0001104659-07-050002 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • June 26th, 2007 • Claymore/Guggenheim Strategic Opportunities Fund • New York

AGREEMENT, dated as of July [ ], 2007, between Claymore/Guggenheim Strategic Opportunities Fund, a statutory trust organized and existing under the laws of the State of Delaware having its principal office and place of business at 2455 Corporate West Drive, Lisle, Illinois 60532 (the “Fund”), and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • June 26th, 2007 • Claymore/Guggenheim Strategic Opportunities Fund • New York

AGREEMENT, made as of July [ ], 2007, by and between Claymore/Guggenheim Strategic Opportunities Fund, a statutory trust organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Customer”), and The Bank of New York, a New York trust company (hereinafter referred to as the “Bank”).

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • June 26th, 2007 • Claymore/Guggenheim Strategic Opportunities Fund • New York

AGREEMENT made as of July [ ], 2007 between Claymore/Guggenheim Strategic Opportunities Fund (the “Fund”) and The Bank of New York (“BNY”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 26th, 2007 • Claymore/Guggenheim Strategic Opportunities Fund • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of July , 2007, between Claymore/Guggenheim Strategic Opportunities Fund, a Delaware statutory trust (the “Trust”), and Claymore Advisors, LLC, a Delaware limited liability company (the “Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 26th, 2007 • Claymore/Guggenheim Strategic Opportunities Fund • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of July , 2007, among Claymore/Guggenheim Strategic Opportunities Fund, a Delaware statutory trust (the “Trust”), Claymore Advisors, LLC, a Delaware limited liability company (the “Investment Adviser”), and Guggenheim Partners Asset Management, Inc., a Delaware corporation (the “Investment Sub-Adviser”).

Amended and Restated Agreement and Declaration of Trust Dated as of December 15, 2006
Agreement and Declaration of Trust • June 26th, 2007 • Claymore/Guggenheim Strategic Opportunities Fund • Delaware
SUBSCRIPTION AGREEMENT
Subscription Agreement • June 26th, 2007 • Claymore/Guggenheim Strategic Opportunities Fund

THIS SUBSCRIPTION AGREEMENT is entered into as of the [ ]st day of July [ ], 2007, between Claymore/Guggenheim Strategic Opportunities Fund, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and Claymore Securities, Inc. (the “Purchaser”).

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • June 26th, 2007 • Claymore/Guggenheim Strategic Opportunities Fund • New York

AGREEMENT made as of this [ ]th day of July, 2007, by and between Claymore/Guggenheim Strategic Opportunities Fund, a statutory trust organized and existing under the laws of the State of Delaware having its principal place of business at 2455 Corporate West Drive, Lisle, Illinois 60532 (hereinafter called the “Fund”), and The Bank of New York, a New York corporation authorized to do a banking business, having its principal place of business at One Wall Street, New York, New York 10286 (hereinafter called the “Bank”).

ADMINISTRATION AGREEMENT
Administration Agreement • June 26th, 2007 • Claymore/Guggenheim Strategic Opportunities Fund • Delaware

Agreement made as of July [ ], 2007, between Claymore/Guggenheim Strategic Opportunities Fund, a Delaware statutory trust (the “Fund”), and Claymore Advisors, LLC, a Delaware limited liability company (the “Administrator”).

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