1,500,000 Common Shares ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • July 26th, 2013 • Cushing Royalty & Income Fund • New York
The Cushing® Royalty & Income Fund, a Delaware statutory trust (the “Fund”) and non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), up to 1,500,000 common shares (the “Shares”) of beneficial interest, $0.001 par value per share, of the Fund (the “Common Shares”) on the terms set forth in Section 3 of this Sales Agreement (the “Agreement”). The Fund agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement.
