EXHIBIT B


                          INVESTMENT ADVISORY AGREEMENT


     AGREEMENT  made as of this 7 day of June,  2007,  by and  between  Tortoise
Total  Return  Fund,  LLC,  a  Delaware  limited  liability  company  having its
principal  place of business  in Overland  Park,  Kansas  (the  "Company"),  and
Tortoise Capital  Advisors,  L.L.C., a Delaware limited liability company having
its principal place of business in Overland Park, Kansas (the "Advisor").

     WHEREAS,  the Advisor is registered  under the  Investment  Advisers Act of
1940, as amended (the "Advisers  Act"), as an investment  advisor and engages in
the business of acting as an investment advisor;

     WHEREAS,  the Company and the Advisor  desire to enter into an agreement to
provide for  investment  advisory  services  to the  Company  upon the terms and
conditions hereinafter set forth; and

     NOW THEREFORE,  in  consideration  of the mutual covenants herein contained
and  other  good and  valuable  consideration,  the  receipt  of which is hereby
acknowledged, the parties agree as follows:

1.   Appointment of Advisor.

     The Company  appoints the Advisor to act as manager and investment  advisor
to the  Company  for the period and on the terms  herein set forth.  The Advisor
accepts such appointment and agrees to render the services herein set forth, for
the compensation herein provided.

2.   Duties of the Advisor.

     Subject to the overall  supervision and review of the Board of Directors of
the Company  ("Board"),  the Advisor  will  regularly  provide the Company  with
investment  research,  advice and supervision  and will furnish  continuously an
investment program for the Company, consistent with the investment objective and
policies of the  Company.  The  Advisor  will  determine  from time to time what
securities shall be purchased for the Company,  what securities shall be held or
sold by the  Company  and what  portion of the  Company's  assets  shall be held
uninvested as cash or in other liquid  assets,  subject always to the provisions
of the Company's  Certificate of Formation,  Operating  Agreement,  Confidential
Private  Placement  Memorandum for the initial  private  offering of its limited
liability company interests (the "Memorandum"),  and its registration  statement
of the Company under the  Investment  Company Act of 1940, as amended (the "1940
Act"), as filed with the Securities and Exchange  Commission (the "Commission"),
as any of the same may be  amended  from  time to  time,  and to the  investment
objectives  of the  Company,  as each of the same  shall be from time to time in
effect, and subject, further, to such policies and instructions as the Board may
from time to time establish. To carry out such determinations,  the Advisor will
exercise full discretion and act for the Company in the same manner and with the
same force and effect as the Company  itself  might or could do with  respect to
purchases,  sales or other  transactions,  as well as with  respect to all other
things  necessary or incidental to the furtherance or conduct of such purchases,
sales or other  transactions.  Without limiting the generality of the foregoing,
the  Advisor  shall,  during  the term and  subject  to the  provisions  of this
Agreement,  (i) determine the  composition of the portfolio of the Company,  the
nature and timing of the changes therein and the manner of implementing such

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     changes;  (ii)  identify,  evaluate  and  negotiate  the  structure  of the
investments  made by the Company;  (iii)  perform due  diligence on  prospective
portfolio  companies;  (iv) close and monitor  the  Company's  investments;  (v)
provide the Company with such other  investment  advisory,  research and related
services  as the  Company  may,  from time to time,  reasonably  require for the
investment of its funds.

3.   Administrative Duties of the Advisor.

     The  Advisor  agrees  to  furnish   office   facilities  and  clerical  and
administrative  services  necessary to the operation of the Company  (other than
services provided by the Company's custodian,  accounting agent,  administrator,
dividend and interest paying agent and other service providers).  The Advisor is
authorized to conduct  relations with  custodians,  depositaries,  underwriters,
brokers,  dealers,  placement agents, banks, insurers,  accountants,  attorneys,
pricing agents,  and other persons as may be deemed  necessary or desirable.  To
the  extent  requested  by the  Company,  the  Advisor  shall  (i)  oversee  the
performance of, and payment of the fees to, the Company's service providers, and
make such reports and  recommendations  to the Board  concerning such matters as
the parties deem desirable;  (ii) respond to inquiries and otherwise assist such
service  providers in the  preparation and filing of regulatory  reports,  proxy
statements, unitholder communications and the preparation of Board materials and
reports;  (iii) establish and oversee the implementation of borrowing facilities
or other forms of leverage authorized by the Board; and (iv) supervise any other
aspect of the Company's  administration as may be agreed upon by the Company and
the Advisor.  The Company shall  reimburse the Advisor or its affiliates for all
out-of-pocket  expenses  incurred in  providing  the  services set forth in this
Section 3. To the  extent the  Advisor  expects  to provide  services  that this
paragraph  anticipates  will be provided  by a separate  service  provider,  the
Advisor may propose to the Board a separate Administrative Agreement pursuant to
which one or more of such services is provided by, and separate  compensation is
paid to, the Advisor.

4.   Delegation of Responsibilities.

     The Advisor is authorized to delegate any or all of its rights,  duties and
obligations under this Agreement to one or more sub-advisors, and may enter into
agreements with sub-advisors, and may replace any such sub-advisors from time to
time in its  discretion,  in accordance with the 1940 Act, the Advisers Act, and
rules and regulations  thereunder,  as such statutes,  rules and regulations are
amended from time to time or are  interpreted  from time to time by the staff of
the Commission, and if applicable, exemptive orders or similar relief granted by
the Commission,  and upon receipt of approval of such  sub-advisors by the Board
and by  unitholders  (unless any such approval is not required by such statutes,
rules, regulations, interpretations, orders or similar relief).

5.   Independent Contractors.

     The Advisor and any sub-advisors shall for all purposes herein be deemed to
be independent  contractors and shall,  unless otherwise  expressly  provided or
authorized,  have no authority to act for or represent the Company in any way or
otherwise be deemed to be an agent of the Company.

6.   Compliance with Applicable Requirements.

         In carrying out its obligations under this Agreement, the Advisor shall
at all times conform to:

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     a.   all applicable provisions of the 1940 Act and the Advisers Act and any
          applicable rules and regulations adopted thereunder;

     b.   the provisions of the Memorandum and the registration statement of the
          Company,  as the same may be amended  from time to time under the 1940
          Act, including without limitation, the investment objectives set forth
          therein;

     c.   the provisions of the Company's Certificate of Formation,  as the same
          may be amended from time to time;

     d.   the provisions of the Operating  Agreement of the Company, as the same
          may be amended from time to time

     e.   all policies, procedures and directives adopted by the Board; and

     f.   any other applicable provisions of state, federal or foreign law.

7.   Policies and Procedures.

     The Advisor has adopted and  implemented  written  policies and  procedures
reasonably  designed to prevent violation of the Federal  securities laws by the
Advisor.  The Advisor  shall  provide the Company,  at such times as the Company
shall  reasonably  request,  with a copy of such policies and  procedures  and a
report of such policies and procedures; such report shall be of sufficient scope
and in sufficient detail as may reasonably be required to comply with Rule 38a-1
under  the 1940  Act and to  provide  reasonable  assurance  that  any  material
inadequacies  would be disclosed by such examination,  and, if there are no such
inadequacies, the reports shall so state.

8.   Brokerage.

     The Advisor is responsible for decisions to buy and sell securities for the
Company, broker-dealer selection, and negotiation of brokerage commission rates.
The Advisor's primary  consideration in effecting a security transaction will be
to  obtain  the best  execution.  In  selecting  a  broker-dealer  to  execute a
particular transaction,  the Advisor will take the following into consideration:
the best net price available; the reliability, integrity and financial condition
of the broker-dealer; the size of and the difficulty in executing the order; and
the value of the expected  contribution of the  broker-dealer  to the investment
performance of the Company on a continuing basis. Accordingly,  the price to the
Company  in any  transaction  may be less  favorable  than that  available  from
another broker-dealer if the difference is reasonably justified by other aspects
of the execution services offered.

     Subject to such policies as the Board may from time to time determine,  the
Advisor  shall not be deemed to have acted  unlawfully,  or to have breached any
duty  created by this  Agreement  or  otherwise,  solely by reason of its having
caused  the  Company  to pay a broker  or dealer  that  provides  brokerage  and
research services to the Advisor an amount of commission for effecting a Company
investment  transaction in excess of the amount of commission  another broker or
dealer  would have  charged  for  effecting  that  transaction,  if the  Advisor
determines  in good faith  that such  amount of  commission  was  reasonable  in
relation to the value of the  brokerage and research  services  provided by such
broker or dealer,  viewed in terms of either that particular  transaction or the
Advisor's  overall

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responsibilities with respect to the Company and to other clients of the Advisor
as to which the Advisor exercises investment discretion.  The Advisor is further
authorized  to allocate the orders placed by it on behalf of the Company to such
brokers and dealers who also provide  research or statistical  material or other
services to the  Company,  the Advisor or to any  sub-advisor.  Such  allocation
shall be in such amounts and  proportions as the Advisor shall determine and the
Advisor will report on such  allocations  regularly to the Board  indicating the
brokers to whom such allocations have been made and the basis therefor.

9.   Books and Records.

     The Advisor will maintain, or cause to be maintained, complete and accurate
records in respect of all transactions relating to the Company's portfolio.  The
Advisor  will  keep or will  cause to be kept  records  in  respect  of all such
portfolio  transactions  executed  on  behalf  of the  Company.  To  the  extent
permitted by applicable  law, the Advisor shall provide such access to its books
and records relating to the Company as the Company may reasonably  request.  The
Advisor  shall  have  access  at all  reasonable  times  to  books  and  records
maintained  for the  Company to the extent  necessary  for the Advisor to comply
with all applicable securities or other laws to which it is subject, and further
provided  that the  Company  shall  produce  copies  of such  records  and books
whenever  reasonably  required  to do so by the Advisor for the purpose of legal
proceedings or dealings with any  governmental or regulatory  authorities or for
its internal compliance procedures.

10.  Compensation.

     For the services,  payments and facilities to be furnished hereunder by the
Advisor,  the Advisor shall receive from the Company annual  compensation  in an
amount equal to 1.3 % of the average  monthly  "Managed  Assets" of the Company.
"Managed  Assets"  means the total assets of the Company  (including  any assets
attributable to any leverage that may be  outstanding)  minus the sum of accrued
liabilities  (other than debt representing  financial leverage and the aggregate
liquidation  preference  of  any  outstanding  preferred  securities).   Accrued
liabilities  are  expenses  incurred  in the  normal  course  of  the  Company's
operations.

     Such compensation  shall be calculated and accrued daily and paid quarterly
within  five  (5) days of the end of each  calendar  quarter.  The  value of the
Company's assets shall be computed in accordance with the Operating Agreement of
the Company or any applicable policies and determinations of the Board.

     In case of initiation or termination of the Agreement during any month, the
fee for that month shall be reduced  proportionately  on the basis of the number
of calendar  days during  which the  Agreement is in effect and the fee shall be
computed upon the basis of the average  Managed Assets for the business days the
Agreement is so in effect for that month.

     The Advisor may,  from time to time,  waive or defer all or any part of the
compensation  described  in this  Section  10. The  parties do hereby  expressly
authorize  and instruct  the  Company's  administrator,  or its  successors,  to
calculate the fee payable  hereunder and to remit all payments  specified herein
to the Advisor.

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11.  Expenses of the Advisor.

     The compensation and allocable  routine overhead expenses of all investment
professionals  of the Advisor and its staff,  when and to the extent  engaged in
providing  investment  advisory  services required to be provided by the Advisor
under Section 2 hereof,  will be provided and paid for by the Advisor and not by
the Company.  It is understood that the Company will pay all expenses other than
those expressly  stated to be payable by the Advisor  hereunder,  which expenses
payable by the Company shall  include,  without  limitation  the  following;  if
applicable:

          (i) other than as set forth in the first  sentence of this  Section 11
     above, expenses of maintaining the Company and continuing its existence and
     related  overhead,  including,  to the  extent  services  are  provided  by
     personnel of the Advisor or its  affiliates,  office space and  facilities,
     training and benefits,

          (ii) commissions,  spreads, fees and other expenses connected with the
     acquisition,  holding and  disposition of securities and other  investments
     including  placement and similar fees in connection with direct  placements
     entered into on behalf of the Company,

          (iii) auditing, accounting, tax and legal expenses,

          (iv) taxes and interest,

          (v) governmental fees,

          (vi) expenses of issue,  sale,  repurchase  and redemption (if any) of
     interests in the Company,  including  expenses of conducting  tender offers
     for the purpose of repurchasing Company securities,

          (vii)  expenses  of  registering  and  qualifying  the Company and its
     securities  under  federal and state  securities  laws and of preparing and
     filing, tender offer documents,  registration statements and amendments for
     such purposes,

          (viii) expenses of communicating  with unitholders,  including website
     expenses  and the  expenses  of  preparing,  printing,  and  mailing  press
     releases,  reports  and other  notices to  unitholders  and of  meetings of
     unitholders and proxy solicitations therefor,

          (ix) expenses of reports to governmental officers and commissions,

          (x) insurance expenses,

          (xi) association membership dues,

          (xii) fees, expenses and disbursements of custodians and subcustodians
     for all services to the Company (including  without limitation  safekeeping
     of funds, securities and other investments,  keeping of books, accounts and
     records, and determination of net asset values),

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          (xiii) fees,  expenses and disbursements of transfer agents,  dividend
     and interest paying agents,  unitholder servicing agents and registrars for
     all services to the Company,

          (xiv)  compensation  and  expenses of directors of the Company who are
     not members of the Advisor's organization,

          (xv) pricing,  valuation,  and other consulting or analytical services
     employed in considering  and valuing the actual or prospective  investments
     of the Company,

          (xvi) all expenses  incurred in  leveraging  of the  Company's  assets
     through a line of credit or other  indebtedness  or issuing and maintaining
     notes or preferred securities,

          (xvii) all expenses  incurred in connection  with the  organization of
     the  Company  and any  offering  of the  Company's  securities,  including,
     without  limitation,  units of  membership  interest and preferred and debt
     securities, and

          (xviii)  such  non-recurring  items as may arise,  including  expenses
     incurred in  connection  with  litigation,  proceedings  and claims and the
     obligation  of  the  Company  to  indemnify  its  directors,  officers  and
     unitholders with respect thereto.

12.  Covenants of the Advisor.

     The Advisor covenants that it is registered as an investment  adviser under
the Investment Advisers Act of 1940. The Advisor agrees that its activities will
at all times be in  compliance  in all  material  respects  with all  applicable
federal and state laws governing its operations and investments.

13.  Non-Exclusivity.

     The Company  understands that the persons employed by the Advisor to assist
in the  performance of the Advisor's  duties under this Agreement may not devote
their full time to such service and nothing contained in this Agreement shall be
deemed to limit or  restrict  the right of the Advisor or any  affiliate  of the
Advisor to engage in and devote time and  attention  to other  businesses  or to
render services of whatever kind or nature, so long as the Advisor's services to
the Company are not impaired by the  provision of such  services to others.  The
Company further understands and agrees that managers of the Advisor may serve as
officers or  directors  of the  Company,  and that  officers or directors of the
Company may serve as managers of the Advisor to the extent permitted by law; and
that the managers of the Advisor are not  prohibited  from engaging in any other
business  activity  or from  rendering  services  to any other  person,  or from
serving  as  partners,  officers  or  directors  of any other  firm or  company,
including other investment advisory companies.

14.  Consent to the Use of Name.

     The Advisor  hereby  consents to the royalty free use by the Company of the
name  "Tortoise" as part of the Company's  name and consents to the royalty free
use of the related "Tortoise" logo; provided,  however, that such consents shall
be  conditioned  upon  the  employment  of the  Advisor  or one of its  approved
affiliates as the investment advisor of the Company. The name "Tortoise" and the
related  "Tortoise" logo or any variation  thereof may be used from time to time
in other  connections

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and for other purposes by the advisor and its  affiliates  and other  investment
companies  that have  obtained  consent to the use of the name  "Tortoise".  The
Advisor  shall have the right to  require  the  Company to cease  using the name
"Tortoise" as part of the Company's name and the related  "Tortoise" logo if the
Company  ceases,  for any reason,  to employ the Advisor or one of its  approved
affiliates  as the  Company's  investment  advisor.  Future names adopted by the
Company for itself,  insofar as such names include  identifying  words requiring
the consent of the  Advisor,  shall be the  property of the Advisor and shall be
subject to the same terms and conditions.

15.  Effective Date, Term and Approval.

     This Agreement  shall become  effective with respect to the Company,  as of
June 7, 2007,  or such later date as  unitholder  approval of this  agreement is
obtained. This Agreement shall continue in force and effect through December 31,
2008,  and may be  continued  from year to year  thereafter,  provided  that the
continuation of the Agreement is specifically approved at least annually:

     a.   (i) by the Board or (ii) by the vote of "a majority of the outstanding
          voting  securities" of the Company (as defined in Section  2(a)(42) of
          the 1940 Act); and

     b.   by the  affirmative  vote of a majority of the  directors  who are not
          parties to this Agreement or  "interested  persons" (as defined in the
          1940 Act) of a party to this Agreement (other than as directors of the
          Company), by votes cast in person at a meeting specifically called for
          such purpose.

16.  Termination.

     This  Agreement may be  terminated by the Company at any time,  without the
payment  of any  penalty  by the  Company,  by vote of the Board or by vote of a
majority of the outstanding  voting  securities of the Company,  on no more than
sixty (60) days' written notice to the Advisor. This Agreement may be terminated
by the Advisor at any time,  without the payment of any penalty by the  Advisor,
on no less than sixty  (60)  days'  written  notice to the  Company.  The notice
provided for herein may be waived by the party entitled to receipt thereof. This
Agreement shall automatically terminate in the event of its assignment, the term
"assignment"  for  purposes  of this  paragraph  having the  meaning  defined in
Section 2(a)(4) of the 1940 Act. Upon  termination  pursuant to this Section 16,
the  Advisor,  at the  Company's  request,  must deliver all copies of books and
records maintained in accordance with this Agreement and applicable law.

17.  Amendment.

     No amendment of this Agreement  shall be effective  unless it is in writing
and signed by the party against which enforcement of the amendment is sought. No
amendment  to  Section 10 or Section  11 of this  Agreement  shall be  effective
unless  it is  approved  by the vote of a  majority  of the  outstanding  voting
securities of the Company.

18.  Liability of Advisor.

     The  Advisor  will not be liable  in any way for any  default,  failure  or
defect in any of the  securities  comprising  the Company's  portfolio if it has
satisfied the duties and the standard of care,

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diligence and skill set forth in this Agreement.  However,  the Advisor shall be
liable to the Company for any loss,  damage,  claim,  cost,  charge,  expense or
liability  resulting from the Advisor's willful  misconduct,  bad faith or gross
negligence  or disregard by the Advisor of the  Advisor's  duties or standard of
care,  diligence and skill set forth in this  Agreement or a material  breach or
default of the Advisor's obligations under this Agreement.

19.  Notices.

     Any  notices  under  this  Agreement  shall be in  writing,  addressed  and
delivered,  telecopied or mailed  postage  paid, to the other party  entitled to
receipt  thereof at such address as such party may  designate for the receipt of
such notice.  Until  further  notice to the other  party,  it is agreed that the
address of the Company and that of the Advisor shall be 10801 Mastin  Boulevard,
Suite 222, Overland Park, Kansas 66210.

20.  Questions of Interpretation.

     Any question of  interpretation  of any term or provision of this Agreement
having a  counterpart  in or  otherwise  derived from a term or provision of the
1940 Act or the  Advisers  Act shall be  resolved by  reference  to such term or
provision of the 1940 Act or the Advisers Act and to interpretations thereof, if
any, by the United States courts or in the absence of any  controlling  decision
of any such court,  by rules,  regulations  or orders of the  Commission  issued
pursuant to said Acts.  In addition,  where the effect of a  requirement  of the
1940 Act or the Advisers  Act  reflected  in any  provision of the  Agreement is
revised by rule, regulation or order of the Commission,  such provision shall be
deemed to incorporate the effect of such rule,  regulation or order.  Subject to
the foregoing,  this Agreement  shall be governed by and construed in accordance
with the laws (without reference to conflicts of law provisions) of the State of
Delaware.

                            [Signature Page Follows]


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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed in duplicate by their  respective duly  authorized  officers on the day
and year first written above.

                                    TORTOISE TOTAL RETURN FUND, LLC



                                    By:
                                       -----------------------------------------
                                    Name:  David J. Schulte
                                    Title: Chief Executive Officer and President


                                    TORTOISE CAPITAL ADVISORS, L.L.C.



                                    By:
                                       -----------------------------------------
                                    Name:  Terry Matlack
                                    Title: Managing Director



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