PURCHASE AGREEMENT
Purchase Agreement dated December 17, 2002 between
F&C/Claymore Preferred Securities Income Fund Incorporated, a corporation
organized under the laws of the State of Maryland (the "Fund"), and Xxxxxxxx
& Xxxxxxxx Incorporated ("F&C") hereby agree as follows:
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, 4,189 shares of Common Stock at a price of $23.875 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.
F&C/CLAYMORE PREFERRED SECURITIES
INCOME FUND INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
ATTEST:
/s/ Xxxxx X. Xxxxxx
----------------------------------
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
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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