0001193125-12-314631 Sample Contracts

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 25th, 2012 • Tortoise Energy Independence Fund, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this 6th day of July, 2012, by and between TORTOISE ENERGY INDEPENDENCE FUND, INC., a Maryland corporation (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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Tortoise Energy Independence Fund, Inc. [—] Shares of Common Stock Par Value $0.001 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • July 25th, 2012 • Tortoise Energy Independence Fund, Inc. • New York
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 25th, 2012 • Tortoise Energy Independence Fund, Inc. • Delaware

AGREEMENT made as of this 24th day of May, 2012, by and between Tortoise Energy Independence 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”).

CLOSED-END FUND CUSTODY AGREEMENT
Closed-End Fund • July 25th, 2012 • Tortoise Energy Independence Fund, Inc. • Minnesota

THIS AGREEMENT is made and entered into as of this 6th day of July, 2012, by and between TORTOISE ENERGY INDEPENDENCE FUND, INC., a Maryland corporation, (the “Fund”) 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”).

Transfer Agency and Service Agreement Between Tortoise Energy Independence Fund, Inc. and Computershare Trust Company, N.A. and Computershare Inc.
Transfer Agency and Service Agreement • July 25th, 2012 • Tortoise Energy Independence Fund, Inc. • Massachusetts

AGREEMENT made as of the 3rd day of May, 2012 by and between Tortoise Energy Independence Fund, Inc. a corporation, having its principal office and place of business at 11550 Ash Street, Suite 300, Leawood, KS 66211 (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).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 25th, 2012 • Tortoise Energy Independence Fund, Inc. • Wisconsin

THIS AGREEMENT is made and entered into this 6th day of July, 2012, by and between TORTOISE ENERGY INDEPENDENCE FUND, INC., a Maryland corporation (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • July 25th, 2012 • Tortoise Energy Independence Fund, Inc.

WHEREAS, the Advisor has entered into an Investment Advisory Agreement, dated as of the date hereof, with the Company, which will become effective as of the close of the initial public offering of common shares of the Company (the “Effective Date”), whereby the Advisor provides certain investment advisory services to the Company (the “Investment Advisory Agreement”);

TORTOISE ENERGY INDEPENDENCE FUND, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • July 25th, 2012 • Tortoise Energy Independence Fund, Inc.

This Subscription Agreement (this “Agreement”) is entered into May 3, 2012 by and between Tortoise Energy Independence Fund, Inc., a Maryland corporation (the “Company”), and Tortoise Capital Advisors, L.L.C. (“Subscriber”);

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