UBS Securities LLC MASTER SELECTED DEALERS AGREEMENT Registered SEC Offerings and Exempt Offerings (Other than Offerings of Municipal Securities)Master Selected Dealers Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of February 5, 2010, is by and between UBS Securities LLC (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).
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. (a Maryland corporation) [-] Shares of Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
UBS Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated Wells Fargo Securities, LLC
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. Investment Management AgreementInvestment Management Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • Maryland
THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 19th day of October, 2010, by and between Kayne Anderson Midstream/Energy Fund, Inc., a Maryland corporation (hereinafter called the “Company”), and KA Fund Advisors, LLC, a Delaware limited liability company (hereinafter called the “Manager”).
FORM OF FUND ACCOUNTING AGREEMENTFund Accounting Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • Ohio
THIS AGREEMENT is made as of this 19th day of October, 2010, by and between KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. (the “Fund”), a Maryland corporation having its principal place of business at 717 Texas Avenue, Suite 3100, Houston, Texas 77002 and ULTIMUS FUND SOLUTIONS, LLC (“Ultimus”), a limited liability company organized under the laws of the State of Ohio and having its principal place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
UBS SECURITIES LLC Master Agreement Among UnderwritersMaster Agreement Among Underwriters • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
We hereby agree that this Master Agreement Among Underwriters (this “Agreement”) will apply to our participation in offerings of securities where you act as Manager or one of the Managers of the underwriting syndicate (including offerings subject to competitive bidding where you act as Representative of a group of bidders or purchasers). The issuer of the securities is referred to as the “Company”, the seller of any such securities other than the Company is referred to as the “Seller” and such securities are referred to as the “Securities”.
FORM OF ADMINISTRATION AGREEMENTAdministration Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • Ohio
THIS AGREEMENT is made as of this 19 day of October, 2010, by and between KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC., a Maryland corporation (the “Fund”), and ULTIMUS FUND SOLUTIONS, LLC (“Ultimus”), a limited liability company organized under the laws of the State of Ohio.
GLOBAL CUSTODY AGREEMENT BETWEEN KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. AND JPMORGAN CHASE BANK, N.A.Global Custody Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.
SPECIAL CUSTODY ACCOUNT AGREEMENT (Cash Sweep)Special Custody Account Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
AGREEMENT (this “Agreement”), dated as of October 8, 2010, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, in its capacity as Custodian hereunder (“Custodian”), Kayne Anderson Midstream/Energy Fund, Inc. (“Customer”) and J.P. MORGAN CLEARING CORP. (“Broker”).
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • October 25th, 2010 • Kayne Anderson Midstream/Energy Fund, Inc. • Delaware
This Subscription Agreement (this “Agreement”) is made this 18th day of October, 2010, by and between Kayne Anderson Midstream/Energy Fund, Inc., a Maryland corporation (the “Company”), and KA Fund Advisors, LLC, a Delaware limited liability company (the “Subscriber”).
