ARES MULTI-STRATEGY CREDIT FUND, INC. [·] Shares COMMON STOCK (Par Value $.001 per Share) FORM OF UNDERWRITING AGREEMENT October [·], 2013Underwriting Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
Ares Multi-Strategy Credit Fund, Inc., a Maryland corporation (the “Fund”) and the Fund’s investment adviser, Ares Capital Management II LLC, a Delaware limited liability company (the “Adviser”), each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [other Representatives] 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 and [other Representatives] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $.001 per share, of the Fund (“Common Stock”) set forth in Schedule A hereto, and (ii) with respect to the grant by the Fund to the Underwriters, acting severally and not join
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
This agreement is between Ares Capital Management II LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Ares Multi-Strategy Credit Fund, Inc. (the “Fund”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
Reference is made to the Underwriting Agreement, dated October [·], 2013 (the “Underwriting Agreement”), by and among Ares Multi-Strategy Credit Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Adviser”) and each of the Underwriters named in Schedule A thereto (the “Underwriters”), severally, with respect to the issue and sale of shares of the Fund’s common stock, par value $0.001 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.
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated October [·], 2013 (the “Underwriting Agreement”), by and among Ares Multi-Strategy Credit Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Adviser”) and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s Common Shares (as defined below) (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of October [·], 2013, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Ares Capital Management II LLC (the “Adviser”).
ARES MULTI-STRATEGY CREDIT FUND, INC. FORM OF EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
AGREEMENT made this [ ] day of [ ], 2013 by and between Ares Multi-Strategy Credit Fund, Inc. (the “Fund”), a Maryland corporation, and Ares Capital Management II LLC (the “Adviser”), a Delaware limited liability company.
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated October [·], 2013 (the “Underwriting Agreement”), by and among Ares Multi-Strategy Credit Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Company”) and each of the Underwriters named in Schedule A 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.
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2013 • Ares Multi-Strategy Credit Fund, Inc. • New York
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”), by and among Ares Multi-Strategy Credit Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Adviser”) and each of the underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s shares of common stock, par value $.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.
