0001193125-22-021984 Sample Contracts

FORM OF (CEFs) GUGGENHEIM FUNDS RULE 12d1-4 (ACQUIRING FUND) FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • January 31st, 2022 • Guggenheim Funds Trust • Delaware

THIS AGREEMENT, dated as of January 19, 2022 by and among each Guggenheim Fund (collectively, the “Guggenheim Funds”) listed on Appendix A hereto, on behalf of itself and all current and future separate series thereof, severally and not jointly (each such series, an “Acquiring Fund,” except as otherwise indicated) and each Acquired Fund Registrant listed on Appendix B hereto (each, an “Acquired Fund”) and together with the Acquiring Fund(s), the “Funds”).

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FORM OF (OEFs/ETFs) GUGGENHEIM FUNDS RULE 12d1-4 (ACQUIRING FUND) FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • January 31st, 2022 • Guggenheim Funds Trust • Delaware

THIS AGREEMENT, dated as of January 19, 2022, by and among each Guggenheim Fund (collectively, the “Guggenheim Funds”) listed on Appendix A hereto, on behalf of itself and all current and future separate series thereof, severally and not jointly (each such series, an “Acquiring Fund,” except as otherwise indicated) and each Acquired Fund Registrant listed on Appendix B hereto (each, an “Acquired Fund”) and together with the Acquiring Fund(s), the “Funds”).

GUGGENHEIM FUNDS & GUGGENHEIM FUNDS RULE 12d1-4 FORM OF FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • January 31st, 2022 • Guggenheim Funds Trust • Delaware

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”).

GUGGENHEIM FUNDS RULE 12d1-4 (ACQUIRED FUND) FORM OF FUND OF FUNDS INVESTMENT AGREEMENT
Guggenheim Funds • January 31st, 2022 • Guggenheim Funds Trust • Delaware

THIS AGREEMENT, dated as of [ ], is made by and among each Guggenheim Fund listed on Appendix A – Acquired Funds hereto (as amended from time to time), on behalf of itself and its separate series (if any), severally and not jointly (each, an “Acquired Fund”) and each Acquiring Fund Registrant listed on Appendix B – Acquiring Funds hereto (as amended from time to time), on behalf of itself and its separate series (if any), severally and not jointly (each, an “Acquiring Fund” and together with the Acquired Fund(s), the “Funds”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 31st, 2022 • Guggenheim Funds Trust

THIS AGREEMENT, dated as of November 18, 2021, is made and entered into by and between Guggenheim Partners Investment Management, LLC (the “Adviser”) and each of the registered investment companies set forth on Schedule A (each being referred to herein as a “Fund”). This Agreement shall apply to each investment portfolio of a Fund as set forth in Schedule A (the “Series”).

AMENDED AND RESTATED FUND OF FUNDS WAIVER AGREEMENT—GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC
Fund of Funds Waiver Agreement • January 31st, 2022 • Guggenheim Funds Trust

THIS AGREEMENT, dated as of November 18, 2021, is made and entered into by and between Guggenheim Partners Investment Management, LLC (the “Adviser”) and each of the registered investment companies set forth in Schedule A (each being referred to herein as a “Fund”), as may be amended from time to time. This Agreement shall apply to each investment portfolio of a Fund as set forth in Schedule A (the “Series”).

AMENDED AND RESTATED FUND OF FUNDS WAIVER AGREEMENT - SECURITY INVESTORS, LLC
Fund of Funds Waiver Agreement • January 31st, 2022 • Guggenheim Funds Trust

THIS AGREEMENT, dated as of November 18, 2021, is made and entered into by and between Security Investors, LLC (the “Adviser”) and each of the registered investment companies set forth in Schedule A (each being referred to herein as a “Fund”), as may be amended from time to time. This Agreement shall apply to each investment portfolio of a Fund as set forth in Schedule A (the “Series”).

AMENDED AND RESTATED WAIVER AGREEMENT—GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC
Waiver Agreement • January 31st, 2022 • Guggenheim Funds Trust

THIS AGREEMENT, dated as of November 18, 2021, is made and entered into by and between Guggenheim Partners Investment Management, LLC (the “Adviser”) and Guggenheim Funds Trust (the “Trust”), on behalf of Guggenheim Macro Opportunities Fund (the “Fund”).

AMENDED AND RESTATED UNDERLYING SERIES WAIVER AGREEMENT—SECURITY INVESTORS, LLC
Underlying Series Waiver Agreement • January 31st, 2022 • Guggenheim Funds Trust

THIS AGREEMENT, dated as of November 18, 2021, is made and entered into by and between Security Investors, LLC (the “Adviser”) and Guggenheim Variable Funds Trust (the “Fund”), on behalf of the investment portfolio(s) of the Fund set forth in Schedule A hereto (the “Series”), as may be amended from time to time.

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 31st, 2022 • Guggenheim Funds Trust

THIS AGREEMENT, dated as of November 18, 2021 is made and entered into by and between Security Investors, LLC (the “Adviser”) and each of the registered investment companies set forth on Schedule A (each being referred to herein as a “Fund”). This Agreement shall apply to each investment portfolio of a Fund as set forth in Schedule A (the “Series”).

AMENDED AND RESTATED UNDERLYING SERIES WAIVER AGREEMENT — GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC
Underlying Series Waiver Agreement • January 31st, 2022 • Guggenheim Funds Trust

THIS AGREEMENT, dated as of November 18, 2021, is made and entered into by and between Guggenheim Partners Investment Management, LLC (the “Adviser”) and Guggenheim Variable Funds Trust (the “Fund”), on behalf of the investment portfolio(s) of the Fund set forth in Schedule A hereto (the “Series”), as may be amended from time to time.

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