0000950137-05-005109 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2005 • Tortoise Energy Capital Corp • Delaware

AGREEMENT made as of this ___ day of April, 2005 by and between Tortoise Energy Capital Corporation, a Maryland corporation having its principal place of business in Overland Park, Kansas (the “Company”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company having its principal place of business in Overland Park, Kansas (the “Adviser”).

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CUSTODY AGREEMENT
Custody Agreement • April 29th, 2005 • Tortoise Energy Capital Corp • Ohio

THIS AGREEMENT is made and entered into as of this ___day of April, 2005, by and between TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the “Company” or “Fund”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 29th, 2005 • Tortoise Energy Capital Corp • Wisconsin

THIS AGREEMENT is made and entered into as of this ___day of April, 2005, by and between TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the “Company” or “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

TORTOISE ENERGY CAPITAL CORPORATION SUBSCRIPTION AGREEMENT
Subscription Agreement • April 29th, 2005 • Tortoise Energy Capital Corp

This Agreement made April ___, 2005 by and between Tortoise Energy Capital Corporation, a Maryland corporation (the “Company”), and ___(“Subscriber”);

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 29th, 2005 • Tortoise Energy Capital Corp • Wisconsin

THIS AGREEMENT is made and entered into as of this ___day of April, 2005, by and between, TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the “Company” or “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • April 29th, 2005 • Tortoise Energy Capital Corp • Illinois

This STOCK TRANSFER AGENCY AGREEMENT (the “Agreement”), effective as of (the “Effective Date”), is between Tortoise Energy Capital Corporation (the “Company”), a Maryland corporation, with its principal office at 10801 Mastin Boulevard, Overland Park Kansas, and Computershare Investor Services, LLC (“Computershare”), a Delaware limited liability company, with its principal office at Two North LaSalle Street, Chicago, Illinois.

CONFIDENTIAL March 16, 2005 Tortoise MLP Investment Corporation 10801 Mastin Blvd. Suite 222 Overland Park, Kansas 66210
Letter Agreement • April 29th, 2005 • Tortoise Energy Capital Corp • Missouri

This letter agreement (“Agreement”) is to confirm the engagement (the “Engagement”) of Stifel, Nicolaus & Company, Incorporated (“Stifel”) on an exclusive basis on the terms outlined herein to render financial advisory services to Tortoise Energy Capital Corporation (the “Company”) in connection with financing activities the Company is currently considering.

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