Green Energy & Growth Fund, Inc. Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • February 19th, 2010 • Green Energy & Growth Fund, Inc. • Minnesota

THIS AGREEMENT is made and entered into this day of February, 2010, by and between , a limited liability company (the “Fund”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

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Shares GREEN ENERGY & GROWTH FUND, INC. Common Stock ($0.001 par value) UNDERWRITING AGREEMENT
Underwriting Agreement • February 19th, 2010 • Green Energy & Growth Fund, Inc. • New York

Each of Green Energy & Growth Fund, Inc. (f/k/a National Renewable Energy Investment Fund, Inc.), a Maryland corporation (the “Company”), and its investment advisor, Miles Capital, Inc. (f/k/a WB Capital Management, Inc.), an Iowa corporation (the “Advisor”), confirms its agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel”), and the several underwriters (collectively with Stifel, the “Underwriters”) named in Schedule I hereto for whom Stifel is acting as Representative (the “Representative”) with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of shares of the Company’s Common Stock (“Common Stock”), $0.001 par value (the “Firm Shares”) and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described below to purchase all or part of the additional shares of Common Stock (the “Option Shares”, and together with the Firm Shares, the

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 19th, 2010 • Green Energy & Growth Fund, Inc. • Delaware

THIS AGREEMENT is made as of this 25th day of January, 2010 by and between the National Renewable Energy Investment Fund, Inc., a Maryland corporation having its principal place of business in West Des Moines, IA (the “Company”), and Miles Capital, Inc., an Iowa corporation having its principal place of business in West Des Moines, Iowa (the “Adviser”).

NATIONAL RENEWABLE ENERGY INVESTMENT FUND, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • January 5th, 2010 • National Renewable Energy Investment Fund, Inc.

This Agreement is made this 14th day of August, 2009 by and between National Renewable Energy Investment Fund, Inc., a Maryland corporation (the “Company”), and West Bancorporation, Inc. (“Subscriber”).

ADMINISTRATION AGREEMENT
Administration Agreement • August 8th, 2008 • National Renewable Energy Investment Fund, Inc. • Iowa

This Administration Agreement (this “Agreement”) is made as of this 18th day of January by and between National Renewable Energy Investment Fund, Inc., a Maryland corporation (hereinafter referred to as the “Company”), and WB Capital Management, Inc., an Iowa corporation having it’s principal place of business in Des Moines, Iowa (hereinafter referred to as the “Administrator”).

NATIONAL RENEWABLE ENERGY INVESTMENT FUND, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • August 8th, 2008 • National Renewable Energy Investment Fund, Inc.

This Agreement is made this 30th day of September 2007 by and between National Renewable Energy Investment Fund, Inc., a Maryland corporation (the “Company”), and the National Corn Growers Association (“Subscriber”).

NATIONAL RENEWABLE ENERGY INVESTMENT FUND, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • August 8th, 2008 • National Renewable Energy Investment Fund, Inc.

This Agreement is made this 27th of March, 2008 by and between National Renewable Energy Investment Fund, Inc., a Maryland corporation (the “Company”), and West Bancorporation (“Subscriber”).

TRADEMARK AND RESEARCH LICENSE AGREEMENT
Trademark and Research License Agreement • August 8th, 2008 • National Renewable Energy Investment Fund, Inc. • Missouri

THIS AGREEMENT is entered into the first day of May, 2008 by and between National Corn Growers Association, a not-for-profit organization organized under the laws of the state of Iowa, having a place of business at 632 Cepi Drive, Chesterfield, MO 63005, (“NCGA”), and National Renewable Energy Investment Fund, Inc., a Maryland corporation, having a place of business at 1415 28th Street, Suite 200, West Des Moines, IA 50266 (the “Fund”).

DRP Client] Transfer Agency and Service Agreement Between Green Energy & Growth Fund, Inc. and Computershare Trust Company, N.A. and Computershare Inc.
Transfer Agency and Service Agreement • February 19th, 2010 • Green Energy & Growth Fund, Inc. • Massachusetts

AGREEMENT effective as of the day of , 2010 by and between Green Energy & Growth Fund, Inc., a corporation, having its principal office and place of business at 1415 28th Street, Suite 200, West Des Moines, IA 50266 (the “Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).

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