0000922907-09-000355 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 23rd, 2009 • Tortoise Power & Energy Infrastructure Fund Inc • Delaware

AGREEMENT made as of this 22nd day of May, 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”).

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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).

FEE WAIVER AGREEMENT
Fee 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”).

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