0000950123-10-061372 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 28th, 2010 • Tortoise MLP Fund, Inc. • Delaware

AGREEMENT made as of this 18th day of June, 2010, by and between Tortoise MLP Fund, Inc., a Maryland corporation having its principal place of business in Leawood, Kansas (the “Company”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company having its principal place of business in Leawood, Kansas (the “Advisor”).

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Transfer Agency and Service Agreement Between Tortoise MLP Corp. and Computershare Trust Company, N.A. and Computershare Inc.
Transfer Agency and Service Agreement • June 28th, 2010 • Tortoise MLP Fund, Inc. • Massachusetts

AGREEMENT made as of the ___day of , 2010 by and between Tortoise MLP Corp. a corporation, having its principal office and place of business at (the “Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).

CLOSED-END FUND CUSTODY AGREEMENT
Custody Agreement • June 28th, 2010 • Tortoise MLP Fund, Inc. • New York

THIS AGREEMENT is made and entered into this ___day of [ ] 2010, by and between [ ] (the “Fund”), a Maryland corporation 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”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • June 28th, 2010 • Tortoise MLP Fund, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this day of , 2010, by and between [ ], a Maryland corporation (the “Company” or “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • June 28th, 2010 • Tortoise MLP Fund, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this day of , 2010, by and between, [ ] a Maryland corporation (the “Company” or “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

TORTOISE MLP CORPORATION SUBSCRIPTION AGREEMENT
Subscription Agreement • June 28th, 2010 • Tortoise MLP Fund, Inc.

This Subscription Agreement (this “Agreement”) is entered into May 3, 2010 by and between Tortoise MLP Corp., a Maryland corporation (the “Company”), and Tortoise Capital Advisors, L.L.C. (“Subscriber”);

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