SUBSCRIPTION AGREEMENT
This Agreement is made as of the 18th day of April, 2012 between Salient Partners, L.P., a Delaware limited partnership, (“Salient Partners”), and Salient Midstream & MLP Fund, a Delaware statutory trust (the “Fund”).
WHEREAS, the Fund wishes to sell to Salient Partners, and Salient Partners wishes to purchase from the Fund, $100,000 of common shares of beneficial interest, $.01 par value per share, of the Fund (5,000 common shares at a purchase price of $20.00 per share (collectively, the “Shares”)); and
WHEREAS, the Salient Partners is purchasing the Shares for the purpose of providing the initial capitalization of the Fund as required by the Investment Company Act of 1940;
NOW, THEREFORE, the parties hereto agree as follows:
| 1. | Simultaneously with the execution of this Agreement, Salient Partners is delivering to the Fund the amount of $100,000 in full payment for the Shares. |
| 2. | Salient Partners agrees that it is purchasing the Shares for investment and has no present intention of reselling the Shares. |
Executed as of the date first set forth above.
| SALIENT PARTNERS, L.P. | ||
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Managing Director | |
| SALIENT MIDSTREAM & MLP Fund | ||
| By: | /s/ Xxxxxxx X. Xxxx | |
| Name: | Xxxxxxx X. Xxxx | |
| Title: | Trustee, President & Chief Executive Officer | |
