Related Party Agreements and Transactions | Related Party Agreements and Transactions The Company has entered into agreements with Guggenheim whereby the Company agrees to (i) receive expense support payments, (ii) reimburse certain expenses of, and to pay for, administrative, expense support, organization and offerings costs incurred by Guggenheim on the Companys behalf and (iii) pay DSS Fees payments to GFD, an affiliate of Guggenheim. The memberships of the Companys Board of Trustees (the Companys Board or the Board of Trustees) and the Master Funds Board are identical and consequently the Company and the Master Fund are related parties. All of the Companys executive officers also serve as executive officers of the Master Fund. One of the Companys executive officers, Brian Binder, Senior Vice President, serves as an executive officer of Guggenheim. Administrative Services Agreement The Company is party to an administrative services agreement with Guggenheim (the Administrative Services Agreement) whereby Guggenheim, serving as the administrator (the Administrator), has agreed to provide administrative services, including office facilities and equipment and clerical, bookkeeping and record-keeping services. More specifically, the Administrator performs and oversees the Companys required administrative services, which include financial and corporate record-keeping, preparing and disseminating the Companys reports to its shareholders and filing reports with the SEC. In addition, the Administrator assists in determining net asset value, overseeing the preparation and filing of tax returns, overseeing the payment of expenses and distributions and overseeing the performance of administrative and professional services rendered by others. For providing these services, facilities and personnel, the Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administrative Services Agreement. The Administrative Services Agreement may be terminated at any time, without the payment of any penalty: (i) by the Company upon 60 days written notice to Guggenheim upon the vote of the Companys independent trustees or (ii) by Guggenheim upon not less than 120 days written notice to the Company. Unless earlier terminated, the Administrative Services Agreement will remain in effect for two years, and thereafter shall continue automatically for successive one-year periods if approved annually by a majority of the Board of Trustees and the Master Funds independent trustees. Dealer Manager Agreement The Company is party to a dealer manager agreement with GFD (the Dealer Manager Agreement). Under the terms of the Dealer Manager Agreement, GFD is to act on a best efforts basis as the exclusive dealer manager for (i) the administration of the Companys DSS Fee payments to selected dealers and (ii) the public offering of common shares for future feeder funds affiliated with the Master Fund. The Company, not the Master Fund, is responsible for the compensation of GFD pursuant to the terms of the Dealer Manager Agreement. GFD does not receive any compensation to manage the Companys DSS Fees program and it is not entitled to retain any of the DSS Fees payments. The Dealer Manager Agreement may be terminated by the Company or GFD upon 60 calendar days written notice to the other party. In the event that the Company or GFD terminates the Dealer Manager Agreement with respect to the Company, the Dealer Manager Agreement will continue with respect to any other feeder fund. Beginning in the fourth quarter of 2017 (the second calendar quarter after the close of the Companys Public Offering), the Company commenced quarterly payments of the DSS Fee at an annual rate of 0.90% 0.002466% 0.90% 9.12 10% Organization and Offering Expense Reimbursement Agreement Under the terms of the organization and offering expense reimbursement agreement, the Company is not obligated to reimburse Guggenheim for any unreimbursed offering expenses after the close of the Companys Public Offering on April 28, 2017. Expense Support and Conditional Reimbursement Agreement The Expense Support Agreement will automatically terminate if (i) the Master Fund terminates the Investment Advisory Agreement with Guggenheim or (ii) the Companys Board of Trustees makes a determination to dissolve or liquidate the Company. The Board of Trustees approval of a Liquidation Plan on March 30, 2021 is deemed a liquidity event and therefore, the Expense Support Agreement is deemed terminated. Upon termination of the Expense Support Agreement, Guggenheim is required to fund any amounts accrued thereunder as of the date of termination. Similarly, the conditional obligation of the Company to reimburse Guggenheim pursuant to the terms of the Expense Support Agreement shall survive the termination of the Expense Support Agreement. Pursuant to the Expense Support Agreement, the Company has a conditional obligation to reimburse Guggenheim for any amounts funded by Guggenheim under this arrangement during any month occurring within three years of the date on which Guggenheim funded such amount, the sum of the Companys estimated investment company taxable income and net capital gains exceeds the ordinary cash distributions paid by the Company to its shareholders; provided, however, that (i) the Company will only reimburse Guggenheim for expense payments made by Guggenheim to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause other operating expenses (as defined below) (on an annualized basis and net of any expense support reimbursement payments received by the Company during such fiscal year) to exceed the lesser of (A) 1.75% As of the Board of Trustees approval of the Liquidation Plan, the total amount of expense support received from Guggenheim that is still eligible for reimbursement is $ 1.5 Summary of Related Party Transactions The following table presents the related party fees, expenses and transactions for the three and six months ended June 30, 2023 and June 30, 2022; related party transactions between the Company and the Master Fund in connection with Common Shares purchases, sales and distributions are disclosed elsewhere in the financial statements ($ in thousands): Schedule of related party transactions Three Months Ended June 30, Six Months Ended June 30, Related Party (1) Source Agreement & Description 2023 2022 2023 2022 Related Party Expenses: Guggenheim Administrative Services Agreement - expense reimbursement $ 11 $ 33 $ 21 $ 61 (1) Not included in the table above is the Companys change in Due to Dealer Manager which represents the payable balances associated with the DSS Fee. For a breakdown of the Companys Due to Dealer Manager balance see Managements Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies. Indemnification The Administrative Services Agreement provides certain indemnification to Guggenheim, its directors, officers, persons associated with Guggenheim and its affiliates. In addition, the Companys Declaration of Trust, as amended, provides certain indemnifications to its officers, trustees, agents and certain other persons. The Dealer Manager Agreement provides for certain indemnifications from the Company (with respect to the primary offering of its Common Shares) to GFD, any selected dealers and their respective officers, directors, employees, members, affiliates, agents, representatives and, if any, each person who controls such person or entity within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Such indemnifications are subject to certain limitations as provided for in the Companys Declaration of Trust and the North American Securities Administrators Association Guidelines and are considered customary by management. As of June 30, 2023, management believes that the risk of incurring any losses for such indemnification is remote. |