Common use of Compensation Clause in Contracts

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (15) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (15) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "“All Services Less Rent" ” in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (15) The Section 3.22 is hereby amended by deleting the tenth sentence in its entirety and by replacing the first two sentences of Section 3.22 are hereby amended and replaced in their entirety with the following: If the Prospectus related to a Trust specifies a creation and development fee (the “Creation and Development Fee”), the Trustee shall, on such date or dates set forth in the Prospectus for a Trust, withdraw from the Capital Account an amount equal to either the accrued and unpaid Creation and Development Fee as of such date (for Trusts in which the applicable Prospectus provides that the Creation and Development Fee accrues on a daily basis) or the entire Creation and Development Fee (for Trusts in which the applicable Prospectus provides that the Creation and Development Fee be assessed at the conclusion of the initial offering period, as certified by the Depositor to the Trustee) and credit such amount to a special non-Trust account designated by the Depositor out of which the Creation and Development Fee will be distributed to the Depositor (the “Creation and Development Account”). For Trusts in which the applicable Prospectus provides for daily accrual of the Creation and Development Fee, the Creation and Development Fee will accrue on a daily basis from the day after the conclusion of the initial offering period through the Trust’s Mandatory Termination Date. Such a Creation and Development Fee will accrue at a daily rate of the total fixed dollar Creation and Development Fee amount stated in the applicable Prospectus divided by the number of days from the day after the conclusion of the initial offering period through the Trust’s Mandatory Termination Date. For Trusts in which the applicable Prospectus provides that the entire Creation and Development Fee will be assessed at the conclusion of the initial offering period, the reimbursement provided for in this Section shall be for the account of Unitholders of record at the conclusion of the initial offering period and shall have no effect on the Unit Value prior to such date. (16) Article III is hereby amended by adding the following section:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (1516) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "“All Services Less Rent" ” in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (15) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 3.06 and 4.03 3.18 as compensation for performing portfolio supervisory services, 3.06 and 3.19 as compensation for performing bookkeeping and administrative expenses services and Sections 3.06 and 4.03 as compensation for performing evaluation services, such amount and for such periods as specified in the Prospectus and/or Reference Trust Agreement. The computation of such compensation for providing performing portfolio supervisory services, services and bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units Units outstanding at any time during the period for which such compensation is being computed. The compensation for performing evaluation services shall be made on the basis of the principal amount of Bonds in such Trust on a monthly basis. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.053.06, 3.18 and 3.23 and 4.03 3.19 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed stated or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. The Depositor may employ agents in connection with its duties referenced in Section 7.05 and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust, provided, however, that the amount of such reimbursement in any year (i) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent form other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust and from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefore upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the provisions of this paragraph. (1528) The first two sentences of Section 3.22 are 9.05 is hereby amended and replaced with the followingrevised to read as follows:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (1514) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 3.06 and 4.03 3.18 as compensation for performing portfolio supervisory services, 3.06 and 3.19 as compensation for performing bookkeeping and administrative expenses services and Sections 3.06 and 4.03 as compensation for performing evaluation services, such amount and for such periods as specified in the Prospectus and/or Reference Trust Agreement. The computation of such compensation for providing performing portfolio supervisory services, services and bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units Units outstanding at any time during the period for which such compensation is being computed. The compensation for performing evaluation services shall be made on the basis of the principal amount of Bonds in such Trust on a monthly basis. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.053.06, 3.18 and 3.23 and 4.03 3.19 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed stated or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. The Depositor may employ agents in connection with its duties referenced in Section 7.05 and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust, provided, however, that the amount of such reimbursement in any year (i) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent form other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust and from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefore upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the provisions of this paragraph. (1528) The first two sentences of Section 3.22 are 9.05 is hereby amended and replaced with the followingrevised to read as follows:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 Section 9.02 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "“All Services Less Rent" ” in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar index. Such compensation shall be accrued by the Trustee and be paid in connection with the termination of the Trust pursuant to Section 9.02. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (1514) The first two sentences of Section 3.22 are is hereby amended and replaced in its entirety with the following:

Compensation. The Depositor shall receive Subject to the terms of this Agreement, each School will pay Provider, as compensation for the Services rendered at their respective School in the times amounts and upon the schedule set forth in Sections 3.05the School’s signed Statement of Work (the “Fees”), 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed provided that the aggregate cost compensation to them of supplying such services in such year. Such rate may be increased by Provider for Services shall not exceed One Hundred Fifty Thousand 00/100 Dollars ($150,000.00), the Trustee from time to time"Maximum Compensation Amount”, without the consent or prior approval of the Board and a written amendment to this Agreement. Provider agrees not to perform, and waives any Unitholderand all claims for payment of Services and Products that would result in ▇▇▇▇▇▇▇▇, or beyond the Depositor, by amounts above referenced not-to-exceed amount unless the parties have executed a written amendment authorizing such additional work and the payment thereof. It is understood and agreed that the Maximum Compensation Amount referenced hereinabove is a 'not-to-exceed amount' and is not exceeding the proportionate increase a guaranteed payment. Compensation shall be based on actual Services and Products performed during the period from Term of this Agreement and the date of such Prospectus and/or Reference Trust Agreement Board shall not be obligated to the date of pay for any such increase, Products or Services or deliverables not in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar indexcompliance with this Agreement. In the event that the Agreement is terminated early, the Board shall only be obligated to pay the fees incurred up to the effective date of termination and Provider shall promptly refund to the Board any payments received for Products, Services and deliverables not provided. If Provider overcharges, in addition to all other remedies, the Board shall be entitled to a refund in the amount of the compensation overcharge, plus interest at the rate of 3% per month from the date the overcharge was paid by the Board until the date refund is made. The Board has the right to offset any overcharge against any amounts due to Provider under this or any other agreement between Provider and the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05Board. (15) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 3.06 and 4.03 3.18 as compensation for performing portfolio supervisory services, 3.06 and 3.19 as compensation for performing bookkeeping and administrative expenses services and Sections 3.06 and 4.03 as compensation for performing evaluation services, such amount and for such periods as specified in the Prospectus and/or Reference Trust Agreement. The computation of such compensation for providing performing portfolio supervisory services, services and bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units Units outstanding at any time during the period for which such compensation is being computed. The compensation for performing evaluation services shall be made on the basis of the principal amount of Bonds in such Trust on a monthly basis. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "“All Services Less Rent" ” in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.053.06, 3.18 and 3.23 and 4.03 3.19 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed stated or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. The Depositor may employ agents in connection with its duties referenced in Section 7.05 and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust, provided, however, that the amount of such reimbursement in any year (i) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust and from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor’s invoice therefore upon which the Trustee may rely as the Depositor’s certification that the amount claimed complies with the provisions of this paragraph. (1528) The first two sentences paragraphs of Section 3.22 are 9.05 is hereby amended and replaced with the followingin their entirety to read as follows:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 3.06 and 4.03 3.18 as compensation for performing portfolio supervisory services, 3.06 and 3.19 as compensation for performing bookkeeping and administrative expenses services and Sections 3.06 and 4.03 as compensation for performing evaluation services, such amount and for such periods as specified in the Prospectus and/or Reference Trust Agreement. The computation of such compensation for providing performing portfolio supervisory services, services and bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units Units outstanding at any time during the period for which such compensation is being computed. The compensation for performing evaluation services shall be made on the basis of the principal amount of Bonds in such Trust on a monthly basis. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.053.06, 3.18 and 3.23 and 4.03 3.19 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed stated or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. The Depositor may employ agents in connection with its duties referenced in Section 7.05 and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust, provided, however, that the amount of such reimbursement in any year (i) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent form other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust and from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefore upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the provisions of this paragraph. (1531) The first two sentences of Section 3.22 are 9.05 is hereby amended and replaced with the followingrevised to read as follows:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "“All Services Less Rent" ” in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (1514) The Section 3.22 is hereby amended by deleting the tenth sentence in its entirety and by replacing the first two sentences of Section 3.22 are hereby amended and replaced in their entirety with the following: If the Prospectus related to a Trust specifies a creation and development fee (the “Creation and Development Fee”), the Trustee shall, on such date or dates set forth in the Prospectus for a Trust, withdraw from the Capital Account an amount equal to either the accrued and unpaid Creation and Development Fee as of such date (for Trusts in which the applicable Prospectus provides that the Creation and Development Fee accrues on a daily basis) or the entire Creation and Development Fee (for Trusts in which the applicable Prospectus provides that the Creation and Development Fee be assessed at the conclusion of the initial offering period, as certified by the Depositor to the Trustee) and credit such amount to a special non-Trust account designated by the Depositor out of which the Creation and Development Fee will be distributed to the Depositor (the “Creation and Development Account”). For Trusts in which the applicable Prospectus provides for daily accrual of the Creation and Development Fee, the Creation and Development Fee will accrue on a daily basis from the day after the conclusion of the initial offering period through the Trust’s Mandatory Termination Date. Such a Creation and Development Fee will accrue at a daily rate of the total fixed dollar Creation and Development Fee amount stated in the applicable Prospectus divided by the number of days from the day after the conclusion of the initial offering period through the Trust’s Mandatory Termination Date. For Trusts in which the applicable Prospectus provides that the entire Creation and Development Fee will be assessed at the conclusion of the initial offering period, the reimbursement provided for in this Section shall be for the account of Unitholders of record at the conclusion of the initial offering period and shall have no effect on the Unit Value prior to such date. (15) Article III is hereby amended by adding the following section:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 3.06 and 4.03 3.18 as compensation for performing portfolio supervisory services, 3.06 and 3.19 as compensation for performing bookkeeping and administrative expenses services and Sections 3.06 and 4.03 as compensation for performing evaluation services, such amount and for such periods as specified in the Prospectus and/or Reference Trust Agreement. The computation of such compensation for providing performing portfolio supervisory services, services and bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units Units outstanding at any time during the period for which such compensation is being computed. The compensation for performing evaluation services shall be made on the basis of the principal amount of Bonds in such Trust on a monthly basis. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.053.06, 3.18 and 3.23 and 4.03 3.19 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed stated or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. The Depositor may employ agents in connection with its duties referenced in Section 7.05 and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust, provided, however, that the amount of such reimbursement in any year (i) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent form other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust and from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefore upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the provisions of this paragraph. (1530) The first two sentences of Section 3.22 are 9.05 is hereby amended and replaced with the followingrevised to read as follows:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 3.06 and 4.03 3.18 as compensation for performing portfolio supervisory services, 3.06 and 3.19 as compensation for performing bookkeeping and administrative expenses services and Sections 3.06 and 4.03 as compensation for performing evaluation services, such amount and for such periods as specified in the Prospectus and/or Reference Trust Agreement. The computation of such compensation for providing performing portfolio supervisory services, services and bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units Units outstanding at any time during the period for which such compensation is being computed. The compensation for performing evaluation services shall be made on the basis of the principal amount of Bonds in such Trust on a monthly basis. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.053.06, 3.18 and 3.23 and 4.03 3.19 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed stated or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. The Depositor may employ agents in connection with its duties referenced in Section 7.05 and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust, PROVIDED, HOWEVER, that the amount of such reimbursement in any year (i) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent form other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust and from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefore upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the provisions of this paragraph. (1530) The first two sentences of Section 3.22 are 9.05 is hereby amended and replaced with the followingrevised to read as follows:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (1514) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 3.06 and 4.03 3.18 as compensation for performing portfolio supervisory services, 3.06 and 3.19 as compensation for performing bookkeeping and administrative expenses services and Sections 3.06 and 4.03 as compensation for performing evaluation services, such amount and for such periods as specified in the Prospectus and/or Reference Trust Agreement. The computation of such compensation for providing performing portfolio supervisory services, services and bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units Units outstanding at any time during the period for which such compensation is being computed. The compensation for performing evaluation services shall be made on the basis of the principal amount of Bonds in such Trust on a monthly basis. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.053.06, 3.18 and 3.23 and 4.03 3.19 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed stated or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. The Depositor may employ agents in connection with its duties referenced in Section 7.05 and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust, provided, however, that the amount of such reimbursement in any year (i) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust and from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefore upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the provisions of this paragraph. (1528) The first two sentences of Section 3.22 are 9.05 is hereby amended and replaced with the followingrevised to read as follows:

Compensation. The Depositor shall receive Subject to the terms of this Agreement, each School will pay Provider, as compensation for the Services rendered at their respective School in the times amounts and upon the schedule set forth in Sections 3.05the School's signed Statement of Work (the “Fees”), 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed provided that the aggregate cost compensation to them of supplying such services in such year. Such rate may be increased by Provider for Services shall not exceed One Hundred Fifty Thousand 00/100 Dollars ($150,000.00), the Trustee from time to time"Maximum Compensation Amount”, without the consent or prior approval of the Board and a written amendment to this Agreement. Provider agrees not to perform, and waives any Unitholderand all claims for payment of Services and Products that would result in ▇▇▇▇▇▇▇▇, or beyond the Depositor, by amounts above referenced not-to-exceed amount unless the parties have executed a written amendment authorizing such additional work and the payment thereof. It is understood and agreed that the Maximum Compensation Amount referenced hereinabove is a 'not-to-exceed amount' and is not exceeding the proportionate increase a guaranteed payment. Compensation shall be based on actual Services and Products performed during the period from Term of this Agreement and the date of such Prospectus and/or Reference Trust Agreement Board shall not be obligated to the date of pay for any such increase, Products or Services or deliverables not in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar indexcompliance with this Agreement. In the event that the Agreement is terminated early, the Board shall only be obligated to pay the fees incurred up to the effective date of termination and Provider shall promptly refund to the Board any payments received for Products, Services and deliverables not provided. If Provider overcharges, in addition to all other remedies, the Board shall be entitled to a refund in the amount of the compensation overcharge, plus interest at the rate of 3% per month from the date the overcharge was paid by the Board until the date refund is made. The Board has the right to offset any overcharge against any amounts due to Provider under this or any other agreement between Provider and the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05Board. (15) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (15) . The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 3.06 and 4.03 3.18 as compensation for performing portfolio supervisory services, 3.06 and 3.19 as compensation for performing bookkeeping and administrative expenses services and Sections 3.06 and 4.03 as compensation for performing evaluation services, such amount and for such periods as specified in the Prospectus and/or Reference Trust Agreement. The computation of such compensation for providing performing portfolio supervisory services, advisory services and bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units Units outstanding at any time during the period for which such compensation is being computed. The compensation for performing evaluation services shall be made on the basis of the principal amount of Bonds in such Trust on a monthly basis. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.053.06, 3.18 and 3.23 and 4.03 3.19 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. . The Depositor may employ agents in connection with its duties referenced in Section 7.05 and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust, provided, however, that the amount of such reimbursement in any year (15i) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust and from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The first two sentences of Section 3.22 are hereby amended and replaced Trustee shall pay such reimbursement against the Depositor's invoice therefor upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the following:provisions of this paragraph. This Reference Trust Agreement shall be deemed effective when executed and delivered by the Sponsor and the Trustee.

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 3.06 and 4.03 3.18 as compensation for performing portfolio supervisory services, 3.06 and 3.19 as compensation for performing bookkeeping and administrative expenses services and Sections 3.06 and 4.03 as compensation for performing evaluation services, such amount and for such periods as specified in the Prospectus and/or Reference Trust Agreement. The computation of such compensation for providing performing portfolio supervisory services, services and bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units Units outstanding at any time during the period for which such compensation is being computed. The compensation for performing evaluation services shall be made on the basis of the principal amount of Bonds in such Trust on a monthly basis. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.053.06, 3.18 and 3.23 and 4.03 3.19 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. The Depositor may employ agents in connection with its duties referenced in Section 7.05 and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust, provided, however, that the amount of such reimbursement in any year (i) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust and from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefor upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the provisions of this paragraph. (1532) The first two sentences second paragraph of Section 3.22 are hereby amended 6.02 is replaced in its entirety as follows: An audit of the accounts of each Trust shall not be conducted unless the Depositor determines that such an audit is required. In the event that the Depositor determines that an audit is required, the accounts of each Trust shall be audited not less than annually by independent public accountants designated from time to time by the Depositor and replaced reports of such accountants shall be furnished by the Trustee, upon request, to Unitholders. The Trustee, however, in connection with any such audits shall not be obligated to use Trust assets to pay for such audits in excess of the amounts, if any, indicated in the Prospectus relating to such Trust. The Trustee shall maintain and provide, upon the request of a Unitholder or the Depositor, the Unitholders' or the Unitholder's designated representative with the following:costs basis of the Securities represented by the Unitholder's Units. This Reference Trust Agreement shall be deemed effective when executed and delivered by the Sponsor and the Trustee.

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "“All Services Less Rent" ” in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (1514) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (1516) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 Section 3.5 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified in Part II of the Prospectus and/or Reference Trust Agreement. The computation of such compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of $.25 per 100 Units calculated on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios the Equities Securities Trust in any calendar year exceed the aggregate cost to them it of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, Certificateholder or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 Section 3.5 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.057.4. (15) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (15) . The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. A. The Depositor Treasurer shall receive at pay the times Contractor in accordance with the fee schedule for the Term, as set forth in Sections 3.05Exhibit C (the “Fee”). The Fee shall be paid on a quarterly basis in arrears in accordance with this Section [4] (Compensation). The maximum value of this Agreement is $ . B. For the quarter in which this Agreement commences or terminates, 3.18the Fee shall be prorated based upon the number of days in that quarter during which this Agreement is in effect. The Fee shall be calculated as follows: the regular quarterly Fee shall be multiplied by a fraction, 3.23 the numerator of which is the number of days in the quarter during which the Agreement is in effect and 4.03 as compensation the denominator of which is the total number of days in the quarter. C. The Contractor shall submit an invoice for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation servicespayment of the Fee no later than 15 calendar days following the last business day of the quarter for which the Fee is due. In no event shall the Fee for any quarter be due or payable sooner than 30 calendar days following the end of the quarter for which the invoice is rendered. D. The Treasurer shall review any request for changes in Fees proposed by the Contractor. If the Treasurer approves a change in Fees, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services change shall be made on implemented by amending this Agreement as provided in Section [25] (Entire Agreement; Integration; Amendments) hereof. E. The Contractor shall submit to the basis Treasurer invoices only covering work already performed; no compensation shall be paid to, or requested by, the Contractor in advance of services rendered. Invoices shall be mailed to: Office of the largest number Treasurer State of units outstanding at any time during Connecticut ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Hartford, CT 06106 Attention: Second Injury Fund The Treasurer may change the period above address for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement invoices under this Section upon prior written notification to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05Contractor. (15) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (1522) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 3.06 and 4.03 3.18 as compensation for performing portfolio supervisory services, 3.06 and 3.19 as compensation for performing bookkeeping and administrative expenses services and Sections 3.06 and 4.03 as compensation for performing evaluation services, such amount and for such periods as specified in the Prospectus and/or Reference Trust Agreement. The computation of such compensation for providing performing portfolio supervisory services, services and bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units Units outstanding at any time during the period for which such compensation is being computed. The compensation for performing evaluation services shall be made on the basis of the principal amount of Bonds in such Trust on a monthly basis. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.053.06, 3.18 and 3.23 and 4.03 3.19 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. . The Depositor may employ agents in connection with its duties referenced in Section 7.05 and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust, provided, however, that the amount of such reimbursement in any year (15i) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust and from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The first two sentences of Section 3.22 are hereby amended and replaced Trustee shall pay such reimbursement against the Depositor's invoice therefor upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the following:provisions of this paragraph. This Reference Trust Agreement shall be deemed effective when executed and delivered by the Sponsor and the Trustee.

Compensation. The Depositor shall receive at a. Client will pay to S3 Group all fees (“Fees”) and reimbursable costs (“Costs”) due for the times Services according to the prices and terms listed in the Orders. S3 Group may modify any Fees set forth in Sections 3.05an Order with respect to any proposed Renewal Service Term upon at least sixty (60) days prior written notice. b. Upon execution of an Order, 3.18Client will remit payment in full for the amount equal to the initial implementation and other initial subscription fees (collectively, 3.23 and 4.03 the "Initial Fees") for the Services set forth on such Order within at ten (10) days after the effective date of such Order. Thereafter, Client will be invoiced for any other Fees or Costs on a monthly basis or as compensation otherwise set forth in the Order. Invoices for performing portfolio supervisory servicesrecurring, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate usage or per transaction Fees may be increased by generated automatically through technical means integrated with the Trustee from time Services. Client will not take or fail to timetake any action that would impair, without disable, interfere with or frustrate such technical means, and Client will reasonably cooperate with S3 Group to make available all information necessary for S3 Group’s billing purposes. Except as otherwise set forth in an Order, invoices for any undisputed Fees or Costs (other than the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period Initial Fees) are due and payable within thirty (30) days from the date of such Prospectus and/or Reference Trust Agreement invoice. c. Client must notify S3 Group, in writing, of any disputed invoiced amounts prior to the date applicable due date; failure to provide written notice of any such increasedispute within such period constitutes a waiver by Client of such dispute. All invoice disputes must be made in good faith, and Client must pay the undisputed portion paid in consumer prices full as published either under the classification "All Services Less Rent" described in the Consumer Price Index published applicable Order. Any disputed amounts resolved in favor of Client will be credited to Client's account on Client's next invoice. d. Any Fees or Costs not paid when due will accrue interest at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month; or (ii) the highest rate allowed by law. In addition to the United States Department foregoing and without prejudice to S3 Group’ other rights and remedies under this Agreement, at law or equity, if Client is delinquent in its payments, S3 Group may, at S3 Group’ sole discretion do any one or more of Labor orthe following: (x) terminate the applicable Order or the Agreement as described in Section 2(b), IF such Index is no longer published, a similar indexabove; (y) in whole or in part suspend providing Services (or any of them) to Client until payment in full has been made; or (z) require other assurances to secure Client’s payment obligations hereunder. In the event that any delinquent amount is referred to an agency or attorney for collection, Client agrees to pay all costs of the compensation paid collection, including, without limitation any collection agency, court costs and attorneys' fees. e. All Fees and Costs charged by S3 Group with respect to the Depositor pursuant to Sections 3.05Services are exclusive of taxes, 3.18 VAT and 3.23 and 4.03 is found to similar fees now in force or enacted in the future imposed on the transaction, all of which Client will be an improper charge against a Trustresponsible for, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order except for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05taxes based on S3 Group’s net income. (15) The first two sentences of Section 3.22 are hereby amended and replaced with the following:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 3.06 and 4.03 3.18 as compensation for performing portfolio supervisory services, 3.06 and 3.19 as compensation for performing bookkeeping and administrative expenses services and Sections 3.06 and 4.03 as compensation for performing evaluation services, such amount and for such periods as specified in the Prospectus and/or Reference Trust Agreement. The computation of such compensation for providing performing portfolio supervisory services, services and bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units Units outstanding at any time during the period for which such compensation is being computed. The compensation for performing evaluation services shall be made on the basis of the principal amount of Bonds in such Trust on a monthly basis. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF if such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.053.06, 3.18 and 3.23 and 4.03 3.19 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed stated or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. The Depositor may employ agents in connection with its duties referenced in Section 7.05 and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust, PROVIDED, HOWEVER, that the amount of such reimbursement in any year (i) shall reduce the amount payable to the Depositor for such year with respect to the service in question and shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent form other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust and from other series of the Trust or other unit investment trusts sponsored by the Depositor or its affiliates in respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefore upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the provisions of this paragraph. (1529) The first two sentences of Section 3.22 are 9.05 is hereby amended and replaced with the followingrevised to read as follows:

Compensation. The Depositor shall receive at the times set forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services, such amount and for such periods as specified the Prospectus and/or Reference Trust Agreement. The compensation for providing portfolio supervisory services, bookkeeping and administrative expenses and evaluation services shall be made on the basis of the largest number of units outstanding at any time during the period for which such compensation is being computed. At no time, however, will the total amount received by the Depositor for services rendered to all series of Guggenheim Claymore Securities Defined Portfolios in any calendar year exceed the aggregate cost to them of supplying such services in such year. Such rate may be increased by the Trustee from time to time, without the consent or approval of any Unitholder, or the Depositor, by amounts not exceeding the proportionate increase during the period from the date of such Prospectus and/or Reference Trust Agreement to the date of any such increase, in consumer prices as published either under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor or, IF such Index is no longer published, a similar index. In the event that any amount of the compensation paid to the Depositor pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper charge against a the Trust, the Depositor shall reimburse the Trust in such amount. An improper charge shall be established if a final judgment or order for reimbursement of the Trust shall be rendered against the Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which the Depositor agrees to reimburse the Trust for amounts paid to the Depositor pursuant to this Section 7.05. (1521) The first two sentences of Section 3.22 are hereby amended and replaced with the following: