Blackstone / GSO Senior Floating Rate Term Fund Sample Contracts

Morgan Stanley & Co. Incorporated FORM OF MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of April 1, 2009, is by and between Morgan Stanley & Co. Incorporated (“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

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CUSTODY AGREEMENT
Custody Agreement • January 19th, 2018 • Blackstone / GSO Senior Floating Rate Term Fund • New York

AGREEMENT, dated as of May 25, 2010 between Blackstone / GSO Senior Floating Rate Term Fund, a statutory trust organized under the laws of the State of Delaware organized and existing under the laws of the State of Delaware having its principal office and place of business at 280 Park Avenue, 11th Floor, New York, New York 10017 (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”).

BLACKSTONE / GSO SENIOR FLOATING RATE TERM FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • May 28th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 25th day of May, 2010, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 19th, 2018 • Blackstone / GSO Senior Floating Rate Term Fund • New York

This Investment Advisory Agreement, dated and effective as of May 25, 2010, is made by and between Blackstone / GSO Senior Floating Rate Term Fund, a Delaware statutory trust (herein referred to as the “Fund”) and GSO / Blackstone Debt Funds Management LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (this “Agreement”).

MARKETING, ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Pricing Services Agreement • January 19th, 2018 • Blackstone / GSO Senior Floating Rate Term Fund • Colorado

THIS AGREEMENT is made as of May 25, 2010, between Blackstone/GSO Senior Floating Rate Term Fund (the “Fund”), GSO Capital Advisors, LLC (“Advisor”) and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

CREDIT AGREEMENT dated as of October 8, 2014 between BLACKSTONE / GSO SENIOR FLOATING RATE TERM FUND and THE BANK OF NOVA SCOTIA
Credit Agreement • February 27th, 2015 • Blackstone / GSO Senior Floating Rate Term Fund • New York
FORM OF SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO BLACKSTONE/GSO SENIOR FLOATING RATE TERM FUND
Service Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York

THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between , a corporation (“Client”) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company (“Agent”), is dated as of .

BLACKSTONE SENIOR FLOATING RATE TERM FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of September 9, 2021
Agreement and Declaration of Trust • December 2nd, 2021 • Blackstone Senior Floating Rate Term Fund

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 9th day of September, 2021, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York

Reference is made to the Underwriting Agreement dated [·], 2010 (the “Underwriting Agreement”), by and among Blackstone / GSO Senior Floating Rate Term Fund (the “Fund”), GSO / Blackstone Debt Funds Management LLC (the “Adviser”) and each of the Underwriters named in Schedule I 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.

Morgan Stanley & Co. Incorporated FORM OF MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 1, 2009, is by and between Morgan Stanley & Co. Incorporated (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).

FORM OF CUSTODY AGREEMENT
Form of Custody Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York

AGREEMENT, dated as of , 200 between *, a business trust organized and existing under the laws of the State of ** having its principal office and place of business at *** (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”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York

This agreement is between GSO / Blackstone Debt Funds Management LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Blackstone / GSO Senior Floating Rate Term Fund (the “Fund”).

FORM OF MARKETING AND STRUCTURING FEE AGREEMENT
Marketing and Structuring Fee Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York

This agreement is between GSO / Blackstone Debt Funds Management LLC (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the Blackstone / GSO Senior Floating Rate Term Fund (the “Fund”).

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • January 21st, 2022 • Blackstone Senior Floating Rate Term Fund • New York

THIS AGREEMENT, dated as of January 19, 2022, between each Acquiring Fund identified on Schedule A, on behalf of its series identified on Schedule A (each, an “Acquiring Fund”), and each Acquired Fund identified on Schedule A, on behalf of its series identified on Schedule A (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”), each Fund (and series thereof) acting on its own behalf and separately from all of the other Funds and not jointly or jointly and severally with any of the other Funds (or their series). To the extent multiple Acquiring Funds and/or Acquired Funds are parties to this Agreement, the Agreement is to be treated as if each Acquiring Fund and each Acquired Fund had been the subject of a separate agreement, and references in the Agreement to “the Acquiring Fund” and “the Acquired Fund” shall mean each Acquiring Fund individually and each Acquired Fund individually, as the case may be.

RULE 12d1-4 UNIT INVESTMENT TRUST OF CLOSED-END FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • January 21st, 2022 • Blackstone Senior Floating Rate Term Fund

This Agreement, dated as of January 19, 2022, between FT Series (the “Trust”) on behalf of each of its existing and future series that invests in an Acquired Fund in reliance on the Rule as such terms are defined below, severally and not jointly, (each, an “Acquiring Fund”), and each closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) advised by Blackstone Liquid Credit Strategies LLC (the “Adviser”), that is listed on Appendix A hereto (as may be amended from time to time), severally and not jointly (each an “Acquired Fund”).

RULE 12d1-4 EXCHANGE TRADED FUND OF CLOSED-END FUNDS INVESTMENT AGREEMENT
Exchange Traded • January 21st, 2022 • Blackstone Senior Floating Rate Term Fund

This Agreement, dated as of January 19, 2022 , between First Trust CEF Income Opportunity ETF (the “Acquiring Fund”) and each closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) advised by Blackstone Liquid Credit Strategies LLC (the “Adviser”), that is listed on Appendix A hereto (as may be amended from time to time), severally and not jointly (each an “Acquired Fund”).

AMENDMENT TO THE MARKETING, ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
And Pricing Services Agreement • January 19th, 2018 • Blackstone / GSO Senior Floating Rate Term Fund • New York

This Amendment (“Amendment”) is made as of October 1, 2015, by and between Blackstone / GSO Senior Floating Rate Term Fund, a Delaware statutory trust (the “Fund”), and ALPS Fund Services, Inc. (“ALPS”).

BLACKSTONE / GSO SENIOR FLOATING RATE TERM FUND Series A Floating Rate Senior Secured Notes due 2020 Note Purchase Agreement Dated August 11, 2010
Blackstone / GSO Senior Floating Rate Term Fund • March 1st, 2011 • New York

Blackstone / GSO Senior Floating Rate Term Fund, a Delaware statutory trust (the “Fund”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

INVESCO UNIT TRUSTS RULE 12d1-4 UNIT INVESTMENT TRUST OF FUNDS INVESTMENT AGREEMENT
Invesco Unit Trusts • January 21st, 2022 • Blackstone Senior Floating Rate Term Fund

This Agreement, dated as of January 14, 2021, between Invesco Unit Trusts (the “Trust”) on behalf of each of its existing and future series that invests in an Acquired Fund in reliance on the Rule as such terms are defined below, severally and not jointly, (each, an “Acquiring Fund”), and each closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) advised by Blackstone Liquid Credit Strategies LLC (the “Adviser”), severally and not jointly (each an “Acquired Fund”).

BLACKSTONE SENIOR FLOATING RATE TERM FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of September 9, 2021
Agreement and Declaration of Trust • January 21st, 2022 • Blackstone Senior Floating Rate Term Fund

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (“Declaration”) made as of the 9th day of September, 2021, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

FORM OF DISTRIBUTION ASSISTANCE AGREEMENT
Distribution Assistance Agreement • May 21st, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York

This Distribution Assistance Agreement, dated as of , 2010, is entered into by and among, GSO / Blackstone Debt Funds Management LLC (“GSO”), a Delaware limited liability company, Blackstone / GSO Senior Floating Rate Term Fund (the “Fund”), a Delaware statutory trust, and ALPS Distributors, Inc., a corporation organized under the laws of the state of Colorado (“ALPS”).

GSO / Blackstone Debt Funds Management LLC
Blackstone / GSO Senior Floating Rate Term Fund • January 19th, 2018 • New York

This letter agreement (this “Agreement”) confirms the waiver by the Adviser of a portion of the management fees payable by the Fund, as follows:

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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York

Reference is made to the Underwriting Agreement dated [·], 2010 (the “Underwriting Agreement”), by and among Blackstone / GSO Senior Floating Rate Term Fund (the “Fund”), GSO / Blackstone Debt Funds Management LLC (the “Adviser”) and each of the Underwriters named therein, severally, 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.

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund

Subscription Agreement, dated as of April 20, 2010, between Blackstone / GSO Senior Floating Rate Term Fund, a Delaware statutory trust (the “Fund”) and GSO / Blackstone Debt Funds Management LLC (the “Purchaser”).

AMENDMENT TO THE MARKETING, ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
And Pricing Services Agreement • January 19th, 2018 • Blackstone / GSO Senior Floating Rate Term Fund • New York

This Amendment (“Amendment”) is made as of November 17, 2017, by and between Blackstone / GSO Senior Floating Rate Term Fund, a Delaware statutory trust (the “Fund”), and ALPS Fund Services, Inc. (“ALPS”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • February 29th, 2016 • Blackstone / GSO Senior Floating Rate Term Fund • New York

AMENDMENT NO. 1 (this “Amendment”), dated as of October 7, 2015, to the Credit Agreement, dated as of October 8, 2014, between Blackstone / GSO Senior Floating Rate Term Fund, a Delaware statutory trust (the “Borrower”), and The Bank of Nova Scotia (the “Bank”) (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

] Shares BLACKSTONE / GSO SENIOR FLOATING RATE TERM FUND COMMON SHARES OF BENEFICIAL INTEREST, $0.001 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • May 21st, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York
FORM OF STRUCTURING FEE AGREEMENT
Form of Structuring Fee Agreement • April 26th, 2010 • Blackstone / GSO Senior Floating Rate Term Fund • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [·], 2010, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and GSO / Blackstone Debt Funds Management LLC (the “Adviser”).

SERVICE AGREEMENT
Service Agreement • January 19th, 2018 • Blackstone / GSO Senior Floating Rate Term Fund • New York

THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between Blackstone / GSO Senior Floating Rate Term Fund, a Delaware statutory trust (“Client”) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company (“Agent”), is dated as of May 25, 2010.

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