INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 15th day of September, 2009, by and between Tortoise
Energy Infrastructure Corporation, a Maryland corporation having its principal place of business in
Leawood, Kansas (the “Company”), and Tortoise Capital Advisors, L.L.C., a Delaware limited
liability company having its principal place of business in Leawood, Kansas (the “Adviser”).
WHEREAS, the Company is registered under the Investment Company Act of 1940, as amended (the
“1940 Act”), as a closed-end, non-diversified management investment company;
WHEREAS, the Adviser is registered under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), as an investment adviser and engages in the business of acting as an investment
adviser;
WHEREAS, the Company and the Adviser 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 Adviser.
The Company appoints the Adviser to act as manager and investment adviser to the Company for
the period and on the terms herein set forth. The Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. Duties of the Adviser.
Subject to the overall supervision and review of the Board of Directors of the Company
(“Board”), the Adviser 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 Adviser 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, subject always
to the provisions of the Company’s Charter, Bylaws and its registration statement under the 1940
Act and under the Securities Act of 1933 covering the Company’s shares, as filed with the
Securities and Exchange Commission (the “Commission”), and to the investment objective, policies
and restrictions 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 Adviser 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.
3. Administrative Duties of the Adviser.
The Adviser 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 paying agent and other service providers). The Adviser
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 Adviser shall (i)
oversee the performance and fees of the Company’s service providers and make such reports and
recommendations to the Board of Directors 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, shareholder 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 Adviser. The Company shall
reimburse the Adviser or its affiliates for all out-of-pocket expenses incurred in providing the
services set forth in this Section 3.
4. Delegation of Responsibilities.
The Adviser is authorized to delegate any or all of its rights, duties and obligations under
this Agreement to one or more sub-advisers, and may enter into agreements with sub-advisers, and
may replace any such sub-advisers 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-advisers by the Board and by shareholders (unless any such
approval is not required by such statutes, rules, regulations, interpretations, orders or similar
relief).
5. Independent Contractors.
The Adviser and any sub-advisers 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 Adviser shall at all times conform
to:
| a. | all applicable provisions of the 1940 Act and the Advisers Act and any rules and regulations adopted thereunder; |
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| b. | the provisions of the registration statement of the Company, as the same may be amended from time to time under the 1940 Act; | ||
| c. | the provisions of the Prospectus, including without limitation, the investment objective; | ||
| d. | the provisions of the Company’s Articles of Incorporation, as the same may be amended from time to time; | ||
| e. | the provisions of the Bylaws of the Company, as the same may be amended from time to time; | ||
| f. | all policies, procedures and directives adopted by the Board; and | ||
| g. | any other applicable provisions of state, federal or foreign law. |
7. Brokerage.
The Adviser is responsible for decisions to buy and sell securities for the Company,
broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s primary
consideration in effecting a security transaction will be to obtain the best execution. In
selecting a broker-dealer to execute each particular transaction, the Adviser 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 Adviser 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 Adviser 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 Adviser 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 Adviser’s
overall responsibilities with respect to the Company and to other clients of the Adviser as to
which the Adviser exercises investment discretion. The Adviser 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 Adviser or to any
sub-adviser. Such allocation shall be in such amounts and proportions as the Adviser shall
determine and the Adviser will report on said allocations regularly to the Board indicating the
brokers to whom such allocations have been made and the basis therefor.
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8. Books and Records.
The Adviser will maintain complete and accurate records in respect of all transactions
relating to the Company’s portfolio. The Adviser 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 Adviser shall provide access to its books and records relating to
the Company as the Company may reasonably request. The Adviser shall have access at all reasonable
times to books and records maintained for the Company to the extent necessary for the Adviser 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 Adviser for the purpose of legal proceedings or dealings with any governmental or
regulatory authorities or for its internal compliance procedures.
9. Compensation.
For the services, payments and facilities to be furnished hereunder by the Adviser, the
Adviser shall be entitled to receive from the Company compensation in an amount equal to .95%
annually 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 deferred taxes or debt representing financial
leverage). Accrued liabilities are expenses incurred in the normal course of the Company’s
operations.
Such compensation shall be calculated and accrued monthly and paid quarterly within five (5)
days of the end of each calendar quarter. The Company’s net assets shall be computed in accordance
with the Articles of Incorporation of the Company and any applicable policies and determinations of
the Board of Directors. The parties do hereby expressly authorize and instruct the Company’s
Administrator, U.S. Bancorp Fund Services LLC, or its successors, to calculate the fee payable
hereunder and to remit all payments specified herein to the Adviser.
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 gross assets for
the business days the Agreement is so in effect for that month.
The Adviser may, from time to time, waive all or a part of the above compensation.
10. Expenses of the Adviser.
It is understood that the Company will pay all expenses other than those expressly stated to
be payable by the Adviser hereunder, which expenses payable by the Company shall include, without
implied limitation, (i) expenses of maintaining the Company and continuing its existence, (ii)
registration of the Company under the 1940 Act, (iii) 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, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi)
governmental fees, (vii) expenses of listing shares of the Company with a stock exchange, and
expenses of issue, sale, repurchase and redemption (if any) of interests in the
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Company, including expenses of conducting tender offers for the purpose of repurchasing
Company interests, (viii) expenses of registering and qualifying the Company and its shares under
federal and state securities laws and of preparing and filing registration statements and
amendments for such purposes, (ix) expenses of reports and notices to shareholders and of meetings
of shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers
and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) 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), (xiv) fees, expenses and
disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and
registrars for all services to the Company, (xv) compensation and expenses of directors of the
Company who are not members of the Adviser’s organization, (xvi) pricing and valuation services
employed by the Company, (xvii) all expenses incurred in connection with leveraging of the
Company’s assets through a line of credit, or issuing and maintaining preferred shares, (xviii) all
expenses incurred in connection with the organization of the Company and the initial pubic offering
of common shares, and (xix) 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 shareholders with respect thereto.
11. Non-Exclusivity.
The Company understands that the persons employed by the Adviser to assist in the performance
of the Adviser’s duties under this Agreement will 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 Adviser
or any affiliate of the Adviser to engage in and devote time and attention to other businesses or
to render services of whatever kind or nature. The Company further understands and agrees that
managers of the Adviser may serve as officers or directors of the Company, and that officers or
directors of the Company may serve as managers of the Adviser to the extent permitted by law; and
that the managers of the Adviser 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.
12. Consent to the Use of Name.
The Adviser hereby consents to the use by the Company of the name “Tortoise” as part of the
Company’s name; provided, however, that such consent shall be conditioned upon the employment of
the Adviser or one of its affiliates as the investment adviser of the Company. The name “Tortoise”
or any variation thereof may be used from time to time in other connections and for other purposes
by the Adviser and its affiliates and other investment companies that have obtained consent to the
use of the name “Tortoise”. The Adviser shall have the right to require the Company to cease using
the name “Tortoise” as part of the Company’s name if the Company ceases, for any reason, to employ
the Adviser or one of its affiliates as the Company’s investment adviser. Future names adopted by
the Company for itself, insofar as such names include identifying words requiring the consent of
the Adviser, shall be the property of the Adviser and shall be subject to the same terms and
conditions.
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13. Effective Date, Term and Approval.
This Agreement shall become effective with respect to the Company, if approved by the
shareholders of the Company, as of the date of execution above. If so approved, this Agreement
shall continue in force and effect through December 31, 2010, 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 0000 Xxx); 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 0000 Xxx) 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. |
14. Termination.
This Agreement may be terminated as to the Company at any time, without the payment of any
penalty, by vote of the Board or by vote of a majority of the outstanding voting securities of the
Company, or by the Adviser, on no more than sixty (60) days’ written notice to the other party.
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 14, the Adviser, at the Company’s request, must deliver all
copies of books and records maintained in accordance with this Agreement and applicable law.
15. 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.
16. Liability of Adviser.
The Adviser 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, diligence and skill set forth in this Agreement. However, the Adviser shall be liable to the
Company for any loss, damage, claim, cost, charge, expense or liability resulting from the
Adviser’s willful misconduct, bad faith or gross negligence or disregard by the Adviser of the
Adviser’s duties or standard of care, diligence and skill set forth in this Agreement or a material
breach or default of the Adviser’s obligations under this Agreement.
17. 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
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that the address of the Company and that of the Adviser shall be 00000 Xxx Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxx 00000.
18. 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.
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 ENERGY NFRASTRUCTURE CORPORATION |
||||
| By: | ||||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Chief Financial Officer | |||
| TORTOISE CAPITAL ADVISORS, L.L.C. |
||||
| By: | ||||
| Name: | H. Xxxxx Xxxxxx | |||
| Title: | Senior Managing Director | |||
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