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 • February 25th, 2013 • Apollo Tactical Income Fund Inc. • 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
FORM OF CUSTODY AGREEMENTCustody Agreement • February 25th, 2013 • Apollo Tactical Income Fund Inc. • New York
This CUSTODY AGREEMENT (the “Agreement”) dated as of between Apollo Tactical Income Fund Inc. a corporation organized and existing under the laws of the State of Maryland having its principal office and place of business at 9 West 57th Street, New York, NY 10019 (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 • February 25th, 2013 • Apollo Tactical Income Fund Inc. • 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).
—] Shares Apollo Tactical Income Fund Inc. Common Stock ($0.001 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2013 • Apollo Tactical Income Fund Inc. • New York
FORM OF FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • February 25th, 2013 • Apollo Tactical Income Fund Inc. • New York
AGREEMENT (this “Agreement”) made as of , 2013 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).
FORM OF ADMINISTRATIVE SERVICES AND REIMBURSEMENT AGREEMENTAdministrative Services and Reimbursement Agreement • February 25th, 2013 • Apollo Tactical Income Fund Inc. • New York
This administrative services and reimbursement agreement (this “Agreement”) is entered into as of , 2013 by APOLLO TACTICAL INCOME FUND INC. (the “Fund”), a corporation duly organized and existing under the laws of the State of Maryland, and APOLLO CREDIT MANAGEMENT, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Administrator”).
FORM OF TRADEMARK LICENSE AGREEMENTTrademark License Agreement • February 25th, 2013 • Apollo Tactical Income Fund Inc. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of , 2013 (the “Effective Date”) by and between Apollo Global Management, LLC, a Delaware limited liability company (the “Licensor”), and Apollo Tactical Income Fund Inc., a corporation organized under the laws of the State of Maryland (“Corporation”) (each a “party,” and collectively, the “parties”).
FORM OF ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENTAdministration and Accounting Services Agreement • February 25th, 2013 • Apollo Tactical Income Fund Inc.
THIS AGREEMENT is made as of , by and between BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (the “Administrator”), and APOLLO TACTICAL INCOME FUND INC., a Maryland corporation (the “Fund”). Capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.
FORM OF INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT ENTERED INTO BETWEEN APOLLO CREDIT MANAGEMENT, LLC AND APOLLO TACTICAL INCOME FUND INC.Investment Advisory Agreement • February 25th, 2013 • Apollo Tactical Income Fund Inc. • New York
This Investment Advisory Agreement (the “Agreement”) is entered into as of , 2013 by and between APOLLO TACTICAL INCOME FUND INC. (the “Fund”), a corporation duly organized and existing under the laws of the State of Maryland, and APOLLO CREDIT MANAGEMENT, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Adviser”).
FORM OF SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO APOLLO TACTICAL INCOME FUND INC.Service Agreement • February 25th, 2013 • Apollo Tactical Income Fund Inc. • New York
THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between Apollo Tactical Income Fund Inc., a Maryland corporation (“Client” or the “Fund”), and BNY Mellon Investment Servicing (US) Inc., a Massachusetts corporation (“Agent”), is dated as of .
