MERRILL LYNCH, PIERCE, FENNER & SMITH 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 • June 21st, 2013 • Clearbridge American Energy MLP Fund Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 9, 2012, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” 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 ha
CUSTODIAN SERVICES AGREEMENTCustodian Services Agreement • June 21st, 2013 • Clearbridge American Energy MLP Fund Inc.
THIS AGREEMENT is made as of October 5, 2012 by and among each Fund (as defined below) on behalf of each of its Portfolios (as defined below) and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • June 21st, 2013 • Clearbridge American Energy MLP Fund Inc. • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of , 2011, is by and between Merrill Lynch, Pierce, Fenner & Smith 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).
CLEARBRIDGE AMERICAN ENERGY MLP FUND INC. [—] Shares of Common Stock (Par Value $0.001 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2013 • Clearbridge American Energy MLP Fund Inc. • New York
ClearBridge American Energy MLP Fund Inc., a Maryland corporation (the “Fund”) and the Fund’s investment adviser, Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Investment Adviser”) and its investment sub-adviser, ClearBridge Investments, LLC, a Delaware limited liability company (the “Sub-Adviser” and together with the Investment Adviser, the “Advisers”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [NAME OF OTHER LISTED UNDERWRITERS] (“[ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, [ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE] are acting as representatives (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Fund and the purchase by the Un
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 21st, 2013 • Clearbridge American Energy MLP 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 American Energy MLP Fund Inc. (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 21st, 2013 • Clearbridge American Energy MLP Fund Inc. • New York
Reference is made to the Underwriting Agreement dated June [—], 2013 (the “Underwriting Agreement”), by and among ClearBridge American Energy MLP Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Adviser”), ClearBridge Investments, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FUND ACCOUNTING SERVICES AGREEMENTFund Accounting Services Agreement • June 21st, 2013 • Clearbridge American Energy MLP Fund Inc.
THIS AGREEMENT is made as of October 5, 2012 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Fund Accounting Agent”), and each Fund (as defined below) on behalf of each of its Portfolios (as defined below).
TRANSFER AGENCY AND SERVICES AGREEMENTTransfer Agency and Services Agreement • June 21st, 2013 • Clearbridge American Energy MLP 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 21st, 2013 • Clearbridge American Energy MLP Fund Inc. • New York
Reference is made to the Underwriting Agreement dated June [—], 2013 (the “Underwriting Agreement”), by and among ClearBridge American Energy MLP Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Company”), ClearBridge Investments, LLC and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 21st, 2013 • Clearbridge American Energy MLP Fund Inc. • New York
Reference is made to the Underwriting Agreement dated June [—], 2013 (the “Underwriting Agreement”), by and among ClearBridge American Energy MLP Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Company”), ClearBridge Investments, 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 21st, 2013 • Clearbridge American Energy MLP Fund Inc. • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of June [—], 2013 by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Legg Mason Partners Fund Advisor, LLC (the “Investment Manager”).
