MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • September 24th, 2012 • Babson Capital Global Short Duration High Yield Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of May 8, 2012, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or “we”) and the party named on the signature page hereof (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 hav
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • September 24th, 2012 • Babson Capital Global Short Duration High Yield Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of , 2011, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (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).
BABSON CAPITAL GLOBAL SHORT DURATION HIGH YIELD FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST October 17, 2012Agreement and Declaration of Trust • October 25th, 2012 • Babson Capital Global Short Duration High Yield Fund • Massachusetts
This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made this 17th day of October, 2012, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided.
BABSON CAPITAL GLOBAL SHORT DURATION HIGH YIELD FUND Common Shares of Beneficial Interest (Par Value $.00001 per Share) UNDERWRITING AGREEMENT [DATE OF EXECUTION]Underwriting Agreement • September 24th, 2012 • Babson Capital Global Short Duration High Yield Fund • New York
Babson Capital Global Short Duration High Yield Fund, a Massachusetts business trust (the “Fund”), the Fund’s manager, Babson Capital Management LLC, a Delaware limited liability company (the “Manager”) and its investment subadviser, Babson Capital Global Advisors Limited, a private limited company incorporated under the laws of England and Wales (the “Subadviser” and together with the Manager, the “Advisers”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [NAME OF OTHER LISTED UNDERWRITERS] (“[ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, [ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE] are acting as representatives (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Fund and t
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 25th, 2012 • Babson Capital Global Short Duration High Yield Fund • New York
Reference is made to the Underwriting Agreement dated October [25], 2012 (the “Underwriting Agreement”), by and among Babson Capital Global Short Duration High Yield Fund (the “Fund”), Babson Capital Management LLC (the “Manager”), Babson Capital Global Advisors Limited and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.0001 (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.
AGREEMENT WITH RESPECT TO FIDELITY BONDFidelity Bond Agreement • April 8th, 2016 • Babson Capital Global Short Duration High Yield Fund
WHEREAS, Babson Capital Corporate Investors ("MCI"), Babson Capital Participation Investors ("MPV") and Babson Capital Global Short Duration High Yield Fund ("BGH") (MCI, MPV and BGH referred to collectively as the "Investment Companies") are each management investment companies registered as such under the Investment Company Act of 1940 (the "Act") and are each managed by Babson Capital Management LLC; and
CUSTODY AGREEMENTCustody Agreement • October 25th, 2012 • Babson Capital Global Short Duration High Yield Fund • Minnesota
THIS AGREEMENT is made and entered into this day of October, 2012, by and between BABSON CAPITAL GLOBAL SHORT DURATION HIGH YIELD FUND, a Massachusetts business trust (the “Fund”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • October 25th, 2012 • Babson Capital Global Short Duration High Yield Fund • Massachusetts
THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of October , 2012 (the “Agreement”), by and between BABSON CAPITAL GLOBAL SHORT DURATION HIGH YIELD FUND, a Massachusetts business trust (the “Fund”) and BABSON CAPITAL MANAGEMENT LLC (the “Manager”), a Delaware limited liability corporation.
MASTER SERVICES AGREEMENT BABSON CAPITAL GLOBAL SHORT DURATION HIGH YIELD FUNDMaster Services Agreement • October 25th, 2012 • Babson Capital Global Short Duration High Yield Fund • Wisconsin
THIS AGREEMENT is made and entered into as of this day of October, 2012, by and among BABSON CAPITAL GLOBAL SHORT DURATION YIELD FUND, a Massachusetts business trust (the “Fund”), TS CAPITAL, LLC and its affiliated entities, including TS Capital Distributors (collectively referred to herein as “TSC”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 25th, 2012 • Babson Capital Global Short Duration High Yield Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of October , 2012, by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Babson Capital Management LLC (the “Manager”).
DISTRIBUTION AGREEMENTDistribution Agreement • September 24th, 2012 • Babson Capital Global Short Duration High Yield Fund • New York
THIS AGREEMENT is made, as of July 11, 2012 (the “Effective Date”), by and among ABAX Brokerage Services LLC (“ABAX”) and Babson Capital Management LLC (the “Adviser”), relating to certain services to be provided by ABAX to the Adviser with respect to a proposed closed-end investment company to be registered and currently referred to as Babson Capital Global Short Duration High Yield Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 25th, 2012 • Babson Capital Global Short Duration High Yield Fund • New York
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”), by and among Babson Capital Global Short Duration High Yield Fund (the “Fund”), Babson Capital Management LLC (the “Manager”) and each of the underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.00001 (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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 25th, 2012 • Babson Capital Global Short Duration High Yield Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of October [30], 2012, between Janney Montgomery Scott LLC (“Janney”) and Babson Capital Management LLC (the “Manager”).
Re: Amendment to the Distribution Agreement dated July 11, 2012Distribution Agreement • September 24th, 2012 • Babson Capital Global Short Duration High Yield Fund
This amendment dated September 13, 2012 (the “Amendment”) to the DISTRIBUTION AGREEMENT dated July 11, 2012 (the “Agreement”) by and amongst ABAX Brokerage Services LLC (“ABAX”) and Babson Capital Management LLC (the “Adviser”), is made to reflect the name change of ABAX and to revise the language in Section 7 of the Agreement describing the character of the compensation to be paid. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Agreement.
AGREEMENT WITH RESPECT TO FIDELITY BONDAgreement With Respect to Fidelity Bond • July 30th, 2021 • Barings Global Short Duration High Yield Fund
WHEREAS, Barings Corporate Investors (“MCI”), Barings Participation Investors (“MPV”) and Barings Global Short Duration High Yield Fund (“BGH”) (MCI, MPV and BGH referred to collectively as the “Investment Companies”) are each management investment companies registered as such under the Investment Company Act of 1940 (the "Act") and are each managed by Barings LLC; and
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 25th, 2012 • Babson Capital Global Short Duration High Yield Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of October [30], 2012, between Oppenheimer & Co. Inc. (“Oppenheimer”) and Babson Capital Management LLC (the “Manager”).
ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENTOrganizational and Offering Expenses Reimbursement Agreement • September 24th, 2012 • Babson Capital Global Short Duration High Yield Fund
AGREEMENT made this day of October, 2012, by and between BABSON CAPITAL GLOBAL SHORT DURATION HIGH YIELD FUND, a Massachusetts business trust (the “Fund”), and BABSON CAPITAL MANAGEMENT LLC, a Delaware limited partnership (the “Manager”).
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • September 24th, 2012 • Babson Capital Global Short Duration High Yield Fund • Massachusetts
THIS SUB-ADVISORY AGREEMENT, dated as of October , 2012 (the “Agreement”), by and between BABSON CAPITAL MANAGEMENT LLC, a Delaware limited liability corporation (the “Manager”) and BABSON CAPITAL GLOBAL ADVISORS LIMITED, a private limited company incorporated under the laws of England (the “Sub-Adviser”).
AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • October 25th, 2012 • Babson Capital Global Short Duration High Yield Fund • New York
THIS AMENDED AND RESTATED AGREEMENT is made as of October 24, 2012 (the “Effective Date”) by and among TSC Distributors, LLC (“TSC Distributors”) and Babson Capital Management LLC (the “Adviser”), relating to certain services to be provided by TSC Distributors to the Adviser with respect to a proposed closed-end investment company to be registered and currently referred to as Babson Capital Global Short Duration High Yield Fund (the “Fund”).
BABSON CAPITAL GLOBAL SHORT DURATION HIGH YIELD FUND Subscription AgreementSubscription Agreement • September 24th, 2012 • Babson Capital Global Short Duration High Yield Fund
This Subscription Agreement made as of September , 2012, by and between Babson Capital Global Short Duration High Yield Fund, a Massachusetts business trust (the “Fund”), and Babson Capital Management LLC (the “Subscriber”).
