0001618697-17-000043 Sample Contracts

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • August 15th, 2017 • Carey Credit Income Fund • New York

This Administrative Services Agreement (this “Agreement”) is made as of [ ], 2017 by and among CAREY CREDIT INCOME FUND, a Delaware statutory trust (hereinafter referred to as the “Master Company”), each of THE COMPANIES LISTED ON APPENDIX A OF THIS AGREEMENT, each a Delaware statutory trust (each hereinafter referred to as a “Feeder Company” and collectively with the Master Company the “Companies”), and GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).

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CAREY FINANCIAL, LLC ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • August 15th, 2017 • Carey Credit Income Fund • New York

This Assignment and Assumption Agreement (this “Agreement”) is made as of August 10, 2017 by and among Carey Financial, LLC, a Delaware limited liability company (the “Assignor”), Carey Credit Income Fund and each feeder fund listed on Schedule A of the Dealer Manager Agreement (as defined below), each a Delaware statutory trust (collectively, the “Funds”), and Guggenheim Funds Distributors, LLC, a Delaware limited liability company (the “Assignee”). Capitalized terms used and not defined herein are defined as set forth in the Second Amended and Restated Dealer Manager Agreement, dated as of April 12, 2017, by and among the Assignor and the Funds (the “Dealer Manager Agreement”).

FORM OF AMENDED AND RESTATED ORGANIZATION AND OFFERING EXPENSE REIMBURSEMENT AGREEMENT
Organization and Offering Expense Reimbursement Agreement • August 15th, 2017 • Carey Credit Income Fund • New York

This Amended and Restated Organization and Offering Expense Reimbursement Agreement (the “Agreement”) is made this ____ day of ___________, 2017, by and between CAREY CREDIT INCOME FUND, a Delaware statutory trust (the “Master Company”), each of THE COMPANIES LISTED ON APPENDIX A OF THIS AGREEMENT, each a Delaware statutory trust (each hereinafter referred to as a “Feeder Company” and collectively with the Master Company the “Companies”), Carey Credit Advisors, LLC (“W. P. Carey”)(solely with respect to Section 3 of the Agreement) and Guggenheim Partners Investment Management, LLC (“Guggenheim” or the “Advisor”).

INTERIM INVESTMENT ADVISORY AGREEMENT BETWEEN CAREY CREDIT INCOME FUND AND GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC
Interim Investment Advisory Agreement • August 15th, 2017 • Carey Credit Income Fund • New York

This Interim Investment Advisory Agreement (this “Agreement”) is made as of August 11, 2017, by and between CAREY CREDIT INCOME FUND, a Delaware statutory trust (the “Company”), and GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Advisor”).

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