REGISTRATION RIGHTS AGREEMENT



 Exhibit 4.1 
 EXECUTION VERSION 
 REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 2, 2012, by and among DCP
Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and the Purchasers listed on the signature pages to this Agreement (each, a “Purchaser” and collectively, the
“Purchasers”). 
 WHEREAS, this Agreement is made in connection with the Closing and the Subsequent Closing, if
any, of the issuance and sale of the Purchased Units pursuant to the Common Unit Purchase Agreement, dated as of June 25, 2012, by and among the Partnership and the Purchasers (the “Purchase Agreement”); 

WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the
Purchasers pursuant to the Purchase Agreement; and 
 WHEREAS, it is a condition to the obligations of each Purchaser and the
Partnership under the Purchase Agreement that this Agreement be executed and delivered. 
 NOW THEREFORE, in consideration of
the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows: 

ARTICLE I 

DEFINITIONS 
 Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as so
defined: 
 “Affiliate” means, with respect to a specified Person, any other Person, whether now in existence
or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings,
“controlling,” “controlled by,” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise. 
 “Agreement” has the meaning specified therefor in the
introductory paragraph. 
 “Commission” means the United States Securities and Exchange Commission. 

“Common Units” means the Common Units of the Partnership representing limited partner interests therein. 

“Effectiveness Period” has the meaning specified therefor in Section 2.01(a) of this Agreement. 







 “General Partner” means DCP Midstream GP, LP, a Delaware limited
partnership, the general partner of the Partnership. 
 “Holder” means the record holder of any Registrable
Securities. 
 “Included Registrable Securities” has the meaning specified therefor in
Section 2.02(a) of this Agreement. 
 “Liquidated Damages” has the meaning specified therefor in
Section 2.01(b) of this Agreement. 
 “Liquidated Damages Multiplier” means the product of $35.55
times the number of Common Units purchased by such Purchaser that may not be disposed of without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect under the
Securities Act. 
 “Losses” has the meaning specified therefor in Section 2.08(a) of this
Agreement. 
 “Managing Underwriter” means, with respect to any Underwritten Offering, the book-running lead
manager of such Underwritten Offering. 
 “NYSE” means The New York Stock Exchange, Inc. 

“Opt Out Notice” has the meaning specified therefor in Section 2.02(a) of this Agreement. 

“Other Holders” has the meaning specified therefor in Section 2.02(b) of this Agreement. 

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited
liability company, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity. 
 “Purchase Agreement” has the meaning specified therefor in the Recitals of this Agreement. 
 “Purchaser” and “Purchasers” have the meanings specified therefor in the introductory paragraph of this Agreement. 

“Registrable Securities” means: (i) the Common Units comprising the Purchased Units and (ii) any Common Units
issued as Liquidated Damages pursuant to Section 2.01 of this Agreement, if any, all of which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof. 

“Registration Expenses” has the meaning specified therefor in Section 2.07(b) of this Agreement. 

“Selling Expenses” has the meaning specified therefor in Section 2.07(b) of this Agreement. 

  
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 “Selling Holder” means a Holder who is selling Registrable Securities
pursuant to a registration statement. 
 “Underwritten Offering” means an offering (including an offering
pursuant to a Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks. 

Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security when (a) a
registration statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; (b) such
Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in force under the Securities Act); (c) such Registrable Security is held by the Partnership or one of its subsidiaries or Affiliates;
(d) such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities; or (e) such Registrable Security becomes
eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming the Holder of such Registrable Security is
not an Affiliate of the Partnership. 
 ARTICLE II 
 REGISTRATION RIGHTS 
 Section 2.01 Registration. 

(a) Effectiveness Deadline. No later than 15 days following the Closing Date, the Partnership shall prepare and file a
registration statement under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 of the Securities Act with respect to all of the Registrable Securities (the
“Registration Statement”). The Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership so long as it permits
the continuous offering of the Registrable Securities pursuant to Rule 415 of the Securities Act or such other rule as is then applicable at the then prevailing market prices. The Partnership shall use its commercially reasonable efforts to cause
the Registration Statement to become effective on or as soon as practicable after the Closing Date. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the
Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01(a) to be
effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be
Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable
requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not


  
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misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date
that the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of the Registration Statement. 

(b) Failure To Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective
within 90 days after Closing, then each Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such Purchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day
period for the first 60 days following the 90th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period for each subsequent 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day
period (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten Business Days after the end of each such 30-day period. Any Liquidated Damages shall be
paid to each Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other
debt instrument filed as exhibits to the SEC Documents, then the Partnership shall pay such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of any such
Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Registration Statement prior to
its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE (or such other market on which the Registrable Securities
are then listed and traded) to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume weighted average price of
the Common Units on the NYSE for the ten trading days immediately preceding the date on which the Liquidated Damages payment is due. The accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement
becoming effective or (ii) when such Holder no longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the
Partnership is unable to cause a Registration Statement to go effective within 90 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver
of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. 

(c) Termination of Purchaser’s Rights. A Purchaser’s rights (and any transferee’s rights pursuant to
Section 2.11) under this Section 2.01 shall terminate upon the termination of the Effectiveness Period. 

Section 2.02 Piggyback Rights. 
 (a) Participation. If the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a


  
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prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included
without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another
Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to,
notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $10.0 million of the then-outstanding Registrable Securities (based on the Purchase Price per Common Unit under
the Purchase Agreement) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request
in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or
distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such
opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall
be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of
such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in
writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten
Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such
Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its
obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included
Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such
Underwritten Offering by giving written notice to the Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Partnership
requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a
Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the
Partnership pursuant to this Section 2.02(a). The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof. 

  
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 (b) Priority. If the Managing Underwriter or Underwriters of any proposed
Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons intend to include in
such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be
included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated
(i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are
neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product
of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such
Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are
participating in the Underwritten Offering. 
 (c) Termination of Piggyback Registration Rights. Each Holder’s
rights under Section 2.02 shall terminate upon such Holder (together with its Affiliates) ceasing to hold at least $10.0 million of Registrable Securities (based on the Purchase Price per Common Unit under the Purchase Agreement).

 Section 2.03 Delay Rights. 
 (a) Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the
Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement or other registration statement contemplated by this
Agreement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or other registration statement contemplated by this Agreement) if (i) the Partnership is pursuing an
acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any
required disclosure of such transaction in the Registration Statement or other registration statement contemplated by this Agreement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such
time, in the good faith judgment of the Partnership, would materially adversely affect the Partnership; provided, however, in no event shall the Purchasers be suspended for a period that exceeds an aggregate of 60 days in any 180-day period
or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up 

  
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agreement executed by a Purchaser in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall
provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into
effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. 
 (b) Additional Rights to Liquidated Damages. If (i) the Holders shall be prohibited from selling their Registrable Securities under the Registration Statement as a result of a suspension
pursuant to Section 2.01(e) of this Agreement in excess of the periods permitted therein or (ii) the Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective
or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to the Registration Statement, a supplement to the prospectus or a report filed with the Commission pursuant to Sections 13(a), 13(c), 14 or l5(d) of
the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and
declared effective, if applicable, the Partnership shall owe the Holders an amount equal to the Liquidated Damages, following (x) the date on which the suspension period exceeded the permitted period under Section 2.01(e) of this
Agreement or (y) the day after the Registration Statement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty. For purposes of this paragraph, a suspension shall be deemed lifted
on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages shall cease to accrue pursuant to this paragraph upon the Purchased Units of such Holder becoming eligible for resale without
restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of
Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. 

Section 2.04 Underwritten Offerings. 
 (a) General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with
an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants,
indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its
Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each
Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling
Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such 

  
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underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the
underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended
method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter;
provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The
Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering. 
 (b) No Demand Rights. Notwithstanding any other provision of this Agreement, no Holder shall be entitled to any “demand” rights or similar rights that would require the Partnership to
effect an Underwritten Offering solely on behalf of the Holders. 
 Section 2.05 Sale Procedures. In connection with
its obligations under this Article II, the Partnership will, as expeditiously as possible: 
 (a) prepare and file with the
Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for the Effectiveness Period and as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement; 
 (b) if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Registration Statement and the Managing Underwriter at any time shall notify the
Partnership in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable
Securities, the Partnership shall use its commercially reasonable efforts to include such information in such prospectus supplement; 
 (c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing the Registration Statement or any other registration statement contemplated by this Agreement or any
supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and
regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested
by such Selling Holder with respect to such information prior to filing the Registration Statement or such other registration statement or supplement or amendment thereto, and (ii) such number of copies of the Registration Statement or such
other registration statement and the prospectus included therein and any supplements and amendments thereto as such Selling Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities
covered by such Registration Statement or other registration statement; 

  
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 (d) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten
Offering, the Managing Underwriter, shall reasonably request; provided, however, that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take
any action that would subject it to general service of process in any such jurisdiction where it is not then so subject; 
 (e)
promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the filing of the Registration Statement or any other registration statement contemplated by this
Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any other registration statement contemplated by this Agreement or
any post-effective amendment thereto, when the same has become effective; and (ii) any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or
supplements to the Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement thereto; 
 (f) immediately notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which
the prospectus or prospectus supplement contained in the Registration Statement or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained therein, in the light of the circumstances under which such statement is made); (ii) the issuance or threat
of issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the
receipt by the Partnership of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice,
the Partnership agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other commercially reasonable action as is necessary to remove
a stop order, suspension, threat thereof or proceedings related thereto; 
 (g) upon request and subject to appropriate
confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including
any domestic or foreign securities exchange) relating to such offering of Registrable Securities; 

  
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 (h) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of
counsel for the Partnership, and a letter of like kind dated the date of the closing under the underwriting agreement, and (ii) a “cold comfort” letter, dated the pricing date of such Underwritten Offering and a letter of like kind
dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants who have certified the Partnership’s financial statements included or incorporated by reference into the applicable
registration statement, and each of the opinion and the “cold comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus
supplement included therein) as have been customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities by the Partnership and such other matters as
such underwriters and Selling Holders may reasonably request; 
 (i) otherwise use its commercially reasonable efforts to comply
with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 promulgated thereunder; 
 (j) make available to the appropriate representatives of the Managing
Underwriter and Selling Holders access to such information and Partnership personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, that the Partnership need not
disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Partnership; 
 (k) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the
Partnership are then listed; 
 (l) use its commercially reasonable efforts to cause the Registrable Securities to be registered
with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Partnership to enable the Selling Holders to consummate the disposition of such Registrable Securities;

 (m) provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later
than the effective date of such registration statement; 
 (n) enter into customary agreements and take such other actions as
are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities; and 
 (o) if requested by a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein
relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, 

  
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the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and (ii) make all required filings of such prospectus
supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment. 
 The Partnership will not name a Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act in any Registration Statement without such Holder’s consent. If the staff of the
Commission requires the Partnership to name any Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act, and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on the
Registration Statement, such Holder shall no longer be entitled to receive Liquidated Damages under this Agreement with respect thereto and the Partnership shall have no further obligations hereunder with respect to Registrable Securities held by
such Holder. 
 Each Selling Holder, upon receipt of notice from the Partnership of the happening of any event of the kind
described in subsection (f) of this Section 2.05, shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of
the supplemented or amended prospectus contemplated by subsection (f) of this Section 2.05 or until it is advised in writing by the Partnership that the use of the prospectus may be resumed, and has received copies of any additional
or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Partnership, such Selling Holder will, or will request the managing underwriter or underwriters, if any, to deliver to the Partnership (at the
Partnership’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such
notice. 
 Section 2.06 Cooperation by Holders. The Partnership shall have no obligation to include in the
Registration Statement, or in an Underwritten Offering pursuant to Section 2.02(a) or Section 2.03(a), Common Units of a Selling Holder who has failed to timely furnish such information that the Partnership determines, after consultation
with counsel, is reasonably required in order for the registration statement or prospectus supplement, as applicable, to comply with the Securities Act. 
 Section 2.07 Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees to enter into a customary letter agreement with underwriters
providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of
any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors
or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such
Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten
Offering or because such Holder holds less than $10.0 million of the then-outstanding Registrable Securities. 

  
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 Section 2.08 Expenses. 

(a) Expenses. The Partnership will pay all reasonable Registration Expenses as determined in good faith, including, in the case of
an Underwritten Offering, whether or not any sale is made pursuant to such Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. In
addition, except as otherwise provided in Section 2.08 hereof, the Partnership shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder. 

(b) Certain Definitions. “Registration Expenses” means all expenses incident to the Partnership’s
performance under or compliance with this Agreement to effect the registration of Registrable Securities on the Registration Statement pursuant to Section 2.01 or an Underwritten Offering covered under this Agreement, and the disposition
of such securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws (other than
fees and expenses of counsel to the Managing Underwriter in connection with an Underwritten Offering), fees of the FINRA, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes and the fees
and disbursements of counsel and independent public accountants for the Partnership, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance. “Selling
Expenses” means all underwriting fees, discounts and selling commissions or similar fees or arrangements allocable to the sale of the Registrable Securities. 
 Section 2.09 Indemnification. 
 (a) By the Partnership. In the
event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees and agents, and each
Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”, against any
losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact (in the case of any prospectus, in light of the circumstances in which such statement is made) contained in the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus
supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they 

  
 12 









 
were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending
any such Loss or actions or proceedings; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or such other registration statement contemplated by this
Agreement, or any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder. 
 (b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Partnership, the General Partner, its directors, officers, employees and agents
and each Person, if any, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the
Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Registration Statement or any other registration statement contemplated by
this Agreements, or any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount
than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification. 

(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability that it
may have to any indemnified party other than under this Section 2.08. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to
assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the
indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the
indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the
indemnified party shall have the right to select a separate counsel 

  
 13 









 
and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related
to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against it with respect to which it is entitled to
indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnified party. 

(d) Contribution. If the indemnification provided for in this Section 2.08 is held by a court or government agency of
competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the
statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar
amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the
other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by
such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this
paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to
in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation. 

(e) Other Indemnification. The provisions of this Section 2.08 shall be in addition to any other rights to
indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise. 

Section 2.10 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the
Commission that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to use its commercially reasonable efforts to: 
 (a) Make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after the date hereof;


  
 14 









 (b) File with the Commission in a timely manner all reports and other documents required of
the Partnership under the Securities Act and the Exchange Act at all times from and after the date hereof; and 
 (c) So long as
a Holder owns any Registrable Securities, furnish, unless otherwise available on EDGAR, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as
such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration. 
 Section 2.11 Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Purchasers by the Partnership under this
Article II may be transferred or assigned by any Purchaser to one or more transferee(s) or assignee(s) of such Registrable Securities; provided, however, that (a) unless such transferee is an Affiliate of such Purchaser, each such
transferee or assignee holds Registrable Securities representing at least $10 million of the Purchased Units, based on the Purchase Price per Common Unit under the Purchase Agreement, (b) the Partnership is given written notice prior to any
said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and (c) each such transferee assumes
in writing responsibility for its portion of the obligations of such Purchaser under this Agreement. 
 Section 2.12
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with
any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis that is superior in
any way to the piggyback rights granted to the Purchasers hereunder. 
 ARTICLE III 

MISCELLANEOUS 
 Section 3.01 Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or personal delivery:

 (a) if to Purchaser, to the address set forth in Schedule 8.07 to the Purchase Agreement; 

(b) if to a transferee of Purchaser, to such Holder at the address provided pursuant to Section 2.10 above; and 

(c) if to the Partnership at 370 17th Street, Suite 2775, Denver, Colorado 80202 (facsimile: 303-633-2921). 

All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when
receipt acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by courier service or any other means. 

  
 15 









 Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein. 
 Section 3.03 Assignment of Rights. All or any portion of the rights and obligations of any Purchaser under this Agreement may be transferred or assigned by such Purchaser in accordance with
Section 2.10 hereof. 
 Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Common Units. The
provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may
be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date
of this Agreement. 
 Section 3.05 Specific Performance. Damages in the event of breach of this Agreement by a party
hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in
any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or
competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have. 

Section 3.06 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in
separate counterparts, including facsimile or .pdf counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same
Agreement. 
 Section 3.07 Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof. 
 Section 3.08 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD APPLY THE LAWS OF ANY OTHER STATE. 
 Section 3.09 Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction. 

  
 16 









 Section 3.10 Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to the rights granted by the Partnership set forth herein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings between the parties
with respect to such subject matter. 
 Section 3.11 Amendment. This Agreement may be amended only by means of a
written amendment signed by the Partnership and the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder
without the consent of such Holder. 
 Section 3.12 No Presumption. If any claim is made by a party relating to any
conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel. 

Section 3.13 Aggregation of Purchased Units. All Purchased Units held or acquired by Persons who are Affiliates of one
another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 

Section 3.14 Obligations Limited to Parties to Agreement. Each of the Parties hereto covenants, agrees and acknowledges that
no Person other than the Purchasers shall have any obligation hereunder and that, notwithstanding that one or more of the Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any
documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the
Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable
proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise by incurred by any former, current or future director, officer, employee,
agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any
of the foregoing, as such, for any obligations of the Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its
creation, except in each case for any transferee or assignee of a Purchaser hereunder. 
 Section 3.15
Interpretation. Article and Section references to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the
same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any determination, consent or approval is to be made
or given by a Purchaser under this Agreement, such action shall be in such Purchaser’s sole discretion unless otherwise specified. 

  
 17 









 Section 3.16 Independent Nature of Purchaser’s Obligations. The obligations
of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement.
Nothing contained herein, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without
limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. 

[Signature pages to follow] 

  
 18 









 IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date
first above written. 
  

			
	DCP MIDSTREAM PARTNERS, LP
		
	 By:
	 	 DCP Midstream GP, LP,

its General Partner

		
	 By:
	 	 DCP Midstream GP, LLC,

its General Partner

		
	By:	 	/s/ Rose M. Robeson
	 Name:
	 	 Rose M. Robeson

	 Title:
	 	 Senior Vice President and

Chief Financial Officer










 
			
	CLEARBRIDGE ENERGY MLP FUND INC.
		
	By:	 	ClearBridge Advisors, LLC,
		 	as its Discretionary Investment Adviser
		
	By:	 	/s/ Terrence Murphy
	Name:	 	Terrence Murphy
	Title:	 	President
	
	CLEARBRIDGE ENERGY MLP TOTAL
	RETURN PORTFOLIO
		
	By:	 	ClearBridge Advisors, LLC,
		 	as its Discretionary Investment Adviser
		
	By:	 	/s/ Terrence Murphy
	Name:	 	Terrence Murphy
	Title:	 	President
	
	LEGG MASON PARTNERS EQUITY TRUST—LEGG MASON CLEARBRIDGE TACTICAL
	DIVIDEND INCOME FUND
		
	By:	 	ClearBridge Advisors, LLC,
		 	as its Discretionary Investment Adviser
		
	By:	 	/s/ Terrence Murphy
	Name:	 	Terrence Murphy
	Title:	 	President
	
	LEGG MASON PARTNERS CAPITAL &
	INCOME FUND INC.
		
	By:	 	ClearBridge Advisors, LLC,
		 	as its Discretionary Investment Adviser
		
	By:	 	/s/ Terrence Murphy
	Name:	 	Terrence Murphy
	Title:	 	President









 
			
	EAGLE INCOME APPRECIATION II, L.P.
		
	By:	 	Eagle Income Appreciation GP, LLC, 
		 	its General Partner
		
	By:	 	Eagle Global Advisors, LLC,
		 	its Managing Member
		
	By:	 	/s/ Malcom Day
		 	Malcom Day
		 	Partner
	
	EAGLE INCOME APPRECIATION PARTNERS, L.P.
		
	By:	 	Eagle Income Appreciation GP, LLC, 
		 	its General Partner
		
	By:	 	Eagle Global Advisors, LLC,
		 	its Managing Member
		
	By:	 	/s/ Malcom Day
		 	Malcom Day
		 	Partner









 
			
	FAMCO MLP & ENERGY INCOME FUND
		
	By:	 	/s/ Quinn T. Kiley
		 	Quinn T. Kiley
		 	Senior Portfolio Manager
	
	 FAMCO MLP & ENERGY
 INFRASTRUCTURE FUND

		
	By:	 	/s/ Quinn T. Kiley
		 	Quinn T. Kiley
		 	Senior Portfolio Manager
	
	FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
		
	By:	 	/s/ Quinn T. Kiley
		 	Quinn T. Kiley
		 	Senior Portfolio Manager
	
	MLP & STRATEGIC EQUITY FUND INC.
		
	By:	 	/s/ Quinn T. Kiley
		 	Quinn T. Kiley
		 	Senior Portfolio Manager
	
	NUVEEN ENERGY MLP TOTAL RETURN
	FUND
		
	By:	 	/s/ Quinn T. Kiley
		 	Quinn T. Kiley
		 	Senior Portfolio Manager
	
	TEACHERS’ RETIREMENT SYSTEM OF
	OKLAHOMA
		
	By:	 	/s/ Quinn T. Kiley
		 	Quinn T. Kiley
		 	Senior Portfolio Manager









 
			
	KAYNE ANDERSON ENERGY
	DEVELOPMENT COMPANY
		
	By:	 	KA Fund Advisors, LLC,
		 	as Manager
		
	By:	 	/s/ James C. Baker
		 	James C. Baker
		 	Managing Director
	
	KAYNE ANDERSON ENERGY TOTAL
	RETURN FUND, INC.
		
	By:	 	KA Fund Advisors, LLC,
		 	as Manager
		
	By:	 	/s/ James C. Baker
		 	James C. Baker
		 	Managing Director
	
	KAYNE ANDERSON MIDSTREAM/ENERGY
	FUND, INC.
		
	By:	 	KA Fund Advisors, LLC,
		 	as Manager
		
	By:	 	/s/ James C. Baker
		 	James C. Baker
		 	Managing Director
	
	KAYNE ANDERSON MLP INVESTMENT
	COMPANY
		
	By:	 	KA Fund Advisors, LLC,
		 	as Manager
		
	By:	 	/s/ James C. Baker
		 	James C. Baker
		 	Managing Director









 
			
	KAYNE ANDERSON MIDSTREAM
	INSTITUTIONAL FUND, LP
		
	By:	 	Kayne Anderson Capital Advisors, L.P.,
		 	as its General Partner
		
	By:	 	 /s/ David Shladovsky

		 	David Shladovsky
		 	General Counsel
	
	KAYNE ANDERSON MLP FUND, LP
		
	By:	 	Kayne Anderson Capital Advisors, L.P.,
		 	as its General Partner
		
	By:	 	 /s/ David Shladovsky

		 	David Shladovsky
		 	General Counsel
	
	KAYNE ANDERSON NON-TRADITIONAL
	INVESTMENTS, LP
		
	By:	 	Kayne Anderson Capital Advisors, L.P.,
		 	as its General Partner
		
	By:	 	 /s/ David Shladovsky

		 	David Shladovsky
		 	General Counsel
	
	TEXAS MUTUAL INSURANCE COMPANY
		
	By:	 	Kayne Anderson Capital Advisors, L.P.,
		 	as its Manager
		
	By:	 	 /s/ David Shladovsky

		 	 David Shladovsky
 General
Counsel










 
			
	HIPPARCHUS FUND LP
		
	By:	 	Magnetar Financial LLC,
		 	its General Partner
		
	By:	 	/s/ Doug Litowitz 
		 	Doug Litowitz
		 	Counsel
	
	MAGNETAR CAPITAL FUND II LP
		
	By:	 	Magnetar Financial LLC,
		 	its General Partner
		
	By:	 	/s/ Doug Litowitz 
		 	Doug Litowitz
		 	Counsel
	
	MTP ENERGY MASTER FUND LTD.
		
	By:	 	MTP Energy Management LLC,
		 	its Investment Manager
		
	By:	 	Magnetar Financial LLC,
		 	its Sole Member
		
	By:	 	/s/ Doug Litowitz 
		 	Doug Litowitz
		 	Counsel









 
					
	SALIENT MLP & ENERGY
INFRASTRUCTURE FUND
		
	 By:
	 	Salient Capital Advisors, LLC
		
	By:	 	/s/ Gregory A. Reid
		 	Gregory A. Reid
		 	Managing Director
	
	SALIENT MIDSTREAM & MLP FUND
		
	 By:
	 	Salient Capital Advisors, LLC
		
	By:	 	/s/ Gregory A. Reid
		 	Gregory A. Reid
		 	Managing Director









 
			
	THE CUSHING FUND, LP
		
	By:	 	Cushing MLP Asset Management, L.P.,
		 	its General Partner
		
	By:	 	Swank Capital, LLC,
		 	its General Partner
		
	By:	 	/s/ Jerry V. Swank
		 	Jerry V. Swank
		 	Managing Member


  

			
	THE CUSHING GP STRATEGIES FUND, LP
		
	By:	 	Carbon County Partners I, LP,
		 	its General Partner
		
	By:	 	Carbon County GP I, LLC,
		 	its General Partner
		
	By:	 	Cushing MLP Asset Management, L.P.,
		 	its Member
		
	By:	 	Swank Capital, LLC,
		 	its General Partner
		
	By:	 	/s/ Jerry V. Swank
		 	Jerry V. Swank
		 	Managing Member


  

			
	THE CUSHING MLP OPPORTUNITY FUND I, LP
		
	By:	 	Carbon County Partners I, LP,
		 	its General Partner
		
	By:	 	Carbon County GP I, LLC,
		 	its General Partner
		
	By:	 	Cushing MLP Asset Management, L.P.,
		 	its Member
		
	By:	 	Swank Capital, LLC,
		 	its General Partner
		
	By:	 	/s/ Jerry V. Swank
		 	Jerry V. Swank
		 	Managing Member









 
			
	THE CUSHING MLP PREMIER FUND
		
	By:	 	Cushing MLP Asset Management, L.P.,
		 	its Investment Adviser
		
	By:	 	Swank Capital, LLC,
		 	its General Partner
		
	By:	 	/s/ Jerry V. Swank
		 	Jerry V. Swank
		 	Managing Member
	
	SWANK MLP CONVERGENCE FUND, LP
		
	By:	 	Cushing MLP Asset Management, L.P.,
		 	its General Partner
		
	By:	 	Swank Capital, LLC,
		 	its General Partner
		
	By:	 	/s/ Jerry V. Swank
		 	Jerry V. Swank
		 	Managing Member









 
			
	TORTOISE ENERGY CAPITAL CORPORATION
		
	By:	 	/s/ Zachary A. Hamel
		 	Zachary A. Hamel
		 	President
	
	 TORTOISE ENERGY INFRASTRUCTURE
 CORPORATION

		
	By:	 	/s/ Zachary A. Hamel
		 	Zachary A. Hamel
		 	President
	
	 TORTOISE NORTH AMERICAN ENERGY
 CORPORATION

		
	By:	 	/s/ Zachary A. Hamel
		 	Zachary A. Hamel
		 	President