POS EX

As filed with the Securities and Exchange Commission on May 26, 2022

Registration No. 811-01136

Registration No. 002-19458

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	☒
Post-Effective Amendment No. 284	☒
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	☒
Amendment No. 284	☒

(Check appropriate box or boxes)

GUGGENHEIM FUNDS TRUST

(Exact Name of Registrant as Specified in Charter)

702 KING FARM BOULEVARD, SUITE 200, ROCKVILLE, MARYLAND 20850

(Address of Principal Executive Offices/Zip Code)

Registrant’s Telephone Number, including area code:

(301) 296-5100

Amy J. Lee, Vice President and Chief Legal Officer   702 King Farm Boulevard Suite 200 Rockville, MD 20850 Julien Bourgeois   Dechert LLP 1900 K Street, NW Washington, DC 20006

(Name and address of Agent for Service)

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

Explanatory Note

Post-Effective Amendment No. 283 to the Registration Statement on Form N-1A (File No. 002-19458) (the “Registration Statement”) of Guggenheim Funds Trust (the “Registrant”) was filed on January 28, 2022, pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “1933 Act”). This Post-Effective Amendment No. 284 to the Registration Statement is being filed pursuant to Rule 462(d) under the 1933 Act solely for the purpose of filing exhibits to the Registration Statement and making other related changes to Part C. Accordingly, this Post-Effective Amendment No. 284 consists only of a facing page, this explanatory note and Part C of the Registration Statement setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 284 relates to all series of the Registrant. This Post-Effective Amendment No. 284 does not modify any other part of the Registration Statement, and is not meant to supplant, supersede or otherwise affect Post-Effective Amendment No. 283 other than to modify Part C thereof. Pursuant to Rule 462(d) under the 1933 Act, this Post-Effective Amendment No. 284 shall become effective immediately upon filing with the Securities and Exchange Commission. Part A and Part B of Post-Effective Amendment No.  283, as may be amended or supplemented, are hereby incorporated by reference.

GUGGENHEIM FUNDS TRUST

PART C. OTHER INFORMATION

Item 28. Exhibits

(a) (1) Amended and Restated Declaration of Trust dated August 27, 2020. – Previously filed with Post-Effective Amendment No. 282 to Registration Statement 2-19458 (filed January 28, 2021).*

(2) Certificate of Trust dated November 8, 2013. – Previously filed with Post-Effective Amendment No. 282 to Registration Statement 2-19458 (filed January 28, 2021).*

(3) Amended and Restated Declaration of Trust – Schedule A dated April 23, 2021 – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(b) Amended and Restated By-Laws.- Previously filed with Post-Effective Amendment No. 282 to Registration Statement 2-19458 (filed January 28, 2021).*

(c) Reserved

(d) (1) Investment Management Agreement with Security Investors, LLC with respect to Guggenheim SMid Cap Value Fund (formerly, Guggenheim Mid Cap Value Fund), Guggenheim Small Cap Value Fund, Guggenheim StylePlus-Large Core Fund and Guggenheim World Equity Income Fund – Previously filed with Post-Effective Amendment No. 138 to Registration Statement 2-19458 (filed January 28, 2014).*

(2) Investment Management Agreement with Security Investors, LLC with respect to Guggenheim Large Cap Value Fund – Previously filed with Post-Effective Amendment No.  138 to Registration Statement 2-19458 (filed January 28, 2014).*

(3) Investment Management Agreement with Security Investors, LLC with respect to Guggenheim StylePlus-Mid Growth Fund – Previously filed with Post-Effective Amendment No. 138 to Registration Statement 2-19458 (filed January 28, 2014).*

(4) Investment Advisory Contract with Security Investors, LLC with respect to Guggenheim Core Bond Fund (formerly, Guggenheim Investment Grade Bond Fund) Guggenheim High Yield Fund and Guggenheim Municipal Income Fund – Previously filed with Post-Effective Amendment No. 138 to Registration Statement 2-19458 (filed January 28, 2014).*

(5) Investment Advisory Agreement with Guggenheim Partners Investment Management, LLC with respect to Guggenheim Enhanced World Equity Fund – Previously filed with Post-Effective Amendment No. 138 to Registration Statement 2-19458 (filed January 28, 2014).*

(6) Investment Advisory Agreement with Guggenheim Partners Investment Management, LLC with respect to Guggenheim Floating Rate Strategies Fund, Guggenheim Macro Opportunities Fund and Guggenheim Total Return Bond Fund – Previously filed with Post-Effective Amendment No. 138 to Registration Statement 2-19458 (filed January 28, 2014).*

(7) Investment Advisory Agreement with Guggenheim Partners Investment Management, LLC with respect to Guggenheim Limited Duration Fund – Previously filed with Post-Effective Amendment No. 138 to Registration Statement 2-19458 (filed January 28, 2014).*

(8) Investment Advisory Agreement with Guggenheim Partners Investment Management, LLC with respect to Guggenheim Risk Managed Real Estate Fund – Previously filed with Post-Effective Amendment No. 140 to Registration Statement 2-19458 (filed March 19, 2014).*

(9) Investment Management Agreement with Security Investors, LLC with respect to Guggenheim Alpha Opportunity Fund – Previously filed with Post-Effective Amendment No. 150 to Registration Statement 2-19458 (filed September 24, 2014).*

(10) Investment Sub-Advisory Agreement with Guggenheim Partners Investment Management, LLC with respect to Guggenheim Municipal Income Fund – Previously filed with Post-Effective Amendment No.  138 to Registration Statement 2-19458 (filed January 28, 2014).*

(11) Investment Advisory Agreement with Guggenheim Partners Investment Management, LLC with respect to Guggenheim Capital Stewardship Fund – Previously filed with Post-Effective Amendment No. 152 to Registration Statement 2-19458 (filed September 26, 2014).*

(12) Investment Sub-Advisory Agreement with Concinnity Advisors, LP – Previously filed with Post-Effective Amendment No. 152 to Registration Statement 2-19458 (filed September  26, 2014).*

(13) Investment Advisory Agreement with Guggenheim Partners Investment Management, LLC with respect to Guggenheim Diversified Income Fund – Previously filed with Post-Effective Amendment No. 185 to Registration Statement 2-19458 (filed November 16, 2015).*

(14) Investment Advisory Agreement with Guggenheim Partners Investment Management, LLC with respect to Guggenheim Market Neutral Real Estate Fund – Previously filed with Post-Effective Amendment No. 196 to Registration Statement 2-19458 (filed February 25, 2016).*

(15) Amendment to Investment Advisory Agreement with Guggenheim Partners Investment Management, LLC with respect to Guggenheim Total Return Bond Fund, Guggenheim Macro Opportunities Fund and Guggenheim Floating Rate Strategies Fund – Previously filed with Post-Effective Amendment No. 213 to Registration Statement 2-19458 (filed January 27, 2017).*

(16) Amendment to Investment Advisory Contract with Security Investors, LLC with respect to Guggenheim Core Bond Fund (formerly, Guggenheim Investment Grade Bond Fund) – Previously filed with Post-Effective Amendment No. 213 to Registration Statement 2-19458 (filed January 27, 2017).*

(17) Amendment to Investment Management Agreement with Security Investors, LLC with respect to Guggenheim SMid Cap Value Fund (formerly, Guggenheim Mid Cap Value Fund) and Guggenheim Small Cap Value Fund – Previously filed with Post-Effective Amendment No. 213 to Registration Statement 2-19458 (filed January 27, 2017).*

(18) Second Amendment to Investment Advisory Contract with Security Investors, LLC with respect to Guggenheim Core Bond Fund (formerly, Guggenheim Investment Grade Bond Fund) – Previously filed with Post-Effective Amendment No. 242 to Registration Statement 2-19458 (filed January 29, 2018).*

(19) Second Amendment to Investment Advisory Agreement with Guggenheim Partners Investment Management, LLC with respect to Guggenheim Total Return Bond Fund – Previously filed with Post-Effective Amendment No. 242 to Registration Statement 2-19458 (filed January 29, 2018).*

(20) Second Amendment to Investment Advisory Agreement with Guggenheim Partners Investment Management, LLC with respect to Guggenheim Limited Duration Fund – Previously filed with Post-Effective Amendment No. 242 to Registration Statement 2-19458 (filed January 29, 2018).*

(21) Amendment to Investment Management Agreement with Security Investors, LLC with respect to Guggenheim Alpha Opportunity Fund – Previously filed with Post-Effective Amendment No. 242 to Registration Statement 2-19458 (filed January 29, 2018).*

(22) Investment Advisory Agreement with Guggenheim Partners Investment Management, LLC with respect to Guggenheim Ultra Short Duration Fund - Previously filed with Post-Effective Amendment No. 261 to Registration Statement 2-19458 (filed December 13, 2018).*

(23) Investment Sub-Advisory Agreement with respect to Guggenheim Floating Rate Strategies Fund, Guggenheim Macro Opportunities Fund and Guggenheim Total Return Bond Fund – Filed herewith.

(24) Investment Sub-Advisory Agreement with respect to Guggenheim Ultra Short Duration Fund – Filed herewith.

(25) Investment Sub-Advisory Agreement with respect to Guggenheim Core Bond Fund and Guggenheim High Yield Fund – Filed herewith.

(26) Investment Sub-Advisory Agreement with respect to Guggenheim Municipal Income Fund – Filed herewith.

(e) (1) Distribution Agreement – Previously filed with Post-Effective Amendment No. 138 to Registration Statement 2-19458 (filed January 28, 2014).*

(2) Form of Underwriter-Dealer Agreement – Previously filed with Post-Effective Amendment No. 112 to Registration Statement 2-19458 (filed November 13, 2009).*

(f) Not applicable

(g) (1) Custodian Agreement-The Bank of New York Mellon – Previously filed with Post-Effective Amendment No. 69 to Registration Statement 2-59353 (filed April 30, 2013).*

(2) Amended Schedule II to the Custodian Agreement-The Bank of New York Mellon – Previously filed with Post-Effective Amendment No. 261 to Registration Statement 2-19458 (filed December 13, 2018).*

(h) (1) Form of Expense Limitation Agreement – Guggenheim Partners Investment Management, LLC - Previously filed with Post-Effective Amendment No. 275 to Registration Statement 2-19458 (filed December 30, 2019).*

(2) Amendment to Expense Limitation Agreement – Guggenheim Partners Investment Management, LLC - Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(3) Form of Expense Limitation Agreement - Security Investors, LLC - Previously filed with Post-Effective Amendment No. 275 to Registration Statement 2-19458 (filed December 30, 2019).*

(4) Amendment to Expense Limitation Agreement – Security Investors, LLC – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(5) Transfer Agency Agreement – Previously filed with Post-Effective Amendment No. 138 to Registration Statement 2-19458 (filed January 28, 2014).*

(6) Amendment to Transfer Agency Agreement – Previously filed with Post-Effective Amendment No. 208 to Registration Statement 2-19458 (Filed November 29, 2016).*

(7) Amendment to Transfer Agency Agreement. – Previously filed with Post-Effective Amendment No. 282 to Registration Statement 2-19458 (filed January 28, 2021).*

(8) Fund Accounting and Administration Agreement – Previously filed with Post-Effective Amendment No. 138 to Registration Statement 2-19458 (filed January 28, 2014).*

(9) Amendment to Fund Accounting and Administration Agreement – Previously filed with Post-Effective Amendment No. 208 to Registration Statement 2-19458 (filed November 29, 2016).*

(10) Amendment to Fund Accounting and Administration Agreement. – Previously filed with Post-Effective Amendment No. 282 to Registration Statement 2-19458 (filed January 28, 2021).*

(11) Amendment to Transfer Agency Agreement and Fund Accounting and Administration Agreement – Previously filed with Post-Effective Amendment No.  261 to Registration Statement 2-19458 (filed December 13, 2018).*

(12) Fund of Funds Waiver Agreement – Guggenheim Partners Investment Management – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(13) Fund of Funds Waiver Agreement – Security Investors, LLC – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(14) Form of Waiver Agreement pertaining to Guggenheim Macro Opportunities Fund - Guggenheim Partners Investment Management, LLC – Previously filed with Post-Effective Amendment No. 277 to Registration Statement 2-19458 (filed January 28, 2020).*

(15) Fund of Funds Waiver Agreement – Guggenheim Macro Opportunities Fund – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(16) Form of Fund of Funds Agreement – Guggenheim Funds & Guggenheim Funds – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(17) Form of Fund of Funds Agreement – Acquired Fund – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(18) Underlying Series Waiver Agreement – Guggenheim Partners Investment Management, LLC – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(19) Underlying Series Waiver Agreement – Security Investors, LLC – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(20) Form of Acquiring Fund Agreement – OEFs/ETFs – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(21) Form of Acquiring Fund Agreement – CEFs – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(i) Legal Opinion with respect to each Fund – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(j) Not applicable

(k) Not applicable

(l) Not applicable

(m) (1) Class  A Distribution Plan – Previously filed with Post-Effective Amendment No. 138 to Registration Statement 2-19458 (filed January 28, 2014).*

(2) Amendment to Schedule A of Class A Distribution Plan – Previously filed with Post-Effective Amendment No. 261 to Registration Statement 2-19458 (filed December 13, 2018).*

(3) Class  B Distribution Plan– Previously filed with Post-Effective Amendment No. 138 to Registration Statement 2-19458 (filed January 28, 2014).*

(4) Class C Distribution Plan– Previously filed with Post-Effective Amendment No. 138 to Registration Statement 2-19458 (filed January 28, 2014).*

(5) Amendment to Exhibit A of Class C Distribution Plan – Previously filed with Post-Effective Amendment No. 185 to Registration Statement 2-19458 (filed November 16, 2015).*

(6) Class  P Distribution Plan – Previously filed with Post-Effective Amendment No. 174 to Registration Statement 2-19458 (filed May 1, 2015).*

(7) Amendment to Schedule A of Class P Distribution Plan – Previously filed with Post-Effective Amendment No. 261 to Registration Statement 2-19458 (filed December 13, 2018).*

(8) Form of Specimen copy of Shareholder Service Agreement – Previously filed with Post-Effective Amendment No. 113 to Registration Statement 2-19458 (filed January 29, 2010).*

(n) Amended and Restated Multiple Class Plan – Previously filed with Post-Effective Amendment No. 174 to Registration Statement 2-19458 (filed May 1, 2015).*

(o) Reserved

(p) Code of Ethics

(1) Combined Code of Ethics of Guggenheim Funds, Security Investors, LLC, Guggenheim Funds Distributors, LLC, and Guggenheim Funds Investment Advisors, LLC – Previously filed with Post-Effective Amendment No. 283 to Registration Statement 2-19458 (filed January 28, 2022).*

(2) Guggenheim Partners Investment Management, LLC. – Previously filed with Post-Effective Amendment No. 282 to Registration Statement 2-19458 (filed January 28, 2021).*

(3) Concinnity Advisors, LP. – Previously filed with Post-Effective Amendment No.  282 to Registration Statement 2-19458 (filed January 28, 2021).*

(4) Guggenheim Partners Advisors, LLC – Filed herewith.

(q) Powers of Attorney – Previously filed with Post-Effective Amendment No. 275 to Registration Statement 2-19458 (filed December 30, 2019).*

* Incorporated by reference.

Item 29. Persons Controlled by or Under Common Control with Registrant

The Board of Trustees of the Registrant is the same as the board of certain other registrants, each of which has Security Investors, LLC (“Security Investors”), Guggenheim Partners Investment Management, LLC (“GPIM”), or an affiliate of Security Investors or GPIM, as its investment adviser. In addition, the officers of the Registrant are substantially identical to those of the other registrants. Nonetheless, the Registrant takes the position that it is not under common control with the other registrants because the power residing in the respective boards and officers arises as the result of an official position with the respective registrants.

The Trust through Guggenheim Macro Opportunities Fund, a separate series of the Trust, wholly owns and controls the Guggenheim Macro Opportunities Fund CFC (“Subsidiary”), a company organized under the laws of the Cayman Islands. The Subsidiary’s financial statements will be included, on a consolidated basis, in the Fund’s annual and semi-annual reports to shareholders.

Item 30. Indemnification

Article VII, Section III of the Registrant’s Declaration of Trust, which is filed hereunder, provides for indemnification of the Trustees, officers, employees and other agents of the Registrant who are parties pursuant to any proceeding by reason of their actions performed in their scope of service on behalf of the Trust.

A policy of insurance covering Security Investors, LLC, Guggenheim Funds Distributors, LLC, the Registrant and certain other registrants advised by Security Investors, GPIM, or an affiliate of Security Investors or GPIM insures the Registrant’s trustees and officers against liability arising by reason of an alleged breach of duty caused by any negligent act, error or accidental omission in the scope of their duties. The independent trustees are also covered under a joint independent directors liability (“DL”) insurance policy that covers the independent trustees of the other registrants.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 31. Business or Other Connections of Investment Adviser

Security Investors serves as investment adviser to Guggenheim Alpha Opportunity Fund, Guggenheim High Yield Fund, Guggenheim Core Bond Fund, Guggenheim Large Cap Value Fund, Guggenheim SMid Cap Value Fund, Guggenheim Municipal Income Fund, Guggenheim Small Cap Value Fund, Guggenheim StylePlus-Large Core Fund, Guggenheim StylePlus-Mid Growth Fund and Guggenheim World Equity Income Fund. Security Investors is primarily engaged in the provision of investment advisory and management services to mutual funds and private accounts. The directors and officers of Security Investors consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, as applicable, none of the directors or executive officers of Security Investors is or has been engaged in any other business, profession, vocation or employment of a substantial nature during the past two fiscal years. Information as to the executive officers and directors of Security Investors is included in its Form ADV as filed with the SEC (File No. 801-8008) pursuant to the Investment Advisers Act of 1940, as amended, which is incorporated herein by reference.

GPIM serves as investment adviser for Guggenheim Diversified Income Fund, Guggenheim Floating Rate Strategies Fund, Guggenheim Limited Duration Fund, Guggenheim Macro Opportunities Fund, Guggenheim Market Neutral Real Estate Fund, Guggenheim Total Return Bond Fund, Guggenheim Risk Managed Real Estate Fund, Guggenheim Capital Stewardship Fund and Guggenheim Ultra Short Duration Fund. GPIM also serves as investment sub-adviser to Guggenheim Municipal Income Fund. GPIM is primarily engaged in the provision of investment advisory and management services to registered investment companies and private accounts. The directors and officers of GPIM consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, as applicable, none of the directors or executive officers of GPIM is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of GPIM is included in its Form ADV as filed with the SEC (File No. 801-66786) pursuant to the Investment Advisers Act of 1940, as amended, which is incorporated herein by reference.

Guggenheim Partners Advisors, LLC (“GPA”) serves as investment sub-adviser for Guggenheim Floating Rate Strategies Fund, Guggenheim High Yield Fund, Guggenheim Core Bond Fund, Guggenheim Macro Opportunities Fund, Guggenheim Municipal Income Fund,

Guggenheim Total Return Bond Fund, and Guggenheim Ultra Short Duration Fund. GPA is primarily engaged in providing certain global and sector macroeconomic analysis and similar advisory services to its investment adviser affiliates, including SI ad GPIM. The directors and officers of GPA consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, as applicable, none of the directors or executive officers of GPA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of GPA is included in its Form ADV as filed with the SEC (File No. 801-107511) pursuant to the Investment Advisers Act of 1940, as amended, which is incorporated herein by reference.

Concinnity serves as investment sub-adviser for Guggenheim Capital Stewardship Fund. Concinnity provides investment advisory services on a discretionary basis as a sub-advisor to GPIM and also provides investment advice to a separately managed account. The directors and officers of Concinnity consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, as applicable, none of the directors or executive officers of Concinnity is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of Concinnity is included in its Form ADV as filed with the SEC (File No. 801-78298) pursuant to the Investment Advisers Act of 1940, as amended, which is incorporated herein by reference.

Item 32. Principal Underwriters

(a) Guggenheim Funds Distributors, LLC serves as the principal underwriter for the Registrant, Guggenheim Strategy Funds Trust, Guggenheim Variable Funds Trust, Rydex Series Funds, Rydex Variable Trust, Rydex Dynamic Funds and Transparent Value Trust.

(b) The following information is furnished with respect to the directors and officers of Guggenheim Funds Distributors, LLC:

(1) Name and Principal Business Address	(2) Position and Offices with Underwriter	(3) Position and Offices With Registrant
Dina DiLorenzo 330 Madison Avenue, 10th Floor New York, New York 10017	President	None
Dominick Colgiandro 42-40 Bell Boulevard, Suite 505 Bayside, New York 11361	Chief Operating Officer	None
Dennis R. Metzger 702 King Farm Blvd., Suite 200 Rockville, MD 20850	Chief Compliance Officer	None
Kevin M. McGovern 702 King Farm Blvd., Suite 200 Rockville, MD 20850	Vice President	None
Julie Jacques One Security Benefit Place Topeka, KS 66636	Chief Financial Officer and Treasurer	None
Amy J. Lee 702 King Farm Blvd., Suite 200 Rockville, MD 20850	Vice President, General Counsel and Secretary	Trustee, Vice President and Chief Legal Officer
Elisabeth A. Miller 702 King Farm Blvd., Suite 200 Rockville, MD 20850	Vice President	Chief Compliance Officer
Christopher Parisi 702 King Farm Blvd., Suite 200 Rockville, MD 20850	Senior Vice President	None

(c) Not applicable.

Item 33. Location of Accounts and Records

Certain accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained by Security Investors, LLC, 702 King Farm Blvd., Suite 200, Rockville, MD 20850, 330 Madison Avenue, 10th Floor, New York, New York 10017, and 9401 Indian Creek Parkway, Suite 850, Overland Park, KS 66210; Star Compliance, 9200 Corporate Blvd., Suite 440, Rockville, MD 20850; Cyxtera, 350 E Cermak Rd., Chicago, IL 60616, 1919 Park Ave., Weehawken, NJ 07086; Guggenheim Investments, 222 Berkeley St., 11th Floor, Boston, MA 02116, 800 SW Jackson St., Topeka, KS 66612, 100 Wilshire Blvd., Santa Monica, CA 90401, 227 West Monroe St., Chicago, IL 60606; MUFG Investor Services, LLC, 805 King Farm Blvd. Rockville, MD, 20850; Bank of New York Mellon, 240 Greenwich St., New York, NY 10286; Iron Mountain, 1 Federal St., Boston, MA 02110; US Bank, 425 Walnut St., Cincinnati, OH 45202; Institutional Shareholder Services, Inc., 702 King Farm Blvd., Suite 400, Rockville, MD 20850; Guggenheim Services, LLC, 227 West Monroe St. Suite 4000, Chicago, IL 60606; Guggenheim Partners Investment Management, LLC, 231 South Bemiston Ave., Suite 1400, MO 63105, 702 King Farm Blvd., Suite 200, Rockville, MD 20850, 330 Madison Ave., New York, NY 10017, 3414 PeachTree Road NE, Suite 975, Atlanta, GA 30326, 227 West Monroe St. Chicago, IL 60606; Four Corners Capital Management, LLC, 515 S. Flower Street, Suite 4310, Los Angeles, California 90071; Lexington Management Corporation, Park 80 West, Plaza Two, Saddle Brook, New Jersey 07663; Meridian Investment Management Corporation, 12835 East Arapahoe Road, Tower II, 7th Floor, Englewood, Colorado, 80112; Strong Capital Management, Inc., 100 Heritage Reserve, Menomonee Falls, Wisconsin, 53051; Templeton/Franklin Investment Services, Inc., 777 Mariners Island Boulevard, San Mateo, California 94404; OppenheimerFunds, Inc., 498 Seventh Avenue, New York, New York 10018; Wellington Management Company, LLP, 75 State Street, Boston, Massachusetts 02110; Northern Trust Investments, N.A., 181 W. Madison, Chicago, Illinois 60675 and Deutsche Asset Management, Inc., 345 Park Avenue, New York, New York 10154. Records relating to the duties of the Registrant’s custodian are maintained by Chase Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, New York 11245; State Street Bank and Trust Company, 801 Pennsylvania, Kansas City, Missouri 64105; Banc Of America Securities, LLC 9 West 57th Street, New York, New York 10019 and The Bank of New York Mellon, 2 Hanson Place, 9th Floor, Brooklyn, New York 11217.

Item 34. Management Services

Not applicable.

Item 35. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (“1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 284 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on the 26th day of May 2022.

GUGGENHEIM FUNDS TRUST
(Registrant)
By:	/s/ Brian E. Binder
	Brian E. Binder, Chief Executive Officer and President (Principal Executive Officer)

Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities indicated and on the 26th day of May 2022.

	GUGGENHEIM FUNDS TRUST
Randall C. Barnes	By:	/s/ Amy J. Lee
Trustee	Amy J. Lee, Trustee, Vice President, Chief Legal Officer and Attorney-In-Fact for the Trustees Whose Names Appear Opposite
Angela Brock-Kyle Trustee
	By:	/s/ John L. Sullivan
Thomas F. Lydon, Jr. Trustee	John L. Sullivan, Chief Financial Officer, Treasurer and Chief Accounting Officer (Principal Financial and Accounting Officer)
Ronald A. Nyberg Trustee
	By:	/s/ Brian E. Binder
Sandra G. Sponem Trustee Ronald E. Toupin, Jr.	Brian E. Binder, President and Chief Executive Officer (Principal Executive Officer)
Trustee

EXHIBIT INDEX

Exhibit Number	Exhibit
(d)(23)	Investment Sub-Advisory Agreement with respect to Guggenheim Floating Rate Strategies Fund, Guggenheim Macro Opportunities Fund and Guggenheim Total Return Bond Fund
(d)(24)	Investment Sub-Advisory Agreement with respect to Guggenheim Ultra Short Duration Fund
(d)(25)	Investment Sub-Advisory Agreement with respect to Guggenheim Core Bond Fund and Guggenheim High Yield Fund
(d)(26)	Investment Sub-Advisory Agreement with respect to Guggenheim Municipal Income Fund
(p)(4)	Code of Ethics of Guggenheim Partners Advisors, LLC

EX-99.D.23

INVESTMENT SUB-ADVISORY AGREEMENT

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of April 29, 2022 between GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC (hereinafter referred to as the “Investment Adviser”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), and GUGGENHEIM PARTNERS ADVISORS, LLC (hereinafter referred to as the “Sub-Adviser”), a Delaware limited liability company.

WHEREAS, the Investment Adviser has entered into an Investment Advisory Contract dated January 27, 2014, as amended (the “Advisory Agreement”), with Guggenheim Funds Trust (the “Trust”), which is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, pursuant to the Advisory Agreement, the Investment Adviser desires to retain the Sub-Adviser to furnish certain sub-advisory services to certain series of shares of beneficial interest as listed on Schedule I to this Agreement (each a “Fund”);

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, it is agreed between the parties hereto as follows:

1. APPOINTMENT. The Investment Adviser hereby appoints the Sub-Adviser to act as a sub-adviser of each Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. DUTIES OF THE SUB-ADVISER.

(a) Subject to the supervision of the Trust’s Board of Trustees (“Board”) and the Investment Adviser, and consistent with the Funds’ investment objective(s), policies, and restrictions as provided in the Funds’ currently effective registration statement and any amendments or supplements thereto (“Registration Statement”), the Sub-Adviser shall act as investment sub-adviser and assist the Investment Adviser in the supervision and direction of the investment strategy of each Fund in accordance with such Fund’s investment policies. The Sub-Adviser does not have discretion and is not authorized to (or direct others to): (i) arrange for the purchase and sale of securities and other assets held in any of the Funds or (ii) place orders and negotiate the commissions (if any) for the execution of transactions in securities or other assets.

(b) The Sub-Adviser will maintain all books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust and the Funds are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained and preserved by Rule 31a-1 and Rule 31a-2 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

(c) At such times as shall be reasonably requested by the Board, the Sub-Adviser will assist the Investment Adviser to provide the Board with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Funds and make available to the Board any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser.

3. FURTHER DUTIES. In all matters relating to the performance of this Agreement, the Sub-Adviser will act in conformity with the Trust’s Declaration of Trust, By-laws and Registration Statement and with the instructions and directions of the Board and the Investment Adviser, and will comply with the requirements of the 1940 Act and the

Trust’s operating and compliance policies and procedures, the Advisers Act, and all other applicable federal and state laws and regulations.

4. SERVICES NOT EXCLUSIVE. Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of other for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations under this Agreement. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Adviser who may also be a Trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

5. EXPENSES. During the term of this Agreement, the Sub-Adviser will bear all costs and expenses incurred in its operations for the services it renders hereunder.

6. COMPENSATION. For investment advisory services provided pursuant to this Agreement, the Investment Adviser shall pay to the Sub-Adviser a fee, computed daily and paid monthly on the first business day of the next succeeding calendar month, at the annual percentage rate equal to 0.005% of each Fund’s average daily net assets. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective day to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

7. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser, its officers, directors, employees and delegates (referred to herein as “Sub-Adviser Parties”), shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund, the Trust or any of its shareholders, in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser Parties in the performance of their duties or from reckless disregard by such Sub-Adviser Parties of their obligations and duties under this Agreement. Any person, even though also an officer, director, employee, or agent of the Sub-Adviser who may be or become an officer, Trustee, employee or agent of the Trust shall be deemed, when rendering services to any Fund or the Trust or acting with respect to any business of such Fund or the Trust, to be rendering such service to or acting solely for the Fund or the Trust and not as an officer, director, employee, or agent or one under the control or direction of the Sub-Adviser even though paid by it.

8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS OF THE FUNDS. The Trustees of the Trust and the shareholders of any Fund shall not be liable for any obligations of any Fund or the Trust under this Agreement, and the Sub-Adviser agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Trust in settlement of such right or claim, and not to such Trustees or shareholders.

9. DURATION AND TERMINATION.

(a) As to any Fund, this Agreement shall become effective upon the date first above written, provided that, with respect to any Fund, this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval and (ii) by a vote of a majority of that Fund’s outstanding voting securities, unless it is not required by the 1940 Act.

(b) Unless sooner terminated as provided herein, this Agreement shall continue in force for an initial term of one year, and then shall continue automatically for successive annual periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of such Fund.

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(c) Notwithstanding the foregoing, with respect to any Fund, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of a Fund on sixty days’ written notice to the Sub-Adviser and may be terminated by the Sub-Adviser at any time, without the payment of any penalty, on sixty days’ written notice to the Trust, and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Investment Adviser. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement or performance thereunder with respect to any other Fund.

(d) This Agreement will automatically terminate in the event of its assignment.

(e) Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation earned prior to such termination.

10. AMENDMENT OF THIS AGREEMENT. Provisions of this Agreement may be amended subject to the provisions of the 1940 Act, as modified or interpreted by an applicable order of the SEC or any regulation adopted by the SEC, or interpretative release or no-action letter of the Commission or its staff. Accordingly, approval of an amendment by shareholders would be necessary only to the extent required by the 1940 Act as so modified or interpreted.

11. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. To the extent that the applicable laws of the State of New York conflict with the applicable provisions of the 1940 Act, the latter shall control.

12. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. As used in this Agreement, the terms “majority of the outstanding voting securities,” “affiliated person,” “interested person,” “assignment,” “broker,” “investment adviser,” “national securities exchange,” “net assets,” “prospectus,” “sale,” “sell” and “security” shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the Securities and Exchange Commission by any rule, regulation or order. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

[Signatures on following page]

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IN WITNESS WHEREOF; the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC
By:	/s/ Amy J. Lee
Name:	Amy J. Lee
Title:	Attorney-in-Fact
GUGGENHEIM PARTNERS ADVISORS, LLC
By:	/s/ Amy J. Lee
Name:	Amy J. Lee
Title:	Attorney-in-Fact

4

Schedule I

Fund Name

Guggenheim Total Return Bond Fund

Guggenheim Macro Opportunities Fund

Guggenheim Floating Rate Strategies Fund

5

EX-99.D.24

INVESTMENT SUB-ADVISORY AGREEMENT

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of April 29, 2022, between GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC (hereinafter referred to as the “Investment Adviser”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), and GUGGENHEIM PARTNERS ADVISORS, LLC (hereinafter referred to as the “Sub-Adviser”), a Delaware limited liability company.

WHEREAS, the Investment Adviser has entered into an Investment Advisory Contract dated November 16, 2018, as amended (the “Advisory Agreement”), with Guggenheim Funds Trust (the “Trust”), which is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, pursuant to the Advisory Agreement, the Investment Adviser desires to retain the Sub-Adviser to furnish certain sub-advisory services to a series of the Trust, Guggenheim Ultra Short Duration Fund (the “Fund”);

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, it is agreed between the parties hereto as follows:

1. APPOINTMENT. The Investment Adviser hereby appoints the Sub-Adviser to act as a sub-adviser of the Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. DUTIES OF THE SUB-ADVISER.

(a) Subject to the supervision of the Trust’s Board of Trustees (“Board”) and the Investment Adviser, and consistent with the Fund’s investment objectives, policies, and restrictions as provided in the Fund’s currently effective registration statement and any amendments or supplements thereto (“Registration Statement”), the Sub-Adviser shall act as investment sub-adviser and assist the Investment Adviser in the supervision and direction of the investment strategy of the Fund in accordance with the Fund’s investment policies. The Sub-Adviser does not have discretion and is not authorized to (or direct others to): (i) arrange for the purchase and sale of securities and other assets held in the Fund or (ii) place orders and negotiate the commissions (if any) for the execution of transactions in securities or other assets.

(b) The Sub-Adviser will maintain all books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust and the Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained and preserved by Rule 31a-1 and Rule 31a-2 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

(c) At such times as shall be reasonably requested by the Board, the Sub-Adviser will assist the Investment Adviser to provide the Board with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund and make available to the Board any economic, statistical, and investment services normally available to institutional or other customers of the Sub-Adviser.

3. FURTHER DUTIES. In all matters relating to the performance of this Agreement, the Sub-Adviser will act in conformity with the Trust’s Declaration of Trust, By-laws, and Registration Statement and with the instructions and directions of the Board and the Investment Adviser, and will comply with the requirements of the 1940 Act and the Trust’s operating and compliance policies and procedures, the Advisers Act, and all other applicable federal and state laws and regulations.

4. SERVICES NOT EXCLUSIVE. Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee, or other affiliate thereof from acting as investment adviser for any other person, firm, or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees, or agents from buying, selling, or trading any securities for its or their own accounts or for the accounts of other for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations under this Agreement. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Sub-Adviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

5. EXPENSES. During the term of this Agreement, the Sub-Adviser will bear all costs and expenses incurred in its operations for the services it renders hereunder.

6. COMPENSATION. For investment advisory services provided pursuant to this Agreement, the Investment Adviser shall pay to the Sub-Adviser a fee, computed daily and paid monthly on the first business day of the next succeeding calendar month, at the annual percentage rate equal to 0.005% of the Fund’s average daily net assets. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective day to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

7. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser, its officers, directors, employees, and delegates (referred to herein as “Sub-Adviser Parties”), shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund, the Trust, or any of its shareholders, in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Sub-Adviser Parties in the performance of their duties or from reckless disregard by such Sub-Adviser Parties of their obligations and duties under this Agreement. Any person, even though also an officer, director, employee, or agent of the Sub-Adviser who may be or become an officer, Trustee, employee, or agent of the Trust shall be deemed, when rendering services to the Fund or the Trust or acting with respect to any business of the Fund or the Trust, to be rendering such service to or acting solely for the Fund or the Trust and not as an officer, director, employee, or agent or one under the control or direction of the Sub-Adviser even though paid by it.

8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS OF THE FUND. The Trustees of the Trust and the shareholders of the Fund shall not be liable for any obligations of the Fund or the Trust under this Agreement, and the Sub-Adviser agrees that, in asserting any rights or

claims under this Agreement, it shall look only to the assets and property of the Trust in settlement of such right or claim, and not to such Trustees or shareholders.

9. DURATION AND TERMINATION.

(a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval, and (ii) by a vote of a majority of the Fund’s outstanding voting securities, unless it is not required by the 1940 Act.

(b) Unless sooner terminated as provided herein, this Agreement shall continue in force for an initial term of one year, and then shall continue automatically for successive annual periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Fund.

(c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund on sixty days’ written notice to the Sub-Adviser and may be terminated by the Sub-Adviser at any time, without the payment of any penalty, on sixty days’ written notice to the Trust, and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Investment Adviser.

(d) This Agreement will automatically terminate in the event of its assignment.

(e) Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation earned prior to such termination.

10. AMENDMENT OF THIS AGREEMENT. Provisions of this Agreement may be amended subject to the provisions of the 1940 Act, as modified or interpreted by an applicable order of the Securities and Exchange Commission or any regulation adopted by the Securities and Exchange Commission, or interpretative release or no-action letter of the Securities and Exchange Commission or its staff. Accordingly, approval of an amendment by shareholders would be necessary only to the extent required by the 1940 Act as so modified or interpreted.

11. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. To the extent that the applicable laws of the State of New York conflict with the applicable provisions of the 1940 Act, the latter shall control.

12. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. As used in this Agreement, the terms “majority of the outstanding voting securities,” “affiliated person,” “interested person,” “assignment,” “broker,” “investment adviser,” “national securities exchange,” “net assets,” “prospectus,” “sale,” “sell,” and “security” shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the Securities and Exchange Commission by any rule, regulation, or order. Where the effect of a requirement

of the 1940 Act reflected in any provision of this Agreement is relaxed by a rule, regulation, or order of the Securities and Exchange Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC

By: /s/ Amy J. Lee                                                 

Name: Amy J. Lee

Title: Attorney-in-Fact

GUGGENHEIM PARTNERS ADVISORS, LLC

By: /s/ Amy J. Lee

Name: Amy J. Lee

Title: Attorney-in-Fact

EX-99.D.25

INVESTMENT SUB-ADVISORY AGREEMENT

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), made and entered into this 29th day of April 2022, between SECURITY INVESTORS, LLC, a Kansas limited liability company (hereinafter referred to as the “Management Company”), and GUGGENHEIM PARTNERS ADVISORS, LLC, a Delaware limited liability company (hereinafter referred to as the “Sub-Adviser”).

WITNESSETH

WHEREAS, the Management Company has entered into an Investment Advisory Contract dated January 27, 2014, as amended (the “Advisory Agreement”), with Guggenheim Funds Trust (the “Trust”), which is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, pursuant to the Advisory Agreement, the Management Company desires to retain the Sub-Adviser to render certain sub-advisory services to two series of the Trust, Guggenheim Core Bond Fund and Guggenheim High Yield Fund (each, a “Fund” and together, the “Funds”) hereunder and with respect to which the Sub-Adviser is willing so to do; and

NOW, THEREFORE, in consideration of the premises and mutual agreements made herein, the parties hereto agree as follows:

1. Employment of the Sub-Adviser. The Management Company hereby employs the Sub-Adviser to act as a sub-adviser to the Funds during the period and upon and subject to the terms and conditions herein set forth. The Sub-Adviser hereby accepts such employment and agrees to perform the services required by this Agreement for the compensation herein provided.

2. Duties of the Sub-Adviser. The Sub-Adviser shall assist the Management Company in the supervision and direction of the investment strategy of each Fund in accordance with such Fund’s investment policies. The Sub-Adviser does not have discretion and is not authorized to (or direct others to): (i) arrange for the purchase and sale of securities and other assets held in any of the Funds or (ii) place orders and negotiate the commissions (if any) for the execution of transactions in securities or other assets. All investment advice furnished by the Sub-Adviser to each Fund under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Trust’s Declaration of Trust and By-laws, the 1940 Act and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Funds under the Securities Act of 1933 and the 1940 Act, all as from time to time amended. The Sub-Adviser shall assist the Management Company to advise and assist the officers or other agents of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Trust’s Board of Trustees (and any duly appointed committee thereof) with regard to the foregoing matters and the general conduct of the Trust’s business.

3. Allocation of Expenses and Charges. During the term of this Agreement, the Sub-Adviser will bear all costs and expenses incurred in its operations for the services it renders hereunder.

4. Compensation of the Sub-Adviser. As compensation for the services to be rendered by the Sub-Adviser as provided for herein, for each of the years this Agreement is in effect, the Management Company shall pay the Sub-Adviser a fee at the annual percentage rate equal to 0.005% of each Fund’s average daily net assets. If this Agreement shall be effective for only a portion of one of the Funds’ fiscal years, then the maximum annual expenses shall be prorated for such portion.

5. Sub-Adviser Not to Receive Commissions. In connection with the purchase or sale of portfolio securities for the account of a Fund, neither the Sub-Adviser nor any officer or director of the Sub-Adviser shall act as principal or

1

receive any compensation from a Fund other than its compensation as provided for in Section 4 above. If the Sub-Adviser, or any “affiliated person” (as defined in the 1940 Act) receives any cash, credits, commissions or tender fees from any person in connection with transactions in a Fund’s portfolio securities (including but not limited to the tender or delivery of any securities held in a Fund’s portfolio), the Sub-Adviser shall immediately pay such amount to a Fund in cash or as a credit against any then earned but unpaid management fees due by the Fund to the Sub-Adviser.

6. Limitation of Liability of the Sub-Adviser. So long as the Sub-Adviser shall give a Fund the benefit of its best judgment and effort in rendering services hereunder, the Sub-Adviser shall not be liable for any errors of judgment or mistake of law, or for any loss sustained by reason of the adoption of any investment policy or the purchase, sale or retention of any security on its recommendation, whether or not such recommendation shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such recommendation shall have been made and such other individual, firm or corporation shall have been selected with due care and in good faith. Nothing herein contained shall, however, be construed to protect the Sub-Adviser against any liability to a Fund or its security holders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. As used in this Section 6, “the Sub-Adviser” shall include directors, officers and employees of the Sub-Adviser, as well as the Sub-Adviser itself.

7. Other Activities Not Restricted. Nothing in this Agreement shall prevent the Sub-Adviser or any officer thereof from acting as investment adviser for any other person, firm, or corporation, nor shall it in any way limit or restrict the Sub-Adviser or any of its directors, officers, stockholders or employees from buying, selling, or trading any securities for its own accounts or for the accounts of others for whom it may be acting; provided, however, that the Sub-Adviser expressly represents that it will undertake no activities which, in its judgment, will conflict with the performance of its obligations to a Fund under this Agreement. The Trust acknowledges that the Sub-Adviser may act as investment adviser to other investment companies, and it expressly consents to the Sub-Adviser acting as such.

8. Duration and Termination of Agreement. This Agreement shall continue in force with respect to a Fund for an initial term of one year, and then for successive 12-month periods thereafter, unless terminated, provided each such continuance is specifically approved at least annually by (a) the vote of a majority of the entire Board of Trustees of the Trust, or by the vote of the holders of a majority of the outstanding voting securities of the Funds (as defined in the 1940 Act), and (b) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons (as such terms are defined in the 1940 Act) of any such party cast in person at a meeting of such Trustees called for the purpose of voting upon such approval. In the event a majority of the outstanding shares of one Fund vote for continuance of the Agreement, it will be continued for that Fund even though the Agreement is not approved by either a majority of the outstanding shares of any other Fund or by a majority of outstanding shares of the Trust.

This Agreement may be terminated at any time as to any Fund, without payment of any penalty, by vote of the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of that Fund, or by the Sub-Adviser, upon 60 days’ written notice to the other party, and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Management Company.

This Agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act).

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective corporate officers thereto duly authorized on the day, month and year first above written.

SECURITY INVESTORS, LLC
By:	/s/ Amy J. Lee
Name:	Amy J. Lee
Title:	Sr. Vice President & Secretary

GUGGENHEIM PARTNERS ADVISORS, LLC
By:	/s/ Amy J. Lee
Name:	Amy J. Lee
Title:	Attorney-in-Fact

3

EX-99.D.26

INVESTMENT SUB-ADVISORY AGREEMENT

Between

SECURITY INVESTORS, LLC

and

GUGGENHEIM PARTNERS ADVISORS, LLC

INVESTMENT SUB-ADVISORY AGREEMENT, made as of the 29th day of April, 2022, between Security Investors, LLC (“Adviser”), a limited liability company organized and existing under the laws of the State of Kansas, and Guggenheim Partners Advisors, LLC (“Sub-Adviser”), a limited liability company organized and existing under the laws of the State of Delaware.

WHEREAS, the Adviser has entered into an Investment Advisory Contract dated January 27, 2014, as amended (“Advisory Agreement”), with Guggenheim Funds Trust (the “Trust”), which is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, the Trust is authorized to issue shares of the Guggenheim Municipal Income Fund, a separate series of the Trust (the “Fund”);

WHEREAS, the Adviser has retained Guggenheim Partners Investment Management, LLC (the “Primary Investment Sub-Adviser”) to provide certain sub-advisory services pursuant to an investment sub-advisory contract dated January 27, 2014, as amended;

WHEREAS, the Sub-Adviser is engaged principally in the business of rendering investment services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”); and

WHEREAS, pursuant to the Advisory Agreement, the Adviser desires to retain the Sub-Adviser as an additional sub-adviser to furnish certain investment advisory services to the Adviser and the Fund, and the Sub-Adviser is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:

1. Appointment. Adviser hereby appoints the Sub-Adviser as its investment sub-adviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. Duties of the Sub-Adviser.

A. Investment Sub-Advisory Services. Subject to the supervision of the Trust’s Board of Trustees (“Board”) and the Adviser, the Sub-Adviser shall act as the investment sub-adviser and shall assist the Primary Investment Sub-Adviser in the supervision and direction of the investment strategy of the Fund in accordance with the Fund’s investment objectives, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund may impose by notice in writing to the Sub-Adviser. The Sub-Adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall assist the Primary Investment Sub-Adviser in the formulation and implementation of a continuing program for the management of the assets and resources of the Fund in a manner consistent with the Fund’s investment objective(s), policies, and restrictions. The Sub-Adviser does not have discretion and is not authorized to (or direct others to):

(1) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; and

(2) place orders and negotiate the commissions (if any) for the execution of transactions in securities or other assets.

B. Further Duties of Sub-Adviser. In all matters relating to the performance of this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust, By-laws, and the Fund’s currently effective Registration Statement (as defined below) and with the written instructions and directions of the Board and the Adviser, and shall comply with the requirements of the 1940 Act, the Advisers Act, the rules thereunder, and all other applicable federal and state laws and regulations.

3. Compensation. For the services provided and the expenses assumed by the Sub-Adviser pursuant to this Agreement, the Sub-Adviser shall receive a monthly investment sub-advisory fee at the annual percentage rate equal to 0.005% of the Fund’s average daily net assets. The sub-advisory fee shall be payable monthly to the Sub-Adviser on or before the 25^th day of the next succeeding calendar month. If this Agreement becomes effective or terminates before the end of any month, the sub-advisory fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs.

4. Duties of the Adviser.

A. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser’s performance of its duties under this Agreement.

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B. The Adviser has furnished the Sub-Adviser with copies of each of the following documents and will furnish to the Sub-Adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available:

(1) The Declaration of Trust of the Trust, as filed with the Secretary of State, as in effect on the date hereof and as amended from time to time;

(2) The By-laws of the Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); and

(3) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) and all amendments thereto (“Registration Statement”).

The Adviser shall furnish the Sub-Adviser with any further documents, materials or information that the Sub-Adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

C. During the term of this Agreement, the Adviser shall furnish to the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Sub-Adviser or its clients in any way, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the preceding sentence.

5. Ownership of Records. The Sub-Adviser shall maintain all books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees (i) that all records that it maintains for the Fund are the property of the Trust, (ii) to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and (iii) agrees to surrender promptly to the Trust any records that it maintains for the Trust upon request by the Trust; provided, however, the Sub-Adviser may retain copies of such records.

6. Reports. The Sub-Adviser shall furnish to the Board or the Adviser, or both, as appropriate, such information, reports, evaluation, analyses and opinions as the Sub-Adviser and the Board or the Adviser, as appropriate, may mutually agree upon from time to time.

7. Services to Others Clients. Nothing contained in this Agreement shall limit or restrict (i) the freedom of the Sub-Adviser, or any affiliated person thereof, to render investment management and corporate administrative services to other investment companies, to act as investment manager or investment counselor to other persons, firms, or corporations, or to engage in any

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other business activities, or (ii) the right of any director, officer, or employee of the Sub-Adviser, who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, so long as the Sub-Adviser’s services under this Agreement are not impaired thereby.

8. Sub-Adviser’s Use of the Services of Others. The Sub-Adviser may (at its cost) employ, retain, or otherwise avail itself of the services or facilities of other persons or organizations for the purpose of providing the Sub-Adviser or the Trust or Fund, as appropriate, with such statistical and other factual information, such advice regarding economic factors and trends, such advice as to occasional transactions in specific securities, or such other information, advice, or assistance as the Sub-Adviser may deem necessary, appropriate, or convenient for the discharge of its obligations hereunder or otherwise helpful to the Trust or the Fund, as appropriate, or in the discharge of Sub-Adviser’s overall responsibilities with respect to the other accounts that it serves as investment manager or counselor. However, the Sub-Adviser shall not assign or delegate any of its duties under this Agreement without the approval of the Advisor and the Board.

9. Limitation of Liability of the Sub-Adviser. Neither the Sub-Adviser nor any of its officers, directors, or employees, nor any person performing executive, administrative, trading, or other functions for the Trust, the Fund (at the direction or request of the Sub-Adviser) or the Sub-Adviser in connection with the Sub-Adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Trust or Fund or (ii) any error of fact or mistake of law contained in any report or data provided by the Sub-Adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance of its or their duties on behalf of the Trust or the Fund or from reckless disregard by the Sub-Adviser or any such person of the duties of the Sub-Adviser pursuant to this Agreement.

10. Representations of Sub-Adviser. The Sub-Adviser represents, warrants, and agrees as follows:

A. The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

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B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption.

C. The Sub-Adviser has provided the Adviser and the Trust with a copy of its Form ADV as most recently filed with the SEC and will, promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Adviser.

11. Term of Agreement. This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Fund’s outstanding voting securities, unless it is not required by the 1940 Act. Unless sooner terminated as provided herein, this Agreement shall continue in effect for one year from its effective date. Thereafter, this Agreement shall continue in effect from year to year, with respect to the Fund, subject to the termination provisions and all other terms and conditions hereof, so long as such continuation shall be specifically approved at least annually (a) by either the Board, or by vote of a majority of the outstanding voting securities of the Fund; (b) in either event, by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party; and (c) the Sub-Adviser shall not have notified the Trust, in writing, at least 60 days prior to such approval that it does not desire such continuation. The Sub-Adviser shall furnish to the Trust, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal, or amendment hereof.

12. Termination of Agreement. Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund on at least 60 days’ prior written notice to the Sub-Adviser. This Agreement may also be terminated by the Adviser: (i) on at least 60 days’ prior written notice to the Sub-Adviser, without the payment of any penalty; (ii) upon material breach by the Sub-Adviser of any of the representations and warranties set forth in Paragraph 10 of this Agreement, if such breach shall not have been cured within a 20-day period after notice of such breach; or (iii) if the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days’ prior notice to the Adviser. This Agreement shall terminate automatically in the event of its assignment or upon termination of the Advisory Agreement.

13. Amendment of Agreement. No provision of this Agreement may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge, or termination is sought.

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14. Miscellaneous

A. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York without giving effect to the conflicts of laws principles thereof and the 1940 Act. To the extent that the applicable laws of the State of New York conflict with the applicable provisions of the 1940 Act, the latter shall control.

B. Captions. The captions contained in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

C. Entire Agreement. This Agreement represents the entire agreement and understanding of the parties hereto and shall supersede any prior agreements between the parties relating to the subject matter hereof, and all such prior agreements shall be deemed terminated upon the effectiveness of this Agreement.

D. Interpretation. Nothing herein contained shall be deemed to require the Trust to take any action contrary to its Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound; or to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund.

E. Definitions. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the Act. As used in this Agreement, the terms “majority of the outstanding voting securities,” “affiliated person,” “interested person,” “assignment,” “broker,” “investment adviser,” “net assets,” “sale,” “sell,” and “security” shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any rule, regulation, or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.

SECURITY INVESTORS, LLC

By:	/s/ Amy J. Lee
Name:	Amy J. Lee
Title:	Sr. Vice President & Secretary

GUGGENHEIM PARTNERS ADVISORS, LLC

By:	/s/ Amy J. Lee
Name:	Amy J. Lee
Title:	Attorney-in-Fact

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EX-99.P.4

Sponsor

Guggenheim Partners Advisors, LLC

Chief Compliance Officer

Owner

Guggenheim Investments Compliance Director of Policies & Procedures

Contact

Maria.Rosen@guggenheimpartners.com

Effective Date

April 1, 2022

Table of Contents

1.	Objectives of the Code of Ethics		3
2.	Who is Subject to the Code?		3
3.	Who Administers the Code?		4
	3.1.	Chief Compliance Officer	4
	3.2.	Code of Ethics Compliance Platform	5
4.	Fiduciary Duty to Clients		6
	4.1.	Managing Conflicts	6
	4.2.	Confidentiality and Safeguarding Information	6
	4.3.	Prohibition on Front Running	6
	4.4.	Compliance with the Code of Ethics	7
5.	Reporting of Personal Trading		7
	5.1.	Which Investment Accounts Do Access Persons Need to Report?	7
	5.2.	Required Initial Holdings Reports and Certifications	9
	5.3.	Required Quarterly Transaction Reports	10
	5.4.	Annual Holdings Reports and Certifications	12
6.	Pre-clearance for Personal Trading		12
	6.1.	Trades Requiring Pre-Clearance	13
	6.2.	Trades Not Requiring Pre-Clearance	14
	6.3.	Prohibited Transactions	15
7.	Trading Restrictions		16
	7.1.	For All Trading	16
	7.2.	Excessive Trading in Reportable Accounts	17
	7.3.	Holding Period – Thirty-Day Prohibition on Buying/Selling Covered Securities	17
	7.4.	Section 16 Reporting for Certain Closed-End Mutual Funds	18
8.	Annual Review		18
9.	Retention of Records		18
10.	Sanctions		19
11.	Interpretations and Exceptions		19
12.	Appendix A – Reference Guide for Covered Security Pre-Clearance and Reporting Requirements		20
13.	Appendix B – Option Trading Pre-Clearance Requirements		21

1. Objectives of the Code of Ethics

Guggenheim Partners Advisors, LLC (“GPA” or the “Advisor”), its subsidiaries and affiliated investment advisers are committed to conducting our investment advisory business with the highest legal and ethical standards. We aim to uphold our reputation of integrity and professionalism in the furtherance of the interests of our clients and in a manner that is consistent with all applicable laws, rules and regulations. This reputation is a vital business asset and has generated the trust and confidence of GPA’s clients.

Accordingly, the Advisor has adopted this Code of Ethics (the “Code”) to effectuate the purposes and objectives of Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and in accordance with industry best practices. All persons associated with the Advisor are responsible for knowing and understanding the policies and guidelines contained in the Code. Our conduct should reflect GPA’s values, demonstrate ethical leadership, and promote a work environment that upholds our reputation for integrity, ethical conduct and trust. The Code sets forth the general principles and standards of conduct expected from you. It cannot and is not intended to cover every scenario or circumstances under which you may face business and personal conflicts. Technical compliance is not enough and you are expected to comply with the spirit of the Code.

The GI Institutional Compliance Department (“GI Institutional Compliance”) monitors, surveils and escalates to the business when appropriate. The GPA Chief Compliance Officer (“CCO”) and GI Institutional Compliance should be contacted for advice and recommendations as to compliance with regulatory requirements, the Code and together with the GPA Compliance Manual (“Manual”), the Compliance Program. However, the business has primary authority and control over the investment activities and operation of GPA and for managing employees. Access Persons should contact Guggenheim Partners’ Central Compliance – Employee Activities Group (“Central Compliance”) with any questions on employee trading and activities.

2. Who is Subject to the Code?

As a condition of employment, all individual employees, officers, principals, partners and directors of GPA (generally referred to as “Employees”) are required to comply with the Code. In addition, the following categories of persons are considered to be Access Persons and are required to comply with the Code together with Employees. “Access Person”¹ includes any:

a. Employee, Director, officer, manager, principal and partner of the Advisor (or other persons occupying a similar status or performing similar functions), or other person who provides advice on behalf of the Advisor or is subject to the Advisor’s supervision and control; or

b. Any person who:

¹ This includes any arrangement where the Access Person serves as an agent, executor, trustee or in another capacity.

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i. Has access to nonpublic information regarding any of the Advisor’s client’s purchases or sales of securities, or nonpublic information regarding the portfolio holdings of any client account the Advisor or their affiliates manage, or any fund which is advised or sub-advised by the Advisor (or certain affiliates, where applicable);

ii. Makes recommendations or investment decisions on behalf of the Advisor;

iii. Has the power to exercise a controlling influence over the management and policies of the Advisor, or over investment decisions, who obtains information concerning recommendations made to a client account with regard to the purchase or sale of a security;

iv. The CCO shall determine on a case-by-case basis whether a temporary employee (e.g., consultant or intern) should be considered an Access Person. Such determination shall be made based upon an application of the criteria provided above, whether an appropriate confidentiality agreement is in place, and such other information as may be necessary to ensure that proprietary information is protected. As such, temporary employees may only be subject to certain sections of the Code, such as certifying to it, or may be exempt from certain reporting requirements such as not having to hold their reportable accounts at the permitted broker-dealers; or

v. Any person deemed to be an Access Person by the CCO.

3. Who Administers the Code?

3.1. Chief Compliance Officer

3.1.1. Responsibilities

GI Institutional Compliance is responsible for administering the Code of Ethics under the auspices and responsibility of the CCO and the Advisor’s senior management. The CCO will delegate appropriate responsibilities to designated members of GI Institutional Compliance. Central Compliance administers certain sections of the Code of Ethics pertaining to Employee activities.

3.1.2. Reporting of Violations

If an Access Person becomes aware of a violation of the Code, the Access Person has an obligation to report the matter promptly to the CCO.

As has been the Advisor’s ongoing policy, nothing in this Code, any agreement between the Advisor and its employees, or any Advisor policy or program, prohibits or restricts any person in any way from reporting possible violations of law or regulation to any governmental agency or entity, or otherwise prevents anyone from participating, assisting, or testifying in any proceeding or investigation by any such agency or entity or from making other disclosures that are protected and/or

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permitted under law or regulation. For more information, please refer to the Guggenheim Capital, LLC Code of Conduct, available on OneGuggenheim.

3.1.3. Review of Violations

GI Institutional Compliance will review all violations of the Code and oversee any appropriate investigation and subsequent response. As the designee of senior management, the CCO shall have the right to make final and binding interpretations of the Code and may grant, using his/her discretion, exceptions to certain of the Code’s requirements and restrictions.

◾ No Employee, who in good faith reports a violation of the Code, shall suffer harassment, retaliation or with respect to a report concerning a violation by another Employee, adverse employment consequences.

◾ An Employee who retaliates against someone who has reported a violation in good faith may be subject to disciplinary action. Alternatively, the Advisor will treat any malicious or knowingly false report of a violation to be a serious offense and may discipline the Employee making such a report.

3.1.4. Review of CCO Compliance with Code

A member of senior management of the Advisor or any other person designated (e.g., a member of the Legal Department or the Global Head of Compliance or his/her designee), who may or may not be an Employee of the Advisor, is responsible for reviewing the CCO’s personal trading reports and Code certifications required under the Code. If the CCO is in violation of the Code, senior management will impose the appropriate sanction(s).

3.1.5. Employee Cooperation

Employees are encouraged to share questions, concerns, suggestions or complaints with GI Institutional Compliance. Reports of violations or suspected violations will be kept confidential to the extent possible, but consistent with the need to conduct an adequate investigation.

3.2. Code of Ethics Compliance Platform

3.2.1. Use of Compliance Platform

The Advisor utilizes an electronic Compliance Platform, to manage the Code’s reporting and certification obligations. Access Persons are required to use the Compliance Platform, to the extent practical.

◾ Code reporting requirements are to be completed through the Compliance Platform (including certifications, personal securities transactions covered by the Code, disciplinary disclosures, outside business affiliations, private transactions, board memberships, and gifts and entertainment) or through an alternate manner approved by GI Institutional Compliance.

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◾ At the time of designation as an Access Person, Central Compliance will provide all Access Persons with login information and instructions for using the Compliance Platform.

3.2.2. Electronic Reporting

Quarterly personal securities transaction reporting and annual holdings reporting will be completed electronically, to the extent practical. In order for duplicate brokerage statements to be sent directly to the Compliance Platform or for electronic feeds to be established, Access Persons may need to provide appropriate authorization to their brokers.

3.2.3. Exceptions to Electronic Reporting

On a case by case basis and at the discretion of Central Compliance, paper reports and certifications may be accepted in lieu of electronic reporting on the Compliance Platform.

4. Fiduciary Duty to Clients

4.1. Managing Conflicts

Access Persons owe a fiduciary duty to clients and have an obligation to act in their clients’ best interests. Access Persons must scrupulously avoid serving personal or conflicted interests ahead of the interests of clients. Conflicts and potential conflicts can arise in a variety of situations. All Access Persons must also seek to identify and appropriately address potential conflicts between and among client accounts as well. One client’s interests may not be favored over the interests of another. The Manual, available via OneGuggenheim, includes the Private Transactions Conflicts of Interests Review Policy that provides additional guidance and procedures for addressing potential conflicts within a business transaction context.

4.2. Confidentiality and Safeguarding Information

Unless permitted in writing prior to disclosure, information regarding clients or their accounts may not be shared with persons outside of the Advisor, such as vendors, family members, or market participants. In particular, information regarding the trading intentions of clients or the Advisor on behalf of its clients may not be shared. Access Persons may have information regarding clients, their investment strategies, strategic plans, assets, holdings, transactions, personnel matters and other information. This information must remain confidential and may not be shared outside the Advisor.

4.3. Prohibition on Front Running

Front-running, trading opposite the Advisor’s client account(s), or engaging in conduct that may be construed as front-running, is strictly prohibited under the Code. For example, front-running would include an Access Person purchasing a Covered Security any time within

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seven days ahead of when the Advisor’s client account(s) purchases the same Covered Security, or the sale of a Covered Security any time within seven days ahead of when the Advisor’s client account(s) sells the same Covered Security. An example of trading opposite the Advisor’s client account(s) would include the sale of a Covered Security any time within seven days after the Advisor’s client account(s) purchases the same Covered Security or the purchase of a Covered Security any time within seven days after the Advisor’s client account(s) sells the same Covered Security. Proprietary, Access Persons’, and discretionary accounts will be monitored for front-running.

4.4. Compliance with the Code of Ethics

Each Access Person will receive a copy of the Code and any subsequent material amendments to the Code, and each Access Person must acknowledge receipt of the Code in writing not less frequently than on an annual basis, and generally on a quarterly basis. Each Access Person is required to certify that he/she (i) has read and understands the Code, (ii) is aware that he/she is subject to the provisions of the Code, (iii) has complied with the Code at all times during the previous calendar year, and (iv) has, during the previous calendar year, reported all holdings and transactions that he/she is required to report pursuant to the Code. The acknowledgement of receipt and certification may be made electronically through a manner specified by GI Institutional Compliance. A current copy of the Code is available via OneGuggenheim.

5. Reporting of Personal Trading

It is the sole responsibility of the Access Person to ensure that all reporting requirements are completed by the timeframes set forth by the Code. This may mean that the Access Person may have to enter information manually, provide statements or follow up with his/her broker-dealer or bank.

5.1. Which Investment Accounts Do Access Persons Need to Report?

Generally, any account which is in the name of the Access Person and members of his/her Immediate Family², which can, even if the account does not currently, hold Covered Securities (as defined in Section 5.3.1 below) will need to be reported.

5.1.1. Report any of the following Investment Accounts:

a. The Access Person has Beneficial Ownership³ over an Investment Account.

² Immediate Family includes, but is not limited to, a spouse, child, grandchild, stepchild, parent, grandparent, sibling, mother or father-in-law, son or daughter-in-law, or brother or sister-in-law, and adoptive relationships, living in the same household, or otherwise dependent on the Access Person. Access Persons may rebut this presumption if they are able to provide the Advisor with satisfactory assurances that they have no material interest in the account and exercise no control over investment decisions made regarding the account. Access Persons should consult with Central Compliance for guidance regarding this process.

³A person has Beneficial Ownership if he or she, directly or indirectly through any contract, arrangement, understanding, relationship

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b. Any Investment Account with a broker-dealer or bank over which the Access Person has investment decision-making authority (including accounts that the Access Person is named on, such as being a guardian, executor or trustee, as well as accounts that Access Person is not named on such as an account owned by another person but for which the Access Person has been granted trading authority).

c. Any Investment Account with a broker-dealer or bank established by a partnership, corporation, or other entity in which the Access Person has a direct or indirect interest through any formal or informal understanding or agreement.

d. Any college savings account in which the Access Person has investment discretion and where the account has the ability to invest in Covered Securities.

e. Any account in which the Access Person’s Immediate Family is the owner. Access Persons are presumed to have investment decision-making authority for, and therefore should report, any Investment Account of a member of their Immediate Family if they live in the same household.

f. Any 401(k) accounts from a previous employer which can, or offer the ability to, hold Covered Securities.

g. Any other account that the CCO deems appropriate in light of the Access Person’s interest or involvement.

All Investment Accounts of new Access Persons and any Investment Accounts of current Access Persons must be maintained with brokerage firms designated and approved by Central Compliance.⁴ The CCO or his designee may grant exceptions in writing to this policy on a limited basis. However, in general, personal trading in such accounts will be prohibited. Further, Access Person will be responsible for ensuring that the account statements and trade confirmations for Investment Accounts held away from designated brokerage firms are received by Central Compliance within 20 days after each quarter-end and reflect current account information as of the respective quarter-end.

Existing Investment Accounts of new Access Persons which are not held at the permitted broker-dealers must be transferred within 90 calendar days from the date the Access Person is so designated; the failure to transfer within this time will be considered a violation of the Code. Any request to extend the 90 day transfer

or otherwise, has or shares a direct or indirect pecuniary (financial) interest in a (i) security or (ii) accounts which can hold securities, including but not limited to: individual, joint, partnership, custodial, trust, IRA, UGMA and KEOGH accounts. The determination of Beneficial Ownership is the responsibility of each Access Person: it is a fact-based decision.

⁴ The list of designated Broker Dealers is available on OneGuggenheim at: http://oneguggenheim/Compliance/Pages/Designated-Broker-Dealers.aspx?type=GPIM?Source=http://oneguggenheim/compliance/Pages/default.aspx

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deadline must be accompanied by a written explanation by the current broker-dealer as to the reason for delay. Central Compliance may grant specific exceptions in writing.

5.1.2. Independently managed/third-party discretionary account reporting:

a. Access Persons must disclose independently managed/third-party discretionary accounts, i.e., where the person has “no direct or indirect influence or control”.

b. Access Persons are required to obtain a signed copy of the Managed Account Letter (provided by Central Compliance) from their third-party investment advisor confirming that the advisor has authority to effect transactions on behalf of the account without obtaining prior consent of the Access Person and that the Access Person does not direct trades in the account. Access Persons are required to annually renew their Managed Account Letters confirming third-party discretion.

c. Access Persons should immediately notify Central Compliance in writing if there are any changes in control over the account or if there are any changes to the relationship between the trustee or third-party investment advisor and the Access Person (i.e., independent professional or friend or relative, unaffiliated versus affiliated firm). Please note that an immediate family member with discretion over a covered account is not considered a third-party advisor.

d. Trades in independently managed/third-party discretionary accounts, including trades in Covered Securities, are not subject to the pre-clearance requirements and trading restrictions of the Code.

e. Certain Access Persons (as determined and communicated by Central Compliance) are required to maintain independently managed/third-party discretionary accounts with brokerage firms designated and approved by Central Compliance.

5.1.3. New Investment Accounts

Prior to opening a new Investment Account, Access Persons are required to submit a Personal Account Pre-Clearance Form through the Compliance Platform and obtain written approval to establish the Investment Account from Central Compliance. Upon opening a reportable Investment Account or obtaining an interest in an Investment Account that requires reporting, the account number must be reported within 5 calendar days of funding the Investment Account via the Compliance Platform or as otherwise permitted by Central Compliance.

5.2. Required Initial Holdings Reports and Certifications

Information that is required when you initially become subject to the Advisor’s Code:

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a. Access Persons must report all of their Investment Accounts. (See Section 5.1.1 for more information.)

b. The report must include copies of statements which include the name of the broker/dealer or bank, title on the account, security names (and as applicable the exchange ticker symbol or CUSIP number), and the number of shares and principal amount of all holdings.

i. If the Access Person’s brokerage firm provides automatic feeds to the Compliance Platform, the Advisor will obtain account information electronically, after the Access Person has completed the appropriate authorizations as required by the brokerage firm.

c. All required account information must be reported within 10 calendar days from the date on which the Access Person becomes an Employee of the Advisor and is so designated as an Access Person, and the information must be current as of a date no more than 45 calendar days prior to the date the person becomes an Access Person.

d. Access Persons must complete a form certifying receipt and acknowledgement of the Code.

5.3. Required Quarterly Transaction Reports

5.3.1. Information required on a quarterly basis:

Access Persons must report all their quarterly transactions in Covered Securities in which they have a direct or indirect beneficial ownership, within at least 30 calendar days after each quarter end. The report must include transaction details consistent with regulatory requirements, including: (i) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable Covered Security involved; (ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (iii) the price of the Covered Security at which the transaction was effected; (iv) the name of the broker, dealer or bank with or through which the transaction was effected; and (v) the date the Access Person submits the report.

“Covered Securities” for purposes of the Code, are any financial instrument related to a security, including:

◾ Equities / Stocks

◾ Corporate, U.S. (Government) Agency and Municipal Bonds and Notes

◾ High-Quality Short-term Bonds (maturity at issuance of less than 366 days)

◾ Exchange Traded Funds (ETFs)

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◾ Options⁵ and Futures on any Covered Security, ETF or on any group or (broad-based) index of securities (e.g., put, call or straddle)

◾ Futures on U.S. Government obligations, Currencies and Commodities⁶

◾ Private Investments (as defined in Section 6.1 below). Please note that a Private Investment and Loan Pre-Clearance Form (available via OneGuggenheim) must be completed prior to any new private investment.

◾ Closed-end Mutual Funds

◾ Open-end Mutual Funds managed, advised or sub-advised by the Advisor or an affiliate

◾ Unit Investment Trusts (UIT)

◾ Foreign Unit Trust (i.e., UCITs) and Foreign Mutual Fund

◾ Indirect investments in cryptocurrencies through products deemed a “security” under applicable law (e.g., cryptocurrency-related entities deriving a substantial amount of revenue therefrom) or private investments, ETFs and Investment Trusts that invest directly and primarily in cryptocurrencies.⁷ Note: The regulatory landscape around cryptocurrencies and related products is evolving and GPA’s policy towards such products is subject to change depending on emerging regulatory requirements and firm and client activity. Certain cryptocurrencies may be restricted and require pre-clearance and reporting in the future.

◾ Miscellaneous: Treasury Stock; Debentures; Evidence of Indebtedness; Investment Contracts; Voting Trust Certificates; Certificates of Deposit for a Security; Limited Partnerships; Certificates of Interest or Participation in any Profit-Sharing Agreement; Collateral RIC-Certificates; Fractional Undivided Interests in Oil, Gas or other Mineral Rights; Pre-Organizational Certificates or Subscriptions; or Transferable Shares.

◾ Any other instrument that is considered a “security” under the applicable securities laws.

The term “Covered Securities” does not include obligations/debt of the U.S. Government, bank loans, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, money-market funds, shares issued by unit investment trusts that are invested exclusively in one or more open-end funds,

⁵ See Appendix B for pre-clearance requirements applicable to certain option trading strategies and transaction legs.

⁶ See Section 6.3 Prohibited Transactions for permitted categories of trading in certain futures on currencies and commodities.

⁷ For direct investments in cryptocurrencies, see Section 6.2 Trades Not Requiring Pre-Clearance. Private Investments that invest directly and primarily in cryptocurrencies should be pre-cleared in accordance with Section 6.1.2 Trades Requiring Pre-Clearance. For any questions on whether an investment is an indirect security-related investment in cryptocurrencies, please contact Central Compliance.

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none of which are reportable funds, or open-end mutual funds which the Advisor or its affiliates, as applicable, do not manage, advise or sub-advise.

Note: Access Persons should be aware that investments in Guggenheim Funds through its Employee Investment Program are reportable as Covered Securities. From time to time, the Compliance Platform may not receive all duplicate statements from brokers or may not receive them on a timely basis. In those cases, Access Persons will be notified by Central Compliance and must provide copies of the statements to Central Compliance who will forward the information to the Compliance Platform. If the brokerage firm does not provide automatic feeds to the Compliance Platform, Access Person will be responsible for providing duplicate statements for such Investment Accounts to Central Compliance within 20 days after each quarter-end and reflect current account information as of the respective quarter-end. The CCO or designee may provide exceptions to this policy on a limited basis.

5.4.     Annual Holdings Reports and Certifications

5.4.1.     Information required on an annual basis:

◾ Access Persons must provide a list of all Covered Securities in which they or their Immediate Family have a direct or indirect interest, including those not held in an account at a broker-dealer or bank. The list must include the title, number of shares and principal amount of each Covered Security. Access Persons must report the account number, account name and financial institution for each Investment Account with a broker-dealer or bank for which they are required to report.

◾ Access Persons must report all accounts and holdings within 30 calendar days after each year end via the Compliance Platform, or as otherwise permitted by Central Compliance, and the information must be current as of a date no more than 45 calendar days prior to the date the report is submitted.

◾ Access Persons must also certify annually that they have complied with the requirements and have disclosed all holdings required to be disclosed pursuant to the requirements of the Code. In addition, Access Persons must respond to personal disciplinary history questions.

6. Pre-clearance for Personal Trading

All Access Persons must pre-clear all trades in their Investment Accounts (except as provided below) through the Compliance Platform prior to execution. Prior to participating in any Private Investments (as defined below), all Access Persons must pre-clear (i.e., receive approval for) the proposed transactions through Central Compliance. This is necessary in order to verify that there is no conflict between the desired trade and the Advisor’s current activities or the interests of the

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Advisor and its clients. For the avoidance of doubt, Access Persons must also pre-clear any trades in Investment Accounts and Private Investments in the name of or on behalf of members of their Immediate Family (see footnote 3).

Approvals to trade in an Investment Account are generally only good on the day they are sought. If an Access Person receives approval to trade a security and does not execute the trade on the day the approval is received, the trade will need to be pre-cleared again if the Access Person still wants to execute the trade.

If an Access Person is in possession of material non-public information about any security, the Access Person must not trade on it, in accordance with GPA’s Insider Trading Policy (see the Manual for more information), despite pre-clearing the trade and receiving approval.

6.1. Trades Requiring Pre-Clearance

1. Covered Securities: Unless excluded below, Access Persons must pre-clear all trades in Covered Securities through the Compliance Platform, which checks the trade against the Guggenheim Investments Restricted List and any other applicable rules and guidelines. (See Section 5.3.1 for a list of Covered Securities and Appendix A for reference guide on pre-clearance and reporting requirements for Covered Securities.)⁸

2. Private Investments: Private Investments include, but are not limited to investments in: hedge funds, private equity funds, venture capital funds, other private fund vehicles (including Investment Trusts that invest directly and primarily in cryptocurrencies), privately-held companies, investments in commercial properties or residential properties (excluding primary residence) where income is earned on the property (e.g., a secondary residence that is used as rental property or listed as vacation rental on Airbnb) and private placement offerings of digital assets (e.g., agreements for future digital assets). Private Investments also include: (i) loans to or from such entities, and any other entities formed for the purpose of engaging in business activity; (ii) loans to or from individuals who are not Immediate Family of the Access Person; and (iii) loans to or from individuals who are Immediate Family of the Access Person for the purpose of engaging in business activity. Loans to or from Immediate Family of the Access Person that are entirely of a personal nature and loans that are covered within the Standing Exceptions per Section 6.3 in the Manual (Personal Loans) do not need to be pre-cleared.

Access Persons should contact Central Compliance with any questions as to which loans need to be pre-cleared.⁹ New Access Persons must disclose all of their existing

⁸ Certain Covered Securities may need to be pre-cleared in accordance with requirements for pre-clearance of private investments (see below in Section 6.1 Trades Requiring Pre-Clearance) – i.e., by completing the Private Investment and Loan Pre-Clearance Form.

⁹ For the avoidance of doubt, certain personal loans remain prohibited as more fully described in Section 6.3 Personal Loans in the Manual, and any financing for Private Investments, including properties and loans must be consistent with this policy.

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Private Investments, as well as those of their Immediate Family members, within 10 days of becoming an Access Person. The Central Compliance Employee Activities Group will send an email to all new Access Persons with the Private Investment Disclosure Form, which they must complete. Existing Access Persons are required to disclose existing Private Investments that were entered into prior to policy changes and seek prior written approval to invest in any new Private Investments on their own behalf, and on behalf of their Immediate Family members, and must complete the Private Investment and Loan Pre-Clearance Form (available via OneGuggenheim) and provide information about the investment to assist Central Compliance with the review of the request.

The Guggenheim Capital Conflicts Review Committee (“CRC”) may also review Private Investment requests for approval, as necessary. Approval by the CRC is required in the event that it is determined that a proposed or existing Private Investment involves one or more potential or actual significant conflicts of interest.

6.2. Trades Not Requiring Pre-Clearance

1. Government Securities/Certain Other Debt Instruments: Trades in any direct obligations of the U.S. Government (including futures on U.S. Government obligations), bankers’ acceptances, bank certificates of deposit, commercial paper and repurchase agreements are not required to be pre-cleared.

2. Money Market Funds: Trades in any investment company or fund that is a money market fund are not required to be pre-cleared.

3. Open-End Mutual Funds: Trades in open-end mutual funds that are advised or sub-advised by the Advisor or affiliates are not required to be pre-cleared.

4. Direct Investments in Cryptocurrencies¹⁰: Cryptocurrencies (e.g. digital assets such as bitcoin (BTC), litecoin (LTC) and ethereum (ETH)) are considered commodities and not securities, under current regulatory guidance. Therefore, direct investments in cryptocurrencies are currently outside the scope of the Code and do not require pre-clearance or reporting. Indirect investments in cryptocurrencies through investment entities or products deemed a security, are Covered Securities requiring pre-clearance under the Code (See Section 5.3.1).

Note: The regulatory landscape around cryptocurrencies and related products is evolving and GPA’s policy towards such products is subject to change depending on emerging regulatory requirements and firm and client activity. Certain cryptocurrencies may be restricted and require pre-clearance and reporting in the future.

¹⁰ Cryptocurrency generally means any virtual currency (e.g., bitcoin, litecoin, ethereum, etc.) or digital representation of value that functions as a medium of exchange, a unit of account, and/or a store of value that does not have indicia of being a security under the federal securities laws.

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5. No Knowledge: Securities transactions where no knowledge of the transaction exists before it is completed are not required to be pre-cleared. For example, a transaction effected by a trustee of a blind trust or discretionary trades involving an investment partnership, when the Access Person is neither consulted nor advised of the trade before it is executed, are not required to be pre-cleared.

6. Certain Corporate Actions: Any acquisition of securities through stock dividends, automatic dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, exercise of rights, tender offer transactions or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities are not required to be pre-cleared.

7. Non-volitional transactions: Any transaction which is non-volitional (i.e., the Access Person did not have any direct influence or control), such as acquisitions in automatic investment and stock purchase plans, automatic dividend reinvestments or sales from a margin account due to a bona fide margin call, or acquisition by gift or inheritance are not required to be pre-cleared.

8. Miscellaneous: Any transaction in any other securities as the CCO or Central Compliance may designate.

6.3. Prohibited Transactions

1. Investment Clubs: Participation in Investment Clubs is prohibited. Generally, an Investment Club is a group of people who pool their money to make investments. Usually, Investment Clubs are organized as partnerships and after members study different investments, the group decides to buy or sell based on a majority vote of the members. If you have any questions regarding whether an arrangement is an Investment Club, please contact Central Compliance.

2. Initial Public Offerings (“IPOs”): Trades in IPOs are prohibited. Access Persons are prohibited from acquiring any securities offered in connection with an IPO. For the avoidance of doubt, the prohibition on IPOs also extends to initial issuances of securities issued as digital assets (sometimes referred to as “Initial Coin Offerings” or “ICOs”¹¹). You should contact Central Compliance if you are not certain whether a particular digital asset is a security.

3. Commodity Interests: Trading in Commodity Interests and related Futures as well as futures and options on virtual currencies, are generally prohibited, except for the following types of futures: (i) Futures referencing broad-based securities indices (for example; S&P 500; NASDAQ 1000; and Russell 2000); (ii) Futures referencing major currencies (for example: Euro; Yen; Australian Dollar; and British Pound); (iii) Futures

¹¹ The prohibition on trading ICOs and futures and options on virtual currencies extends to Immediate Family, as defined in Section 5.1.

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referencing the following physical commodities: Gold; Silver; Oil; and Natural Gas; and (iv) Futures referencing U.S. Government debt obligations (for example: 30 year Treasury bond; 10/5 year Treasury Notes; and long-term Treasury Bonds).

Access Persons should consult with Central Compliance with regard to whether a particular instrument is a commodity interest. Senior management, together with the CCO, may grant exceptions to this prohibition on a case-by-case basis and such exceptions will be conditioned on compliance with certain requirements.

4. Blackout Period¹²: Access Persons are prohibited from purchasing or selling, directly or indirectly, any Covered Security in which you had (or by reason of such transaction acquire) any beneficial ownership, at any time within seven (7) calendar days before or after the time that the same or related Covered Security is purchased or sold in a GPA client account.

Exception to Blackout Period

The blackout period does not apply to trading in a Covered Security meeting the following criteria:

• the market value of the proposed transaction is less than $25,000;

• the 30-day rolling average trading volume is over 1 million shares; and

• Guggenheim Investments’ trade activity is less than 5% of the security’s 7-day rolling average volume.

The exception to the blackout period does not apply to the purchase or sale of options, transactions in a Covered Security listed on the Guggenheim Investments Restricted List, and any derivatives and futures.

Note: Access Persons should request pre-clearance of the proposed transaction in the Compliance Platform, which will calculate whether the transaction in the Covered Security meets the exception criteria and approve or deny the trade accordingly.

7. Trading Restrictions

7.1. For All Trading

In addition to reporting and pre-clearance obligations, the Code also includes restrictions regarding the manner in which Covered Securities may be traded and held in any reportable Investment Accounts. (See Section 5.1.1 for more information.)

¹² Broad-based ETFs meeting certain criteria (see current list of applicable ETFs here) are not subject to the Blackout Period prohibitions in this section.

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Regardless of whether a transaction is specifically prohibited in the Code, no person subject to the Code may engage in any personal securities transactions that (i) impact their ability to carry out their assigned duties or (ii) increase the possibility of an actual or apparent conflict of interest. Access Persons are prohibited from the following under any circumstances:

7.1.1. Market Manipulation

Securities transactions may not be executed with the intent to raise, lower, or maintain the price of any security or to falsely create the appearance of trading activity.

7.1.2. Trading on Inside Information

Transactions (e.g., purchases or sales) of any security cannot be made if in possession of material non-public information about the security or the issuer of the security. (Please also refer to the Manual for the Insider Trading Policy.)

7.1.3. Front-running

No Access Person may trade ahead of a client transaction. (See Section 4.3 for more information.)

7.2. Excessive Trading in Reportable Accounts¹³

Access Persons may not engage in excessive trading in their reportable Investment Accounts. Access Persons shall not make more than 60 Covered Securities trades in any reporting quarter. Transactions that do not require pre-clearance are not included in the total, and buy or sell transactions respectively, executed in the same security on the same day, are considered to be one transaction (i.e., an approved transaction executed in lots throughout the day is considered one transaction).

Option Strategies

The multiple transactions that make up an option trading strategy, such as option spreads, will be counted as individual transactions towards the excessive trading limit.

7.3. Holding Period – Thirty-Day Prohibition on Buying/Selling Covered Securities¹⁴

Access Persons are prohibited from purchasing and then selling, or selling and then purchasing the same Covered Security within 30 calendar days of the initial transaction.

This prohibition does not apply to independently managed/third-party discretionary accounts or transactions that are not subject to pre-clearance requirements.

¹³ Broad-based ETFs meeting certain criteria (see current list of applicable ETFs here) are not subject to the excessive trading prohibitions in this section.

¹⁴ Broad-based ETFs meeting certain criteria (see current list of applicable ETFs here) are not subject to the holding period prohibitions in this section.

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In situations where multiple transactions have occurred in the same covered security, the holding period will calculate from the date of the most recent purchase of the relevant covered security across all accounts, regardless of the holding period of prior transactions in the same covered security.

7.4. Section 16 Reporting for Certain Closed-End Mutual Funds

Section 16 of the Securities Exchange Act of 1934 requires insiders (directors and officers or the issuer of the securities) to file (i) an initial report with the SEC disclosing status as an insider (reporting person) and beneficial ownership of securities at the time of attaining such status (Form 3); (ii) changes in beneficial ownership (Form 4); and (iii) annual statement of changes in beneficial ownership (Form 5).

Access Persons must promptly email:

GIIntermediaryDistributionSection16Filings@guggenheimpartners.com, but in no event more than 24 hours, after any transaction in CEFs advised or sub-advised by the Advisor or an affiliate. Such reporting is required to make mandatory regulatory filings within the required time period.

8. Annual Review

GI Institutional Compliance will review the adequacy of the policies and procedures contained in the Code and the effectiveness of its implementation on an annual basis. This review will consider any changes in the business activity of the Advisor and any changes to the Advisers Act or applicable regulations that might suggest a need to revise the policies and procedures contained herein. In addition, GI Institutional Compliance will consider the need for interim reviews in response to significant compliance events, changes in business arrangements or regulatory developments.

9. Retention of Records

GPA will maintain records as set forth below in accordance with Rule 204-2(a)(12) and (13) under the Advisers Act and will make available for examination by the SEC.

• A copy of the Code and any other Code which is, or at any time within the past five years has been, in effect, will be preserved in an easily accessible place;

• A list of all Access Persons who are, or within the past five years have been, required to submit reports under the Code, will be preserved in an easily accessible place;

• A copy of each report made by an Access Person under the Code will be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place;

• A copy of each duplicate brokerage confirmation and each periodic statement provided under the Code will be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place.

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• A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurred;

• A copy of all Acknowledgements of Receipt and Annual Certifications as required by the Code for each Access Person who is currently, or within the past five years was required to provide such Acknowledgement of Receipt or Annual Certification; and

• GPA will maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition of a Private Investment, for at least five years after the end of the fiscal year in which the approval is granted.

Central Compliance will use best efforts to assure that all requests for pre-clearance, all personal securities transaction reports and all reports of securities holdings are treated as “Personal and Confidential.” However, such documents will be available for inspection by appropriate regulatory agencies, and by other parties within the Advisor and its affiliates as are necessary to evaluate compliance with, or sanctions under, the Code.

10. Sanctions

The Code is designed to facilitate compliance with applicable laws and to reinforce the Advisor’s reputation for integrity in the conduct of their businesses. For violations of the Code, sanctions may be imposed as deemed appropriate by GI Institutional Compliance with Central Compliance and as applicable in coordination with senior management. Escalation will depend on the severity and frequency of the infraction considering the facts and circumstances such as potential or actual harm or reputational risk to clients, prospects or the Advisor. A pattern of violations that individually do not violate the law, but which taken together demonstrate a pattern of lack of respect for the Code, may result in disciplinary action, including termination of employment.

Specifically, the Access Person shall be subject to remedial actions which may include, but are not limited to, any one or more of the following: (1) personal trading restriction; (2) verbal warning and/or letter of instruction; (3) written memo or letter of caution (including requirement for additional training) or other measures; (4) enhanced supervision or management plan; (5) decrease in compensation, performance measure or other penalty; (6) termination of employment; or (7) referral to civil or governmental authorities for possible civil or criminal prosecution. If the Access Person is normally eligible for a discretionary bonus, violations of the Code may also reduce or eliminate the discretionary portion of his/her bonus.

11. Interpretations and Exceptions

GI Institutional Compliance shall have the right to make final and binding interpretations of the Code and may grant, at its discretion, exceptions to certain of the prohibited transactions as described in the Code. Any memorandum created regarding the granting of any such exceptions will be retained. Each Access Person must obtain written approval from GI Institutional Compliance before taking any action regarding such an exception.

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12. Appendix A – Reference Guide for Covered Security Pre-Clearance and Reporting Requirements

Security / Financial Instrument Type	Pre-Clearance Required	Reporting (Quarterly Transactions / Annual Holdings)
Equities / Stocks	YES	YES
Corporate, U.S. (Government) Agency and Municipal Bonds and Notes	YES	YES
U.S. Government Obligations and Debt	NO	NO
High Quality Short-term Bonds (maturity at issuance of less than 366 days)	YES	YES
Exchange-Traded Funds (ETFs)	YES	YES
Options15 and Futures on any Covered Security, ETF or on any group or (broad-based) index of securities	YES	YES
Futures on U.S. Government Obligations	NO	YES
Certain Futures on Currencies and Commodities16	YES	YES
Private Investments, certain Loans and secondary Commercial and Residential Property17	YES	YES
Unit Investment Trusts (UITs)	YES	YES
Unit Investment Trusts (UITs) investing exclusively in open-end mutual funds.	NO	NO
Foreign Unit Trusts (i.e. UCITS) or Foreign Mutual Fund	YES	YES
Closed-end Mutual Funds (regardless of whether advised or sub-advised by the Advisor or an affiliate)	YES	YES

¹⁵ See Appendix B for pre-clearance requirements applicable to various option trading strategies and transaction legs.

¹⁶ See Section 6.3 Prohibited Transactions for permitted categories of trading in certain futures on currencies and commodities.

¹⁷ See Section 6.1 Trades Requiring Pre-Clearance for further guidance.

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Open-end Mutual Funds	NO	NO
Open-end Mutual Funds advised or sub-advised by the Advisor or an affiliate	NO	YES
Money Market Funds	NO	NO
Indirect investments in Cryptocurrencies18	YES	YES
Direct investments in Cryptocurrencies	NO	NO
Miscellaneous: Treasury Stock; Debenture; Evidence of Indebtedness; Investment Contract; Voting Trust Certificate; Certificate of Deposit for a Security; Limited Partnerships; Certificate of Interest or Participation in any Profit-Sharing Agreement; Collateral-RIC Certificate; Fractional Undivided interest in Oil, Gas or other Mineral Right; Pre-Organizational Certificate or Subscription; Transferable Shares	YES	YES
Bank Loans; Bankers ’ Acceptances; Bank Certificates of Deposit; Commercial Paper; Repurchase Agreements	NO	NO

13. Appendix B – Option Trading Pre-Clearance Requirements

Buying a Call Option	Pre-Clearance Required
Entering into Transaction
Buy to Open	YES
Closing Transaction
Sell to Close	YES
Let it Expire	NO
Exercise (i.e. buy underlying) and Hold	YES
Exercise (i.e. buy underlying) and Immediately Sell	YES for each trade (prohibited because of 30-day holding period)

¹⁸ Cryptocurrency-related entities deriving a substantial amount of revenue therefrom, or private investments, ETFs and investment trusts investing directly and primarily in cryptocurrencies.

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Writing/Selling a Call Option	Pre-Clearance Required
Entering into Transaction
Write/Sell Option	YES
Closing Transaction
Expires	NO
Exercised (if own underlying)	NO
Exercised (if naked/do not own underlying – i.e. buy security to deliver)	YES
Buy same Call Option	YES

Buying a Put Option	Pre-Clearance Required
Entering into Transaction
Buy to Open	YES
Closing Transaction
Sell to Close	YES
Let it Expire	NO
Exercise (if own underlying - i.e. sell underlying)	YES
Exercise (if do not own underlying - i.e. buy underlying first)	YES for each trade (prohibited because of 30-day holding period)

Writing/Selling a Put Option	Pre-Clearance Required
Entering into Transaction
Write/Sell Option	YES
Closing Transaction
Expires	NO
Exercised (i.e. buy underlying)	NO

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