MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 9, 2012, 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 ha
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of , 2011, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (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).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund • New York
Reference is made to the Underwriting Agreement dated September [—], 2014 (the “Underwriting Agreement”), by and among Goldman Sachs MLP and Energy Renaissance Fund (the “Fund”), Goldman Sachs Asset Management, L.P. (the “Adviser”) 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 (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.
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund • New York
This agreement is between Goldman Sachs Asset Management, L.P. (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Goldman Sachs MLP and Energy Renaissance Fund (the “Fund”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund • New York
Reference is made to the Underwriting Agreement September [—], 2014 (the “Underwriting Agreement”), by and among Goldman Sachs MLP and Energy Renaissance Fund (the “Fund”), Goldman Sachs Asset Management, L.P. (the “Adviser”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
CUSTODIAN CONTRACT BETWEEN GOLDMAN SACHS TRUST AND STATE STREET BANK AND TRUST COMPANYCustodian Contract • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund • Massachusetts
This Contract between Goldman Sachs Trust, a Massachusetts business trust, organized and existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at 4900 Sears Tower, Chicago, Illinois 60606, hereinafter called the “Trust,” and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian,”
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund
This Subscription Agreement is hereby made as of the 14th day of August, 2014, by and between Goldman Sachs MLP and Energy Renaissance Fund, a Delaware statutory trust (“Trust”) and The Goldman Sachs Group, Inc. (“Subscriber”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of September [—], 2014, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Goldman Sachs Asset Management, L.P. (“GSAM”).
FORM OF MANAGEMENT AGREEMENTManagement Agreement • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund • New York
Goldman Sachs MLP and Energy Renaissance Fund (the “Fund”) is organized as a statutory trust under the laws of the State of Delaware to engage in the business of an investment company. The Fund has selected you to act as its investment adviser and to provide certain services, as more fully set forth below, and you are willing to act as such investment adviser and administrator and to perform such services under the terms and conditions set forth in this Management Agreement (this “Agreement”). The Fund agrees with you as follows:
ENHANCED ACCOUNTING SERVICES AGREEMENTEnhanced Accounting Services Agreement • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund • Massachusetts
This Enhanced Accounting Services Agreement (“Agreement”) dated as of April 24, 2012, is by and among Goldman Sachs Trust (“GST”) and Goldman Sachs Credit Strategies Fund (“GSCSF” and, together with GST, the “Trusts”), separately and not jointly, and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”). This Agreement was effective as of April 1, 2009.
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund • New York
Reference is made to the Underwriting Agreement dated September [—], 2014 (the “Underwriting Agreement”), by and among Goldman Sachs MLP and Energy Renaissance Fund (the “Fund”), Goldman Sachs Asset Management, L.P. (“GSAM”) and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
Transfer Agency and Service Agreement Between Each of the Goldman Sachs Closed- End Investment Companies Listed on Schedule 1 (See Schedule 1 Attached Hereto) and Computershare Trust Company, N.A. and Computershare Inc.Transfer Agency and Service Agreement • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund • New York
AGREEMENT made as of the 25th day of November, 2013 by and among each of the Goldman Sachs closed-end investment companies listed on Schedule 1, severally and not jointly, each being a statutory trust, having its principal office and place of business at 200 West Street, New York, NY 10282 (each individually a “Fund” and collectively, the “Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).
