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 26th, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 9, 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 ha
ARES MULTI-STRATEGY CREDIT FUND, INC. [·] Shares COMMON STOCK (Par Value $.001 per Share) FORM OF UNDERWRITING AGREEMENT October [·], 2013Underwriting Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
Ares Multi-Strategy Credit Fund, Inc., a Maryland corporation (the “Fund”) and the Fund’s investment adviser, Ares Capital Management II LLC, a Delaware limited liability company (the “Adviser”), each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [other Representatives] 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 and [other Representatives] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $.001 per share, of the Fund (“Common Stock”) set forth in Schedule A hereto, and (ii) with respect to the grant by the Fund to the Underwriters, acting severally and not join
DISTRIBUTION AGREEMENTDistribution Agreement • September 26th, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
This Agreement is made as of [·], 2013, by and among Ares Capital Management II LLC, a Delaware limited liability company (the “Adviser”), and Destra Capital Investments LLC, a Delaware limited liability company (“Destra”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 23rd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2013, by and between Ares Multi-Strategy Credit Fund, Inc., a Maryland corporation (the “Fund”), and [NAME OF INDEMNITEE] (“Indemnitee”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit 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 Multi-Strategy Credit Fund, Inc. (the “Fund”).
FORM OF TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 23rd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is entered into as of [·], 2013 (the “Effective Date”), by and between Ares Management LLC (“Licensor”) and Multi-Strategy Credit 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 • September 26th, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
This Agreement is made as of [·], 2013, by and among Ares Multi-Strategy Credit Fund, Inc., a Maryland corporation (the “Fund”) and Destra Capital Investments LLC, a Delaware limited liability company (“Destra”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
Reference is made to the Underwriting Agreement, dated October [·], 2013 (the “Underwriting Agreement”), by and among Ares Multi-Strategy Credit Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “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.
FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN ARES MULTI-STRATEGY CREDIT FUND, INC. AND ARES CAPITAL MANAGEMENT II LLCInvestment Advisory Agreement • September 26th, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
This Investment Advisory Agreement (the “Agreement”) is entered into as of [ ], 2013, by and between ARES MULTI-STRATEGY CREDIT 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 • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated October [·], 2013 (the “Underwriting Agreement”), by and among Ares Multi-Strategy Credit 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 (as defined below) (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • September 23rd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • Massachusetts
This Amendment, made as of this , 2013, to the Transfer Agency and Service Agreement (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) dated as of as of November 30, 2012 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Transfer Agent”), and Ares Dynamic Credit Allocation Fund, Inc., a Maryland corporation (the “Fund”).
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES) September 2, 2011Master Selected Dealers Agreement • September 26th, 2013 • Ares Multi-Strategy Credit Fund, Inc. • 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).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of October [·], 2013, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Ares Capital Management II LLC (the “Adviser”).
Subscription Agreement for Shares of Ares Multi-Strategy Credit Fund, Inc. (the "Fund") Dear Directors: Ares Investment Holdings LLC offers to purchase from the Fund 4,200 shares of common stock of the Fund at $23.88 per share for an aggregate...Subscription Agreement • June 19th, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
This Subscription Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York without regard to its conflicts of laws provisions.
ARES MULTI-STRATEGY CREDIT FUND, INC. FORM OF EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
AGREEMENT made this [ ] day of [ ], 2013 by and between Ares Multi-Strategy Credit Fund, Inc. (the “Fund”), a Maryland corporation, and Ares Capital Management II LLC (the “Adviser”), a Delaware limited liability company.
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated October [·], 2013 (the “Underwriting Agreement”), by and among Ares Multi-Strategy Credit Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Company”) 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.
AMENDMENT TO ADMINISTRATION AGREEMENTAdministration Agreement • September 23rd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • Massachusetts
This Amendment, made as of this , 2013, to the Administration Agreement (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) dated as of as of November 30, 2012 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 • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”), by and among Ares Multi-Strategy Credit 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 shares of common stock, par value $.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.
