GUGGENHEIM FUNDS & GUGGENHEIM FUNDS RULE 12d1-4 FORM OF FUND OF FUNDS INVESTMENT AGREEMENT
XXXXXXXXXX XXXXX & XXXXXXXXXX XXXXX
XXXX 00x0-0
FORM OF FUND OF FUNDS INVESTMENT AGREEMENT
THIS AGREEMENT, dated as of January 19, 2022, by and among the Guggenheim Funds (and the separate series thereof, if any) listed in Appendix A – Acquired Funds hereto, severally and not jointly (each Guggenheim Fund and such series, an “Acquired Fund”) and the Guggenheim Funds (and the separate series thereof, if any) listed in Appendix B – Acquiring Funds hereto, severally and not jointly (each Guggenheim Fund and such series, an “Acquiring Fund” and together with the Acquired Fund(s), the “Funds”).
WHEREAS, each Acquiring Fund and Acquired Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act, in pertinent part, limits the extent to which a registered investment company (and any company or companies controlled by such company) may invest in shares of other registered investment companies and Section 12(d)(1)(B) limits the extent to which a registered open-end investment company, any principal underwriter therefor or any registered brokers or dealers may knowingly sell shares of such registered open-end investment company to other investment companies (and any company or companies controlled by such companies);
WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Fund(s), to invest in shares of other registered investment companies, such as the Acquired Fund(s), in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and
WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule.
NOW THEREFORE, in consideration of the premises and the agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the Rule, the Acquiring Fund(s) and the Acquired Fund(s) desire to set forth the following terms pursuant to which the Acquiring Fund(s) may invest in the relevant Acquired Fund(s) in reliance on the Rule.
| 1. | Terms of Investment. |
| a. | To help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required finding(s) under the Rule, each Acquiring Fund and each Acquired Fund agree as follows: |
| i. | In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the relevant Acquired Fund may honor any redemption request partially or wholly in-kind. |
| ii. | Timing/advance notice of redemptions. The Acquiring Fund will use reasonable efforts to spread large redemption requests over multiple days or provide advance notification of such redemption requests to the relevant Acquired Fund whenever practicable and if deemed by the Acquiring |
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| Fund’s investment adviser to be consistent with the Acquiring Fund’s and its shareholders’ best interests. |
| iii. | Scale of investment. Upon a request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund. |
| b. | To assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund and making the required finding(s) under the Rule, each Acquired Fund will provide each Acquiring Fund (or its investment adviser) with information regarding the fees and expenses of the Acquired Fund, as reasonably requested by the Acquiring Fund. |
| 2. | Miscellaneous. |
| a. | Several Liability. In any action involving one or more Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and, if applicable, not to any other series of the relevant Guggenheim Funds registrant. In any action involving one or more Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and, if applicable, not to any other series of the Guggenheim Funds registrant. For the avoidance of doubt, the obligations hereunder are binding only upon the Acquiring Fund or Acquired Fund to which such obligations pertain, such obligations are several and not joint, and no director, trustee, officer or shareholder assumes any personal liability for such obligations. |
| b. | Counterparts. The Funds may execute this Agreement in multiple counterparts, each of which constitutes an original, and all of which collectively constitute one Agreement. The signatures of all of the parties need not appear on the same counterpart. This Agreement is effective upon delivery of one executed counterpart from each party to the other party(ies). |
| c. | Use of Terms. Unless indicated otherwise, any term used but not defined in this Agreement shall be construed as defined in or interpreted under the Rule. |
| d. | Severability and Survival. If any provision of this Agreement is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof will be considered severable and will not be affected thereby, and every remaining provision hereof will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law. The parties hereby agree that Xxxxxxxx 0.x, 0.x, 0.x, and 4.d shall survive the termination of this Agreement. |
| e. | Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect thereto. |
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| f. | Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware without regard to choice of law principles. |
| 3. | Notices. |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below. Notwithstanding anything else set forth herein, the address and other information below may be changed from time to time upon prior written notice to the other party.
If to the Acquired Fund(s):
Email: Xxxxxxxxxx00x0-0@xxxxxxxxxxxxxxxxxx.xxx
If to the Acquiring Fund(s):
Email: Xxxxxxxxxx00x0-0@xxxxxxxxxxxxxxxxxx.xxx
| 4. | Term and Termination; Assignment; Amendment. |
| a. | Term. This Agreement shall be effective beginning on January 19, 2022 and be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments by an Acquiring Fund in the relevant Acquired Fund made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 4(b). |
| b. | Termination. This Agreement shall continue until terminated in writing by either party upon 60 days’ advance written notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For the avoidance of doubt, the Agreement may be terminated for one or more Funds and remain in effect for the other Funds if so agreed by the parties. |
| c. | Assignment. This Agreement may not be assigned by either party without the prior written consent of the other and, unless otherwise agreed to by the parties in writing, such third-party will be subject to and bound by the terms of this Agreement applicable to the assigning party. |
| d. | Amendment. This Agreement may be amended only by a writing that is signed by an authorized representative of each affected party. Notwithstanding anything else set forth herein, Appendix A – Acquired Funds and Appendix B – Acquiring Funds hereto may be changed from time to time upon prior written notice to the other party. |
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Acquired Funds listed on Appendix A hereto | ||
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| Name: Xxx X. Xxx | ||
| Title: Chief Legal Officer and Vice President | ||
| Acquiring Funds listed on Appendix B hereto | ||
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| Name: Xxx X. Xxx | ||
| Title: Chief Legal Officer and Vice President | ||
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Appendix A – Acquired Funds
Registrant: Guggenheim Funds Trust
Guggenheim Alpha Opportunity Fund
Guggenheim Capital Stewardship Fund
Guggenheim Large Cap Value Fund
Guggenheim Market Neutral Real Estate Fund
Guggenheim Risk Managed Real Estate Fund
Guggenheim Small Cap Value Fund
Guggenheim XXxx Cap Value Fund
Guggenheim World Equity Income Fund
Registrant: Guggenheim Strategy Funds Trust
Guggenheim Strategy Fund II
Guggenheim Strategy Fund III
Guggenheim Variable Insurance Strategy Fund III
Registrant: Rydex Dynamic Funds
Dow 2x Strategy Fund
Inverse Dow 2x Strategy Fund
Inverse NASDAQ-100® 2x Strategy Fund
Inverse Xxxxxxx 2000® 2x Strategy Fund
Inverse S&P 500® 2x Strategy Fund
NASDAQ-100® 2x Strategy Fund
Xxxxxxx 2000® 2x Strategy Fund
S&P 500 2X® Strategy Fund
Registrant: Rydex Series Funds
Banking Fund
Basic Materials Fund
Biotechnology Fund
Commodities Strategy Fund
Consumer Products Fund
Dow Xxxxx Industrial Average Fund
Electronics Fund
Emerging Markets 2x Strategy Fund
Emerging Markets Bond Strategy Fund
Energy Fund
Energy Services Fund
Europe 1.25x Strategy Fund
Financial Services Fund
Government Long Bond 1.2x Strategy Fund
Health Care Fund
High Yield Strategy Fund
Internet Fund
Inverse Emerging Markets 2x Strategy Fund
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Registrant: Rydex Series Funds (continued)
Inverse Government Long Bond Strategy Fund
Inverse High Yield Strategy Fund
Inverse Mid-Cap Strategy Fund
Inverse NASDAQ-100® Strategy Fund
Inverse Xxxxxxx 2000® Strategy Fund
Inverse S&P 500® Xxxxxxxx Xxxx
Xxxxx 0x Xxxxxxxx Fund
Leisure Fund
Long Short Equity Fund
Mid-Cap 1.5x Strategy Fund
Monthly Rebalance NASDAQ-100® 2x Strategy Fund
NASDAQ-100® Fund
Nova Fund
Precious Metals Fund
Real Estate Fund
Retailing Fund
Xxxxxxx 2000® 1.5x Strategy Fund
S&P 500® Fund
S&P 500® Pure Growth Fund
S&P 500® Pure Value Fund
S&P MidCap 400® Pure Growth Fund
S&P MidCap 400® Pure Value Fund
S&P SmallCap 600® Pure Growth Fund
S&P SmallCap 600® Pure Value Fund
Strengthening Dollar 2x Strategy Fund
Technology Fund
Telecommunications Fund
Transportation Fund
Utilities Fund
Weakening Dollar 2x Strategy Fund
Real Estate Fund
Retailing Fund
Registrant: Transparent Value Trust
Guggenheim Directional Allocation Fund
Guggenheim RBP Dividend Fund
Guggenheim RBP Large-Cap Market Fund
Guggenheim RBP Large-Cap Defensive Fund
Guggenheim RBP Large Cap Value Fund
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Appendix B – Acquiring Funds
Registrant: Guggenheim Funds Trust
Guggenheim Diversified Income Fund
Guggenheim Floating Rate Strategies Fund
Guggenheim High Yield Fund
Guggenheim Core Bond Fund
Guggenheim Limited Duration Fund
Guggenheim Macro Opportunities Fund
Guggenheim Municipal Income Fund
Guggenheim StylePlus-Large Core Fund
Guggenheim StylePlus-Mid Growth Fund
Guggenheim Total Return Bond Fund
Guggenheim Ultra Short Duration Fund
Registrant: Guggenheim Variable Funds Trust
Series A (StylePlus Large Core Series)
Series B (Large Cap Value Series)
Series D (World Equity Income Series)
Series E (Total Return Bond Series)
Series F (Floating Rate Strategies Series)
Series J (StylePlus Mid Growth Series)
Series N (Managed Asset Allocation Series)
Series O (All Cap Value Series)
Series P (High Yield Series)
Series Q (Small Cap Value Series)
Series V (XXxx Cap Value Series)
Series X (StylePlus Small Growth Series)
Series Y (StylePlus Large Growth Series)
Series Z (Alpha Opportunity Series)
Registrant: Rydex Series Funds
Managed Futures Fund
Multi-Hedge Strategies Fund
Registrant: Rydex Variable Trust
Banking Fund
Basic Materials Fund
Biotechnology Fund
Commodities Strategies Fund
Consumer Products Fund
Dow 2x Strategy Fund
Electronics Fund
Energy Fund
Energy Services Fund
Europe 1.25x Strategy Fund
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Registrant: Rydex Variable Trust (continued)
Financial Services Fund
Global Managed Futures Fund
Government Long Bond 1.2x Strategy Fund
Health Care Fund
High Yield Strategy Fund
Internet Fund
Inverse Dow 2x Strategy Fund
Inverse Government Long Bond Strategy Fund
Inverse Mid-Cap Strategy Fund
Inverse NASDAQ-100 Fund
Inverse Xxxxxxx 2000® Strategy Fund
Inverse S&P 000 Xxxxxxxx Xxxx
Xxxxx 0x Xxxxxxxx Fund
Leisure Fund
Long Short Equity Fund
Mid-Cap 1.5x Strategy Fund
Multi-Hedge Strategies Fund
NASDAQ-100 2x Strategy Fund
NASDAQ-100 Fund
Nova Fund
Precious Metals Fund
Real Estate Fund
Retailing Fund
Xxxxxxx 2000® 1.5x Strategy Fund
Xxxxxxx 2000® 2x Strategy Fund
S&P 500 2x Strategy Fund
S&P 500 Pure Growth Fund
S&P 500 Pure Value Fund
S&P MidCap 400 Pure Growth Fund
S&P MidCap 400 Pure Value Fund
S&P SmallCap 600 Pure Growth Fund
S&P SmallCap 600 Pure Value Fund
Strengthening Dollar 2x Strategy Fund
Technology Fund
Telecommunications Fund
Transportation Fund
U.S. Government Money Market Fund
Utilities Fund
Weakening Dollar 2x Strategy Fund
Registrant: Guggenheim Active Allocation Fund
Registrant: Guggenheim Energy & Income Fund
Registrant: Guggenheim Strategic Opportunities Fund
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Registrant: Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust
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