Morgan Stanley & Co. Incorporated FORM OF MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of April 1, 2009, is by and between Morgan Stanley & Co. Incorporated (“Morgan Stanley,” 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 have accepted an
FORM OF SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO BLACKSTONE/GSO SENIOR FLOATING RATE TERM FUNDService Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York
THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between , a corporation (“Client”) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company (“Agent”), is dated as of .
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York
Reference is made to the Underwriting Agreement dated [·], 2010 (the “Underwriting Agreement”), by and among Blackstone / GSO Senior Floating Rate Term Fund (the “Fund”), GSO / Blackstone Debt Funds Management LLC (the “Adviser”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
Morgan Stanley & Co. Incorporated FORM OF MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 1, 2009, is by and between Morgan Stanley & Co. Incorporated (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).
FORM OF CUSTODY AGREEMENTForm of Custody Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York
AGREEMENT, dated as of , 200 between *, a business trust organized and existing under the laws of the State of ** having its principal office and place of business at *** (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 One Wall Street, New York, New York 10286 (“Custodian”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York
This agreement is between GSO / Blackstone Debt Funds Management LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Blackstone / GSO Senior Floating Rate Term Fund (the “Fund”).
FORM OF MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring Fee Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York
This agreement is between GSO / Blackstone Debt Funds Management LLC (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the Blackstone / GSO Senior Floating Rate Term Fund (the “Fund”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York
Reference is made to the Underwriting Agreement dated [·], 2010 (the “Underwriting Agreement”), by and among Blackstone / GSO Senior Floating Rate Term Fund (the “Fund”), GSO / Blackstone Debt Funds Management LLC (the “Adviser”) and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund
Subscription Agreement, dated as of April 20, 2010, between Blackstone / GSO Senior Floating Rate Term Fund, a Delaware statutory trust (the “Fund”) and GSO / Blackstone Debt Funds Management LLC (the “Purchaser”).
FORM OF STRUCTURING FEE AGREEMENTForm of Structuring Fee Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [·], 2010, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and GSO / Blackstone Debt Funds Management LLC (the “Adviser”).
