0001570335-17-000073 Sample Contracts

PATHWAY CAPITAL OPPORTUNITY FUND, INC. FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • October 30th, 2017 • Pathway Energy Infrastructure Fund, Inc. • Delaware
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Form of Expense Limitation Agreement
Expense Limitation Agreement • October 30th, 2017 • Pathway Energy Infrastructure Fund, Inc. • New York

This Expense Limitation Agreement (the “Agreement”) is entered into this [ ] day of October, 2017, by and between Pathway Capital Opportunity Fund, Inc. (the “Fund”) and Pathway Capital Opportunity Fund Management, LLC (the “Adviser”).

FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • October 30th, 2017 • Pathway Energy Infrastructure Fund, Inc. • New York

This Shareholder Servicing Agreement (the “Agreement”) is made as of ___________, 20[_], by and between the Pathway Capital Opportunity Fund, Inc., a Maryland corporation registered as a closed-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and herein referred to as the “Fund,” and [_____________________] (the “Authorized Service Provider”) solely for the purpose of providing administrative services, as provided below:

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