TORTOISE MLP FUND, INC. COMMON STOCK ($0.001 PAR VALUE) SECOND AMENDMENT TO CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT December 16, 2015Controlled Equity Offering Sales Agreement • December 18th, 2015 • Tortoise MLP Fund, Inc.
THIS SECOND AMENDMENT (this “Amendment”) to the Sales Agreement (defined below) is entered into on and as of December 16, 2015, by and among Tortoise MLP Fund, Inc., a Maryland corporation (the “Fund”), Tortoise Capital Advisors, L.L.C., a Delaware limited liability company (the “Adviser”) and Cantor Fitzgerald & Co. (the “Agent”, and together with the Fund and Adviser, the “Parties”). Capitalized terms used and not defined in this Amendment have the meanings ascribed thereto in the Sales Agreement (as defined below).
TORTOISE MLP FUND, INC. $20,000,000 Floating Rate Senior Notes, Series L, due April 17, 2021 $10,000,000 3.06% Senior Notes, Series M, due April 17, 2021 NOTE PURCHASE AGREEMENT Dated December 9, 2015Note Purchase Agreement • December 18th, 2015 • Tortoise MLP Fund, Inc. • New York
Tortoise MLP Fund, Inc., a Maryland corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
