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 liability
company (the "Adviser").
W I T N E S S E T H:
WHEREAS, the Company and the Adviser have separately entered into an
Investment Advisory Agreement of even date herewith (the "Advisory Agreement");
and
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, and in connection with the establishment and commencement of
operations of the Company, it is hereby agreed by and between the parties hereto
as follows:
1. For the period from the closing of the Company's initial public
offering of its Common Shares and ending one year thereafter, the Adviser agrees
to reimburse the Company for fees and expenses, including the investment
advisory fee and other expenses, in the amount of .25% of the average monthly
managed assets of the Company as defined in the Advisory Agreement.
2. To effect the expense reimbursement provided for in this Agreement, the
Company may offset the appropriate amount of the reimbursement contemplated
hereunder against the investment advisory fee payable under the Advisory
Agreement.
3. This Agreement, and the Advisor's obligation to so reimburse fees and
expenses hereunder, shall terminate on the earlier of one year from the closing
of the initial public offering of the Company's Common Shares or (b) termination
of the Advisory Agreement.
4. Except as provided in paragraph 3 above, this Agreement may be
terminated only by the vote of the Board of Directors of the Company, including
the vote of a majority of the members of the Board who are not "interested
persons" within the meaning of the Investment Company Act of 1940.
5. This Agreement shall be construed in accordance with applicable federal
law and the laws of the State of Delaware.
TORTOISE NORTH AMERICAN ENERGY TORTOISE CAPITAL ADVISORS, LLC
CORPORATION
By:___________________________ By:___________________________________
[title] [title]
