0001104659-11-054759 Sample Contracts

FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • October 4th, 2011 • Brookfield Investment Funds • Wisconsin

THIS AGREEMENT is made and entered into as of this day of , 2011, by and between BROOKFIELD INVESTMENT FUNDS, a Delaware statutory trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). BROOKFIELD INVESTMENT MANAGEMENT INC., the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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FORM OF FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 4th, 2011 • Brookfield Investment Funds • Wisconsin

THIS AGREEMENT is made and entered into as of this day of , 2011, 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”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 4th, 2011 • Brookfield Investment Funds • New York

AGREEMENT made as of [·], 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 High Yield Fund (the “Fund”).

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 4th, 2011 • Brookfield Investment Funds • New York

AGREEMENT made as of [·], by and among Brookfield Investment Management Inc., a Delaware corporation (the “Adviser”), Brookfield Investment Funds, a Delaware statutory trust (the “Trust”), on behalf of its series, Brookfield Global Listed Infrastructure 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 AGREEMENT
Administration Agreement • October 4th, 2011 • Brookfield Investment Funds

THIS AGREEMENT is made as of the [·] day of [·], 2011 by and between Brookfield Investment Funds, a Delaware statutory trust (the “Trust”), on behalf of its series, Brookfield Global High Yield Fund (the “Fund”), and Brookfield Investment Management Inc., a Delaware corporation (the “Administrator”);

BROOKFIELD INVESTMENT FUNDS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated: September 27, 2011
Agreement and Declaration of Trust • October 4th, 2011 • Brookfield Investment Funds

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Brookfield Investment Funds, a Delaware statutory trust, made as of September 27, 2011, by the undersigned Trustees.

FORM OF CUSTODY AGREEMENT
Custody Agreement • October 4th, 2011 • Brookfield Investment Funds • Minnesota

THIS AGREEMENT is made and entered into as of this day of , 2011, by and between BROOKFIELD INVESTMENT FUNDS, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

FORM OF TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 4th, 2011 • Brookfield Investment Funds • Wisconsin

THIS AGREEMENT is made and entered into as of this day of , 2011, 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 MANAGEMENT INC. FORM OF FUND SUB-ADMINISTRATION SERVICING AGREEMENT
Fund Sub-Administration Servicing Agreement • October 4th, 2011 • Brookfield Investment Funds • Wisconsin

THIS AGREEMENT is made and entered into as of this day of , 2011, 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 • October 4th, 2011 • Brookfield Investment Funds • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the day of , 2011, by and between Brookfield Investment Funds, a Delaware statutory trust (the “Trust”), on behalf of each series (each, a “Fund,” and collectively, the “Funds”) and each of the Funds’ classes of shares (each, a “Class”) listed on Appendix A, and the Funds’ investment adviser, Brookfield Investment Management Inc. (the “Adviser”).

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