THE CUSHING MLP TOTAL RETURN FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • August 23rd, 2007 • Cushing MLP Total Return Fund • Delaware
This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of July 16, 2007, and amends and restates in its entirety the Declaration of Trust dated as of May 23, 2007, by Jerry V. Swank, as trustee.
FORM OF UNDERWRITING AGREEMENT Shares THE CUSHING MLP TOTAL RETURN FUND Common Shares of Beneficial Interest, $0.001 par value per Share UNDERWRITING AGREEMENTUnderwriting Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • New York
The Cushing MLP Total Return Fund, a statutory trust organized under the laws of the State of Delaware (the “Fund”), is a newly organized, non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) ___common shares of beneficial interest, $0.001 par value per share (the “Firm Shares”). The Fund also proposes to issue and sell to the several Underwriters not more than an additional ___common shares of beneficial interest, $0.001 par value per share (the “Additional Shares”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The com
INVESTMENT MANAGEMENT AGREEMENT ENTERED INTO BETWEEN THE CUSHING MLP TOTAL RETURN FUND AND SWANK ENERGY INCOME ADVISORS, LPInvestment Management Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • New York
This Investment Management Agreement (the “Agreement”) is entered into as of August 6th, 2007 by and between The Cushing MLP Total Return Fund (the “Fund”), a statutory trust duly organized and existing under the laws of the State of Delaware, and Swank Energy Income Advisors, LP, a limited partnership duly organized and existing under the laws of the State of Texas (the “Investment Adviser”).
Transfer Agency and Service Agreement Between The Cushing MLP Total Return Fund and Computershare Trust Company, N.A. and Computershare Inc.Transfer Agency and Service Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • New York
AGREEMENT made as of the 24th day of August, 2007 by and between The Cushing MLP Total Return Fund, a Delaware statutory trust, having its principal office and place of business at 3300 Oak Lawn Avenue, Suite 650, Dallas, Texas 75219 (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).
AMENDED AND RESTATED BY-LAWS OF THE CUSHING MLP TOTAL RETURN FUNDBy-Laws • August 23rd, 2007 • Cushing MLP Total Return Fund
Listing AgreementListing Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund
Nothing in the following Agreement shall be so construed as to require the Corporation to do any acts in contravention of law or in violation of any rule or regulation of any public authority exercising jurisdiction over the Corporation.
CLOSED-END FUND CUSTODY AGREEMENTCustody Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • Delaware
The Shareholder Communications Act of 1985 requires banks and trust companies to make an effort to permit direct communication between a company which issues securities and the shareholder who votes those securities.
FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • Delaware
THIS AGREEMENT is made and entered into as of this 25th day of July, 2007, by and between THE CUSHING MLP TOTAL RETURN FUND, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring Fee Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • New York
This agreement is between Swank Energy Income Advisors, LP (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the The Cushing MLP Total Return Fund (the “Fund”).
MASTER AGREEMENT AMONG UNDERWRITERSMaster Agreement Among Underwriters • August 23rd, 2007 • Cushing MLP Total Return Fund • New York
FUND ADMINISTRATION SERVICING AGREEMENTFund Administration Servicing Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • Delaware
THIS AGREEMENT is made and entered into as of this 25th day of July, 2007, by and between THE CUSHING MLP TOTAL RETURN FUND, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
PURCHASE AGREEMENTPurchase Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund
Purchase Agreement dated July 19, 2007 between The Cushing MLP Total Return Fund, a statutory trust organized under the laws of the State of Delaware (the “Fund”), and Swank Energy Income Advisors, LP (the “Sole Initial Shareholder”), a limited partnership organized under the laws of the State of Texas.
MASTER DEALER AGREEMENTMaster Dealer Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • New York
