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 DEALER MANAGER AGREEMENT May 1, 2015Dealer Manager Agreement • May 4th, 2015 • Carey Credit Income Fund 2015 T • New York
This Agreement is intended to cover the offer and sale of Shares by CCIF 2015 T and each additional Feeder Fund, set forth on Schedule A attached hereto as it may be amended from time to time. CCIF 2015 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 2015 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.
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”).
FORM OF SELECTED DEALER AGREEMENT WITH CAREY FINANCIAL, LLCSelected Dealer Agreement • May 4th, 2015 • Carey Credit Income Fund 2015 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 2015 T (“CCIF 2015 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.
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.
