TORTOISE TOTAL RETURN FUND, LLC
SUBSCRIPTION AGREEMENT
This Agreement made June 11, 2007 by and between Tortoise Total Return
Fund, LLC, a Delaware limited liability company (the "Company"), and Tortoise
Total Return Seed Corp. ("Subscriber");
WITNESSETH:
WHEREAS, the Company has been formed for the purposes of carrying on
business as a closed-end, non-diversified management investment company; and
WHEREAS, Subscriber wishes to subscribe for and purchase, and the Company
wishes to sell to Subscriber an equity interest in the Company
NOW THEREFORE, IT IS AGREED:
1. Subscriber subscribes for and agrees to purchase from the Company an
equity interest for a total consideration of $170,000. Subscriber agrees to make
payment for these shares at such time as demand for payment may be made by an
officer of the Company.
2. The Company agrees to issue and sell said shares to Subscriber promptly
upon its receipt of the purchase price.
3. To induce the Company to accept its subscription and issue the shares
subscribed for, Subscriber represents that he is informed as follows:
(a) That the shares being subscribed for have not been and will not be
registered under the Securities Act of 1933 ("Securities Act");
(b) That the shares will be sold by the Company in reliance on and
pursuant to Section 4(2), an exemption from the registration requirements
of the Securities Act;
(c) That the Company's reliance upon the exemption from the
registration requirements of the Securities Act is predicated in part on
the representation and agreements contained in this Subscription Agreement;
(d) That when issued, the shares will be "restricted securities" as
defined in paragraph (a)(3) of Rule 144 of the General Rules and
Regulations under the Securities Act ("Rule 144") and cannot be sold or
transferred by Subscriber unless the shares are subsequently registered
under the Securities Act or unless an exemption from such registration is
available; and
(e) That there do not appear to be any exemptions from the
registration provisions of the Securities Act available to Subscriber for
resale for the shares. In the future, certain exemptions may possibly
become available, including an exemption for limited sales in accordance
with the conditions of Rule 144.
Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put him on notice as
to restrictions on the transferability of the shares.
4. To further induce the Company to accept his/her subscription and issue
the shares subscribed for, Subscriber:
(a) Represents and warrants that the shares subscribed for are being
and will be acquired for investment for his own account and not on behalf
of any other person or persons and not with a view to, or for sale in
connection with, any public distribution thereof;
(b) Agrees that any certificates representing the shares subscribed
for may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of 1933 or
any other federal or state securities law. These shares may not be offered
for sale, sold or otherwise transferred unless registered under said
securities laws or unless some exemption from registration is available;
and
(c) Represents and warrants that it is an entity in which each and
every one of the equity owners is an "accredited investor" as defined in
Rule 501 under the Securities Act, and is, therefore, an "accredited
investor" as defined in the Rule 501 under the Securities Act.
(d) Represents and warrants that it will cause any equity owner that
is not a "Knowledgeable Employee" as defined in Rule 3c-5 under the
Investment Company Act of 1940 or "qualified purchaser" as defined in
Section 2(a)(51) of the Investment Company Act of 1940 to sell such shares
to the Subscriber if requested by the Company. Furthermore, the Subscriber
represents and warrants that each of its equity owners has completed the
attached Exhibit A.
5. This Subscription Agreement and all of its provisions shall be binding
upon the legal representatives, heirs, successors and assigns of the parties
hereto. This Subscription Agreement may be signed in one or more counterparts,
each of which shall be deemed to be an original.
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IN WITNESS WHEREOF, this Subscription Agreement has been executed by the
parties hereto as of the day and date first above written.
TORTOISE TOTAL RETURN FUND, LLC
By:
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TORTOISE TOTAL RETURN SEED CORP.
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