0001104659-09-019544 Sample Contracts

AMENDMENT AGREEMENT

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

• Contract Type
  Amendment Agreement
• Filed
  March 24th, 2009
• Company
  Fiduciary/Claymore MLP Opportunity Fund
• Jurisdiction
  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”)

ADMINISTRATION AGREEMENT

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

• Contract Type
  Administration Agreement
• Filed
  March 24th, 2009
• Company
  Fiduciary/Claymore MLP Opportunity Fund
• Jurisdiction
  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

• Contract Type
  Special Custody and Pledge Agreement
• Filed
  March 24th, 2009
• Company
  Fiduciary/Claymore MLP Opportunity Fund
• Jurisdiction
  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”).

Committed Facility Agreement

Facility Agreement • March 24th, 2009 • Fiduciary/Claymore MLP Opportunity Fund • New York

• Contract Type
  Facility Agreement
• Filed
  March 24th, 2009
• Company
  Fiduciary/Claymore MLP Opportunity Fund
• Jurisdiction
  New York

BANK OF AMERICA, N.A., LONDON BRANCH (“BAL”) and the counterparty specified on the signature page (“Customer”), hereby enter into this Committed Facility Agreement (this “Agreement”), dated as of the date specified on the signature page.

SALES AGREEMENT

Sales Agreement • March 24th, 2009 • Fiduciary/Claymore MLP Opportunity Fund • New York

• Contract Type
  Sales Agreement
• Filed
  March 24th, 2009
• Company
  Fiduciary/Claymore MLP Opportunity Fund
• Jurisdiction
  New York

Fiduciary/Claymore MLP Opportunity Fund, a statutory trust organized under the laws of the State of Delaware (the “Fund”), confirms its agreement (this “Agreement”) with [ ] (“[ ]”), as follows:

BAL Agreement

Bal Agreement • March 24th, 2009 • Fiduciary/Claymore MLP Opportunity Fund • New York

• Contract Type
  Bal Agreement
• Filed
  March 24th, 2009
• Company
  Fiduciary/Claymore MLP Opportunity Fund
• Jurisdiction
  New York

This BAL Agreement (including all terms, schedules, supplements and exhibits attached hereto, this “Agreement”) is entered into between the customer specified below (“Customer”) and BANK OF AMERICA, N.A., LONDON BRANCH (“BAL”). The Agreement sets forth the terms and conditions on which BAL will transact business with Customer. Customer and BAL, on behalf of itself and as agent for the BofA Entities, have also entered into the Account Agreement. Bank of America, N.A., London Branch is a foreign branch of Bank of America, N.A., which is a depository institution as defined in Section 1813 of Title 12 of the U.S. Code.