Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (“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 AAU with
CUSTODY AGREEMENTCustody Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
AGREEMENT, dated as of [ ] between [Name of Fund], a statutory trust organized and existing under the laws of the State of Delaware 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”).
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. 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).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
Reference is made to the Underwriting Agreement dated September [·], 2012 (the “Underwriting Agreement”), by and among Blackstone/GSO Strategic Credit Fund (the “Fund”), GSO/Blackstone Debt Funds Management LLC (the “Investment Manager”) 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 $0.001 (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 • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of September [·], 2012 between Barclays Capital Inc. (“Barclays”) and GSO/Blackstone Debt Funds Management LLC (the “Investment Manager”).
] Shares BLACKSTONE / GSO STRATEGIC CREDIT FUND COMMON SHARES OF BENEFICIAL INTEREST, $0.001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENTAdministration, Bookkeeping and Pricing Services Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
THIS AGREEMENT is made as of , 2012, between Blackstone / GSO Strategic Credit Fund (the “Fund”), a Delaware statutory trust, and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).
SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO Blackstone / GSO Strategic Credit FundService Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
DISTRIBUTION ASSISTANCE AGREEMENTDistribution Assistance Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
This Distribution Assistance Agreement, dated as of , 2012, is entered into by and among, GSO / Blackstone Debt Funds Management LLC (“GSO”), a Delaware limited liability company, Blackstone / GSO Strategic Credit Fund (the “Fund”), a Delaware statutory trust, and ALPS Distributors, Inc., a corporation organized under the laws of the state of Colorado (“ALPS”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
This agreement (the “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 Strategic Credit Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated , 2012 among the Fund, the Company, UBS and the other underwriters named therein.
SYNDICATION FEE AGREEMENTSyndication Fee Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
This agreement is between GSO/Blackstone Debt Funds Management LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Blackstone/GSO Strategic Credit Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
This agreement is between GSO/Blackstone Debt Funds Management LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Blackstone/GSO Strategic Credit Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of , 2012, by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and GSO/Blackstone Debt Funds Management LLC (“Adviser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund • New York
Reference is made to the Underwriting Agreement dated , 2012 (the “Underwriting Agreement”), by and among Blackstone/GSO Strategic Credit 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 20th, 2012 • Blackstone / GSO Strategic Credit Fund
Subscription Agreement, dated as of August 17, 2012, between Blackstone / GSO Strategic Credit Fund, a Delaware statutory trust (the “Fund”) and GSO / Blackstone Debt Funds Management LLC (the “Purchaser”).
