Exhibit (h)(1) Dreman/Claymore Dividend & Income Fund (a Delaware statutory trust) [ ] Auction Market Preferred Stock ("AMPS") [ ] Shares [ ]%, Series [ ] Liquidation Preference $25,000 per share FORM OF PURCHASE AGREEMENTPurchase Agreement • March 16th, 2004 • Dreman Claymore Dividend & Income Fund
BETWEENBroker-Dealer Agreement • March 16th, 2004 • Dreman Claymore Dividend & Income Fund • New York
Exhibit 99. (j)(ii) DREMAN/CLAYMORE DIVIDEND & INCOME FUND -------------------------------------- AUCTION AGENCY AGREEMENT dated as of [ ], 2004Auction Agency Agreement • March 16th, 2004 • Dreman Claymore Dividend & Income Fund • New York
SECURITY AGREEMENTSecurity Agreement • March 16th, 2004 • Dreman Claymore Dividend & Income Fund • New York
FOR VALUE RECEIVED, and in order to induce THE BANK OF NEW YORK (the "BANK"), in its discretion, to make loans or otherwise extend credit at any time, and from time to time to, or at the request of, [NAME OF TRUSTEE], AS TRUSTEE (the "DEBTOR") of DREMAN/CLAYMORE DIVIDEND & INCOME FUND created under Agreement and Declaration of Trust dated as of October 20, 2003 (the "TRUST"), whether the loans or credit so extended shall be absolute or contingent, the Debtor grants to the Bank, as security for all present or future obligations of the Debtor to it under the Master Promissory Note executed by the Debtor in favor of the Bank in the original principal of $385,000,000, and dated the date hereof, as amended, modified or restated from time to time, whether due or to become due, secured or unsecured, absolute or contingent, joint and/or several, and howsoever or whensoever acquired by the Bank including interest accruing thereon before or after the commencement of any insolvency, bankruptcy or
