PATHWAY ENERGY INFRASTRUCTURE FUND, INC. Up to $1,500,000,000 in Shares of Common Stock FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • August 9th, 2013 • Pathway Energy Infrastructure Fund, Inc. • Delaware
FORM OF ADMINISTRATION AGREEMENTAdministration Agreement • August 9th, 2013 • Pathway Energy Infrastructure Fund, Inc. • New York
AGREEMENT (this “Agreement”) made as of [ ], 2013 by and between Pathway Energy Infrastructure Fund, Inc., a Maryland corporation (hereinafter referred to as the “Corporation”), and Prospect Administration LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).
FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN PATHWAY ENERGY INFRASTRUCTURE FUND, INC. AND PATHWAY ENERGY INFRASTRUCTURE MANAGEMENT, LLCInvestment Advisory Agreement • August 9th, 2013 • Pathway Energy Infrastructure Fund, Inc. • New York
Agreement made this [ ] day of [ ] 2013, by and between Pathway Energy Infrastructure Fund, Inc., a Maryland corporation (the “Corporation”), and Pathway Energy Infrastructure Management, LLC, a Delaware limited liability company (the “Adviser”).
PATHWAY CAPITAL OPPORTUNITY FUND, INC. FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • October 30th, 2017 • Pathway Energy Infrastructure Fund, Inc. • Delaware
THIRD AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • March 31st, 2016 • Pathway Energy Infrastructure Fund, Inc. • New York
This Third Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 30th day of March, 2016, by and among Pathway Energy Infrastructure Fund, Inc. (the “Fund”) and Pathway Energy Infrastructure Management, LLC (the “Adviser”).
FORM OF INVESTOR SERVICES AGREEMENTInvestor Services Agreement • February 14th, 2014 • Pathway Energy Infrastructure Fund, Inc. • New York
INVESTOR SERVICES AGREEMENT (this “Agreement”) made as of [_________], 2014 by and between Pathway Energy Infrastructure Fund, Inc., a Maryland corporation (hereinafter referred to as the “Corporation”), and Behringer Harvard Pathway Energy Investor Services LLC, a Delaware limited liability company (hereinafter referred to as the “Investor Services Administrator”).
FORM OF ESCROW AGREEMENTEscrow Agreement • February 14th, 2014 • Pathway Energy Infrastructure Fund, Inc. • Delaware
This Escrow Agreement (this “Agreement”) is made and entered into as of this day of , 2014 by and among Pathway Energy Infrastructure Fund, Inc., a Maryland corporation (the “Company”), Behringer Securities LP, a Texas limited partnership (the “Dealer Manager”), 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”).
FORM OF TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 9th, 2013 • Pathway Energy Infrastructure Fund, Inc. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of [ ], 2013 (the “Effective Date”) by and between Priority Senior Secured Income Management, LLC, a Delaware limited liability company (the “Licensor”), and Priority Senior Secured Income Fund, Inc., a Maryland corporation (the “Corporation”) (each a “party,” and collectively, the “parties”).
FORM OF EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • September 19th, 2014 • Pathway Energy Infrastructure Fund, Inc. • New York
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this day of September, 2014, by and among Pathway Energy Infrastructure Fund, Inc. (the “Fund”) and Pathway Energy Infrastructure Management, LLC (the “Adviser”).
FORM OF TRADEMARK LICENSE AGREEMENTTrademark License Agreement • February 14th, 2014 • Pathway Energy Infrastructure Fund, Inc. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of [___], 2014 (the “Effective Date”) by and between Pathway Energy Infrastructure Management, LLC, a Delaware limited liability company (the “Licensor”), and Pathway Energy Infrastructure Fund, Inc., a Maryland corporation (the “Corporation”) (each a “party,” and collectively, the “parties”).
Form of Expense Limitation AgreementExpense Limitation Agreement • October 30th, 2017 • Pathway Energy Infrastructure Fund, Inc. • New York
This Expense Limitation Agreement (the “Agreement”) is entered into this [ ] day of October, 2017, by and between Pathway Capital Opportunity Fund, Inc. (the “Fund”) and Pathway Capital Opportunity Fund Management, LLC (the “Adviser”).
SPECIAL CUSTODY and PLEDGE AGREEMENTSpecial Custody and Pledge Agreement • November 10th, 2015 • Pathway Energy Infrastructure Fund, Inc. • New York
AGREEMENT (hereinafter “Agreement”) dated as of August 25, 2015 among U.S. Bank, N.A. in its capacity as custodian hereunder (“Custodian”), Pathway Energy Infrastructure Fund, Inc. (“Fund”), and BNP Paribas Prime Brokerage International, Ltd. (“Counterparty”).
CUSTODY AGREEMENTCustody Agreement • August 9th, 2013 • Pathway Energy Infrastructure Fund, Inc. • New York
This CUSTODY AGREEMENT (this “Agreement”) is dated as of May 6, 2013, and is by and between Pathway Energy Infrastructure Fund, Inc. (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Maryland, having its principal place of business at 10 East 40th Street, 44th Floor, New York, NY 10016, and U.S. BANK NATIONAL ASSOCIATION (and 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.
Contractu.s. Pb Agreement • November 10th, 2015 • Pathway Energy Infrastructure Fund, Inc. • New York
This U.S. PB Agreement (including all terms, schedules, supplements and exhibits attached hereto, this “Agreement”) is entered into between the customer specified below (“Customer”) and BNP Paribas Prime Brokerage International, Ltd. (“PBL”) on behalf of itself and as agent for the BNPP Entities (as defined in the Account Agreement attached as Exhibit A hereto). This Agreement sets forth the terms and conditions on which PBL will transact business with Customer. Customer and PBL, on behalf of itself and as agent for the BNPP Entities, have also entered into the Account Agreement.
FORM OF SHAREHOLDER SERVICING AGREEMENTShareholder Servicing Agreement • October 30th, 2017 • Pathway Energy Infrastructure Fund, Inc. • New York
This Shareholder Servicing Agreement (the “Agreement”) is made as of ___________, 20[_], by and between the Pathway Capital Opportunity Fund, Inc., a Maryland corporation registered as a closed-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and herein referred to as the “Fund,” and [_____________________] (the “Authorized Service Provider”) solely for the purpose of providing administrative services, as provided below:
Committed Facility AgreementCommitted Facility Agreement • November 10th, 2015 • Pathway Energy Infrastructure Fund, Inc. • New York
BNP PARIBAS PRIME BROKERAGE INTERNATIONAL, LTD., ON BEHALF OF ITSELF AND AS AGENT FOR THE BNPP ENTITIES (“PBL”) and the counterparty specified on the signature page (“Customer”), hereby enter into this Committed Facility Agreement (this “Agreement”), dated as of the date specified on the signature page.
Pathway Energy Infrastructure Management, LLCInvestment Advisory Agreement • October 21st, 2015 • Pathway Energy Infrastructure Fund, Inc. • New York
This letter is being delivered to you with respect to the Investment Advisory Agreement (the “Advisory Agreement”) to which Pathway Energy Infrastructure Fund, Inc. (the “Company”) and Pathway Energy Infrastructure Management, LLC (the “Adviser”) are parties. Pursuant to Section 2 of the Advisory Agreement, the Adviser is entitled to receive reimbursement from the Company of organization and offering expenses it has paid on behalf of the Company in an amount of up to 5.0% of the aggregate gross proceeds of the offering of the Company’s securities until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered. Pursuant to this letter, the Adviser hereby agrees to accept henceforth a maximum of 2.0% of the aggregate gross proceeds of the offering of the Company’s securities until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered.
