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 • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 5, 2009, 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
CUSTODY AGREEMENTCustody Agreement • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • New York
AGREEMENT, dated as of October 26, 2010 between Guggenheim Build America Bonds Managed Duration Trust, a statutory trust 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 Build America Bonds Managed Duration Trust Amended and Restated Agreement and Declaration of Trust Dated as of October 20, 2010Agreement and Declaration of Trust • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • Delaware
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 20th day of October, 2010, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
STOCK TRANSFER AGENCY AGREEMENT between GUGGENHEIM BUILD AMERICA BONDS MANAGED DURATION TRUST and THE BANK OF NEW YORK MELLON Dated as of October 26, 2010 ACCOUNT NUMBER(S) ___________________________Stock Transfer Agency Agreement • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • New York
AGREEMENT, made as of October 26, 2010, by and between GUGGENHEIM BUILD AMERICA BONDS MANAGED DURATION TRUST, a statutory trust organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK MELLON, a New York trust company (hereinafter referred to as the “Bank”).
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • New York
AGREEMENT made as of October 26, 2010 by and between Guggenheim Build America Bonds Managed Duration Trust (the “Fund”) and The Bank of New York Mellon (“BNY”).
FORM OF MERRILL LYNCH STANDARD DEALER AGREEMENT Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters New York, N.Y. 10800 FORM OF STANDARD DEALER AGREEMENTDealer Agreement • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • New York
In connection with public offerings of securities underwritten by us, or by a group of underwriters (the “Underwriters”) represented by us, you may be offered the opportunity to purchase a portion of such securities, as principal, at a discount from the offering price representing a selling concession or reallowance granted as consideration for services rendered by you in the sale of such securities. We request that you agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in any wire or letter sent to you in connection with a particular offering, will govern all such purchases of securities and the reoffering thereof by you.
Guggenheim Build America Bonds Managed Duration Trust (a Delaware statutory trust) [___] Common Shares (Par Value $.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • New York
Guggenheim Build America Bonds Managed Duration Trust, a Delaware statutory trust (the "Trust") and the Trust’s investment adviser, Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the "Investment Adviser") and its investment sub-adviser, Guggenheim Partners Asset Management, LLC, a Delaware limited liability company (the "Sub-Adviser" and together with the Investment Adviser, the "Advisers") each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), [additional underwriters] 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, [additional underwriters] are acting as representatives (in such capacity, the "Representatives"), with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly
ADMINISTRATION AGREEMENTAdministration Agreement • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • Delaware
Agreement made as of ___________, 2010, between Guggenheim Build America Bonds Managed Duration Trust, a Delaware statutory trust (the “Trust”), and Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Administrator”).
FUND ACCOUNTING AGREEMENTFund Accounting Agreement • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • New York
AGREEMENT made as of this 26th day of October, 2010 by and between Guggenheim Build America Bonds Managed Duration Trust, a statutory trust organized and existing under the laws of the State of Delaware having its principal place of business at 2455 Corporate West Drive, Lisle, Illinois 60532 (hereinafter called the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business, having its principal place of business at 101 Barclay 11E, New York, New York 10286 (hereinafter called the “Bank”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • New York
Reference is made to the Underwriting Agreement dated October [●], 2010 (the "Underwriting Agreement"), by and among Guggenheim Build America Bonds Managed Duration Trust (the "Trust"), Guggenheim Funds Investment Advisors, LLC (the "Adviser"), Guggenheim Partners Asset Management, LLC (the "Sub-Adviser," and together with the Adviser, the "Advisers") and each of the Underwriters named in Schedule A therein, severally, with respect to the issue and sale of the Trust’s Securities (the "Offering"), as described therein. 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, 2010 • Guggenheim Build America Bonds Managed Duration Trust • New York
This agreement is between Guggenheim Funds Investment Advisors, LLC (the "Adviser"), Guggenheim Partners Asset Management, LLC (the "Sub-Adviser," and together with the Adviser, the "Companies") and Morgan Stanley & Co. Incorporated ("Morgan Stanley") with respect to the Guggenheim Build America Bonds Managed Duration Trust (the "Trust").
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • New York
STRUCTURING FEE AGREEMENT (the "Agreement"), dated as of October [•], 2010, among Raymond James & Associates, Inc. ("Qualifying Underwriter"), Guggenheim Funds Investment Advisors, LLC ("Guggenheim Funds") and Guggenheim Partners Asset Management, LLC ("GPAM," and together with Guggenheim Funds, the "Advisers").
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • New York
ADDITIONAL COMPENSATION AGREEMENTAdditional Compensation Agreement • October 25th, 2010 • Guggenheim Build America Bonds Managed Duration Trust • New York
ADDITIONAL COMPENSATION AGREEMENT (the "Agreement"), dated as of October [•], 2010, by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Guggenheim Funds Investment Advisors, LLC ("Guggenheim Funds") and Guggenheim Partners Asset Management, LLC ("GPAM," and together with Guggenheim Funds, the "Advisers").
