Guggenheim Private Investments LLC

Item 5 – Fees and Compensation

Management Fees

For SMAs, GPI generally is paid a monthly or quarterly management fee, based on the assets under
management (“AUM”) or net asset value (“NAV”) (as defined in a client’s IMA) of all assets held in a client’s
account or based on the client’s total committed capital amount (as defined in a client’s IMA) (“Committed
Capital Amount”). The management fee is equal to a mutually agreed upon annual fee rate multiplied by the
SMA’s AUM, NAV or Committed Capital Amount 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 payable quarterly in arrears. An SMA’s management
fee may be calculated and accrued according to different payment and calculation terms specified 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 GPI. In certain cases, GPI may agree to be 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.

GPI may offer several different products with varying fees, which will be determined with each SMA
client. Standard management fees for investment advisory services provided to SMA clients generally range up
to 1.00 percent annually of AUM, NAV, or Committed Capital Amount. However, some of GPI’s fees can be
higher than this, and, as described above, SMA fees are generally negotiable.

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 GPI 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. In certain cases, management fees will be offset by various fees, as set forth
in the Fund’s offering documents and will generally be payable during ramp up and wind down periods and
term extensions unless otherwise agreed with investors.

For Registered Funds, management fees earned by GPI are typically based on the value of the net assets of the
Fund, calculated as of the first calendar day of the applicable period (generally, a month) and are paid in arrears.
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.

Management fees for SMAs and Funds, as described in the relevant IMA or a Fund’s offering documents,
generally accrue beginning on the effective date on which GPI commenced investment activities in the relevant
SMA or Fund. In general, the SMA or Fund advised by GPI pays the management fee to GPI 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 will be generally
terminated by providing written notice to GPI. 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 GPI during
the period.

Certain SMAs or Private Funds have negotiated fees that vary depending on the types of assets held in the
account. Such a fee structure would create conflicts of interest for GPI. Specifically, GPI 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. For certain SMAs that are non-
discretionary, GPI can negotiate fees that arise only from the assets that the client has agreed to purchase. In
such cases, GPI will have an incentive to recommend more or higher fee-generating assets to the non-
discretionary client.

Pursuant to any advisory or other service agreements GPI may, in the future, enter into with affiliates, GPI will
generally receive a fee from the affiliate, which will be agreed between GPI and the affiliate from time to time
for the services provided to the affiliate, which may include performance or incentive fees. Any fees associated
with such services with be borne by the affiliate.

From time to time, and subject to GPI’s policies and procedures, GPI expects to provide co-investment
opportunities (including in co-investment vehicles) to certain current or prospective Private Fund investors,
SMA clients or third parties, GPI’s personnel and/or certain other persons associated with GPI and/or its
affiliates, alongside GPI clients. GPI reserves the right to charge interest on the purchase to the co-investor or
co-invest vehicle (or otherwise to adjust equitably the purchase price under certain conditions), and to seek
reimbursement to the relevant GPI client for related costs.

Performance Fees

As set forth under “Item 6 – Performance-Based Fees and Side-By-Side Management – Performance-Based
Fees,” for some of GPI’s SMAs and Private Funds, GPI charges a performance or incentive fee constituting a
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Item 7 - Types of Clients

GPI provides investment advisory services to a variety of different types of clients, including institutional
investors through SMAs and Funds. GPI may serve as (sub-)asset or collateral manager for or sub-adviser to
collateralized loan obligation (“CLO”) issuers, and may serve in such capacity for other non-registered
structured products.