0000891804-17-000189 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • March 20th, 2017 • Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund) • New York

AGREEMENT, dated as of March 20, 2017 between Guggenheim Enhanced Equity Income Fund, a fund organized and existing under the laws of the State of Delaware having its principal office and place of business at 227 West Monroe Street, Chicago, Illinois 60606 (the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at 101 Barclay 11E, New York, New York 10286 (“Custodian”).

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FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • March 20th, 2017 • Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund) • New York

AGREEMENT made as of March 20, 2017 by and between Guggenheim Enhanced Equity Income Fund, a Delaware statutory trust (the “Fund”) and The Bank of New York Mellon (“BNY”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 20th, 2017 • Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund) • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of March 20, 2017, among Guggenheim Enhanced Equity 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”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 20th, 2017 • Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund) • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of March 20, 2017, between Guggenheim Enhanced Equity Income Fund, a Delaware statutory trust (the “Trust”), and Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”).

FOUR TIMES SQUARE
Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund) • March 20th, 2017

We have acted as special counsel to Guggenheim Enhanced Equity Income Fund, a registered diversified closed-end investment company organized as a Delaware statutory trust (the “Acquiring Fund”) and Guggenheim Equal Weight Enhanced Equity Income Fund, a registered diversified closed-end investment company organized as a Delaware statutory trust (the “Target Fund”) in connection with the Agreement and Plan of Merger, dated as of October 5, 2016 (the “Agreement”) between the Acquiring Fund and the Target Fund which, among other things, provides for the merger of the Target Fund with and into the Acquiring Fund, with the Acquiring Fund being the surviving entity and holders of common shares of the Target Fund (the “Target Fund Shares”) receiving, in cancellation of their Target Fund Shares, solely common shares of the Acquiring Fund (collectively, the “Reorganization”). You have requested our opinion regarding whether the Reorganization will be treated for U.S. federal income tax purposes

Guggenheim Enhanced Equity Income Fund Agreement and Declaration of Trust Dated as of October 4, 2016
Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund) • March 20th, 2017 • Delaware

AGREEMENT AND DECLARATION OF TRUST made as of the 4th day of October, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

GUGGENHEIM ENHANCED EQUITY INCOME FUND
Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund) • March 20th, 2017

Reference is made to the Fund Administration Agreement, dated May 14, 2013 (the “Agreement”), by and between the closed-end registered investment companies listed on Schedule A hereto and Rydex Fund Services, LLC (the “Prior Administrator”), as amended and adopted by MUFG Investor Services (US) LLC (the “Administrator”) on July 20, 2016. In accordance with Section 8 of the Agreement, Guggenheim Enhanced Equity Income Fund, a Delaware statutory trust (the “Fund”) hereby appoints the Administrator and shall become a Trust (as such term is defined in the Agreement) and be bound by all terms, conditions, and provisions hereof, effective as of the date hereof. Schedule A of the Agreement shall be updated accordingly.

FIRST AMENDMENT TO THE TRANSFER AGENCY AND SERVICE AGREEMENT
The Transfer Agency and Service Agreement • March 20th, 2017 • Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund)

This First Amendment (“Amendment”), effective as of March 20, 2017 (“Effective Date”) is to the Transfer Agency and Service Agreement (the “Agreement”) made as of December 1, 2015 by and between each of the Guggenheim closed-end investment companies listed on Schedule 1 attached hereto, as may be amended from time to time (each a "Fund" and collectively the "Funds”), and Computershare Inc. (“Computershare”) and Computershare Trust Company N.A., (“Trust Company”, and together with Computershare, “Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

AMENDED AND RESTATED SPECIAL CUSTODY AND PLEDGE AGREEMENT
Special Custody and Pledge Agreement • March 20th, 2017 • Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund) • New York

AMENDED AND RESTATED SPECIAL CUSTODY AND PLEDGE AGREEMENT (hereinafter "Agreement") dated as of March 20, 2017 among Guggenheim Enhanced Equity Income Fund (“Customer”), BNP Paribas Prime Brokerage, Inc. ("Counterparty") and The Bank of New York Mellon as Custodian hereunder ("Custodian").

AGREEMENT OF NOVATION TO FUND ACCOUNTING AGREEMENT
Agreement of Novation • March 20th, 2017 • Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund) • Delaware

Agreement of Novation (“Novation Agreement”), dated as of March 20, 2017, between MUFG Investor Services (US) LLC (formerly Rydex Fund Services, LLC) (the “Administrator”) and Guggenheim Enhanced Equity Income Fund (the “Fund”).

AGREEMENT OF NOVATION TO
S. Pb Agreement • March 20th, 2017 • Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund) • New York

Agreement of Novation, dated as of March 20, 2017, between BNP Paribas Prime Brokerage, Inc. (“BNPP PB”) and Guggenheim Enhanced Equity Income Fund (formerly Old Mutual/Claymore Long-Short Fund) (the “Customer”).

AMENDMENT No. 9 TO COMMITTED FACILITY AGREEMENT
Committed Facility Agreement • March 20th, 2017 • Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund) • New York

AMENDMENT AGREEMENT (the “Amendment”), dated as of March 20, 2017 to the Committed Facility Agreement, dated as of June 18, 2010 (as amended from time to time, the “Agreement”) between BNP Paribas Prime Brokerage, Inc. (“BNPP PB”) and Guggenheim Enhanced Equity Income Fund (formerly known as Old Mutual/Claymore Long-Short Fund, hereinafter, the “Customer”).

FOUR TIMES SQUARE
Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund) • March 20th, 2017
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