WELLS FARGO SECURITIES, LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • July 24th, 2009 • Tortoise Power & Energy Infrastructure Fund Inc • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 6, 2009, is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accep
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC. [ ] COMMON SHARES $20.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2009 • Tortoise Power & Energy Infrastructure Fund Inc • New York
Tortoise Power and Energy Infrastructure Fund, Inc. (the “Fund”), and Tortoise Capital Advisors, L.L.C. (the “Adviser”), confirm their respective agreements with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo, UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Fund of a total of [ ] common shares, par value $0.001 per share (the “Initial Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Fund to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof
CLOSED-END FUND CUSTODY AGREEMENTCustody Agreement • July 24th, 2009 • Tortoise Power & Energy Infrastructure Fund Inc • Minnesota
THIS AGREEMENT is made and entered into this ___ day of July, 2009, by and between TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC. (the “Fund”), a Maryland corporation 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”).
FUND ADMINISTRATION SERVICING AGREEMENTFund Administration Servicing Agreement • July 24th, 2009 • Tortoise Power & Energy Infrastructure Fund Inc • Wisconsin
THIS AGREEMENT is made and entered into as of this ___day of July, 2009, by and between TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation (the “Company” or “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • July 24th, 2009 • Tortoise Power & Energy Infrastructure Fund Inc • New York
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 24th, 2009 • Tortoise Power & Energy Infrastructure Fund Inc • New York
This agreement is between Tortoise Capital Advisors, L.L.C. (the “Company”) and UBS Securities LLC (“UBS”) with respect to Tortoise Power and Energy Infrastructure Fund, Inc. (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 24th, 2009 • Tortoise Power & Energy Infrastructure Fund Inc • New York
Reference is made to the Underwriting Agreement dated July [ ], 2009 (the “Underwriting Agreement”), by and among Tortoise Power and Energy Infrastructure Fund, Inc. (the “Fund”), Tortoise Capital Advisors, L.L.C. (the “Adviser”) and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 24th, 2009 • Tortoise Power & Energy Infrastructure Fund Inc • New York
Reference is made to the Underwriting Agreement dated July [ ], 2009 (the “Underwriting Agreement”), by and among Tortoise Power and Energy Infrastructure Fund, Inc. (the “Fund”), Tortoise Capital Advisors, L.L.C. (the “Adviser”) and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
