UBS SECURITIES LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of January 2, 2019, is by and between UBS Securities LLC (“we”) and the party named on the signature page hereto (an “Underwriter,” as defined in Section 1.1 hereof, or “you”).
Par Value $0.001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund • New York
Aberdeen Standard Global Infrastructure Income Fund, a statutory trust organized under the laws of the State of Maryland (the “Fund”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”) an aggregate of [ ] common shares of beneficial interest (the “Firm Shares”), par value $0.001 per share (the “Common Shares”), of the Fund. In addition, solely for the purpose of covering over-allotments, the Fund proposes to grant to the Underwriters the option to purchase from the Fund up to an additional [ ] Common Shares (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is defined below. UBS Securities LLC, [ ] and [ ] (the “Managing Representatives”) will act as managing representatives for the Underwriters in connection with the issuance and sale of the Shares.
UBS SECURITIES LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of January 4, 2019, is by and between UBS Securities LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund • New York
This agreement (the “Agreement”) is between Aberdeen Standard Investments Inc. (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Aberdeen Standard Global Infrastructure Income Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated [ ], 2020 (the “Underwriting Agreement”), by and among the Fund, the Company, and each of the Underwriters named therein, severally, with respect to the issuance and sale of the Fund’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), as described therein (the “Offering”) .
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund • New York
Reference is made to the Underwriting Agreement, dated [ ], 2020, by and among Aberdeen Standard Global Infrastructure Income Fund (the “Fund”), Aberdeen Standard Investments Inc. and each of the respective underwriters named therein (the “Underwriting Agreement”) relating to the Offering (as defined below). This agreement (the “Agreement”) is between Aberdeen Standard Investments Inc. (including any successor or assign by merger or otherwise, the “Company”) and each qualifying underwriter listed on Schedule I hereto (each a “Qualifying Underwriter”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
AMENDMENT TO AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund
This Amendment to Amended and Restated Custodian Agreement (the “Amendment”) is made as June 1, 2015, by and among each Fund (as defined below) and State Street Bank and Trust Company, a Massachusetts trust company (“Custodian”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2020 (the “Underwriting Agreement”), by and among Aberdeen Standard Global Infrastructure Income Fund (the “Fund”), Aberdeen Standard Investments Inc. (the “Investment Manager”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
SUBADVISORY AGREEMENTSubadvisory Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund • Delaware
THIS AGREEMENT is made and entered into as of the 19th day of June, 2020 by and among Aberdeen Standard Global Infrastructure Income Fund (the “Fund”), a Maryland statutory trust, ABERDEEN STANDARD INVESTMENTS INC. (the “Adviser”), a Delaware corporation, registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and ABERDEEN ASSET MANAGERS LIMITED (the “Subadviser”), a Scottish company, also registered under the Advisers Act.
FORM OF AMENDMENT TO MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund
THIS AMENDMENT TO THE MASTER CUSTODIAN AGREEMENT (the “Amendment”) is made and entered into as of March 5, 2014 by and among the funds that are parties to the Master Custodian Agreement dated as of June 1, 2010, as amended (the “Agreement”) as listed on Appendix A, which shall be amended from time to time (the “Fund Parties”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
Sixth Amendment to Transfer Agency and Service AgreementAgency and Service Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund
THIS SIXTH AMENDMENT (“Amendment”), effective as of July 31, 2020 (“Effective Date”), is to the Transfer Agency and Service Agreement made as of July 23, 2010, as amended, (the “Agreement”) by and between each of Aberdeen Australia Equity Fund, Inc., Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Japan Equity Fund, Inc., Aberdeen Income Credit Strategies Fund, The India Fund, Inc., Aberdeen Global Dynamic Dividend Fund, Aberdeen Global Premier Properties Fund, and Aberdeen Total Dynamic Dividend Fund (each, a “Company” and collectively, the “Companies”) and Computershare Trust Company, N.A. and Computershare Inc., (collectively, the “Transfer Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
Ladies and Gentlemen: Reference is made to the Amended and Restated Master Custodian Agreement dated as of June 1, 2010, as amended, (the “Agreement”), between each management investment company identified on Appendix A thereto and State Street Bank...Master Custodian Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund
This letter is to provide notice of the establishment of a new closed-end management investment company, Aberdeen Standard Global Infrastructure Income Fund. In accordance with Section 21.5 (Additional Funds) of the Agreement, the undersigned Fund hereby requests that your bank act as Custodian for the aforementioned new fund under the terms of the Agreement effective upon its commencement of operations.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2020 (the “Underwriting Agreement”), by and among Aberdeen Standard Global Infrastructure Income Fund (the “Fund”), Aberdeen Standard Investments Inc. (the “Company”) and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s common shares of beneficial interest, $0.001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2020 (the “Underwriting Agreement”), by and among Aberdeen Standard Global Infrastructure Income Fund (the “Fund”), Aberdeen Standard Investments Inc. (the “Adviser”)[, Aberdeen Asset Managers Limited (the “Subadviser”)], Stifel, Nicolaus & Company, Incorporated (“Stifel”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, $0.001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 28th, 2020 • Aberdeen Standard Global Infrastructure Income Fund • New York
This agreement (the “Agreement”) is between Aberdeen Standard Investments Inc. (including any successor or assign by merger or otherwise, the “Company”) and Oppenheimer & Co. Inc. (“Oppenheimer”) with respect to the Aberdeen Standard Global Infrastructure Income Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated [ ], 2020 (the “Underwriting Agreement”), by and among the Fund, the Company and each of the Underwriters named therein, severally, with respect to the issuance and sale of the Fund’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), as described therein (the “Offering”).
