Angel Oak Dynamic Financial Strategies Income Term Trust Sample Contracts

UBS SECURITIES LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • June 25th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of January 2, 2019, is by and between UBS Securities LLC (“we”) and the party named on the signature page hereto (an “Underwriter,” as defined in Section 1.1 hereof, or “you”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 25th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York

Reference is made to the Underwriting Agreement dated [ ], 2020 (the “Underwriting Agreement”), by and among Angel Oak Dynamic Financial Strategies Income Term Trust (the “Fund”), Angel Oak Capital Advisors, LLC (the “Investment Manager”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 15th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York

THIS AGREEMENT is made and entered as of the last date on the signature page into by and between ANGEL OAK DYNAMIC FINANCIAL STRATEGIES INCOME TERM TRUST a Delaware statutory trust (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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ANGEL OAK DYNAMIC FINANCIAL STRATEGIES INCOME TERM TRUST [ ] Common Shares of Beneficial Interest Par Value $0.001 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • June 25th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York
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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 25th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York

This agreement (the “Agreement”) is between Angel Oak Capital Advisors, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Angel Oak Dynamic Financial Strategies Income Term Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated [ ], 2020 (the “Underwriting Agreement”), by and among the Fund, the Company, and each of the Underwriters named therein, severally, with respect to the issuance and sale of the Fund’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), as described therein (the “Offering”) .

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CUSTODY AGREEMENT
Custody Agreement • May 15th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York

THIS AGREEMENT is made and entered as of the last date on the signature page into by and between ANGEL OAK DYNAMIC FINANCIAL STRATEGIES INCOME TERM TRUST, a Delaware statutory trust (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

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SECONDARY MARKET SUPPORT SERVICES AGREEMENT
Secondary Market Support Services Agreement • June 25th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • Delaware

This Agreement is made as of January 27, 2020, by and among Angel Oak Dynamic Financial Strategies Income Term Trust, a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and organized as a Delaware statutory trust (“Fund”), Angel Oak Capital Advisors, LLC, a Delaware limited liability company (“Adviser”), and Destra Capital Advisors LLC, a Delaware limited liability company (“Destra”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 25th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York

Reference is made to the Underwriting Agreement, dated [ ], 2020, by and among Angel Oak Dynamic Financial Strategies Income Term Trust (the “Fund”), Angel Oak Capital Advisors, LLC and each of the respective underwriters named therein (the “Underwriting Agreement”) relating to the Offering (as defined below). This agreement (the “Agreement”) is between Angel Oak Capital Advisors, LLC (including any successor or assign by merger or otherwise, the “Company”) and each qualifying underwriter listed on Schedule I hereto (each a “Qualifying Underwriter”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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ANGEL OAK DYNAMIC FINANCIAL STRATEGIES INCOME TERM TRUST INVESTMENT ADVISORY AGREEMENT with ANGEL OAK CAPITAL ADVISORS, LLC
Investment Advisory Agreement • May 15th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 12th day of May, 2020, by and between Angel Oak Dynamic Financial Strategies Income Term Trust, a Delaware statutory trust (hereinafter called the “Fund”) and Angel Oak Capital Advisors, LLC, a Delaware limited liability corporation (hereinafter called the “Adviser”).

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UBS SECURITIES LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • June 25th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of January 4, 2019, is by and between UBS Securities 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).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 25th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York

This agreement (the “Agreement”) is between Angel Oak Capital Advisors, LLC (including any successor or assign by merger or otherwise, the “Company”) and Oppenheimer & Co. Inc. (“Oppenheimer”) with respect to the Angel Oak Dynamic Financial Strategies Income Term Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated [ ], 2020 (the “Underwriting Agreement”), by and among the Fund, the Company and each of the Underwriters named therein, severally, with respect to the issuance and sale of the Fund’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), as described therein (the “Offering”).

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DISTRIBUTION ASSISTANCE AGREEMENT
Distribution Assistance Agreement • June 25th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • Delaware

This Distribution Assistance Agreement (the “Agreement”) is made as of January 14th, 2020, by and among Angel Oak Capital Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Destra Capital Investments LLC, a Delaware limited liability company (“Destra”).

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ANGEL OAK DYNAMIC FINANCIAL STRATEGIES INCOME TERM TRUST OPERATING EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 15th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT, dated as of May 12, 2020, is made and entered into by and between the Angel Oak Dynamic Financial Strategies Income Term Trust, a Delaware statutory trust (the “Trust” or the “Fund”), and Angel Oak Capital Advisors, LLC (the “Adviser”).

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FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 15th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York

THIS AGREEMENT is made and entered as of the last date on the signature pages into by and between ANGEL OAK DYNAMIC FINANCIAL STRATEGIES INCOME TERM TRUST, a Delaware statutory trust (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 25th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York

Reference is made to the Underwriting Agreement dated [ ], 2020 (the “Underwriting Agreement”), by and among Angel Oak Dynamic Financial Strategies Income Term Trust (the “Fund”), Angel Oak Capital Advisors, LLC (the “Company”) and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s common shares of beneficial interest, $0.001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 25th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York

Reference is made to the Underwriting Agreement dated [ ], 2020 (the “Underwriting Agreement”), by and among Angel Oak Dynamic Financial Strategies Income Term Trust (the “Fund”), Angel Oak Capital Advisors, LLC (the “Adviser”), Keefe, Bruyette & Woods, Inc. (“KBW”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, $0.001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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Amended and Restated Consulting Agreement
Consulting Agreement • June 25th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust

THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the 11th day of March, 2020, by and between ANGEL OAK CAPITAL ADVISORS, LLC, a Delaware limited liability company with its principal place of business located at 3344 Peachtree Rd, Suite 1725, Atlanta, GA 30326 (“Angel Oak”), ARBOR LANE ADVISORS, INC., a New York corporation, with its principal place of business located at 15 Arbor Lane, Dix Hills, NY 11746 (“Consultant”), and CLICKIPO SECURITIES, LLC, a Nevada limited liability company with its principal place of business located at 8601 N. Scottsdale Road, Suite 335, Scottsdale, Arizona 85253 (“ClickIPO”), and sets forth the terms and conditions governing the relationship between Angel Oak and the Consultant. This Agreement amends and restates that certain Consulting Agreement, dated as of March 8, 2019, by and between Angel Oak and the Consultant (the “Prior Agreement”).

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 15th, 2020 • Angel Oak Dynamic Financial Strategies Income Term Trust • New York

THIS AGREEMENT is made and entered as of the last date on the signature page into by and between ANGEL OAK DYNAMIC FINANCIAL STRATEGIES INCOME TERM TRUST, a Delaware statutory trust (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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