Common use of CLOSING AND CLOSING DATE 3 Clause in Contracts

CLOSING AND CLOSING DATE 3. 1. Each Reorganization shall close on the date of the closing of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement") dated as of September 28, 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of the later of 7:01 p.m. Eastern time or the finalization of the applicable Target Fund's net asset value on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. The Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Time to the Acquiring Fund's custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund's custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Fund as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. The cash to be transferred by the Target Fund shall be delivered to the Acquiring Fund's custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct the transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Fund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund's shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (i) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (ii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board of trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each party. 4.

CLOSING AND CLOSING DATE 3. 1. Each Reorganization shall close on the date of the closing of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement") dated as of September 28May 18, 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company2018, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of the later of 7:01 p.m. Eastern time or the finalization of the applicable Target Fund's net asset value on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. The Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Time to the Acquiring Fund's custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund's custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Fund as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. The cash to be transferred by the Target Fund shall be delivered to the Acquiring Fund's custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct the transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Fund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund's shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (i) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (ii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board of trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each party. 4.

CLOSING AND CLOSING DATE 3. 1. Each Reorganization shall close on the date of the closing of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement") dated as of September 28May 18, 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company2018, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of the later of 7:01 p.m. Eastern time or the finalization of the applicable Target Fund's net asset value on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. The Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-book- entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Time to the Acquiring Fund's custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund's custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Fund as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. The cash to be transferred by the Target Fund shall be delivered to the Acquiring Fund's custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct the transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Fund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund's shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (i) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (ii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board of trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each party. 4.

CLOSING AND CLOSING DATE 3. 1. Each Reorganization The Closing Date shall close on the date of the closing of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement") dated as of September 28be February 18, 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company2005, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization ("Closing") shall, subject to the satisfaction or waiver of the conditions transactions provided for in this Agreement, Agreement (Closing) shall be deemed to take place simultaneously as of the later close of 7:01 p.m. Eastern time or the finalization of the applicable Target Fund's net asset value business on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 5:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email at the offices of JPMorgan or at such other communication means time and/or place as the parties may reasonably agree. The Target 3.2. OGMF shall direct JPMorgan Chase Bank, N.A., as custodian for the Acquired Fund shall notify (Acquired Fund Custodian), to deliver to JPMorgan, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) within two business days prior to or on the Closing Date. 3.2. With respect to each Reorganization: , and (aii) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by all necessary taxes in connection with the Target Fund as delivery of the Closing Time to the Acquiring Fund's custodian for the account Assets of the Acquiring Fund duly endorsed in proper form Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for transfer and in such condition as to constitute good delivery thereofpayment has been made. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Target Acquired Fund Custodian to JPMorgan Chase Bank, N.A., as the custodian for the Acquiring Fund's custodianFund (Acquiring Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Acquired Fund as of the Closing Time Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account of the corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository. The cash to be transferred by the Target Acquired Fund shall be delivered to the Acquiring Fund's custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers' confirmation slips3.3. (b) The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity OGMF shall direct the transfer agent for a Target the Acquired Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund JPMorgan at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Fund, records contain the names name and addresses address of the Target each Acquired Fund Shareholders Shareholder and the number and percentage ownership of each outstanding shares class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund's shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Funds account on the books of the Acquiring FundFund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such the other party or its counsel may reasonably request. (e) 3.4. In the event that on at the Valuation Date (with respect to the Acquired Fund) or at the Closing Date time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (iwith respect to the Acquiring Fund) (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target Acquiring Fund or the Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (iib) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board of trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entities, that accurate appraisal of the value of the net assets of the Acquiring Acquired Fund or the Target Acquiring Fund is impracticable (in the judgment of the Board of Trustees of JPMorgan with respect to the Acquiring Fund and the Board of Trustees of OGMF with respect to the Acquired Fund), respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each partyrestored. 4.

CLOSING AND CLOSING DATE 3. 1. Each Reorganization The Closing Date shall close on the date of the closing of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement") dated as of September 28be February 25, 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company2005, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization the transactions provided for in this Agreement ("Closing") shall, subject to the satisfaction or waiver of the conditions in this Agreement, shall be deemed to take place simultaneously as of the later close of 7:01 p.m. Eastern time or the finalization of the applicable Target Fund's net asset value business on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 4:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as at the parties may reasonably agree. The Target Fund shall notify offices of the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing DateTrust. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securitiesTrust shall direct State Street Bank and Trust Company, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Time to the Acquiring Fund's custodian for the account of the Acquiring Acquired Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") ), to deliver to the Acquiring Fund's custodian as of Trust at the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund's custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Fund as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. The cash to be transferred by the Target Fund shall be delivered to the Acquiring Fund's custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing, a certificate of an authorized officer of the Custodian stating that (i) except as permitted by Section 3.2(a), the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund no later than the Closing Time within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, Federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At The Acquired Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Closing, or as soon as practicable thereafter, Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Entity will cause Fund, as the Custodian also serves as the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date Fund. Such presentation shall be made for such transfers. (c) At such time prior to examination no later than five business days preceding the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if anyDate, and tax withholding status of such certificates and other written instruments shall be transferred and delivered by the Target Acquired Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing DateDate for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as necessarydefined in Rule 17f-4 under the Investment Company Act of 1940, as amended ("1940 Act"), in which the Acquired Fund's Assets are deposited, the Acquired Fund's Assets deposited with such depositories. The Acquiring cash to be transferred by the Acquired Fund and its shall be delivered by wire transfer agent of Federal funds on the Closing Date. 3.3. The Trust shall have no obligation to inquire as to the validitydirect PFPC, propriety or correctness of any such instruction, information or documentation, but shallInc., in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct the its capacity as transfer agent for a Target Fund the Trust (the "Target Transfer Agent") ), to deliver to the Acquiring Fund Trust at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records, as provided to the Acquiring Fund, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership of outstanding Class A, Class B, Class C, Class K and Class Y shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing Trust shall confirm that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund's shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Fund's account on the books of the Acquiring FundFund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing, each party Closing the Trust shall deliver to the other execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestnecessary to effect the Reorganization. (e) 3.4. In the event that on the Valuation Date or the Closing Date (ia) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target Acquiring Fund or the Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (iib) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board Board of trustees Trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entitiesTrust, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, Acquired Fund is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each partyrestored. 4.

CLOSING AND CLOSING DATE 3. 1. Each Reorganization The Closing Date shall close on the date of the closing of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement") dated as of September 28be August 12, 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company2005, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization ("Closing") shall, subject to the satisfaction or waiver of the conditions transactions provided for in this Agreement, Agreement (Closing) shall be deemed to take place simultaneously as of the later close of 7:01 p.m. Eastern time or the finalization of the applicable Target Fund's net asset value business on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 4:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as at the parties may reasonably agree. The Target Fund shall notify offices of the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing DateTrust. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securitiesTrust shall direct State Street Bank and Trust Company, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Time to the Acquiring Fund's custodian for the account of the Acquiring Acquired Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") ), to deliver to the Acquiring Fund's custodian as of Trust at the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund's custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Fund as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. The cash to be transferred by the Target Fund shall be delivered to the Acquiring Fund's custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing, a certificate of an authorized officer of the Custodian stating that (i) except as permitted by Section 3.2(a), the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund no later than the Closing Time within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, Federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Closing, or as soon as practicable thereafter, Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Entity will cause Fund, as the Custodian also serves as the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date Fund. Such presentation shall be made for such transfers. (c) At such time prior to examination no later than five business days preceding the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if anyDate, and tax withholding status of such certificates and other written instruments shall be transferred and delivered by the Target Acquired Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing DateDate for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as necessarydefined in Rule 17f-4 under the Investment Company Act of 1940, as amended 1940 Act), in which the Acquired Funds Assets are deposited, the Acquired Funds Assets deposited with such depositories. The Acquiring cash to be transferred by the Acquired Fund and its shall be delivered by wire transfer agent of Federal funds on the Closing Date. 3.3. The Trust shall have no obligation to inquire as to the validitydirect PFPC, propriety or correctness of any such instruction, information or documentation, but shallInc., in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct the its capacity as transfer agent for a Target Fund the Trust (the "Target Transfer Agent") ), to deliver to the Acquiring Fund Trust at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records, as provided to the Acquiring Fund, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership of outstanding Class A, Class B, Class C, Class K and Class Y shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing Trust shall confirm that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund's shares Shares have been credited to the Target Acquired Fund Shareholders' accounts s account on the books of the Acquiring FundFund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing, each party Closing the Trust shall deliver to the other execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestnecessary to effect the Reorganization. (e) 3.4. In the event that on the Valuation Date or the Closing Date (ia) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target Acquiring Fund or the Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (iib) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board Board of trustees Trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entitiesTrust, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, Acquired Fund is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each partyrestored. 4.

CLOSING AND CLOSING DATE 3. 1. Each Reorganization The Closing Date shall close on the date of the closing of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement") dated as of September 28be April 25, 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company2003, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization ("Closing") shall, subject to the satisfaction or waiver of the conditions transactions provided for in this Agreement, Agreement (Closing) shall be deemed to take place simultaneously as of the later close of 7:01 p.m. Eastern time or the finalization of the applicable Target Fund's net asset value business on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 4:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email at the offices of Munder Framlington or at such other communication means place as the parties may reasonably agree. The Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securitiesCompany shall direct State Street Bank and Trust Company, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Time to the Acquiring Fund's custodian for the account of the Acquiring Acquired Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") ), to deliver to the Acquiring Fund's custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund's custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Fund as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. The cash to be transferred by the Target Fund shall be delivered to the Acquiring Fund's custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for the Target Fund to deliverMunder Framlington, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, Federal and state and foreign stock transfer stamps, if any, ,have been paid or provision for payment has been made. At The Acquired Fund*s portfolio securities represented by a certificate or other written instrument shall be presented by the Closing, or as soon as practicable thereafter, Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Entity will cause Fund, as the Custodian also serves as the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date Fund. Such presentation shall be made for such transfers. (c) At such time prior to examination no later than five business days preceding the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if anyDate, and tax withholding status of such certificates and other written instruments shall be transferred and delivered by the Target Acquired Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing DateDate for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as necessarydefined in Rule 17f-4 under the Investment Company Act of 1940, as amended (1940 Act), in which the Acquired Fund*s Assets are deposited, the Acquired Fund*s Assets deposited with such depositories. The Acquiring cash to be transferred by the Acquired Fund and its shall be delivered by wire transfer agent of Federal funds on the Closing Date. 3.3. The Company shall have no obligation to inquire as to the validitydirect PFPC, propriety or correctness of any such instruction, information or documentation, but shallInc., in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct the its capacity as transfer agent for a Target the Acquired Fund (the "Target ( Transfer Agent") ), to deliver to the Acquiring Fund Munder Framlington at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Fund, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership of outstanding Class A, Class B, Class II, Class K and Class Y shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund's shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Fund*s account on the books of the Acquiring FundFund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing, Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) 3.4. In the event that on the Valuation Date or the Closing Date (ia) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target Acquiring Fund or the Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (iib) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board Board of trustees Directors of the Acquiring Entity or Company and the Target Entity, or the authorized officers Board of such entitiesTrustees of Munder Framlington, accurate appraisal of the value of the net assets of the Acquiring Acquired Fund or the Target Acquiring Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each partyrestored. 4.

CLOSING AND CLOSING DATE 3. 1. Each Reorganization The Closing Date shall close on the date of the closing of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement") dated as of September 28be February 4, 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")2005. All acts taking place at the closing of a Reorganization the transactions provided for in this Agreement ("Closing") shall, subject to the satisfaction or waiver of the conditions in this Agreement, shall be deemed to take place simultaneously as of the later close of 7:01 p.m. Eastern time or the finalization of the applicable Target Fund's net asset value business on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 4:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as at the parties may reasonably agree. The Target Fund shall notify offices of the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing DateTrust. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securitiesTrust shall direct State Street Bank and Trust Company, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Time to the Acquiring Fund's custodian for the account of the Acquiring each Acquired Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") ), to deliver to the Acquiring Fund's custodian as of Trust at the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund's custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Fund as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. The cash to be transferred by the Target Fund shall be delivered to the Acquiring Fund's custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing, a certificate of an authorized officer of the Custodian stating that (i) except as permitted by Section 3.2(a), the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund no later than the Closing Time within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, Federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At Each Acquired Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Closing, or as soon as practicable thereafter, Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Entity will cause Fund, as the Custodian also serves as the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date Fund. Such presentation shall be made for such transfers. (c) At such time prior to examination no later than five business days preceding the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if anyDate, and tax withholding status of the Target such certificates and other written instruments shall be transferred and delivered by each Acquired Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing DateDate for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as necessarydefined in Rule 17f-4 under the Investment Company Act of 1940, as amended ("1940 Act"), in which each Acquired Fund's Assets are deposited, the Acquired Fund's Assets deposited with such depositories. The Acquiring Fund and its cash to be transferred by the Acquired Funds shall be delivered by wire transfer agent of Federal funds on the Closing Date. 3.3. The Trust shall have no obligation to inquire as to the validitydirect PFPC, propriety or correctness of any such instruction, information or documentation, but shallInc., in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct the its capacity as transfer agent for a Target Fund the Trust (the "Target Transfer Agent") ), to deliver to the Acquiring Fund Trust at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records, as provided to the Acquiring Fund, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership of outstanding Class A, Class B, Class C, Class K and Class Y shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing Trust shall confirm that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund's shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Fund's account on the books of the Acquiring FundFund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing, each party Closing the Trust shall deliver to the other execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestnecessary to effect each Reorganization. (e) 3.4. In the event that on the Valuation Date or the Closing Date (ia) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target Acquiring Fund or an Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (iib) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board Board of trustees Trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entitiesTrust, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, an Acquired Fund is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each partyrestored. 4.

CLOSING AND CLOSING DATE 3. 1. Each Reorganization The Closing Date shall close on the date of the closing of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement") dated as of September 28be February 18, 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company2005, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization ("Closing") shall, subject to the satisfaction or waiver of the conditions transactions provided for in this Agreement, Agreement (Closing) shall be deemed to take place simultaneously as of the later close of 7:01 p.m. Eastern time or the finalization of the applicable Target Fund's net asset value business on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 5:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in personat the offices of Acquiring Fund Trust, by facsimile, email or at such other communication means time and/or place as the parties may reasonably agree. The Target 3.2. Acquired Fund Trust shall notify direct JPMorgan Chase Bank, N.A., as custodian for the Acquired Fund (Acquired Fund Custodian), to deliver to Acquiring Fund Trust, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) within two business days prior to or on the Closing Date. 3.2. With respect to each Reorganization: , and (aii) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by all necessary taxes in connection with the Target Fund as delivery of the Closing Time to the Acquiring Fund's custodian for the account Assets of the Acquiring Fund duly endorsed in proper form Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for transfer and in such condition as to constitute good delivery thereofpayment has been made. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Target Acquired Fund Custodian to JPMorgan Chase Bank, N.A., as the custodian for the Acquiring Fund's custodianFund (Acquiring Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Acquired Fund as of the Closing Time Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account of the corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository. The cash to be transferred by the Target Acquired Fund shall be delivered to the Acquiring Fund's custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target 3.3. Acquired Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity Trust shall direct the transfer agent for a Target the Acquired Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund Trust at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Fund, records contain the names name and addresses address of the Target each Acquired Fund Shareholders Shareholder and the number and percentage ownership of each outstanding shares class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund's shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Funds account on the books of the Acquiring FundFund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such the other party or its counsel may reasonably request. (e) 3.4. In the event that on at the Valuation Date (with respect to the Acquired Fund) or at the Closing Date time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (iwith respect to the Acquiring Fund) (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target Acquiring Fund or the Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (iib) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board of trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entities, that accurate appraisal of the value of the net assets of the Acquiring Acquired Fund or the Target Acquiring Fund is impracticable (in the judgment of the Board of Trustees of Acquiring Fund Trust with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Trust with respect to the Acquired Fund), respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each partyrestored. 4.

CLOSING AND CLOSING DATE 3. 1. Each Reorganization shall close on the date of the closing The Closing of the transactions contemplated by that certain Transaction this Agreement (the "Transaction Agreement") dated as of September 28shall be April 14, 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company2000, or such other later date as the parties may agree with respect to any or all Reorganizations in writing (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall, subject to the satisfaction or waiver of the conditions in this Agreement, Closing shall be deemed to take place simultaneously as of the later of 7:01 p.m. 4:00 P.M., Eastern time or the finalization of the applicable Target Fund's net asset value time, on the Closing Date of that ReorganizationDate, unless otherwise agreed to by the parties (the "Closing Time")parties. The Closing of each Reorganization shall be held in person, by facsimile, email at the offices of the Acquired Fund or at such other communication means place and time as the parties may reasonably agree. The Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect Acquired Fund shall deliver to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Time to the Acquiring Fund's custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund's custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Fund as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. The cash to be transferred by the Target Fund shall be delivered to the Acquiring Fund's custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section Effective Time Statement. 3.3. Investors Trust Company, as custodian for the reason that any of such securities or other investments purchased prior to Acquired Fund, shall deliver at the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (ia) except as permitted by Section 3.2(a), the Assets shall have been delivered in proper form to PNC Bank, National Association, custodian for the Acquiring Fund no later than the Closing Time Fund, prior to or on the Closing Date, Date and (iib) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, (Acquired Fund's portfolio securities represented by a certificate or as soon as practicable thereafter, the Acquiring Entity will cause the custodian other written instrument shall be presented by Custodian for the Acquired Fund to Custodian for Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to examination no later than five business days preceding the Closing Date as and transferred and delivered by the parties mutually agree, the Target Acquired Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing DateDate by the Acquired Fund for the account of Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof.) Acquired Fund's portfolio securities and instruments deposited with a securities depository, as necessary)defined in Rule 17f-4 under the 1940 Act, shall be delivered as of the Closing Date by book entry in accordance with the customary practices of such depositories and Custodian for Acquiring Fund. The Acquiring cash to be transferred by the Acquired Fund and its shall be delivered by wire transfer agent shall have no obligation to inquire as to of federal funds on the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and completeClosing Date. (d) The Target Entity shall direct the transfer agent for a Target Fund 3.4. Investors Trust Company (the "Target Transfer Agent") to ), on behalf of the Acquired Fund, shall deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Fund, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding shares Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares Shares to be credited on the Closing Date, Date to the shareholders of the Acquired Fund or provide other evidence satisfactory to the Target Entity Acquired Fund that such Acquiring Fund's shares Fund Shares have been credited to the Target accounts of the shareholders of the Acquired Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest to effect the transactions contemplated by this Agreement. (e) 3.5. In the event that on immediately prior to the Valuation Date or the Closing Date Time (ia) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target Acquiring Fund (each, an "Exchange") or the Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (iib) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board Board of trustees Trustees of the Acquiring Entity or the Target Entity, or the authorized officers Muni Funds and Board of such entitiesDirectors of Acquired Fund, accurate appraisal of the value of the net assets of with respect to the Acquiring Fund Shares or the Target Fund, respectively, Acquired Fund Shares is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each partyrestored. 4.

CLOSING AND CLOSING DATE 3. 1. Each Reorganization The Closing Date shall close on the date of the closing of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement") dated as of September 28be December 7, 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company2007, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization ("Closing") shall, subject to the satisfaction or waiver of the conditions transactions provided for in this Agreement, Agreement (Closing) shall be deemed to take place simultaneously as of the later close of 7:01 p.m. Eastern time or the finalization of the applicable Target Fund's net asset value business on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 4:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as at the parties may reasonably agreeoffices of MST. 3.2. The Target Acquired Fund shall notify direct State Street Bank and Trust Company, as custodian for the Acquired Fund (Custodian), to deliver to MST at the Closing a certificate of an authorized officer of the Custodian stating that (i) the Assets have been delivered in proper form to the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least within five (5) business days prior to or on the Closing Date. 3.2. With respect to each Reorganization: , and (aii) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by all necessary taxes in connection with the Target Fund as delivery of the Closing Time to the Acquiring Fund's custodian Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereofpayment has been made. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund's custodian, as the Custodian also serves as the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Acquired Fund as of the Closing Time Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under 1940 Act, in which the Acquired Funds Assets are deposited, the Acquired Funds Assets deposited with such depositories. The cash to be transferred by the Target Acquired Fund shall be delivered to the Acquiring Fund's custodian by wire transfer of federal Federal funds or other appropriate means on the Closing Date. If the Target 3.3. The Acquired Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its brokershall direct PFPC, then the Acquiring Fund mayInc., in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents capacity as may be required by the Acquiring Fund or its custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct the transfer agent for a Target the Acquired Fund (the "Target Transfer Agent") ), to deliver to the Acquiring Fund MST at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records, as provided to the Acquiring Fund, records contain the names and addresses of the Target each Acquired Fund Shareholders Shareholder and the number and percentage ownership of outstanding shares Acquired Fund Shares owned by each such shareholder Acquired Fund Shareholder immediately prior to the Closing. The Secretary of MST shall confirm that (a) the appropriate number of Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund's shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Funds account on the books of the Acquiring FundFund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing, each party Closing MST shall deliver to the other execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestnecessary to effect the Reorganization. (e) 3.4. In the event that on the Valuation Date or the Closing Date (ia) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target Acquiring Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (iib) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board Board of trustees Trustees of MST and the Board of Trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entitiesAcquired Fund, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, Acquired Fund is impracticable, the Valuation Date and the Closing Date shall be postponed until the first reasonably practicable Friday that is also a business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each partyrestored. 4.

CLOSING AND CLOSING DATE 3. 1. Each Reorganization shall close on the date of the closing of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement") dated as of September 28, 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of the later of 7:01 p.m. Eastern time or the finalization of the applicable Target Fund's net asset value on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. The Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-book- entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Time to the Acquiring Fund's custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund's custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Fund as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. The cash to be transferred by the Target Fund shall be delivered to the Acquiring Fund's custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct the transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Fund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund's shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (i) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (ii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board of trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each party. 4.