EXHIBIT 99.g(2)
REIMBURSEMENT AGREEMENT
AGREEMENT made this __ day of _______, 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:
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 January 31, 2005 and for the 12 month periods ending January
31 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 daily net
assets of the Company:
Percentage Reimbursed
Period ending (as a percentage of average monthly managed assets)
---------------- ---------------------------------------------------
January 31, 2005 .23%
January 31, 2006 .23%
January 31, 2007 .10%
January 31, 2008 .10%
January 31, 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) January 31,
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:___________________________
[title]
TORTOISE CAPITAL ADVISORS, LLC
By:___________________________
[title]
