GUGGENHEIM STRATEGIC OPPORTUNITIES FUND COMMON SHARES ($0.01 PAR VALUE) FIRST AMENDMENT TO CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT September 10, 2018
COMMON SHARES ($0.01 PAR VALUE)
FIRST AMENDMENT
TO
CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
September 10, 2018
THIS FIRST AMENDMENT (this “Amendment”) to the Sales Agreement (defined below) is entered into on and as of September 10, 2018, by and among Guggenheim Strategic Opportunities 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 OfferingSM Sales Agreement, dated January 16, 2018 (the “Sales Agreement”), with respect to the issuance and sale of up to 5,739,210 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;
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, up to 14,138,865 (the “Shares”) of the Fund’s common shares of beneficial interest, $0.01 par value per share (the “Common Shares”) as the Fund and CF&Co shall mutually agree from time to time.
2. The first sentence of Section 12 of the Sales Agreement is hereby amended and replaced in its entirety with the following:
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 and if sent to CF&Co, shall be delivered to Cantor Xxxxxxxxxx & Co., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, fax. no. (000) 000-0000; Attention: Xxxxxx Xxxxxxx, Managing Director, with a copy to Hunton Xxxxxxx Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Xxxxxxx Xxxxxxxx; or if sent to the Fund, shall be delivered to Guggenheim Strategic Opportunities 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 to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx; or 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.
3. References to “Xxxxxxx Xxxxx” and “Xxxxxx Xxxxxxx” in Schedule 2 are hereby amended and replaced with “Xxxxxx Xxxxxxx” and “xxxxx@xxxxxx.xxx.”
4. Each of the Fund and the Adviser represent to CF&Co that it has duly authorized, executed and delivered this Amendment.
5. Except as modified and amended in this Amendment, the Sales Agreement shall remain in full force and effect.
6. This Amendment shall be governed by and construed in accordance with the law governing the Sales Agreement.
7. 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.
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By:/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
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GUGGENHEIM FUNDS INVESTMENT ADVISORS, LLC
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By:/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
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ACCEPTED, as of the date first-above written:
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CANTOR XXXXXXXXXX & CO.
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By:/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Chief Operating Officer
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