Custody Agreement (2011)Full Document 

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CUSTODY AGREEMENT

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”).

WHEREAS the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company; and

WHEREAS, the Custodian is a bank having the qualifications prescribed in Section 26(a)(1) of the 1940 Act; and

WHEREAS, the Fund desires to retain the Custodian to act as custodian of its cash and securities; and

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Whenever used in this Agreement, the following words and phrases shall have the meanings set forth below, unless the context otherwise requires:

15.1 “Authorized Person” means any Officer or other person duly authorized by the Board of Trustees to give Written Instructions on behalf of the Fund and named in Exhibit A hereto or in such resolutions of the Board of Trustees, certified by an Officer, as may be received by the Custodian from time to time.

 

  15.2 “Board” shall mean the Board of Trustees from time to time serving under the Fund’s declaration of trust, as amended from time to time.

 

  15.3 “Book-Entry System” shall mean a federal book-entry system as provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR Part 350, or in such book-entry regulations of federal agencies as are substantially in the form of such Subpart O.

 

  15.4 “Business Day” shall mean any day recognized as a settlement day by The New York Stock Exchange, Inc., and any other day for which the Fund computes the net asset value of Shares of the Fund.

 

  15.5 “Fund Custody Account” shall mean any of the accounts in the name of the Fund, which is provided for in Section 3.2 below.


  15.6 “IRS” shall mean the Internal Revenue Service.

 

  15.7 “FINRA” shall mean the Financial Industry Regulatory Authority, Inc.

 

  15.8 “Officer” shall mean the Chairman, President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer of the Fund.

 

  15.9 “Proper Instructions” shall mean Written Instructions.

 

  15.10 “SEC” shall mean the Securities and Exchange Commission.

 

  15.11 “Securities” shall have the same meaning assigned to such term in the 1940 Act, and include, without limitation, common and preferred stocks, bonds, call options, put options, debentures, notes, bank certificates of deposit, bankers’ acceptances, mortgage-backed securities or other obligations, and any certificates, receipts, warrants or other instruments or documents representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or any similar property or assets that the Custodian has the facilities to clear and service.

 

  15.12 “Securities Depository” shall mean The Depository Trust Company and any other clearing agency registered with the SEC under Section 17A of the Securities Exchange Act of 1934, as amended (the “1934 Act”), which acts as a system for the central handling of Securities where all Securities of any particular class or series of an issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of the Securities, any successor or nominee of such clearing agency.

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