SUBADVISORY AGREEMENTSubadvisory Agreement • September 19th, 2018 • ClearBridge Energy MLP Fund Inc. • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this 23rd 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”).
MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLCManagement Agreement • September 19th, 2018 • ClearBridge Energy MLP Fund Inc. • New York
This MANAGEMENT AGREEMENT (“Agreement”) is made this 23rd 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 • September 19th, 2018 • ClearBridge Energy MLP 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”).
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.
CREDIT AGREEMENT dated as of July 12, 2012 among CLEARBRIDGE ENERGY MLP 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 AgentCredit Agreement • February 25th, 2013 • ClearBridge Energy MLP Fund Inc.
CREDIT AGREEMENT, dated as of July 12, 2012, by and among CLEARBRIDGE ENERGY MLP 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”).
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.
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 • September 19th, 2018 • ClearBridge Energy MLP 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.
CLEARBRIDGE ENERGY MLP FUND INC. $15,000,000 2.87% Series H Senior Secured Notes due June 11, 2021 $25,000,000 3 .46% Series I Senior Secured Notes due June 11, 2025 $25,000,000 3.56% Series J Senior Secured Notes due June 11, 2027 $35,000,000 3.76%...Note Purchase Agreement • September 19th, 2018 • ClearBridge Energy MLP Fund Inc. • New York
CLEARBRIDGE ENERGY MLP 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:
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
MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring Fee Agreement • 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”).
FIRST AMENDMENT AGREEMENT Dated as of May 29, 2018 to NOTE PURCHASE AGREEMENT Dated as of June 6, 2013 of CLEARBRIDGE ENERGY MLP FUND INC.First Amendment Agreement • September 19th, 2018 • ClearBridge Energy MLP Fund Inc. • New York
Reference is made to the Note Purchase Agreement dated as June 6, 2013, by and among ClearBridge Energy MLP 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 (a) $50,000,000 aggregate principal amount of 3.65% Series A Senior Secured Notes due June 6, 2025 of the Fund were issued and of which $40,393,013.10 is presently outstanding and (b) $50,000,000 aggregate principal amount of 3.78% Series B Senior Secured Notes due June 6, 2025 of the Fund were issued and of which $40,393,013.10 is presently outstanding (the “Notes”).
CLEARBRIDGE ENERGY MLP FUND INC. UP TO 5,000,000 COMMON SHARES CAPITAL ON DEMAND™ SALES AGREEMENTSales Agreement • March 30th, 2012 • ClearBridge Energy MLP Fund Inc. • New York
ClearBridge Energy MLP Fund Inc., a Maryland corporation (the “Fund”), Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”) and ClearBridge Advisors, LLC, a Delaware limited liability company (the “Subadviser”) confirm their agreement (this “Agreement”) with JonesTrading Institutional Services LLC (“Jones”), as follows:
CREDIT AGREEMENT FOR MARGIN FINANCINGCredit Agreement • February 24th, 2012 • ClearBridge Energy MLP Fund Inc. • New York
CREDIT AGREEMENT FOR MARGIN FINANCING (this “Agreement”), dated as of July 14, 2011, by and between CLEARBRIDGE ENERGY MLP 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 “Client”), and PERSHING LLC (“Pershing”).
FORM OF CREDIT AGREEMENT dated as of [ ] among CLEARBRIDGE ENERGY MLP 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 Cave...Credit Agreement • September 19th, 2018 • ClearBridge Energy MLP Fund Inc. • New York
CREDIT AGREEMENT, dated as of May 29, 2018, among ClearBridge Energy MLP 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”).
Committed Facility AgreementCommitted Facility Agreement • February 24th, 2012 • ClearBridge Energy MLP Fund Inc. • New York
BNP PARIBAS PRIME BROKERAGE, INC. (“BNPP PB, Inc.”) 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.
AMENDMENT NO. 1 AND WAIVER NO. 1 TO LOAN DOCUMENTSLoan Documents • September 23rd, 2013 • ClearBridge Energy MLP Fund Inc. • Massachusetts
AMENDMENT NO. 1 AND WAIVER NO. 1, dated as of June 6, 2013 (this “Amendment”), to certain Loan Documents (as defined in the Credit Agreement, dated as of July 12, 2012, by and among CLEARBRIDGE ENERGY MLP FUND INC., a Maryland corporation (herein referred to as the “Borrower”), the Banks party thereto from time to time and STATE STREET BANK AND TRUST COMPANY (“State Street”), as agent for the Banks (in such capacity, the “Agent”) (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)).
FORM OF SUBSCRIPTION AGREEMENTSubscription 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”).
SECOND AMENDMENT AGREEMENT Dated as of May 29, 2018 to NOTE PURCHASE AGREEMENT Dated as of July 12, 2012 of CLEARBRIDGE ENERGY MLP FUND INC.Second Amendment Agreement • September 19th, 2018 • ClearBridge Energy MLP Fund Inc. • New York
Reference is made to the Note Purchase Agreement dated as of July 12, 2012, by and among ClearBridge Energy MLP 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 (a) $25,000,000 aggregate principal amount of 2.80% Series A Senior Secured Notes due July 12, 2015 of the Fund were issued and of which none is presently outstanding, (b) $50,000,000 aggregate principal amount of 3.53% Series B Senior Secured Notes due July 12, 2019 of the Fund were issued and of which $40,393,013.10 is presently outstanding, (c) $102,000,000 aggregate principal amount of 4.06% Series C Senior Secured Notes due July 12, 2022 of the Fund were issued and of which $82,401,746.72 is presently outstanding and (d) $90,000,000 aggregate principal amount of 4.21% Series D Senior Secured Notes due July 12, 2024 of the Fund were issued and of which $72,707,423.58
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”).
