0001570335-15-000040 Sample Contracts

SPECIAL CUSTODY and PLEDGE AGREEMENT
Special Custody and Pledge Agreement • November 10th, 2015 • Pathway Energy Infrastructure Fund, Inc. • New York

AGREEMENT (hereinafter “Agreement”) dated as of August 25, 2015 among U.S. Bank, N.A. in its capacity as custodian hereunder (“Custodian”), Pathway Energy Infrastructure Fund, Inc. (“Fund”), and BNP Paribas Prime Brokerage International, Ltd. (“Counterparty”).

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Contract
Pb Agreement • November 10th, 2015 • Pathway Energy Infrastructure Fund, Inc. • New York

This U.S. PB Agreement (including all terms, schedules, supplements and exhibits attached hereto, this “Agreement”) is entered into between the customer specified below (“Customer”) and BNP Paribas Prime Brokerage International, Ltd. (“PBL”) on behalf of itself and as agent for the BNPP Entities (as defined in the Account Agreement attached as Exhibit A hereto). This Agreement sets forth the terms and conditions on which PBL will transact business with Customer. Customer and PBL, on behalf of itself and as agent for the BNPP Entities, have also entered into the Account Agreement.

Committed Facility Agreement
Committed Facility Agreement • November 10th, 2015 • Pathway Energy Infrastructure Fund, Inc. • New York

BNP PARIBAS PRIME BROKERAGE INTERNATIONAL, LTD., ON BEHALF OF ITSELF AND AS AGENT FOR THE BNPP ENTITIES (“PBL”) and the counterparty specified on the signature page (“Customer”), hereby enter into this Committed Facility Agreement (this “Agreement”), dated as of the date specified on the signature page.

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