Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • June 20th, 2012 • ClearBridge Energy MLP Total Return Fund Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (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
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • June 20th, 2012 • ClearBridge Energy MLP Total Return Fund Inc. • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. 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).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 20th, 2012 • ClearBridge Energy MLP Total Return Fund Inc. • New York
Reference is made to the Underwriting Agreement dated [—], 2012 (the “Underwriting Agreement”), by and among ClearBridge Energy MLP Total Return Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Investment Manager”), ClearBridge Advisors, LLC and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock (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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 20th, 2012 • ClearBridge Energy MLP Total Return Fund Inc. • New York
This agreement is between Legg Mason Partners Fund Advisor, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the ClearBridge Energy MLP Total Return Fund Inc. (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 20th, 2012 • ClearBridge Energy MLP Total Return Fund Inc. • New York
Reference is made to the Underwriting Agreement dated —, 2012 (the “Underwriting Agreement”), by and among ClearBridge Energy MLP Total Return Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Adviser”), ClearBridge Advisors, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of shares 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.
SYNDICATION FEE AGREEMENTSyndication Fee Agreement • June 20th, 2012 • ClearBridge Energy MLP Total Return Fund Inc. • New York
This agreement is between Legg Mason Partners Fund Advisor, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the ClearBridge Energy MLP Total Return Fund Inc. (the “Fund”).
TRANSFER AGENCY AND SERVICES AGREEMENTTransfer Agency and Services Agreement • June 20th, 2012 • ClearBridge Energy MLP Total Return 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.
CUSTODIAN SERVICES AGREEMENTCustodian Services Agreement • June 20th, 2012 • ClearBridge Energy MLP Total Return Fund Inc.
THIS AGREEMENT is made as of January 1, 2007 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 20th, 2012 • ClearBridge Energy MLP Total Return Fund Inc. • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of —, 2012, by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Legg Mason Partners Fund Advisor, LLC (the “Investment Adviser”).
ClearBridge Energy MLP Total Return Fund Inc. [ ] Shares of Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2012 • ClearBridge Energy MLP Total Return Fund Inc. • New York
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 20th, 2012 • ClearBridge Energy MLP Total Return Fund Inc. • New York
Reference is made to the Underwriting Agreement dated [ ], 2012 (the “Underwriting Agreement”), by and among ClearBridge Energy MLP Total Return Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Company”), ClearBridge Advisors, LLC and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares (the “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.
