BOFA SECURITIES, INC. MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGSMaster Agreement Among Underwriters • October 28th, 2021 • Guggenheim Active Allocation Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of November 19, 2020, is by and between BofA Securities, Inc. (“BofA” 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 respect t
GUGGENHEIM ACTIVE ALLOCATION FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • October 28th, 2021 • Guggenheim Active Allocation Fund • Delaware
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 18th day of October, 2021, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2021 • Guggenheim Active Allocation Fund • New York
Guggenheim Active Allocation Fund, a statutory trust duly formed under the laws of the State of Delaware (the “Fund”), the Fund’s investment adviser, Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Investment Advisor”) and the Fund’s investment sub-adviser, Guggenheim Partners Investment Management, LLC, a limited liability company organized under the laws of Delaware (the “Sub-Advisor” and, together with the Investment Advisor, the “Advisors” and each, an “Advisor”) each confirms its agreement with BofA Securities, Inc. (“BofA Securities”), [•] and [•] 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 BofA Securities, [•] and [•] are acting as representatives (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Fund and the purchase by the Underwriters, acting s
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 28th, 2021 • Guggenheim Active Allocation Fund • Delaware
THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of [ ], 2021, between Guggenheim Active Allocation Fund, a Delaware statutory trust (the “Trust”), and Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”).
BOFA SECURITIES, INC. MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • October 28th, 2021 • Guggenheim Active Allocation Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of November 25, 2019, is by and between BofA Securities, 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).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • October 28th, 2021 • Guggenheim Active Allocation Fund • Delaware
THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of [ ], 2021, among Guggenheim Active Allocation Fund, a Delaware statutory trust (the “Trust”), Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Investment Adviser”), and Guggenheim Partners Investment Management, LLC, a Delaware limited liability company (the “Investment Sub-Adviser”).
STRUCTURING AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • October 28th, 2021 • Guggenheim Active Allocation Fund • New York
STRUCTURING AND SYNDICATION FEE AGREEMENT (the “Agreement”), dated as of [•], 2021 by and between BofA Securities, Inc. (collectively with its affiliates, “BofA Securities”) and Guggenheim Funds Investment Advisors, LLC (the “Adviser”).
THIRD AMENDMENT TO THE TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • October 28th, 2021 • Guggenheim Active Allocation Fund • New York
This Third Amendment (“Amendment”), effective as of ___________, 2021 (“Effective Date”) is to the Transfer Agency and Service Agreement (the “Agreement”) made as of December 1, 2015 by and between each of the Guggenheim closed-end investment companies listed on Schedule 1 attached hereto, as may be amended from time to time (each a "Fund" and collectively the "Funds”), and Computershare Inc. (“Computershare”) and Computershare Trust Company N.A., (“Trust Company”, and together with Computershare, “Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
