SUBSCRIPTION AGREEMENT
Subscription Agreement, dated as of August 11, 2003, between MBIA
Capital/Claymore Managed Duration Investment Grade Municipal Fund, a statutory
trust organized under the laws of Delaware (the "Fund") and MBIA Capital
Management Corp. (the "Purchaser").
WHEREAS, the Fund is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund proposes to issue and sell shares of its common
stock, par value $.001 per share (the "Common Stock"), to the public pursuant to
a Registration Statement on Form N-2 (the "Registration Statement") filed with
the Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the 1940 Act requires each registered
investment company to have a net worth of at least $100,000 before making a
public offering of its securities.
NOW, THEREFORE, the Fund and the Purchaser agree as follows:
1. The Fund offers to sell to the Purchaser, and the Purchaser
agrees to purchase from the Fund, 6,981 shares of Common Stock,
at a price of $14.325 per share (the "Shares") on a date, to be
specified by the Fund, prior to the effective date of the
Registration Statement.
2. The Purchaser represents and warrants to the Fund that it is
acquiring the Shares for investment purposes only and that the
Shares will be sold only pursuant to a registration statement
under the Securities Act of 1933, as amended, or an applicable
exemption from the registration requirements contained therein.
3. The Purchaser's right under this Subscription Agreement to
purchase the Shares is not assignable.
IN WITNESS WHEREOF, the Fund and the Purchaser have caused their duly
authorized officers to execute this Subscription Agreement as of the date first
above written.
MBIA CAPITAL/CLAYMORE MANAGED
DURATION INVESTMENT GRADE
MUNICIPAL FUND
By:
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Name:
Title:
MBIA CAPITAL MANAGEMENT CORP.
By:
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Name:
Title:
