Fiduciary/Claymore MLP Opportunity Fund Sample Contracts

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ARTICLE I
Fiduciary/Claymore MLP Opportunity Fund • December 8th, 2004
] SHARES
Fiduciary/Claymore MLP Opportunity Fund • December 8th, 2004 • New York
WITNESSETH:
Fund Accounting Agreement • December 8th, 2004 • Fiduciary/Claymore MLP Opportunity Fund • New York
FIDUCIARY/CLAYMORE ENERGY INFRASTRUCTURE FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • February 26th, 2021 • Fiduciary/Claymore Energy Infrastructure Fund • Delaware

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 27th day of August, 2020, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

WITNESSETH:
Stock Transfer Agency Agreement • December 8th, 2004 • Fiduciary/Claymore MLP Opportunity Fund • New York
Exhibit (h)(iv) A.G. EDWARDS & SONS, INC. MASTER DEALERS AGREEMENT
Fiduciary/Claymore MLP Opportunity Fund • December 8th, 2004 • New York
CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Sales Agreement • February 28th, 2017 • Fiduciary/Claymore MLP Opportunity Fund • New York

Fiduciary/Claymore MLP Opportunity Fund, a statutory trust organized under the laws of the State of Delaware (the “Fund”), and Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”), confirm their agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 26th, 2010 • Fiduciary/Claymore MLP Opportunity Fund • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of February 2, 2010, between Fiduciary/Claymore MLP Opportunity Fund, a Delaware statutory trust (the “Trust”), and Claymore Advisors, LLC, a Delaware limited liability company (the “Adviser”).

Exhibit (h)(v) A.G. EDWARDS & SONS, INC. MASTER AGREEMENT AMONG UNDERWRITERS
Fiduciary/Claymore MLP Opportunity Fund • December 8th, 2004 • New York
FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • May 17th, 2013 • Fiduciary/Claymore MLP Opportunity Fund • Delaware

AGREEMENT made as of this 13th day of May, 2013, by and between each closed-end registered investment company listed on Schedule A hereto (as amended from time to time), (each individually referred to below as a “Trust”) and Rydex Fund Services, LLC (“RFS” or the “Administrator”), a Maryland limited liability company having its principal place of business at 805 King Farm Boulevard, Rockville, MD 20850.

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • February 21st, 2014 • Fiduciary/Claymore MLP Opportunity Fund • Delaware

This AGREEMENT is made as of this 1st day of December, 2013, between Fiduciary/Claymore MLP Opportunity Fund (the "Trust"), a Delaware statutory trust having its principal place of business at 2455 Corporate West Drive, Lisle, Illinois 60532, and Rydex Fund Services, LLC ("RPS"), a Maryland limited liability company having its principal place of business at 805 King Farm Boulevard, Rockville, MD 20850.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 13th, 2020 • Fiduciary/Claymore Energy Infrastructure Fund • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) dated as of November 21, 2019, among Fiduciary/Claymore Energy Infrastructure Fund, a Delaware statutory trust (the “Trust”), Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Investment Adviser”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company (the “Investment Sub-Adviser”).

WITNESSETH:
Custody Agreement • December 8th, 2004 • Fiduciary/Claymore MLP Opportunity Fund • New York
AMENDMENT TO FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • November 16th, 2016 • Fiduciary/Claymore MLP Opportunity Fund

This AMENDMENT (this “Amendment”) is made and entered into, as of this 20th day of July, 2016, by and between Rydex Fund Services, LLC (“RFS”) and each of Fiduciary/Claymore MLP Opportunity Fund (FMO); Guggenheim Build America Bonds Managed Duration Trust (GBAB); Guggenheim Energy & Income Fund (GEI); Guggenheim Equal Weight Enhanced Equity Income Fund (GEQ); Guggenheim Enhanced Equity Strategy Fund (GGE); Guggenheim Credit Allocation Fund (GGM); Guggenheim Strategic Opportunities Fund (GOF); and Guggenheim Enhanced Equity Income Fund (GPM) (each a “Trust” and collectively, the “Trusts”).

AMENDMENT TO FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • November 16th, 2016 • Fiduciary/Claymore MLP Opportunity Fund

This AMENDMENT (this “Amendment”) is made and entered into, as of this 20th day of July, 2016, by and between Rydex Fund Services, LLC (“RFS”) and Fiduciary/Claymore MLP Opportunity Fund (the “Trust”).

Amended and Restated Committed Facility Agreement
Committed Facility Agreement • March 29th, 2019 • Fiduciary/Claymore Energy Infrastructure Fund

BNP PARIBAS SECURITIES CORP. (“BNPP PB”) and FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND (“Customer”), hereby enter into this Committed Facility Agreement (this “Agreement”), dated as of the date specified on the signature page.

CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Controlled Equity Offeringsm • July 3rd, 2013 • Fiduciary/Claymore MLP Opportunity Fund • New York

Fiduciary/Claymore MLP Opportunity Fund, a statutory trust organized under the laws of the State of Delaware (the “Fund”), and Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”), confirm their agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:

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Attachment 77H. Changes in control of Registrant On July 17, 2009, Claymore Group Inc., the parent of Claymore Advisors, LLC, entered into an Agreement and Plan of Merger between and among Claymore Group Inc., Claymore Holdings, LLC and GuggClay...
Fiduciary/Claymore MLP Opportunity Fund • January 27th, 2010

On July 17, 2009, Claymore Group Inc., the parent of Claymore Advisors, LLC, entered into an Agreement and Plan of Merger between and among Claymore Group Inc., Claymore Holdings, LLC and GuggClay Acquisition, Inc., (with the latter two entities being wholly-owned, indirect subsidiaries of Guggenheim Partners, LLC ("Guggenheim")) whereby GuggClay Acquisition, Inc. will merge into Claymore Group Inc. which will be the surviving entity. The transaction closed on October 14, 2009. The completed merger resulted in a change of control whereby Claymore Group Inc. and its subsidiaries, including Claymore Advisors, LLC, became indirect, wholly-owned subsidiaries of Guggenheim. The transaction is not expected to affect the services provided by Claymore Advisors, LLC to the Fund.

AMENDMENT AGREEMENT
Amendment Agreement • March 24th, 2009 • Fiduciary/Claymore MLP Opportunity Fund • New York

AMENDMENT AGREEMENT (“Amendment”) dated as of January 29, 2009 to the Committed Facility Agreement dated September 30, 2008 between BNP Paribas Prime Brokerage, Inc. (“BNPP PB Inc.”) (fka Banc of America Finance Services Inc. (“BAFSI”)) and Fiduciary/Claymore MLP Opportunity Fund (“Customer”)

AMENDMENT AGREEMENT
Amendment Agreement • February 26th, 2010 • Fiduciary/Claymore MLP Opportunity Fund • New York

AMENDMENT AGREEMENT (“Amendment”) dated as of January 22, 2010 to the Committed Facility Agreement dated September 26, 2008 between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) and Fiduciary/Claymore MLP Opportunity Fund (“Customer”).

ADMINISTRATION AGREEMENT
Administration Agreement • March 24th, 2009 • Fiduciary/Claymore MLP Opportunity Fund • Delaware

Agreement made as of February 1, 2006, between FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND, a Delaware statutory trust (the “Trust”), and Claymore Advisors, LLC a Delaware limited liability company (the “Administrator”).

SPECIAL CUSTODY AND PLEDGE AGREEMENT
Special Custody and Pledge Agreement • March 24th, 2009 • Fiduciary/Claymore MLP Opportunity Fund • New York

AGREEMENT, (hereinafter “Agreement”) dated as of September 29, 2008 among Fiduciary/Claymore MLP Opportunity Fund (“Customer”), Bank of America, N.A., London Branch (“Counterparty”) and Bank of New York as Custodian hereunder (“Custodian”).

AMENDMENT AGREEMENT
Amendment Agreement • February 13th, 2015 • Fiduciary/Claymore MLP Opportunity Fund • New York

AMENDMENT AGREEMENT (“Amendment”) dated as of August 5, 2013 to the Committed Facility Agreement dated September 26, 2008, as amended, between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) (fka Banc of America Finance Services Inc. (“BAFSI”)) and Fiduciary/Claymore MLP Opportunity Fund (“Customer”).

2,850,000 Shares FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • September 10th, 2013 • Fiduciary/Claymore MLP Opportunity Fund • New York
AMENDMENT AGREEMENT
Amendment Agreement • March 16th, 2011 • Fiduciary/Claymore MLP Opportunity Fund • New York

AMENDMENT AGREEMENT (“Amendment”) dated as of January 26, 2011 to the Committed Facility Agreement dated September 26, 2008, as amended, between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) (fka Banc of America Finance Services Inc. (“BAFSI”)) and Fiduciary/Claymore MLP Opportunity Fund (“Customer”).

AMENDMENT No. 9 TO COMMITTED FACILITY AGREEMENT
Committed Facility Agreement • February 16th, 2017 • Fiduciary/Claymore MLP Opportunity Fund • New York

AMENDMENT AGREEMENT (“Amendment” dated as of April 1, 2016 to the Committed Facility Agreement, dated as of September 26, 2008, (as amended from time to time, the “Agreement”) between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) (fka Banc of America Finance Services Inc. (“BAFSI”)) and Fiduciary/Claymore MLP Opportunity Fund (“Customer”).

Transfer Agency and Service Agreement Between Each of the Guggenheim Closed-End Investment Companies Listed on Schedule 1 Attached Hereto and Computershare Inc. and Computershare Trust Company, N.A.
Agency and Service Agreement • February 16th, 2017 • Fiduciary/Claymore MLP Opportunity Fund • New York

THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of December 1, 2015 ("Effective Date"), is by and among each of the Guggenheim closed-end investment companies listed on Schedule 1 attached hereto, as may be amended from time to time (each a "Fund" and collectively the "Funds") and each having its principal office and place of business at 227 West Monroe Street, Chicago, IL 60606, and Computershare Inc., a Delaware corporation ("Computershare"), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company ("Trust Company", and together with Computershare, "Agent"), each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021.

AMENDMENT AGREEMENT
Amendment Agreement • February 13th, 2015 • Fiduciary/Claymore MLP Opportunity Fund • New York

AMENDMENT AGREEMENT (“Amendment”) dated as of June 5, 2014 to the Committed Facility Agreement dated September 26, 2008, as amended, between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) (fka Banc of America Finance Services Inc. (“BAFSI”)) and Fiduciary/Claymore MLP Opportunity Fund (“Customer”).

AMENDMENT AGREEMENT
Amendment Agreement • July 6th, 2010 • Fiduciary/Claymore MLP Opportunity Fund • New York

AMENDMENT AGREEMENT (“Amendment”) dated as of May 14, 2010 to the Committed Facility Agreement dated September 26, 2008 between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) (fka Banc of America Finance Services Inc. (“BAFSI”)) and Fiduciary/Claymore MLP Opportunity Fund (“Customer”)

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