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 Advisors, LLC, a Delaware limited

liability company (the "Investment Adviser"), and Madison Asset Management, LLC,

a Wisconsin limited liability company (the "Investment Manager").



          WHEREAS, the Investment Adviser has agreed to furnish investment

management and advisory services to the Trust, a closed-end management

investment company registered under the Investment Company Act of 1940, as

amended (the "1940 Act") with respect to the Trust Assets (defined below);



          WHEREAS, the investment advisory agreement between the Investment

Adviser and the Trust dated as of _______________, 2004 (such agreement or the

most recent successor agreement between such parties relating to advisory

services to the Trust is referred to herein as the "Investment Advisory

Agreement") contemplates that the Investment Adviser may sub-contract investment

advisory services with respect to the Trust to a sub-adviser(s) pursuant to a

sub-advisory agreement(s) agreeable to the Trust and approved in accordance with

the provisions of the 1940 Act;



          WHEREAS, the Investment Adviser wishes to retain the Investment

Manager to provide certain sub-advisory services;



          WHEREAS, the Investment Manager is registered as a registered

investment adviser under the Investment Advisers Act of 1940, as amended (the

"Advisers Act"); and



          WHEREAS, this Agreement has been approved in accordance with the

provisions of the 1940 Act, and the Investment Manager is willing to furnish

such services upon the terms and conditions herein set forth;



          NOW, THEREFORE, in consideration of the mutual premises and covenants

herein contained and other good and valuable consideration, the receipt of which

is hereby acknowledged, it is agreed by and between the parties hereto as

follows:



          1.    APPOINTMENT. The Investment Adviser hereby appoints the

Investment Manager to act as a sub-adviser with respect to the Trust as set

forth in this Agreement and the Investment Manager accepts such appointment and

agrees to render the services herein set forth for the compensation herein

provided.



          2.    SERVICES OF THE INVESTMENT MANAGER. Subject to the succeeding

provisions of this section, the oversight and supervision of the Investment

Adviser and the direction and control of the Trust's Board of Trustees, the

Investment Manager will perform certain of the day-to-day operations of the

Trust which may include one or more of the following services at the request of

the Investment Adviser: (i) managing the investment and



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reinvestment of the Trust Assets in accordance with the investment policies of

the Trust; (ii) arranging, subject to the provisions of paragraph 3 hereof, for

the purchase and sale of securities and other assets for the Trust; (iii)

providing investment research and credit analysis concerning the Trust Assets;

(v) placing orders for purchases and sales of Trust Assets, (vi) maintaining the

books and records as are required to support Trust investment operations, and

(vii) monitoring on a daily basis the investment activities and portfolio

holdings relating of the Trust. At the request of the Investment Adviser, the

Investment Manager will also, subject to the oversight and supervision of the

Investment Adviser and the direction and control of the Trust's Board of

Trustees, consult with the Investment Adviser as to the overall management of

the Trust Assets and the investment policies and practices of the Trust,

including (but not limited to) the use by the Trust of financial leverage and

elements (e.g., form, amount and costs) relating to such financial leverage and

the utilization by the Trust of any interest rate or other hedging or risk

management transactions in connection therewith, and will perform any of the

services described in the Investment Advisory Agreement. In addition, the

Investment Manager will keep the Trust and the Investment Adviser informed of

developments materially affecting the Trust and shall, on its own initiative,

furnish to the Trust all information relevant to such developments. The

Investment Manager will periodically communicate to the Investment Adviser, at

such times as the Investment Adviser may direct, information concerning the

purchase and sale of securities for the Trust, including: (i) the name of the

issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or

dealer, if any, through which the purchase or sale is effected, (iv) the CUSIP

number of the instrument, if any, and (v) such other information as the

Investment Adviser may reasonably require for purposes of fulfilling its

obligations to the Trust under the Investment Advisory Agreement. The Investment

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