0000891804-15-000407 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 24th, 2015 • Guggenheim Energy & Income Fund • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of __________, 2015, among Guggenheim Energy & Income Fund, a Delaware statutory trust (the “Trust”), Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Guggenheim Partners Investment Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 24th, 2015 • Guggenheim Energy & Income Fund • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of __________, 2015, between Guggenheim Energy & Income Fund, a Delaware statutory trust (the “Trust”), and Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 24th, 2015 • Guggenheim Energy & Income Fund

THIS SUBSCRIPTION AGREEMENT is entered into as of the 19th day of June, 2015, between Guggenheim Energy & Income Fund, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and Guggenheim Funds Distributors, LLC (the “Purchaser”).

GUGGENHEIM FUNDS INVESTMENT ADVISORS, LLC
Guggenheim Energy & Income Fund • June 24th, 2015

With reference to the Investment Advisory Agreement entered into by Guggenheim Funds Investment Advisors, LLC (the “Adviser”) and Guggenheim Energy & Income Fund (the “Trust”), pursuant to which the Adviser serves as investment adviser to the Trust, we hereby notify you that in connection with the organization of the Trust and initial offering of the common shares of beneficial interest, par value $0.01 per share (“Common Shares”), of the Trust, the Adviser hereby agrees to pay (i) the offering costs of the Fund (other than sales load but inclusive of the $_____ per Common Share partial reimbursement of expenses of the distributor and dealers) that exceed $2.00 per common share sold in the offering, and (ii) all of the Trust’s organizational costs.

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