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 • May 24th, 2012 • Salient Midstream & MLP Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 5, 2009, 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
SALIENT MIDSTREAM & MLP FUND (a Delaware Statutory Trust) Common Shares of Beneficial Interest (Par Value $0.01 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2012 • Salient Midstream & MLP Fund • New York
Salient Midstream & MLP Fund, a Delaware statutory trust (the “Fund”) and the Fund’s investment adviser, Salient Capital Advisors, LLC, a Texas limited liability company (the “Adviser”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [NAME OF OTHER LISTED UNDERWRITERS] (“[ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, [ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE] are acting as representatives (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common shares of beneficial interest, par value $0.01 per share, of the Fund (“Common Shares”) set forth in Schedule A hereto, and (
FORM OF STANDARD DEALER AGREEMENTDealer Agreement • May 24th, 2012 • Salient Midstream & MLP Fund • New York
In connection with public offerings of securities underwritten by us, or by a group of underwriters (the “Underwriters”) represented by us, you may be offered the opportunity to purchase a portion of such securities, as principal, at a discount from the offering price representing a selling concession or reallowance granted as consideration for services rendered by you in the sale of such securities. We request that you agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in any wire or letter sent to you in connection with a particular offering, will govern all such purchases of securities and the reoffering thereof by you.
ADMINISTRATION AGREEMENTAdministration Agreement • May 24th, 2012 • Salient Midstream & MLP Fund • Ohio
AGREEMENT made as of the day of , 2012 or such earlier date as Citi shall receive an investment pursuant to this Agreement (the “Agreement”), between CITI FUND SERVICES OHIO, INC., (“CFS”), an Ohio corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and SALIENT MIDSTREAM & MLP FUND, a Delaware statutory trust having its principal place of business at 4265 San Felipe, Suite 800, Houston, Texas 77027 (the “Fund”).
GLOBAL CUSTODIAL SERVICES AGREEMENT Severally and not jointly each of the funds listed on Schedule A heretoCustodial Services Agreement • May 24th, 2012 • Salient Midstream & MLP Fund
THIS MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT is made on , 2012, by and between severally and not jointly each of the funds listed on Schedule A hereto, (each a “Client ”) and Citibank, N.A. acting through its offices located in New York (the “Custodian”). For the avoidance of doubt, this Agreement shall be treated as if each entity set forth on Schedule A had executed a separate agreement with the Custodian, and there shall be no cross-liability or cross-collateralization between such entities.
STRUCTURING FEE AGREEMENT May [—], 2012Structuring Fee Agreement • May 24th, 2012 • Salient Midstream & MLP Fund • New York
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”), by and among Salient Midstream & MLP Fund (the “Fund”), Salient Capital Advisors, LLC (the “Adviser”) 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, par value $0.01 (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.
INCENTIVE FEE AGREEMENT May [—], 2012Incentive Fee Agreement • May 24th, 2012 • Salient Midstream & MLP Fund • New York
Reference is made to the Underwriting Agreement dated May [—], 2012 (the “Underwriting Agreement”), by and among Salient Midstream & MLP Fund (the “Fund”), Salient Capital Advisors, LLC (the “Adviser”) and each of the underwriters named in Schedule A thereto, including the addressees named above (each such addressee named above for purposes of this agreement, an “Underwriter” and collectively, the “Underwriters”), with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.01 (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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 24th, 2012 • Salient Midstream & MLP Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of May [—], 2012, by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Salient Capital Advisors, LLC (the “Adviser”).
MARKETING AGENT AGREEMENTMarketing Agent Agreement • May 24th, 2012 • Salient Midstream & MLP Fund • New York
This Marketing Agent Agreement (the “Agreement”) is made as of the day of , 2012 between Patrick Capital Markets, LLC, a Missouri limited liability company (the “Marketing Agent”) and Salient Capital Advisors, LLC, a Texas limited liability company (“Salient”).
