0000913849-08-000051 Sample Contracts

TORTOISE ENERGY INFRASTRUCTURE CORPORATION FORM OF PLACEMENT AGENCY AGREEMENT [Date]
Tortoise Energy Infrastructure Corp • January 25th, 2008 • New York

Tortoise Energy Infrastructure Corporation, a Maryland corporation (the “FUND”), proposes to sell shares of common stock, par value $0.001 per share, of the Fund (the “SHARES”), directly to certain investors (the “INVESTORS”). The Fund and Tortoise Capital Advisors, LLC (the “ADVISER”) desire to engage [Placement Agent] as the placement agent (the “PLACEMENT AGENT”) in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as hereinafter defined).

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TORTOISE ENERGY INFRASTRUCTURE CORPORATION AUCTION AGENCY AGREEMENT dated as of _________ __, ____ relating to the SERIES __ TORTOISE AUCTION PREFERRED SHARES [AUCTION AGENT] as Auction Agent
Auction Agency Agreement • January 25th, 2008 • Tortoise Energy Infrastructure Corp • New York

THIS AUCTION AGENCY AGREEMENT (this “Agreement”), dated as of ________ __, ____, is between TORTOISE ENERGY INFRASTRUCTURE CORPORATION (the “Company”) and

FORM OF PURCHASE AGREEMENT
Form of Purchase Agreement • January 25th, 2008 • Tortoise Energy Infrastructure Corp • New York
BROKER-DEALER AGREEMENT
Broker-Dealer Agreement • January 25th, 2008 • Tortoise Energy Infrastructure Corp • New York

We are a Broker-Dealer for _______________ (the [“Purchaser”] [“Seller”]), which [purchased] [sold] _____ Tortoise Auction Preferred Shares of ____________________ in the Auction held on ____________________ from the [seller] [purchaser] of such Tortoise Auction Preferred Shares.

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