UBS SECURITIES LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of August 2, 2012, is by and between UBS Securities LLC (“UBS,” or “we”) and the party named on the signature page hereto (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU with respect to such
Master Custodian AgreementMaster Custodian Agreement • August 15th, 2024 • Ares Dynamic Credit Allocation Fund, Inc.
This Agreement is made as of November 30, 2012 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
SUB-PLACEMENT AGENT AGREEMENT Ares Management Capital Markets LLCSub-Placement Agent Agreement • September 3rd, 2024 • Ares Dynamic Credit Allocation Fund, Inc.
From time to time Ares Management Capital Markets LLC (the “Distributor,” “we” or “us”) will act as manager of registered at-the-market offerings by Ares Dynamic Credit Allocation Fund, Inc., a Maryland corporation (the “Fund”), of up to $150 million of shares (the “Shares”) of common stock, $0.001 par value per share, of the Fund (the “Common Shares”). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through the Distributor, as sales agent, the Shares (the “Distribution Agreement”).
UBS Securities LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of May 23, 2012, is by and between UBS Securities LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
ARES DYNAMIC CREDIT ALLOCATION FUND, INC. [·] Shares of Common Stock Par Value $0.001 Per Share FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
Ares Dynamic Credit Allocation Fund, Inc., a corporation organized and existing under and by virtue of the laws of the State of Maryland (the “Fund”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (collectively with any underwriter substituted as provided in Section 8 hereof, the “Underwriters”) an aggregate of [·] shares of common stock (the “Firm Shares”), par value $0.001 per share (the “Common Shares”), of the Fund. In addition, solely for the purpose of covering over-allotments, the Fund proposes to grant to the Underwriters the option to purchase from the Fund up to an additional [·] Common Shares (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is defined below. UBS Securities LLC, [·] and [·] (the “Managing Representatives”) will act as managing representatives for the Underwriters in connection with the iss
AMENDMENT NO. 11 TO CREDIT AGREEMENTCredit Agreement • August 15th, 2024 • Ares Dynamic Credit Allocation Fund, Inc.
CREDIT AGREEMENT, dated as of January 3, 2013 by and among Ares Dynamic Credit Allocation Fund, Inc., a Maryland corporation (the “Borrower”), the Banks (as hereinafter defined) party hereto from time to time, and STATE STREET BANK AND TRUST COMPANY, as agent for the Banks (in such capacity, the “Agent”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of November [•], 2012, between Barclays Capital Inc. (“Barclays”) and Ares Capital Management II LLC (the “Investment Manager”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated November [·], 2012 (the “Underwriting Agreement”), by and among Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Company”) and each of the several Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s common stock (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 15th, 2024 • Ares Dynamic Credit Allocation Fund, Inc. • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 30th day of November, 2012, by and between Ares Dynamic Credit Allocation Fund, Inc., a Maryland corporation (the “Fund”), and Seth J. Brufsky (“Indemnitee”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This agreement is between Ares Capital Management II LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 15th, 2024 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is entered into as of November 30, 2012 (the “Effective Date”), by and between Ares Management LLC ( “Licensor”) and Ares Dynamic Credit Allocation Fund, Inc., a corporation organized under the laws of the State of Maryland (the “Fund”) (each a “party,” and collectively, the “parties”).
INVESTOR SUPPORT SERVICES AGREEMENTInvestor Support Services Agreement • August 15th, 2024 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This Agreement is made as of November 30, 2012, by and among Ares Dynamic Credit Allocation Fund, Inc., a Maryland corporation (the “Fund”) and Destra Capital Investments LLC, a Delaware limited liability company (“Destra”).
ADMINISTRATION AGREEMENTAdministration Agreement • August 15th, 2024 • Ares Dynamic Credit Allocation Fund, Inc. • Massachusetts
This Administration Agreement (“Agreement”) dated and effective as of November 30, 2012 is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Ares Dynamic Credit Allocation Fund, Inc., a Maryland corporation (the “Fund”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
Reference is made to the Underwriting Agreement, dated November [·], 2012 (the “Underwriting Agreement”), by and among Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Investment Adviser”) and each of the Underwriters named in Schedule A thereto (the “Underwriters”), severally, with respect to the issue and sale of shares of the Fund’s common stock, par value $0.001 per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN ARES DYNAMIC CREDIT ALLOCATION FUND, INC. AND ARES CAPITAL MANAGEMENT II LLCInvestment Advisory and Management Agreement • August 15th, 2024 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This Investment Advisory and Management Agreement (the “Agreement”) is entered into as of November 28, 2012, by and between ARES DYNAMIC CREDIT ALLOCATION FUND, INC. (the “Fund”), a corporation duly organized and existing under the laws of the State of Maryland, and ARES CAPITAL MANAGEMENT II LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Adviser”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated November [·], 2012 (the “Underwriting Agreement”), by and among Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Adviser”) and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • August 15th, 2024 • Ares Dynamic Credit Allocation Fund, Inc.
This Transfer Agency and Service Agreement (“Agreement”) is dated and effective as of November 30, 2012, by and between State Street Bank and Trust Company, a Massachusetts trust company (“State Street” or the “Transfer Agent”), and Ares Dynamic Credit Allocation Fund, Inc., a Maryland corporation (the “Fund”).
FORM OF ADMINISTRATION AGREEMENTAdministration Agreement • October 26th, 2012 • Ares Dynamic Credit Allocation Fund, Inc.
This Administration Agreement (“Agreement”) dated and effective as of [ ], 2012 is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Ares Dynamic Credit Allocation Fund, Inc., a Maryland corporation (the “Fund”).
STRUCTURING FEE AGREEMENT November [·], 2012Structuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”), by and among Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Investment Manager”) and each of the underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s shares of common stock, par value $0.001 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of November [·], 2012, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Ares Capital Management II LLC (the “Investment Adviser”).
October 9, 2012Subscription Agreement • October 26th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
FORM OF TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • October 26th, 2012 • Ares Dynamic Credit Allocation Fund, Inc.
This Transfer Agency and Service Agreement (“Agreement”) is dated and effective as of [ ], 2012, by and between State Street Bank and Trust Company, a Massachusetts trust company (“State Street” or the “Transfer Agent”), and Ares Dynamic Credit Allocation Fund, Inc., a Maryland corporation (the “Fund”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This agreement (the “Agreement”) is between Ares Capital Management II LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement, dated as of November [·], 2012, by and among the Fund, the Company, UBS and the other underwriters party thereto.
ARES DYNAMIC CREDIT ALLOCATION FUND, INC. EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • June 11th, 2015 • Ares Dynamic Credit Allocation Fund, Inc. • New York
AGREEMENT, dated May 28, 2015, by and between Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”), a Maryland corporation, and Ares Capital Management II LLC (the “Adviser”), a Delaware limited liability company (this “Agreement”).
AMENDMENT TO INVESTOR SUPPORT SERVICES AGREEMENTInvestor Support Services Agreement • August 15th, 2024 • Ares Dynamic Credit Allocation Fund, Inc.
This Amendment to Investor Support Services Agreement, dated as of this 1st day of January, 2020 (this “Amendment”), to that certain Investor Support Services Agreement, dated as of November 30, 2012 (as amended by this Amendment and as hereafter amended, restated or otherwise modified, the “Agreement”), is entered into by and between Ares Dynamic Credit Allocation Fund, Inc, a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and organized as a Maryland Corporation (the “Fund”), and Destra Capital Investments LLC, a Delaware limited liability company (the “Destra”). Capitalized terms used herein and not defined shall have the meanings set forth in the Agreement.
DISTRIBUTION AGREEMENTDistribution Agreement • September 3rd, 2024 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This DISTRIBUTION AGREEMENT (this “Agreement”) made as of September 3, 2024 by and between Ares Dynamic Credit Allocation Fund, Inc., a Maryland corporation (the “Fund”), and Ares Management Capital Markets LLC, a Delaware limited liability company (the “Distributor”).
