GCF is a Delaware limited liability company formed on November 6, 2003. Guggenheim Capital, LLC (“Guggenheim Capital”) is the sole owner of GCF through a series of holding companies, including Guggenheim Manager, Inc.; Guggenheim Partners, LLC (“Guggenheim Partners”); GI Holdco II LLC; GI Holdco LLC; GMI GPIMH, LLC; Guggenheim Partners Investment Management Holdings, LLC (“GPIMH”); and Guggenheim Funds Services, LLC. Sage Assets, Inc. holds a minority ownership interest in Guggenheim Capital, LLC. Sammons Equity Alliance, Inc. holds all of the ownership interests in Sage Assets, Inc. Consolidated Investment Services, Inc. owns Sammons Equity Alliance, Inc. Sammons Enterprises, Inc. owns Consolidated Investment Services, Inc. Sammons Enterprises, Inc. Employee Stock Ownership Trust owns Sammons Enterprises, Inc. GreatBanc Trust Company is the Trustee for Sammons Enterprises, Inc. Employee Stock Ownership Trust. GCF provides investment advice, focused on Private Corporate Debt investments (as defined in “Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss”) to institutional separately managed accounts (“SMAs”). GCF may in the future provide investment advice, primarily focused on Private Corporate Debt investments to Guggenheim Partners Investment Management, LLC (“GPIM”), an affiliate of GCF, pursuant to a sub-advisory agreement. In connection with this arrangement, certain GCF personnel may serve as senior advisers to a GPIM investment committee. In addition, GCF may enter into one or more sub-advisory agreements with GPIM pursuant to which GCF personnel will serve as portfolio managers with respect to certain GPIM client accounts. GCF has entered into an arrangement with GPIM whereby GPIM provides certain investment sourcing, research and analysis, asset valuation, and related services to GCF with respect to Private Corporate Debt investments for GCF to use in connection with its advisory business. GCF employees, including GCF portfolio management personnel, also serve as employees of GPIM. This dual employment, and the relationship between GCF and GPIM, presents certain conflicts of interest, including those described herein. GCF may in the future provide investment advice, focused on Private Corporate Debt investments, to a variety of institutional clients.

GCF has filed an application for registration as a broker-dealer with the Financial Industry Regulatory Authority (“FINRA”). A GCF SMA client generally selects a custodian for the SMA and is charged a periodic fee for management of assets and, in some cases, a performance or incentive fee or allocation of profits or gains generally subject to a benchmark or threshold agreed upon by the client and GCF. For SMAs, a client’s initial investment objectives are generally determined in consultation with the client. Investment guidelines and these objectives are memorialized by GCF and the client prior to implementation of a strategy. An SMA client may impose restrictions on GCF’s authority to invest in specific securities and types of securities, or to use leverage, for example. Investment guidelines are documented in a client’s investment management agreement (“IMA”) and may be updated with the client’s consent for reasons including a change in the client’s situation or needs or a change in relevant market conditions. GCF reviews these objectives, guidelines, and restrictions in the normal course of business, but no less frequently than annually. The description of GCF’s investment advisory clients above is not exhaustive; consequently, GCF may provide advisory services to other types of clients. As of December 31, 2019, GCF managed approximately $2,500,000,000 Regulatory Assets Under Management (“RAUM”) on a non-discretionary basis. GCF does not participate in any wrap fee program. please register to get more info

Management Fees For SMAs, GCF 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 prorated and multiplied by the SMA’s AUM, NAV or Committed Capital Amount as of each calendar month-end or quarter- end, and typically reduced 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 GCF. GCF 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 GCF’s fees will be higher than this, and, as described above, SMA fees are generally negotiable. Management fees for an SMA, described in the relevant IMA, generally accrue beginning on the effective date on which GCF commences trading in the relevant SMA. In general, an SMA advised by GCF will pay a management fee to GCF 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 may be payable monthly or payable in advance. Should an SMA client terminate an advisory arrangement, fees will generally be charged until the mutually agreed upon termination date. Advisory arrangements are generally terminated by providing written notice to GCF. If fees were paid in advance, in the event of a withdrawal, the client would receive a pro rata rebate of the allocable portion of the fee not earned by GCF during the period. GCF expects to receive a fee from GPIM for its investment advisory services based on a cost-plus formula. Performance Fees As set forth under “Item 6 – Performance-Based Fees and Side-By-Side Management – Performance-Based Fees,” GCF generally charges SMA clients a performance or incentive fee constituting a percentage of profits or gains in addition to the management fees mentioned above. GCF may in the future charge unregistered funds (“Private Funds”) performance or incentive fees constituting a percentage of profits or gains in addition to the management fees mentioned above. Additional Fees GCF and its affiliates expect in the future to receive fees, commissions, remuneration, or profits made in some transactions involving affiliated entities in addition to any management and performance fees. For more information on transactions involving affiliated entities, please see “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.” Expenses Expenses charged to and borne by an SMA will generally include management fees, all costs and expenses related to the SMA’s portfolio investments and all other costs and expenses agreed to between the client and GCF, such as indemnification expenses. Costs and expenses typically borne by an SMA relating to its portfolio investments include: brokerage commissions and other trading execution and settlement related costs and fees; custody fees; interest incurred on borrowings, if any; and dividends paid on securities sold short. Costs and expenses borne by more than one GCF client are allocated in accordance with GCF’s policies and procedures in effect from time to time. GCF’s allocation methodologies seek to allocate expenses in a manner that generally reflects each GCF client’s relative consumption of resources, relative allocation of benefits and/or other equitable considerations that may be appropriate under the circumstances; however, the allocation of expenses involves subjective determinations, which involve conflicts of interest. For example, in some instances expenses may be allocated pro rata among GCF clients participating in an investment (e.g., based on cash/capital available for investment, net assets or other methodology determined by GCF to be appropriate), but in other instances expenses may be allocated on a non-pro rata basis. Moreover, allocations of expenses typically rely on then-available information, estimates and assumptions, which GCF believes are reasonable and appropriate, but may be imprecise and subject to subsequent modification. While GCF believes that its allocation methodology is reasonable, other allocation methodologies exist that yield different results. In the event an expense is attributable to multiple GCF clients, GCF’s expense allocation process includes making an initial allocation of such expense among all relevant accounts prior to determining whether any such GCF clients are restricted or prohibited from bearing the expense (e.g., due to expense caps or restrictions in relevant documentation). If GCF determines that one or more GCF clients are restricted or prohibited from bearing the expense, GCF generally will determine to bear the portion of the expense that was initially allocated to such accounts and to then allocate the remainder of such expense as appropriate to other GCF clients that do not have such restrictions or prohibitions. The bearing of costs and expenses by certain GCF clients as described in this section will directly or indirectly benefit GCF, other clients of GCF or clients of its affiliated advisers that do not bear such costs and expenses, particularly those that later invest in the same or similar assets, sectors, and/or issuers as the GCF clients bearing such costs and expenses. For example, in managing the accounts of certain other clients, GCF from time-to- time will take into account relevant information obtained by service providers previously paid for by certain GCF clients. These service providers include, among others, valuation agents (e.g., for pricing support of a related issuer or security) and certain legal and accounting expenses (e.g., documents serving as precedent for a future similar situation). In addition, GCF from time to time provides information acquired or derived from these service providers to other clients for various reasons without seeking compensation for such information. GCF clients that initially bear such expenses are not expected to be later reimbursed by clients who benefit from such expenses. Guggenheim Securities, LLC (“Guggenheim Securities”) or Guggenheim Funds Distributors, LLC (“GFD”), affiliates of GCF, will receive a placement fee from GCF with respect to investors who are introduced to particular Private Funds by Guggenheim Securities and/or GFD, respectively, as well as additional payments, including reimbursement for specific expenses incurred in providing its placement agent services. In certain instances, GCF may also pay similar placement fees to unaffiliated entities. Some of GCF’s employees (and others who act in the capacity of a consultant or advisor), as well as GPIM employees, from time to time also are employed, or engaged in an operating capacity by, or serve as a director for, one or more portfolio companies or entities in which GCF or GPIM has invested on behalf of its advisory clients. The services provided by such persons in such capacity are separate and apart from GCF’s investment advisory services to its advisory clients. Such persons have received, and may in the future receive, cash compensation, stock options and/or restricted stock as well as other compensation in their capacity as directors or employees of a portfolio company. Any such amounts (including, without limitation, salaries, additional investment rights and similar cash and non-cash compensation and incentives) received, directly or indirectly, by such persons in respect of such portfolio companies will not reduce the management fee otherwise payable by advisory clients to GCF and will be borne by the portfolio companies. Therefore, such amounts will indirectly be borne by the advisory clients as applicable invested in the portfolio company and not by GCF. Further, conflicts of interest arise between the duties owed (if any) by such persons to such portfolio companies and to GCF’s advisory clients, particularly where there is a divergence of interests between GCF advisory clients who are equity holders and/or debt holders of a portfolio company and such other of the portfolio company’s equity holders or debt holders, including but not limited to other GCF or GPIM advisory clients. GCF seeks to ensure that such conflicts of interest are appropriately resolved taking into consideration all of the circumstances in a given situation. To the extent permitted by law in the applicable jurisdiction, appropriate resolution has included and may in the future include, without limitation, one or more of the following measures: (a) a waiver of fiduciary duties owed to the portfolio company; (b) an agreement that such persons may only consider the interest of GCF advisory clients; (c) an agreement that such persons need not present investment opportunities to the portfolio company; (d) disclosure of the conflict to the board of the portfolio company; and/or (e) recusal from conflicted votes or decisions regarding the portfolio company. please register to get more info

Performance-Based Fees For certain clients, GCF may charge a performance or incentive fee or allocation constituting a percentage of profits or gains, generally subject to a benchmark (such as an equity or bond index) or a threshold return (such as a fixed percentage rate). Performance-based compensation arrangements are structured in accordance with the requirements of Rule 205-3 under the Investment Advisers Act of 1940, as amended (“Advisers Act”), to the extent Rule 205-3 applies. Performance-based fee arrangements vary among clients and investment strategies. As GCF advises accounts that generally invest in assets that lack a readily available market value, investors generally pay a management fee based on the investor’s capital commitment to the account and, where applicable, a performance-based fee that applies once the investor has received a return of its contributed capital and a specific minimum return. In addition, some accounts are subject to a performance-based fee that is paid only after a specified return on invested capital has been achieved (a “hurdle”). Other clients in the future may be subject to a performance- based fee that is not subject to a hurdle, or a performance-based fee that is subject to a high water mark under which the agreed-upon portion of profits or gains for a period are only paid if any previous losses in prior periods have been recouped. To the extent that GCF manages client accounts that pay performance-based fees and client accounts that pay only management fees, or performance-based fees that are calculated in a different manner, such activity creates a conflict of interest. Performance-based compensation arrangements reward GCF for positive performance, and thus create an incentive for GCF to recommend investments that are riskier or more speculative than those that would be recommended under a different compensation arrangement. Such performance-based compensation arrangements also create an incentive to favor accounts that pay higher fees over other accounts in the allocation of investment opportunities. For instance, a portfolio manager will face a conflict of interest when allocating scarce investment opportunities, which creates an incentive to allocate opportunities to client accounts that pay performance-based fees as opposed to client accounts that pay smaller or no performance- based fees. These conflicts of interest are mitigated by GCF’s allocation and best execution procedures, which are designed to ensure GCF acts in the best interests of its clients in accordance with its fiduciary duties. Valuation As noted above, GCF’s fees are often based on the value and performance of the assets held in the client account. When pricing a security, GCF attempts, in good faith and in accordance with applicable laws, to determine the fair value of the security or other assets. Unless otherwise agreed to with a client, GCF generally relies on prices provided by a broker-dealer, third-party pricing service, or GPIM for valuation purposes. However, when quotations from these sources are not readily available or are believed by GCF to be unreliable, the security or other assets will be valued by GCF in accordance with applicable valuation policies and procedures. GCF values securities and assets in client accounts according to its valuation policies. In certain circumstances, GCF will value an identical asset differently than other affiliated subsidiaries of Guggenheim Partners value the asset, including because such other entities have information regarding valuation techniques and models or other information that they do not share with GCF. This is particularly the case in respect of difficult-to-value assets. Where appropriate, GCF will value an identical asset differently in different client accounts, for example because different client accounts are subject to different valuation guidelines pursuant to their respective governing agreements or different third-party vendors perform valuation functions for the client accounts. In certain cases, GCF faces conflicts with respect to such valuations because they affect GCF’s compensation. To the extent GCF’s fees are based on the value or performance of client accounts, GCF would benefit by receiving a fee based on the impact, if any, of an increased value of assets in an account. In addition, certain GCF investment personnel are involved in monitoring GPIM’s valuation services to GCF. In order to mitigate the conflicts of interest related to valuation, GCF maintains a Valuation Policy to monitor GCF’s valuation determinations in accordance with its fiduciary duties. In measuring clients’ assets for the calculation of performance-based compensation, GCF generally includes realized and unrealized capital gains and losses for purposes of such calculations. GCF has entered into a services agreement with GPIM, pursuant to which GPIM and its affiliates provide to GCF certain valuation services. Side-By-Side Management Certain portfolio managers employed by GCF or its affiliates manage multiple SMA and Private Fund advisory clients of GCF and its affiliates, according to the same or similar investment strategies and seek to make or sell investments in the same securities, instruments, sectors or strategies. This side-by-side management of multiple accounts creates conflicts, particularly in circumstances where the availability or liquidity of investment opportunities is limited. Certain investments (such as commercial mortgage loans, products structured for insurance company investment requirements, private equity, hedge funds, venture capital and/or other equity interests) will be offered to some but not all clients when appropriately within client investment guidelines, including unaffiliated and affiliated insurance companies (as described in “Item 10 – Other Financial Industry Activities and Affiliations – Other Potential Conflicts and Material Relationships with Affiliated Entities”). GCF faces conflicts of interest because GCF has an incentive to favor particular accounts over others that are less lucrative in the allocation of investments (e.g., because such accounts have the same or similar investment strategies or otherwise compete for investment opportunities, have potentially conflicting investment strategies or investments, or have differing ability to engage in short sales and economically similar transactions). These conflicts arise when, for example, GCF allocates investment opportunities that GCF believes could more likely result in favorable performance, engages in cross trades, or executes conflicting or competing investments. Additionally, certain client accounts are owned, directly or indirectly, by entities or persons that hold a direct or indirect interest in GCF, including executives of GCF or its affiliates (“Relevant Executives”). Due to such relationship, GCF personnel have an incentive to favor such client accounts, including with respect to the allocation of investment opportunities. To mitigate this conflict, GCF follows the independent allocation process discussed below under the heading “Allocation.” In addition, in certain situations, GCF’s actions for one client account affect other client accounts, and GCF’s actions for one or more client accounts affect, or are affected by, actions of GCF affiliates or related persons who hold interests in a particular portfolio company, either directly or through a GCF managed account. For additional information about these situations, please see respectively, “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Conflicts Resulting from Investment Management Activities” and “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Participation or Interest in Client Transactions.” To address these conflicts, GCF’s policies and procedures require that investment decisions for client accounts advised by GCF or its affiliates be made independently from those of other client accounts and with specific reference to the individual needs and objectives of each client account, without consideration of GCF’s or its employees’ or affiliates’ pecuniary or investment interests. In particular, under GCF’s policies and procedures, investment opportunities are allocated in a manner that GCF believes is consistent with its obligations as an investment adviser. GCF’s policies and procedures relating to allocation of investment opportunities are described further in the “Allocation” section below. For additional information relating to GCF’s general processes to mitigate potential conflicts of interest, see “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – General Process Regarding Potential Conflicts.” GCF is subject to these and/or other similar policies and procedures that are consistent with GCF’s obligations as an investment adviser and that address circumstances that are unique to GCF’s business. Accordingly, certain client accounts will receive an allocation in a given transaction when other client accounts do not. Where such differences in allocations occur, account investments and performance will differ from client to client. Allocation At this time GCF, does not expect to source any investment opportunities directly. GCF expects that GPIM will refer certain investment opportunities to GCF for consideration only to the extent that any excess capacity remains after GPIM has offered such opportunities to its clients; however, GPIM will have no obligation to do so. Therefore, any investment opportunities available to GCF clients are expected to have been initially sourced by GPIM for its own clients (including by personnel who are employed by both GCF and GPIM). GCF may in the future offer Private Corporate Debt investment opportunities sourced by GCF first to GPIM (for offer to certain existing GPIM clients, subject to GPIM’s internal policies and procedures), prior to making such opportunities available to other GCF clients. GCF advises clients with similar investment strategies, which will be subject to the allocation process described below. GCF has adopted policies and procedures that govern the allocation of investment opportunities among clients in a fair and equitable manner, taking into account the needs and investment objectives of the clients as well as prevailing market conditions. In certain circumstances, if an investment opportunity would be appropriate for more than one client, GCF will be required to choose among those clients in allocating the opportunity, or to allocate less of the opportunity to a client than it would ideally allocate if it did not have to allocate to multiple clients. In addition, GCF will often determine that an investment opportunity is appropriate for a particular account, but not for another. There can be no assurance that a particular investment opportunity will be allocated in any particular manner. In order to minimize execution costs for clients, trades in the same security transacted on behalf of more than one client of GCF and/or GPIM may be aggregated (i.e., blocked or bunched), subject to the aggregation being in the best interests of the participating clients and the firm’s obligation to seek best execution. In particular, GCF expects that trades will be aggregated between GCF clients and GPIM’s clients, unless GCF believes that doing so would conflict or otherwise be inconsistent with its duty to seek best execution for the clients and/or the terms of the respective investment advisory contracts and other agreements and understandings relating to the clients for which trades are being aggregated. When GCF believes that it can effectively obtain best execution for the clients by aggregating trades, it will do so for all clients participating in the trade for which aggregated trades are consistent with the respective investment advisory contracts, investment guidelines, and other agreements and understandings relating to the clients. In the event trades are aggregated, GCF has procedures in place that seek to: (i) treat all participating GCF and GPIM client accounts fairly; (ii) continue to seek best execution; and (iii) ensure that clients who participate in an aggregated order will participate at the same price, net of transaction costs. When a trade is to be executed for a single GCF client and the trade is not in the best interests of other GCF or GPIM clients at the time of the transaction, then the trade will be executed only for that client. Other instances in which client orders will not be aggregated between GCF clients or between GCF and GPIM clients include, but are not limited to, the following:
• Traders and/or portfolio managers determine that the aggregation is not appropriate due to market conditions;
• Portfolio managers effect the transactions through an approved client-requested directed-brokerage arrangement (i.e., the same security/investment with different brokers), making aggregation unfeasible; or
• A client directs a purchase or sale transaction not in the best interests of other clients at the time of the transaction. In the event trades are aggregated on behalf of GCF and GPIM clients, the aggregated transactions will be allocated in a manner consistent with the allocation process described above. Aggregated transactions will be allocated among participating GCF client accounts after taking into consideration the specific objectives and constraints for each account, which could include, but are not limited to, the following: risk tolerance; rating constraints; maturity constraints; issue size; yield; purchase price; existing exposure of the investment vehicle; minimum trade allocation; minimum position holding size; sector allocation limits; duration; convexity; strategy; lot size; market conditions; and investment guideline considerations. In addition, GCF may consider the strategies, liquidity requirements, investment phase of the account (i.e., ramping-up or taking gains/losses for tax purposes) and cash available in each account when making an allocation decision. In certain situations in which an investment opportunity would be appropriate for one or more of GCF’s clients, it may be necessary or appropriate for GCF to obtain prior written consent from each client to place the investment in the client’s account. If GCF is unable to obtain prior written client consent, GCF generally will allocate the investment opportunity only to the client(s) from whom GCF is able to obtain prior written client consent provided in a timely manner. The investments generally will be allocated to those clients that provide timely approval in accordance with their investment guidelines, available cash, and other factors provided herein. The processes described herein for allocating investment opportunities and aggregating trades among GCF clients, as well as among GCF and GPIM clients, apply to opportunities to invest as well as opportunities to sell existing investments. Discretionary v. Non-Discretionary Accounts GCF provides non-discretionary investment advisory services where GCF advises client accounts on purchasing, selling, holding, valuing, or exercising rights with respect to particular investments, but does not have discretion to execute purchases or sales, including with respect to the size of such purchases or sales, on behalf of the client accounts, including as between commonly owned accounts, without the specific instruction of the client, in accordance with and subject to the terms of the client investment management agreement. GCF may in the future provide such non-discretionary investment advisory services to an account whose investors also receive discretionary investment advisory services from GCF, either because the investors are invested in multiple accounts or because a single account has multiple sleeves that grant GCF different levels of discretion. In addition, GCF provides non-discretionary investment advisory services to accounts whose investors also receive discretionary investment advisory services from GPIM, and vice versa. GCF may, from- time to-time, advise with respect to the same or similar securities in discretionary and non-discretionary client accounts, and in some cases the same investor may have an interest in such securities through both discretionary and non-discretionary client accounts. There may be timing differences related to the transmission of advice to non-discretionary client accounts for consideration and a determination of whether to act on the advice. As a result, GCF may execute trades in investments for discretionary client accounts in advance of GCF communicating with non-discretionary client accounts about those investments. please register to get more info

GCF provides investment advisory services to SMAs and may provide in the future investment sub-advisory services to its affiliate, GPIM, in connection with one or more GPIM client accounts. GCF personnel also serve as portfolio managers of one or more GPIM client accounts. GCF may in the future provide investment advisory services to multiple additional SMAs and Private Funds. GCF’s SMA clients and Private Fund investors may 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. GCF may in the future serve as asset or collateral manager for CLOs, and may serve in such capacity for other non-registered structured products. For SMA clients, GCF generally requires a minimum account size of $100 million, subject to reduction in GCF’s discretion. Private Fund clients are expected to have separate suitability and other requirements, and minimum investment amounts, as set forth in the applicable Private Fund’s offering and subscription documentation. please register to get more info

Investing in securities and other instruments involves risk of loss that clients should be prepared to bear. GCF expects to use charting, fundamental analysis, and technical analysis to formulate client investment opportunities. GCF also expects to use the services of third-party market service data providers. GCF manages client assets using a variety of disciplines depending on the investment objectives and guidelines applicable to its clients. Each type of security is subject to different risks. GCF’s primary investment strategy is to invest in Private Corporate Debt. This strategy seeks to invest directly or indirectly in (i) privately negotiated debt investments (primarily secured loans) but also including bonds and other debt instruments, along with associated warrants and miscellaneous preferred equity or subordinated debt securities and other equity security investments and (ii) certain privately negotiated equity investments (such investments, “Private Corporate Debt”). This strategy targets private debt and equity instruments in a variety of transactions, including leveraged buyouts, refinancings, recapitalizations, acquisitions and later-stage growth financings. Investors bear the risk of loss that GCF’s investment strategies entail. Certain risks are associated with certain investment strategies. Investors should carefully read all applicable informational materials and any account or strategy-specific risk factor disclosures for further information about the risks associated with their investment. While GCF seeks to manage accounts so that risks are appropriate to the return potential for the strategy, it is often not possible or desirable to fully mitigate risks. Any investment includes the risk of loss, and there can be no guarantee that a particular level of return or objective will be achieved. please register to get more info

GCF does not have any reportable disciplinary events. please register to get more info

GCF is an indirect subsidiary of Guggenheim Partners, which is a global, diversified financial services firm. Guggenheim Partners and its affiliates (including GCF) and their respective officers, directors, partners, employees, and consultants (collectively, “Guggenheim Entities”), provide their clients with a broad array of investment management, insurance, broker-dealer, investment banking, and other services. GCF also has filed an application for registration as a broker-dealer with FINRA. Affiliated Broker-Dealers Guggenheim Securities, Guggenheim Investor Services, LLC (“GIS”) and GFD are affiliates of GCF that are registered broker-dealers (Guggenheim Securities, GIS and GFD together, the “Affiliated Broker-Dealers”). Guggenheim Securities also periodically acts as underwriter, initial purchaser, placement agent, financial advisor, arranger and/or structuring advisor with respect to a securities offering or loan and will generally receive a fee from the securities issuer or seller or from the loan borrower, as applicable. Guggenheim Securities from time to time also provides investment banking, financial advisory or similar services to issuers, borrowers or other transaction participants in the transaction to which the loan or security relates (such as acquisition financing in a transaction in which Guggenheim Securities represented the buyer or seller). In addition, Guggenheim Securities Credit Partners, LLC (“GSCP”), an affiliate of Guggenheim Securities, from time to time provides bridge or other financing to potential borrowers, or provides arranging, structuring, administrative agent or similar services to potential borrowers, and will generally receive a fee from the loan borrower for such services. GCF may be offered and may purchase, or recommend purchase of, investment opportunities for its clients in transactions for which its affiliates, Guggenheim Securities or GSCP, are involved, and would have an incentive to purchase such investments where such affiliate will receive a fee. Some transactions, depending on the nature of the transaction and the involvement of such affiliate or related entity, are considered Principal Transactions under Section 206(3) of the Advisers Act or require client consent under the relevant client’s investment guidelines or sub-advisory agreement, as applicable. The fees received by Guggenheim Securities or GSCP from the securities issuer or seller or the loan borrower, as applicable, with respect to the transactions described above are in addition to management fees and, where applicable, performance-based compensation received by GCF in respect of the client accounts to which GCF allocates the investments. GCF maintains processes to mitigate such potential conflicts of interest — See “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – General Process Regarding Potential Conflicts” for more information. Guggenheim Securities and/or GFD also provides certain administrative, operations, and infrastructure services to GCF. GCF is also affiliated with other broker-dealers, none of which are material to GCF’s business. Registered Investment Advisers GCF is affiliated with GPIM, an investment adviser registered with the SEC. GCF may enter into a sub- advisory arrangement with GPIM, under which GCF will provide investment advice to GPIM and members of GCF’s investment personnel will serve as senior advisers to one or more of GPIM’s investment committees. Under such an arrangement, GCF personnel would also serve as portfolio managers of one or more GPIM client accounts. GPIM provides certain investment sourcing, investment research and analysis, asset valuation, and related services to GCF with respect to Private Corporate Debt investments. GCF is affiliated with other investment advisers, both registered and unregistered. These affiliate advisers are not material to GCF’s business. From time to time, GCF’s affiliates will sponsor and/or manage investment funds or other client accounts that compete directly or indirectly with the investment program of GCF’s clients and/or make investments with funds sponsored or managed by third-party advisers that reduce capacity otherwise available to GCF’s clients in such entities. Management Persons; Policies and Procedures Certain of GCF’s management persons also hold positions with the affiliates listed above and in this “Item 10 – Other Financial Industry Activities and Affiliations” section. In certain of these positions, those management persons of GCF have some responsibility with respect to the business of these affiliates and the overall compensation these management persons receive is often based, in part, upon the profitability of other parts of Guggenheim Partners. Consequently, in carrying out their roles at GCF and these other entities, these management persons are subject to the same or similar conflicts of interest that exist between GCF and these affiliates. GCF has established a variety of restrictions, policies, procedures, and disclosures designed to address conflicts that arise between GCF, its management persons and its affiliates. These policies and procedures include policies and procedures relating to brokerage selection, trading with affiliates or investing in products managed or sponsored by affiliates; and allocation and trade sequencing policies applicable to client accounts. For additional information relating to GCF’s general processes to mitigate conflicts of interest, see “Item 6 – Performance-Based Fees and Side-By-Side Management – Allocation” and “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – General Process Regarding Potential Conflicts.” Other Potential Conflicts and Material Relationships with Affiliated Entities GCF may make investments for some client accounts that result in commissions, fees, or other remuneration paid to GCF or one of its affiliates, such as (a) GPIM, (b) Guggenheim Securities (and its affiliates), (c) Guggenheim Credit Services, LLC (d) Guggenheim Partners Europe Limited, an Investment Business Firm under Regulation 11 of European Communities, Markets in Financial Instruments Directive, and (e) Guggenheim Loan Services Company, LLC. Such investments may include (i) investments that GCF or one of its affiliates originated, arranged or placed, (ii) investments in which a GCF affiliate provided investment banking, financial advisory or similar services to a party involved in the transaction to which the investment relates (such as acquisition financing in a transaction in which a GCF affiliate represented the buyer or seller), (iii) investments where GCF or its affiliates provided other services to a transaction participant or other third party, (iv) investments where GCF or one of its affiliates acts as the collateral agent, administrator, administrative agent, originator, manager, or other service provider, and (v) investments that are secured or otherwise backed by collateral that could include assets originated, sold or financed by GCF or its affiliates, investment funds or pools managed by GCF or its affiliates or assets or obligations managed by GCF or its affiliates. As permitted under applicable law and in client agreements, GCF and its affiliates generally retain any commissions, fees, or other remuneration, arising from the investments described above. Except as required, such commissions, fees, or other remuneration generally does not reduce the management or other fees GCF receives from its advisory clients, though in certain circumstances, GCF will waive all or part of any fees it or its affiliates receive in affiliated or related party transactions for some, but not all, of its clients pursuant to an agreement or other arrangement with each such client. Commissions, fees, or other remuneration payable to GCF or its affiliates in these transactions present a conflict in that GCF has an incentive to purchase such investments to earn, or facilitate its affiliates’ ability to earn, such additional fees or compensation. GCF seeks to mitigate this conflict of interest (a) by evaluating the transaction to determine if it appears to be a favorable investment for the participating accounts irrespective of such fees and relative to other non-related investment opportunities, (b) by allocating opportunities to invest in such transactions in accordance with GCF’s allocation policy, as described in “Item 6 – Performance-Based Fees and Side-By-Side Management – Allocation” and (c) through the processes described in “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – General Process Regarding Potential Conflicts.” To the extent permitted by any applicable agreements, GCF may in certain circumstances invest client assets in mutual funds, closed-end funds, private investment funds, and/or exchange-traded funds, including those advised or sub-advised by GCF or a GCF affiliate (including GPIM). A client holding such interests generally will be subject to two fees for the management of these assets, one to GCF and one to the adviser of the underlying fund, which, as noted, may be a GCF affiliate. In other circumstances, GCF may make investments for clients in limited partnerships or similar vehicles. Certain of these vehicles are managed by affiliates of GCF that will be compensated for such management services. GCF or its affiliates may also receive annual management or administrative fees for certain asset or collateral management services provided to certain investment products (the “Structured Vehicles”) in which client assets may be invested. These fees are generally based on either the market value or par value of the underlying collateral, depending upon the structure of the relevant Structured Vehicle. Where necessary or appropriate for the transactions described above, as provided by the relevant client investment guidelines, applicable agreements or governing fund documents (as applicable), or under Section 206(3) of the Advisers Act, GCF will disclose to its clients the nature of such transactions prior to the completion of such transaction and will obtain the clients’ consent. In the case of some client accounts, an independent client party or committee will review and provide any requested or required consent for those transactions. GCF expects that GPIM will refer certain investment opportunities to GCF for consideration to the extent that any excess capacity remains after GPIM has offered such opportunities to its clients; however, GPIM will have no obligation to do so. Therefore, any investment opportunities available to GCF clients are expected to have been initially sourced by GPIM for its own clients (including by personnel who are employed by both GCF and GPIM). For more information regarding potential conflicts of interest including participation or interest in client transactions, refer to “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.” Some officers and directors of Guggenheim Capital and its subsidiaries, other than GCF personnel, (“Guggenheim Related Persons”), have economic interests or voting interests in companies, including insurance companies, which are advisory clients of GCF or GPIM. GCF expects to invest on behalf of other clients in issuers in which these companies or Guggenheim Related Persons have direct and/or indirect interests, which in certain cases are likely to include a controlling or significant beneficial interest. These companies and other GCF clients may invest in securities at different levels of the capital structure of the same issuer, in some cases at the same time and in other cases at different times. For more information about potential conflicts of interest related to these relationships and investments in different levels of the capital structure, see “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Participation or Interest in Client Transactions.” Certain advisory or other clients in which Guggenheim Related Persons have interests have provided, and from time to time may provide, significant loans and other financing to GCF and its affiliates, both directly and indirectly. Other clients have economic or voting interests, which in certain cases are likely to be controlling or otherwise material interests, in issuers in which GCF will invest on behalf of its clients or to which GCF will provide financing on behalf of its clients. These conflicts and potential conflicts are addressed and mitigated as described below. In addition, one or more Relevant Executives have direct or indirect economic interests in companies that are advisory clients of GCF. For further information, see “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Participation or Interest in Client Transactions”. The above relationships pose conflicts of interest in transactions that involve both affiliated company advisory clients and other advisory clients, because GCF has an incentive to favor affiliated clients. These incentives are more pronounced where GCF has multiple relationships with the affiliated client. Such conflicts are directly and purposefully mitigated by GCF’s designed allocation policies and procedures with respect to the allocation of investment opportunities, all more fully described in “Item 6 – Performance-Based Fees and Side-By-Side Management,” which provide that such investment opportunities must be allocated in a fair and equitable manner. Guggenheim Related Persons and Relevant Executives are not permitted to influence final allocation decisions. Additionally, Guggenheim Related Persons are not involved in the GCF investment process. For more information regarding GCF’s process for mitigating potential conflicts, see “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – General Process Regarding Potential Conflicts.” please register to get more info

Trading Code of Ethics and Personal Trading GCF has adopted a Code of Ethics (“Code”) and Insider Trading Policy to comply with Rule 204A-1 under the Advisers Act. The Code includes procedures and limitations that govern the business conduct and personal securities trading of persons associated with GCF. The Code is based upon the principle that GCF’s employees owe a fiduciary duty to clients to conduct their affairs, including their personal securities transactions and private investments, in a manner intended to avoid: (i) serving their own personal interests ahead of clients; (ii) taking inappropriate advantage of their position with the firm; and (iii) any actual or potential conflicts of interest or any abuse of their position of responsibility. Clients may obtain a copy of the Code by contacting [email protected]. Additionally, all personnel are subject to policies and procedures regarding confidential and proprietary information, information barriers, private investments, personal loans, outside business activities and political contributions.

Subject to the provisions of the Code described above, GCF and its related persons may from time to time buy or sell, for their own accounts, the same securities they buy or sell for, or recommend to, GCF clients. Such trading is performed independently of the trading activities in client accounts. Related persons may also make investments for their own accounts in securities that are not offered or available to GCF’s clients. GCF and its personnel are not permitted to trade in securities with respect to which any of them obtains material non-public information (“MNPI”), including information obtained from public companies which are clients of GCF or such affiliates. GCF and its personnel may also be restricted from trading in securities with respect to which personnel of certain investment advisory affiliates, such as GPIM, obtain MNPI. If GCF or certain investment advisory affiliates receive MNPI about certain issuers, such issuers will be placed on the restricted list. The restricted list is a list of issuers the securities of which GCF, certain investment advisory affiliates and their respective employees are restricted from trading. For example, securities will be added to the list in the following circumstances:  Where there is a concentration of ownership in a security and GCF’s clients already own a substantial portion of the publicly held outstanding shares;  When GCF comes into possession of MNPI about a public company, such as business plans, earnings projections, or merger and acquisition plans;  When GCF enters into a contractual agreement with the company not to trade in the company’s securities for a period of time; or  When the CCO determines that pre-clearance of trading in a security is required or desirable as an internal control to ensure continued compliance with applicable law and regulation. With limited and specific exceptions, the securities of issuers on the restricted list may not be traded in GCF client or employee personal accounts. Client accounts may be forced to deviate from their stated objectives because an issuer is restricted. Specifically, the restricted list generally prohibits GCF from buying or selling the issuer’s or an affiliate’s securities in client accounts. If an issuer’s securities are in a client account and subsequently that issuer’s securities are placed on the restricted list, absent an exception, GCF will not trade that issuer’s securities in the client’s account until those securities are removed from the restricted list. Clients will bear the risk of loss during the period any such securities are on the restricted list. Accordingly, the placement of issuers’ securities on the restricted list has the potential to affect GCF’s exercise of discretion over and the performance of client accounts.

Participation or Interest in Client Transactions GCF, from time to time, on behalf of clients, may initiate or recommend transactions in the securities of companies in which GCF’s affiliates have controlling or other material direct or indirect interests or are affiliated. In addition, in some circumstances, GCF on behalf of its clients may invest in or provide financing to issuers or borrowers, or otherwise participate in transactions, in which the issuer, borrower or another transaction party (such as a placement agent or arranger) is, or is a subsidiary or affiliate of or otherwise related to, (a) another GCF client, or (b) a related company or other company in which related persons of GCF, or officers or employees of GCF, have investment, financial or other interests, or relationships (including but not limited to directorships or equivalent roles). Additional conflicts arise to the extent GCF invests client assets in parts of an issuer’s or borrower’s capital structure when GCF affiliates or related persons invest in different parts of the same issuer’s or borrower’s (or its affiliate’s) capital structure (including but not limited to investments in public versus private securities, investments in debt versus equity, or investments in senior versus subordinated debt), or where the same or similar instruments in a given issuer or borrower held by GCF’s clients and GCF’s affiliates or related persons have different rights or benefits. The following conflicts often arise in such situations: (i) GCF has an incentive to consider the interests of its affiliates or related persons, including any potential adverse effects on its affiliates or related persons, when deciding whether or not to enforce rights on behalf of its clients, (ii) GCF has an incentive to invest GCF client funds in the issuer or borrower to either facilitate or obtain preferable terms for a proposed investment by a GCF affiliate or related person in such issuer or borrower, or (iii) GCF has an incentive to preserve or protect the value or rights associated with an existing economic interest of a GCF affiliate or related person in the issuer or borrower, which may have an adverse effect on the interests of GCF clients. The financial interests of GCF’s affiliates or related persons in issuers and borrowers create a potential conflict between the economic interests of these affiliates or related persons and the interests of GCF’s clients. In addition, to the extent a prospective issuer or borrower (or one of its affiliates) is a GCF advisory client, or a GCF advisory client is a lender or financing provider to GCF or its affiliates, a potential conflict exists, as GCF has an incentive to favor the interests of those clients relative to those of its other clients. However, as discussed below in “General Process Regarding Potential Conflicts,” GCF has developed procedures to address potential conflicts of interest involving such transactions. GCF or its affiliates or related persons, or their respective officers, directors or employees, including portfolio managers or senior managers of GCF (together, “Related Personnel”), also have direct or indirect proprietary or personal investments in and/or have financial or other relationships (including but not limited to directorships or equivalents roles) with certain GCF or GPIM clients or other investment vehicles (including current or expected future vehicles managed by GPIM or other GCF affiliates) that create potential conflicts of interest. For example, a conflict could exist to the extent that portfolio managers or senior GCF personnel, or investment vehicles in which they participate, have direct or indirect personal investments in certain clients, or when certain client accounts are investment options in GCF’s employee benefit and/or deferred compensation plans. Investment vehicles in which Related Personnel have an interest also receive loans or other funding from GCF clients. Where such participations or interests in client accounts exist, they create an incentive for GCF to favor these clients over other advisory clients. Conflicts of interest between GCF or its related persons and GCF clients with respect to the situations described above are identified and appropriately managed by GCF compliance personnel designated to review transactions in which conflicts of interest may exist, as described under “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – General Process Regarding Potential Conflicts.” Appropriate management may include but is not limited to obtaining specific client consent for the applicable transaction both as required by applicable law and regulation, including for principal transactions subject to Section 206(3) of the Advisers Act, or as required by client investment guidelines, IMAs or governing fund documents, or where otherwise determined necessary or appropriate. GCF’s allocation policies and procedures with respect to the allocation of investment opportunities, more fully described in “Item 6 – Performance-Based Fees and Side-By-Side Management,” are intended to mitigate conflicts by providing that such investment opportunities are monitored and are allocated fairly and equitably in a manner consistent with GCF’s applicable policies and procedures. For additional information regarding GCF’s process for mitigating potential conflicts, see “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – General Process Regarding Potential Conflicts.” Cross Transactions, Including Principal Cross Transactions GCF from time to time may engage in cross transactions between client accounts in which one client will purchase securities or other financial instruments held by another client, only so long as the transaction is in the best interests of both clients and GCF, or an affiliate, does not receive any compensation in addition to its management fee in connection with the transaction. Cross trades present an inherent conflict of interest because GCF represents the interests of both the selling account and the buying account in the same transaction, and GCF would, in certain circumstances, have an incentive to treat one counterparty to the cross trade more favorably than the other party. Additionally, the price of a security bought or sold through a cross trade is not certain to be as favorable as it might have been had the trade been executed in the open market, and any benefits of a cross trade will not necessarily be equally distributed among participating clients. GCF has policies and procedures to mitigate these potential conflicts of interest and help ensure that internal cross transactions are in the best interests of, and appropriate for, all clients involved and the transactions are consistent with GCF’s obligation to seek best execution. GCF will seek to effect cross transactions at a price that is fair to the clients involved. This generally will be the last traded price, a price obtained from an independent third-party source, such as a pricing service, or the average price obtained from three independent dealers, when available and reliable in accordance with GCF’s valuation policies and procedures. GCF will typically attempt to identify potential dealers by consulting available databases and utilizing dealer communication tools (e.g., Bloomberg message function), to search for potential dealers from whom GCF can obtain a price for the security to be cross-traded. GCF may also contact other dealers with whom GCF has traded in the past, or who are known to be active in the particular industry sector of the asset in question. There are circumstances when three independent offers and bids are not available or reliable, or the last traded price is believed not to reflect the market. The quantity and source of any independent quotes from unaffiliated dealers will vary depending on, among other things, market conditions, the dealer’s familiarity with the asset class, the type of asset class, and various characteristics of a security (e.g., liquidity, rating, new issuances). Further, GCF evaluates quotes to consider whether any such bid and/or ask is reflective of the security’s value, and whether any such bid and/or ask should be deemed unreliable or an outlier and, therefore excluded as not reflective of an accurate price for the security. In such circumstances, GCF can use one or two independent bids and/or offers. However, there are still instances where no reliable quotes are available. The illiquid nature of the market for leveraged loans and securities that are not publicly traded and that trade infrequently (such as private debt investments, asset-backed securities, mortgage-backed securities, other structured finance securities and certain corporate bonds) will often mean that GCF cannot readily locate dealers willing to provide a quote for such securities and loans, or such a quote is unreliable. If no quotes are available or reliable, GCF will proactively solicit dealer bids, or effect a cross trade at a price determined using other methods outlined in its security pricing policy and appropriate for the transaction or instrument in question, such as pricing vendors or valuation models. On rare occasions, GCF or an affiliate will be in possession of restricted information about an asset to be cross- traded that is not reflected in the market-based price for the asset. In accordance with its effort to effect cross trades at prices that are fair to both buyers and sellers, GCF will take the restricted information into account when determining a cross trade price. As a result, the cross trade price may be different from the market-based price. The method by which GCF determines this price will depend on the facts of each case. GCF will not charge a mark-up/mark-down for cross trades. From time to time, cross trades will be effected in which one or both sides of the cross trade is an affiliate of GCF, or in which a GCF affiliate charges a mark- up or commission for securities or other financial instruments GCF purchases from such affiliate or another affiliate. GCF has developed policies and procedures addressing principal transactions, cross transactions, including those with affiliates, and agency cross transactions. In particular, where necessary or appropriate, GCF discloses to its clients the nature of the transaction prior to the completion of such transaction and obtains the clients’ consent. See “General Process Regarding Potential Conflicts” below for more information regarding GCF’s general processes to mitigate such potential conflicts of interest. Investment Banking Activities GCF believes that the nature and range of investment banking clients and other customers to whom our affiliate broker-dealer, Guggenheim Securities, renders investment banking, financial advisory and other services is such that it would be inadvisable to exclude such clients or customers from a GCF client’s portfolio. Accordingly, unless a client advises us to the contrary, it is possible that such account’s holdings will include the securities or other financial instruments of corporations or other entities for whom Guggenheim Securities performs investment banking and other services, including but not limited to financial advisory or financing services. Moreover, GCF clients’ portfolios will sometimes include the securities of companies in which Guggenheim Securities makes a market. Guggenheim Securities and GCF are separated by an information barrier, which generally mitigates any impact of Guggenheim Securities investment banking activities on GCF’s trading and investment activities in securities or other financial instruments. At times, federal securities laws will prevent GCF from entering into or recommending certain types of transactions in the securities or other financial instruments of companies for which Guggenheim Securities, as an affiliated broker-dealer, is performing investment banking or other services. Conflicts Resulting from Investment Management Activities GCF is an indirect subsidiary of Guggenheim Partners, which is a global, diversified financial services firm. Guggenheim Partners and its direct and indirect subsidiaries (collectively the “Guggenheim Entities”) provide their clients with a broad array of investment management, insurance, broker-dealer, investment banking, and other similar services which create potential and actual conflicts of interest, including, for example, the situations described below. Some Guggenheim Entities manage long and short portfolios. The simultaneous management of long and short portfolios creates potential conflicts of interest in portfolio management and trading in that opposite directional positions from time to time have been, and may in the future be, taken in client accounts managed by the same investment team, which creates potential risks such as (i) the risk that short sale activity could adversely affect the market value of long positions in one or more portfolios (and vice versa) and (ii) the risks associated with the trading desk receiving opposing orders in the same security simultaneously. GCF has adopted policies and procedures that are reasonably designed to mitigate these potential conflicts. The Guggenheim Entities invest on behalf of themselves in securities and other instruments that would be appropriate for, be held by, or fall within the investment guidelines of GCF’s clients. The Guggenheim Entities give advice or take action for their own accounts that may differ from, potentially conflict with or be adverse to advice given or action taken for any of their clients or GCF’s clients. Potential conflicts also arise because certain securities or instruments are held in some client accounts but not held in others, because various client accounts have different levels of holdings in certain securities or instruments, and because various client accounts pay different levels of fees. GCF personnel sometimes will also give advice or take action with respect to the investments of one client account, and not give the same advice or take the same action with respect to other client accounts with similar investment guidelines, objectives, and strategies. Accordingly, client accounts with similar strategies may not hold the same securities or instruments or achieve the same performance. GCF also expects to advise client accounts with conflicting guidelines, objectives or strategies. For further detail, see “Item 6 – Performance- Based Fees and Side-By-Side Management.” Different clients of GCF and its affiliated advisers are likely from time to time to invest, pursuant to one transaction or in a series of transactions over time, in different parts of an issuer’s or borrower’s capital structure (including but not limited to investments in public versus private securities, investments in debt versus equity, or investments in senior versus subordinated debt), depending on the respective client’s investment objectives and policies. As a result, GCF expects, and expects its affiliated advisers, at times to seek to satisfy their respective fiduciary obligations to their respective clients owning one type or class of investment in a particular issuer or borrower by pursuing or enforcing rights on behalf of those clients, and those activities will likely have an adverse effect on another client, which owns a different, including more senior or junior, investment in the same issuer or borrower. For example, if one client holds debt securities of an issuer and another client holds equity securities of the same issuer, if the issuer experiences financial or operational challenges, GCF (or an affiliated adviser) may seek a liquidation of the issuer on behalf of the client that holds the debt securities, whereas the client holding the equity securities may benefit from a reorganization of the issuer. Thus, the actions taken on behalf of one client by either GCF or an affiliate adviser may negatively impact investments held by another GCF client. Any of the foregoing activities can adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more client accounts. GCF may also from time to time enter into arrangements with, or establish certain collective investment vehicles for, certain clients, including affiliated and unaffiliated insurance companies, pursuant to which GCF agrees to share a portion of the fees, commissions, remuneration, or profits otherwise retained by GCF and its affiliates in certain transactions. For more information on transactions involving affiliated entities, including related insurance companies, please see “Item 10 – Other Financial Industry Activities and Affiliations – Other Potential Conflicts and Material Relationships with Affiliated Entities.” The foregoing arrangement may, depending on the circumstances, result in an incentive for GCF to favor or disfavor clients participating in these arrangement or vehicles relative to other advisory clients. GCF’s allocation policies and procedures with respect to the allocation of investment opportunities, more fully described in “Item 6 – Performance-Based Fees and Side-By-Side Management,” are intended to mitigate potential conflicts by providing that such investment opportunities are monitored and are allocated fairly and equitably consistent with GCF’s policies and procedures. As noted above, GPIM and certain GPIM personnel also provide services to, or as employees of, GCF. Personnel who perform such services face conflicts of interest. For example, in certain circumstances such personnel will receive a greater portion of their compensation for services provided to (or on behalf of) GPIM than for services to (or on behalf of) GCF, creating an incentive for such personnel to favor services provided to GPIM and/or its clients. GCF has adopted policies and procedures designed mitigate these conflicts. Finally, GCF has potential conflicts in allocating its time and services among its clients. GCF devotes as much time to each client as it deems appropriate to perform its duties in accordance with each client’s applicable agreement. General Process Regarding Potential Conflicts The transactions described above involve potential conflicts of interest between GCF or its related persons and GCF clients. The Advisers Act, the Investment Company Act of 1940, as amended and the Employee Retirement Income Security Act of 1974 impose certain requirements designed to decrease the possibility of conflicts of interest between an investment adviser and its clients. In some cases, transactions may be permitted subject to fulfillment of certain conditions. Certain other transactions may be prohibited. In addition, GCF has instituted policies and procedures designed to identify and mitigate potential conflicts of interest to the extent they arise in particular transactions and to ensure that GCF effects such transactions in a manner that is consistent with its fiduciary obligations and in accordance with applicable law. GCF seeks to ensure that potential or actual conflicts of interest are appropriately resolved, taking into consideration the best interest of all clients involved. Appropriate resolution will depend on the nature of the transaction and the conflict of interest, but may include, without limitation, (a) general disclosure in this brochure, or in advisory or sub-advisory agreements for the relevant clients, or in specific client notifications, or (b) specific client consent for the applicable transaction both as required by applicable law and regulation — including for principal transactions subject to Section 206(3) of the Advisers Act or as required by client investment guidelines or advisory or sub-advisory agreements, or where otherwise determined necessary or appropriate. Certain GCF compliance personnel have been designated to review transactions in which conflicts of interest may exist, including those described above, to ensure compliance with applicable GCF policies and legal or regulatory requirements. please register to get more info

Counterparty/Broker Selection In selecting a counterparty/broker-dealer to execute trades on behalf of clients, GCF seeks to obtain “best execution” for client transactions (i.e., the most favorable price and execution). In seeking best execution, GCF is not obligated to choose the counterparty offering the lowest available commission rate if, in GCF’s reasonable judgment; (i) there is material risk that the overall cost to purchase securities will be higher or the proceeds from the sale of securities will be lower; (ii) a higher commission is justified by the trading or research services provided by the counterparty that fall within the safe harbor of Section 28(e) of the Securities Exchange Act of 1934, as amended; or (iii) other considerations, such as the order size, the time required for execution, the depth and breadth of the market for the security, minimum credit quality considerations to transact business with a particular counterparty, or the quality of the counterparty’s operations dictate utilizing a different counterparty. Counterparty/Brokerage Approval Policy and Procedures GCF will adopt a Counterparty Approval Policy pursuant to which it maintains an Approved Counterparty List. The Approved Counterparty List sets out counterparties/broker-dealers approved by GCF that advisory personnel may use to execute client transactions. Transactions may only be executed with counterparties/broker-dealers on the Approved Counterparties List unless an exception is granted by an authorized person under the Counterparty Approval Policy. Initially and on an ongoing basis, GCF consults a variety of information relating to a counterparty/broker-dealer, including regulatory reports and financial information, in connection with adding and maintaining a counterparty to the Approved Counterparty List. Generally, counterparties on the Approved Counterparty List must, in GCF’s opinion, have financial stability and a positive reputation in the industry. GCF may execute client transactions through Guggenheim Securities, in which case GCF is required to seek best execution for its clients. More information regarding GCF’s relationship with affiliated broker-dealers is in “Item 10 – Other Financial Industry Activities and Affiliations – Affiliated Broker Dealers.” Soft Dollar Policy GCF does not participate in soft dollar arrangements. Directed Brokerage GCF does not participate in directed brokerage. Client Referrals GCF does not direct trades to brokers on the basis of client referrals or solicitations made by such brokers. GCF may execute client transactions through affiliated broker-dealers which solicit clients for GCF. GCF will direct execution to such brokers subject to best execution and proper disclosure to clients. Wrap Fee Program GCF does not participate in or sponsor a wrap fee program. Aggregation Policy In order to minimize execution costs and obtain best execution for clients, trades in the same security transacted on behalf of more than one GCF client may be aggregated. Aggregation practices are described in “Item 6 – Performance-Based Fees and Side-By-Side Management.” please register to get more info

Reviews Client accounts will be periodically reviewed by a combination of designated investment professionals, risk management, operations and investment committees. GCF will provide performance reports at the request of any client. SMA clients generally receive quarterly performance and holdings reports and monthly holdings and transaction reports directly from the client’s custodian. GCF has internet access to most statements through the custodian’s website. Generally no less than monthly, GCF reconciles its record of the client positions to the statements received from the custodian. GCF also provides performance reports at the request of the client. Any Private Funds managed by GCF generally would have an independent trustee or a qualified custodian that would provide to GCF a monthly or quarterly account statement that contains holdings details, transaction details and measures of the underlying characteristics of the Private Fund’s portfolio against its respective indenture requirements (if applicable). Private Fund investors generally have access to periodic and annual reports as specified in the relevant Private Fund documentation. All such reports are in writing and may be delivered by electronic means. please register to get more info

GCF from time to time may enter into arrangements with both affiliated and unaffiliated third-party solicitors, including Affiliated Broker-Dealers, to refer prospective advisory clients to GCF. These arrangements would be structured to comply with Rule 206(4)-3 under the Advisers Act. Such solicitor’s compensation would be based on a percentage of the management fees, performance-based compensation, or a combination of both, earned by GCF from the referred client. In the case of Affiliated Broker-Dealers, referred clients would receive disclosure about the affiliation between GCF and such Affiliated Broker-Dealer. The response to Item 10 above provides information regarding (i) GCF’s and its affiliates’ receipt and retention of fees and other compensation for origination, structuring, arranging, placement and other services provided in relation to transactions in which GCF invests client assets, (ii) investments by GCF of client assets in limited partnerships or similar vehicles holding assets that are managed by GCF or its affiliates and for which GCF or such affiliates receive management, administrative or other fees or compensation in addition to account-level management fees payable to GCF, and (iii) GCF’s receipt of management fees services provided to structured vehicles. please register to get more info

Unless otherwise agreed to in writing, GCF generally shall not have or maintain custody and/or physical control of assets in any custodial accounts, within the meaning of Rule 206(4)-2 of the Advisers Act (the “Custody Rule”). GCF shall not be deemed to have or maintain custody and/or physical control of assets in any custodial accounts by virtue of GCF’s contractual authority to direct a custodian to make payments and deliveries of assets in any custodial accounts or accept payments and deliveries of cash and other assets of third parties for clients in connection with investments and transactions effected by GCF for a client in accordance with any agreement. Such payments and deliveries may include transfers and/or deliveries of assets as well as receipt of third-party assets as collateral security in connection investments or transactions effected by GCF for a client and deemed appropriate or necessary pursuant to GCF’s duties under any applicable agreement. Clients are urged to review account statements received directly from their custodian or trustee on a monthly or quarterly basis and to compare these statements to any statements received from GCF or an affiliate. Notwithstanding the foregoing, GCF may be deemed to have custody of client assets where GCF or an affiliate acts as agent in certain loan syndication arrangements. In any circumstances where GCF may be deemed to have custody of client assets, GCF seeks to comply with the Custody Rule. When analyzing the Custody Rule, GCF follows the guidance issued by the SEC staff, including FAQs and no action letters. please register to get more info

GCF generally has investment discretion over its client accounts; provided, however, that GCF does not expect to control any investment decisions made in connection with the services provided by GCF to GPIM under the sub-advisory agreement described herein, subject to certain limited exceptions. please register to get more info

GCF generally is responsible for voting proxies with respect to securities held in client accounts for which it has discretionary investment authority. Where GCF has been delegated the responsibility of voting proxies, it will take reasonable steps under the circumstances to ensure that proxies are received and voted in accordance with its fiduciary obligations to its clients and in the best long-term interests of its clients in a manner consistent with the client’s investment objectives. This generally means voting proxies with a view to enhancing the value of the securities held in client accounts, considering all relevant factors and without undue influence from individuals or groups who may have an economic interest in the outcome of the proxy vote. GCF’s authority is initially established by its advisory contracts with the client or comparable documents. Clients, however, may change their proxy voting direction at any time. In voting proxies, GCF will follow procedures that are designed to identify conflicts of interest that could arise between GCF and its clients. Any material conflicts of interest between GCF and its clients with respect to proxy voting are resolved in the best interests of the clients. GCF may refrain from voting where it believes abstaining would be in the best interests of its clients. Clients may obtain a copy of GCF’s proxy voting policy and information about how GCF voted proxies on their behalf by contacting their GCF administrative representative. please register to get more info

GCF does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, and thus has not included a balance sheet for its most recent fiscal year. GCF is not subject to any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its clients. Additionally, GCF has not been the subject of a bankruptcy proceeding. please register to get more info