INVESTMENT ADVISORY AGREEMENT INVESTMENT ADVISORY AGREEMENT made as of this 31st day of October, 2005 by and between Tortoise North American Energy Corporation, a Maryland corporation having its principal place of business in Overland Park, Kansas...Investment Advisory Agreement • January 5th, 2006 • Tortoise North American Energy Corp • Delaware
ARTICLE I CERTAIN DEFINITIONSCustody Agreement • April 1st, 2005 • Tortoise North American Energy Corp • Ohio
BROKER-DEALER AGREEMENT This Broker-Dealer Agreement dated as of ________, 2006, is between The Bank of New York (the "Auction Agent") (not in its individual capacity, but solely as agent of Tortoise North American Energy Corporation (the "Company")),...Broker-Dealer Agreement • June 9th, 2006 • Tortoise North American Energy Corp • New York
TORTOISE NORTH AMERICAN ENERGY CORPORATION, as Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee INDENTURE OF TRUST Dated as of _______ __, 200_ TORTOISE NORTH AMERICAN ENERGY CORPORATION Certain Sections of this Indenture relating to...Tortoise North American Energy Corp • January 5th, 2006 • New York
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. Attention should also be directed to Section 318(c) of the Trust Indenture Act of 1939, as amended, which provides that the provisions of Section 310 to and including 317 of the 1939 Act are a part of and govern every qualified indenture, whether or not physically contained therein.
AUCTION RATE SENIOR NOTES $[50,000,000] SERIES A, DUE _____ __, 2045 ($25,000 DENOMINATIONS) TORTOISE NORTH AMERICAN ENERGY CORPORATION UNDERWRITING AGREEMENTTortoise North American Energy Corp • January 5th, 2006 • New York
Tortoise North American Energy Corporation, a Maryland corporation (the "Company"), proposes to, subject to the terms and conditions stated herein, issue and sell to the Underwriters named in Schedule I hereto (each an "Underwriter" and, together the "Underwriters") $[50,000,000] aggregate principal amount of auction rate senior notes Series A, due ______ __, 2045 (the "Tortoise Notes"). The Tortoise Notes will be issued pursuant to the provisions of an indenture (the "Base Indenture") to be dated as of ______ __, 2005 between the Company and The Bank of New York Trust Company, N.A., as trustee (the "Trustee") and a supplemental indenture between the Company and the Trustee, to be dated ______ __, 2005 (the "Supplemental Indenture," and together with the Base Indenture, the "Indenture"). The Company and the Company's investment adviser, Tortoise Capital Advisors, LLC, a Delaware limited liability company (the "Investment Adviser"), each wishes to confirm its agreement concerning the pu
EXHIBIT (k)(3) FUND ACCOUNTING SERVICING AGREEMENT THIS AGREEMENT is made and entered into as of this ___ day of January, 2005, by and between TORTOISE NORTH AMERICAN ENERGY CORPORATION, a Maryland corporation (the "Company") and U.S. BANCORP FUND...Fund Accounting Servicing Agreement • April 1st, 2005 • Tortoise North American Energy Corp • Wisconsin
AUCTION AGENCY AGREEMENT dated as of _________, 2006 relating to the MONEY MARKET CUMULATIVE PREFERRED(R) SHARES The Bank of New York as Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this "Agreement"), dated as of _________,...Auction Agency Agreement • June 9th, 2006 • Tortoise North American Energy Corp • New York
EXHIBIT 99.k.2 ADMINISTRATION AGREEMENT THIS AGREEMENT is made as of this ___ day of October 2005, by and between Tortoise North American Energy Corporation, a Maryland corporation (the "Company" or "Fund"), and SEI Investments Mutual Funds Services...Administration Agreement • October 25th, 2005 • Tortoise North American Energy Corp • Delaware
EXHIBIT (k)(2) FUND ADMINISTRATION SERVICING AGREEMENT THIS AGREEMENT is made and entered into as of this ___ day of January, 2005, by and between TORTOISE NORTH AMERICAN ENERGY CORPORATION, a Maryland corporation (the "Company") and U.S. BANCORP FUND...Fund Administration Servicing Agreement • April 1st, 2005 • Tortoise North American Energy Corp • Wisconsin
ADMINISTRATION AGREEMENT THIS AGREEMENT is made as of this 20th day of October 2005, by and between Tortoise North American Energy Corporation, a Maryland corporation (the "Company" or "Fund"), and SEI Investments Mutual Funds Services (the...Administration Agreement • January 5th, 2006 • Tortoise North American Energy Corp • Delaware
WITNESSETH:Subscription Agreement • April 1st, 2005 • Tortoise North American Energy Corp
CREDIT AGREEMENT dated as of April 4, 2006 between TORTOISE NORTH AMERICAN ENERGY CORPORATION and U.S. BANK NATIONAL ASSOCIATION $20,000,000 Revolving Credit Facility CREDIT AGREEMENT This Credit Agreement is made as of April 4, 2006 by and between...Credit Agreement • June 9th, 2006 • Tortoise North American Energy Corp • Kansas
STOCK TRANSFER AGENCY AGREEMENT This STOCK TRANSFER AGENCY AGREEMENT (the "Agreement"), effective as of September 29, 2005 (the "Effective Date"), is between Tortoise North American Energy Corporation (the "Company"), a Maryland corporation, with its...Stock Transfer Agency Agreement • January 5th, 2006 • Tortoise North American Energy Corp • Illinois
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO...Tortoise North American Energy Corp • March 10th, 2006
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
SECURITIES ACCOUNT CONTROL AGREEMENT This Securities Account Control Agreement (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is made and entered into as of January 31, 2006, among TORTOISE NORTH...Securities Account Control Agreement • March 10th, 2006 • Tortoise North American Energy Corp • Pennsylvania
SECURITY AGREEMENT This Security Agreement (this "Agreement") is made as of January 31, 2006, between TORTOISE NORTH AMERICAN ENERGY CORPORATION, a Maryland corporation (the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION (the "Bank"). Preliminary...Security Agreement • March 10th, 2006 • Tortoise North American Energy Corp • Kansas
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 15th, 2010 • Tortoise North American Energy Corp • Delaware
INVESTMENT ADVISORY AGREEMENT made as of this 15th day of September, 2009 by and between Tortoise North American Energy Corporation, a Maryland corporation having its principal place of business in Overland Park, Kansas (the “Company”), and Tortoise Capital Advisors, LLC, a Delaware limited liability company having its principal place of business in Leawood, Kansas (the “Adviser”).
EXHIBIT 99.h.1 TORTOISE NORTH AMERICAN ENERGY CORPORATION (a Maryland corporation) ____________ Shares of Common Stock Par Value $0.001 Per Share UNDERWRITING AGREEMENT RBC Capital Markets Corporation Stifel, Nicolaus & Company, Inc. c/o RBC Capital...Underwriting Agreement • October 25th, 2005 • Tortoise North American Energy Corp • Missouri
CLOSED-END FUND CUSTODY AGREEMENTClosed-End Fund • April 15th, 2010 • Tortoise North American Energy Corp • Minnesota
THIS AGREEMENT is made and entered into as of this 10th day of March, 2010, by and between TORTOISE NORTH AMERICAN ENERGY CORP., (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”).
MoFo Draft dated June 2, 2006 SERIES I MONEY MARKET CUMULATIVE PREFERRED (MMP(R)) SHARES TORTOISE NORTH AMERICAN ENERGY CORPORATION UNDERWRITING AGREEMENTAuction Agency Agreement • June 9th, 2006 • Tortoise North American Energy Corp • New York
EXHIBIT (g)(1) INVESTMENT ADVISORY AGREEMENT AGREEMENT made as of this _______day of __________________, ______ by and between Tortoise North American Energy Corporation, a Maryland corporation having its principal place of business in Overland Park,...Investment Advisory Agreement • April 1st, 2005 • Tortoise North American Energy Corp • Delaware
EXHIBIT (g)(2) REIMBURSEMENT AGREEMENT AGREEMENT made this ____ day of __________________, 2005, by and between TORTOISE NORTH AMERICAN ENERGY CORPORATION, a Maryland corporation (the "Company"), and TORTOISE CAPITAL ADVISORS, LLC, a Delaware limited...Reimbursement Agreement • April 1st, 2005 • Tortoise North American Energy Corp • Delaware
TORTOISE NORTH AMERICAN ENERGY CORPORATION CREDIT AGREEMENT Dated as of April 23, 2007Credit Agreement • April 3rd, 2009 • Tortoise North American Energy Corp • Kansas
This Credit Agreement (the “Agreement”) is made as of April 23, 2007, by and among TORTOISE NORTH AMERICAN ENERGY CORPORATION, a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, and BANK OF OKLAHOMA, N.A., 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”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the lender for Swingline Loans (in such capacity, the “Swingline Lender”); 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”).
EXHIBIT 99.j (WACHOVIA LOGO) WACHOVIA BANK NATIONAL ASSOCIATION FUND CUSTODY AGREEMENT Table of ContentsAgreement • October 25th, 2005 • Tortoise North American Energy Corp
AUCTION RATE SENIOR NOTES $40,000,000 SERIES A, DUE _____ __, 20• ($25,000 DENOMINATIONS) TORTOISE NORTH AMERICAN ENERGY CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 27th, 2006 • Tortoise North American Energy Corp • New York
Tortoise North American Energy Corporation, a Maryland corporation (the "Company"), proposes to, subject to the terms and conditions stated herein, issue and sell to the Underwriters named in Schedule I hereto (each an "Underwriter" and, together the "Underwriters") $40,000,000 aggregate principal amount of auction rate senior notes Series A, due ______ __, 20• (the "Tortoise Notes"). The Tortoise Notes will be issued pursuant to the provisions of an indenture (the "Base Indenture") to be dated as of ______ __, 2006 between the Company and The Bank of New York Trust Company, N.A., as trustee (the "Trustee") and a supplemental indenture between the Company and the Trustee, to be dated ______ __, 2006 (the "Supplemental Indenture," and together with the Base Indenture, the "Indenture"). The Company and the Company's investment adviser, Tortoise Capital Advisors, LLC, a Delaware limited liability company (the "Investment Adviser"), each wishes to confirm its agreement concerning the purch
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 13th, 2010 • Tortoise North American Energy Corp
This Fifth Amendment to Credit Agreement (the “Amendment”) is made and effective as of June 20, 2010, by and between TORTOISE NORTH AMERICAN ENERGY CORPORATION, a Maryland corporation (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as a Bank hereunder, as the lender for Swingline Loans (in such capacity, the “Swingline Lender”), as agent for the Banks hereunder (in such capacity, the “Agent”), and as lead arranger hereunder (in such capacity, the “Lead Arranger”). Capitalized terms used and not defined in this Amendment have the meanings given to them in the Credit Agreement referred to below.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 15th, 2010 • Tortoise North American Energy Corp
This Fourth Amendment to Credit Agreement (the “Amendment”) is made as of June __, 2009, by and between TORTOISE NORTH AMERICAN ENERGY CORPORATION, a Maryland corporation (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), and as the lender for Swingline Loans (in such capacity, the “Swingline Lender”), as agent for the Banks hereunder (in such capacity, the “Agent”), and as lead arranger hereunder (in such capacity, the “Lead Arranger”). Capitalized terms used and not defined in this Amendment have the meanings given to them in the Credit Agreement referred to below.
WACHOVIA BANK NATIONAL ASSOCIATION FUND CUSTODY AGREEMENT Table of ContentsWachovia Bank National Association Fund Custody Agreement • January 5th, 2006 • Tortoise North American Energy Corp
APPENDIX A FORM OF AGREEMENT AND PLAN OF REORGANIZATIONForm of Agreement and Plan of Reorganization • April 3rd, 2009 • Tortoise North American Energy Corp
This Agreement and Plan of Reorganization (“Agreement”) is entered into as of _____________, 2009, by and between Tortoise Gas and Oil Corporation, a registered closed-end management investment company, File No. 811-22097 (“TGO”), and Tortoise North American Energy Corporation, a registered closed-end management investment company, File No. 811-21700 (“TYN” and together with TGO, each a “Fund” and collectively the “Funds”).
Exhibit (h)(2) RBC CAPITAL MARKETS CORPORATION MASTER SELECTED DEALERS AGREEMENTTortoise North American Energy Corp • October 20th, 2005 • New York
Tortoise North American Energy Corporation U.S.$25,000,000 5.56% Senior Notes, Series B, due June 17, 2011 U.S.$20,000,000 6.23% Senior Notes, Series C, due June 17, 2015 Master Note Purchase Agreement Dated June 17, 2008Credit Agreement • April 15th, 2010 • Tortoise North American Energy Corp • New York
Tortoise North American Energy Corporation, 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 TO THE FUND ADMINISTRATION SERVICING AGREEMENTFund Administration Servicing Agreement • July 13th, 2010 • Tortoise North American Energy Corp
THIS AMENDMENT is dated the 24th of May, 2010 and is to be effective as of the 1st day of May 2010, by and between TORTOISE NORTH AMERICAN ENERGY CORPORATION, a Maryland corporation, and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (collectively, the “Parties”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 3rd, 2009 • Tortoise North American Energy Corp
This First Amendment to Credit Agreement (the “Amendment”) is made as of March 21, 2008, by and among TORTOISE NORTH AMERICAN ENERGY CORPORATION, a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, and BANK OF OKLAHOMA, N.A., a national banking association, (each a “Bank” and, collectively, the “Banks”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the lender for Swingline Loans (in such capacity, the “Swingline Lender”); and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent for the Banks hereunder (in such capacity, the “Agent”); and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as lead arranger hereunder (in such capacity, the “Lead Arranger”). Capitalized terms used and not defined herein have the meanings given to them in the Credit Agreement referred to below.
ContractFund Accounting Servicing Agreement • April 15th, 2010 • Tortoise North American Energy Corp • Wisconsin
FUND ADMINISTRATION SERVICING AGREEMENTFund Administration Servicing Agreement • April 15th, 2010 • Tortoise North American Energy Corp • Wisconsin
THIS AGREEMENT is made and entered into as of this _______ day of September, 2009, by and between TORTOISE NORTH AMERICAN ENERGY CORPORATION, a Maryland corporation (the “Company” or “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
