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”).
FORM OF INVESTOR SERVICES AGREEMENTInvestor Services Agreement • August 9th, 2013 • Pathway Energy Infrastructure Fund, Inc. • New York
INVESTOR SERVICES AGREEMENT (this “Agreement”) made as of [ ], 2012 by and between Priority Senior Secured Income Fund, Inc., a Maryland corporation (hereinafter referred to as the “Corporation”), and Behringer Harvard Priority Investor Services LLC, a Delaware limited liability company (hereinafter referred to as the “Investor Services Administrator”).
FORM OF ESCROW AGREEMENTEscrow Agreement • August 9th, 2013 • Pathway Energy Infrastructure Fund, Inc. • Delaware
This Escrow Agreement (this “Agreement”) is made and entered into as of this day of , 2013 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”).
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.
