WELLS FARGO SECURITIES, LLC FORM OF MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • February 25th, 2013 • Brookfield Mortgage Opportunity Income Fund Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of [ ], is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) 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 have accepted an AA
FORM OF MASTER SELECTED DEALERS AGREEMENT WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • February 25th, 2013 • Brookfield Mortgage Opportunity Income Fund Inc. • New York
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 25th, 2013 • Brookfield Mortgage Opportunity Income Fund Inc. • New York
Reference is made to the Underwriting Agreement dated March [·], 2013 (the “Underwriting Agreement”), by and among Brookfield Mortgage Opportunity Income Fund Inc. (the “Fund”), Brookfield Investment Management Inc. (the “Investment Adviser”) and each of the Underwriters named on Schedule A thereto (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock, par value $0.001 (the “Common Stock”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
BROOKFIELD MORTGAGE OPPORTUNITY INCOME FUND INC. [·] shares of Common Stock $20.00 per Share FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2013 • Brookfield Mortgage Opportunity Income Fund Inc. • New York
Brookfield Mortgage Opportunity Income Fund Inc., a Maryland corporation (the “Fund”) and Brookfield Investment Management Inc., a Delaware corporation (the “Investment Adviser”), confirm their respective agreements with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo, [REPRESENTATIVES] are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Fund of a total of [•] shares of common stock, par value $0.001 per share (the “Initial Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Fund to the Underwriters, acting severally and not jointly, of the option described
