Goldman Sachs MLP Income Opportunities Fund Sample Contracts

Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • October 25th, 2013 • Goldman Sachs MLP Income Opportunities Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” 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 have accepted an AAU with

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Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • October 25th, 2013 • Goldman Sachs MLP Income Opportunities Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. 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).

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CUSTODIAN CONTRACT BETWEEN GOLDMAN SACHS TRUST AND STATE STREET BANK AND TRUST COMPANY
Custodian Contract • October 25th, 2013 • Goldman Sachs MLP Income Opportunities 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,”

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Form of 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.
Agreement • October 25th, 2013 • Goldman Sachs MLP Income Opportunities Fund • New York

AGREEMENT made as of the day of , 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).

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FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • October 25th, 2013 • Goldman Sachs MLP Income Opportunities Fund

This Subscription Agreement is hereby made as of the 17th day of October, 2013, by and between Goldman Sachs MLP Income Opportunities Fund, a Delaware statutory trust (“Trust”) and The Goldman Sachs Group, Inc. (“Subscriber”).

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FORM OF STRUCTURING FEE AGREEMENT
Fee Agreement • October 25th, 2013 • Goldman Sachs MLP Income Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated November [—], 2013 (the “Underwriting Agreement”), by and among Goldman Sachs MLP Income Opportunities 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.

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FORM OF STRUCTURING FEE AGREEMENT
Form of Structuring Fee Agreement • October 25th, 2013 • Goldman Sachs MLP Income Opportunities Fund • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of November [—], 2013, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Goldman Sachs Asset Management, L.P. (“GSAM”).

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FORM OF MANAGEMENT AGREEMENT
Management Agreement • October 25th, 2013 • Goldman Sachs MLP Income Opportunities Fund • New York

Goldman Sachs MLP Income Opportunities 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:

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ENHANCED ACCOUNTING SERVICES AGREEMENT
Enhanced Accounting Services Agreement • November 25th, 2013 • Goldman Sachs MLP Income Opportunities 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.

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FORM OF STRUCTURING FEE AGREEMENT
Fee Agreement • October 25th, 2013 • Goldman Sachs MLP Income Opportunities 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 Income Opportunities Fund (the “Fund”).

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FORM OF REVOLVING LOAN AGREEMENT dated as of [ ] among GOLDMAN SACHS MLP INCOME OPPORTUNITIES FUND, as Borrower, and The Several Lenders from Time to Time Party Hereto, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Collateral Agent, and BANK...
Assignment and Assumption • January 9th, 2014 • Goldman Sachs MLP Income Opportunities Fund • New York

This REVOLVING LOAN AGREEMENT, dated as of [ ], among GOLDMAN SACHS MLP INCOME OPPORTUNITIES FUND, a Delaware statutory trust (“Borrower”), BANK OF AMERICA, N.A. and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Collateral Agent, and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 25th, 2013 • Goldman Sachs MLP Income Opportunities Fund • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of November [•], 2013, between [•] (“[•]”) and Goldman Sachs Asset Management, L.P. (the “Investment Adviser”).

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FORM OF SYNDICATION FEE AGREEMENT
Fee Agreement • October 25th, 2013 • Goldman Sachs MLP Income Opportunities 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 Goldman Sachs MLP Income Opportunities Fund (the “Fund”).

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ENHANCED ACCOUNTING SERVICES AGREEMENT
Enhanced Accounting Services Agreement • October 25th, 2013 • Goldman Sachs MLP Income Opportunities 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.

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