0000922907-10-000233 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment 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”).

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CLOSED-END FUND CUSTODY AGREEMENT
Closed-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”).

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit 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.

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, 2008
Credit 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:

Contract
Fund Accounting Servicing Agreement • April 15th, 2010 • Tortoise North American Energy Corp • Wisconsin
FUND ADMINISTRATION SERVICING AGREEMENT
Fund 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”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • April 15th, 2010 • Tortoise North American Energy Corp

THIS FEE WAIVER AGREEMENT (the "Agreement") dated as of September 14, 2009, is by and between Tortoise Capital Advisors, L.L.C. (the " Adviser") and Tortoise North American Energy Corporation (the “Company”).

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