0001193125-12-318447 Sample Contracts

SALES AGREEMENT July 26, 2012
Sales Agreement • July 27th, 2012 • Tortoise MLP Fund, Inc. • New York

Tortoise MLP Fund, Inc., a Maryland corporation (the “Fund”), and the Fund’s investment adviser, Tortoise Capital Advisors, LLC, a Delaware limited liability company (the “Adviser”), each confirm their agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co” or the “Agent”), as follows:

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AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • July 27th, 2012 • Tortoise MLP Fund, Inc. • Kansas

THIS AMENDMENT NO. 3 dated as of September 23, 2011 (this “Amendment”), is entered into by and among TORTOISE MLP FUND, INC., a Maryland corporation, as the Borrower (the “Borrower”) each Lender party hereto, and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (the “Administrative Agent”).

AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • July 27th, 2012 • Tortoise MLP Fund, Inc. • Kansas

THIS AMENDMENT NO. 4 dated as of June 18, 2012 (this “Amendment”), is entered into by and among TORTOISE MLP FUND, INC., a Maryland corporation, as the Borrower (the “Borrower”) each Lender party hereto, and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (the “Administrative Agent”).

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