0001193125-24-088589 Sample Contracts

STANDSTILL AGREEMENT
Standstill Agreement • April 5th, 2024 • ClearBridge Energy Midstream Opportunity Fund Inc. • New York

This Agreement is entered into as of December 22, 2023 (this “Agreement” (including the exhibits hereto), by and among Saba Capital Management, L.P. (“Saba”), ClearBridge MLP and Midstream Fund Inc., a Maryland corporation (“CEM”), ClearBridge MLP and Midstream Total Return Fund Inc., a Maryland corporation (“CTR”), ClearBridge Energy Midstream Opportunity Fund Inc., a Maryland corporation (“EMO”, and together with CEM and CTR, each a “Fund” and collectively, the “Funds”), Franklin Templeton Fund Adviser, LLC (f/k/a Legg Mason Partners Fund Advisor, LLC), a Delaware limited liability company (the “Adviser”) and ClearBridge Investments, LLC (the “Sub-Adviser). Saba, the Funds, and the Adviser are here forth known as the “Parties” and each individually as a “Party”).

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FEE WAIVER AGREEMENT
Fee Waiver Agreement • April 5th, 2024 • ClearBridge Energy Midstream Opportunity Fund Inc. • New York

By this Agreement, Franklin Templeton Fund Adviser, LLC (formerly known as Legg Mason Partners Fund Advisor, LLC) (the “Adviser”) agrees to reimburse and/or waive certain fees or expenses of ClearBridge Energy Midstream Opportunity Fund Inc. (“EMO”), on the terms and subject to the conditions set forth herein.

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