0000950123-11-070960 Sample Contracts

THE CUSHING ROYALTY & INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • August 1st, 2011 • Cushing Royalty & Income Fund • Delaware

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of July 19, 2011, and amends and restates in its entirety the Declaration of Trust dated as of July 18, 2011, by Jerry V. Swank, as sole trustee.

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INVESTMENT MANAGEMENT AGREEMENT ENTERED INTO BETWEEN THE CUSHING ROYALTY & INCOME FUND AND CUSHING MLP ASSET MANAGEMENT, LP
Investment Management Agreement • August 1st, 2011 • Cushing Royalty & Income Fund • New York

This Investment Management Agreement (the “Agreement”) is entered into as of July ___, 2011 by and between The Cushing Royalty & Income Fund (the “Fund”), a statutory trust duly organized and existing under the laws of the State of Delaware, and Cushing MLP Asset Management, LP, a limited partnership duly organized and existing under the laws of the State of Texas (the “Investment Adviser”).

BY-LAWS OF THE CUSHING ROYALTY & INCOME FUND
By-Laws • August 1st, 2011 • Cushing Royalty & Income Fund
SUBSCRIPTION AGREEMENT
Subscription Agreement • August 1st, 2011 • Cushing Royalty & Income Fund

THIS SUBSCRIPTION AGREEMENT is entered into as of the day of , between The Cushing Royalty & Income Fund, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and Cushing MLP Asset Management (the “Purchaser”).

AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • August 1st, 2011 • Cushing Royalty & Income Fund

AGREEMENT AND DECLARATION OF TRUST, dated as of July 18, 2011, by Jerry V. Swank as trustee (the “Trustee”). The Trustee hereby agrees as follows:

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