0001104659-10-010347 Sample Contracts

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”).

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

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

AMENDMENT AGREEMENT
Committed Facility 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”).

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