Guggenheim Partners Investment Management LLC

Item 5 – Fees and Compensation

Management Fees

For SMAs, GPIM generally is paid a monthly or quarterly management fee, which is usually based on the assets
under management (“AUM”) or net asset value (“NAV”) (as defined in each IMA) of all assets held in a client’s
account. The management fee is equal to a mutually agreed upon annual fee rate multiplied by the SMA’s AUM
or NAV as of each calendar month-end or quarter-end, and typically pro-rated for periods of less than a
complete month and prior to any reduction for such management fee. The management fee is calculated and
accrued monthly and is generally payable quarterly in arrears, subject to any different payment and calculation
terms in a client’s IMA. Fees are negotiated in different amounts with each client based upon the type of service
provided, size of the account, and relationship between the client and GPIM. In certain limited cases, GPIM is
paid a fixed or flat management fee; fixed fees do not automatically fluctuate over time based on changes to
the SMA’s AUM or NAV, though they may be renegotiated periodically.

The standard management fee for institutional investment advisory services provided to GPIM’s SMA
portfolios generally ranges up to 1.00 percent annually of AUM or NAV. GPIM offers several different
products with varying fees some of which are higher than this, and, as described above, SMA fees are generally
negotiated and can be based on the AUM of the account.

Private Funds pay a management fee either monthly or quarterly, in advance or in arrears, as set forth in the
Fund’s offering and/or governing documents and relevant client or investor agreement and/or Side Letters.
Fee arrangements negotiated in Side Letters generally are not disclosed to other GPIM clients to the extent
permitted by applicable law. Where a Private Fund’s offering documents calculate management fees based on
the amount of an investor’s commitments or the amount of investor capital contributions, the amount of
management fees generally will not be reduced based on reductions in investment value, except where specified
by the relevant offering documents. As a general matter, management fees will be payable during ramp up and
wind down periods and term extensions unless otherwise agreed with investors.

For Registered Funds, management fees earned by GPIM are based on the average daily net assets of the Fund,
calculated as of the end of the applicable period (generally, a month) and are paid in arrears. GPIM serves as
adviser to certain Registered Funds that have been established to facilitate the implementation of certain
investment strategies in Managed Account Programs (the “Completion Funds”). Registered Fund fees vary
depending on the type of investment strategy employed by a Fund, as described in more detail in the Fund’s
Prospectus and Statement of Additional Information.

GPIM will receive varying fees for providing services to client-sourced investment opportunities (“Client-
Sourced Assets”), to the extent agreed upon by GPIM and the client in the relevant investment advisory
agreement.

Management fees for SMAs and Funds, described in the relevant IMA or a Fund’s offering documents,
generally accrue beginning on the effective date on which GPIM commenced investment activities in the
relevant SMA or Fund. In general, the SMA or Fund advised by GPIM pays the management fee to GPIM
within 30 calendar days from the receipt of an invoice and 30 calendar days from the expiration of the term if
such date is not the end of the calendar quarter. However, in some circumstances, fees are payable monthly or
payable in advance. Should an SMA client or Fund terminate an advisory arrangement, fees will be charged
until the mutually agreed upon termination date, or as otherwise agreed. Advisory arrangements are generally
terminated by providing written notice to GPIM. If fees have been paid in advance, in the event of a
withdrawal, the client typically would receive a pro rata rebate of the allocable portion of the fee not earned by
GPIM during the period. With respect to CITs, Registered Funds or Private Funds, management fee details
are disclosed in the CIT’s or Fund’s offering materials.

Certain SMAs or Private Funds have negotiated fees that vary depending on the types of assets held in the
account. Such a fee structure creates conflicts of interest for GPIM. Specifically, GPIM will generally have an
incentive to invest these accounts in asset types that generate a higher management fee, even though such asset
types are often riskier or more speculative than asset types that generate a lower management fee. This incentive
will be greater on or before the dates as of when such fees are calculated. Certain SMAs are non-discretionary
and have negotiated fees that arise only from the assets that the client has agreed to purchase. In such cases,
GPIM will have an incentive to recommend more or higher fee-generating assets to the non-discretionary client.

GPIM has engaged GCF to provide sub-advisory services to GPIM relating to Private Corporate Debt
investments, including investment sourcing and negotiation. Any fees associated with such services will be
borne by GPIM. GPIM clients will not bear any additional fees or expenses associated with the services
provided by GCF, although an Applicable Private Debt Legacy Client will directly or indirectly reimburse GCF
for certain expenses to the extent permitted under such client’s governing documents.

GPIM is compensated for providing sub-advisory services to a Managed Account Program out of the fees
GWS receives pursuant to the applicable Managed Account Program documentation.

From time to time, and subject to GPIM’s policies and procedures, GPIM expects to make available co-
investment opportunities (including in co-investment vehicles) to certain current or prospective Private Fund
investors, SMA clients or third parties, GPIM’s personnel and/or certain other persons associated with GPIM
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Item 7 – Types of Clients

GPIM provides investment advisory services to SMAs, CITs, Private Funds and Registered Funds. GPIM’s
SMA clients and investors in the CITs and Funds include corporate pension and profit-sharing plans, public
pension plans, trusts, estates, charitable organizations, municipalities, corporations and business entities
(including affiliated and unaffiliated insurance companies), and other registered and unregistered pooled
investment vehicles. GPIM also acts as adviser to open-end registered funds, closed-end registered funds, and
business development companies, and as sub-adviser to Registered Funds, CITs, and Managed Account
Program clients, including retail investors. GPIM serves as investment manager to foreign domiciled funds
including Undertakings for the Collective Investment in Transferable Securities funds and qualifying investor
alternative investment funds. GPIM also serves as asset or collateral manager for CLOs and other non-
registered structured products. For its SMA clients, GPIM generally requires a minimum account size of $100
million, subject to reduction in GPIM’s discretion. Investors in GPIM advised Registered Funds, Private Funds

and CITs have separate suitability and other requirements, and minimum investment amounts, as set forth in
the applicable Fund’s or CIT’s offering and subscription documentation.