0000891804-10-004940 Sample Contracts

Guggenheim Build America Bonds Managed Duration Trust Agreement and Declaration of Trust Dated as of June 30, 2010
Agreement and Declaration of Trust • September 30th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • Delaware

AGREEMENT AND DECLARATION OF TRUST made as of the 30th day of June, 2010, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 30th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of _____________, 2010, among Guggenheim Build America Bonds Managed Duration Trust, a Delaware statutory trust (the “Trust”), Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Guggenheim Partners Asset Management, LLC, a Delaware corporation (the “Sub-Adviser”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 30th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of _____________, 2010, between Guggenheim Build America Bonds Managed Duration Trust, a Delaware statutory trust (the “Trust”), and Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • September 30th, 2010 • Guggenheim Build America Bonds Managed Duration Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the 14th day of September, 2010, between Guggenheim Build America Bonds Managed Duration Trust, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and Claymore Securities, Inc. (the “Purchaser”).

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