STIFEL, NICOLAUS & COMPANY, INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • May 24th, 2011 • Salient MLP & Energy Infrastructure Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of April 1, 2009, is by and between Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus,”, “we” or “us”) and the undersigned (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 an AAU with respe
Shares SALIENT MLP & ENERGY INFRASTRUCTURE FUND COMMON SHARES, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2011 • Salient MLP & Energy Infrastructure Fund • New York
CUSTODY AGREEMENTCustody Agreement • May 24th, 2011 • Salient MLP & Energy Infrastructure Fund • Minnesota
THIS AGREEMENT is made and entered into this 16th day of May, 2011, by and between SALIENT MLP & 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”).
FUND ADMINISTRATION SERVICING AGREEMENTFund Administration Servicing Agreement • May 24th, 2011 • Salient MLP & Energy Infrastructure Fund • Wisconsin
THIS AGREEMENT is made and entered into this 16th day of May, 2011, by and between SALIENT MLP & ENERGY INFRASTRUCTURE FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • May 24th, 2011 • Salient MLP & Energy Infrastructure Fund • Wisconsin
THIS AGREEMENT is made and entered into as of this 16th day of May, 2011, by and between SALIENT MLP & 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 AGREEMENTTransfer Agent Servicing Agreement • May 24th, 2011 • Salient MLP & Energy Infrastructure Fund • Wisconsin
THIS AGREEMENT is made and entered into as of this 16th day of May, 2011, by and between SALIENT MLP & ENERGY INFRASTRUCTURE FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
ADDITIONAL COMPENSATION AGREEMENT May [ ], 2011Additional Compensation Agreement • May 24th, 2011 • Salient MLP & Energy Infrastructure Fund • New York
Reference is made to the Underwriting Agreement dated May [ ], 2011 (the “Underwriting Agreement”), by and among Salient MLP & Energy Infrastructure Fund (the “Fund”), Salient Capital Advisors, LLC (the “Adviser”), and the several Underwriters named in Schedule I thereto (each, an “Underwriter” and collectively, the “Underwriters”) for whom Stifel, Nicolaus & Company, Incorporated, RBC Capital Markets, LLC, Morgan Keegan & Company, Inc., Oppenheimer & Co., Inc., Robert W. Baird & Co. Incorporated and BB&T Capital Markets, a division of Scott & Stringfellow, LLC are acting as representatives, with
STRUCTURING FEE AGREEMENT May [ ], 2011Structuring Fee Agreement • May 24th, 2011 • Salient MLP & Energy Infrastructure Fund • New York
Reference is made to the Underwriting Agreement to be entered into (the “Underwriting Agreement”), by and among Salient MLP & Energy Infrastructure Fund (the “Fund”), Salient Capital Advisors, LLC (the “Adviser”), Stifel, Nicolaus & Company, Incorporated (the “Bank”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.01 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STIFEL, NICOLAUS & COMPANY, INCORPORATED MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • May 24th, 2011 • Salient MLP & Energy Infrastructure Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of November 10, 2009, is by and between Stifel, Nicolaus & Company, 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).
