain of the measurements reported in the statement of operations for a fiscal period. Note 9 - SUBSEQUENT EVENT: On February 1, 2008, the Board of Trustees declared a quarterly dividend of $0.33 per common share. This dividend is payable February 29, 2008 to shareholders of record on February 15, 2008. Annual Report | December 31, 2007 | 19 MCN | Madison/Claymore Covered Call & Equity Strategy Fund Report of INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF MADISON/CLAYMORE COVERED CALL & EQUITY STRATEGY FUND We have audited the accompanying statement of assets and liabilities of Madison/Claymore Covered Call & Equity Strategy Fund (formerly the Madison/Claymore Covered Call Fund) (the "Fund"), including the portfolio of investments, as of December 31, 2007, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from July 28, 2004 (commencement of investment operations) through December 31, 2004. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Madison/Claymore Covered Call & Equity Strategy Fund at December 31, 2007, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from July 28, 2004 (commencement of investment operations) through December 31, 2004, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Chicago, Illinois February 20, 2008 20 | Annual Report | December 31, 2007 MCN | Madison/Claymore Covered Call & Equity Strategy Fund Supplemental INFORMATION | (unaudited) FEDERAL INCOME TAX INFORMATION Qualified dividend income of as much as $4,634,322 was received by the Fund through December 31, 2007. The Fund intends to designate the maximum amount of dividends that qualify for the reduced tax rate pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003. For corporate shareholders, $4,644,914 of investment income qualifies for dividends-received deduction. The Fund hereby designates $341,248 of distributions as long-term capital gains according to IRC Section 852(b)(3)(C). In January 2008, shareholders will be advised on IRS Form 1099 DIV or substitute 1099 DIV as to the federal tax status of the distributions received by shareholders in calendar year 2007. RESULTS OF SHAREHOLDER VOTES The Annual Meeting of Shareholders of the Fund was held on August 13, 2007. Holders of the Fund's common shares of beneficial interest voted on the election of Trustees. Voting results for the election of Trustees are set forth below: # OF SHARES IN FAVOR # OF SHARES WITHHELD --------------------------------------------------------------------- Ronald A. Nyberg 17,313,938 275,683 Ronald E. Toupin, Jr. 17,309,526 280,095 Lorence D. Wheeler 17,297,875 291,746 The terms of the following Trustees of the Fund did not expire in 2007: Randall C. Barnes, Philip E. Blake, Frank Burgess, Nicholas Dalmaso and James R. Imhoff, Jr. TRUSTEES The Trustees of the Madison/Claymore Covered Call & Equity Strategy Fund and their principal occupations during the past five years: NAME, ADDRESS*, YEAR TERM OF OFFICE** PRINCIPAL OCCUPATION DURING NUMBER OF PORTFOLIOS OF BIRTH AND POSITION(S) AND LENGTH OF THE PAST FIVE YEARS AND IN FUND COMPLEX*** OTHER DIRECTORSHIPS HELD WITH REGISTRANT TIME SERVED OTHER AFFILIATIONS OVERSEEN BY TRUSTEE HELD BY TRUSTEE ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT TRUSTEES: ------------------------------------------------------------------------------------------------------------------------------------ Randall C. Barnes Since 2004 Formerly, Senior Vice President & 47 None. Year of birth: 1951 Treasurer (1993-1997), President, Trustee Pizza Hut International (1991-1993) and Senior Vice President, Strategic Planning and New Business Development (1987-1990) of PepsiCo, Inc.(1987-1997). ------------------------------------------------------------------------------------------------------------------------------------ Philip E. Blake Since 2004 Private investor; Managing Partner 1 Director, Madison Year of birth: 1944 of Forecastle Inc. (2000-present). Newspapers, Inc., 1 South Pinckney Street Forecastle, Inc, Suite 501 Nemtes, Inc. Madison, WI 53703 Trustee, the Mosaic Trustee family of mutual funds and Madison Strategic Sector Premium Fund. ------------------------------------------------------------------------------------------------------------------------------------ James R. Imhoff, Jr. Since 2004 Chairman and CEO of First 1 Director, Park Bank. Year of birth: 1944 Weber Group. Trustee, the Mosaic 5250 East Terrace Drive family of mutual Madison, WI 53718 funds and Madison Trustee Strategic Sector Premium Fund. ------------------------------------------------------------------------------------------------------------------------------------ Ronald A. Nyberg Since 2004 Partner of Nyberg & Cassioppi, LLC, 50 None. Year of birth: 1953 a law firm specializing in corporate Trustee law, estate planning and business transactions from 2000-present. Formerly, Executive Vice President, General Counsel and Corporate Secretary of Van Kampen Investments (1982-1999). ------------------------------------------------------------------------------------------------------------------------------------ Ronald E. Toupin, Jr. Since 2004 Formerly, Vice President, Manager 47 None. Year of birth: 1958 and Portfolio Manager of Nuveen Trustee Asset Management (1998-1999), Vice President of Nuveen Investment Advisory Corp. (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). ------------------------------------------------------------------------------------------------------------------------------------ Lorence Wheeler Since 2004 Formerly, President of Credit Union 1 Director, Grand Year of birth: 1938 Benefits Services, Inc. and Pension Mountain Bank FSB. 135 Sunset Blvd. Specialist for CUNA Mutual Group. Trustee, the Mosaic Tabernash, CO 80478 family of mutual Trustee funds and Madison Strategic Sector Premium Fund. ------------------------------------------------------------------------------------------------------------------------------------ Annual Report | December 31, 2007 | 21 MCN | Madison/Claymore Covered Call & Equity Strategy Fund | SUPPLEMENTAL INFORMATION (unaudited) continued NAME, ADDRESS*, YEAR TERM OF OFFICE** PRINCIPAL OCCUPATION DURING NUMBER OF PORTFOLIOS OF BIRTH AND POSITION(S) AND LENGTH OF THE PAST FIVE YEARS AND IN FUND COMPLEX*** OTHER DIRECTORSHIPS HELD WITH REGISTRANT TIME SERVED OTHER AFFILIATIONS OVERSEEN BY TRUSTEE HELD BY TRUSTEE ------------------------------------------------------------------------------------------------------------------------------------ INTERESTED TRUSTEES: ------------------------------------------------------------------------------------------------------------------------------------ Frank E. Burgess+ Since 2004 Founder, President and CEO of 1 Director, Capital Year of birth: 1942 Madison Investment Advisors, Inc. Bankshares, Inc., 550 Science Drive (1974-present) and Madison Asset Outrider Foundation, Madison, WI 53711 Management, LLC Inc., and Santa Trustee and Barbara Community Senior Vice President Bankcorp. Trustee, the Mosaic family of mutual funds and Madison Strategic Sector Premium Fund. ------------------------------------------------------------------------------------------------------------------------------------ Nicholas Dalmaso++ Since 2004 Senior Managing Director and Chief 50 None. Year of birth: 1965 Administrative Officer of Claymore Trustee; Chief Legal and Advisors, LLC and Claymore Executive Officer Securities, Inc. (2007-present). Formerly, Senior Managing Director and General Counsel of Claymore Group Inc., Claymore Advisors, LLC and Claymore Securities, Inc. (2001-2007). Assistant General Counsel, John Nuveen and Co., Inc. (asset manager) (1999-2001). Former Vice President and Associate General Counsel of Van Kampen Investments, Inc. (1992-1999). ------------------------------------------------------------------------------------------------------------------------------------ * Address for all Trustees, unless otherwise noted: 2455 Corporate West Drive, Lisle, IL 60532 ** 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: - Messrs. Barnes and Burgess, as Class I Trustees, are expected to stand for re-election at the Fund's 2008 annual meeting of shareholders. - Messrs. Blake, Dalmaso and Imhoff, as Class II Trustees, are expected to stand for re-election at the Fund's 2009 annual meeting of shareholders. - Messrs. Nyberg, Toupin and Wheeler, as Class III Trustees, are expected to stand for re-election at the Fund's 2010 annual meeting of shareholders. *** The Claymore Fund Complex consists of U.S. registered investment companies advised or serviced by Claymore Advisors, LLC or Claymore Securities, Inc. The Claymore Fund Complex is overseen by multiple Boards of Trustees. + Mr. Burgess is an "interested person" (as defined in section 2(a) (19)) of the Fund because of his position as an officer of Madison Asset Management, LLC, the Fund's Investment Manager. ++ Mr. Dalmaso is an "interested person" (as defined in section 2(a) (19)) of the Fund because of his position as an officer of Claymore Advisors, LLC, the Fund's Investment Adviser. 22 | Annual Report | December 31, 2007 MCN | Madison/Claymore Covered Call & Equity Strategy Fund | SUPPLEMENTAL INFORMATION (unaudited) continued OFFICERS The Officers of the Madison/Claymore Covered Call & Equity Strategy Fund and their principal occupations during the past five years: NAME, ADDRESS*, YEAR OF BIRTH AND TERM OF OFFICE** AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS POSITION(S) HELD WITH REGISTRANT LENGTH OF TIME SERVED AND OTHER AFFILIATIONS ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS: ------------------------------------------------------------------------------------------------------------------------------------ Steven M. Hill Since 2004 Senior Managing Director of Claymore Advisors, LLC and Claymore Year of birth: 1964 Securities, Inc. (2005-present). Formerly, Chief Financial Officers Chief Financial Officer, (2005-2006) Claymore Group Inc. Managing Director of Claymore Chief Accounting Officer Advisors, LLC and Claymore Securities, Inc. (2003-2005). Previously, and Treasurer Treasurer of Henderson Global Funds and Operations Manager for Henderson Global Investors (North America) Inc. (2002-2003); Managing Director, FrontPoint Partners LLC (2001-2002). ------------------------------------------------------------------------------------------------------------------------------------ Jay Sekelsky Since 2004 Managing Director of Madison Investment Advisors, Inc.; Vice President 550 Science Drive of Madison Asset Management, LLC; Vice President of Funds in the Madison, WI 53711 Mosaic family of funds and Madison Strategic Sector Premium Fund. Year of birth: 1959 Vice President ------------------------------------------------------------------------------------------------------------------------------------ Kay Frank Since 2004 Managing Director of Madison Investment Advisors, Inc.; Vice President 550 Science Drive of Madison Asset Management, LLC; President of Funds in the Mosaic Madison, WI 53711 family of funds and President of Madison Strategic Sector Premium Year of birth: 1960 Fund. Vice President ------------------------------------------------------------------------------------------------------------------------------------ Stephen Share Since 2006 Vice President, Madison Asset Management, LLC (2004-present); 550 Science Drive Investment Analyst, University of Wisconsin Foundation (2003-2004); Madison, WI 53711 Research Analyst, Ark Asset Management (1999-2002). Year of birth: 1967 Vice President ------------------------------------------------------------------------------------------------------------------------------------ Ray DiBernardo Since 2004 Vice President of Madison Investment Advisors, Inc. Previously, Vice 550 Science Drive President and Portfolio Manager, Concord Investment Company. Madison, WI 53711 Year of birth: 1962 Vice President ------------------------------------------------------------------------------------------------------------------------------------ Matthew J. Patterson Since 2006 Vice President, Attorney of Claymore Securities, Inc. (2006-present) Year of birth: 1971 Chief Compliance Officer and Clerk, The Preferred Group of Mutual Secretary Funds (2005-2006); Chief Compliance Officer and Secretary, Caterpillar Investment Management Ltd. (2005-2006); Securities Counsel, Caterpillar, Inc. (2004-2006); Associate, Skadden, Arps, Slate, Meagher & Flom LLP (2002-2004). ------------------------------------------------------------------------------------------------------------------------------------ Melissa Nguyen Since 2005 Vice President of Claymore Securities, Inc.; previously, Associate, Year of birth: 1978 Vedder, Price, Kaufman & Kammholz, P.C. (2003-2005). Assistant Secretary ------------------------------------------------------------------------------------------------------------------------------------ Bruce Saxon Since 2006 Vice President - Fund Compliance Officer of Claymore Advisors, LLC Year of birth: 1957 (Feb 2006 - present). Chief Compliance Officer/Assistant Secretary of Chief Compliance Officer Harris Investment Management, Inc. (2003-2006). Director - Compliance of Harrisdirect LLC (1999-2003). ------------------------------------------------------------------------------------------------------------------------------------ James Howley Since 2006 Vice President, Fund Administration of Claymore Securities, Inc. Year of birth: 1972 (2004-present). Previously, Manager, Mutual Fund Administration of Van Assistant Treasurer Kampen Investments, Inc. ------------------------------------------------------------------------------------------------------------------------------------ * Address for all Officers unless otherwise noted: 2455 Corporate West Drive, Lisle, IL 60532 ** Officers serve at the pleasure of the Board of Trustees and until his or her successor is appointed and qualified or until his or her resignation or removal. Annual Report | December 31, 2007 | 23 MCN | Madison/Claymore Covered Call & Equity Strategy Fund Dividend Reinvestment PLAN | (unaudited) Unless the registered owner of common shares elects to receive cash by contacting the Plan Administrator, all dividends declared on common shares of the Fund will be automatically reinvested by the Bank of New York (the "Plan Administrator"), Administrator for shareholders in the Fund's Dividend Reinvestment Plan (the "Plan"), in additional common shares of the Fund. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Administrator prior to the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Some brokers may automatically elect to receive cash on your behalf and may re-invest that cash in additional common shares of the Fund for you. If you wish for all dividends declared on your common shares of the Fund to be automatically reinvested pursuant to the Plan, please contact your broker. The Plan Administrator will open an account for each common shareholder under the Plan in the same name in which such common shareholder's common shares are registered. Whenever the Fund declares a dividend or other distribution (together, a "Dividend") payable in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in common shares. The common shares will be acquired by the Plan Administrator for the participants' accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common shares from the Fund ("Newly Issued Common Shares") or (ii) by purchase of outstanding common shares on the open market ("Open-Market Purchases") on the New York Stock Exchange or elsewhere. If, on the payment date for any Dividend, the closing market price plus estimated brokerage commission per common share is equal to or greater than the net asset value per common share, the Plan Administrator will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares to be credited to each participant's account will be determined by dividing the dollar amount of the Dividend by the net asset value per common share on the payment date; provided that, if the net asset value is less than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per common share on the payment date. If, on the payment date for any Dividend, the net asset value per common share is greater than the closing market value plus estimated brokerage commission, the Plan Administrator will invest the Dividend amount in common shares acquired on behalf of the participants in Open-Market Purchases. If, before the Plan Administrator has completed its Open-Market Purchases, the market price per common share exceeds the net asset value per common share, the average per common share purchase price paid by the Plan Administrator may exceed the net asset value of the common shares, resulting in the acquisition of fewer common shares than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan Administrator is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making Open-Market Purchases and may invest the uninvested portion of the Dividend amount in Newly Issued Common Shares at net asset value per common share at the close of business on the Last Purchase Date provided that, if the net asset value is less than or equal to 95% of the then current market price per common share; the dollar amount of the Dividend will be divided by 95% of the market price on the payment date. The Plan Administrator maintains all shareholders' accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Common shares in the account of each Plan participant will be held by the Plan Administrator on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instruction of the participants. There will be no brokerage charges with respect to common shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commission incurred in connection with Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any Federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. All correspondence or questions concerning the Plan should be directed to the Plan Administrator, The Bank of New York, Attention: Stock Transfer Department, 101 Barclay 11W, New York, New York 10286, Phone Number: (866) 488-3559. 24 | Annual Report | December 31, 2007 MCN | Madison/Claymore Covered Call & Equity Strategy Fund Fund INFORMATION BOARD OF TRUSTEES Randall C. Barnes Philip E. Blake Frank Burgess* Nicholas Dalmaso* James Imhoff, Jr. Ronald A. Nyberg Ronald E. Toupin, Jr. Lorence Wheeler * Trustee is an "interested person" of the Fund as defined in the Investment Company Act of 1940, as amended. OFFICERS Nicholas Dalmaso Chief Executive and Legal Officer Steven M. Hill Chief Financial Officer, Chief Accounting Officer and Treasurer James Howley Assistant Treasurer Frank Burgess Senior Vice President Jay Sekelsky Vice President Kay Frank Vice President Stephen Share Vice President Ray DiBernardo Vice President Matthew Patterson Secretary Melissa Nguyen Assistant Secretary Bruce Saxon Chief Compliance Officer INVESTMENT MANAGER Madison Asset Management, LLC Madison, Wisconsin INVESTMENT ADVISER Claymore Advisors, LLC Lisle, Illinois ADMINISTRATOR Claymore Advisors, LLC Lisle, Illinois CUSTODIAN AND TRANSFER AGENT The Bank of New York New York, New York LEGAL COUNSEL Skadden, Arps, Slate, Meagher & Flom LLP Chicago, Illinois INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Chicago, Illinois PRIVACY PRINCIPLES OF MADISON/CLAYMORE COVERED CALL & EQUITY STRATEGY FUND FOR SHAREHOLDERS The Fund is committed to maintaining the privacy of shareholders and to safeguarding its non-public information. The following information is provided to help you understand what personal information the Fund collects, how we protect that information and why, in certain cases, we 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 the shareholders to Claymore Advisors, LLC employees 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. QUESTIONS CONCERNING YOUR SHARES OF MADISON/CLAYMORE COVERED CALL & EQUITY STRATEGY FUND? o If your shares are held in a Brokerage Account, contact your Broker. o If you have physical possession of your shares in certificate form, contact the Fund's Custodian and Transfer Agent: The Bank of New York, 101 Barclay 11W, New York, New York 10286 (866) 488-3559 This report is sent to shareholders of Madison/Claymore Covered Call & Equity Strategy Fund for their information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report. A description of the Fund's proxy voting policies and procedures related to portfolio securities is available without charge, upon request, by calling the Fund at (800) 345-7999 or on the U.S. Securities and Exchange Commission's ("SEC's") website at http://www.sec.gov. Information regarding how the Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by calling the Fund at (800) 345-7999 or by accessing the Fund's Form N-PX on the SEC's website at http://www.sec.gov. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Q is available on the SEC website at http://www.sec.gov. The Fund's Form N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330 or at www.claymore.com. In September 2007, the Fund submitted a CEO annual certification to the NYSE in which the Fund's principal executive officer certified that he was not aware, as of the date of the certification, of any violation by the Fund of the NYSE's Corporate Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund's principal executive and princpal financial officers have made quarterly certifications, including in filings with the SEC on forms N-CSR and N-Q, relating to, among other things, the Fund's disclosure controls and procedures and internal control over financial reporting. Annual Report | December 31, 2007 | 25 MCN | Madison/Claymore Covered Call & Equity Strategy Fund About the FUND MANAGERl MADISON ASSET MANAGEMENT, LLC Madison Asset Management, LLC, (MAM) a wholly-owned subsidiary of Madison Investment Advisors, Inc., with its affiliates, manages more than $9 billion in individual, corporate, pension, insurance, endowment and mutual fund assets. INVESTMENT PHILOSOPHY MAM believes in investing in high-quality growth companies, which deliver potentially consistent and sustainable earnings growth, yet sell at attractive valuations. Historically, shareholders of these types of companies have been rewarded over the long term with above-average returns, and favorable risk characteristics. Constructing portfolios with positive risk/reward profiles has historically allowed clients to participate during strong market environments, while mitigating potential declines. INVESTMENT PROCESS The managers employ a fundamental, bottom-up strategy in constructing equity portfolios. The managers look for companies that they believe are consistently growing at an above-average pace, yet sell at below-average multiple. The managers follow a rigorous three-step process when evaluating companies and then employ an actively-managed option strategy to help enhance income and mitigate downside risk. 1. BUSINESS MODEL. The managers look for a sustainable competitive advantage, cash flow that is both predictable and growing, as well as a rock-solid balance sheet. 2. MANAGEMENT. When assessing management, the managers look to see how the company has allocated capital in the past, their track record for enhancing shareholder value and the nature of their accounting practices. 3. PROPER VALUATION. The final step in the process is assessing the proper valuation for the company. The managers strive to purchase securities trading at a discount to their intrinsic value as determined by discounted cash flows. They corroborate this valuation work with additional valuation methodologies. The covered call investment strategy focuses on stocks in which the managers have high confidence in their continuing earnings growth rates, but sell at reasonable Price-Earnings Ratios. By writing the majority of the Fund's calls out-of-the-money, meaning the strike price is higher than the stock price, the Fund can participate in some stock appreciation while still receiving income in the form of option premiums. The covered call strategy also tends to reduce the risk compared to just owning the stock. 26 | Annual Report | December 31, 2007 MCN | Madison/Claymore Covered Call & Equity Strategy Fund (This page is intentionally left blank) Annual Report | December 31, 2007 | 27 CLAYMORE SECURITIES, INC. 2455 Corporate West Drive Lisle, IL 60532 Member FINRA/SIPC NOT FDIC-INSURED | NOT BANK-GUARANTEED | MAY LOSE VALUE MCN LISTED NYSE MCN-AR-1207 ITEM 2. CODE OF ETHICS. (a) The registrant has adopted a code of ethics (the "Code of Ethics") that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. (b) No information need be disclosed pursuant to this paragraph. (c) During the registrant's fiscal year ended December 31, 2007, the Code of Ethics was not amended. (d) The registrant has not granted a waiver or an implicit waiver to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions from a provision of its Code of Ethics during the period covered by this report. (e) Not applicable. (f) (1) The registrant's Code of Ethics is attached hereto as an exhibit. (2) Not applicable. (3) Not applicable. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The registrant's Board of Trustees has determined that it has at least one audit committee financial expert serving on its audit committee (the "Audit Committee"), Ronald E. Toupin, Jr. Mr. Toupin is an "independent" Trustee for purposes of this Item 3 of Form N-CSR. Mr. Toupin qualifies as an audit committee financial expert by virtue of his experience obtained as a portfolio manager and research analyst, which included review and analysis of offering documents and audited and unaudited financial statements using GAAP to show accounting estimates, accruals and reserves. (Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as amended, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the Audit Committee and Board of Trustees in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations or liability of any other member of the Audit Committee or Board of Trustees.) ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees: the aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $48,000 for the fiscal year ending December 31, 2007, and $46,000 for the fiscal year ending December 31, 2006. (b) Audit-Related Fees: the aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph 4(a) were $0 for the fiscal year ending December 31, 2007 and $0 for the fiscal year ending December 31, 2006. (c) Tax Fees: the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $6,000 for the fiscal year ending December 31, 2007 and $6,000 for the fiscal year ending December 31, 2006. (d) All Other Fees: the aggregate fees billed for products and services provided by the principal accountant, other than the services reported in paragraphs (a) and (c) of this Item were $0 for the fiscal year ending December 31, 2007 and $0 for the fiscal year ending December 31, 2006. The registrant's principal accountant did not bill fees for non-audit services that required approval by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the Registrant's last two fiscal years. (e) Audit Committee Pre-Approval Policies and Procedures. (i) The Audit Committee reviews, and in its sole discretion, pre-approves, pursuant to written pre-approval procedures (A) all engagements for audit and non-audit services to be provided by the principal accountant to the registrant and (B) all engagements for non-audit services to be provided by the principal accountant (1) to the registrant's investment adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser) and (2) to any entity controlling, controlled by or under common control with the registrant's investment adviser that provides ongoing services to the registrant; 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 registrant; provided that such pre-approval need not be obtained in circumstances in which the pre-approval requirement is waived under rules promulgated by the Securities and Exchange Commission or New York Stock Exchange listing standards. Sections IV.C.2 and IV.C.3 of the Audit Committee's revised Audit Committee Charter contain the Audit Committee's Pre-Approval Policies and Procedures and such sections are included below. V.C.2 Pre-approve any engagement of the independent auditors to provide any non-prohibited services to the I 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. V.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 non-audit services to the Adviser (or any "control I 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-prohibited 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. (ii) None of the services described in each of Items 4(b) through (d) were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Not applicable. (g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, the registrant's investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted with or overseen by another investment adviser) that directly related to the operations and financial reporting of the registrant was $0 for the fiscal year ending December 31, 2007 and $0 for the fiscal year ending December 31, 2006. (h) Not Applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. (a) The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee is comprised of: Randall C. Barnes, Philip E. Blake, James R. Imhoff, Jr., Ronald A. Nyberg, Ronald E. Toupin, Jr. and Lorence D. Wheeler. (b) Not Applicable. ITEM 6. SCHEDULE OF INVESTMENTS. The Schedule of Investments is included as part of Item 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. The registrant has delegated the responsibility for voting of proxies relating to its voting securities to its investment manager, Madison Asset Management, LLC (the "Investment Manager"). The Investment Manager's proxy voting policies and procedures are included as an exhibit hereto. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. (a) (1) Frank E. Burgess, the President and founder of Madison Investment Advisors, Inc., is responsible for the day-to-day management of the registrant's portfolio. The Investment Manager is a wholly owned subsidiary of Madison Investment Advisors, Inc. (a) (2) Other portfolios managed. As of the end of the registrant's most recent fiscal year, Mr. Burgess was involved in the management of the following accounts: MATERIAL CONFLICTS OF INTEREST THAT MAY ARISE IN CONNECTION WITH THE MANAGER'S MANAGEMENT OF THE TRUST'S INVESTMENTS CATEGORY OF OTHER NUMBER MANAGED TOTAL ASSETS AND THE INVESTMENTS OF NAME OF MANAGER ACCOUNTS MANAGED IN CATEGORY IN CATEGORY THE OTHER ACCOUNTS ----------------------------------------------------------------------------------------------------------------------- Frank Burgess Registered investment 3* (including the* $ 365,540,000 None identified. One of companies registrant) the four funds managed by Mr. Burgess, the Madison Mosaic Equity Trust ("MADOX"), has investment strategies similar to the registrant. MADOX contains a fulcrum fee that rewards Madison Asset Management, LLC ("MAM") if MADOX outperforms the BXM Index and penalizes MAM for underperforming the index. As of the date of this filing, MADOX assets were approximately $11 million. MAM's compliance program includes procedures to monitor trades by MADOX, the registrant and other funds managed by the portfolio manager. Other pooled investment 0 $ 0 None identified. vehicles Other accounts None Not None identified applicable * Except as disclosed above with regard to MADOX, the advisory fee was not based on the performance of any of these accounts. (a) (3) Compensation. All compensation is measured and paid on an annual, calendar year basis. The portfolio manager is a majority owner of the Investment Manager and does not receive "incentive" compensation. DIFFERENCE IN METHODOLOGY OF COMPENSATION WITH OTHER ACCOUNTS MANAGED STRUCTURE OF COMPENSATION (RELATES TO THE "OTHER FOR MANAGING MOSAIC ACCOUNTS" MENTIONED IN NAME OF MANAGER EQUITY TRUST PORTFOLIOS SPECIFIC CRITERIA THE CHART ABOVE) ------------------------------------------------------------------------------------------------------------------------- Frank Burgess The Investment Manager believes Not None. Compensation is based on the investment professionals should applicable. entire employment relationship, receive compensation for the not based on the performance of performance of their client's any single account or type of accounts, their individual account. effort, and the overall profitability of the firm. The manager is a controlling shareholder of Madison Investment Advisors, Inc. and participates in the overall profitability of the firm through his individual ownership in the firm. Madison Investment Advisors, Inc. also offers an Employee Stock Ownership Plan (ESOP) in which all employees are eligible to participate in after one year of employment. The Investment Manager believes its portfolio managers' goals are aligned with those of long-term investors, recognizing client goals to outperform over the long-term, rather than focused on short-term performance contests. (a) (4) Ownership of Securities. As of December 31, 2007, the portfolio manager beneficially owned the following amounts of the registrant: NAME OF MANAGER NAME OF REGISTRANT RANGE OF OWNERSHIP INTEREST Frank Burgess Madison/Claymore Covered Call & Equity Strategy Fund $100,001 - $500,000 (b) Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. None. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The registrant has not made any material changes to the procedures by which shareholders may recommend nominees to the registrant's Board of Trustees. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of this filing and have concluded based on such evaluation, that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant's last fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Code of Ethics for Chief Executive and Senior Financial Officer. (a)(2) Certifications of principal executive officer and principal financial officer pursuant to Rule 30a-2(a) of the Investment Company Act. (a)(3) Not Applicable. (b) Certifications of principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (c) Madison Asset Management, LLC Proxy Voting Policies SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Madison / Claymore Covered Call & Equity Strategy Fund By: /S/ Nicholas Dalmaso --------------------------------------------------------------- Name: Nicholas Dalmaso Title: Chief Legal and Executive Officer Date: March 3, 2008 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Nicholas Dalmaso --------------------------------------------------------------- Name: Nicholas Dalmaso Title: Chief Legal and Executive Officer Date: March 3, 2008 By: /s/ Steven M. Hill --------------------------------------------------------------- Name: Steven M. Hill Title: Treasurer and Chief Financial Officer Date: March 3, 2008