GUGGENHEIM FUNDS RULE 12d1-4 (ACQUIRING FUND) FUND OF FUNDS INVESTMENT AGREEMENT

Terms of Investment.

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:

Control. The Acquiring Fund and its Advisory Group (as defined in Rule 12d1-4(d) under the 1940 Act) will not control (within the meaning of Section 2(a)(9) of the 1940 Act), individually or in the aggregate, the Acquired Fund; provided, however, that where all holders of the Acquired Fund’s shares are required by Section 12(d)(1) to vote such Acquired Fund shares in the same proportion as the vote of all other holders, the Acquiring Fund will seek instructions from its holders and vote only in accordance with such instructions.

Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will use reasonable efforts to 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 whenever practicable. The Acquired Fund acknowledges and agrees that any summary information provided pursuant to the foregoing is not a commitment to purchase the Acquired Fund shares in any amount, nor a limitation thereof, and constitutes an estimate that may differ materially from the amount, timing and manner in which the Acquiring Fund may acquire shares of the Acquired Fund, if at all.

To assist the Acquiring Fund’s investment adviser, principal underwriter, or depositor 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 shall provide each Acquiring Fund (or its investment adviser, principal underwriter, or depositor) with (i) information regarding the fees and expenses of the Acquired Fund, as reasonably requested by the Acquiring Fund, and (ii) information regarding the amount of such Acquired Fund’s investments in other investment companies and in issuers that would be an “investment company” under Section 3(a) of the 1940 Act but for the exclusions from that definition provided for in Section 3(c)(1) or 3(c)(7) of the 1940 Act (“Private Funds”), as reasonably requested by the Acquiring Fund.

Representations of the Acquired Funds.

Representations of the Acquiring Funds.

The Acquiring Fund shall promptly notify the Acquired Fund:

of any purchase or acquisition of shares in the Acquired Fund that causes the Acquiring Fund to hold 3% or more of the Acquired Fund’s total outstanding voting securities;

where the Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, hold more than 25% of the Acquired Fund’s total outstanding voting securities; and

if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i) or (ii) above.

Miscellaneous.

Several Liability. 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 relevant Guggenheim Funds registrant. 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. 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.

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).

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.

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 Sections 4.a, 4.f, 6.c, and 6.d shall survive the termination of this Agreement.

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.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware without regard to choice of law principles.

Participation Agreement. If applicable, the parties hereby mutually agree to terminate the participation agreement entered into by and between two or more of the parties hereto in accordance with exemptive relief granted by the SEC effective on the effective date of this Agreement and waive any notice required for termination as set forth therein.

Notices.

Term and Termination; Assignment; Amendment.

Term. This Agreement shall be effective beginning on September 1, 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 6(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) or (C) 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.

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.

Amendment. This Agreement may be amended only by a writing that is signed by an authorized representative of each affected party. In the event that an Acquiring Fund wishes to include one or more series in addition to those originally set forth on Schedule A, the Acquiring Fund shall so notify the Acquired Fund in writing, and if the Acquired Fund agrees in writing, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended accordingly.

Massachusetts Business Trusts. If an Acquired Fund is organized as a Massachusetts business trust, a copy of the Declaration of Trust of such Acquired Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the Acquired Fund(s) shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund(s).

/s/ ▇▇▇ ▇▇▇

Name: ▇▇▇ ▇▇▇

Title: Chief Legal Officer

/s/ ▇▇▇ ▇▇▇

Name: ▇▇▇ ▇▇▇

Title: Secretary and Vice President

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: President