ESCROW AGREEMENTEscrow Agreement • May 4th, 2015 • Carey Credit Income Fund 2015 T • New York
THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this 1st day of May, 2015 by and among Carey Financial, LLC, a Delaware limited liability company (the “Dealer Manager”), Carey Credit Income Fund 2015 T, a Delaware statutory trust (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
CAREY FINANCIAL, LLC AMENDED AND RESTATED DEALER MANAGER AGREEMENT July 17, 2015Dealer Manager Agreement • July 17th, 2015 • Carey Credit Income Fund 2016 T • New York
This Agreement is intended to cover the offer and sale of Shares by CCIF 2016 T and each additional Feeder Fund, set forth on Schedule A attached hereto as it may be amended from time to time. CCIF 2016 T and each additional Feeder Fund will offer Shares upon the terms and subject to the conditions set forth in their respective Prospectuses (as defined below). While the Master Fund will be continuously offered and have an infinite life, CCIF 2016 T and each additional Feeder Fund will have a fixed offering period of approximately one year and a finite term as set forth in its Prospectus.
FORM OF AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTConditional Reimbursement Agreement • August 16th, 2017 • Carey Credit Income Fund 2016 T • New York
This amended and restated Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this _____ day of ________________, 2017, by and between CAREY CREDIT INCOME FUND 2016 T, a Delaware statutory trust (the “Company”), and Carey Credit Advisors, LLC (“W. P. Carey”) (solely with respect to Section 4 of the Agreement) and Guggenheim Partners Investment Management, LLC (“Guggenheim” or, the “Advisor”).
INVESTMENT ADVISORY AGREEMENT BETWEEN CAREY CREDIT INCOME FUND AND CAREY CREDIT ADVISORS, LLCInvestment Advisory Agreement • May 4th, 2015 • Carey Credit Income Fund 2015 T • New York
This Investment Advisory Agreement (this “Agreement”) is made as of February 27, 2015, by and between CAREY CREDIT INCOME FUND, a Delaware statutory trust (the “Company”), and CAREY CREDIT ADVISORS, LLC, a Delaware limited liability company (the “Advisor”).
SALE AND CONTRIBUTION AGREEMENT between CAREY CREDIT INCOME FUND, as Seller and HAMILTON FINANCE LLC, as Purchaser Dated as of December 17, 2015Sale and Contribution Agreement • December 22nd, 2015 • Carey Credit Income Fund 2016 T • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of December 17, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between Carey Credit Income Fund, a Delaware statutory trust, as seller (in such capacity, the “Seller”) and Hamilton Finance LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
FORM OF SELECTED DEALER AGREEMENT WITH CAREY FINANCIAL, LLCSelected Dealer Agreement • July 17th, 2015 • Carey Credit Income Fund 2016 T
Carey Financial, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of , 2015 (the “Dealer Manager Agreement”), with Carey Credit Income Fund (the “Master Fund”), Carey Credit Income Fund 2016 T (“CCIF 2016 T”) and each additional Feeder Fund (as defined below), each a Delaware statutory trust, and receipt of a copy of the Dealer Manager Agreement is hereby acknowledged by Selected Dealer (as defined in Section 2 below).
FORM OF EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTConditional Reimbursement Agreement • May 4th, 2015 • Carey Credit Income Fund 2015 T • New York
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this [ · ] day of [ · ], 2015, by and between CAREY CREDIT INCOME FUND 2015 T, a Delaware statutory trust (the “Company”), and Carey Credit Advisors, LLC (“W. P. Carey”) and Guggenheim Partners Investment Management, LLC (“Guggenheim” and, together with W. P. Carey, the “Advisors”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • May 4th, 2015 • Carey Credit Income Fund 2015 T • New York
This Administrative Services Agreement (this “Agreement”) is made as of February 27, 2015, 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 CAREY CREDIT ADVISORS, LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).
INVESTMENT SUB-ADVISORY AGREEMENT AMONG CAREY CREDIT ADVISORS, LLC, GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC AND CAREY CREDIT INCOME FUND (for the limited purposes set forth herein)Investment Sub • May 4th, 2015 • Carey Credit Income Fund 2015 T • New York
This Investment Sub-Advisory Agreement (this “Agreement”) is made this 27th day of February 2015, by and among CAREY CREDIT ADVISORS, LLC, a Delaware limited liability company (the “Advisor”), GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Sub-Advisor”) and CAREY CREDIT INCOME FUND, a Delaware statutory trust (the “Company”), with respect to its rights and obligations set forth in Sections 2(d), 4, 6, 8, 9, 10, 11 and 21 herein.
ORGANIZATION AND OFFERING EXPENSE REIMBURSEMENT AGREEMENTOrganization and Offering Expense Reimbursement Agreement • July 17th, 2015 • Carey Credit Income Fund 2016 T • New York
This Organization and Offering Expense Reimbursement Agreement (the “Agreement”) is made this [ · ] day of [ · ], 2015, 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”), and Carey Credit Advisors, LLC (“W. P. Carey”) and Guggenheim Partners Investment Management, LLC (“Guggenheim” and, together with W. P. Carey, the “Advisors”).
FORM OF SELECTED DEALER AGREEMENT WITH CAREY FINANCIAL, LLCSelected Dealer Agreement • April 17th, 2017 • Carey Credit Income Fund 2016 T
This Agreement is intended to cover the offer and sale of Shares by CCIF 2018 T and each additional Feeder Fund, if any, designated by the Dealer Manager on Schedule IV to this Agreement, as it may be amended from time to time, on the terms and conditions set forth in each Feeder Fund’s respective Prospectus (as defined below). While the Master Fund will be continuously offered and have an infinite life, CCIF 2018 T and each additional Feeder Fund will have a finite offering period and a finite term as set forth in its Prospectus. Under the Dealer Manager Agreement, the Dealer Manager agreed to use its best efforts to sell or cause to be sold the Shares of CCIF 2018 T and each additional Feeder Fund in such quantities and to such persons in accordance with such terms as are set forth in the Dealer Manager Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.
Exhibit A FORM OF SELECTED DEALER AGREEMENT WITH CAREY FINANCIAL, LLCDealer Agreement • November 16th, 2015 • Carey Credit Income Fund 2016 T
Carey Financial, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of July 17, 2015 (the “Dealer Manager Agreement”), with Carey Credit Income Fund (the “Master Fund”), Carey Credit Income Fund 2016 T (“CCIF 2016 T”) and each additional Feeder Fund (as defined below), each a Delaware statutory trust, and receipt of a copy of the Dealer Manager Agreement is hereby acknowledged by Selected Dealer (as defined in Section 2 below).
CUSTODY AGREEMENTCustody Agreement • May 4th, 2015 • Carey Credit Income Fund 2015 T • Massachusetts
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of February 27, 2015 and is by and between Carey Credit Income Fund (and any successor or permitted assign, “CCIF”), a limited liability company organized under the laws of the State of Delaware, having its principal place of business at 50 Rockefeller Plaza, New York, NY 10020, Carey Credit Income Fund 2015 A (and any successor or permitted assign, “CCIF 2015 A”), having its principal place of business at 50 Rockefeller Plaza, New York, NY 10020, and Carey Credit Income Fund 2015 T, having its principal place of business at 50 Rockefeller Plaza, New York, NY 10020, (and any successor or permitted assigns, “CCIF 2015 T”, and together with CCIF and CCIF 2015 A, the “Companies”), and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Boston, MA 02110.
SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT April 12, 2017Dealer Manager Agreement • April 17th, 2017 • Carey Credit Income Fund 2016 T • New York
This Agreement is intended to cover the offer and sale of Shares by each Feeder Fund set forth on Schedule A attached hereto, as it may be amended from time to time. Each Feeder Fund will offer Shares upon the terms and subject to the conditions set forth in their respective Prospectuses (as defined below). While the Master Fund will be continuously offered and have an infinite life, each Feeder Fund will have a finite offering period and a finite term as set forth in its Prospectus.
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • December 22nd, 2015 • Carey Credit Income Fund 2016 T • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated December 17, 2015 (this “Agreement”), is entered into by and among HAMILTON FINANCE LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), CAREY CREDIT INCOME FUND, a Delaware statutory trust, as Investment Manager (in such capacity, the “Investment Manager”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”), and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as collateral administrator under and for purposes of this Agreement (in such capacity, the “Collateral Administrator”).
