EXHIBIT (k)(4)
[RBC LETTERHEAD]
CONFIDENTIAL
October __, 2005
Tortoise North American Energy Corporation
00000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Re: Financial Advisory Services Letter Agreement
Ladies and Gentlemen:
This letter confirms the understanding of Tortoise North American
Energy Corporation, a Maryland corporation (the "Fund"), the Fund's investment
adviser, Tortoise Capital Advisors, LLC, a Delaware limited liability company
(the "Adviser"), and RBC Capital Markets Corporation ("RBC"), related to certain
financial advisory services to be performed by RBC in connection with a proposed
public offering (the "Offering") of shares of common stock of the Fund. The
parties contemplate entering into a separate Underwriting Agreement among the
Fund, the Advisor, RBC and the other underwriters named therein that will set
forth the terms of the Offering, including the underwriting discounts and
commissions.
RBC hereby agrees to provide financial advisory services to the Fund in
connection with structuring the Offering.
The Fund hereby agrees that, in consideration for the provision of such
services, the Fund (but not the Adviser) shall pay RBC, contemporaneous with and
contingent on the closing of the Offering, a financial advisory fee equal to
0.25% of the gross proceeds of the Offering.
THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
IN WITNESS WHEREOF, the parties hereto have caused this Letter to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
Very truly yours,
RBC CAPITAL MARKETS CORPORATION
By:
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By:
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AGREED AND ACCEPTED
this ___ day of October, 2005
TORTOISE NORTH AMERICAN ENERGY CORPORATION
By:
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Title:
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TORTOISE CAPITAL ADVISORS, LLC
By:
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By:
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