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 • 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
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • September 7th, 2010 • Tortoise Power & Energy Infrastructure Fund Inc • Delaware
AGREEMENT made as of this 15th day of September, 2009, by and between Tortoise Power and Energy Infrastructure Fund, Inc., a Maryland corporation having its principal place of business in Leawood, Kansas (the “Company”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company having its principal place of business in Leawood, Kansas (the “Advisor”).
Depositary and Information Agent Agreement Between Tortoise Power and Energy Infrastructure Fund, Inc. And Computershare Trust Company, N.A., Computershare Inc. And Georgeson LLCDepositary and Information Agent Agreement • October 2nd, 2023 • Tortoise Power & Energy Infrastructure Fund Inc • New York
THIS DEPOSITARY AND INFORMATION AGENT AGREEMENT dated as of September 7, 2023 (the “Effective Date”), is by and between Tortoise Power and Energy Infrastructure Fund, Inc.., a Maryland corporation (the “Purchaser”), having its principal office and place of business at 6363 College Boulevard, Overland Park, Kansas 66211, and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Agent”), each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021, and, for purposes of the services provided under Article II hereof, Georgeson LLC, a Delaware limited liability company (”Georgeson”).
Transfer Agency and Service Agreement Between Tortoise Power and Energy Income Company and Computershare Trust Company, N.A. and Computershare Inc.Transfer Agency and Service Agreement • June 23rd, 2009 • Tortoise Power & Energy Infrastructure Fund Inc • Massachusetts
AGREEMENT made as of the 21st day of August, 2007 by and between Tortoise Power and Energy Income Company, a corporation, having its principal office and place of business at 10801 Mastin Boulevard, Overland Park, Kansas (the “Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).
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”).
CLOSED-END FUND CUSTODY AGREEMENTClosed-End Fund Custody 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”).
CREDIT AGREEMENT dated as of May 17, 2016 between TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC. and THE BANK OF NOVA SCOTIA Bryan Cave LLP 1290 Avenue of the Americas New York, New York 10104-3300Control Agreement • October 3rd, 2022 • Tortoise Power & Energy Infrastructure Fund Inc • New York
CREDIT AGREEMENT, dated as of May 17, 2016 between Tortoise Power and Energy Infrastructure Fund, Inc., a Maryland corporation and The Bank of Nova Scotia.
FEE WAIVER AGREEMENTFee Waiver Agreement • June 23rd, 2009 • Tortoise Power & Energy Infrastructure Fund Inc
THIS FEE WAIVER AGREEMENT (the "Agreement") dated as of May 22, 2009 by Tortoise Capital Advisors, L.L.C. (the " Advisor") and Tortoise Power and Energy Infrastructure Fund, Inc. (the “Company”).
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • July 24th, 2009 • Tortoise Power & Energy Infrastructure Fund Inc • New York
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC. CREDIT AGREEMENT Dated as of September 14, 2009 U.S. BANK NATIONAL ASSOCIATION, as AgentCredit Agreement • September 7th, 2010 • Tortoise Power & Energy Infrastructure Fund Inc • Kansas
This Credit Agreement (the “Agreement”) is made as of September 14, 2009, by and among TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, BANK OF AMERICA, N.A., a national banking association, STIFEL BANK & TRUST, a Missouri charter bank, and each other lender from time to time identified as having a Commitment on Exhibit A hereto or who becomes a party hereto (each a “Bank” and, collectively, the “Banks”); and U.S. BANK NATIONAL ASSOCIATION 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”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • October 3rd, 2022 • Tortoise Power & Energy Infrastructure Fund Inc • New York
AMENDMENT NO. 3, dated as of October 28, 2021 (this “Amendment”), to the Credit Agreement, dated as of May 17, 2016, between Tortoise Power and Energy Infrastructure Fund, Inc., a Maryland corporation (the “Borrower”), and The Bank of Nova Scotia (the “Bank”), as amended by Amendment No. 1, dated as of December 1, 2017 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
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”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 7th, 2010 • Tortoise Power & Energy Infrastructure Fund Inc
This First Amendment to Credit Agreement (the “Amendment”) is made as of October 7, 2009, by and among TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, BANK OF AMERICA, N.A., a national banking association, STIFEL BANK & TRUST, a Missouri charter bank, and each other lender from time to time identified as having a Commitment on Exhibit A hereto or who becomes a party hereto (each a “Bank” and, collectively, the “Banks”); and U.S. BANK NATIONAL ASSOCIATION 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.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 3rd, 2022 • Tortoise Power & Energy Infrastructure Fund Inc • New York
AMENDMENT NO. 1, dated as of December 1, 2017, (this “Amendment”), to the Credit Agreement, dated as of May 17, 2016, between Tortoise Power and Energy Infrastructure Fund, Inc., a Maryland corporation (the “Borrower”), and The Bank of Nova Scotia (the “Bank) (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit 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.
FEE WAIVER AGREEMENTFee Waiver Agreement • June 25th, 2009 • Tortoise Power & Energy Infrastructure Fund Inc
THIS FEE WAIVER AGREEMENT (the “Agreement”) dated as of May 22, 2009 by Tortoise Capital Advisors, L.L.C. (the “ Advisor”) and Tortoise Power and Energy Infrastructure Fund, Inc. (the “Company”).
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • October 2nd, 2023 • Tortoise Power & Energy Infrastructure Fund Inc
AMENDMENT NO. 5, dated as of December 28, 2022 (this “Amendment”), to the Credit Agreement, dated as of May 17, 2016, between Tortoise Power and Energy Infrastructure Fund, Inc., a Maryland corporation (the “Borrower”), and The Bank of Nova Scotia (the “Bank”), as amended by Amendment No. 1, dated as of December 1, 2017, Amendment No. 2 and Waiver No. 1, dated as of October 30, 2020, Amendment No. 3, dated as of October 28, 2021, and Amendment No. 4, dated as of December 29, 2021 (the “Existing Credit Agreement”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 7th, 2010 • Tortoise Power & Energy Infrastructure Fund Inc
This Second Amendment to Credit Agreement (the “Amendment”) is made as of October 13, 2009, by and among TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, BANK OF AMERICA, N.A., a national banking association, STIFEL BANK & TRUST, a Missouri charter bank, and each other lender from time to time identified as having a Commitment on Exhibit A hereto or who becomes a party hereto (each a “Bank” and, collectively, the “Banks”); and U.S. BANK NATIONAL ASSOCIATION 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.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • October 3rd, 2022 • Tortoise Power & Energy Infrastructure Fund Inc • New York
AMENDMENT NO. 4, dated as of December 29, 2021 (this “Amendment”), to the Credit Agreement, dated as of May 17, 2016, between Tortoise Power and Energy Infrastructure Fund, Inc., a Maryland corporation (the “Borrower”), and The Bank of Nova Scotia (the “Bank”), as amended by Amendment No. 1, dated as of December 1, 2017, Amendment No. 2 and Waiver No. 1, dated as of October 30, 2020, and Amendment No. 3, dated as of October 28, 2021 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
ContractFee Waiver Agreement • September 7th, 2010 • Tortoise Power & Energy Infrastructure Fund Inc
ContractCredit Agreement • September 7th, 2010 • Tortoise Power & Energy Infrastructure Fund Inc
AMENDMENT NO. 2 AND WAIVER NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 3rd, 2022 • Tortoise Power & Energy Infrastructure Fund Inc • New York
AMENDMENT NO. 2 AND WAIVER NO. 1, dated as of October 30, 2020 (this “Amendment”), to the Credit Agreement, dated as of May 17, 2016, between Tortoise Power and Energy Infrastructure Fund, Inc., a Maryland corporation (the “Borrower”), and The Bank of Nova Scotia (the “Bank”), as amended by Amendment No. 1, dated as of December 1, 2017 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Tortoise Power and Energy Infrastructure Fund, Inc. U.S.$20,000,000 Floating Rate Senior Notes, Series A, due November 6, 2014 Master Note Purchase Agreement Dated November 6, 2009Tortoise Power • September 7th, 2010 • Tortoise Power & Energy Infrastructure Fund Inc • New York
Tortoise Power and Energy Infrastructure Fund, Inc., 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:
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.
