EXPENSE REIMBURSEMENT AGREEMENT
EXPENSE REIMBURSEMENT AGREEMENT (the "Agreement"), dated as of June 28,
2007 by and between Tortoise Total Return Fund, LLC (the "Company"), and
Tortoise Capital Advisors, LLC, a Delaware limited liability company (the
"Adviser").
WHEREAS, the Company is a Delaware limited liability company, and will be
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as a closed-end management company.
WHEREAS, the Company and the Adviser have entered into an Investment
Advisory Agreement dated June 7, 2007 ("Advisory Agreement"), pursuant to which
the Adviser provides investment management and advisory services to the Company
for compensation based on the value of the average managed assets of the
Company;
WHEREAS, the Company and the Adviser have determined that it is appropriate
and in the best interests of the Company that the Adviser shall bear all or a
portion of the organizational expenses of the Company if assets of the Company
do not reach certain minimum asset levels, subject to reimbursement as described
below;
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE REIMBURSEMENT.
1.1 Organizational Expenses. The Adviser shall bear all of the
organizational expenses of the Company incurred prior to commencement of
operations ("Commencement") of the Company ("Covered Expenses"), subject to the
Company's obligation to reimburse the Adviser for such expenses in the manner
set forth in Section 1.2.
1.2 Expense Reimbursement. The Company shall reimburse the Adviser for
Covered Expenses as follows: (1) in an amount equal to twenty-five percent (25%)
of Covered Expenses incurred or paid by the Adviser upon the earlier of six (6)
months from Commencement or the first closing date that the aggregate
subscriptions with respect to the Company (exclusive of seed capital
investments) equal or exceed $50,000,000; (2) in an amount equal to twenty-five
percent (25%) of Covered Expenses incurred or paid by the Adviser upon the
earlier of twelve (12) months from Commencement or the first closing date that
such subscriptions equal or exceed $100,000,000; (3) in an amount equal to
twenty-five percent (25%) of Covered Expenses incurred or paid by the Adviser
upon the earlier of eighteen (18) months from Commencement or the first closing
date that such subscriptions equal or exceed $150,000,000; and (4) in an amount
equal to twenty-five percent (25%) of Covered Expenses incurred or paid by the
Adviser upon the earlier of twenty-four (24) months from Commencement or the
first closing date that such subscriptions equal or exceed $200,000,000;
provided that Covered Expenses reimbursed pursuant to this Section 1.2 shall not
exceed one percent (1%) of the aggregate subscription proceeds received by the
Company as of the applicable reimbursement date. Any Covered Expenses in excess
of such one percent (1%) limit as of a particular reimbursement date shall be
reimbursed at the next successive reimbursement date during the term of this
Agreement, at
which the aggregate amount of Covered Expenses payable on such date does not
exceed one percent (1%) of the amount of aggregate subscriptions received as of
such reimbursement date.
1.3 Allocation of Expenses. Covered Expenses shall be allocated among
members of the Company in accordance with the Operating Agreement. Seed capital
members shall bear their pro rata share of Covered Expenses on the same basis as
other members.
2. TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the earlier of the date that is two
years from Commencement or the date on which the Adviser has been reimbursed for
all Covered Expenses.
3. MISCELLANEOUS.
3.1 Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
3.2 Interpretation. Nothing herein contained shall be deemed to require the
Company to take any action contrary to the Company's governing documents, or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Company's Board of Directors of
its responsibility for and control of the conduct of the affairs of the Company.
3.3 Definitions. Any question of interpretation of any term or provision of
this Agreement, including but not limited to the investment advisory fee, the
computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Advisory Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Advisory Agreement or the 1940 Act.
3.4 Amendments. This Agreement may be amended only by a written agreement
signed by each of the parties hereto.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
TORTOISE TOTAL RETURN FUND, LLC
By:
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Name: Xxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
TORTOISE CAPITAL ADVISORS, LLC
By:
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Name: Xxxxx Xxxxxxx
Title: Managing Director
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