FORM OF MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLCManagement Agreement • June 22nd, 2010 • ClearBridge Energy MLP Fund Inc. • New York
This MANAGEMENT AGREEMENT (“Agreement”) is made this day of June 2010, by and between ClearBridge Energy MLP Fund Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).
CUSTODIAN SERVICES AGREEMENTCustodian Services Agreement • June 22nd, 2010 • ClearBridge Energy MLP Fund Inc.
THIS AGREEMENT is made as of January 1, 2007 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
FORM OF SUBADVISORY AGREEMENTForm of Subadvisory Agreement • June 22nd, 2010 • ClearBridge Energy MLP Fund Inc. • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this day of June, 2010, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and ClearBridge Advisors, LLC, a Delaware limited liability company (the “Subadviser”).
STRUCTURING FEE AGREEMENT June [ ], 2010Structuring Fee Agreement • June 22nd, 2010 • ClearBridge Energy MLP Fund Inc. • New York
Reference is made to the Underwriting Agreement dated June [ ], 2010 (the “Underwriting Agreement”), by and among ClearBridge Energy MLP Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Manager”), ClearBridge Advisors, LLC and each of the Underwriters named in Schedule I therein, severally, with respect to the issue and sale of the Fund’s Securities (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
MASTER AGREEMENT AMONG UNDERWRITERS Registered SEC Offerings (including Multiple Syndicate Offerings), Standby Underwritings and Exempt Offerings (other than Offerings of Municipal Securities)Master Agreement • June 22nd, 2010 • ClearBridge Energy MLP Fund Inc. • New York
From time to time Salomon Smith Barney Inc. (“Salomon Smith Barney”) 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 (an “Offering”) to which this Master Agreement Among Underwriters (the “Salomon Smith Barney Master AAU”) shall apply, we will send the information set forth below in Section 1.1 to you by one or more wires, telexes, facsimile or electronic data transmissions or other written communications (each a “Wire” and collectively, an “AAU”). Each Wire will indicate that it is a Wire pursuant to the Salomon Smith Barney Master AAU. The Wire inviting you to participate in an Offering is referred to herein as the “Invitation Wire”. You and we hereby agree that by the terms hereof the provisions of this Salomo
TRANSFER AGENCY AND SERVICES AGREEMENTTransfer Agency and Services Agreement • June 22nd, 2010 • ClearBridge Energy MLP Fund Inc. • New York
AGREEMENT, dated as of March 20, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 10004 and American Stock Transfer, Inc. (“Transfer Agent”), a New York corporation with principal offices at 59 Maiden Lane, New York, New York 10038.
MASTER SELECTED DEALER AGREEMENTMaster Selected Dealer Agreement • June 22nd, 2010 • ClearBridge Energy MLP Fund Inc. • New York
In connection with registered public offerings of securities for which we are acting as manager or co-manager of an underwriting syndicate or unregistered offerings of securities for which we are acting as manager or co-manager of the initial purchasers, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group.
MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring • June 22nd, 2010 • ClearBridge Energy MLP Fund Inc. • New York
This agreement is between Legg Mason Partners Fund Advisor, LLC (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the ClearBridge Energy MLP Fund Inc. (the “Fund”).
ClearBridge Energy MLP Fund Inc. [—] Shares of Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2010 • ClearBridge Energy MLP Fund Inc. • New York
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • June 22nd, 2010 • ClearBridge Energy MLP Fund Inc.
Subscription Agreement, dated as of May 10, 2010, between ClearBridge Energy MLP Fund Inc., a corporation organized under the laws of Maryland (the “Fund”) and Legg Mason Inc. (the “Purchaser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 22nd, 2010 • ClearBridge Energy MLP Fund Inc. • New York
Reference is made to the Underwriting Agreement dated June [ ], 2010 (the “Underwriting Agreement”), by and among ClearBridge Energy MLP Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Adviser”), ClearBridge Advisors, LLC and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s Common Stock (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
ADDITIONAL COMPENSATION AGREEMENTAdditional Compensation Agreement • June 22nd, 2010 • ClearBridge Energy MLP Fund Inc. • New York
ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of June [ ], 2010 between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Legg Mason Partners Fund Advisor, LLC (“LMPFA”).
