0001193125-11-126406 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • May 4th, 2011 • Salient MLP & Energy Infrastructure Fund • Minnesota

THIS AGREEMENT is made and entered into this day of April, 2011, by and between SALIENT MLP AND ENERGY INFRASTRUCTURE FUND, a Delaware statutory trust (the “Fund”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 4th, 2011 • Salient MLP & Energy Infrastructure Fund • Wisconsin

THIS AGREEMENT is made and entered into as of this day of April, 2011, by and between SALIENT MLP AND ENERGY INFRASTRUCTURE FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 4th, 2011 • Salient MLP & Energy Infrastructure Fund • Wisconsin

THIS AGREEMENT is made and entered into as of this day of February, 2011, by and between SALIENT MLP AND ENERGY INFRASTRUCTURE FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 4th, 2011 • Salient MLP & Energy Infrastructure Fund • Wisconsin

THIS AGREEMENT is made and entered into this day of April, 2011, by and between SALIENT MLP AND ENERGY INFRASTRUCTURE FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

INVESTMENT MANAGEMENT AGREEMENT SALIENT MLP & ENERGY INFRASTRUCTURE FUND
Investment Management Agreement • May 4th, 2011 • Salient MLP & Energy Infrastructure Fund • Delaware

AGREEMENT, made as of April 25, 2011 between Salient MLP & Energy Infrastructure Fund, a Delaware statutory trust (the “Fund”) and Salient Capital Advisors, LLC, a Delaware limited liability company (the “Adviser”) (the “Agreement”).

SALIENT CAPITAL ADVISORS, LLC
Advisory Fee Waiver Agreement • May 4th, 2011 • Salient MLP & Energy Infrastructure Fund

With reference to the Investment Advisory Agreement entered into by Salient Capital Advisors, LLC (the “Advisor”) and Salient MLP & Energy Infrastructure Fund (the “Fund”), on the 25th day of April, 2011, we hereby notify you as follows:

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 4th, 2011 • Salient MLP & Energy Infrastructure Fund

This Agreement is made as of the 29 day of April, 2011 between Salient Partners, L.P., a Delaware limited partnership, (“Salient Partners”), and Salient MLP & Energy Infrastructure Fund, a Delaware statutory trust (the “Fund”).

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