RAYMOND JAMES & ASSOCIATES, INC. MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • September 17th, 2013 • THL Credit Senior Loan Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 13, 2011, is by and between Raymond James & Associates, Inc. (“Raymond James,” or “we”) (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 Offering pursuant to Sect
THL CREDIT SENIOR LOAN FUND Common Shares of Beneficial Interest $20.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2013 • THL Credit Senior Loan Fund • New York
RAYMOND JAMES & ASSOCIATES, INC. MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • September 17th, 2013 • THL Credit Senior Loan Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of September 16, 2013, is by and between Raymond James & Associates, Inc. (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).
THL CREDIT SENIOR LOAN FUND ADVISORY AGREEMENTAdvisory Agreement • September 17th, 2013 • THL Credit Senior Loan Fund • New York
This Advisory Agreement is hereby made as of the [ ]th day of September, 2013 (the “Agreement”) between THL Credit Senior Loan Fund, a Delaware statutory trust (the “Fund”), and Four Wood Capital Advisors, LLC, a New York limited liability company (“FWCA” or the “Adviser”).
MARKETING AGENT AGREEMENTMarketing Agent Agreement • September 17th, 2013 • THL Credit Senior Loan Fund • New York
This Marketing Agent Agreement (the “Agreement”) is made as of August [ ], 2013, by and among Four Wood Capital Advisors, LLC (“FWCA”), a New York limited liability company and AST Investor Services, LLC (“AST”), a registered broker-dealer (the “Selling Agent”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 17th, 2013 • THL Credit Senior Loan Fund • New York
Reference is made to the Underwriting Agreement dated [·], 2013 (the “Underwriting Agreement”), by and among THL Credit Senior Loan Fund (the “Fund”), Four Wood Capital Advisors, LLC (the “Investment Manager”), THL Credit Advisors 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 $0.001 (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.
THL CREDIT SENIOR LOAN FUND SUBADVISORY AGREEMENTAgreement • September 17th, 2013 • THL Credit Senior Loan Fund • New York
This Subadvisory Agreement, made as of the [·]th day of September, 2013 (the “Agreement”), between Four Wood Capital Advisors LLC, a New York limited liability company (the “Adviser”), and THL Credit Advisors LLC, a Delaware limited liability company (the “Subadviser”).
FORM OF STRUCTURING FEE AGREEMENTFee Agreement • September 17th, 2013 • THL Credit Senior Loan Fund • New York
Reference is made to the Underwriting Agreement dated [·], 2013 (the “Underwriting Agreement”), by and among THL Credit Senior Loan Fund (the “Fund”), Four Wood Capital Advisors, LLC (the “Investment Manager”), THL Credit Advisors 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 $0.001 (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.
FORM OF STRUCTURING FEE AGREEMENTForm of Structuring Fee Agreement • September 17th, 2013 • THL Credit Senior Loan Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [·], 2013, between Raymond James & Associates, Inc. (“Qualifying Underwriter”) and Four Wood Capital Advisors, LLC (the “Adviser”).
FORM OF STRUCTURING FEE AGREEMENTFee Agreement • September 17th, 2013 • THL Credit Senior Loan Fund • New York
Reference is made to the Underwriting Agreement dated [·], 2013 (the “Underwriting Agreement”), by and among THL Credit Senior Loan Fund (the “Fund”), Four Wood Capital Advisors, LLC (the “Company”), THL Credit Advisors LLC 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.
