UBS SECURITIES LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGSMaster Agreement Among Underwriters • June 24th, 2013 • Guggenheim Credit Allocation Fund • 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
CUSTODY AGREEMENTCustody Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • New York
AGREEMENT, dated as of June 25, 2013 between Guggenheim Credit Allocation Fund, a fund organized and existing under the laws of the State of Delaware having its principal office and place of business at 2455 Corporate West Drive, Lisle, Illinois 60532 (the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at 101 Barclay 11E, New York, New York 10286 (“Custodian”).
Guggenheim Credit Allocation Fund Amended and Restated Agreement and Declaration of Trust Dated as of August 27, 2020Agreement and Declaration of Trust • August 9th, 2021 • Guggenheim Credit Allocation Fund • Delaware
Amended and Restated Agreement and Declaration of Trust made as of the 27th day of August, 2020, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • New York
WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;
UBS Securities LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • June 24th, 2013 • Guggenheim Credit Allocation Fund • 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).
Guggenheim Credit Allocation Fund _______ Common Shares of Beneficial Interest Par Value $0.01 Per Share FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2013 • Guggenheim Credit Allocation Fund • New York
Controlled Equity OfferingSM Sales AgreementSales Agreement • September 10th, 2019 • Guggenheim Credit Allocation Fund • New York
Guggenheim Credit Allocation Fund, a statutory trust organized under the laws of the State of Delaware (the “Fund”), and Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”), confirm their agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • Delaware
THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of June 25, 2013, among Guggenheim Credit Allocation Fund, a Delaware statutory trust (the “Trust”), Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Guggenheim Partners Investment Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • Delaware
THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of June 25, 2013, between Guggenheim Credit Allocation Fund, a Delaware statutory trust (the “Trust”), and Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 24th, 2013 • Guggenheim Credit Allocation Fund • New York
Reference is made to the Underwriting Agreement dated June __, 2013 (the “Underwriting Agreement”), by and among Guggenheim Credit Allocation Fund (the “Fund”), Guggenheim Funds Investment Advisors, LLC (the “Company”), Guggenheim Partners Investment Management, LLC 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, $0.01 par value 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.
FUND ADMINISTRATION AGREEMENTFund Administration Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • Delaware
AGREEMENT made as of this 13th day of May, 2013, by and between each closed-end registered investment company listed on Schedule A hereto (as amended from time to time), (each individually referred to below as a “Trust”) and Rydex Fund Services, LLC (“RFS” or the “Administrator”), a Maryland limited liability company having its principal place of business at 805 King Farm Boulevard, Rockville, MD 20850.
FUND ACCOUNTING AGREEMENTFund Accounting Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • Delaware
This AGREEMENT is made as of this 25th day of June, 2013, between Guggenheim Credit Allocation Fund (the “Trust”), a Delaware statutory trust having its principal place of business at 2455 Corporate West Drive, Lisle, Illinois 60532, and Rydex Fund Services, LLC (“RFS”), a Maryland limited liability company having its principal place of business at 805 King Farm Boulevard, Rockville, MD 20850.
Amended & Restated U.S. PB Agreementu.s. Pb Agreement • July 19th, 2019 • Guggenheim Credit Allocation Fund • New York
This Amended & Restated U.S. PB Agreement (including all terms, schedules, supplements and exhibits attached hereto, this "Agreement") is entered into between the customer specified below ("Customer") and BNP Paribas Securities Corp. ("BNPP PB") on behalf of itself and as agent for the BNPP Entities (as defined in the Account Agreement attached as Exhibit A hereto). Customer and BNPP PB previously entered into a U.S. PB Agreement dated as of March 3, 2014 (the "Prior PBA"). Customer and BNPP PB desire to amend and restate the Prior PBA. The Agreement sets forth the terms and conditions on which BNPP PB will transact business with Customer. Customer and BNPP PB, on behalf of itself and as agent for the BNPP Entities, have also entered into the Account Agreement.
Amended and Restated Committed Facility AgreementCommitted Facility Agreement • July 19th, 2019 • Guggenheim Credit Allocation Fund
BNP PARIBAS PRIME BROKERAGE INTERNATIONAL, LTD. ("BNPP PB") and GUGGENHEIM CREDIT ALLOCATION FUND ("Customer"), hereby enter into this Committed Facility Agreement (this "Agreement"), dated as of the date specified on the signature page.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund
THIS SUBSCRIPTION AGREEMENT is entered into as of the 17th day of May, 2013, between Guggenheim Credit Allocation Fund, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and Guggenheim Funds Distributors, LLC (the “Purchaser”).
AMENDMENT TO FUND ACCOUNTING AGREEMENTSFund Accounting Agreement • October 1st, 2020 • Guggenheim Credit Allocation Fund
This AMENDMENT (this “Amendment”) is made and entered into, as of this 27th day of August, 2020, by and between MUFG Investor Services (US), LLC (“MUIS”) and each of Fiduciary/Claymore Energy Infrastructure Fund (formerly, Fiduciary/Claymore MLP Opportunity Fund) (“FMO”); Guggenheim Taxable Municipal Managed Duration Trust (formerly, Guggenheim Build America Bonds Managed Duration Trust) (“GBAB”); Guggenheim Energy & Income Fund (“XGEIX”); Guggenheim Credit Allocation Fund (“GGM”); Guggenheim Strategic Opportunities Fund (“GOF”); and Guggenheim Enhanced Equity Income Fund (“GPM”) (each a “Trust” and collectively, the “Trusts”).
GUGGENHEIM CREDIT ALLOCATION FUND COMMON SHARES (PAR VALUE $0.01 PER SHARE) FIRST AMENDMENT TO CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT February 1, 2021Controlled Equity Offering Sales Agreement • February 2nd, 2021 • Guggenheim Credit Allocation Fund
THIS FIRST AMENDMENT (this “Amendment”) to the Sales Agreement (defined below) is entered into on and as of February 1, 2021, by and among Guggenheim Credit Allocation Fund, a statutory trust organized under the laws of the State of Delaware (the “Fund”), Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Cantor Fitzgerald & Co. (“CF&Co”, and together with the Fund and Adviser, the “Parties”). Capitalized terms used and not defined in this Amendment have the meanings ascribed thereto in the Sales Agreement.
SERVICE AGREEMENTService Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • New York
THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between Guggenheim Credit Allocation Fund, a Delaware statutory trust (“Client”) and Computershare Shareowner Services LLC, a New Jersey limited liability company (“Agent”), is dated as of June 28, 2013.
AMENDMENT AGREEMENT No. 1 TO THE COMMITTED FACILITY AGREEMENTCommitted Facility Agreement • August 17th, 2016 • Guggenheim Credit Allocation Fund • New York
AMENDMENT AGREEMENT (“Amendment”) dated as of December 22, 2015 to the Committed Facility Agreement, dated as of March 3, 2014 (as amended from time to time, the “Agreement”) between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) and Guggenheim Credit Allocation Fund (“Customer”).
SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO GUGGENHEIM CREDIT ALLOCATION FUNDService Agreement for Transfer Agent Services • June 24th, 2013 • Guggenheim Credit Allocation Fund • New York
THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between Guggenheim Credit Allocation Fund, a Delaware statutory trust (“Client”) and Computershare Shareowner Services LLC, a New Jersey limited liability company (“Agent”), is dated as of _____, 2013.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 24th, 2013 • Guggenheim Credit Allocation Fund • New York
Reference is made to the Underwriting Agreement dated June __, 2013 (the “Underwriting Agreement”), by and among Guggenheim Credit Allocation Fund (the “Fund”), Guggenheim Funds Investment Advisors, LLC (the “Investment Adviser”), Guggenheim Partners Investment Management, LLC, 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 $0.01 (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.
AMENDMENT TO FUND ACCOUNTING AGREEMENTFund Accounting Agreement • October 1st, 2020 • Guggenheim Credit Allocation Fund
This AMENDMENT (this “Amendment”) is made and entered into, as of this 27th day of July, 2016, by and between Rydex Fund Services, LLC (“RFS”) and Guggenheim Credit Allocation Fund (the “Trust”).
BNP PARIBASu.s. Pb Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • New York
This U.S. PB Agreement (including all terms, schedules, supplements and exhibits attached hereto, this “Agreement”) is entered into between the customer specified below (“Customer”) and BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) on behalf of itself and as agent for the BNPP Entities (as defined in the Account Agreement attached as Exhibit A hereto). The Agreement sets forth the terms and conditions on which BNPP PB, Inc. will transact business with Customer. Customer and BNPP PB, Inc., on behalf of itself and as agent for the BNPP Entities, have also entered into the Account Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 24th, 2013 • Guggenheim Credit Allocation Fund • New York
Reference is made to the Underwriting Agreement dated June __, 2013 (the “Underwriting Agreement”), by and among Guggenheim Credit Allocation Fund (the “Fund”), Guggenheim Funds Investment Advisors, LLC (the “Investment Manager”), Guggenheim Partners Investment Management, LLC 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 $0.01 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 24th, 2013 • Guggenheim Credit Allocation Fund • New York
This agreement is between Guggenheim Funds Investment Advisors, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to Guggenheim Credit Allocation Fund (the “Fund”).
AMENDMENT TO FUND ADMINISTRATION AGREEMENTFund Administration Agreement • October 1st, 2020 • Guggenheim Credit Allocation Fund
This AMENDMENT (this “Amendment”) is made and entered into, as of this 27th day of August, 2020, by and between MUFG Investor Services (US), LLC (“MUIS”) and each of Fiduciary/Claymore Energy Infrastructure Fund (formerly, Fiduciary/Claymore MLP Opportunity Fund) (“FMO”); Guggenheim Taxable Municipal Managed Duration Trust (formerly, Guggenheim Build America Bonds Managed Duration Trust) (“GBAB”); Guggenheim Energy & Income Fund (“XGEIX”); Guggenheim Credit Allocation Fund (“GGM”); Guggenheim Strategic Opportunities Fund (“GOF”); and Guggenheim Enhanced Equity Income Fund (“GPM”) (each a “Trust” and collectively, the “Trusts”).
AMENDMENT AGREEMENT No. 4 TO THE COMMITTED FACILITY AGREEMENTCommitted Facility Agreement • August 17th, 2016 • Guggenheim Credit Allocation Fund • New York
AMENDMENT AGREEMENT (“Amendment”) dated as of August 17, 2016 to the Committed Facility Agreement, dated as of March 3, 2014 (as amended from time to time, the “Agreement”) between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) and Guggenheim Credit Allocation Fund (“Customer”).
AMENDMENT AGREEMENT No. 3 TO THE COMMITTED FACILITY AGREEMENTCommitted Facility Agreement • August 17th, 2016 • Guggenheim Credit Allocation Fund • New York
AMENDMENT AGREEMENT (“Amendment”) dated as of May 18, 2016 to the Committed Facility Agreement, dated as of March 3, 2014 (as amended from time to time, the “Agreement”) between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) and Guggenheim Credit Allocation Fund (“Customer”).
SPECIAL CUSTODY AND PLEDGE AGREEMENTSpecial Custody and Pledge Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • New York
AGREEMENT, (hereinafter “Agreement”) dated as of March 3. 2014 among Guggenheim Credit Allocation Fund (“Customer), BNP Paribas Prime Brokerage, Inc. (“Counterparty”) and The Bank of New York Mellon as Custodian hereunder (“Custodian”).
AMENDMENT AGREEMENT No. 2 TO THE COMMITTED FACILITY AGREEMENTCommitted Facility Agreement • August 17th, 2016 • Guggenheim Credit Allocation Fund • New York
AMENDMENT AGREEMENT (“Amendment”) dated as of April 1, 2016 to the Committed Facility Agreement, dated as of March 3, 2014 (as amended from time to time, the “Agreement”) between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) and Guggenheim Credit Allocation Fund (“Customer”).
AMENDMENT No. 1 TOu.s. Pb Agreement • September 15th, 2016 • Guggenheim Credit Allocation Fund • New York
AMENDMENT AGREEMENT (the “Amendment”), dated as of August 17, 2016 to the U.S. PB Agreement, dated as of March 3, 2014, as may be amended from time to time (the “Agreement”) between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) and Guggenheim Credit Allocation Fund (the “Customer”).
Committed Facility AgreementCommitted Facility Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • New York
BNP PARIBAS PRIME BROKERAGE, INC., ON BEHALF OF ITSELF AND AS AGENT FOR THE BNPP ENTITIES (“BNPP PB, Inc.”) and the counterparty specified on the signature page (“Customer”), hereby enter into this Committed Facility Agreement (this “Agreement”), dated as of the date specified on the signature page.
