Exhibit 99(g)(2)
MBIA CAPITAL MANAGEMENT CORP.
WAIVER RELIANCE LETTER
August 21, 2003
MBIA Capital/Claymore Managed Duration
Investment Grade Municipal Fund
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Ladies and Gentleman:
MBIA Capital Management Corp. (the "Adviser") and MBIA
Capital/Claymore Managed Duration Investment Grade Municipal Fund (the "Fund")
have entered into an Investment Advisory Agreement, dated as of the date hereof
(the "Investment Advisory Agreement"), pursuant to which the Adviser has agreed
to furnish investment advisory services to the Fund on the terms and subject to
the conditions of the Investment Advisory Agreement.
The Investment Advisory Agreement provides, among other things, that
the Fund will pay to the Adviser as full compensation for all services rendered
by the Adviser to the Fund under the Investment Advisory Agreement a monthly fee
in arrears at an annual rate equal to .39% of the average daily value of such
Fund's Managed Assets (as defined in the Investment Advisory Agreement) (such
fee being referred to herein as the "Advisory Fee"). The Adviser has covenanted
to the underwriters of the Fund's common shares that the Adviser will waive
receipt of certain payments that would be expenses of the Fund, as set forth
below. The Adviser understands that you intend to disclose this undertaking in
your Registration Statement on Form N-2 and the prospectus included therein.
This letter confirms that you may rely on such undertaking for purposes of
making disclosure in your Registration Statement and prospectus and authorizes
you to offset the appropriate amount of the waived payments described herein
against the Advisory Fee.
2
For the period from the commencement of each Fund's investment
operations through September 1, 2004, and for the 12 month periods through
September 1 in each indicated year during the term of the Investment Advisory
Agreement (including any continuation thereof in accordance with Section 15 of
the Investment Company Act of 1940, as amended), the Adviser will waive receipt
of certain payments that would be expenses of the Fund in the amount determined
by applying the following annual rates to the average daily value of the Fund's
Managed Assets:
THROUGH SEPTEMBER 1 WAIVER
------------------- ------
2004 .090%
2005 .090%
2006 .090%
2007 .090%
2008 .090%
2009 .042%
The Adviser intends to cease to so waive receipt of payments upon the
earlier of (i) September 2, 2009 or (ii) termination of the
Investment Advisory
Agreement.
3
Please acknowledge the foregoing by signing this letter in the space
provided below and returning the executed copy to the Adviser.
Sincerely,
MBIA CAPITAL MANAGEMENT CORP.
By: /s/ Xxxxxxxx Xxxxx
-----------------------
Name: Xxxxxxxx Xxxxx
Title: President
CONFIRMED AND ACCEPTED
MBIA CAPITAL/CLAYMORE MANAGED DURATION
INVESTMENT GRADE MUNICIPAL FUND
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
