AUCTION AGREEMENT between Advent/Claymore Global Convertible Securities & Income Fund and The Bank of New York, as Auction Agent Dated September [ ], 2007 Relating to 3,400 Shares, Series T7 3,400 Shares, Series W7

Exhibit 99.(k)(4)

AUCTION AGREEMENT

between

Advent/Claymore
Global Convertible Securities & Income Fund

and

The Bank of New York,
as Auction Agent

Dated September [   ], 2007

Relating to

3,400 Shares, Series T7
3,400 Shares, Series W7

TABLE OF CONTENTS

						Page
1.		Definitions and Rules of Construction				1
		1.1		Terms Defined by Reference to the Auction Procedures		1
		1.2		Additional Terms Defined Herein		1
		1.3		Rules of Construction		2
2.		The Auction				2
		2.1		Purpose; Incorporation by Reference of Auction Procedures		2
		2.2		Preparation for Each Auction; Maintenance of Registry of Existing Owners; and Redemptions		3
		2.3		Public Dissemination of Auction Results		3
		2.4		Notices to Existing Owners		4
		2.5		Broker-Dealers		4
		2.6		Access to and Maintenance of Auction Records		4
		2.7		Membership in the Securities Depository		5
		2.8		Payment Defaults		5
3.		The Auction-Agent				5
		3.1		Duties and Responsibilities		5
		3.2		Rights of the Auction Agent		6
		3.3		Auction Agent’s Disclaimer		7
		3.4		Compensation, Expenses and Indemnification Relating to the Auction Agent		7
		3.5		Compensation of the Broker-Dealers		7
		3.6		Ratings Changes		7
4.		Miscellaneous				8
		4.1		Terms of Agreement		8
		4.2		Communications		8
		4.3		Entire Agreement		9
		4.4		Benefits		9
		4.5		Amendment; Waiver; Successors and Assigns		9
		4.6		Severability		9
		4.7		Execution in Counterparts		9
		4.8		Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury		10
		4.9		Duties and Responsibilities of the Fund		10

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EXHIBIT A

AUCTION PROCEDURES

EXHIBIT B

FORM OF BROKER-DEALER AGREEMENT

EXHIBIT C

LIST OF INITIAL BROKER-DEALERS

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AUCTION AGREEMENT

This AUCTION AGREEMENT dated September [   ], 2007 (this “Agreement”), between Advent/Claymore Global Convertible Securities & Income Fund (the “Fund”) pursuant to the Statement of Preferences (the “Authorizing Document”) and The Bank of New York, as auction agent (together with its successors and assigns, the “Auction Agent”).

W I T N E S S E T H:

WHEREAS, the Fund is issuing 3,400 shares of its Series T7 Auction Market Preferred Shares, and 3,400 shares of its Series W7 Auction Market Preferred Shares (the “AMPS”) the proceeds of which will be provided to Advent/Claymore Global Convertible Securities & Income Fund;

WHEREAS, the Auction Agent will perform certain duties set forth in Exhibit A, including Schedule I thereto, attached hereto (the “Auction Procedures”);

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Fund and the Auction Agent agree as follows:

1. Definitions and Rules of Construction.

1.1 Terms Defined by Reference to the Auction Procedures.

Capitalized terms not defined herein shall have the respective meanings specified in the Auction Procedures.

1.2 Additional Terms Defined Herein.

Certain terms used herein are defined in the recitals to this Agreement. In addition, as used herein, the following terms shall have the following meanings, unless the context otherwise requires:

(a) “Auction Agent Acceptance Fee” means an acceptance fee, if any, as set forth in a written agreement signed by the Auction Agent and the Fund.

(b) “Auction Agent Fee” means the fees, other than the Auction Agent Acceptance Fee, set forth in a written agreement between the Auction Agent and the Fund.

(c) “Authorized Officer” means each Managing Director, Vice President, Assistant Vice President and Assistant Treasurer and authorized representative of the Auction Agent assigned to the Dealing & Trading Group of its Corporate Trust Departmetn and every other officer or employee of the Auction Agent designated as an “Authorized Officer” for purposes hereof in a written communication from the Auction Agent signed by an Authorized Officer and delivered to the Fund.

(d) “Authorized Fund Representative” means the Chief Executive Officer, the President, each Vice President (whether or not designated by a number or word or words added before or after the title “Vice President”), the Secretary, the Treasurer, each Assistant Vice President, each Assistant Secretary and each Assistant Treasurer of the Fund and every other officer or employee of the Fund designated as an “Authorized Fund Representative” for purposes hereof in a written communication signed by an Authorized Fund Representative and delivered to the Auction Agent.

(e) “Broker-Dealer Agreement” means each agreement between the Auction Agent and a Broker-Dealer substantially in the form attached hereto as Exhibit B.

(f) “Broker-Dealer Fee Rate” means the rate per annum at which the fees to be paid to the Broker-Dealers for the services rendered by them under the Broker-Dealer Agreements in connection with the Auctions accrue pursuant to Section 2.5 of the Broker-Dealer Agreement.

(g) “Existing Owner Registry” means the register maintained by the Auction Agent pursuant to Section 2.2(a).

(h) “Participant” of any Person means the member of, or participant in, the Securities Depository that will act on behalf of an Existing Owner or Potential Owner.

(i) “Statement of Preferences” shall mean the Statement of Preferences of the AMPS of the Fund in effect at the time the Registration Statement relating to the AMPS is declared effective by the U.S. Securities and Exchange Commission (the “Commission”) or such later date on which the AMPS are issued, specifying the powers, preferences and rights of the AMPS.

1.3 Rules of Construction.

Unless the context or use indicates another or different meaning or intent, the following rules shall apply to the construction of this Agreement:

(a) Words importing the singular number shall include the plural number and vice versa.

(b) The captions and headings herein are solely for convenience of reference and shall neither constitute a part of this Agreement nor affect its meaning, construction or effect.

(c) The words “hereof,” “herein,” “hereto,” and other words of similar import refer to this Agreement as a whole and not to any particular section or other subdivision.

(d) All references herein to a particular time of day shall be to New York City time.

(e) All references herein to Sections or Exhibits are to Sections of or Exhibits to this Agreement unless the context otherwise indicates.

(f) Any reference to AMPS shall be deemed to be a reference to each series of AMPS. References herein to an Auction and the Auction Procedures shall apply separately to each series of AMPS.

2. The Auction.

2.1 Purpose; Incorporation by Reference of Auction Procedures.

(a) The Statement of Preferences provides that the dividend rate on the AMPS for each Auction Period after the Initial Period, except as provided in Section 2.04 of the Auction Procedures, shall equal the Auction Rate that an Auction Agent appointed by the Fund determines to have resulted from implementation of the Auction Procedures. The Fund hereby appoints The Bank of New York as Auction Agent for purposes of the Auction Procedures and to perform such other obligations and duties as are set forth herein and in each Broker-Dealer Agreement, in each case, specified to be performed by

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the Auction Agent. The Auction Agent hereby accepts such appointment as Auction Agent and agrees that, on each Auction Date, it shall follow the procedures set forth in the Auction Procedures for the purpose of, among other things, determining the Auction Period Rate for each Auction Period.

(b) Subject to Section 4.1(a), all of the provisions contained in the Auction Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth herein. No amendment to the Auction Procedures shall be effective without the consent of the parties hereto.

2.2 Preparation for Each Auction; Maintenance of Registry of Existing Owners; and Redemptions.

(a) Prior to each Auction Date in which a Broker-Dealer will participate, the Fund shall provide the Auction Agent with a manually signed Broker-Dealer Agreement executed by such Broker-Dealer, if not previously so provided. The Auction Agent shall maintain a current registry of Persons that are Existing Owners, which shall for this purpose be the Broker-Dealers (such registry being herein called the “Existing Owner Registry”). Such Persons shall constitute the Existing Owners for purposes of each Auction. The Auction Agent may conclusively rely upon, as evidence of the identities of the Existing Owners, (i) the results of each Auction, and (ii) notices from any Existing Owner as described in the first sentence of Section 2.2(c).

(b) The Fund shall notify the Auction Agent when any notice of redemption on the date received is sent to the Securities Depository as Holder of the AMPS. Prior to sending the notice, the Fund shall verify with the Auction Agent the lottery publication date to be used in the notice. In the event the Auction Agent receives written notice from the Fund of any redemption of any AMPS, the Fund shall, at least three Business Days prior to the redemption date, with respect to such AMPS, request the Securities Depository to notify the Fund and the Auction Agent of the identities of the Participants (and the respective principal amounts) from the accounts of AMPS have been called for redemption and at least one Business Day prior to the redemption date with respect to AMPS being partially redeemed, the Auction Agent shall request each eligible Broker-Dealer to disclose to the Auction Agent (upon selection by such Participant of the Existing Owners whose AMPS are to be redeemed) the aggregate principal amount of such AMPS of each such Existing Owner, if any, to be redeemed. By the close of business on the day the Auction Agent receives any notice pursuant to this paragraph (b), the Auction Agent shall forward the contents of such notice to the related Broker-Dealer by Electronic Means.

(c) The Auction Agent shall register in the Existing Owner Registry a transfer of AMPS from an Existing Owner to another Person only if (i) such transfer is pursuant to an Auction or (ii) if such transfer is made other than pursuant to an Auction, the Auction Agent has been notified in writing, which may be in Electronic Means acceptable to the Auction Agent, by the Existing Owner that is the transferor of such transfer. The Auction Agent is not required to accept any notice of transfer delivered prior to an Auction unless it is received by the Auction Agent by 11:00 a.m. on the Auction Date on which the applicable Auction is taking place.

2.3 Public Dissemination of Auction Results.

The Auction Agent, unless instructed otherwise by the Fund, is authorized (but not required) to release the Auction Rate after each Auction for public dissemination.

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2.4 Notices to Existing Owners.

The Auction Agent shall be entitled to conclusively rely upon the address of each Existing Owner as such address is delivered by such Existing Owner in connection with any notice to Existing Owner required to be given by the Auction Agent.

2.5 Broker-Dealers.

(a) If the Auction Agent is provided with a copy of a Broker-Dealer Agreement, which has been manually signed with any Broker-Dealer listed on Exhibit C hereto, then, subject to Section 2.5(b), the Auction Agent shall enter into such Broker-Dealer Agreement with such Person.

(b) The Auction Agent may, at the written direction of the Fund, enter into a Broker-Dealer Agreement with any other Person who requests to be selected to act as a Broker-Dealer. The Auction Agent shall enter into a Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. The Auction Agent shall only be required to enter into a Broker-Dealer Agreement if such Broker-Dealer Agreement is in substantially the form attached hereto as Exhibit B and has been duly executed and delivered by the proposed Broker-Dealer. The Auction Agent shall also be entitled to request and receive an incumbency certificate and specimen signatures from such Broker-Dealer and may refuse to act upon any direction from a representative of a Broker-Dealer that has not submitted an incumbency certificate and specimen signatures.

(c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund in writing (of which a copy shall be provided to the Auction Agent).

2.6 Access to and Maintenance of Auction Records.

The Auction Agent shall afford to the Fund, and its respective agents, independent public accountants and counsel, upon prior reasonable notice, access at reasonable times during normal business hours to review and make extracts or copies (in all cases at the Fund’s sole cost and expense) of all books, records, documents and other information concerning the conduct and results of Auctions, provided that any such agent, accountant, or counsel shall furnish the Auction Agent with a letter from the Fund requesting that the Auction Agent afford such Person access. The Auction Agent shall maintain records relating to any Auction for a period of at least two years after such Auction (unless requested by the Fund to maintain such records for a longer period, or for such longer period as may be required by the Auction Agent’s internal policies and procedures, or applicable law or regulation, then for such longer period), and such records shall, in reasonable detail, accurately and fairly reflect the actions taken by the Auction Agent hereunder. The Fund agrees to keep any information regarding the customers of any Broker-Dealer received from the Auction Agent in connection with this Agreement or any Auction confidential and shall not disclose such information or permit the disclosure of such information without the prior written consent of the applicable Broker-Dealer to anyone unless required to do so by any rule or regulation except such agent, accountant or counsel engaged to audit or review the results of Auctions, or to its internal and external auditors and counsel, its regulators and examiners and any other Person if the Fund has been advised by its counsel that it may be liable for a failure to effect such disclosure or if ordered to do so pursuant to a subpoena, civil investigative demand or similar demand by a court of competent jurisdiction or regulatory, judicial, quasi-judicial agent or authority having the authority to mandate such disclosure. Any such agent, accountant or counsel engaged to audit or review the results of Auctions, before having access to such information, shall agree to keep such information confidential and not to disclose such information or permit disclosure of such information without the prior written consent of the applicable Broker-Dealer, except as may otherwise be required by law. The Auction Agent shall not be responsible for any actions of the Fund or its respective agents, accountants or counsel for passing on confidential information as a result of access to records of the Auction Agent.

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2.7 Membership in the Securities Depository.

As of the date hereof, the Auction Agent is a member of, or participant in, the Securities Depository. The Auction Agent will provide the Fund with notice at least 90 days prior to the date, if any, on which it shall resign as a member of, or participant in, the Securities Depository.

2.8 Payment Defaults.

(a) The Auction Agent shall deliver a copy of any notice received by it from the Fund to the effect that the Fund failed to pay a dividend to the Broker-Dealers on the Business Day of the receipt thereof or as soon as practicable thereafter by Electronic Means.

(b) The Auction Agent shall deliver a copy of any notice received by it from the Fund to the effect that the Fund has caused any failure to pay a dividend to the Broker-Dealers on the Business Day of its receipt thereof or as soon as practicable thereafter by Electronic Means.

(c) If a payment default on the AMPS shall have occurred and be continuing, the Auction Procedures shall be suspended and the Auction Agent shall cease performance of its duties under this Agreement until the Fund notifies it in writing that such payment default has been cured (in accordance with the provisions of the Statement of Preferences).

3. The Auction-Agent.

3.1 Duties and Responsibilities.

(a) The Auction Agent is acting solely as a non-fiduciary agent for the Fund hereunder and owes no duties, fiduciary or otherwise, to any other Person except as otherwise expressly provided in Section 4.5, and no implied duties, fiduciary or otherwise, shall be read into this Agreement against the Auction Agent.

(b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement or incorporated herein by reference from the Auction Procedures or a Broker-Dealer Agreement, and no implied covenants or obligations shall be read into this Agreement or the Auction Procedures against the Auction Agent.

(c) In the absence of willful misconduct or gross negligence on its part, as determined by a court of competent jurisdiction, the Auction Agent, whether acting directly or through agents or attorneys as provided in Section 3.2(d) hereof, shall not be liable for any action taken, suffered or omitted or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts necessary to make such judgment as determined by a court of competent jurisdiction.

(d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Auction Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

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(e) The Auction Agent shall not be:  (i) required to and does not make any representations nor have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own, on any document delivered pursuant to or as contemplated by this Auction Agreement or any Broker-Dealer Agreement; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expenses or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, authority or rights of any Person executing or delivering or purporting to execute or deliver any document under this Auction Agreement or any Broker-Dealer Agreement.

(f) Anything in this Agreement to the contrary notwithstanding, in no event shall the Auction Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

3.2 Rights of the Auction Agent.

(a) The Auction Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, security certificate or other instrument, paper or document or communication reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting upon any communication made by telephone, Electronic Means or other means acceptable to the parties and authorized hereby which the Auction Agent believes (or has no reason not to believe) to have been given by the Fund, a Broker-Dealer or the Securities Depository. The Auction Agent may record telephone communications with the Fund or with the Broker-Dealers or any one or more of them.

(b) The Auction Agent may consult with outside counsel of its choice, and the advice of such outside counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

(d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys and, in the absence of willful misconduct or gross negligence on the part of any such agent or attorney, shall not be responsible for misconduct or negligence on the part of, or for the supervision of, any agent or attorney appointed by it with due care hereunder.

(e) The Auction Agent shall have no obligation or liability in respect of the registration or exemption therefrom of the AMPS (or any beneficial ownership interest therein) under federal or state securities laws in respect of the sufficiency or the conformity of any transfer of the AMPS (or any beneficial ownership interest therein) pursuant to the terms of the Auction Agreement, any Broker-Dealer Agreement, the Statement of Preferences or any other document contemplated by any thereof, including, but not limited to, compliance with such laws in regards to any such transfer.

(f) Any Person into which the Auction Agent may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion, or consolidation to which the Auction Agent shall be a party, or any Person succeeding to all or substantially all of the auction agent business of the Auction Agent shall be the successor of the Auction Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of

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the parties hereto, except where any instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

3.3 Auction Agent’s Disclaimer.

The Auction Agent makes no representation as to, and shall have no liability with respect to, the correctness of the recitals in, or the validity with respect to parties other than the Auction Agent or the accuracy or adequacy of this Agreement, the Broker-Dealer Agreement, the Statement of Preferences, the AMPS or the Official Statement or any other offering material used in connection with the offer and sale of the AMPS or any other agreement or instrument executed in connection with the transactions contemplated herein or in any thereof.

3.4 Compensation, Expenses and Indemnification Relating to the Auction Agent.

(a) The Fund shall pay (i) the Auction Agent Acceptance Fee, if any, on the date of payment for and delivery of the AMPS, (ii) the Auction Agent Fee for the AMPS on the first anniversary of the Closing Date and annually thereafter, and (iii) upon request of the Auction Agent, reasonable expenses, disbursements and advances incurred or made by the Auction Agent in accordance with this Agreement and any Broker-Dealer Agreement (including the compensation, expenses and disbursements of its agents and counsel), except any expense, disbursement or advance attributable to the gross negligence or willful misconduct of the Auction Agent. The Auction Agent Fee represents compensation for the services of the Auction Agent in conducting Auctions. The Auction Agent Fee may be adjusted from time to time with the approval of the Fund upon a written request of the Auction Agent delivered to the Fund.

(b) The Fund shall indemnify the Auction Agent, its directors, officers, agents and employees, for, and hold it and each of them harmless against any loss, liability or expense incurred without willful misconduct or gross negligence on its part arising out of or in connection with its agency under this Agreement and the Broker-Dealer Agreements, or the transactions contemplated hereby or thereby, including the costs and expenses of defending itself, its directors, officers, agents and employees, against any claim or liability in connection with its exercise or performance of any of its duties hereunder or thereunder.

(c) This Section 3.4 shall survive the termination of this Agreement, the satisfaction and discharge of the AMPS and the earlier removal or resignation of the Auction Agent.

3.5 Compensation of the Broker-Dealers.

On each Dividend Payment Date, the Auction Agent shall pay the Broker-Dealer Fee out of funds provided to it for that purpose by the Fund payable to each Broker-Dealer on such Dividend Payment Date, as provided in Section 2.5 of the Broker-Dealer Agreements.

3.6 Ratings Changes.

Upon the Fund’s receipt of written notification of a ratings change by the Ratings Agencies then rating the AMPS, the Fund shall send to the Auction Agent written notice of such change.

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4. Miscellaneous.

4.1 Terms of Agreement.

(a) This Agreement shall terminate on the earlier of (i) the date on which the AMPS are no longer subject to the Auction Procedures and (ii) the date on which this Agreement is terminated in accordance with this Section 4.1. The Auction Agent may terminate this Agreement upon written notice to the Fund on the date specified in such notice, which date shall be no earlier than 60 days after the date of delivery of such notice. Notwithstanding the foregoing, the provisions of this Agreement (except as provided in Section 4.1(b) below) shall terminate upon the delivery of certificates representing the AMPS pursuant to Section 2.08(c) of the Auction Procedures. Notwithstanding the foregoing, the Auction Agent may terminate this Agreement upon 30 days’ prior written notice to the Fund if it has not received payment of any Auction Agent Fee or Auction Agent Acceptance Fee due in accordance with Section 3.4(a) hereof for more than 30 days. The Auction Agent may be removed at any time by the Fund if the Holders of a majority of the aggregate principal amount of the AMPS by an instrument signed by the Fund and filed with this Auction Agent and the Fund upon at least 90 days notice; provided that an agreement in substantially the form of this Auction Agency Agreement shall be entered into with a successor Auction Agent.

(b) Except as otherwise provided in this Section 4.1(b), the respective rights and duties of the Fund and the Auction Agent under this Agreement shall cease upon termination of this Agreement. The obligations of the Fund to the Auction Agent under Section 3.4 shall survive the termination of this Agreement. Upon termination of this Agreement, the Broker-Dealer Agreements shall automatically terminate and the Auction Agent shall (i) promptly deliver to the Fund copies of all books and records maintained by it in connection with its duties hereunder if so requested in writing, and (ii) at the request of the Fund promptly transfer to the Fund or any successor Auction Agent any funds deposited by the Fund with the Auction Agent pursuant to this Agreement which have not previously been distributed by the Auction Agent in accordance with this Agreement.

4.2 Communications.

Except for communications authorized to be made by Electronic Means pursuant to this Agreement or the Auction Procedures all notices, requests and other communications to any party hereunder shall be in writing (which may be by facsimile) and shall be given to such party addressed to it at its address, facsimile number or email address set forth below and, where appropriate, reference the particular Auction to which such notice relates:

If to the Fund, addressed:		Advent/Claymore Global Convertible Securities
		& Income Fund
		c/o Advent Capital Management, LLC
		1065 Avenue of the Xxxxxxxx, 00xx Xxxxx
		Xxx Xxxx, Xxx Xxxx 00000
		Attention: Xxxx Xxxxxx, Secretary
		Telecopier: (000) 000-0000
		Telephone: (000) 000-0000
		Email: xxxxxxx@xxxxxxxxx.xxx
If to the Auction Agent, addressed:		The Bank of New York
		Corporate Trust Department
		000 Xxxxxxx Xxxxxx, Xxxxx 0xx
		Xxx Xxxx, Xxx Xxxx 00000
		Telecopier: (000) 000-0000
		Telephone: (000) 000-0000
		Email: xxxxxxxxxx@xxxxxxxx.xxx

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or such other address, facsimile number or email address as such party may hereafter specify for such purpose by notice to the other party. Each such notice, request or communication shall be effective when delivered at the address specified herein. Communications shall be given on behalf of the Fund by an Authorized Fund Representative and on behalf of the Auction Agent by an Authorized Officer.

4.3 Entire Agreement.

This Agreement contains the entire agreement between the parties and the Fund relating to the subject matter hereof, and there are no other representations, endorsements, promises, agreements or understandings, oral, written or inferred between the parties hereto and the Fund relating to the subject matter hereof.

4.4 Benefits.

Nothing herein, express or implied, shall give to any Person, other than the Fund, the Auction Agent and their respective successors and assigns, any benefit of any legal or equitable right, remedy or claim hereunder.

4.5 Amendment; Waiver; Successors and Assigns.

(a) This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged; provided, however, that the prior written consent of an affected third party shall be obtained if the modification, amendment, rescission, cancellation or waiver would affect provisions expressly related to the affected third party.

(b) Failure of either party hereto to exercise any right or remedy hereunder in the event of a breach hereof by the other party or the Fund shall not constitute a waiver of any such right or remedy with respect to any subsequent breach.

(c) The Auction Agent may, but shall have no obligation to, execute any amendment or waiver which, in its sole determination, affects its rights, powers, immunities or indemnities hereunder.

(d) This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and permitted assigns of each of the Fund and the Auction Agent. This Agreement may not be assigned by either party hereto absent the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that the Auction Agent may assign or transfer this Agreement to a successor Auction Agent pursuant to Section 3.2(f) hereof, without the Fund’s prior written consent.

4.6 Severability.

If any clause, provision or section hereof shall be ruled invalid or unenforceable by any court of competent jurisdiction, the invalidity or unenforceability of such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof.

4.7 Execution in Counterparts.

This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

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4.8 Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, (including, without limitation, Section 5-1401 of the New York General Obligations Law or any successor to such statute) without regard to conflict of laws principles. THE PARTIES TO THIS AGREEMENT AGREE THAT ALL ACTIONS AND PROCEEDINGS ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE BROUGHT IN A NEW YORK STATE COURT OR THE UNITED STATES DISTRICT COURT IN THE COUNTY AND STATE OF NEW YORK AND, IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING SUBMIT TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, SUCH COURT. TO THE EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO ALSO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.9 Duties and Responsibilities of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Auction Agreement to be duly executed and delivered by their proper and duly authorized representatives as of the date first above written.

ADVENT/CLAYMORE GLOBAL CONVERTIBLE
SECURITIES & INCOME FUND

By:

Authorized Fund Representative

The Bank of New York, as Auction Agent

By:

Name:

Title:

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The Fund hereby, in accordance with Section 2.1 hereof, appoints The Bank of New York as Auction Agent pursuant to this Agreement, and requests and directs the Auction Agent to enter into a Broker-Dealer Agreement with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated, as a Broker-Dealer for the AMPS. The Fund acknowledges and agrees to its obligations hereunder, including but not limited to such obligations under Sections 3.4 and 3.5 hereof.

ADVENT/CLAYMORE GLOBAL CONVERTIBLE
SECURITIES & INCOME FUND

By:

Name: Xxxx Xxxxxx

Title: Secretary

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EXHIBIT A

AUCTION PROCEDURES

A-1

EXHIBIT B

FORM OF BROKER-DEALER AGREEMENT

B-1

EXHIBIT C

LIST OF INITIAL BROKER-DEALERS

C-1