ClearBridge Energy Midstream Opportunity Fund Inc. Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • January 26th, 2024 • ClearBridge Energy Midstream Opportunity Fund Inc.

This SUBADVISORY AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and ClearBridge Investments, LLC, a Delaware limited liability company (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • January 26th, 2024 • ClearBridge Energy Midstream Opportunity Fund Inc.

This MANAGEMENT AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between ClearBridge Energy Midstream Opportunity Fund Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

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Morgan Stanley & Co. Incorporated MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • June 8th, 2011 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of February 5, 2010, is by and between Morgan Stanley & Co. Incorporated (“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

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CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • August 31st, 2018 • ClearBridge Energy MLP Opportunity Fund Inc.

THIS AGREEMENT is made as of January 1, 2018 by and among each Fund (as defined below) on behalf of each of its Portfolios (as defined below) and The Bank of New York Mellon (the “Custodian”).

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Morgan Stanley & Co. Incorporated MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • June 8th, 2011 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 1, 2009, is by and between Morgan Stanley & Co. Incorporated (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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CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. UP TO 2,000,000 COMMON SHARES CAPITAL ON DEMAND™ SALES AGREEMENT
Sales Agreement • September 23rd, 2013 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

ClearBridge Energy MLP Opportunity Fund Inc., a Maryland corporation (the “Fund”), Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”) and ClearBridge Investments, LLC, a Delaware limited liability company (the “Subadviser”) confirm their agreement (this “Agreement”) with JonesTrading Institutional Services LLC (“Jones”), as follows:

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 8th, 2011 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

This agreement is between Legg Mason Partners Fund Advisor, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the ClearBridge Energy MLP Opportunity Fund Inc. (the “Fund”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 8th, 2011 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

Reference is made to the Underwriting Agreement dated —, 2011 (the “Underwriting Agreement”), by and among ClearBridge Energy MLP Opportunity Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Adviser”), ClearBridge Advisors, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of shares 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.

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CREDIT AGREEMENT dated as of February 7, 2013 among CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC., STATE STREET BANK AND TRUST COMPANY, and the other lending institutions party hereto and STATE STREET BANK AND TRUST COMPANY in its capacity as Agent
Credit Agreement • February 19th, 2013 • ClearBridge Energy MLP Opportunity Fund Inc.

CREDIT AGREEMENT, dated as of February 7, 2013, by and among CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC., a Maryland corporation that is registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company (the “Borrower”), the Banks (as hereinafter defined) party hereto from time to time and STATE STREET BANK AND TRUST COMPANY as agent for the Banks (in such capacity, the “Agent”).

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TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • June 8th, 2011 • ClearBridge Energy MLP Opportunity 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.

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SYNDICATION FEE AGREEMENT
Syndication Fee Agreement • June 8th, 2011 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

This agreement is between Legg Mason Partners Fund Advisor, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the ClearBridge Energy MLP Opportunity Fund Inc. (the “Fund”).

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TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • August 31st, 2018 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

AGREEMENT, dated as of March 14, 2016 (the “Effective Date”) by and between each of the investment companies listed on Schedule A attached hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business as listed on Schedule A, as amended from time to time, and Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Transfer Agent”) each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021. Any references herein to “the Fund” are meant to encompass each applicable Fund or any series thereof, as the context requires.

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CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. $20,000,000 3.33% Series D Senior Secured Notes due August 26, 2022 $5,000,000 3.76% Series E Senior Secured Notes due August 26, 2026 NOTE PURCHASE AGREEMENT Dated as of August 26, 2015
Note Purchase Agreement • August 31st, 2018 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC., a Maryland corporation (the “Fund”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

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CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 8th, 2011 • ClearBridge Energy MLP Opportunity 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”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 8th, 2011 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of —, 2011, by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Legg Mason Partners Fund Advisor, LLC (the “Investment Adviser”).

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Amendment No. 9 To Custodian Services Agreement
Custodian Services Agreement • January 26th, 2024 • ClearBridge Energy Midstream Opportunity Fund Inc.

This Amendment No. 9 To Custodian Services Agreement (“Amendment No. 9”), dated as of May 1, 2021 (“Effective Date’’), is being entered into by and among The Bank of New York Mellon (the “Custodian”) and each Fund identified on Exhibit A to this Amendment No. 9 on behalf of each of its Portfolios identified on Exhibit A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (as defined below).

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ClearBridge Energy MLP Opportunity Fund Inc. [ ] Shares of Common Stock ($0.001 par value) UNDERWRITING AGREEMENT
Underwriting Agreement • June 8th, 2011 • ClearBridge Energy MLP Opportunity Fund Inc. • New York
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STANDSTILL AGREEMENT
Standstill Agreement • April 5th, 2024 • ClearBridge Energy Midstream Opportunity Fund Inc. • New York

This Agreement is entered into as of December 22, 2023 (this “Agreement” (including the exhibits hereto), by and among Saba Capital Management, L.P. (“Saba”), ClearBridge MLP and Midstream Fund Inc., a Maryland corporation (“CEM”), ClearBridge MLP and Midstream Total Return Fund Inc., a Maryland corporation (“CTR”), ClearBridge Energy Midstream Opportunity Fund Inc., a Maryland corporation (“EMO”, and together with CEM and CTR, each a “Fund” and collectively, the “Funds”), Franklin Templeton Fund Adviser, LLC (f/k/a Legg Mason Partners Fund Advisor, LLC), a Delaware limited liability company (the “Adviser”) and ClearBridge Investments, LLC (the “Sub-Adviser). Saba, the Funds, and the Adviser are here forth known as the “Parties” and each individually as a “Party”).

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Amendment No. 9 To Transfer Agency and Services Agreement
Transfer Agency and Services Agreement • January 26th, 2024 • ClearBridge Energy Midstream Opportunity Fund Inc.

This Amendment No. 9 To Transfer Agency and Services Agreement (“Amendment No. 9”), dated as of March 19, 2021 (“Effective Date”), is being entered into by and between Computershare Inc. (“Computershare”), Computershare Trust Company, N.A. (“Trust Company”, and together with Computershare, “Transfer Agent”) and the investment companies listed on the signature page to this Amendment No. 9 (“each a “Fund” and collectively the “Funds”).

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CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. Series A Mandatory Redeemable Preferred Stock Series B Mandatory Redeemable Preferred Stock Series C Mandatory Redeemable Preferred Stock SECURITIES PURCHASE AGREEMENT Dated as of March 26, 2015
Securities Purchase Agreement • March 27th, 2015 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC., a Maryland corporation (the “Fund”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

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Simpson Thacher & Bartlett LLP
Merger Agreement • January 26th, 2024 • ClearBridge Energy Midstream Opportunity Fund Inc.

We refer to the Agreement and Plan of Merger, dated as of [●], 2024 (the “Merger Agreement”), [●], a Maryland corporation (the “Acquired Fund”), and ClearBridge Energy Midstream Opportunity Fund Inc., a Maryland corporation (the “Acquiring Fund”). Pursuant to the Merger Agreement, the Acquired Fund will merge with and into the Acquiring Fund (the “Merger”), with the Acquiring Fund continuing as the surviving corporation. The time at which the Merger becomes effective pursuant to Section 1.3 of the Merger Agreement is hereafter referred to as the “Effective Time.” We have acted as U.S. counsel to the Acquired Fund and the Acquiring Fund in connection with the Merger, and this opinion is being delivered pursuant to Section 7.5 of the Merger Agreement.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • May 20th, 2011 • ClearBridge Energy MLP Opportunity Fund Inc.

Subscription Agreement, dated as of May ___, 2011, between ClearBridge Energy MLP Opportunity Fund Inc., a corporation organized under the laws of Maryland (the “Fund”) and Legg Mason Inc. (the “Purchaser”).

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FIRST AMENDMENT AGREEMENT Dated as of May 29, 2018 to NOTE PURCHASE AGREEMENT Dated as of August 26, 2015 of CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC.
Note Purchase Agreement • August 31st, 2018 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

Reference is made to the Note Purchase Agreement dated as of August 26, 2015, by and among ClearBridge Energy MLP Opportunity Fund Inc., a Maryland corporation (the “Fund”), and the purchasers set forth in Schedule A thereto (said Note Purchase Agreement being referred to as the “Existing Note Agreement”) under and pursuant to which (i) $20,000,000 aggregate principal amount of 3.33% Series D Senior Secured Notes due August 26, 2022 of the Fund were issued and of which $15,668,789.81 is currently outstanding and (ii) $5,000,000 aggregate principal amount of 3.76% Series E Senior Secured Notes due August 26, 2026 of the Fund were issued and of which $3,917,197.45 is currently outstanding (collectively, the “Notes”).

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FORM OF CREDIT AGREEMENT dated as of [ ] among CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC., the Lenders party hereto and THE BANK OF NOVA SCOTIA, as the Administrative Agent THE BANK OF NOVA SCOTIA, as Lead Arranger and Bookrunner Prepared by: Bryan...
Credit Agreement • August 31st, 2018 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

CREDIT AGREEMENT, dated as of May 29, 2018, among ClearBridge Energy MLP Opportunity Fund Inc., a Maryland corporation, the Lenders party hereto, and The Bank of Nova Scotia, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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SECOND AMENDMENT AGREEMENT Dated as of May 29, 2018 to NOTE PURCHASE AGREEMENT Dated as of February 7, 2013 of CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC.
Note Purchase Agreement • August 31st, 2018 • ClearBridge Energy MLP Opportunity Fund Inc. • New York

Reference is made to the Note Purchase Agreement dated as of February 7, 2013, by and among ClearBridge Energy MLP Opportunity Fund Inc., a Maryland corporation (the “Fund”), and the purchasers set forth in Schedule A thereto (said Note Purchase Agreement being referred to as the “Original Note Agreement”) under and pursuant to which (i) $40,000,000 aggregate principal amount of 3.27% Series A Senior Secured Notes due February 7, 2020 of the Fund were issued and of which $27,420,382.17 is currently outstanding, (ii) $50,000,000 aggregate principal amount of 3.87% Series B Senior Secured Notes due February 7, 2023 of the Fund were issued and of which $34,471,337.58 is currently outstanding and (iii) $60,000,000 aggregate principal amount of 4.02% Series C Senior Secured Notes due February 7, 2025 of the Fund were issued and of which $41,522,292.99 is currently outstanding (collectively, the “Notes”). The Original Note Agreement was amended by the First Amendment Agreement dated as of Au

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FEE WAIVER AGREEMENT
Fee Waiver Agreement • April 5th, 2024 • ClearBridge Energy Midstream Opportunity Fund Inc. • New York

By this Agreement, Franklin Templeton Fund Adviser, LLC (formerly known as Legg Mason Partners Fund Advisor, LLC) (the “Adviser”) agrees to reimburse and/or waive certain fees or expenses of ClearBridge Energy Midstream Opportunity Fund Inc. (“EMO”), on the terms and subject to the conditions set forth herein.

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