Exhibit 99.(h)(i) Exhibit(h)(i) Madison/Claymore Covered Call Fund (a Delaware statutory trust) Common Shares of Beneficial Interest (Par Value $.01 per share) PURCHASE AGREEMENTPurchase Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
Exhibit 99.(a) Exhibit (a) MADISON/CLAYMORE COVERED CALL FUND AGREEMENT AND DECLARATION OF TRUST DATED AS OF MAY 6, 2004 TABLE OF CONTENTSAgreement and Declaration of Trust • July 26th, 2004 • Madison Claymore Covered Call Fund
Exhibit 99.(g)(i) Exhibit (g)(i) INVESTMENT ADVISORY AGREEMENT THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement"), dated as of ______________, 2004, between Madison/Claymore Covered Call Fund, a Delaware statutory trust (the "Trust"), and Claymore...Investment Advisory Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • Delaware
Exhibit 99.(k)(iii) Exhibit (k)(iii) - administration ADMINISTRATION AGREEMENT AGREEMENT made as of _______________, by and between each entity listed on Exhibit A hereto (each, a "Fund"; collectively, the "Funds"), and The Bank of New York, a New...Administration Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
Exhibit 99.(p) Exhibit 99.(p) SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT is entered into as of the [ ] day of [ ], 2004, between Madison/Claymore Covered Call Fund, a statutory trust organized and existing under the laws of Delaware (the...Subscription Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund
Exhibit 99.(h)(ii) Exhibit (h)(ii) ADDITIONAL COMPENSATION AGREEMENT ADDITIONAL COMPENSATION AGREEMENT (the "Agreement"), dated as of [ ], 2004, between Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and...Additional Compensation Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
REVISED JULY 16, 2001 [LOGO] MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MERRILL LYNCH WORLD HEADQUARTERS 4 WORLD FINANCIAL CENTER NEW YORK, N.Y. 10800 STANDARD DEALER AGREEMENT Dear Sirs: In connection with public offerings...Standard Dealer Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund
Exhibit 99.(g)(ii) Exhibit(g)(ii) INVESTMENT MANAGEMENT AGREEMENT THIS INVESTMENT MANAGEMENT AGREEMENT (the "Agreement") dated as of ___________, 2004, among Madison/Claymore Covered Call Fund, a Delaware statutory trust (the "Trust"), Claymore...Investment Management Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • Delaware
Exhibit 99.(h)(iv) Exhibit (h)(iv) MASTER AGREEMENT AMONG UNDERWRITERS MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Merrill Lynch World Headquarters North Tower World Financial Center New York, NY 10281-1305 Dear Sirs: We...Master Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
DEFINITIONSStock Transfer Agency Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
Exhibit 99.(j) Exhibit (j) CUSTODY AGREEMENT AGREEMENT, dated as of _______________, between Madison/Claymore Covered Call Fund, a business trust organized and existing under the laws of the State of ** having its principal office and place of...Custody Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
Exhibit 99.(k)(ii) Exhibit (k)(ii) FUND ACCOUNTING AGREEMENT AGREEMENT made as of this ____ day of __________, 2004 by and between Madison/Claymore Covered Call Fund, a Delaware statutory trust having its principal place of business at...Fund Accounting Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
AGREEMENT made as of this ____ day of __________, 2004 by and between Madison/Claymore Covered Call Fund, a Delaware statutory trust having its principal place of business at _______________________________________________ (hereinafter called the "Fund") and The Bank of New York, a New York corporation authorized to do a banking business, having its principal place of business at One Wall Street, New York, New York 10286 (hereinafter called the "Bank").
