GUGGENHEIM CREDIT ALLOCATION FUND COMMON SHARES (PAR VALUE $0.01 PER SHARE) FIRST AMENDMENT TO CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT February 1, 2021

GUGGENHEIM CREDIT ALLOCATION FUND

COMMON SHARES (PAR VALUE $0.01 PER SHARE)

FIRST AMENDMENT

TO

CONTROLLED EQUITY OFFERING^SM SALES AGREEMENT

February 1, 2021

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 Xxxxxxxxxx & 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.

WHEREAS, the Parties entered into that certain Controlled Equity Offering^SM Sales Agreement, dated September 10, 2019 (the “Sales Agreement”), with respect to the issuance and sale of up to 2,700,000 shares of the Fund’s common shares of beneficial interest, par value $0.01 per share, in at-the-market public offerings through the Agent; and

WHEREAS, the Parties desire to amend the Sales Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

1. The first sentence of Section 1 of the Sales Agreement is hereby amended and replaced in its entirety with the following:

The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through CF&Co, acting as agent and/or principal, the Fund’s common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), having an aggregate initial offering price of up to $62,469,689 (the “Placement Shares”), as the Fund and CF&Co shall mutually agree from time to time.

2. The first sentence of Section 7(n) of the Sales Agreement is hereby amended by replacing the reference to “Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP” with “Dechert LLP”.

3. Section 12 of the Sales Agreement is hereby amended and replaced in its entirety with the following:

Notices.  All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to CF&Co, shall be delivered to:

Cantor Xxxxxxxxxx & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx, Managing Director
Facsimile: (000) 000-0000

and

Cantor Xxxxxxxxxx & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000

with a copy (which shall not constitute notice) to:

Hunton Xxxxxxx Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Attention: Xxxxxxx Xxxxxxxx and Xxxx Xxxxxx

and if sent to the Fund, shall be delivered to:

Guggenheim Credit Allocation Fund
c/o Guggenheim Funds Investment Advisors, LLC
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx, 00000
Attention: Xxx X. Xxx, Chief Legal Officer

with a copy (which shall not constitute notice) to:


Dechert LLP
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx

and if sent to the Adviser, shall be delivered to:


Guggenheim Funds Investment Advisors, LLC
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx, 00000
Attention: Xxx X. Xxx, Senior Managing Director. 

4. The second sentence of Section 17 of the Sales Agreement is hereby amended and restated in its entirety with the following:

THE FUND HAS APPOINTED DECHERT LLP, WASHINGTON, DC, AS ITS AUTHORIZED AGENT (THE “AUTHORIZED AGENT”) UPON

WHOM PROCESS MAY BE SERVED IN ANY SUCH ACTION ARISING OUT OF OR BASED ON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHICH MAY BE INSTITUTED IN ANY NEW YORK COURT BY CF&CO OR BY ANY PERSON WHO CONTROLS CF&CO, EXPRESSLY CONSENTS TO THE JURISDICTION OF ANY SUCH COURT IN RESPECT OF ANY SUCH ACTION, AND WAIVES ANY OTHER REQUIREMENTS OF OR OBJECTIONS TO PERSONAL JURISDICTION WITH RESPECT THERETO. 

5. Each of the Fund and the Adviser represent to CF&Co that it has duly authorized, executed and delivered this Amendment.

6. Except as modified and amended in this Amendment, the Sales Agreement shall remain in full force and effect.

7. This Amendment shall be governed by and construed in accordance with the law governing the Sales Agreement.

8. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.

Very truly yours,

GUGGENHEIM CREDIT ALLOCATION FUND

By: _______________________________

      Name: Xxxxx X. Xxxxxx

      Title: President and Chief Executive Officer

GUGGENHEIM FUNDS INVESTMENT ADVISORS, LLC

By: _______________________________

      Name: Xxxxx X. Xxxxxx

      Title: President and Chief Executive Officer

Signature Page to First Amendment to Controlled Equity Offering^SM Sales Agreement (GGM)

ACCEPTED, as of the date first-above written:

CANTOR XXXXXXXXXX & CO.

By: _______________________________

      Name: Xxxxxx Xxxxxxx

      Title: Managing Director

Signature Page to First Amendment to Controlled Equity Offering^SM Sales Agreement (GGM)