0000950123-12-002969 Sample Contracts

Shares THE CUSHING ROYALTY & INCOME FUND Common Shares UNDERWRITING AGREEMENT
Underwriting Agreement • February 23rd, 2012 • Cushing Royalty & Income Fund

make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), which consent may be withheld in Stifel Nicolaus’ sole discretion; provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Fund releases earnings results or material news or a material event relating to the Fund occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Stifel Nicolaus waives, in writing, such extension.

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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • February 23rd, 2012 • Cushing Royalty & Income Fund • Delaware

THIS AGREEMENT is made and entered into as of this day of February, 2012, by and between THE CUSHING ROYALTY & INCOME FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 23rd, 2012 • Cushing Royalty & Income Fund • Delaware

THIS AGREEMENT is made and entered into as of this day of February, 2012, by and between THE CUSHING ROYALTY & INCOME FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

THE CUSHING ROYALTY & INCOME FUND FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Cushing Royalty & Income Fund • February 23rd, 2012 • Delaware

THIS FIRST AMENDMENT, dated as of the 21ST day of February, 2012, to the Custody Agreement dated as of September 20, 2011 (the “Agreement”), is entered into by and between THE CUSHING ROYALTY & INCOME FUND, a Delaware statutory trust, (the “Fund”) and U.S. BANK, N.A., a national banking association (the “Custodian”).

CUSTODY AGREEMENT
Custody Agreement • February 23rd, 2012 • Cushing Royalty & Income Fund • Minnesota

THIS AGREEMENT is made and entered into this 20th day of September, 2011, by and between THE CUSHING ROYALTY AND INCOME FUND, a __________________statutory trust (the “Fund”) 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”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • February 23rd, 2012 • Cushing Royalty & Income Fund • Delaware

THIS AGREEMENT is made and entered into this ____ day of February, 2012, by and between THE CUSHING ROYALTY & INCOME FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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