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 • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of August 2, 2012, is by and between UBS Securities LLC (“UBS,” or “we”) and the party named on the signature page hereto (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 to such
ARES DYNAMIC CREDIT ALLOCATION FUND, INC. [·] Shares of Common Stock Par Value $0.001 Per Share FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
Ares Dynamic Credit Allocation Fund, Inc., a corporation organized and existing under and by virtue of the laws of the State of Maryland (the “Fund”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (collectively with any underwriter substituted as provided in Section 8 hereof, the “Underwriters”) an aggregate of [·] shares of common stock (the “Firm Shares”), par value $0.001 per share (the “Common Shares”), of the Fund. In addition, solely for the purpose of covering over-allotments, the Fund proposes to grant to the Underwriters the option to purchase from the Fund up to an additional [·] Common Shares (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is defined below. UBS Securities LLC, [·] and [·] (the “Managing Representatives”) will act as managing representatives for the Underwriters in connection with the iss
UBS Securities LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of May 23, 2012, 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).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of November [•], 2012, between Barclays Capital Inc. (“Barclays”) and Ares Capital Management II LLC (the “Investment Manager”).
FORM OF STRUCTURING FEE AGREEMENTFee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This agreement is between Ares Capital Management II LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”).
STRUCTURING FEE AGREEMENT November [·], 2012Structuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”), by and among Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Investment Manager”) and each of the underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s shares of common stock, par value $0.001 (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.
FORM OF STRUCTURING FEE AGREEMENTForm of Structuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of November [·], 2012, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Ares Capital Management II LLC (the “Investment Adviser”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
Reference is made to the Underwriting Agreement, dated November [·], 2012 (the “Underwriting Agreement”), by and among Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Investment Adviser”) and each of the Underwriters named in Schedule A thereto (the “Underwriters”), severally, with respect to the issue and sale of shares of the Fund’s common stock, 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.
FORM OF STRUCTURING FEE AGREEMENTFee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated November [·], 2012 (the “Underwriting Agreement”), by and among Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Company”) and each of the several Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s common stock (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This agreement (the “Agreement”) is between Ares Capital Management II LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement, dated as of November [·], 2012, by and among the Fund, the Company, UBS and the other underwriters party thereto.
FORM OF INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN ARES DYNAMIC CREDIT ALLOCATION FUND, INC. AND ARES CAPITAL MANAGEMENT II LLCManagement Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
This Investment Advisory and Management Agreement (the “Agreement”) is entered into as of [·], 2012, by and between ARES DYNAMIC CREDIT ALLOCATION FUND, INC. (the “Fund”), a corporation duly organized and existing under the laws of the State of Maryland, and ARES CAPITAL MANAGEMENT II LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Adviser”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 27th, 2012 • Ares Dynamic Credit Allocation Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated November [·], 2012 (the “Underwriting Agreement”), by and among Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”), Ares Capital Management II LLC (the “Adviser”) and each of the Underwriters named in Schedule A 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.
