Exhibit (p)
PURCHASE AGREEMENT
Purchase Agreement dated August 7, 2003 between Xxxxxxxx &
Xxxxxxxx/Claymore Total Return Fund Incorporated, a corporation organized under
the laws of the State of Maryland (the "Fund"), and Xxxxxxxx & Xxxxxxxx
Incorporated ("F&C").
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 $.01 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 F&C agree as follows:
1. The Fund offers to sell to F&C, and F&C agrees to purchase from
the Fund, 4,198 shares of Common Stock at a price of $23.825 per share (the
"Shares") on a date, to be specified by the Fund, prior to the effective date of
the Registration Statement.
2. F&C represents and warrants to the Fund that F&C 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 those registration requirements.
3. F&C's right under this Purchase Agreement to purchase the Shares
is not assignable.
IN WITNESS WHEREOF, the Fund and F&C have caused their duly authorized
officers to execute this Purchase Agreement as of the date first above written.
XXXXXXXX & XXXXXXXX/CLAYMORE TOTAL RETURN
FUND INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
ATTEST:
/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
XXXXXXXX & XXXXXXXX INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
ATTEST:
/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
