ADVENT CAPITAL MANAGEMENT, LLC
WAIVER RELIANCE LETTER
April 23, 2003
Advent Claymore Convertible Securities and Income Fund
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Advent Capital Management, LLC (the "Advisor") and Advent Claymore
Convertible Securities and Income Fund (the "Trust"), a closed-end management
investment company registered under the Investment Company Act of 1940, as
amended, have entered into an Investment Management Agreement, dated April 23,
2003 (the "Advisory Agreement"), pursuant to which the Advisor has agreed to
furnish investment advisory services to the Trust on the terms and subject to
the conditions of the Advisory Agreement.
The Advisory Agreement provides, among other things, that the Trust
will pay to the Advisor as full compensation for all investment advisory
services rendered by the Advisor to the Trust under the Advisory Agreement a
monthly fee in arrears at an annual rate equal to (i) 0.54% of the average
weekly value of the Trust's Managed Assets (as defined in the Advisory
Agreement) (calculated monthly) if the Managed Assets of the Trust is greater
than $250 million or (ii) 0.55% of the average weekly value of the Trust's
Managed Assets (calculated monthly) if the Managed Assets of the Trust is $250
million or less (such fee being referred to herein as the "Investment Advisory
Fee"). The Advisor has covenanted to the underwriters of the Trust's common
shares of beneficial interest that the Advisor will waive receipt of certain
payments that would be expenses of the Trust, as set forth below. The Advisor
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
Investment Advisory Fee.
If the average weekly value of the Managed Assets of the Trust
(calculated monthly) is greater than $250 million, for the period from the
commencement of the Trust's operations through April 30, 2004, and for the
twelve month periods ending April 30 in each indicated year during the term of
the Advisory Agreement (including any continuation thereof in accordance with
Section 15 of the Investment Company Act of 1940, as amended), the Advisor will
waive receipt of certain payments that would be expenses of the Trust in the
amount determined by applying the following annual rates to the average weekly
value of the Trust's Managed Assets:
PERIOD ENDING PERIOD ENDING
APRIL 30 WAIVER APRIL 30 WAIVER
-------- ------ -------- ------
2004 0.115% 2008 0.115%
2005 0.115% 2009 0.065%
2006 0.115% 2010 0.030%
2007 0.115% 2011 0.010%
If the average weekly value of the Managed Assets of the Trust
(calculated monthly) is $250 million or less, for the period from the
commencement of the Trust's operations through April 30, 2004, and for the
twelve month periods ending April 30 in each indicated year during the term of
the Advisory Agreement (including any continuation thereof in accordance with
Section 15 of the Investment Company Act of 1940, as amended), the Advisor will
waive receipt of certain payments that would be expenses of the Trust in the
amount determined by applying the following annual rates to the average weekly
value of the Trust's Managed Assets:
PERIOD ENDING PERIOD ENDING
APRIL 30 WAIVER APRIL 30 WAIVER
-------- ------ -------- ------
2004 0.025% 2008 0.025%
2005 0.025% 2009 0%
2006 0.025% 2010 0%
2007 0.025% 2011 0%
The Advisor intends to cease to so waive receipt of payments upon the
earlier of (a) April 30, 2011 or (b) termination of the Advisory Agreement.
Please acknowledge the foregoing by signing the enclosed copy of this
letter in the space provided below and returning the executed copy to the
Advisor.
Sincerely,
ADVENT CAPITAL
MANAGEMENT, LLC.
By: /s/ Xxxx Xxxxxx
-----------------------------
Name: Xxxx Xxxxxx
Title: General Counsel
CONFIRMED AND ACCEPTED:
ADVENT CLAYMORE CONVERTIBLE
SECURITIES AND INCOME FUND
By: /s/ Xxxx Xxxxxx
--------------------------
Name: Xxxx Xxxxxx
Title: Secretary
