UBS SECURITIES LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGSMaster Agreement • 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 • June 24th, 2013 • Guggenheim Credit Allocation Fund • New York
AGREEMENT, dated as of ___________, 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”).
STRUCTURING FEE AGREEMENTFee 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.
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • June 24th, 2013 • 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;
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
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • June 24th, 2013 • Guggenheim Credit Allocation Fund • Delaware
THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of ___________, 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 corporation (the “Sub-Adviser”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • June 24th, 2013 • Guggenheim Credit Allocation Fund • Delaware
THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of ___________, 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”).
GUGGENHEIM CREDIT ALLOCATION FUND Lisle, Illinois 60532Fund Administration Agreement • June 24th, 2013 • Guggenheim Credit Allocation Fund • Delaware
Reference is made to the Fund Administration Agreement, dated May 14, 2013 (the “Agreement”), by and between the closed-end closed-end registered investment company listed on Schedule A hereto and Rydex Fund Services, LLC (“RFS” or the “Administrator”). In accordance with Section 8 of the Agreement, Guggenheim Credit Allocation Fund (the “Fund”) hereby appoints the Administrator and shall become a Trust (as such term is defined in the Agreement) and be bound by all terms, conditions, and provisions hereof, effective as of the date hereof. Schedule A of the Agreement shall be updated accordingly.
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).
SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO GUGGENHEIM CREDIT ALLOCATION FUNDService Agreement • 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 24th, 2013 • 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”).
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.
STRUCTURING FEE AGREEMENTIndemnification 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”).
FUND ACCOUNTING AGREEMENTAccounting Agreement • June 24th, 2013 • Guggenheim Credit Allocation Fund • Delaware
This AGREEMENT is made as of this __ day of _____, 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.
