0000891804-14-000885 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • New York

AGREEMENT, dated as of June 25, 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”).

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FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • September 8th, 2014 • 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;

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of June 25, 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 limited liability company (the “Sub-Adviser”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of June 25, 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”).

FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • Delaware

AGREEMENT made as of this 13th day of May, 2013, by and between each closed-end registered investment company listed on Schedule A hereto (as amended from time to time), (each individually referred to below as a “Trust”) and Rydex Fund Services, LLC (“RFS” or the “Administrator”), a Maryland limited liability company having its principal place of business at 805 King Farm Boulevard, Rockville, MD 20850.

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • Delaware

This AGREEMENT is made as of this 25th day of June, 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.

SERVICE AGREEMENT
Service Agreement • September 8th, 2014 • 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 June 28, 2013.

SUBSCRIPTION AGREEMENT
Subscription Agreement • September 8th, 2014 • 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”).

BNP PARIBAS
Account Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • New York

This U.S. PB Agreement (including all terms, schedules, supplements and exhibits attached hereto, this “Agreement”) is entered into between the customer specified below (“Customer”) and BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) on behalf of itself and as agent for the BNPP Entities (as defined in the Account Agreement attached as Exhibit A hereto). The Agreement sets forth the terms and conditions on which BNPP PB, Inc. will transact business with Customer. Customer and BNPP PB, Inc., on behalf of itself and as agent for the BNPP Entities, have also entered into the Account Agreement.

SPECIAL CUSTODY AND PLEDGE AGREEMENT
Special Custody and Pledge Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • New York

AGREEMENT, (hereinafter “Agreement”) dated as of March 3. 2014 among Guggenheim Credit Allocation Fund (“Customer), BNP Paribas Prime Brokerage, Inc. (“Counterparty”) and The Bank of New York Mellon as Custodian hereunder (“Custodian”).

Committed Facility Agreement
Committed Facility Agreement • September 8th, 2014 • Guggenheim Credit Allocation Fund • New York

BNP PARIBAS PRIME BROKERAGE, INC., ON BEHALF OF ITSELF AND AS AGENT FOR THE BNPP ENTITIES (“BNPP PB, Inc.”) and the counterparty specified on the signature page (“Customer”), hereby enter into this Committed Facility Agreement (this “Agreement”), dated as of the date specified on the signature page.

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