EXHIBIT G.2
REIMBURSEMENT AGREEMENT
AGREEMENT made this 23rd day of February, 2004, by and between TORTOISE
ENERGY INFRASTRUCTURE 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:
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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 commencement of the Company's operations
through February 28, 2005 and for the 12 month periods ending on the last day of
February in each indicated year during the term of the Advisory Agreement
(including any continuation done in accordance with Section 15(c) of the
Investment Company Act of 1940), the Adviser agrees to reimburse the Company for
fees and expenses, including the investment advisory fee and other expenses, in
the amounts determined by applying the following annual rates to the average
monthly managed assets (as defined in the Advisory Agreement) of the Company:
Percentage Reimbursed
Period ending (as a percentage of average monthly managed assets)
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February 28, 2005 .23%
February 28, 2006 .23%
February 28, 2007 .10%
February 29, 2008 .10%
February 28, 2009 .10%
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 Adviser's obligation to so reimburse fees
and expenses hereunder, shall terminate on the earlier of (a) February 28, 2009
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 ENERGY INFRASTRUCTURE CORPORATION
By:/s/ Xxxxx X. Xxxxxxx
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TORTOISE CAPITAL ADVISORS, LLC
By:/s/ Xxxxx Xxxxxxx
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