Exhibit(h)(i)



                       Madison/Claymore Covered Call Fund

                          (a Delaware statutory trust)



                      Common Shares of Beneficial Interest

                           (Par Value $.01 per share)



                               PURCHASE AGREEMENT



                                                                   [     ], 2004



Merrill Lynch & Co.

Merrill Lynch, Pierce, Fenner & Smith

            Incorporated

[other co-managers]



c/o Merrill Lynch, Pierce, Fenner & Smith

            Incorporated

4 World Financial Center

New York, New York 10080



Ladies and Gentlemen:



     Madison/Claymore Covered Call Fund, a Delaware statutory trust (the "Fund")

and the Fund's investment adviser, Claymore Advisors, LLC, a Delaware limited

liability company (the "Investment Adviser") and its investment manager, Madison

Asset Management, LLC, a Wisconsin limited liability company (the "Investment

Manager" and together with the Investment Adviser, the "Advisers") each confirms

its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith

Incorporated ("Merrill Lynch"), [other co-managers] and each of the other

Underwriters named in Schedule A hereto (collectively, the "Underwriters," which

term shall also include any underwriter substituted as hereinafter provided in

Section 10 hereof), for whom Merrill Lynch, [other co-managers] are acting as

representatives (in such capacity, the "Representatives"), with respect to the

issue and sale by the Fund and the purchase by the Underwriters, acting

severally and not jointly, of the respective number of common shares of

beneficial interest, par value $.01 per share, of the Fund ("Common Shares") set

forth in said SCHEDULE A, and with respect to the grant by the Fund to the

Underwriters, acting severally and not jointly, of the option described in

Section 2(b) hereof to purchase all or any part of [      ] additional Common

Shares for the sole purpose of covering overallotments, if any. The aforesaid [

] Common Shares (the "Initial Securities") to be purchased by the Underwriters

and all or any part of the [     ] Common Shares subject to the option described

in Section 2(b) hereof (the "Option Securities") are hereinafter called,

collectively, the "Securities."



     The Fund understands that the Underwriters propose to make a public

offering of the Securities as soon as the Representatives deem advisable after

this Agreement has been executed and delivered.



     The Fund has filed with the Securities and Exchange Commission (the

"Commission") a registration statement on Form N-2 (No. 333-115386 and No.

811-21582) covering the registration of the Securities under the Securities Act

of 1933, as amended (the "1933 Act"), including the related preliminary

prospectus or prospectuses, and a notification on Form N-8A of registration of

the Fund as an investment company under the Investment Company Act of 1940, as

amended (the "1940 Act"), and the rules and regulations of the Commission under

the 1933 Act and the 1940 Act (the "Rules and Regulations"). Promptly after

execution and delivery of this Agreement, the Fund will either (i) prepare



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and file a prospectus in accordance with the provisions of Rule 430A ("Rule

430A") of the Rules and Regulations and paragraph (c) or (h) of Rule 497 ("Rule

497") of the Rules and Regulations or (ii) if the Fund has elected to rely upon

Rule 434 ("Rule 434") of the Rules and Regulations, prepare and file a term

sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule

497. The information included in any such prospectus or in any such Term Sheet,

as the case may be, that was omitted from such registration statement at the

time it became effective but that is deemed to be part of such registration

statement at the time it became effective, if applicable, (a) pursuant to

paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b)

pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information."

Each prospectus publicly distributed before such registration statement became

effective, and any prospectus that omitted, as applicable, the Rule 430A

Information or the Rule 434 Information, that was used after such effectiveness

and prior to the execution and delivery of this Agreement, including in each

case any statement of additional information incorporated therein by reference,

is herein called a "preliminary prospectus." Such registration statement,

including the exhibits thereto and schedules thereto at the time it became

effective and including the Rule 430A Information and the Rule 434 Information,

as applicable, is herein called the "Registration Statement." Any registration

statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein

referred to as the "Rule 462(b) Registration Statement," and after such filing

the term "Registration Statement" shall include the Rule 462(b) Registration

Statement. The final prospectus in the form first filed under paragraph (c) or

(h) of Rule 497 and furnished to the Underwriters for use in connection with the

offering of the Securities, including the statement of additional information

incorporated therein by reference, is herein called the "Prospectus." If Rule

434 is relied on, the term "Prospectus" shall refer to the preliminary

prospectus dated [    ], 2004 together with the Term Sheet and all references in

this Agreement to the date of the Prospectus shall mean the date of the Term

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