4,000,000 Shares THE CUSHING MLP TOTAL RETURN FUND Common Shares of Beneficial Interest, $0.001 par value per Share UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2010 • Cushing MLP Total Return Fund • New York
Based upon and subject to the foregoing, we are of the opinion that under current U.S. federal income tax law, although the discussion set forth in the Base Prospectus under the heading “Tax Matters,”, as supplemented by the Prospectus Supplement, does not purport to discuss all possible U.S. federal income tax consequences of the purchase, ownership or disposition of the Shares, such discussion constitutes, in all material respects, a fair and accurate summary of the U.S. federal income tax consequences that are anticipated to be material to holders who purchase the Shares pursuant to the Prospectus, subject to the qualifications set forth in such discussion.
