TAX CONSEQUENCES OF OWNERSHIP OF PREFERRED SHARES
A description of the material federal income tax consequences of the acquisition, ownership and disposition of Preferred Shares will be set forth in a
prospectus supplement relating to the offering of Preferred Shares.
INVESTMENT IN HESS MIDSTREAM LP BY
EMPLOYEE BENEFIT PLANS
An investment in our Class A Shares and/or preferred securities by an employee benefit plan is subject to
certain additional considerations because the investments of these plans are subject to the fiduciary responsibility and prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended, or ERISA, and the
prohibited transaction restrictions imposed by Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws, rules or regulations that are similar to such provisions of
the Code or ERISA, which we refer to collectively as Similar Laws. As used herein, the term employee benefit plan includes, but is not limited to, qualified pension, profit-sharing and stock bonus plans, certain Keogh plans,
certain simplified employee pension plans and tax deferred annuities or individual retirement accounts or other arrangements established or maintained by an employer or employee organization, and entities whose underlying assets are considered to
include plan assets of such plans, accounts and arrangements.
This summary is based on the provisions of ERISA and the Code
(and related regulations and administrative and judicial interpretations) as of the date of this prospectus. This summary does not purport to be complete and future legislation, court decisions, administrative regulations, rulings or administrative
pronouncements could significantly modify the requirements summarized below. Any of these changes may be retroactive and, therefore, may apply to transactions entered into prior to the date of their enactment or release.
General Fiduciary Matters
ERISA and the
Code impose certain duties on persons who are fiduciaries of an employee benefit plan that is subject to Title I of ERISA or Section 4975 of the Code, which we refer to as an ERISA Plan, and prohibit certain transactions involving
the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of
the assets of an ERISA Plan, or who renders investment advice for a fee or other compensation to an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan. In considering an investment in our Class A Shares or preferred
securities with any portion of the assets of an employee benefit plan, a fiduciary of the employee benefit plan should consider, among other things, whether the investment is in accordance with the documents and instruments governing the employee
benefit plan and the applicable provisions of ERISA, the Code or any applicable Similar Law relating to the fiduciarys duties to the employee benefit plan, including, without limitation:
(a) whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws;
(b) whether, in making the investment, the employee benefit plan will satisfy the diversification requirements of Section 404(a)(1)(C) of
ERISA and any other applicable Similar Laws;
(c) whether making the investment will comply with the delegation of control and prohibited
transaction provisions under Section 406 of ERISA, Section 4975 of the Internal Revenue Code and any other applicable Similar Laws (please read the discussion under Prohibited Transaction Issues below);
(d) whether in making the investment, the employee benefit plan will be considered to hold, as plan assets, (1) only the investment in
our Class A Shares or (2) an undivided interest in our underlying assets (please read the discussion under Plan Asset Issues below); and
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