FORM OF MERRILL LYNCH MASTER AGREEMENT AMONG UNDERWRITERS MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN...Master Agreement Among Underwriters • August 17th, 2011 • Brookfield Global Listed Infrastructure Income Fund Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 5, 2009, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or “we”) and the party named on the signature page hereof (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
BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC. [·] Shares COMMON STOCK ($[·] PAR VALUE) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2011 • Brookfield Global Listed Infrastructure Income Fund Inc. • New York
Brookfield Global Listed Infrastructure Income Fund Inc., a Maryland corporation (the “Fund”), the Fund’s investment adviser, Brookfield Investment Management Inc., a Delaware corporation (the “Investment Adviser”) and the Fund’s investment sub-adviser, AMP Capital Brookfield (US) LLC, a Delaware limited liability company (the “Sub-Adviser” and together with the Investment Adviser, the “Advisers”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and [Names of Other Co-Leads] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided for in Section 10), for whom Merrill Lynch and [Names of Other Co-Leads] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of
FORM OF FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • August 17th, 2011 • Brookfield Global Listed Infrastructure Income Fund Inc. • Wisconsin
THIS AGREEMENT is made and entered into as of this day of August, 2011, by and between BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC., a Maryland corporation (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
FORM OF INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • August 17th, 2011 • Brookfield Global Listed Infrastructure Income Fund Inc. • New York
AGREEMENT made as of [·], by and between Brookfield Investment Management Inc., a Delaware corporation (the “Adviser”), and Brookfield Global Listed Infrastructure Income Fund Inc., a Maryland corporation (the “Fund”).
BROOKFIELD INVESTMENT MANAGEMENT INC. FORM OF FUND SUB-ADMINISTRATION SERVICING AGREEMENTFund Sub-Administration Servicing Agreement • August 17th, 2011 • Brookfield Global Listed Infrastructure Income Fund Inc. • Wisconsin
THIS AGREEMENT is made and entered into as of this day of August, 2011, by and between BROOKFIELD INVESTMENT MANAGEMENT INC., (“BIM”) with respect to Brookfield Global Listed Infrastructure Income Fund, Inc.(the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
FORM OF MERRILL LYNCH STANDARD DEALER AGREEMENT Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters New York, N.Y.10800 FORM OF STANDARD DEALER AGREEMENTStandard Dealer Agreement • August 17th, 2011 • Brookfield Global Listed Infrastructure Income Fund Inc. • New York
In connection with public offerings of securities underwritten by us, or by a group of underwriters (the “Underwriters”) represented by us, you may be offered the opportunity to purchase a portion of such securities, as principal, at a discount from the offering price representing a selling concession or reallowance granted as consideration for services rendered by you in the sale of such securities. We request that you agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in any wire or letter sent to you in connection with a particular offering, will govern all such purchases of securities and the reoffering thereof by you.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 17th, 2011 • Brookfield Global Listed Infrastructure Income Fund Inc.
This Agreement is made as of the 18th day of July, 2011 between Brookfield Global Listed Infrastructure Income Fund Inc., a Maryland corporation (the “Fund”), and Brookfield Investment Management Inc., a corporation of the state of Delaware (the “Subscriber”).
FORM OF CUSTODY AGREEMENTCustody Agreement • August 17th, 2011 • Brookfield Global Listed Infrastructure Income Fund Inc. • Minnesota
THIS AGREEMENT is made and entered into as of day of August, 2011, by and between BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC., a Maryland corporation, (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”).
FORM OF TRANSFER AGENT SERVICING AGREEMENTTransfer Agent Servicing Agreement • August 17th, 2011 • Brookfield Global Listed Infrastructure Income Fund Inc. • Wisconsin
THIS AGREEMENT is made and entered into as of this day of August, 2011, by and between BROOKFIELD GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC., a Maryland corporation (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
FORM OF INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • August 17th, 2011 • Brookfield Global Listed Infrastructure Income Fund Inc. • New York
AGREEMENT made as of [·], by and among Brookfield Investment Management Inc., a Delaware corporation (the “Adviser”), Brookfield Global Listed Infrastructure Income Fund Inc., a Maryland corporation (the “Fund”) solely with respect to Section 10(b) of this Agreement, and AMP Capital Brookfield (US) LLC, a Delaware limited liability company (the “Sub-Adviser”).
FORM OF ADMINISTRATION AGREEMENTAdministration Agreement • August 17th, 2011 • Brookfield Global Listed Infrastructure Income Fund Inc.
THIS AGREEMENT is made as of the [·] day of [·], 2011, by and between Brookfield Global Listed Infrastructure Income Fund Inc., a Maryland corporation (the “Fund”), and Brookfield Investment Management Inc., a Delaware corporation (the “Administrator”);
