TORTOISE ENERGY INFRASTRUCTURE CORPORATION FUND ACCOUNTING SERVICING AGREEMENT
EXHIBIT
k.4
THIS
AGREEMENT is made and entered into
this 5th day of September, 2006, by and between TORTOISE
ENERGY INFRASTRUCTURE CORPORATION, a Maryland corporation (the
“Company” or “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a
Wisconsin limited liability company (“USBFS”).
WHEREAS,
the Company is registered
under the Investment Company Act of 1940, as amended (the “1940 Act”), as a
closed-end management investment company, and is authorized to issue shares
of
common stock; and
WHEREAS,
USBFS is, among other things,
in the business of providing mutual fund accounting services to investment
companies; and
WHEREAS,
the Company desires to retain
USBFS to provide accounting services to the Company.
NOW,
THEREFORE, in consideration of the
promises and mutual covenants herein contained, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
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1.
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Appointment
of USBFS as Fund
Accountant
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The
Company hereby appoints USBFS as fund accountant of the Company on the terms
and
conditions set forth in this Agreement, and USBFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement. The services and duties of USBFS shall be confined to
those matters expressly set forth herein, and no implied duties are assumed
by
or may be asserted against USBFS hereunder.
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2.
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Services
and Duties of USBFS
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USBFS
shall provide the following accounting services to the Company:
A. Portfolio
Accounting Services:
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(1)
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Maintain
portfolio records on a trade date+1 basis using security trade
information
communicated from the Company’s investment
adviser.
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(2)
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For
each valuation date, obtain prices from a pricing source approved
by the
board of directors of the Company (the “Board of Directors”) and apply
those prices to the portfolio positions. For those securities
where market quotations are not readily available, the Board of
Directors
shall approve, in good faith, procedures for determining the fair
value
for such securities.
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(3)
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Identify
interest and dividend accrual balances as of each valuation date
and
calculate gross earnings on investments for each accounting
period.
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(4)
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Determine
gain/loss on security sales and identify them as short-term or
long-term;
account for periodic distributions of gains or losses to shareholders
and
maintain undistributed gain or loss balances as of each valuation
date.
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(5)
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On
a daily basis, reconcile cash and investment balances of the Company
with
the Company’s custodian and provide the Company’s investment adviser with
the beginning cash balance available for investment
purposes.
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(6)
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Transmit
a copy of the portfolio valuation to the Fund’s investment adviser
daily.
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(7)
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Review
the impact of current day’s activity on a per share basis, and review
changes in market value.
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B. Expense
Accrual and Payment Services:
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(1)
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For
each valuation date, calculate the expense accrual amounts as directed
by
the Company as to methodology, rate or dollar
amount.
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(2)
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Process
and record payments for Company expenses upon receipt of written
authorization from the Company.
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(3)
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Account
for Company expenditures and maintain expense accrual balances
at the
level of accounting detail, as agreed upon by USBFS and the
Company.
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(4)
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Provide
expense accrual and payment
reporting.
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C. Company
Valuation and Financial Reporting Services:
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(1)
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Account
for Company share purchases, tenders, sales, exchanges, transfers,
dividend reinvestments, and other Company share activity as reported
by
the Company’s transfer agent on a timely
basis.
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(2)
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Apply
equalization accounting as directed by the
Company.
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(3)
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Determine
net investment income (earnings) for the Company as of each valuation
date. Account for periodic distributions of earnings to
shareholders and maintain undistributed net investment income balances
as
of each valuation date.
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(4)
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Maintain
a general ledger and other accounts, books, and financial records
for the
Company in the form as agreed upon.
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(5)
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Determine
the net asset value of the Company according to the accounting
policies
and procedures set forth in the Company's current
prospectus.
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(6)
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Calculate
per share net asset value, per share net earnings, and other per
share
amounts reflective of Company operations at such time as required
by the
nature and characteristics of the
Company.
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(7)
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Communicate
to the Company, at an agreed upon time, the per share net asset
value for
each valuation date.
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(8)
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Prepare
monthly reports that document the adequacy of accounting detail
to support
month-end ledger balances.
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(9)
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Prepare
monthly security transactions
listings.
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D. Tax
Accounting Services:
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(1)
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Maintain
accounting records for the investment portfolio of the Company
to support
the tax reporting required for “regulated investment companies” under the
Internal Revenue Code of 1986, as amended (the
“Code”).
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(2)
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Maintain
tax lot detail for the Company’s investment
portfolio.
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(3)
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Calculate
taxable gain/loss on security sales using the tax lot relief method
designated by the Company.
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(4)
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Provide
the necessary financial information to calculate the taxable components
of
income and capital gains distributions to support tax reporting
to the
shareholders.
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E. Compliance
Control Services:
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(1)
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Support
reporting to regulatory bodies and support financial statement
preparation
by making the Company’s accounting records available to the Company, the
Securities and Exchange Commission (the “SEC”), and the independent
accountants.
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(2)
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Maintain
accounting records according to the Investment Company Act of 1940,
as
amended (the “1940 Act”) and regulations provided
thereunder.
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(3)
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Perform
its duties hereunder in compliance with all applicable laws and
regulations and provide any sub-certifications reasonably requested
by the
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Company
in connection with any certification required of the Company
pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOX Act”) or any rules or
regulations promulgated by the SEC thereunder, provided the same shall not
be
deemed to change USBFS’s standard of care as set forth herein.
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(4)
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Cooperate
with the Company’s independent accountants and take all reasonable action
in the performance of its obligations under this Agreement to ensure
that
the necessary information is made available to such accountants
for the
expression of their opinion on the Company’s financial statements without
any qualification as to the scope of their
examination.
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3.
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License
of Data; Warranty; Termination of
Rights
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A.
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Except
to the extent that the valuation information and evaluations being
provided to the Company by USBFS pursuant hereto are property of
the
Company pursuant to Section 13 of this Agreement, such valuation
information and evaluations (subject to such exception,
collectively, the “Data”) are being licensed, not sold, to the
Company. The Company has a limited license to use the Data only
for purposes necessary to valuing the Company’s assets and reporting to
regulatory bodies (the “License”). The Company does not have
any license nor right to use the Data for purposes beyond the intentions
of this Agreement including, but not limited to, resale to other
users or
use to create any type of historical database. The License is
non-transferable and not sub-licensable. The Company’s right to
use the Data cannot be passed to or shared with any other
entity.
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The
Company acknowledges the proprietary rights that USBFS and its suppliers
have in
the Data.
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B.
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THE
COMPANY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS
OR
IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY
OTHER
MATTER.
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C.
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USBFS
may stop supplying some or all Data to the Company if USBFS’s suppliers
terminate any agreement to provide Data to USBFS. In that
situation, the Company has the right to terminate this Agreement
immediately. Also, USBFS may stop supplying some or all Data to
the Company if USBFS reasonably believes that the Company is using
the
Data in violation of the License, or breaching its duties of
confidentiality provided for hereunder, or if any of USBFS’s suppliers
demand that the Data be withheld from the Company. USBFS will
provide notice to the Company of any termination of provision of
Data as
soon as reasonably possible.
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4.
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Pricing
of Securities
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A.
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For
each valuation date, USBFS shall obtain prices from a pricing source
recommended by USBFS and approved by the Board of Directors and
apply
those prices to the portfolio positions of the Company. For
those securities where market quotations are not readily available,
the
Board of Directors shall approve, in good faith, procedures for
determining the fair value for such
securities.
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If
the
Company desires to provide a price that varies from the price provided by
the
pricing source, the Company shall promptly notify and supply USBFS with the
price of any such security on each valuation date. All pricing
changes made by the Company will be in writing and must specifically identify
the securities to be changed by CUSIP, name of security, new price or rate
to be
applied, and, if applicable, the time period for which the new price(s) is/are
effective.
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B.
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In
the event that the Company at any time receives Data containing
evaluations, rather than market quotations, for certain securities
or
certain other data related to such securities, the following provisions
will apply: (i) evaluated securities are typically complicated
financial instruments; there are many methodologies (including
computer-based analytical modeling and individual security evaluations)
available to generate approximations of the market value of such
securities, and there is significant professional disagreement
about which
method is best. No evaluation method, including those used by
USBFS and its suppliers, may consistently generate approximations
that
correspond to actual “traded” prices of the securities; (ii) methodologies
used to provide the pricing portion of certain Data may rely on
evaluations; however, the Company acknowledges that there may be
errors or
defects in the software, databases, or methodologies generating
the
evaluations that may cause resultant evaluations to be inappropriate
for
use in certain applications; and (iii) the Company assumes all
responsibility for edit checking, external verification of evaluations,
and ultimately the appropriateness of using Data containing evaluations,
regardless of any efforts made by USBFS and its suppliers in this
respect.
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5.
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Changes
in Accounting Procedures
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Any
resolution passed by the Board of Directors that affects accounting practices
and procedures under this Agreement shall be effective upon written receipt
of
notice and acceptance by USBFS, which acceptance shall not be unreasonably
withheld.
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6.
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Changes
in Equipment, Systems,
Etc.
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USBFS
reserves the right to make changes from time to time, as it deems advisable,
relating to its systems, programs, rules, operating schedules and equipment,
so
long as such changes do not adversely affect the services provided to the
Company under this Agreement.
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7.
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Compensation
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USBFS
shall be compensated for providing the services set forth in this Agreement
in
accordance with the fee schedule set forth on Exhibit A hereto (as
amended from time to time). USBFS shall also be compensated for such
out-of-pocket expenses (e.g., telecommunication charges, postage and delivery
charges, and reproduction charges) as are reasonably incurred by USBFS in
performing its duties hereunder. The Company shall pay all such fees
and reimbursable expenses within 30 calendar days following receipt of the
billing notice, except for any fee or expense subject to a good faith
dispute. The Company shall notify USBFS in writing within 30 calendar
days following receipt of each invoice if the Company is disputing any amounts
in good faith. Within 10 calendar days of the day on which the
parties agree to the amount to be paid, the Company shall pay such agreed-upon
amount. With the exception of any fee or expense the Company is
disputing in good faith as set forth above, unpaid invoices shall accrue
a
finance charge of 1½% per month after the due date.
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8.
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Representations
and Warranties
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A.
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The
Company hereby represents and warrants to USBFS, which representations
and
warranties shall be deemed to be continuing throughout the term
of this
Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by the
Company
in accordance with all requisite action and constitutes a valid
and
legally binding obligation of the Company, enforceable in accordance
with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and
remedies of
creditors and secured parties; and
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(3)
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It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as
now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
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B.
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USBFS
hereby represents and warrants to the Company, which representations
and
warranties shall be deemed to be continuing throughout the term
of this
Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by USBFS
in
accordance with all requisite action and constitutes a valid and
legally
binding obligation of USBFS, enforceable in accordance with its
terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
other
laws of general application affecting the rights and remedies of
creditors
and secured parties; and
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(3)
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It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as
now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
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9.
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Standard
of Care; Indemnification; Limitation of
Liability
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A.
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USBFS
shall exercise reasonable care in the performance of its duties
under this
Agreement. Neither USBFS nor its suppliers shall be liable for
any error of judgment or mistake of law or for any loss suffered
by the
Company or any third party in connection with its duties under
this
Agreement, including losses resulting from mechanical breakdowns
or the
failure of communication or power supplies beyond USBFS’s control, except
a loss arising out of or relating to USBFS’s refusal or failure to comply
with the terms of this Agreement or from its bad faith, negligence,
or
willful misconduct in the performance of its duties under this
Agreement. Notwithstanding any other provision of this
Agreement, if USBFS has exercised reasonable care in the performance
of
its duties under this Agreement, the Company shall indemnify and
hold
harmless USBFS from and against any and all claims, demands,
losses, expenses, and liabilities of any and every nature (including
reasonable attorneys’ fees) that USBFS may sustain or incur or
that may be asserted against USBFS by any person arising out of
or related to (X) any action taken or omitted to be taken by it
in
performing the services hereunder (i) in accordance with the foregoing
standards, or (ii) in reliance upon any written or oral instruction
provided to USBFS by any duly authorized officer of the Company,
as
approved by the Board of Directors of the Company, or (Y) the Data,
or any
information, service, report, analysis or publication derived therefrom,
except for any and all claims, demands, losses, expenses, and liabilities
arising out of or relating to USBFS’s refusal or failure to comply with
the terms of this Agreement or from its bad faith, negligence or
willful
misconduct in the performance of its duties under this
Agreement. This indemnity shall be a continuing obligation of
the Company, its successors and assigns, notwithstanding the termination
of this Agreement. As used in this
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paragraph, the term “USBFS” shall include USBFS’s directors, officers and employees.
The
Company acknowledges that the Data are intended for use as an aid to
institutional investors, registered brokers or professionals of similar
sophistication in making informed judgments concerning
securities. The Company accepts responsibility for, and acknowledges
it exercises its own independent judgment in, its selection of the Data,
its
selection of the use or intended use of such, and any results
obtained. Nothing contained herein shall be deemed to be a waiver of
any rights existing under applicable law for the protection of
investors.
USBFS
shall indemnify and hold the Company harmless from and against any and all
claims, demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys' fees) that the Company may sustain or incur
or
that may be asserted against the Company by any person arising out of any
action
taken or omitted to be taken by USBFS as a result of USBFS’s refusal or failure
to comply with the terms of this Agreement, or from its bad faith, negligence,
or willful misconduct in the performance of its duties under this
Agreement. This indemnity shall be a continuing obligation of USBFS,
its successors and assigns, notwithstanding the termination of this
Agreement. As used in this paragraph, the term “Company” shall
include the Company’s directors, officers and employees.
In
the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, USBFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues. USBFS
will make every reasonable effort to restore any lost or damaged data and
correct any errors resulting from such a breakdown at the expense of
USBFS. USBFS agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent appropriate
equipment is available. Representatives of the Company shall be
entitled to inspect USBFS’s premises and operating capabilities at any time
during regular business hours of USBFS, upon reasonable notice to
USBFS. Moreover, USBFS shall provide the Company, at such times as
the Company may reasonably require, copies of reports rendered by independent
accountants on the internal controls and procedures of USBFS relating to
the
services provided by USBFS under this Agreement.
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
In
no
case shall either party be liable to the other for (i) any special, indirect
or
consequential damages, loss of profits or goodwill (even if advised of the
possibility of such); or (ii) any delay by reason of circumstances beyond
its
control, including acts of civil or military authority, national emergencies,
labor
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difficulties,
fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection,
war, riots, or failure beyond its control of transportation or power
supply.
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B.
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In
order that the indemnification provisions contained in this section
shall
apply, it is understood that if in any case the indemnitor may
be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall
be fully
and promptly advised of all pertinent facts concerning the situation
in
question, and it is further understood that the indemnitee will
use all
reasonable care to notify the indemnitor promptly concerning any
situation
that presents or appears likely to present the probability of a
claim for
indemnification. The indemnitor shall have the option to defend
the indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it
will so notify the indemnitee and thereupon the indemnitor shall
take over
complete defense of the claim, and the indemnitee shall in such
situation
initiate no further legal or other expenses for which it shall
seek
indemnification under this section. The indemnitee shall in no
case confess any claim or make any compromise in any case in which
the
indemnitor will be asked to indemnify the indemnitee except with
the
indemnitor’s prior written consent.
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C.
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The
indemnity and defense provisions set forth in this Section 9 shall
indefinitely survive the termination and/or assignment of this
Agreement.
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D.
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If
USBFS is acting in another capacity for the Company pursuant to
a separate
agreement, nothing herein shall be deemed to relieve USBFS of any
of its
obligations in such other capacity.
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10.
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Notification
of Error
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The
Company will notify USBFS of any discrepancy between USBFS and the Company,
including, but not limited to, failing to account for a security position
in the
Company’s portfolio, by the later to occur of: (i) three business days after
receipt of any reports rendered by USBFS to the Company; (ii) three business
days after discovery of any error or omission not covered in the balancing
or
control procedure; or (iii) three business days after receiving notice from
any
shareholder regarding any such discrepancy.
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11.
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Data
Necessary to Perform
Services
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The
Company or its agent shall furnish to USBFS the data necessary to perform
the
services described herein at such times and in such form as mutually agreed
upon.
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12.
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Proprietary
and Confidential
Information
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A.
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USBFS
agrees on behalf of itself and its directors, officers, and employees
to
treat confidentially and as proprietary information of the Company,
all
records and other information relative to the Company and prior,
present,
or potential
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shareholders of the Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Company. Records and other information which have become known to the public through no wrongful act of USBFS or any of its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Company or its agent, shall not be subject to this paragraph, except as necessary to comply with Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act.
Further,
USBFS will adhere to the privacy policies adopted by the Company pursuant
to
Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to
time. In this regard, USBFS shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information relating to the Company and
its
shareholders.
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B.
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The
Company, on behalf of itself and its directors, officers, and employees,
will maintain the confidential and proprietary nature of the Data
and
agrees to protect it using the same efforts, but in no case less
than
reasonable efforts, that it uses to protect its own proprietary
and
confidential information.
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13.
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Records
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USBFS
shall keep records relating to the services to be performed hereunder in
the
form and manner, and for such period, as it may deem advisable and is agreeable
to the Company, but not inconsistent with the rules and regulations of
appropriate government authorities, in particular, Section 31 of the 1940
Act
and the rules thereunder. USBFS agrees that all such records prepared
or maintained by USBFS relating to the services to be performed by USBFS
hereunder are the property of the Company and will be preserved, maintained,
and
made available in accordance with such applicable sections and rules of the
1940
Act and will be promptly surrendered to the Company or its designee on and
in
accordance with its request.
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14.
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Compliance
with Laws
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The
Company has and retains primary responsibility for all compliance matters
relating to the Company, including but not limited to compliance with the
1940
Act, the Code, the SOX Act, the USA Patriot Act of 2002 and the policies
and
limitations of the Company relating to its portfolio investments as set forth
in
its current prospectus and, if applicable, statement of additional
information. USBFS’s services hereunder shall not relieve the
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Company
of its responsibilities for assuring such compliance or the Board of Director’s
oversight responsibility with respect thereto.
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15.
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Term
of Agreement; Amendment
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This
Agreement shall become effective as of the date first written above and this
Agreement may be terminated by either party upon giving 90 days prior written
notice to the other party or such shorter period as is mutually agreed upon
by
the parties. Notwithstanding the foregoing, this Agreement may
be terminated by any party upon the breach of the other party of any material
term of this Agreement if such breach is not cured within 15 days of notice
of
such breach to the breaching party or by the Company pursuant to Section
3.C. This Agreement may not be amended or modified in any manner
except by written agreement executed by USBFS and the Company, and authorized
or
approved by the Board of Directors.
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16.
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Duties
in the Event of
Termination
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In
the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Company by written notice
to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Company, transfer to such successor all relevant books, records, correspondence
and other data established or maintained by USBFS under this Agreement in
a form
reasonably acceptable to the Company (if such form differs from the form
in
which USBFS has maintained the same, the Company shall pay any expenses
associated with transferring the data to such form), and will cooperate in
the
transfer of such duties and responsibilities, including provision for assistance
from USBFS’s personnel in the establishment of books, records and other data by
such successor. If no such successor is designated, then such books,
records and other data shall be returned to the Company.
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17.
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Assignment
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This
Agreement shall extend to and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement
shall
not be assignable by the Company without the written consent of USBFS, or
by
USBFS without the written consent of the Company accompanied by the
authorization or approval of the Company’s Board of Directors.
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18.
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Governing
Law
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This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the
extent that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act,
the
latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC
thereunder.
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19.
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No
Agency Relationship
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Nothing
herein contained shall be deemed to authorize or empower either party to
act as
agent for the other party to this Agreement, or to conduct business in the
name,
or for the account, of the other party to this Agreement.
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20.
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Services
Not Exclusive
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Nothing
in this Agreement shall limit or restrict USBFS from providing services to
other
parties that are similar or identical to some or all of the services provided
hereunder.
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21.
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Invalidity
|
Any
provision of this Agreement which may be determined by competent authority
to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties.
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22.
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Notices
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Any
notice required or permitted to be given by either party to the other shall
be
in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three days after sent by registered
or
certified mail, postage prepaid, return receipt requested, or on the date
sent
and confirmed received by facsimile transmission to the other party’s address
set forth below:
Notice
to
USBFS shall be sent to:
U.S.
Bancorp Fund Services,
LLC
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▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
and
notice to the Company shall be sent
to:
Tortoise
Capital Advisors
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▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
12
|
23.
|
Multiple
Originals
|
This
Agreement may be executed on two or more counterparts, each of which when
so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
a duly authorized officer on one or more counterparts as of the date first
above
written.
By:_______________________________
Name:_____________________________
Title:______________________________
U.S.
BANCORP FUND SERVICES, LLC
By:_______________________________
Name:
____________________________
Title: ____________________________
13
Exhibit
A
to
Tortoise Energy Infrastructure Corporation
|
FUND
ACCOUNTING SERVICES
FEE
SCHEDULE at 04/24/06
|
|
|
Tortoise
Energy Infrastructure Corporation (closed-end Fund)
Domestic
Equity Funds*
$24,000
for the first $50 million
1.25
basis points on the next $200 million
0.75
basis points on the balance
Domestic
Balanced Funds*
$33,000
for the first $100 million
1.5
basis points on the next $200 million
1
basis point on the balance
Domestic
Fixed Income Funds*
Funds
of Funds*
Short
or Derivative Funds*
International
Equity Funds*
Tax-exempt
Money Market Funds*
$39,000
for the first $100 million
2
basis points on the next $200 million
1
basis point on the balance
Taxable
Money Market Funds*
$39,000
for the first $100 million
1
basis point on the next $200 million
½
basis point on the balance
International
Income Funds*
$42,000
for the first $100 million
3
basis points on the next $200 million
1.5
basis points on the balance
*
Subject to CPI increase, Milwaukee MSA
|
Multiple
Classes
Each
class is an additional 25% of the change of the initial class
Master/Feeder
Funds
Each
master and feeder is charged according to the schedule
Multiple
Manager Funds
Additional
base fee
$12,000
per manager/sub-advisor per fund
Extraordinary
services – quoted separately
Conversion
Estimate – one month’s fee (if necessary)
NOTE
– All schedules subject to change depending upon the use of derivatives
–
options, futures, short sales, etc.
All
fees are billed monthly plus out-of-pocket expenses, including
pricing,
corporate action, and factor services:
· $.15 Domestic
and Canadian Equities
· $.15 Options
· $.50 Corp/Gov/Agency
Bonds
· $.80 CMO's
· $.50 International
Equities and Bonds
· $.80 Municipal
Bonds
· $.80 Money
Market Instruments
· $125
/fund/month - Mutual Fund Pricing
· $2.00
/equity Security/Month Corporate Actions
· $125
/month Manual Security Pricing – greater than 10/day
· Factor
Services (BondBuyer)
· $1.50
/CMO/month
· $.25 /Mortgage
Backed/month
· $300/month
minimum per Fund group
|
A-1