CLAYMORE SECURITIES, INC.
WAIVER RELIANCE LETTER
As of April 23, 2003
Advent Claymore Convertible Securities and Income Fund
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Ladies and Gentlemen:
Claymore Securities, Inc. (the "Servicing Agent") 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 a Servicing Agreement, dated as of April 23, 2003
(the "Servicing Agreement"), pursuant to which the Servicing Agent has agreed to
furnish investment advisory services to the Trust on the terms and subject to
the conditions of the Servicing Agreement.
The Servicing Agreement provides, among other things, that the Trust
will pay to the Servicing Agent as full compensation for all shareholder
servicing services rendered by the Servicing Agent to the Trust under the
Servicing Agreement a monthly fee in arrears at an annual rate equal to (i)
0.21% of the average weekly value of the Trust's Managed Assets (as defined in
the Trust's Advisory Agreement) (calculated monthly) if the Managed Assets of
the Trust is greater than $250 million or (ii) 0.20% 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
"Servicing Fee"). The Servicing Agent 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 Servicing 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
Servicing Agreement, the Servicing Agent 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 0.08% 2008 0.085%
2005 0.085% 2009 0.065%
2006 0.085% 2010 0.040%
2007 0.085% 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
Servicing Agreement, the Servicing Agent 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 0.175% 2008 0.175%
2005 0.175% 2009 0.130%
2006 0.175% 2010 0.070%
2007 0.175% 2011 0.020%
The Servicing Agent intends to cease to so waive receipt of payments
upon the earlier of (a) April 30, 2011 or (b) termination of the
Servicing
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
Servicing Agent.
Sincerely,
CLAYMORE SECURITIES, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Operations Officer
and General Counsel
CONFIRMED AND ACCEPTED:
ADVENT CLAYMORE CONVERTIBLE
SECURITIES AND INCOME FUND
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Secretary