0000894189-13-006222 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 12th, 2013 • Brookfield Investment Funds • New York

AGREEMENT made as of [ ], 2013, by and between Brookfield Investment Management Inc., a Delaware corporation (the “Adviser”), and Brookfield Investment Funds, a Delaware statutory trust (the “Trust”), on behalf of its series, Brookfield U.S. Listed Real Estate Fund (the “Fund”).

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BROOKFIELD INVESTMENT FUNDS FORM OF FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • November 12th, 2013 • Brookfield Investment Funds

THIS FIRST AMENDMENT, dated as of the ___ day of ___________, 2013, to the Distribution Agreement dated as of September 20th, 2011 (the “Agreement”) is entered into by and between BROOKFIELD INVESTMENT FUNDS, a Delaware statutory trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor.”)

FORM OF PURCHASE AGREEMENT
Purchase Agreement • November 12th, 2013 • Brookfield Investment Funds

Brookfield Investment Funds (the “Trust”), a Delaware statutory trust, and Brookfield Investment Management Inc. (the “Purchaser”), a Delaware corporation, hereby agree as follows:

BROOKFIELD INVESTMENT MANAGEMENT INC. FORM OF FIRST AMENDMENT TO THE FUND SUB- ADMINISTRATION SERVICING AGREEMENT
Fund Sub-Administration Servicing Agreement • November 12th, 2013 • Brookfield Investment Funds

THIS FIRST AMENDMENT dated as of __________________ , 2013, to the Fund Sub-Administration Servicing Agreement dated as of September 20th, 2011 (the “Agreement”), is entered into by and between BROOKFIELD INVESTMENT MANAGEMENT INC., (the “Company”) with respect to the BROOKFIELD INVESTMENT FUNDS (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

BROOKFIELD INVESTMENT FUNDS FORM OF OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • November 12th, 2013 • Brookfield Investment Funds • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the [ ] day of [ ], 2013, by and between Brookfield Investment Funds, a Delaware statutory trust (the “Trust”), on behalf of the Brookfield U.S. Listed Real Estate Fund (the “Fund”) and each of the Fund’s classes of shares (each, a “Class”) listed on Appendix A, and the Fund’s investment adviser, Brookfield Investment Management Inc. (the “Adviser”).

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • November 12th, 2013 • Brookfield Investment Funds

THIS AGREEMENT is made as of the [ ] day of [ ], 2013 by and between Brookfield Investment Funds, a Delaware statutory trust (the “Trust”), on behalf of its series, Brookfield U.S. Listed Real Estate Fund (the “Fund”), and Brookfield Investment Management Inc., a Delaware corporation (the “Administrator”);

BROOKFIELD INVESTMENT FUNDS FORM OF FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • November 12th, 2013 • Brookfield Investment Funds

THIS FIRST AMENDMENT dated as of _________, 2013, to the Custody Agreement, dated as of September 20th , 2011 (the "Agreement"), is entered into by and between BROOKFIELD INVESTMENT FUNDS, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

BROOKFIELD INVESTMENT FUNDS FORM OF FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 12th, 2013 • Brookfield Investment Funds

THIS FIRST AMENDMENT, dated as of the ____ day of ________, 2013, to the Transfer Agent Servicing Agreement, dated as of September 20th, 2011 (the “Agreement”), is entered into by and between BROOKFIELD INVESTMENT FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

BROOKFIELD INVESTMENT FUNDS FORM OF FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 12th, 2013 • Brookfield Investment Funds

THIS FIRST AMENDMENT dated as of ___________, 2013, to the Fund Accounting Servicing Agreement dated as of September 20, 2013 (the “Agreement”), is entered into by and between BROOKFIELD INVESTMENT FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

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