TORTOISE MLP FUND, INC. 15,802,094 Shares of Common Stock Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares DEALER MANAGER AGREEMENTDealer Manager Agreement • June 19th, 2018 • Tortoise MLP Fund, Inc. • New York
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 16th, 2018 • Tortoise MLP Fund, Inc. • Delaware
AGREEMENT made as of this 31st day of January, 2018, by and between Tortoise MLP 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”).
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 3rd, 2015 • Tortoise MLP Fund, Inc. • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 15, 2015, among TORTOISE MLP FUND, INC., a Maryland corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
Depositary and Information Agent Agreement Between Tortoise Midstream Energy Fund, Inc. And Computershare Trust Company, N.A., Computershare Inc. And Georgeson LLCDepositary and Information Agent Agreement • October 2nd, 2023 • Tortoise Midstream Energy Fund, Inc. • New York
THIS DEPOSITARY AND INFORMATION AGENT AGREEMENT dated as of September 7, 2023 (the “Effective Date”), is by and between Tortoise Midstream Energy Fund, Inc.., a Maryland corporation (the “Purchaser”), having its principal office and place of business at 6363 College Boulevard, Overland Park, Kansas 66211, and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Agent”), each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021, and, for purposes of the services provided under Article II hereof, Georgeson LLC, a Delaware limited liability company (”Georgeson”).
Transfer Agency and Service Agreement Between Tortoise MLP Corp. and Computershare Trust Company, N.A. and Computershare Inc.Agreement • June 28th, 2010 • Tortoise MLP Fund, Inc. • Massachusetts
AGREEMENT made as of the ___day of , 2010 by and between Tortoise MLP Corp. a corporation, having its principal office and place of business at (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).
Depositary and Information Agent Agreement Between Tortoise Midstream Energy Fund, Inc., And Computershare Trust Company, N.A., Computershare Inc. And Georgeson LLCDepositary and Information Agent Agreement • October 3rd, 2022 • Tortoise Midstream Energy Fund, Inc. • New York
THIS DEPOSITARY AND INFORMATION AGENT AGREEMENT dated as of August 31, 2022 (the “Effective Date”), is by and between Tortoise Midstream Energy Fund, Inc., a Maryland corporation (the “Purchaser”), having its principal office and place of business at 6363 College Boulevard, Overland Park Kansas 66211, and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Agent”), each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021, and, for purposes of the services provided under Article II hereof, Georgeson LLC, a Delaware limited liability company (”Georgeson”).
SALES AGREEMENT July 26, 2012Sales 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:
FUND ADMINISTRATION SERVICING AGREEMENTFund Administration Servicing Agreement • June 28th, 2010 • Tortoise MLP Fund, Inc. • Wisconsin
THIS AGREEMENT is made and entered into as of this day of , 2010, by and between [ ], a Maryland corporation (the “Company” or “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
CLOSED-END FUND CUSTODY AGREEMENTClosed-End Fund Custody Agreement • June 28th, 2010 • Tortoise MLP Fund, Inc. • New York
THIS AGREEMENT is made and entered into this ___day of [ ] 2010, by and between [ ] (the “Fund”), a Maryland corporation 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”).
TORTOISE MIDSTREAM ENERGY FUND, INC. CREDIT AGREEMENTCredit Agreement • October 2nd, 2023 • Tortoise Midstream Energy Fund, Inc. • Kansas
This Credit Agreement (the “Agreement”) is made effective as of June 12, 2023, by and among TORTOISE MIDSTREAM ENERGY FUND, INC., a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, and each other lender from time to time identified as having a Commitment on Exhibit A hereto and who becomes a party hereto (each a “Bank” and, collectively, the “Banks”); and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent for the Banks hereunder (in such capacity, the “Agent”) and as lead arranger hereunder (in such capacity, the “Lead Arranger”). The parties hereto agree as follow:
June 6, 2018 Tortoise Capital Advisors 11550 Ash Street, Suite 300 Leawood, KS 66211 Attn: Mr. Brad Adams RE: Tortoise MLP Fund, Inc. – Rights Offer Dear Mr. Adams:Tortoise MLP Fund, Inc. • June 19th, 2018 • New York
This will serve as the Agreement between AST Fund Solutions, LLC (“AST Fund Solutions”) and Tortoise MLP Fund, Inc. (the “Client”), pursuant to which AST Fund Solutions will serve the Client as Information Agent for a Rights Offer (the “Offer”) for the Client.
35,000,000 Floating Rate Senior Notes, Series K, due September 9, 2019Note Purchase Agreement • April 29th, 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:
FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • June 28th, 2010 • Tortoise MLP Fund, Inc. • Wisconsin
THIS AGREEMENT is made and entered into as of this day of , 2010, by and between, [ ] a Maryland corporation (the “Company” or “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit 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. 6 TO CREDIT AGREEMENTCredit Agreement • March 19th, 2014 • Tortoise MLP Fund, Inc. • Kansas
THIS AMENDMENT NO. 6 dated as of December 20, 2013 (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”).
32,000,000 3.18% Senior Notes, Series N, due December 13, 2024 $25,000,000 3.47% Senior Notes, Series O, due December 13, 2027Tortoise MLP Fund, Inc. • April 16th, 2018 • 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:
AMENDMENT NO. 5 AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 3rd, 2022 • Tortoise Midstream Energy Fund, Inc. • New York
THIS AMENDMENT NO. 5 AND LIMITED WAIVER dated as of June 22, 2020 (this “Amendment”), is entered into by and among TORTOISE MIDSTREAM ENERGY FUND, INC., a Maryland corporation, (f/k/a TORTOISE MLP FUND, INC.) (the “Borrower”), the Lenders party hereto, and BANK OF AMERICA, N.A., a national banking association, as administrative agent (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to such terms in the Credit Agreement.
FEE WAIVER AGREEMENTFee Waiver Agreement • October 26th, 2012 • Tortoise MLP Fund, Inc.
THIS FEE WAIVER AGREEMENT (the “Agreement”) dated as of July 27, 2012, is by and between Tortoise Capital Advisors, L.L.C. (the “Advisor”) and Tortoise MLP Fund, Inc. (the “Company”).
ContractCredit Agreement • August 3rd, 2011 • Tortoise MLP Fund, Inc. • Kansas
Tortoise MLP Fund, Inc. Series A Mandatory Redeemable Preferred Shares Series B Mandatory Redeemable Preferred Shares Securities Purchase Agreement Dated October 7, 2010Securities Purchase Agreement • August 3rd, 2011 • 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:
Second Amended and Restated Schedule 2.01 to Amended and Restated Credit AgreementCredit Agreement • April 10th, 2019 • Tortoise Midstream Energy Fund, Inc. • New York
Tortoise MLP Fund, Inc.Credit Agreement • April 16th, 2018 • 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:
Subscription Agent Agreement Between Tortoise MLP Fund, Inc. and Computershare Trust Company, N.A., Computershare Inc.Subscription Agent Agreement • June 19th, 2018 • Tortoise MLP Fund, Inc. • New York
THIS SUBSCRIPTION AGENT AGREEMENT (the “Agreement”) is entered into as of this 15th day of June 2018 (the “Effective Date”) by and among Tortoise MLP Fund, Inc., a company organized and existing under the laws of the State of Maryland (the “Company”), Computershare Inc. (“Computershare”) a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association (the “Trust Company” and together with Computershare, the “Agent”).
TORTOISE MLP FUND, INC. COMMON STOCK ($0.001 PAR VALUE) SECOND AMENDMENT TO CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT December 16, 2015Controlled Equity Offeringsm 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).
45,000,000 Floating Rate Senior Notes, Series H, due April 17, 2019 $10,000,000 2.77% Senior Notes, Series I, due April 17, 2018 $30,000,000 3.72% Senior Notes, Series J, due April 17, 2021Note Purchase Agreement • April 29th, 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:
TORTOISE MLP FUND, INC. $20,000,000 3.79% Senior Notes, Series P, due October 16, 2023 $15,000,000 3.97% Senior Notes, Series Q, due October 16, 2025 $13,000,000 4.02% Senior Notes, Series R, due October 16, 2026Note Purchase Agreement • April 10th, 2019 • Tortoise Midstream Energy 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:
Shares TORTOISE MLP FUND, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2010 • Tortoise MLP Fund, Inc. • New York
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • July 30th, 2013 • Tortoise MLP Fund, Inc. • Kansas
THIS AMENDMENT NO. 5 dated as of June 17, 2013 (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”).
TORTOISE MLP CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • June 28th, 2010 • Tortoise MLP Fund, Inc.
This Subscription Agreement (this “Agreement”) is entered into May 3, 2010 by and between Tortoise MLP Corp., a Maryland corporation (the “Company”), and Tortoise Capital Advisors, L.L.C. (“Subscriber”);
Tortoise MLP Fund, Inc. $15,000,000 Floating Rate Senior Notes, Series F, due May 12, 2014 $10,000,000 4.35% Senior Notes, Series G, due May 12, 2018 Note Purchase Agreement Dated May 12, 2011Tortoise MLP Fund, Inc. • August 3rd, 2011 • New York
Schedule A — Information Relating to Purchasers Schedule B — Defined Terms Schedule 5.3 — Disclosure Materials Schedule 5.5 — Financial Statements Schedule 5.15 — Existing Indebtedness Exhibit 1-A — Form of Floating Rate Senior Notes, Series F, due May 12, 2014 Exhibit 1-B — Form of 4.35% Senior Notes, Series G, due May 12, 2018 Exhibit 4.4(a) — Form of Opinion of Special Counsel for the Company Exhibit 4.4(b) — Form of Opinion of Special Counsel for the Purchasers
ContractCredit Agreement • August 3rd, 2011 • Tortoise MLP Fund, Inc. • Kansas
SUPPLEMENTAL FEE WAIVER AGREEMENTSupplemental Fee Waiver Agreement • August 3rd, 2011 • Tortoise MLP Fund, Inc.
THIS SUPPLEMENTAL FEE WAIVER AGREEMENT (this “Agreement”) made as of this 20th day of May, 2011, by and between Tortoise MLP 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”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit 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”).
COMMON STOCK ($0.001 PAR VALUE) FIRST AMENDMENT TO CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT October 16, 2015Sales Agreement • October 16th, 2015 • Tortoise MLP Fund, Inc.
THIS FIRST AMENDMENT (this “Amendment”) to the Sales Agreement (defined below) is entered into on and as of October 16, 2015, by and among Tortoise MLP Fund, Inc., a Maryland corporation (the “Fund”), Tortoise Capital Advisors, LLC, 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).
AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 3rd, 2022 • Tortoise Midstream Energy Fund, Inc. • New York
This Amendment No. 4 dated as of September 5, 2019 (this “Amendment”), is entered into by and among TORTOISE MIDSTREAM ENERGY FUND, INC., a Maryland corporation, (f/k/a TORTOISE MLP FUND, INC.), 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”).
