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<SEC-DOCUMENT>0000913849-04-000420.txt : 20040628
<SEC-HEADER>0000913849-04-000420.hdr.sgml : 20040628
<ACCEPTANCE-DATETIME>20040628173859
ACCESSION NUMBER:		0000913849-04-000420
CONFORMED SUBMISSION TYPE:	N-2/A
PUBLIC DOCUMENT COUNT:		20
FILED AS OF DATE:		20040628

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TORTOISE ENERGY INFRASTRUCTURE CORP
		CENTRAL INDEX KEY:			0001268533
		STATE OF INCORPORATION:			MD

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-114545
		FILM NUMBER:		04886391

	BUSINESS ADDRESS:	
		STREET 1:		10801 MASTEIN BLVD
		CITY:			OVERLAND PARK
		STATE:			KS
		ZIP:			66210
		BUSINESS PHONE:		9139811020

	MAIL ADDRESS:	
		STREET 1:		10801 MASTIN BLVD STE. 222
		CITY:			OVERLAND PARK
		STATE:			KS
		ZIP:			66210

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TORTOISE ENERGY INFRASTRUCTURE CORP
		CENTRAL INDEX KEY:			0001268533
		STATE OF INCORPORATION:			MD

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21462
		FILM NUMBER:		04886392

	BUSINESS ADDRESS:	
		STREET 1:		10801 MASTEIN BLVD
		CITY:			OVERLAND PARK
		STATE:			KS
		ZIP:			66210
		BUSINESS PHONE:		9139811020

	MAIL ADDRESS:	
		STREET 1:		10801 MASTIN BLVD STE. 222
		CITY:			OVERLAND PARK
		STATE:			KS
		ZIP:			66210
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2/A
<SEQUENCE>1
<FILENAME>n2a_061804.txt
<DESCRIPTION>FORM N-2/A
<TEXT>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2004
                                                   1933 ACT FILE NO. 333-114545

                                                    1940 ACT FILE NO. 811-21462
===============================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM N-2
                        (CHECK APPROPRIATE BOX OR BOXES)



[X]  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X]  PRE-EFFECTIVE AMENDMENT NO. 1
[ ]  POST-EFFECTIVE AMENDMENT NO. __


                                       AND


[X]  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]  AMENDMENT NO. 7


                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION
                        10801 MASTIN BOULEVARD, SUITE 222
                           OVERLAND PARK, KANSAS 66210

                                 (913) 981-1020

                                AGENT FOR SERVICE
                                David J. Schulte
                        10801 Mastin Boulevard, Suite 222
                           Overland Park, Kansas 66210

                          COPIES OF COMMUNICATIONS TO:
<TABLE>
<S>                                                <C>                                          <C>
          Deborah Bielicke Eades, Esq.                     John R. Short, Esq.                      Anna T. Pinedo, Esq.
     Vedder, Price, Kaufman & Kammholz, P.C.       Blackwell Sanders Peper Martin LLP             Morrison & Foerster LLP
              222 N. LaSalle Street                         720 Olive Street                    1290 Avenue of the Americas
                Chicago, IL 60601                          St. Louis, MO 63101                       New York, NY 10104
</TABLE>

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the
effective date of this Registration Statement

                                _______________

If any of the securities being registered on this form are offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other than securities offered in connection with a dividend reinvestment plan,
check the following box.

It is proposed that this filing will become effective (check appropriate box)

           [ ] when declared effective pursuant to section 8(c)

                                 _______________


<TABLE>
<CAPTION>
        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
===================================================================================================================================
                                                                                          PROPOSED MAXIMUM
           TITLE OF SECURITIES                  AMOUNT           PROPOSED MAXIMUM        AGGREGATE OFFERING        AMOUNT OF
             BEING REGISTERED                 REGISTERED      OFFERING PRICE PER UNIT         PRICE             REGISTRATION FEE(1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                      <C>                  <C>                     <C>

Tortoise Notes..........................     $110,000,000             100%                 $110,000,000            $13,937
===================================================================================================================================
 (1)    Transmitted to the Securities and Exchange Commission via Fed wire (Fed wire #2173), $126.70 of which
        has already been paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT TO DELAY ITS EFFECTIVE
  DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
    STATES THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
    ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
 REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATES AS THE COMMISSION,
              ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
===================================================================================================================================
</TABLE>
<PAGE>


This information in this Prospectus is not complete and may be changed. We may
not sell these securities until the Registration Statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

                     SUBJECT TO COMPLETION, DATE JUNE , 2004


PROSPECTUS
                                                                 [Tortoise Logo]
                                  $110,000,000
                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION
                  AUCTION RATE SENIOR NOTES ("TORTOISE NOTES")
                   $60,000,000 SERIES A, DUE _________, 2044
                   $50,000,000 SERIES B, DUE _________, 2044
                              $25,000 DENOMINATIONS
                                 _______________

         Tortoise Energy Infrastructure Corporation (the "Company") is a
recently organized, nondiversified, closed-end management investment company.
The Company's investment objective is to seek a high level of total return with
an emphasis on current distributions to stockholders.

         The Company is offering $60,000,000 and $50,000,000 aggregate principal
amount of auction rate senior notes Series A and Series B, respectively
(collectively, the "Tortoise Notes"). The Tortoise Notes will be issued without
coupons in denominations of $25,000 and any integral multiple thereof. The
principal amount of the Tortoise Notes will be due and payable on ___________,
2044 (the "Stated Maturity"). There is no sinking fund with respect to the
Tortoise Notes. The Tortoise Notes will be unsecured obligations of the Company
and, upon liquidation, dissolution or winding up of the Company, will rank: (1)
senior to all of the Company's outstanding common shares and any preferred
shares; (2) on a parity with any unsecured creditors of the Company and any
unsecured senior securities representing indebtedness of the Company, including
additional Tortoise Notes; and (3) junior to any secured creditors of the
Company. The Company may redeem the Tortoise Notes prior to their Stated
Maturity in certain circumstances described in this Prospectus.

         Holders of Tortoise Notes will be entitled to receive cash interest
payments at an annual rate that may vary for each rate period. The initial rate
period is from the date of issuance through ____, 2004 for Series A and through
____, 2004 for Series B. The interest rate for the initial rate period from and
including the issue date through _____________, [2004], will be _____% for
Tortoise Notes Series ____ . The interest rate for the initial rate period from
and including the issue date through ___________, [2004], will be ____% for
Series ___. For each subsequent rate period, the interest rate will be
determined by an auction conducted in accordance with the procedures described
in this Prospectus. Generally, following the initial rate period, each rate
period will be twenty-eight (28) days.

         Tortoise Notes will not be listed on any exchange or automated
quotation system. Generally, investors may only buy and sell Tortoise Notes
through an order placed at an auction with or through a broker-dealer that has
entered into an agreement with the auction agent or in a secondary market that
those broker-dealers may maintain. These broker-dealers are not required to
maintain a market in the Tortoise Notes, and a secondary market, if one
develops, may not provide investors with liquidity.


                                                        (continued on next page)


                                 _______________
         INVESTING IN TORTOISE NOTES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 27 OF THIS PROSPECTUS.



         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                                 _______________

                                               $25,000 PRINCIPAL
                                               AMOUNT OF TORTOISE
                                                     NOTES               TOTAL
                                               -----------------         -----
Public offering price.........................       $25,000              $
Underwriting discounts and commissions........             $              $
Proceeds to the Company (before expenses)(1)..             $              $


- ------------------
(1)      Does not include offering expenses payable by the Company estimated to
         be $______________.


         The underwriters expect to deliver the Tortoise Notes in book-entry
form, through the facilities of The Depository Trust Company, to broker-dealers
on or about , 2004.
                                 _______________
                                                      STIFEL NICOLAUS & COMPANY
 LEHMAN BROTHERS                                                   INCORPORATED

                                     , 2004



<PAGE>


         The Company intends to issue Money Market Cumulative Preferred Shares
("MMP(R) Shares"), $25,000 liquidation preference per share, in an aggregate
amount representing approximately 8% of total assets as soon as practicable
following the investment of proceeds from the offering of Tortoise Notes. The
MMP Shares will be offered pursuant to a separate prospectus. In addition, the
Company may issue additional Tortoise Notes in the future. The MMP Shares and
the Tortoise Notes are intended to increase funds available for investment. This
practice, which is known as leverage, is speculative and involves significant
risks.

         The offering is conditioned upon the Tortoise Notes receiving a rating
of "Aaa" from Moody's Investors Service Inc. and "AAA" from Fitch Ratings. The
Company's common stock is traded on the New York Stock Exchange under the symbol
"TYG."

         The Company's investment objective is to seek a high level of total
return with an emphasis on current distributions paid to stockholders. Under
normal circumstances, the Company invests at least 90% of total assets
(including assets obtained through leverage) in securities of energy
infrastructure companies, and invests at least 70% of total assets in equity
securities of MLPs. Energy infrastructure companies engage in the business of
transporting, processing, storing, distributing or marketing natural gas,
natural gas liquids (primarily propane), coal, crude oil or refined petroleum
products, or exploring, developing, managing or producing such commodities.
There can be no assurance that the Company will achieve its investment
objective. Tortoise Capital Advisors, LLC serves as the Company's investment
adviser.

         You should read this Prospectus, which contains important information
about the Company, before deciding whether to invest and retain it for future
reference. A Statement of Additional Information, dated            , 2004,
and as it may be supplemented, containing additional information about the
Company, has been filed with the Securities and Exchange Commission (the
"Commission") and is incorporated by reference in its entirety into this
Prospectus. You may request a free copy of the Statement of Additional
Information, the table of contents of which is on page 63 of this
Prospectus, by calling (888) 728-8784 or by writing to the Company, or you may
obtain a copy (and other information regarding the Company) from the
Commission's web site (http://www.sec.gov). You may also e-mail requests for
these documents to the Commission at publicinfo@sec.gov or make a request in
writing to the Commission's Public Reference Section, Washington, D.C.
20549-0102.


         The Tortoise Notes do not represent a deposit or obligation of, and are
not guaranteed or endorsed by, any bank or other insured depository institution,
and are not federally insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other government agency.

                                                              Copyright (c) 2004

<PAGE>


                                 _______________

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                              PAGE


<S>                                                                                                            <C>
Prospectus Summary...............................................................................................1
Financial Highlights............................................................................................16
The Company.....................................................................................................17
Use of Proceeds.................................................................................................17
Capitalization..................................................................................................18
Investment Objective and Principal Investment Strategies........................................................19
Risk Factors....................................................................................................27
Management of the Company.......................................................................................35
Rating Agency Guidelines........................................................................................38
Description of Tortoise Notes...................................................................................40
The Auction.....................................................................................................50
Description of Stock............................................................................................53
Certain Provisions in the Company's Charter and Bylaws..........................................................55
Federal Income Tax Matters......................................................................................56
Administrator, Custodian, Transfer Agent, Paying Agent, Trustee and Auction Agent...............................60
Underwriting....................................................................................................60
Legal Opinions..................................................................................................62
Intellectual Property Rights....................................................................................62
Available Information...........................................................................................62
Table of Contents for the Statement of Additional Information...................................................63
</TABLE>

         You should rely on the information contained in or incorporated by
reference in this Prospectus. Neither the Company nor the underwriters have
authorized anyone to provide you with different or inconsistent information. If
anyone provides you with different or inconsistent information, you should not
rely on it. The Company is not, and the underwriters are not, making an offer to
sell these notes in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this Prospectus is accurate only as of
the date of this Prospectus, and that the Company's business, financial
condition and prospects may have changed since this date. The Company will amend
or supplement this Prospectus to reflect material changes to the information
contained in this Prospectus to the extent required by applicable law.



                                       i

<PAGE>


                               PROSPECTUS SUMMARY


         This is only a summary. You should review the more detailed information
contained elsewhere in this Prospectus and in the Statement of Additional
Information, including "Summary of Certain Provisions of the Indenture" included
in Appendix A to the Statement of Additional Information. Capitalized terms used
but not defined in this Prospectus shall have the meanings given to such terms
in Appendix A to the Statement of Additional Information.

The Company.................        Tortoise Energy Infrastructure Corporation
                                    (the "Company") is a recently organized,
                                    nondiversified, closed-end management
                                    investment company. The Company's common
                                    stock, $0.001 par value per share, is traded
                                    on the New York Stock Exchange (the "NYSE")
                                    under the symbol "TYG." See "Description of
                                    Stock." As of May 31, 2004, the Company had
                                    12,623,047 shares of common stock
                                    outstanding and net assets applicable to
                                    shares of common stock of $286 million.

The Adviser.................        Tortoise Capital Advisors, LLC (the
                                    "Adviser") was formed in October 2002 to
                                    provide portfolio management services to
                                    institutional and high-net-worth investors
                                    seeking professional management of their MLP
                                    investments. The Adviser is controlled
                                    equally by Fountain Capital Management,
                                    L.L.C. ("Fountain Capital") and Kansas City
                                    Equity Partners LC ("KCEP"). As of May 31,
                                    2004, the Adviser had approximately $370
                                    million of client assets under management.
                                    Affiliates of the Adviser had an additional
                                    $285 million of energy infrastructure
                                    investment assets under management. The
                                    Adviser's investment committee is comprised
                                    of five portfolio managers led by David J.
                                    Schulte, CFA.

                                    The principal business address of the
                                    Adviser is 10801 Mastin Boulevard, Suite
                                    222, Overland Park, Kansas 66210. Prior to
                                    forming the Company, the Adviser had no
                                    prior experience managing a registered
                                    investment company.

The Offering................        The Company is offering $60,000,000 and
                                    $50,000,000 aggregate principal amount of
                                    Tortoise Notes Series A and Series B,
                                    respectively, in denominations of $25,000
                                    and any integral multiple thereof. The
                                    Tortoise Notes are being offered by Lehman
                                    Brothers Inc. ("Lehman Brothers") and
                                    Stifel, Nicolaus & Company, Inc. ("Stifel
                                    Nicolaus") as underwriters. See
                                    "Underwriting."

                                    It is a condition of the underwriters'
                                    obligation to purchase the Tortoise Notes
                                    that each series of Tortoise Notes receive a
                                    rating of "Aaa" from Moody's Investors

<PAGE>

                                    Service Inc. ("Moody's") and "AAA" from
                                    Fitch Ratings ("Fitch").

                                    The issuance of the Tortoise Notes represent
                                    the leveraging of the Company's common
                                    stock. See "Risk Factors - General Risks of
                                    Investing in the Company - Leverage Risk."

                                    The Tortoise Notes will be unsecured
                                    obligations of the Company and, upon
                                    liquidation, dissolution or winding up of
                                    the Company, will rank: (1) senior to all of
                                    the Company's outstanding common stock and
                                    any preferred stock, including MMP Shares;
                                    (2) on a parity with any unsecured creditors
                                    of the Company and any unsecured senior
                                    securities representing indebtedness of the
                                    Company, including additional Tortoise
                                    Notes; and (3) junior to any secured
                                    creditors of the Company.

                                    Unsecured creditors of the Company may
                                    include service providers to the Company,
                                    including the Adviser, Custodian, Auction
                                    Agent, Broker-Dealers and the Trustee, as
                                    such parties are defined herein, pursuant to
                                    the terms of various contracts with the
                                    Company. Secured creditors of the Company
                                    may include, without limitation, parties
                                    entering into any interest rate swaps, floor
                                    or cap transactions, forward rate
                                    transactions, or other similar transactions
                                    with the Company that create liens, pledges,
                                    charges, security interests, security
                                    agreements or other encumbrances on the
                                    assets of the Company.

                                    The interest rate for the initial Rate
                                    Period from and including the Original Issue
                                    Date through _________, 2004, will be ___%
                                    per year for Series A. The interest rate
                                    for the initial Rate Period from and
                                    including the Original Issue Date through
                                    ______, 2004 will be __% for Series B. The
                                    first Auction Date for Tortoise Notes will
                                    be _________, 2004, and the initial Interest
                                    Payment Date will be __________, 2004.
                                    Subsequent Auctions generally will be held
                                    on every fourth ________ for Series A and
                                    every fourth ________ for Series B
                                    (unless the then current Rate Period is a
                                    Special Rate Period, the day that normally
                                    would be the Auction Date is not a Business
                                    Day or unforeseen events preclude the
                                    holding of an Auction.)


                                    Each Subsequent Rate Period normally will
                                    begin on the Business Day following an
                                    Auction Date.


Auction Procedures..........        You may buy, sell or hold Tortoise Notes
                                    through an Auction. Beneficial Owners and
                                    Potential Beneficial Owners of Tortoise
                                    Notes may participate in Auctions


                                       2
<PAGE>


                                    only by submitting Orders through their
                                    Broker-Dealers. In general, the types of
                                    Orders that may be placed with a
                                    Broker-Dealer include: Hold Orders, Sell
                                    Orders, Bids to sell and Bids to purchase.
                                    The following is a brief summary of the
                                    Auction Procedures for both Beneficial
                                    Owners and Potential Owners. See "The
                                    Auction--Auction Procedures" for more
                                    detailed information.

                                    Beneficial Owners. Prior to the Submission
                                    Deadline on each Auction Date for a series
                                    of Tortoise Notes, each Beneficial Owner may
                                    submit Orders with respect to Tortoise Notes
                                    of such series to a Broker-Dealer as
                                    follows:

                                    o Hold Order - indicating its desire to hold
                                    Tortoise Notes of such series without regard
                                    to the Applicable Rate for Tortoise Notes of
                                    such series for the next Rate Period.

                                    o Bid - indicating its desire to sell the
                                    principal amount of Outstanding Tortoise
                                    Notes, if any, of such series held by such
                                    Beneficial Owner if the Applicable Rate for
                                    Tortoise Notes of such series for the next
                                    succeeding Rate Period of Tortoise Notes of
                                    such series shall be less than the rate per
                                    annum specified by such Beneficial Owner
                                    (also known as a hold at rate order).

                                    o Sell Order - indicating its desire to sell
                                    the principal amount of Outstanding Tortoise
                                    Notes, if any, of such series held by such
                                    Beneficial Owner without regard to the
                                    Applicable Rate for Tortoise Notes of such
                                    series for the next succeeding Rate Period
                                    of Tortoise Notes of such series.

                                    Orders submitted (or the failure to do so)
                                    by Beneficial Owners under certain
                                    circumstances will have the effects
                                    described below:

                                    o A Beneficial Owner of Tortoise Notes of
                                    such series that submits a Bid with respect
                                    to Tortoise Notes of such series to its
                                    Broker-Dealer having a rate higher than the
                                    Maximum Rate for Tortoise Notes of such
                                    series on the Auction Date will be treated
                                    as having submitted a Sell Order with
                                    respect to such Tortoise Notes.

                                    o A Beneficial Owner of Tortoise Notes of
                                    such series that fails to submit an Order
                                    with respect to such Tortoise Notes to its
                                    Broker-Dealer will be deemed to have
                                    submitted a Hold Order with respect to such
                                    Tortoise Notes of such series.


                                       3
<PAGE>

                                    Potential Beneficial Owners. A customer of a
                                    Broker-Dealer that is not a Beneficial Owner
                                    of a series of Tortoise Notes but that
                                    wishes to purchase Tortoise Notes of such
                                    series, or that is a Beneficial Owner of
                                    Tortoise Notes of such series that wishes to
                                    purchase additional Tortoise Notes of such
                                    series (in each case, a "Potential
                                    Beneficial Owner"), may submit Bids to its
                                    Broker-Dealer in which it offers to purchase
                                    such principal amount of Outstanding
                                    Tortoise Notes of such series specified in
                                    such bid if the Applicable Rate for Tortoise
                                    Notes of such series determined on such
                                    Auction Date shall be higher than the rate
                                    specified in such Bid. A Bid placed by a
                                    Potential Beneficial Owner of Tortoise Notes
                                    of such series specifying a rate higher than
                                    the Maximum Rate for Tortoise Notes of such
                                    series on the Auction Date will not be
                                    accepted.

                                    The Auction Process. If Sufficient Clearing
                                    Bids for a series of Tortoise Notes exist
                                    (that is, the aggregate principal amount of
                                    Outstanding Tortoise Notes of such series
                                    subject to Submitted Bids of Potential
                                    Beneficial Owners specifying one or more
                                    rates between the Minimum Rate (for Standard
                                    Rate Periods or less, only) and the Maximum
                                    Rate (for all Rate Periods) for Tortoise
                                    Notes of such series exceeds, or is equal
                                    to, the sum of the aggregate principal
                                    amount of Outstanding Tortoise Notes of such
                                    series subject to Submitted Sell Orders),
                                    the Applicable Rate for Tortoise Notes of
                                    such series for the next succeeding Rate
                                    Period will be the lowest rate specified in
                                    the Submitted Bids which, taking into
                                    account such rate and all lower rates bid by
                                    Broker-Dealers as or on behalf of Beneficial
                                    Owners and Potential Beneficial Owners,
                                    would result in Beneficial Owners and
                                    Potential Beneficial Owners owning the
                                    aggregate principal amount of Tortoise Notes
                                    of such series available for purchase in the
                                    Auction. If Sufficient Clearing Bids for a
                                    series of Tortoise Notes do not exist (other
                                    than because all of the Outstanding Tortoise
                                    Notes of such series are subject to
                                    Submitted Hold Orders), then the Applicable
                                    Rate for all Tortoise Notes of such series
                                    for the next succeeding Rate Period will be
                                    the Maximum Rate for Tortoise Notes of such
                                    series.

                                    The Auction Procedures include a pro rata
                                    allocation of Tortoise Notes for purchase
                                    and sale, which may result in a Beneficial
                                    Owner continuing to hold or selling, or a
                                    Potential Beneficial Owner purchasing, a
                                    number of Tortoise Notes of a series of
                                    Tortoise Notes that is less than the number
                                    of Tortoise Notes of such series specified
                                    in its Order. To the extent the allocation


                                       4
<PAGE>

                                    procedures have that result, Broker-Dealers
                                    will be required to make appropriate pro
                                    rata allocations among their respective
                                    customers.


                                    Settlement of purchases and sales will be
                                    made on the next Business Day (also an
                                    Interest Payment Date) after the Auction
                                    Date through the Securities Depository in
                                    accordance with the Securities Depository's
                                    normal procedures.


Interest and Rate Periods...        Subsequent to the initial Rate Period,
                                    Tortoise Notes will bear interest at an
                                    annual rate that the Auction Agent advises
                                    results from an Auction. The initial Rate
                                    Period shall be ______ days for Tortoise
                                    Notes Series A and ______ days for
                                    Tortoise Notes Series B. Subsequent to the
                                    initial Rate Period, each Rate Period
                                    generally will be twenty-eight (28) days in
                                    length (a "Standard Rate Period"). The
                                    Applicable Rate for a particular Rate Period
                                    usually will be determined by an Auction
                                    conducted on the Business Day immediately
                                    preceding the start of the Rate Period. In
                                    most instances, interest also is payable
                                    every twenty-eight (28) days, on the day
                                    following the end of the Rate Period. A
                                    Special Rate Period (any period other than a
                                    Rate Period of 28 days) will not be
                                    effective unless Sufficient Clearing Bids
                                    exist at the Auction in respect of a Special
                                    Rate Period. See "Description of Tortoise
                                    Notes--Interest and Rate
                                    Periods--Determination of Interest Rate" and
                                    "The Auction."

Determination of
Applicable Rate.............        Except during a Default Period, the
                                    Applicable Rate for any Rate Period for
                                    Tortoise Notes will not be more than the
                                    Maximum Rate. The Maximum Rate will depend
                                    on the credit rating assigned to the
                                    Tortoise Notes and on the duration of the
                                    Rate Period. The Maximum Rate will be the
                                    Applicable Percentage of the Reference Rate,
                                    subject to upward but not downward
                                    adjustment in the discretion of the Board of
                                    Directors after consultation with the
                                    Broker-Dealers. The Applicable Percentage
                                    will be determined based on the lower of the
                                    credit ratings assigned on that date to the
                                    Tortoise Notes by Moody's and Fitch as
                                    follows:


                                      MOODY'S           FITCH         APPLICABLE
                                    CREDIT RATING    CREDIT RATING    PERCENTAGE
                                    -------------    -------------    ----------


                                    Aa3 or above     AA- or above        200%
                                      A3 to A1         A- to A+          250%
                                    Baa3 to Baa1     BBB- to BBB+        275%
                                     Below Baa3       Below BBB-         300%


                                       5
<PAGE>



                                    For Standard Rate Periods or less only, the
                                    Applicable Rate resulting from an Auction
                                    will not be less than the Minimum Rate. The
                                    Applicable Rate for any Rate Period
                                    commencing during any Default Period, and
                                    the Default Rate described under
                                    "Description of Tortoise Notes-- Interest
                                    and Rate Periods," initially will be 300% of
                                    the Reference Rate. The Reference Rate is
                                    the greater of:

                                    (1) the applicable AA Composite Commercial
                                    Paper Rate (for a Rate Period of fewer than
                                    184 days) or the applicable Treasury Index
                                    Rate (for a Rate Period of 184 days or
                                    more), or


                                    (2) the applicable London-Interbank Offered
                                    Rate ("LIBOR").


Payment Restrictions on
Shares of the Company.......        Upon issuance of the Tortoise Notes, which
                                    constitute senior securities representing
                                    indebtedness under the Investment Company
                                    Act of 1940, as amended (the "1940 Act"),
                                    the Company will not be permitted to declare
                                    any dividend (except a dividend payable in
                                    stock of the Company), or declare any other
                                    distribution, upon any outstanding common
                                    stock or declare any distribution upon any
                                    preferred stock of the Company, or purchase
                                    any such stock, unless, in every such case,
                                    the Tortoise Notes have, at the time of the
                                    declaration of any such dividend or
                                    distribution or at the time of any such
                                    purchase, an asset coverage of at least 300%
                                    after deducting the amount of such dividend,
                                    distribution or purchase price, as the case
                                    may be. Dividends may, however, be declared
                                    upon any preferred stock provided the
                                    Tortoise Notes have an asset coverage of at
                                    least 200% at the time of declaration after
                                    deducting the amount of such dividend.
                                    Dividends or other distributions on, or
                                    redemptions or purchases of, common stock
                                    and preferred stock also would be prohibited
                                    at any time that an event of default under
                                    the Tortoise Notes (which includes a default
                                    in the payment of interest on the Tortoise
                                    Notes, when due) has occurred and is
                                    continuing. See "Description of Tortoise
                                    Notes--Payment Restrictions on Shares."

Asset Maintenance...........        The Company must maintain Eligible Assets
                                    having an aggregated Discounted Value at
                                    least equal to the Tortoise Notes Basic
                                    Maintenance Amount as of each Valuation
                                    Date. The Company also must maintain asset
                                    coverage for the Tortoise Notes on a
                                    non-discounted basis of at least 300% as of
                                    the last business day of each month. See
                                    "Rating Agency Guidelines." The Discount


                                       6
<PAGE>

                                    Factors and guidelines for calculating the
                                    Discounted Value of the Company's portfolio
                                    for purposes of determining whether the
                                    Tortoise Notes Basic Maintenance Amount has
                                    been satisfied have been established by
                                    Moody's and Fitch in connection with the
                                    Company's receipt from Moody's and Fitch of
                                    the "Aaa" and "AAA" Credit Ratings,
                                    respectively, with respect to the Tortoise
                                    Notes on their Original Issue Date.

Redemption..................        Although the Company ordinarily will not
                                    redeem Tortoise Notes prior to their Stated
                                    Maturity, it may be required to redeem
                                    Tortoise Notes if, for example, the Company
                                    does not meet an asset coverage ratio
                                    required by law or in order to correct a
                                    failure to meet Rating Agency Guidelines in
                                    a timely manner. The Company may voluntarily
                                    redeem Tortoise Notes in certain
                                    circumstances. See "Description of Tortoise
                                    Notes--Redemption."


Events of Default;                  Any one of the following events constitutes
Remedies....................        an "event of default" under the Indenture
                                    (as defined herein):


                                    o        default in the payment of any
                                             interest upon any series of
                                             Tortoise Notes when it becomes due
                                             and payable and the continuance of
                                             such default for thirty (30) days;


                                    o        default in the payment of the
                                             principal of, or any premium on,
                                             any series of Tortoise Notes at its
                                             Stated Maturity;


                                    o        default in the performance, or
                                             breach, of any covenant or warranty
                                             of the Company in the Indenture,
                                             and continuance of such default or
                                             breach for a period of ninety (90)
                                             days after written notice has been
                                             given to the Company by the
                                             Trustee;


                                    o        certain voluntary or involuntary
                                             proceedings involving the Company
                                             and relating to bankruptcy,
                                             insolvency or other similar laws;


                                    o        if, on the last business day of
                                             each of twenty-four (24)
                                             consecutive calendar months, the
                                             1940 Act Tortoise Notes Asset
                                             Coverage of a series is less than
                                             100%; or

                                    o        any other "event of default"
                                             provided with respect to any
                                             series, including a default in the
                                             payment of any Redemption Price
                                             payable on the Redemption Date.



                                       7
<PAGE>

                                    Upon the occurrence and continuance of an
                                    event of default with respect to a series,
                                    the holders of a majority in principal
                                    amount of that series of outstanding
                                    Tortoise Notes or the Trustee may declare
                                    the principal amount of Tortoise Notes of
                                    that series immediately due and payable.
                                    Upon an event of default relating to
                                    bankruptcy, insolvency, or other similar
                                    laws, acceleration of maturity occurs
                                    automatically.


                                    At any time after a declaration of
                                    acceleration with respect to Tortoise Notes
                                    of any series has been made and before a
                                    judgment or decree for payment of the money
                                    due has been obtained by the Trustee, the
                                    holders of a majority in principal amount of
                                    the outstanding Tortoise Notes of that
                                    series, by written notice to the Company and
                                    the Trustee, may rescind and annul such
                                    declaration and its consequences if certain
                                    conditions are met. See "Description of
                                    Tortoise Notes--Event of Default and
                                    Acceleration of Maturity; Remedies."

Investment Objective and
Principal Investment
Strategies..................        The Company's investment objective is to
                                    seek a high level of total return with an
                                    emphasis on current distributions to
                                    stockholders. There is no assurance that the
                                    Company will attain its investment
                                    objective. See "Investment Objective and
                                    Principal Investment Strategies" and "Risk
                                    Factors."

                                    Under normal circumstances, the Company
                                    invests at least 90% of its total assets
                                    (including assets obtained through leverage)
                                    in securities of energy infrastructure
                                    companies, and invests at least 70% of its
                                    total assets in equity securities of MLPs.
                                    Energy infrastructure companies engage in
                                    the business of transporting, processing,
                                    storing, distributing or marketing natural
                                    gas, natural gas liquids (primarily
                                    propane), coal, crude oil or refined
                                    petroleum products, or exploring,
                                    developing, managing or producing such
                                    commodities. The Company invests solely in
                                    energy infrastructure companies organized in
                                    the United States. All publicly traded
                                    companies in which the Company invests have
                                    an equity market capitalization greater than
                                    $100 million.

                                    MLP Securities. The Company invests
                                    primarily in equity securities of MLPs,
                                    which currently consist of the following
                                    instruments: common units, convertible
                                    subordinated units and I-Shares. As of the
                                    date of this Prospectus, all MLP common
                                    units in which the Company invests are
                                    listed and traded on the NYSE, American
                                    Stock Exchange ("AMEX") or Nasdaq National
                                    Market. The Company also may purchase


                                       8
<PAGE>

                                    MLP common units through direct placements.
                                    MLP convertible subordinated units are not
                                    listed or publicly traded, and typically are
                                    purchased in directly negotiated
                                    transactions with MLP affiliates or
                                    institutional holders of such shares. As of
                                    the date of this Prospectus, I-Shares in
                                    which the Company invests are listed and
                                    traded on the NYSE.

                                    MLP common unit holders have typical limited
                                    partner rights, including limited management
                                    and voting rights. MLP common units have
                                    priority over convertible subordinated units
                                    upon liquidation. Common unit holders are
                                    entitled to minimum quarterly distributions
                                    ("MQD"), including arrearage rights, prior
                                    to any distribution payments to convertible
                                    subordinated unit holders or incentive
                                    distribution payments to the general
                                    partner. MLP convertible subordinated units
                                    are convertible to common units on a
                                    one-to-one basis after the passage of time
                                    and/or achievement of specified financial
                                    goals. MLP convertible subordinated units
                                    are entitled to MQD after the payments to
                                    holders of common units and before incentive
                                    distributions to the general partner. MLP
                                    convertible subordinated units do not have
                                    arrearage rights. I-Shares have similar
                                    features to common units except that
                                    distributions are payable in additional
                                    I-Shares rather than cash. The Company
                                    invests in I-Shares only if it believes it
                                    will have adequate cash to satisfy its
                                    distribution targets.

                                    Other Securities. Although the Company also
                                    may invest in equity and debt securities of
                                    energy infrastructure companies that are
                                    organized and/or taxed as corporations, it
                                    is likely that any such investments will be
                                    in debt securities because the dividends
                                    from equity securities from such
                                    corporations typically do not meet the
                                    Company's investment objective. The Company
                                    also may invest in securities of general
                                    partners or other affiliates of MLPs and
                                    private companies operating energy
                                    infrastructure assets.


                                    Nonfundamental Policies. The Company has
                                    adopted the following additional
                                    nonfundamental investment policies:


                                    o        The Company may invest up to 30% of
                                             its total assets in restricted
                                             securities, primarily through
                                             direct placements. The Company may,
                                             however, invest without limitation
                                             in illiquid securities that are not
                                             restricted. The types of direct
                                             placements that the Company may
                                             purchase consist of MLP convertible
                                             subordinated units, MLP common
                                             units and securities of private
                                             energy infrastructure


                                       9
<PAGE>

                                             companies (i.e., non-MLPs).
                                             Investments in private companies
                                             that do not have any publicly
                                             traded shares or units outstanding
                                             are limited to 5% of total assets.

                                    o        The Company may invest up to 25% of
                                             its total assets in debt securities
                                             of energy infrastructure companies,
                                             including securities rated below
                                             investment grade (commonly referred
                                             to as "junk bonds"). Below
                                             investment grade debt securities
                                             will be rated at least B3 by
                                             Moody's and at least B- by Standard
                                             & Poor's Ratings Group ("S&P") at
                                             the time of purchase, or comparably
                                             rated by another statistical rating
                                             organization or if unrated,
                                             determined to be of comparable
                                             quality by the Adviser.


                                    o        The Company will not invest more
                                             than 10% of its total assets in any
                                             single issuer.

                                    o        The Company will not engage in
                                             short sales.


                                    The Company may change its nonfundamental
                                    investment policies without stockholder
                                    approval and will provide notice to
                                    stockholders of material changes (including
                                    notice through stockholder reports);
                                    provided, however, that a change in the
                                    policy of investing at least 90% of its
                                    total assets in energy infrastructure
                                    companies requires 60 days' prior written
                                    notice to stockholders. Unless otherwise
                                    stated, all investment restrictions apply
                                    only at the time of purchase and the Company
                                    will not be required to reduce a position
                                    due solely to market value fluctuations.
                                    Total assets includes assets obtained
                                    through leverage for the purpose of each
                                    investment restriction. The Company may
                                    deviate temporarily from its investment
                                    policies pending investment of the initial
                                    public offering and leverage proceeds.
                                    Pending investment of the offering proceeds
                                    the Board of Directors has approved an
                                    interim policy permitting investments in a
                                    single issuer in excess of 10% of total
                                    assets under limited circumstances.


                                    Under adverse market or economic conditions
                                    or pending investment of offering or
                                    leverage proceeds, the Company may invest up
                                    to 100% of its total assets in securities
                                    issued or guaranteed by the U.S. Government
                                    or its instrumentalities or agencies,
                                    short-term debt securities, certificates of
                                    deposit, bankers' acceptances and other bank
                                    obligations, commercial paper rated in the
                                    highest category by a rating agency or other
                                    fixed income securities deemed by the
                                    Adviser to be consistent with a defensive
                                    posture, or may hold cash.


                                       10
<PAGE>

                                    The Adviser also may invest in such
                                    instruments to meet working capital needs
                                    including, but not limited to, for
                                    collateral in connection with certain
                                    investment techniques, to hold a reserve
                                    pending payment of distributions, and to
                                    facilitate the payment of expenses and
                                    settlement of trades. The yield on such
                                    securities may be lower than the returns on
                                    MLPs or yields on lower rated fixed income
                                    securities. To the extent the Company uses
                                    this strategy, it may not achieve its
                                    investment objective.


Hedging Transactions........        The Company may use interest rate
                                    transactions for hedging purposes only, in
                                    an attempt to reduce the interest rate risk
                                    arising from the Company's leveraged capital
                                    structure. The Company does not intend to
                                    hedge interest rate risk of portfolio
                                    holdings. Interest rate transactions that
                                    the Company may use for hedging purposes
                                    will expose the Company to certain risks
                                    that differ from the risks associated with
                                    its portfolio holdings. See "Investment
                                    Objective and Principal Investment
                                    Strategies--Hedging Transactions" and "Risk
                                    Factors--General Risks of Investing in the
                                    Company--Hedging Risk."

Use of Leverage.............        The Company intends to issue Tortoise Notes
                                    in an amount representing approximately 25%
                                    of total assets and to issue MMP Shares
                                    representing approximately 8% of its total
                                    assets. The Company intends to use leverage
                                    proceeds primarily for investment purposes.
                                    The Company also may leverage through other
                                    borrowings, including the issuance of
                                    additional Tortoise Notes, the issuance of
                                    MMP Shares or commercial paper. The timing
                                    and terms of any leverage transactions will
                                    be determined by the Company's Board of
                                    Directors. Throughout this Prospectus,
                                    Tortoise Notes, commercial paper or other
                                    borrowings are collectively referred to as
                                    "Borrowings."


Risks.......................        The following discussion summarizes the
                                    principal risks that you should consider
                                    before investing in Tortoise Notes and the
                                    Company. For additional information about
                                    the risks associated with Tortoise Notes and
                                    the Company, see "Risk Factors."

                                    Risks of Tortoise Notes. The primary risks
                                    of investing in Tortoise Notes are as
                                    follows:


                                    Interest Rate Risk. Tortoise Notes pay
                                    interest based on short-term interest rates.
                                    If short-term interest rates rise, interest
                                    rates on the Tortoise Notes may rise so that
                                    the amount of interest payable to holders of
                                    Tortoise Notes would exceed the amount of
                                    income from the


                                       11
<PAGE>


                                    Company's portfolio securities. This might
                                    require that the Company sell portfolio
                                    securities at a time when it would otherwise
                                    not do so, which may affect adversely the
                                    Company's future earnings ability. In
                                    addition, rising market interest rates could
                                    impact negatively the value of the Company's
                                    investment portfolio, reducing the amount of
                                    assets serving as asset coverage for the
                                    Tortoise Notes.

                                    Auction Risk. You may not be able to sell
                                    your Tortoise Notes at an Auction if the
                                    Auction fails; that is, if there are more
                                    Tortoise Notes offered for sale than there
                                    are buyers for those Tortoise Notes. Also,
                                    if you place hold orders (orders to retain
                                    Tortoise Notes) at an Auction only at a
                                    specified rate, and the bid rate exceeds the
                                    rate set at the Auction, you will not retain
                                    your Tortoise Notes. Finally, if you buy
                                    Tortoise Notes or elect to retain Tortoise
                                    Notes without specifying a rate below which
                                    you would not wish to buy or continue to
                                    hold those Tortoise Notes, and the Auction
                                    sets a below-market rate, you may receive a
                                    lower rate of return on your Tortoise Notes
                                    than the market rate of interest. See
                                    "Description of Tortoise Notes" and "The
                                    Auction--Auction Procedures."

                                    Secondary Market Risk. If you try to sell
                                    your Tortoise Notes between Auctions, you
                                    may not be able to sell any or all of your
                                    Tortoise Notes, or you may not be able to
                                    sell them in the $25,000 increments in which
                                    they were purchased plus accrued and unpaid
                                    interest. If the Company has designated a
                                    Special Rate Period (a rate period other
                                    than twenty-eight (28) days), changes in
                                    interest rates could affect the price you
                                    would receive if you sold your Tortoise
                                    Notes in the secondary market. Lehman
                                    Brothers and broker-dealers that maintain a
                                    secondary trading market for Tortoise Notes
                                    are not required to maintain this market and
                                    the Company has no control over the
                                    establishment or maintenance of this market.
                                    The Company is not required to redeem
                                    Tortoise Notes if an Auction or an attempted
                                    secondary market sale fails. Tortoise Notes
                                    are not listed on an exchange or automated
                                    quotation system. If you sell your Tortoise
                                    Notes to a broker-dealer between Auctions,
                                    you may receive less than the price you paid
                                    for them, especially when market interest
                                    rates have risen since the last Auction.

                                    Ratings and Asset Coverage Risk. While
                                    Moody's and Fitch have assigned ratings of
                                    "Aaa" and "AAA," respectively, to Tortoise
                                    Notes, the ratings do not eliminate or
                                    necessarily mitigate the risks of investing
                                    in


                                       12
<PAGE>

                                    Tortoise Notes. A rating may not fully or
                                    accurately reflect all of the credit and
                                    market risks associated with a security. A
                                    rating agency could downgrade Tortoise
                                    Notes, which may make your securities less
                                    liquid at an Auction or in the secondary
                                    market, though probably with higher
                                    resulting interest rates. If a rating agency
                                    downgrades the ratings assigned to Tortoise
                                    Notes, the Company may alter its portfolio
                                    or redeem Tortoise Notes. The Company may
                                    voluntarily redeem Tortoise Notes under
                                    certain circumstances. See "Description of
                                    Tortoise Notes--Redemption."

                                    Inflation Risk. Inflation is the reduction
                                    in the purchasing power of money resulting
                                    from the increase in the price of goods and
                                    services. Inflation risk is the risk that
                                    the inflation adjusted (or "real") value of
                                    your Tortoise Notes investment or the income
                                    from that investment will be worth less in
                                    the future. As inflation occurs, the real
                                    value of the Tortoise Notes and the interest
                                    on the Tortoise Notes declines. In an
                                    inflationary period, however, it is expected
                                    that, through the Auction process, interest
                                    rates would increase, tending to offset this
                                    risk. See "Risk Factors--Risks of Investing
                                    in Tortoise Notes--Inflation Risk."

                                    Company Risks. The Company's net asset
                                    value, its ability to pay interest and
                                    principal on Tortoise Notes, and its ability
                                    to meet asset coverage requirements depends
                                    on the performance of the Company's
                                    investment portfolio. The performance of the
                                    Company's investment portfolio is subject to
                                    a number of risks, including the following:

                                    Concentration Risk. The Company intends to
                                    concentrate its investments in the energy
                                    infrastructure industry, with an emphasis on
                                    securities issued by MLPs. The primary risks
                                    inherent in the energy infrastructure
                                    industry include the following: (1) the
                                    performance and level of distributions of
                                    MLPs can be affected by direct and indirect
                                    commodity price exposure, (2) a decrease in
                                    market demand for natural gas or other
                                    energy commodities could adversely affect
                                    MLP revenues or cash flows, (3) energy
                                    infrastructure assets deplete over time and
                                    must be replaced, and (4) a rising interest
                                    rate environment could increase an MLP's
                                    cost of capital.

                                    Nondiversification Risk. The Company is a
                                    nondiversified investment company under the
                                    1940 Act, and it is not a regulated
                                    investment company under the U.S. Internal
                                    Revenue Code of 1986, as amended (the
                                    "Internal Revenue Code"). Accordingly, there
                                    are no

                                       13
<PAGE>

                                    limits under the 1940 Act or Internal
                                    Revenue Code with respect to the number or
                                    size of issuers held by the Company.
                                    Liquidity Risk. Certain MLP securities may
                                    trade less frequently than those of other
                                    companies due to their smaller
                                    capitalizations. Investment in securities
                                    that are less actively traded or over time
                                    experience decreased trading volume may be
                                    difficult to dispose of when the Company
                                    believes it is desirable to do so, may
                                    restrict the ability of the Company to take
                                    advantage of other opportunities, and may be
                                    more difficult to value.

                                    Valuation Risk. The Company may invest up to
                                    30% of total assets in restricted
                                    securities, which are subject to
                                    restrictions on resale. The value of such
                                    investments ordinarily will be determined
                                    based on fair valuations determined by the
                                    Adviser pursuant to procedures adopted by
                                    the Board of Directors. Restrictions on
                                    resale or the absence of a liquid secondary
                                    market may affect adversely the ability of
                                    the Company to determine net asset value.
                                    The sale price of securities that are
                                    restricted or otherwise not readily
                                    marketable may be higher or lower than the
                                    Company's most recent valuations.

                                    Leverage Risk. Subject to limits imposed by
                                    the 1940 Act and the Rating Agency
                                    Guidelines, the Company may increase its
                                    leverage above the amount estimated after
                                    issuance of the Tortoise Notes and the
                                    anticipated offering of MMP Shares as
                                    previously described. The Company intends to
                                    use leverage primarily for investment
                                    purposes. The Company's use of leverage may
                                    result in risks and can magnify the effect
                                    of any losses. There is no assurance that a
                                    leveraging strategy will be successful.

Federal Income Tax Matters..        Holders of Tortoise Notes will receive
                                    interest payments from the Company and will
                                    not receive any distributions to which
                                    holders of common stock or preferred stock
                                    of the Company are entitled. Interest
                                    payments generally will be taxed as ordinary
                                    income for federal income tax purposes and
                                    will not be eligible for the reduced rates
                                    of taxation available for "qualified
                                    dividend income." See "Federal Income Tax
                                    Matters."

Tax Status of the Company...        Unlike most investment companies, the
                                    Company will not be treated as a regulated
                                    investment company under the Internal
                                    Revenue Code. Therefore, the Company will be
                                    obligated to pay federal and applicable
                                    state corporate taxes on its taxable income.
                                    On the other hand, the Company is not
                                    subject to the "qualifying


                                       14
<PAGE>

                                    income" rules applicable to regulated
                                    investment companies. Under current federal
                                    income tax law, the qualifying income rules
                                    substantially limit the ability of regulated
                                    investment companies to invest directly in
                                    MLPs. Unlike regulated investment companies,
                                    the Company is not required by the Internal
                                    Revenue Code to distribute substantially all
                                    of its income and capital gains.

Trading Market..............        Tortoise Notes are not listed on an exchange
                                    or automated quotation system. Instead, you
                                    may buy or sell Tortoise Notes at an Auction
                                    that normally is held every twenty-eight
                                    (28) days by submitting orders to a
                                    broker-dealer that has entered into an
                                    agreement with the Auction Agent and the
                                    Company (a "Broker-Dealer"), or to a
                                    broker-dealer that has entered into a
                                    separate agreement with a Broker-Dealer. In
                                    addition to the Auctions, Broker-Dealers and
                                    other broker-dealers may maintain a
                                    secondary trading market in Tortoise Notes
                                    outside of Auctions, but may discontinue
                                    this activity at any time. There is no
                                    assurance that a secondary market will
                                    provide Tortoise Note holders with
                                    liquidity. You may transfer Tortoise Notes
                                    outside of Auctions only to or through a
                                    Broker-Dealer, or a broker-dealer that has
                                    entered into a separate agreement with a
                                    Broker-Dealer or to the Company or any of
                                    its affiliates, in certain cases.

Trustee and Auction Agent...        BNY Midwest Trust Company, N.A. will serve
                                    as the Trustee under the Indenture and The
                                    Bank of New York will serve as the
                                    Auction Agent under the Auction Agency
                                    Agreement.



                                       15
<PAGE>

                              FINANCIAL HIGHLIGHTS


         Information contained in the table below under the headings "Per Share
Operating Performance" and "Ratios/Supplemental Data" shows the unaudited
operating performance of the Company's common stock from the commencement of the
Company's investment operations on February 27, 2004 until May 31, 2004. Since
the Company commenced operations on February 27, 2004, the table covers
approximately three (3) months of operations, during which a substantial portion
of the Company's assets were held in cash pending investment in securities that
meet the Company's investment objective and policies. Accordingly, the
information presented may not provide a meaningful picture of the Company's
operating performance.


<TABLE>
<CAPTION>
                                                                                         PERIOD FROM
                                                                                      FEBRUARY 27, 2004 (5)
                                                                                           THROUGH
                                                                                        MAY 31, 2004

<S>                                                                             <C>
PER SHARE DATA (2)
 Net Asset Value
     Beginning of Period (6)                                                    $                    23.88
                                                                                --------------------------

 Income from Investment Operations:
     Net investment loss (1)                                                                         (0.01)
     Net realized and unrealized loss on investments                                                 (0.99)
                                                                                --------------------------
         Total loss from investment operations                                                       (1.00)
                                                                                --------------------------
 Less Distributions to Shareholders                                                                  (0.20)
                                                                                --------------------------

 Net Asset Value, end of period                                                 $                    22.68
                                                                                ==========================

 Per share market value, end of period                                          $                    24.20
 Total Investment Return Based on Market Value (3)                                                   (2.40)%


 SUPPLEMENTAL DATA AND RATIOS (4)
     Net assets, end of period (000's)                                          $                  286,302
     Ratio of expenses to average net assets before waiver:                                           1.65%
     Ratio of expenses to average net assets after waiver:                                            1.42%

     Ratio of expenses, without regard to non-recurring organizational
       expenses, to average net assets before waiver:                                                 1.26%
     Ratio of expenses, without regard to non-recurring organizational
       expenses, to average net assets after waiver:                                                  1.03%

     Ratio of investment loss to average net assets before waiver:                                   (0.42)%
     Ratio of investment loss to average net assets after waiver:                                    (0.19)%

     Portfolio turnover rate                                                                           -  %

- -----------------------
<FN>
(1)  Net investment income per share is calculated using ending balances prior to consideration
     of adjustments for permanent financial reporting and tax differences.
(2)  Information presented relates to a share of capital stock outstanding for the entire period.
(3)  Not Annualized. Total investment return is calculated assuming a purchase of common stock
     at the current market price on the first day and a sale at the current market price on the last
     day of the period reported. Total investment return does not reflect brokerage commissions.
(4)  Information is annualized for periods less than one full year.
(5)  Commencement of Operations.
(6)  Represents net asset value on February 27, 2004, including the effect of the Company's initial
     public offering on that date, after deduction of offering costs.
</FN>
</TABLE>



                                       16
<PAGE>


                                   THE COMPANY


         The Company is a recently organized, nondiversified, closed-end
management investment company registered under the 1940 Act. The Company was
organized as a Maryland corporation on October 30, 2003, pursuant to a charter
(the "Charter") governed by the laws of the State of Maryland. On February 24,
2004, the Company issued an aggregate of 11,000,000 shares of common stock, par
value $0.001 per share, in an initial public offering. On March 23, 2004 and
April 8, 2004, the Company issued an additional 1,100,000 shares of common stock
and 500,000 shares of common stock, respectively, in connection with partial
exercises by the underwriters of their over allotment option. The proceeds of
the initial public offering and subsequent exercises of the over allotment
option of common stock was approximately $300,000,000 after the payment of
offering expenses. The Company's common stock is listed on the NYSE under the
symbol "TYG." The Company's principal office is located at 10801 Mastin
Boulevard, Suite 222, Overland Park, Kansas 66210 and its telephone number is
(913) 981-1020.

         The following provides information about the Company's outstanding
shares as of June 30, 2004:


<TABLE>
<CAPTION>
                                                                                       AMOUNT
                                                                                    HELD BY THE
                                                                                     COMPANY OR
                                                                      AMOUNT            FOR            AMOUNT
                         TITLE OF CLASS                             AUTHORIZED      ITS ACCOUNT      OUTSTANDING
- ----------------------------------------------------------------   ------------   ---------------   -------------


<S>                                                                 <C>                   <C>              <C>
Common Shares..................................................     100,000,000           0
Tortoise Notes.................................................
   Series A....................................................     $60,000,000           0                0
   Series B....................................................     $50,000,000           0                0
</TABLE>


                                 USE OF PROCEEDS


         The net proceeds of the offering of Tortoise Notes will be
approximately $108,564,500 after payment of the underwriting discounts and
commissions and estimated offering costs. The Company will invest the net
proceeds of the offering in accordance with the Company's investment objective
and policies as described under "Investment Objective and Principal Investment
Strategies" as soon as practicable. It is presently anticipated that the Company
will be able to invest substantially all of the net proceeds in securities of
energy infrastructure companies that meet the Company's investment objective and
policies within approximately three (3) months after the completion of the
offering. Pending such investment, it is anticipated that the proceeds will be
invested in short-term securities issued by the U.S. government or its agencies
or instrumentalities or in high quality, short-term money market instruments.

         The Company currently intends to issue Money Market Cumulative
Preferred Shares, $25,000 liquidation preference per share, ("MMP(R) Shares") in
an amount representing approximately 8% of total assets as soon as practicable
following the investment of substantially all of the proceeds from the Tortoise
Notes offering.



                                       17
<PAGE>


                                 CAPITALIZATION


         The following table sets forth the capitalization of the Company as of
May 31, 2004 and as adjusted to give effect to the issuance of the Tortoise
Notes offered hereby. MMP Shares will be offered by separate prospectus as soon
as practicable following the investment of substantially all of the proceeds
from the offering of Tortoise Notes.

<TABLE>
<CAPTION>
                                                                                          AS
                                                                       ACTUAL           ADJUSTED
                                                                     (UNAUDITED)      (UNAUDITED)
                                                                     -----------      -----------
<S>                                                                  <C>              <C>

 LONG-TERM DEBT:
   Tortoise Notes, denominations of $25,000 or any multiple
      thereof*................................................      $          -     $110,000,000
COMMON STOCKHOLDERS' EQUITY:
   Common Stock, $.001 par value per share; 100,000,000
      shares authorized, 12,623,047 shares outstanding*.......      $     12,623     $     12,623
   Additional paid-in capital**...............................      $300,495,985     $300,495,985**
   Net investment loss and realized loss on investments.......      $ (2,662,530)    $ (2,662,530)
   Unrealized depreciation on investments.....................      $(11,544,258)    $(11,544,258)
   Net assets applicable to common shares.....................      $286,301,820     $286,301,820
<FN>
- ------------------
*        None of these outstanding securities are held by or for the account of
         the Company.
**       Underwriting discounts and commissions and estimated offering costs of
         the Tortoise Notes will be capitalized and amortized over the life
         of the Tortoise Notes.
</FN>
</TABLE>


                                       18
<PAGE>

            INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES


INVESTMENT OBJECTIVE


         The Company's investment objective is to seek a high level of total
return with an emphasis on current distributions paid to stockholders. For
purposes of the Company's investment objective, total return includes capital
appreciation of, and all distributions received from, securities in which the
Company invests regardless of the tax character of the distributions. The
Company seeks to provide its stockholders with an efficient vehicle to invest in
a portfolio of MLPs. Similar to the tax characterization of cash distributions
made by MLPs to its unit holders, the Company believes that its common
stockholders will have relatively high levels of the deferred taxable income
associated with cash distributions made by the Company to stockholders.


ENERGY INFRASTRUCTURE INDUSTRY

         The Company concentrates its investments in the energy infrastructure
sector. The Company pursues its objective by investing principally in a
portfolio of equity securities issued by MLPs. MLP common units historically
have generated higher average total returns than domestic common stock (as
measured by the S&P 500) and fixed income securities. A more detailed
description of investment policies and restrictions and more detailed
information about portfolio investments are contained in the Statement of
Additional Information.


         Energy Infrastructure Companies. For purposes of the Company's policy
of investing 90% of total assets in securities of energy infrastructure
companies, an energy infrastructure company is one that derives each year at
least 50% of its gross income from "Qualifying Income" under Section 7704 of the
Internal Revenue Code or one that derives at least 50% of its revenues from the
provision of services directly related to the generation of Qualifying Income.
Qualifying Income is defined as including any income and gains from the
exploration, development, mining or production, processing, refining,
transportation (including pipelines transporting gas, oil or products thereof),
or the marketing of any mineral or natural resource (including fertilizer,
geothermal energy, and timber), or the transportation, delivery or processing of
natural resources or minerals.

         Energy infrastructure companies (other than most pipeline MLPs) do not
operate as "public utilities" or "local distribution companies," and therefore
are not subject to rate regulation by state or federal utility commissions.
However, energy infrastructure companies may be subject to greater competitive
factors than utility companies, including competitive pricing in the absence of
regulated tariff rates, which could cause a reduction in revenue and which could
affect adversely profitability. Most pipeline MLPs are subject to government
regulation concerning the construction, pricing and operation of pipelines.
Pipeline MLPs are able to set prices (rates or tariffs) to cover operating
costs, depreciation and taxes, and provide a return on investment. These rates
are monitored by the Federal Energy Regulatory Commission (FERC) which seeks to
ensure that consumers receive adequate and reliable supplies of energy at the
lowest possible price while providing energy suppliers and transporters a just
and reasonable return on capital investment and the opportunity to adjust to
changing market conditions.

         Master Limited Partnerships. Under normal circumstances, the Company
invests at least 70% of its total assets in equity securities of MLPs that
derive each year at least 90% of their gross income from Qualifying Income and
are taxed as partnerships, thereby eliminating federal income tax at the entity
level. The MLPs have two classes of partners, the general partner, and the
limited partners. The general partner is usually a major energy company,
investment fund or the direct management of the MLP. The general partner
normally controls the MLP through a 2% equity interest plus units that are
subordinated to the common (publicly traded) units for at least the first five
years of the partnership's existence and then only converting to common if
certain financial tests are met.



                                       19
<PAGE>

         As a motivation for the general partner to successfully manage the MLP
and increase cash flows, the terms of most MLPs typically provide that the
general partner receives a larger portion of the net income as distributions
reach higher target levels. As cash flow grows, the general partner receives a
greater interest in the incremental income compared to the interest of limited
partners. The general partner's incentive compensation typically increases up to
50% of incremental income. Nevertheless, the aggregate amount distributed to
limited partners will increase as MLP distributions reach higher target levels.
Given this incentive structure, the general partner has an incentive to
streamline operations and undertake acquisitions and growth projects in order to
increase distributions to all partners.


         Energy infrastructure MLPs in which the Company invests generally can
be classified in the following categories:


                  Pipeline MLPs are common carrier transporters of natural gas,
         natural gas liquids (primarily propane, ethane, butane and natural
         gasoline), crude oil or refined petroleum products (gasoline, diesel
         fuel and jet fuel). Pipeline MLPs also may operate ancillary businesses
         such as storage and marketing of such products. Revenue is derived from
         capacity and transportation fees. Historically, pipeline output has
         been less exposed to cyclical economic forces due to its low cost
         structure and government-regulated nature. In addition, pipeline MLPs
         do not have direct commodity price exposure because they do not own the
         product being shipped.


                  Processing MLPs are gatherers and processors of natural gas,
         as well as providers of transportation, fractionation and storage of
         natural gas liquids. Revenue is derived from providing services to
         natural gas producers, which require treatment or processing before
         their natural gas commodity can be marketed to utilities and other end
         user markets. Revenue for the processor is fee based, although it is
         not uncommon to have some participation in the prices of the natural
         gas and natural gas liquid commodities for a portion of revenue.


                  Propane MLPs are distributors of propane to homeowners for
         space and water heating. Revenue is derived from the resale of the
         commodity on a margin over wholesale cost. The ability to maintain
         margin is a key to profitability. Propane serves approximately 3% of
         the household energy needs in the United States, largely for homes
         beyond the geographic reach of natural gas distribution pipelines.
         Approximately 70% of annual cash flow is earned during the winter
         heating season (October through March). Accordingly, volumes are
         weather dependent, but have utility type functions similar to
         electricity and natural gas.

                  Coal MLPs own, lease and manage coal reserves. Revenue is
         derived from production and sale of coal, or from royalty payments
         related to leases to coal producers. Electricity generation is the
         primary use of coal in the United States. Demand for electricity and
         supply of alternative fuels to generators are the primary drivers of
         coal demand. Coal MLPs are subject to operating and production risks,
         such as: the MLP or a lessee meeting necessary production volumes;
         federal, state and local laws and regulations which may limit the
         ability to produce coal; the MLP's ability to manage production costs
         and pay mining reclamation costs; and the effect on demand that the
         Clean Air Act standards have on coal-end users.

         Although the Company also may invest in equity and debt securities of
energy infrastructure companies that are organized and/or taxed as corporations,
it is likely that any such investments will be in debt securities because the
equity dividends from such corporations typically do not meet the Company's
investment objective. The Company also may invest in securities of general
partners or other affiliates of MLPs and private companies operating energy
infrastructure assets.


                                       20
<PAGE>

INVESTMENT PROCESS

         Under normal circumstances, the Company invests at least 90% of its
total assets (including assets obtained through leverage) in securities of
energy infrastructure companies. The Adviser seeks securities that offer a
combination of quality, growth and yield intended to result in superior total
returns over the long run. The Adviser's securities selection process includes a
comparison of quantitative, qualitative, and relative value factors. Although
the Adviser uses research provided by broker-dealers and investment firms,
primary emphasis is placed on proprietary analysis and valuation models
conducted and maintained by the Adviser's in-house investment analysts. To
determine whether a company meets its criteria, the Adviser generally will look
for a strong record of distribution growth, a solid ratio of debt to equity and
coverage ratio with respect to distributions to unit holders, and a proven track
record, incentive structure and management team. It is anticipated that all of
the public energy infrastructure companies in which the Company will invest will
have a market capitalization greater than $100 million.

INVESTMENT POLICIES

         The Company seeks to achieve its investment objective by investing
primarily in securities of MLPs that the Adviser believes offer attractive
distribution rates and capital appreciation potential. The Company also may
invest in other securities set forth below if the Adviser expects to achieve the
Company's objective with such investments.


         The Company's policy of investing at least 90% of its total assets
(including assets obtained through leverage) in securities of energy
infrastructure companies is nonfundamental and may be changed by the Board of
Directors without stockholder approval, provided that stockholders receive at
least 60 days' prior written notice of any change.


         The Company has adopted the following additional nonfundamental
policies:


         o        Under normal circumstances, the Company invests at least 70%
                  and up to 100% of its total assets in equity securities issued
                  by MLPs. Equity units currently consist of common units,
                  convertible subordinated units, and pay-in-kind units.

         o        The Company may invest up to 30% of its total assets in
                  restricted securities, primarily through direct placements.
                  The Company may, however, invest without limitation in
                  illiquid securities that are not restricted. The types of
                  restricted securities that the Company may purchase include
                  MLP convertible subordinated units, unregistered MLP common
                  units and securities of private companies (i.e., non-MLPs).
                  Investments in private companies that do not have any publicly
                  traded shares or units are limited to 5% of total assets.

         o        The Company may invest up to 25% of its total assets in debt
                  securities of energy infrastructure companies, including
                  certain securities rated below investment grade ("junk
                  bonds"). Below investment grade debt securities will be rated
                  at least B3 by Moody's and at least B- by S&P at the time of
                  purchase, or comparably rated by another statistical rating
                  organization or if unrated, determined to be of comparable
                  quality by the Adviser.

         o        The Company will not invest more than 10% of its total assets
                  in any single issuer.


         o        The Company will not engage in short sales.


         Unless otherwise stated, all investment restrictions apply at the time
of purchase and the Company will not be required to reduce a position due solely
to market value fluctuations. The Company may temporarily deviate from its
investment policies pending investment of its initial public offering and


                                       21
<PAGE>

leverage proceeds. Pending investment of the offering proceeds the Board of
Directors has approved an interim policy permitting investments in a single
issuer in excess of 10% of total assets under limited circumstances.



TYPES OF SECURITIES

         The types of securities in which the Company may invest include, but
are not limited to, the following:


         Equity Securities of MLPs. Consistent with its investment objective,
the Company may invest up to 100% of total assets in equity securities issued by
energy infrastructure MLPs, including common units, convertible subordinated
units and I-Shares. The table below summarizes the features of these securities,
and a further discussion of these securities follows.



                                       22
<PAGE>



<TABLE>
<CAPTION>
                                                               CONVERTIBLE
                                  COMMON UNITS              SUBORDINATED UNITS
                               (FOR MLPS TAXED AS           (FOR MLPS TAXED AS
                                  PARTNERSHIPS)                PARTNERSHIPS)                   I-SHARES
                           ---------------------------  ---------------------------  ----------------------------
<S>                        <C>                                <C>                            <C>
VOTING RIGHTS........      Limited to certain                 Same as common units           No direct MLP voting
                           significant decisions;                                            rights
                           no annual election of
                           directors


DIVIDEND                   First right to minimum             Second right to MQD;           Equal in amount and
   PRIORITY..........      quarterly distribution             no arrearage rights            priority to common
                           ("MQD") specified in                                              units but paid in
                           Partnership Agreement;                                            additional I-Shares
                           arrearage rights                                                  at current market
                                                                                             value of I-Shares

DIVIDEND RATE........      Minimum set in                     Equal in amount to             Equal in amount to
                           Partnership Agreement;             common units;                  common units
                           participate pro rata               participate pro rata
                           with subordinated after            with common units
                           both MQDs are met                  above the MQD


TRADING..............      Listed on NYSE, AMEX or            Not publicly traded            Listed on NYSE
                           Nasdaq National Market

FEDERAL                    Ordinary income to the             Same as common units           Full distribution
   INCOME TAX              extent of taxable                                                 treated as return of
   TREATMENT.........      income allocated to                                               capital; since
                           holder; tax-free return                                           distribution is in
                           of capital thereafter                                             shares, total basis
                           to extent of holder's                                             is not reduced
                           basis; remainder as
                           capital gain


TYPE OF                    Retail; creates                    Same as common units           Institutional; does
   INVESTOR...             unrelated business                                                not create unrelated
                           taxable income for                                                business taxable
                           tax-exempt investor;                                              income; qualifying
                           not qualifying income                                             income for regulated
                           for regulated                                                     investment companies
                           investment companies

LIQUIDITY                  Intended to receive                Second right to                Same as common units
   PRIORITY...             return of all capital              return of capital;             (indirect right through
                           first                              pro rata with common           I-share issuer)
                                                              units thereafter

CONVERSION                 Not applicable                     One-to-one ratio into          None
   RIGHTS.....                                                common units

</TABLE>


         MLP Common Units. MLP common units represent an equity ownership
interest in a partnership, providing limited voting rights and entitling the
holder to a share of the company's success through distributions and/or capital
appreciation. Unlike stockholders of a corporation, common unit holders do not
elect directors annually and generally have the right to vote only on certain
significant events, such as mergers, a sale of substantially all of the assets,
removal of the general partner or material amendments to the partnership
agreement. MLPs are required by their partnership agreements to distribute a
large percentage of their current operating earnings. Common unit holders
generally have first right to a MQD prior to distributions to the convertible
subordinated unit holders or the general partner (including incentive
distributions). Common unit holders typically have arrearage rights if the MQD
is not met. In the event of liquidation, MLP common unit holders have first
rights to the partnership's remaining assets


                                       23
<PAGE>

after bondholders, other debt holders, and preferred unit holders have been paid
in full. MLP common units trade on a national securities exchange or
over-the-counter.

         MLP Convertible Subordinated Units. MLP convertible subordinated units
typically are issued by MLPs to founders, corporate general partners of MLPs,
entities that sell assets to the MLP, and institutional investors. The purpose
of the convertible subordinated units is to increase the likelihood that during
the subordination period there will be available cash to be distributed to
common unit holders. The Company expects to purchase convertible subordinated
units in direct placements from such persons. Convertible subordinated units
generally are not entitled to distributions until holders of common units have
received specified MQD, plus any arrearages, and may receive less in
distributions upon liquidation. Convertible subordinated unit holders generally
are entitled to MQD prior to the payment of incentive distributions to the
general partner, but are not entitled to arrearage rights. Therefore, they
generally entail greater risk than MLP common units. They are generally
convertible automatically into the senior common units of the same issuer at a
one-to-one ratio upon the passage of time or the satisfaction of certain
financial tests. These units do not trade on a national exchange or
over-the-counter, and there is no active market for convertible subordinated
units. The value of a convertible security is a function of its worth if
converted into the underlying common units. Convertible subordinated units
generally have similar voting rights to MLP common units.


         MLP I-Shares. I-Shares represent an indirect investment in MLP I-units.
I-units are equity securities issued to affiliates of MLPs, typically a limited
liability company, that owns an interest in and manages the MLP. The issuer has
management rights but is not entitled to incentive distributions. The I-Share
issuer's assets consist exclusively of MLP I-units. Distributions by MLPs to
I-unit holders are made in the form of additional I-units, generally equal in
amount to the cash received by common unit holders of MLPs. The issuer of the
I-Share is taxed as a corporation for federal income tax purposes, however, the
MLP does not allocate income or loss to the I-Share issuer. Accordingly,
investors receive a Form 1099, are not allocated their proportionate share of
income of the MLPs and are not subject to state filing obligations.


         Debt Securities. The Company may invest up to 25% of its total assets
in debt securities of energy infrastructure companies, including securities
rated below investment grade. The Company's debt securities may have fixed or
variable principal payments and all types of interest rate and dividend payment
and reset terms, including fixed rate, adjustable rate, zero coupon, contingent,
deferred, payment in kind and auction rate features. To the extent that the
Company invests in below investment grade debt securities, such securities will
be rated, at the time of investment, at least B- by S&P or B3 by Moody's or a
comparable rating by at least one other rating agency or, if unrated, determined
by the Adviser to be of comparable quality. If a security satisfies the
Company's minimum rating criteria at the time of purchase and subsequently is
downgraded below such rating, the Company will not be required to dispose of
such security. If a downgrade occurs, the Adviser will consider what action,
including the sale of such security, is in the best interest of the Company and
its stockholders.


         Because the risk of default is higher for below investment grade
securities than investment grade securities, the Adviser's research and credit
analysis is an especially important part of managing securities of this type.
The Adviser attempts to identify those issuers of below investment grade
securities whose financial condition the Adviser believes are adequate to meet
future obligations or have improved or is expected to improve in the future. The
Adviser's analysis focuses on relative values based on such factors as interest
or dividend coverage, asset coverage, earnings prospects and the experience and
managerial strength of the issuer.


         Restricted Securities. The Company may invest up to 30% of its total
assets in restricted securities, primarily through direct placements of MLP
securities. An issuer may be willing to offer the


                                       24
<PAGE>

purchaser more attractive features with respect to securities issued in direct
placements because it has avoided the expense and delay involved in a public
offering of securities. Adverse conditions in the public securities markets also
may preclude a public offering of securities. MLP convertible subordinated units
typically are purchased from affiliates of the issuer or other existing holders
of convertible units rather than directly from the issuer.

         Restricted securities obtained by means of direct placements are less
liquid than securities traded in the open market because of statutory and
contractual restrictions on resale. Such securities are, therefore, unlike
securities that are traded in the open market, which can be expected to be sold
immediately if the market is adequate. This lack of liquidity creates special
risks for the Company. However, the Company could sell such securities in
privately negotiated transactions with a limited number of purchasers or in
public offerings under the Securities Act of 1933. MLP convertible subordinated
units also convert to publicly traded common units upon the passage of time
and/or satisfaction of certain financial tests.


         Defensive and Temporary Investments. Under adverse market or economic
conditions or pending investment of offering or leverage proceeds, the Company
may invest up to 100% of its total assets in securities issued or guaranteed by
the U.S. Government or its instrumentalities or agencies, short-term debt
securities, certificates of deposit, bankers' acceptances and other bank
obligations, commercial paper rated in the highest category by a rating agency
or other fixed income securities deemed by the Adviser to be consistent with a
defensive posture, or may hold cash. The Adviser also may invest in such
instruments to meet working capital needs including, but not limited to, for
collateral in connection with certain investment techniques, to hold a reserve
pending payment of dividends, and to facilitate the payments of expenses and
settlement of trades. The yield on such securities may be lower than the returns
on MLPs or yields on lower rated fixed income securities. To the extent the
Company uses this strategy, it may not achieve its investment objective.

USE OF LEVERAGE


         The Company currently intends to issue Tortoise Notes in an aggregate
amount representing approximately 25% of the Company's total assets and to issue
MMP Shares in an amount currently anticipated to represent approximately 8% of
the Company's total assets. The Company also may leverage through other
Borrowings, including the issuance of commercial paper or additional notes. The
Company employs financial leverage for investment purposes when the Adviser
believes that such use of proceeds will enhance the Company's ability to achieve
its investment objective. The timing and terms of any leverage transactions will
be determined by the Company's Board of Directors. The amount of outstanding
financial leverage may vary with prevailing market or economic conditions.
Leverage entails special risks. See "Risk Factors--General Risks of Investing in
the Company--Leverage Risk." The management fee paid to the Adviser will be
calculated on the basis of the Company's Managed Assets (which includes the
proceeds of any financial leverage), so the fee will be higher when leverage is
used.


HEDGING TRANSACTIONS


         In an attempt to reduce the interest rate risk arising from the
Company's leveraged capital structure, the Company may enter into interest rate
transactions such as swaps, caps and floors. The use of interest rate
transactions is a highly specialized activity that involves investment
techniques and risks different from those associated with ordinary portfolio
security transactions. In an interest rate swap, the Company would agree to pay
to the other party to the interest rate swap (which is known as the
"counterparty") a fixed rate payment in exchange for the counterparty agreeing
to pay to the Company a variable rate payment that is intended to approximate
the Company's variable rate payment obligation on any variable rate borrowings.
The payment obligations would be based on the notional amount of the swap. In an
interest rate cap, the Company would pay a premium to the counterparty up to the
interest



                                       25
<PAGE>

rate cap and, to the extent that a specified variable rate index exceeds a
predetermined fixed rate, would receive from the counterparty payments of the
difference based on the notional amount of such cap. In an interest rate floor,
the Company would be entitled to receive, to the extent that a specified index
falls below a predetermined interest rate, payments of interest on a notional
principal amount from the party selling the interest rate floor. Depending on
the state of interest rates in general, the Company's use of interest rate
transactions could affect the Company's ability to make required interest
payments on the Tortoise Notes. To the extent there is a decline in interest
rates, the value of the interest rate transactions could decline. If the
counterparty to an interest rate transaction defaults, the Company would not be
able to use the anticipated net receipts under the interest rate transaction to
offset the Company's cost of financial leverage.

CONFLICTS OF INTEREST

         Conflicts of interest may arise from the fact that the Adviser and its
affiliates generally will be carrying on substantial investment activities for
other clients, in which the Company will have no interest. The Adviser or its
affiliates may have financial incentives to favor certain of such accounts over
the Company. Any of their proprietary accounts and other customer accounts may
compete with the Company for specific trades. The Adviser or its affiliates may
give advice and recommend securities to, or buy or sell securities for the
Company which advice or securities may differ from advice given to, or
securities recommended or bought or sold for, other accounts and customers, even
though their investment objectives may be the same as, or similar to, those of
the Company.


         The Adviser will evaluate a variety of factors in determining whether a
particular investment opportunity or strategy is appropriate and feasible for
the relevant account at a particular time, including, but not limited to, the
following: (1) the nature of the investment opportunity taken in the context of
the other investments at the time; (2) the liquidity of the investment relative
to the needs of the particular entity or account; (3) the availability of the
opportunity (i.e., size of obtainable position); (4) the transaction costs
involved; and (5) the investment or regulatory limitations applicable to the
particular entity or account. Because these considerations may differ when
applied to the Company and relevant accounts under management in the context of
any particular investment opportunity, the investment activities of the Company,
on the one hand, and other managed accounts, on the other hand, may differ
considerably from time to time. In addition, the fees and expenses of the
Company will differ from those of the other managed accounts. Accordingly,
stockholders should be aware that the future performance of the Company and
other accounts of the Adviser may vary.

         Situations may occur when the Company could be disadvantaged because of
the investment activities conducted by the Adviser and its affiliates for its
other accounts. Such situations may be based on, among other things, the
following: (1) legal or internal restrictions on the combined size of positions
that may be taken for the Company or the other accounts, thereby limiting the
size of the Company's position; or (2) the difficulty of liquidating an
investment for the Company or the other accounts where the market cannot absorb
the sale of the combined position. The Company's investment opportunities may be
limited by affiliations of the Adviser or its affiliates with energy
infrastructure companies. In particular, a private equity fund managed by KCEP
holds a significant subordinated equity position in one MLP and as a result of
such ownership, holds a board position that currently is filled by Mr. Schulte,
that may limit or preclude the Company's investment in securities of that MLP.


         The Adviser and its principals, officers, employees, and affiliates may
buy and sell securities or other investments for their own accounts and may have
actual or potential conflicts of interest with respect to investments made on
behalf of the Company. As a result of differing trading and investment
strategies or constraints, positions may be taken by principals, officers,
employees, and affiliates of the


                                       26
<PAGE>

Adviser that are the same as, different from, or made at a different time than
positions taken for the Company.

PORTFOLIO TURNOVER

         The Company's annual portfolio turnover rate may vary greatly from year
to year. Although the Company cannot accurately predict its annual portfolio
turnover rate, it is not expected to exceed 30% under normal circumstances.
However, portfolio turnover rate is not considered a limiting factor in the
execution of investment decisions for the Company. A higher turnover rate
results in correspondingly greater brokerage commissions and other transactional
expenses that are borne by the Company. High portfolio turnover may result in
the Company's recognition of gains that will increase the Company's tax
liability and thereby lower the amount of after-tax cash available for the
payment of interest on the Tortoise Notes.

                                  RISK FACTORS


         Risk is inherent in all investing. Investing in any investment company
security, like the Tortoise Notes, involves risk, including the risk that you
may receive little or no return on your investment or even that you may lose
part or all of your investment. Therefore, before investing you should consider
carefully the following risks that you assume when you invest in Tortoise Notes.


RISKS OF INVESTING IN TORTOISE NOTES


         Unsecured Investment. The Tortoise Notes represent an unsecured
obligation of the Company to pay interest and principal, when due. The Company
cannot assure you that it will have sufficient funds or that it will be able to
arrange for additional financing to pay interest on the Tortoise Notes when due
or to repay the Tortoise Notes at the Stated Maturity. The Company's failure to
pay interest on the Tortoise Notes when due or to repay the Tortoise Notes upon
the Stated Maturity would, subject to the cure provisions under the Indenture,
constitute an event of default under the Indenture and could cause a default
under other agreements that the Company may enter into from time to time. There
is no sinking fund with respect to the Tortoise Notes, and at the Stated
Maturity, the entire outstanding principal amount of the Tortoise Notes will
become due and payable. See "Description of Tortoise Notes--Event of Default and
Acceleration of Maturity; Remedies."

         Interest Rate Risk. Tortoise Notes pay interest based on short-term
interest rates. If short-term interest rates rise, interest rates on the
Tortoise Notes may rise so that the amount of interest payable to holders of
Tortoise Notes would exceed the amount of income from the Company's portfolio
securities. This might require that the Company sell portfolio securities at a
time when it otherwise would not do so, which may affect adversely the Company's
future earnings ability. While the Company intends to manage this risk through
interest rate transactions, there is no guarantee these strategies will be
implemented or will be successful in reducing or eliminating interest rate risk.
In addition, rising market interest rates could impact negatively the value of
the Company's investment portfolio, reducing the amount of assets serving as
asset coverage for the Tortoise Notes.


         Auction Risk. You may not be able to sell your Tortoise Notes at an
Auction if the Auction fails; that is, if there are more Tortoise Notes offered
for sale than there are buyers for those Tortoise Notes. Also, if you place hold
orders (orders to retain Tortoise Notes) at an Auction only at a specified rate,
and that bid rate exceeds the rate set at the Auction, you will not retain your
Tortoise Notes. Finally, if you buy Tortoise Notes or elect to retain Tortoise
Notes without specifying a rate below which you would not wish to buy or
continue to hold those Tortoise Notes, and the Auction sets a below-market rate,
you may


                                       27
<PAGE>

receive a lower rate of return on your Tortoise Notes than the market rate. See
"Description of Tortoise Notes" and "The Auction--Auction Procedures."

         Secondary Market Risk. If you try to sell your Tortoise Notes between
Auctions, you may not be able to sell any or all of your Tortoise Notes, or you
may not be able to sell them in the $25,000 increments for which they were
purchased or $25,000 increments for which they were purchased plus accrued and
unpaid interest. If the Company has designated a Special Rate Period (a rate
period other than twenty-eight (28) days), changes in interest rates could
affect the price you would receive if you sold your Tortoise Notes in the
secondary market. Lehman Brothers and broker-dealers that maintain a secondary
trading market for Tortoise Notes are not required to maintain this market and
the Company has no control over the establishment or maintenance of this market.
The Company is not required to redeem Tortoise Notes if an Auction or an
attempted secondary market sale fails. Tortoise Notes are not listed on an
exchange or automated quotation system. If you sell your Tortoise Notes to a
broker-dealer between Auctions, you may receive less than the price you paid for
them, especially when market interest rates have risen since the last Auction.


         Ratings and Asset Coverage Risk. While Moody's and Fitch have assigned
ratings of "Aaa" and "AAA," respectively, to Tortoise Notes, the ratings do not
eliminate or necessarily mitigate the risks of investing in Tortoise Notes. A
rating agency could downgrade Tortoise Notes, which may make your securities
less liquid at an Auction or in the secondary market, though probably with
higher resulting interest rates. If a rating agency downgrades the ratings
assigned to Tortoise Notes, the Company may alter its portfolio or redeem
Tortoise Notes. The Company may voluntarily redeem Tortoise Notes under certain
circumstances. See "Rating Agency Guidelines" for a description of the asset
maintenance tests and other requirements the Company must meet.

         Inflation Risk. Inflation is the reduction in the purchasing power of
money resulting from the increase in the price of goods and services. Inflation
risk is the risk that the inflation adjusted (or "real") value of your Tortoise
Notes investment or the income from that investment will be worth less in the
future. As inflation occurs, the real value of the Tortoise Notes and interest
declines. In an inflationary period, however, it is expected that, through the
Auction process, Tortoise Notes interest rates would increase, tending to offset
this risk.

         Decline in Net Asset Value Risk. A material decline in the Company's
net asset value may impair the Company's ability to maintain required levels of
asset coverage for Tortoise Notes. For a description of risks affecting the
Company, please see "--General Risks of Investing in the Company" below.


GENERAL RISKS OF INVESTING IN THE COMPANY


         Limited Operating History. The Company is a recently organized,
nondiversified, closed-end management investment company that began operations
on February 27, 2004. As of May 31, 2004, the Company had invested approximately
$244 million or 85% of its assets in energy infrastructure companies. As a
result, it is difficult to estimate whether the Company will meet its investment
objective at this time.


         Management Risk. The Adviser was formed in October 2002 and has limited
independent resources. The Adviser relies to a significant degree on the
officers, employees, and resources of Fountain Capital, KCEP and their
affiliates. Three of the five members of the investment committee are affiliates
of, but not employees of, the Adviser, and each have other significant
responsibilities with such affiliated entities. Fountain Capital, KCEP and their
affiliates conduct businesses and activities of their own in which the Adviser
has no economic interest. If these separate activities are significantly greater
than the Adviser's activities, there could be material competition for the
efforts of key personnel. Prior to


                                       28
<PAGE>

forming the Company, the Adviser had no previous experience managing a
registered investment company.

         Concentration Risk. The Company concentrates its investments in the
energy infrastructure sector, with an emphasis on securities issued by MLPs.
Certain risks inherent in the energy infrastructure business of these types of
MLPs include the following:

         o        Processing and coal MLPs may be directly affected by energy
                  commodity prices. The volatility of commodity prices can
                  indirectly affect certain other MLPs due to the impact of
                  prices on volume. Pipeline MLPs are not subject to direct
                  commodity price exposure because they do not own the
                  underlying energy commodity. While propane MLPs do own the
                  underlying energy commodity, the Adviser seeks high quality
                  MLPs that are able to mitigate or manage direct margin
                  exposure to commodity price levels. The MLP sector can be hurt
                  by market perception that MLPs performance and distributions
                  are directly tied to commodity prices.

         o        The profitability of MLPs, particularly processing and
                  pipeline MLPs, may be materially impacted by the volume of
                  natural gas or other energy commodities available for
                  transporting, processing, storing or distributing. A
                  significant decrease in the production of natural gas, oil,
                  coal or other energy commodities, due to the decline of
                  production from existing facilities, import supply disruption,
                  depressed commodity prices or otherwise, would reduce revenue
                  and operating income of MLPs and, therefore, the ability of
                  MLPs to make distributions to partners.

         o        A sustained decline in demand for crude oil, natural gas and
                  refined petroleum products could adversely affect MLP revenues
                  and cash flows. Factors that could lead to a decrease in
                  market demand include a recession or other adverse economic
                  conditions, an increase in the market price of the underlying
                  commodity, higher taxes or other regulatory actions that
                  increase costs, or a shift in consumer demand for such
                  products.

         o        A portion of any one MLP's assets may be dedicated to natural
                  gas reserves and other commodities that naturally deplete over
                  time. Often the MLPs are dependent upon exploration and
                  development activities by third parties. MLPs employ a variety
                  of means of increasing cash flow, including increasing
                  utilization of existing facilities, expanding operations
                  through new construction, expanding operations through
                  acquisitions, or securing additional long-term contracts.
                  Thus, some MLPs may be subject to construction risk,
                  acquisition risk or other risk factors arising from their
                  specific business strategies. A significant slowdown in large
                  energy companies' disposition of energy infrastructure assets
                  and other merger and acquisition activity in the energy MLP
                  industry could reduce the growth rate of cash flows received
                  by the Company from MLPs that grow through acquisitions.

         o        The profitability of MLPs could be adversely affected by
                  changes in the regulatory environment. Most MLPs' assets are
                  heavily regulated by federal and state governments in diverse
                  matters such as the way in which their assets are constructed
                  and the prices they may charge for their services. Such
                  regulation can change over time in scope and intensity. For
                  example, a particular byproduct of an MLP process may be
                  declared hazardous by a regulatory agency and unexpectedly
                  increase production costs. Moreover, many state and federal
                  environmental laws provide for civil as well as regulatory
                  remediation, thus adding to the potential exposure an MLP may
                  face.


                                       29
<PAGE>

         o        A rising interest rate environment could adversely impact the
                  performance of MLPs. Rising interest rates could limit the
                  capital appreciation of equity units of MLPs as a result of
                  the increased availability of alternative investments at
                  competitive yields with MLPs. Rising interest rates may also
                  increase an MLP's cost of capital. A higher cost of capital
                  could limit growth from acquisition/expansion projects and
                  limit MLP distribution growth rates.

         o        Since the September 11th attacks, the U.S. government has
                  issued public warnings indicating that energy assets,
                  specifically those related to pipeline infrastructure,
                  production facilities and transmission and distribution
                  facilities, might be specific targets of terrorist activity.
                  The continued threat of terrorism and related military
                  activity will likely increase volatility for prices in natural
                  gas and oil and could affect the market for products of MLPs.


         o        Holders of MLP units are subject to certain risks inherent in
                  the partnership structure of MLPs including (1) tax risks
                  (described below), (2) limited ability to elect or remove
                  management, (3) limited voting rights, except with respect to
                  extraordinary transactions, and (4) conflicts of interest of
                  the general partner including those arising from incentive
                  distribution payments.


         Industry Specific Risk. Energy infrastructure companies are also
subject to risks that are specific to the industry they serve.

                  Pipeline MLPs are subject to demand for crude oil or refined
         products in the markets served by the pipeline, sharp decreases in
         crude oil or natural gas prices that cause producers to curtail
         production or reduce capital spending for exploration activities, and
         environmental regulation. Demand for gasoline, which accounts for a
         substantial portion of refined product transportation, depends on
         price, prevailing economic conditions in the markets served, and
         demographic and seasonal factors. Pipeline MLP unit prices are
         primarily driven by distribution growth rates and prospects for
         distribution growth.

                  Processing MLPs are subject to declines in production of
         natural gas fields, which utilize the processing facilities as a way to
         market the gas, prolonged depression in the price of natural gas or
         crude oil refining, which curtails production due to lack of drilling
         activity and declines in the prices of NGL products and natural gas
         prices, resulting in lower processing margins.

                  Propane MLPs are subject to earnings variability based upon
         weather patterns in the locations where the company operates and the
         wholesale cost of propane sold to end customers. Propane MLP unit
         prices are based on safety in distribution coverage ratios, interest
         rate environment and, to a lesser extent, distribution growth.


                  Coal MLPs are subject to demand variability based on favorable
         weather conditions, strong or weak domestic economy, the level of coal
         stockpiles in the customer base, and the general level of prices of
         competing sources of fuel for electric generation. They also are
         subject to supply variability based on the geological conditions that
         reduce productivity of mining operations, regulatory permits for mining
         activities and the availability of coal that meets Clean Air Act
         standards.

         Cash Flow Risk. The Company will derive substantially all of its cash
flow from investments in equity securities of MLPs. The amount of cash that the
Company has available to distribute to holders of Tortoise Notes and
stockholders depends entirely on the ability of MLPs held by the Company to make
distributions to its partners and the tax character of those distributions. The
Company has no control over the actions of underlying MLPs. The amount of cash
that each individual MLP can distribute to its partners will depend on the
amount of cash it generates from operations, which will vary from quarter to

                                       30
<PAGE>

quarter depending on factors affecting the energy infrastructure market
generally and on factors affecting the particular business lines of the MLP.
Available cash will also depend on the MLP's level of operating costs (including
incentive distributions to the general partner), level of capital expenditures,
debt service requirements, acquisition costs (if any), fluctuations in working
capital needs and other factors.


         Equity Securities Risk. MLP common units and other equity securities
can be affected by macro economic and other factors affecting the stock market
in general, expectations of interest rates, investor sentiment towards MLPs or
the energy sector, changes in a particular issuer's financial condition, or
unfavorable or unanticipated poor performance of a particular issuer (in the
case of MLPs, generally measured in terms of distributable cash flow). Prices of
common units of individual MLPs and other equity securities can also be affected
by fundamentals unique to the partnership or company, including earnings power
and coverage ratios.

         Investing in securities of smaller companies may involve greater risk
than is associated with investing in more established companies. Smaller
capitalization companies may have limited product lines, markets or financial
resources; may lack management depth or experience; and may be more vulnerable
to adverse general market or economic developments than larger more established
companies.

         Because convertible subordinated units generally convert to common
units on a one-to-one ratio, the price that the Company can be expected to pay
upon purchase or to realize upon resale is generally tied to the common unit
price less a discount. The size of the discount varies depending on a variety of
factors including the likelihood of conversion, and the length of time remaining
to conversion, and the size of the block purchased.

         The price of I-Shares and their volatility tend to be correlated to the
price of common units, although the price correlation is not precise.

         Nondiversification Risk. The Company is a nondiversified, closed-end
management investment company under the 1940 Act and will not be treated as a
regulated investment company under the Internal Revenue Code. Accordingly, there
are no regulatory limits under the 1940 Act or the Internal Revenue Code on the
number or size of securities held by the Company. There currently are only
fifty-five companies presently organized as MLPs and only a limited amount of
those companies operate energy infrastructure assets. The Company intends to
select MLP investments from this small pool of issuers. The Company may invest
in non-MLP securities issued by energy infrastructure companies to a lesser
degree, consistent with its investment objective and policies.

         Tax Risk. The ability of the Company to meet its investment objective
depends on the level of taxable income and distributions of the MLPs in which it
invests, and the character of these distributions. Future changes in tax laws or
regulations, or related interpretations of such laws and regulations, could
adversely affect the Company or MLPs, which could negatively impact holders of
Tortoise Notes and interest payments they receive from the Company.


         Historically, MLPs generally have made cash flow payments that have
significantly exceeded taxable income due, in part, to their ability to offset
income with tax deductions. This aspect of MLPs, and the Company's anticipated
issuance of Tortoise Notes (whose interest is tax deductible to the Company),
will likely reduce the Company's current income taxes and, concomitantly,
increase the Company's cash distributions to its common stockholders. The
Company will accrue deferred income taxes for the anticipated potential future
income tax liability attributable to the different treatment of MLP cash flow
distributions for book versus tax purposes. In addition, the Company will accrue
deferred income taxes with respect to any appreciation of interests in MLPs or
other investments. If the amount of MLP income tax deductions that may be
claimed by the Company is smaller than anticipated or the Company turns over its
portfolio more rapidly than anticipated, the Company will incur greater current


                                       31
<PAGE>

income taxes. This may reduce the amount of assets available to the Company for
investment and possibly impact the Company's ability to make interest payments.

         Leverage Risk. The issuance of Tortoise Notes, MMP Shares, or engaging
in other Borrowings or other transactions involving Company indebtedness (other
than for temporary or emergency purposes) and any other preferred stock issued
by the Company all would be considered "senior securities" for purposes of the
1940 Act and would constitute leverage. If the return on securities acquired
with borrowed funds or other leverage proceeds does not exceed the cost of the
leverage, the use of leverage could cause the Company to lose money. Successful
use of leverage depends on the Adviser's ability to predict or hedge correctly
interest rates and market movements, and there is no assurance that the use of a
leveraging strategy will be successful during any period in which it is used.

         The Company intends to use financial leverage in an amount currently
anticipated to represent approximately 33% of its total assets. In addition to
the issuance of Tortoise Notes, which the Company currently expects to represent
approximately 25% of its total assets, the Company intends to make further use
of financial leverage through the issuance of MMP Shares in an amount currently
anticipated to represent approximately 8% of the Company's total assets. The
Company also may leverage through Borrowings, including the issuance of
commercial paper or additional notes. In addition, the Company may also borrow
funds in an amount up to 5% of its total assets for temporary purposes only. In
the event of a default under any secured Borrowings, the lenders may have the
right to cause a liquidation of the collateral (i.e., sell portfolio securities)
and if any such default is not cured, the lenders may be able to control the
liquidation as well.

         Upon issuance of the Tortoise Notes, which constitute senior securities
representing indebtedness, under the requirements of the 1940 Act, the value of
the Company's total assets, less all liabilities and indebtedness of the Company
not represented by senior securities, must be at least equal to 300% of the
aggregate value of the Tortoise Notes and any other senior securities
representing indebtedness.

         In order to maintain the ratings of "Aaa" and "AAA" of the Tortoise
Notes by Moody's and Fitch, respectively, the Rating Agencies impose asset
coverage and portfolio composition requirements in addition to and more
stringent than those required by the 1940 Act in connection with the issuance of
such a rating. See "Rating Agency Guidelines." In addition, the Rating Agencies
impose restrictions on certain investment practices in which the Company may
otherwise engage. If the Company seeks an investment grade rating from one or
more nationally recognized statistical rating organizations for any preferred
stock (which the Company expects to do if it issues any such preferred stock),
additional asset coverage and portfolio composition requirements may be imposed
by such rating organizations.

         The Company reserves the right at any time, if it believes that market
conditions are appropriate, to increase its level of debt to maintain or
increase the Company's current level of leverage to the extent permitted by the
1940 Act, Rating Agency Guidelines and existing agreements between the Company
and third parties.

         Because the fee paid to the Adviser will be calculated on the basis of
Managed Assets, the fee will be higher when leverage is utilized, giving the
Adviser an incentive to utilize leverage.


         Hedging Risk. The Company may use interest rate transactions for
hedging purposes only, in an attempt to reduce the interest rate risk arising
from the Company's leveraged capital structure. Interest rate transactions that
the Company may use for hedging purposes will expose the Company to certain
risks that differ from the risks associated with its portfolio holdings. There
are economic costs of hedging reflected in the price of interest rate swaps,
floors, caps and similar techniques, the costs of which can be significant,
particularly when long-term interest rates are substantially above short-term
rates. In addition, the Company's success in using hedging instruments is
subject to the Adviser's ability to predict


                                       32
<PAGE>

correctly changes in the relationships of such hedging instruments to the
Company's leverage risk, and there can be no assurance that the Adviser's
judgment in this respect will be accurate. Consequently, the use of hedging
transactions might result in a poorer overall performance for the Company,
whether or not adjusted for risk, than if the Company had not engaged in such
transactions.


         Depending on the state of interest rates in general, the Company's use
of interest rate transactions could enhance or decrease the cash available for
distribution to common stockholders and/or the net assets available for coverage
of Tortoise Notes. To the extent there is a decline in interest rates, the value
of interest rate swaps or caps could decline, and could result in a decline in
net assets available for coverage of the Tortoise Notes. In addition, if the
counterparty to an interest rate swap or cap defaults, the Company would not be
able to use the anticipated net receipts under the interest rate swap or cap to
offset the Company's cost of financial leverage.

         Restricted Security Risk. The Company may invest up to 30% of its total
assets in restricted securities, primarily through direct placements of MLP
securities. Restricted securities obtained by means of direct placements are
often less liquid than securities traded in the open market because of statutory
and contractual restrictions on resale. Such securities are, therefore, unlike
securities that are traded in the open market, which can be expected to be sold
immediately if the market is adequate. As discussed further below, this lack of
liquidity creates special risks for the Company. However, the Company could sell
such securities in privately negotiated transactions with a limited number of
purchasers or in public offerings under the Securities Act of 1933, as amended
(the "1933 Act"). MLP convertible subordinated units also convert to publicly
traded common units upon the passage of time and/or satisfaction of certain
financial tests.


         Restricted securities are subject to statutory and contractual
restrictions on their public resale, which may make it more difficult to value
them, may limit the Company's ability to dispose of them and may lower the
amount the Company could realize upon their sale. To enable the Company to sell
its holdings of a restricted security not registered under the 1933 Act, the
Company may have to cause those securities to be registered. The expenses of
registering restricted securities may be negotiated by the Company with the
issuer at the time the Company buys the securities. When the Company must
arrange registration because the Company wishes to sell the security, a
considerable period may elapse between the time the decision is made to sell the
security and the time the security is registered so that the Company could sell
it. The Company would bear the risks of any downward price fluctuation during
that period.


         Liquidity Risk. Although common units of MLPs trade on the NYSE, AMEX,
and the Nasdaq National Market, certain MLP securities may trade less frequently
than those of larger companies due to their smaller capitalizations. In the
event certain MLP securities experience limited trading volumes, the prices of
such MLPs may display abrupt or erratic movements at times. Additionally, it may
be more difficult for the Company to buy and sell significant amounts of such
securities without an unfavorable impact on prevailing market prices. As a
result, these securities may be difficult to dispose of at a fair price at the
times when the Company believes it is desirable to do so. These securities also
are more difficult to value, and the Adviser's judgment as to value will often
be given greater weight than market quotations, if any exist. Investment in
securities that are less actively traded or over time experience decreased
trading volume may restrict the Company's ability to take advantage of other
market opportunities or to dispose of securities in order to make required
payments of interest on the Tortoise Notes or to redeem such notes.

         Valuation Risk. Market prices generally will not be available for MLP
convertible subordinated units, or securities of private companies, and the
value of such investments ordinarily will be determined based on fair valuations
determined by the Adviser pursuant to procedures adopted by the Board of


                                       33
<PAGE>

Directors. Similarly, common units acquired through direct placements will be
valued based on fair value determinations if they are subject to legal and
contractual restrictions on resale; however, the Adviser expects that such
values will be based on a discount from publicly available market prices.
Restrictions on resale or the absence of a liquid secondary market may affect
adversely the ability of the Company to determine its net asset value. The sale
price of securities that are not readily marketable may be lower or higher than
the Company's most recent determination of their fair value. Additionally, the
value of these securities typically requires more reliance on the judgment of
the Adviser than that required for securities for which there is an active
trading market. Due to the difficulty in valuing these securities and the
absence of an active trading market for these investments, the Company may not
be able to realize these securities' true value, or may have to delay their sale
in order to do so. This may affect adversely the Company's ability to make
required payments of interest on the Tortoise Notes or redemption payments on
such notes.


         Interest Rate Risk. Generally, when market interest rates rise, the
values of debt securities decline, and vice versa. The Company's investment in
such securities means that the net asset value and market price of the common
shares will tend to decline if market interest rates rise. During periods of
declining interest rates, the issuer of a security may exercise its option to
prepay principal earlier than scheduled, forcing the Company to reinvest in
lower yielding securities. This is known as call or prepayment risk. Lower grade
securities frequently have call features that allow the issuer to repurchase the
security prior to its stated maturity. An issuer may redeem a lower grade
obligation if the issuer can refinance the debt at a lower cost due to declining
interest rates or an improvement in the credit standing of the issuer.

         Below Investment Grade Securities Risk. Investing in lower grade debt
instruments involves additional risks than investment grade securities. Adverse
changes in economic conditions are more likely to lead to a weakened capacity of
a below investment grade issuer to make principal payments and interest payments
than an investment grade issuer. An economic downturn could adversely affect the
ability of highly leveraged issuers to service their obligations or to repay
their obligations upon maturity. Similarly, downturns in profitability in the
energy infrastructure industry could adversely affect the ability of below
investment grade issuers in that industry to meet their obligations. The market
values of lower quality securities tend to reflect individual developments of
the issuer to a greater extent than do higher quality securities, which react
primarily to fluctuations in the general level of interest rates.


         The secondary market for below investment grade securities may not be
as liquid as the secondary market for more highly rated securities. There are
fewer dealers in the market for below investment grade securities than
investment grade obligations. The prices quoted by different dealers may vary
significantly, and the spread between the bid and asked price is generally much
larger than for higher quality instruments. Under adverse market or economic
conditions, the secondary market for below investment grade securities could
contract further, independent of any specific adverse change in the condition of
a particular issuer, and these instruments may become illiquid. As a result, the
Company could find it more difficult to sell these securities or may be able to
sell the securities only at prices lower than if such securities were widely
traded. This may affect adversely the Company's ability to make required
payments of interest on the Tortoise Notes or redemption payments on such notes.
Prices realized upon the sale of such lower-rated or unrated securities, under
these circumstances, may be less than the prices used in calculating the
Company's net asset value.


         Because investors generally perceive that there are greater risks
associated with lower quality securities of the type in which the Company may
invest a portion of its assets, the yields and prices of such securities may
tend to fluctuate more than those for higher rated securities. In the lower
quality segments of the debt securities market, changes in perceptions of
issuers' creditworthiness tend to occur


                                       34
<PAGE>

more frequently and in a more pronounced manner than do changes in higher
quality segments of the debt securities market, resulting in greater yield and
price volatility.

         Factors having an adverse impact on the market value of below
investment grade securities may have an adverse effect on the Company's net
asset value and the market value of its common shares. In addition, the Company
may incur additional expenses to the extent it is required to seek recovery upon
a default in payment of principal or interest on its portfolio holdings. In
certain circumstances, the Company may be required to foreclose on an issuer's
assets and take possession of its property or operations. In such circumstances,
the Company would incur additional costs in disposing of such assets and
potential liabilities from operating any business acquired.

         Counterparty Risk. The Company may be subject to credit risk with
respect to the counterparties to certain derivative agreements entered into by
the Company. If a counterparty becomes bankrupt or otherwise fails to perform
its obligations under a derivative contract due to financial difficulties, the
Company may experience significant delays in obtaining any recovery under the
derivative contract in a bankruptcy or other reorganization proceeding. The
Company may obtain only a limited recovery or may obtain no recovery in such
circumstances.

         Effects of Terrorism. The U.S. securities markets are subject to
disruption as a result of terrorist activities, such as the terrorist attacks on
the World Trade Center on September 11, 2001; war, such as the war in Iraq and
its aftermath; and other geopolitical events. Such events have led, and in the
future may lead, to short-term market volatility and may have long-term effects
on the U.S. economy and markets.


                           MANAGEMENT OF THE COMPANY

DIRECTORS AND OFFICERS

         The business and affairs of the Company are managed under the direction
of the Board of Directors. Accordingly, the Company's Board of Directors
provides broad supervision over the affairs of the Company, including
supervision of the duties performed by the Adviser. The officers of the Company
are responsible for the Company's day-to-day operations. The names and business
addresses of the directors and officers of the Company, together with their
principal occupations and other affiliations during the past five years, are set
forth in the Statement of Additional Information. The Board of Directors of the
Company consists of a majority of directors who are not interested persons (as
defined in the 1940 Act) of the Adviser or its affiliates.

INVESTMENT ADVISER


         Pursuant to an Advisory Agreement, the Adviser provides the Company
with investment research and advice and furnishes the Company with an investment
program consistent with the Company's investment objective and policies, subject
to the supervision of the Board. The Adviser determines which portfolio
securities will be purchased or sold, arranges for the placing of orders for the
purchase or sale of portfolio securities, selects brokers or dealers to place
those orders, maintains books and records with respect to the Company's
securities transactions and reports to the Board on the Company's investments
and performance.

         The Adviser is located at 10801 Mastin Boulevard, Suite 222, Overland
Park, Kansas 66210. The Adviser specializes in managing portfolios of MLPs and
other energy infrastructure companies. The Adviser was formed in October 2002 to
provide portfolio management services to institutional and high net worth
investors seeking professional management of their MLP investments. The Adviser
is controlled equally by Fountain Capital Management, L.L.C. ("Fountain
Capital") and Kansas City Equity


                                       35
<PAGE>

Partners LC ("KCEP"). As of May 31, 2004, the Adviser had approximately $370
million of client assets under management. Affiliates of the Adviser have an
additional $285 million of energy infrastructure investment assets under
management. The Adviser's investment committee is comprised of five seasoned
portfolio managers led by David J. Schulte, CFA. As an investment banker and as
a managing director of KCEP, Mr. Schulte has fourteen years of experience in
advising growth companies with respect to acquisition and capital market
financings. While at KCEP and the Adviser he has overseen the investment in
privately placed common units and convertible subordinated units issued by
propane and natural gas processing MLPs.

         Fountain Capital was formed in 1990 and is focused primarily on
providing investment advisory services to institutional investors with respect
to below investment grade debt. Fountain Capital had $2.3 billion of client
assets under management as of May 31, 2004. Atlantic Asset Management LLC
("Atlantic") is a minority owner, and an affiliate, of Fountain Capital.
Atlantic was formed in 1992 and provides, directly or through affiliates, a
variety of fixed-income investment advisory services including investment grade
bond and high-yield bond strategies, investment grade collateralized debt
obligations and mortgage hedge funds. Including Fountain Capital, the Atlantic
group had approximately $9.6 billion in assets under management as of May 31,
2004. KCEP was formed in 1993 and is focused solely on managing two private
equity funds, which have had combined committed capital of $110 million. KCEP
focuses on private equity investments in the consumer, telecom/media and natural
resource distribution and services industries.

         The Adviser has limited independent resources. Accordingly, the Adviser
has relied to a significant degree on the officers, employees, and resources of
certain affiliated entities. Three of the five members of the investment
committee of the Adviser are affiliates of, but not employees of, the Adviser.
Each member of the investment committee has other significant responsibilities
with such affiliated entities. The affiliated entities conduct businesses and
activities of their own in which the Adviser has no economic interest. If these
separate activities are significantly greater than the Adviser's activities,
there could be material competition for the efforts of key personnel. Prior to
forming the Company, the Adviser had no prior experience managing a registered
investment company.


         The investment management of the Company's portfolio is the
responsibility of a team of portfolio managers consisting of David J. Schulte,
H. Kevin Birzer, Zachary A. Hamel, Kenneth P. Malvey, and Terry C. Matlack.


                  David J. Schulte. Mr. Schulte is a Managing Director of KCEP
         and a Manager of the Adviser. Mr. Schulte focuses on acquisition
         financings primarily for natural resource distribution and service
         companies. Prior to joining KCEP in 1993, Mr. Schulte had over five
         years of experience completing acquisition and public equity financings
         as an investment banker at the predecessor of Oppenheimer & Co, Inc.
         From 1986 to 1989, he was a securities law attorney. He serves on the
         Board of Directors of Inergy, L.P. Mr. Schulte holds a Bachelor of
         Science degree in Business Administration from Drake University and a
         Juris Doctorate degree from the University of Iowa. He earned his CFA
         designation in 1992, and is a member of the Financial Accounting Policy
         Committee of the CFA Institute.

                  H. Kevin Birzer. Mr. Birzer is a Partner/Senior Analyst with
         Fountain Capital and a Manager of the Adviser. Mr. Birzer, who has 20
         years of investment experience including 16 in high-yield securities,
         began his career with Peat Marwick. His subsequent experience includes
         three years working as a Vice President for F. Martin Koenig & Co.,
         focusing on equity and option investments, and three years at Drexel
         Burnham Lambert, where he was a Vice President in the Corporate Finance
         Department. Mr. Birzer graduated magna cum laude with a Bachelor of
         Business Administration degree from the University of Notre Dame and
         holds a Master of



                                       36
<PAGE>

         Business Administration degree from New York University. He earned his
         CFA designation in 1988.

                  Zachary A. Hamel. Mr. Hamel is a Partner/Senior Analyst with
         Fountain Capital and a Manager of the Adviser. Mr. Hamel joined
         Fountain in 1997. He covers energy, chemicals and utilities. Prior to
         joining Fountain, Mr. Hamel worked for the Federal Deposit Insurance
         Corporation for eight years as a Bank Examiner and a Regional Capital
         Markets Specialist. Mr. Hamel graduated from Kansas State University
         with a Bachelor of Science in Business Administration. He also attained
         a Master in Business Administration from the University of Kansas
         School of Business. He earned his CFA designation in 1998.


                  Kenneth P. Malvey. Mr. Malvey joined Fountain Capital as an
         Investment Analyst in June of 2002 and is a Manager of the Adviser.
         Prior to joining Fountain Capital, Mr. Malvey was one of three members
         of the Global Office of Investments for GE Capital's Employers
         Reinsurance Corporation. Most recently he was the Global Investment
         Risk Manager for a portfolio of approximately $24 billion of
         fixed-income, public equity and alternative investment assets. Prior to
         joining GE in 1996, Mr. Malvey was a Bank Examiner and Regional Capital
         Markets Specialist with the FDIC for nine years. Mr. Malvey graduated
         magna cum laude with a Bachelor of Science degree in Finance from
         Winona State University, Winona, Minnesota. He received his CFA
         designation in 1996.

                  Terry C. Matlack. Mr. Matlack is a Managing Director of KCEP
         and Manager of the Adviser. Prior to joining KCEP in 2001, Mr. Matlack
         was President of GreenStreet Capital and its affiliates in the
         telecommunications service industry. Prior to 1995, he was Executive
         Vice President and a member of the Board of Directors of W. K.
         Communications, Inc., a cable television acquisition company, and Chief
         Operating Officer of W. K. Cellular, a cellular rural service area
         operator. He also has served as a specialist in corporate finance with
         George K. Baum & Company, and as Executive Vice President of Corporate
         Finance at B.C. Christopher Securities Company. Mr. Matlack graduated
         with a Bachelor of Science in Business Administration from Kansas State
         University and holds a Masters of Business Administration and a Juris
         Doctorate from the University of Kansas. He earned his CFA designation
         in 1985.


COMPENSATION AND EXPENSES


         Under the Advisory Agreement, the Company pays to the Adviser
quarterly, as compensation for the services rendered by it, a fee equal on an
annual basis to 0.95% of the Company's average monthly Managed Assets. Managed
Assets means the total assets of the Company (including any assets attributable
to leverage that may be outstanding) minus accrued liabilities other than (1)
deferred taxes, (2) debt entered into for the purpose of leverage and (3) the
aggregate liquidation preference of any outstanding preferred stock. Because the
fee paid to the Adviser is determined on the basis of the Company's Managed
Assets, the Adviser's interest in determining whether to leverage the Company
may conflict with the interests of the Company. The Company's average monthly
Managed Assets are determined for the purpose of calculating the management fee
by taking the average of the monthly determinations of Managed Assets during a
given calendar quarter. The fees are payable for each calendar quarter within
five days after the end of that quarter. The Adviser has contractually agreed to
waive or reimburse the Company for fees and expenses, including the investment
advisory fee and other expenses in the amount of 0.23% of average monthly
Managed Assets for the first two years of the Company's operations and 0.10% of
average monthly Managed Assets in years three through five.

The Company bears all expenses not specifically assumed by the Adviser incurred
in the Company's operations and will bear the expenses of the offering of its
Tortoise Notes. Expenses borne by the Company include, but are not limited to,
the following: (1) expenses of maintaining the Company


                                       37
<PAGE>

and continuing its existence, (2) registration of the Company under the 1940
Act, (3) commissions, spreads, fees and other expenses connected with the
acquisition, holding and disposition of securities and other investments,
including placement and similar fees in connection with direct placements
entered into on behalf of the Company, (4) auditing, accounting and legal
expenses, (5) taxes and interest, (6) governmental fees, (7) expenses of listing
shares of the Company with a stock exchange, and expenses of the issue, sale,
repurchase and redemption (if any) of interests in the Company, including
expenses of conducting tender offers for the purpose of repurchasing Company
interests, (8) expenses of registering and qualifying the Company and its shares
under federal and state securities laws and of preparing and filing registration
statements and amendments for such purposes, (9) expenses of reports and notices
to stockholders and of meetings of stockholders and proxy solicitations
therefor, (10) expenses of reports to governmental officers and commissions,
(11) insurance expenses, (12) association membership dues, (13) fees, expenses
and disbursements of custodians and subcustodians for all services to the
Company (including without limitation safekeeping of funds, securities and other
investments, keeping of books, accounts and records, and determination of net
asset values), (14) fees, expenses and disbursements of transfer agents,
dividend paying agents, stockholder servicing agents and registrars for all
services to the Company, (15) compensation and expenses of directors of the
Company who are not members of the Adviser's organization, (16) pricing and
valuation services employed by the Company, (17) all expenses incurred in
connection with leveraging of the Company's assets through a line of credit, or
issuing and maintaining preferred shares, (18) all expenses incurred in
connection with the organization of the Company and the initial public offering
of Company shares, and (19) such non-recurring items as may arise, including
expenses incurred in connection with litigation, proceedings and claims and the
obligation of the Company to indemnify its directors, officers and stockholders
with respect thereto.


                            RATING AGENCY GUIDELINES


         The Ratings Agencies impose asset coverage requirements, which may
limit the Company's ability to engage in certain types of transactions and may
limit the Company's ability to take certain actions without confirming that such
action will not impair the ratings.

         The Company may, but is not required to, adopt any modifications to the
guidelines that may hereafter be established by any Rating Agency. Failure to
adopt any modifications, however, may result in a change in the ratings
described above or a withdrawal of ratings altogether. In addition, any Rating
Agency may, at any time, change or withdraw any rating. The Board may, without
stockholder approval, amend, alter or repeal certain of the definitions and
related provisions which have been adopted by the Company pursuant to the Rating
Agency Guidelines only in the event the Company receives written confirmation
from the Rating Agency or Agencies that any amendment, alteration or repeal
would not impair the ratings then assigned to the Tortoise Notes.


         Tortoise Notes Basic Maintenance Amount. The Company must maintain, as
of each Valuation Date on which any Tortoise Notes are outstanding, Eligible
Assets having an aggregate Discounted Value at least equal to the Tortoise Notes
Basic Maintenance Amount, which is calculated separately for each Rating Agency
that is then rating the Tortoise Notes and so requires. If the Company fails to
maintain Eligible Assets having an aggregated Discounted Value at least equal to
the Tortoise Notes Basic Maintenance Amount as of any Valuation Date and such
failure is not cured on or before the related Asset Coverage Cure Date, the
Company will be required in certain circumstances to redeem certain of the
Tortoise Notes. See "--Redemption--Mandatory Redemption."

         The Tortoise Notes Basic Maintenance Amount as of any Valuation Date is
currently defined in the Rating Agency Guidelines as the dollar amount equal to:


                                       38
<PAGE>


                  (1) the sum of


                           (A) the product resulting from multiplying the number
                  of outstanding Tortoise Notes of each series on such date by
                  $25,000 plus any redemption premium;

                           (B) the aggregate amount of accrued interest at the
                  Applicable Rate to and including the first Interest Payment
                  Date that follows such Valuation Date (or to the 30th day
                  after such Valuation Date, if such 30th day occurs before the
                  first following Interest Payment Date);

                           (C) the amount of anticipated Company non-interest
                  expenses for the 90 days subsequent to such Valuation Date;

                           (D) the amount of the current outstanding balances of
                  any indebtedness senior to the Tortoise Notes plus interest
                  actually accrued together with 30 days' additional interest on
                  the current outstanding balances calculated at the current
                  rate; and

                           (E) any current liabilities, payable during the 30
                  days subsequent to such Valuation Date, including, without
                  limitation, indebtedness due within one year and any
                  redemption premium due with respect to Tortoise Notes for
                  which a Notice of Redemption has been given, as of such
                  Valuation Date, to the extent not reflected in any of (i)(A)
                  through (i)(D); less


                  (2) any cash plus the value of any of the Company's assets
         irrevocably deposited by the Company for the payment of any (1)(B)
         through (1)(E) ("value," for purposes of this clause (2), means the
         Discounted Value of the security, except that if the security matures
         prior to the relevant redemption payment date and is either fully
         guaranteed by the U.S. Government or is rated at least P-1 by Moody's,
         it will be valued at its face value).


Each Rating Agency may amend the definition of Tortoise Notes Basic Maintenance
Amount from time to time.


         The Market Value of the Company's portfolio securities (used in
calculating the Discounted Value of Eligible Assets) is calculated using readily
available market quotations when appropriate, and in any event, consistent with
the Company's Valuation Procedures. For the purpose of calculating the Tortoise
Notes Basic Maintenance Amount, portfolio securities are valued in the same
manner as the Company calculates its net asset value. See "Net Asset Value" in
the Statement of Additional Information.

         Each Rating Agency's Discount Factors, the criteria used to determine
whether the assets held in the Company's portfolio are Eligible Assets, and the
guidelines for determining the Discounted Value of the Company's portfolio
holdings for purposes of determining compliance with the Tortoise Notes Basic
Maintenance Amount are based on Rating Agency Guidelines established in
connection with assigning a rating to the Tortoise Notes. The Discount Factor
relating to any asset of the Company, the Tortoise Notes Basic Maintenance
Amount, the assets eligible for inclusion in the calculation of the Discounted
Value of the Company's portfolio and certain definitions and methods of
calculation relating thereto may be changed from time to time by the applicable
Rating Agency, without the approval of the Company, Board of Directors or
stockholders.

         A Rating Agency's Guidelines will apply to Tortoise Notes only so long
as such Rating Agency is rating such Tortoise Notes. The Company will pay
certain fees to Moody's and Fitch and any Other Rating Agency that may provide
a rating for the Tortoise Notes. The ratings assigned to Tortoise Notes


                                       39
<PAGE>

are not recommendations to buy, sell or hold Tortoise Notes. Such ratings may be
subject to revision or withdrawal by the assigning Rating Agency at any time.

         1940 Act Tortoise Notes Asset Coverage. The Company also is required to
maintain, with respect to Tortoise Notes, as of the last Business Day on any
month in which any Tortoise Notes are outstanding, asset coverage of at least
300% (or such other percentage as may in the future be specified in or under the
1940 Act as the minimum asset coverage for senior securities representing
indebtedness of a closed-end investment company as a condition of declaring
dividends on its common shares) ("1940 Act Tortoise Notes Asset Coverage"). If
the Company fails to maintain the 1940 Act Tortoise Notes Asset Coverage as of
the last Business Day of any month and such failure is not cured as of the last
business day of the following month (the "Asset Coverage Cure Date"), the
Company will be required to redeem certain Tortoise Notes. See
"--Redemption--Mandatory Redemption."

         The Company estimates that based on the composition of its portfolio as
of May 31, 2004, assuming the issuance of all Tortoise Notes offered hereby and
giving effect to the deduction of underwriting discounts and sales commissions
and estimated offering costs related thereto estimated at $1,435,500, the 1940
Act Tortoise Notes Asset Coverage would be:


  Value of Company assets less all liabilities and
  indebtedness not represented by senior securities    $394,866,320
- ---------------------------------------------------- = ------------  =  359%
    Senior securities representing indebtedness,       $110,000,000
     including the aggregate principal amount
                  of Tortoise Notes


         The subsequent issuance of preferred stock, such as the MMP Shares,
would have the effect of increasing the percentage of the 1940 Act Tortoise
Notes Asset Coverage.


         Notices. Under the current Rating Agency Guidelines, after the Original
Issue Date and in certain other circumstances, the Company is required to
deliver to any Rating Agency which is then rating the Tortoise Notes (i) a
certificate with respect to the calculation of the Tortoise Notes Basic
Maintenance Amount; (ii) a certificate with respect to the calculation of the
1940 Act Tortoise Notes Asset Coverage and the value of the portfolio holdings
of the Company; and (iii) a letter prepared by the Company's independent
accountants regarding the accuracy of such calculations.


         Notwithstanding anything herein to the contrary, the Rating Agency
Guidelines, as they may be amended from time to time by each Rating Agency, will
be reflected in a written document and may be amended by each Rating Agency
without the vote, consent or approval of the Company, the Board of Directors and
any holder of Tortoise Notes, or any stockholder of the Company.

         A copy of the current Rating Agency Guidelines will be provided to any
holder of Tortoise Notes promptly upon written request by such holder to the
Company at 10801 Mastin Boulevard, Suite 222, Overland Park, Kansas 66210.


                         DESCRIPTION OF TORTOISE NOTES


         The Tortoise Notes will be issued by the Company pursuant to the terms
of an Indenture dated as of July ___, 2004, and a Supplemental Indenture dated
as of July ___, 2004 (referred to herein collectively as the "Indenture")
between the Company and BNY Midwest Trust Company, N.A., as Trustee (the
"Trustee"). The following summaries of certain significant provisions of the
Indenture are not complete and are qualified in their entirety by the provisions
of the Indenture, a more detailed summary of which is contained in Appendix A to
the Statement of Additional Information, which is on file with the Commission
and is incorporated herein by reference. Whenever defined terms are used, but



                                       40
<PAGE>

not defined in this Prospectus, the terms have the meaning given to them in
Appendix A to the Statement of Additional Information.

GENERAL


         The Board of Directors has authorized the Company to issue notes
representing indebtedness pursuant to the terms of the Indenture. Currently, the
Indenture provides for the issuance of up to $60,000,000 and $50,000,000
aggregate principal amount of Tortoise Notes Series A and Series B,
respectively. The principal amount of the Tortoise Notes of each series are due
and payable on __________, 2044. The Tortoise Notes, when issued and sold
pursuant to the terms of the Indenture, will be issued in fully registered form
without coupons and in denominations of $25,000 and any integral multiple
thereof, unless otherwise provided in the Indenture. The Tortoise Notes will be
unsecured obligations of the Company and, upon liquidation, dissolution or
winding up of the Company, will rank: (1) senior to the Company's outstanding
common stock and any preferred stock, including the MMP Shares; (2) on a parity
with any unsecured creditors of the Company and any additional Tortoise Notes;
and (3) junior to any secured creditors of the Company. The Tortoise Notes will
be subject to optional and mandatory redemption as described below under
"--Redemption," and acceleration of maturity, as described below under "--Events
of Default and Acceleration of Maturity; Remedies."

         While serving as the Auction Agent in connection with the Auction
Procedures described below, the Auction Agent generally will serve merely as the
agent of the Company, acting in accordance with the Company's instructions.


         The Company has the right (to the extent permitted by applicable law)
to purchase or otherwise acquire any Tortoise Notes, so long as the Company is
current in the payment of interest on the Tortoise Notes and on any other notes
of the Company ranking on a parity with the Tortoise Notes with respect to the
payment of interest.

         The Tortoise Notes have no voting rights, except to the extent required
by law or as otherwise provided in the Indenture relating to the acceleration of
maturity upon the occurrence and continuance of an event of default.

SECURITIES DEPOSITORY


         The nominee of the Securities Depository is expected to be the sole
Holder of record of the Tortoise Notes. Accordingly, each purchaser of Tortoise
Notes must rely on (1) the procedures of the Securities Depository and, if such
purchaser is not a member of the Securities Depository, such purchaser's Agent
Member, to receive interest payments and notices and (2) the records of the
Securities Depository and, if such purchaser is not a member of the Securities
Depository, such purchaser's Agent Member, to evidence its ownership of the
Tortoise Notes.

         Purchasers of Tortoise Notes will not receive certificates representing
their ownership interest in such securities. DTC initially will act as
Securities Depository for the Agent Members with respect to the Tortoise Notes.


INTEREST AND RATE PERIODS


         General. Each series of Tortoise Notes will bear interest at the
Applicable Rate determined as set forth below under "--Determination of Interest
Rate." Interest on the Tortoise Notes shall be payable when due as described
below. If the Company does not pay interest when due, it will trigger an event
of default under the Indenture (subject to the cure provisions), and the Company
will be restricted from


                                       41
<PAGE>


declaring dividends and making other distributions with respect to its common
stock and any preferred stock.


         On the Business Day next preceding each Interest Payment Date, the
Company is required to deposit with the Paying Agent sufficient funds for the
payment of interest. The Company does not intend to establish any reserves for
the payment of interest.


         All moneys paid to the Paying Agent for the payment of interest shall
be held in trust for the payment of such interest to the Holder. Interest will
be paid by the Paying Agent to the Holders as their names appear on the
securities ledger or securities records of the Company, which Holder is expected
to be the nominee of the Securities Depository. The Securities Depository will
credit the accounts of the Agent Members of the Beneficial Owners in accordance
with the Securities Depository's normal procedures. The Securities Depository's
current procedures provide for it to distribute interest in same-day funds to
Agent Members who are, in turn, expected to distribute such interest to the
persons for whom they are acting as agents. The Agent Member of a Beneficial
Owner will be responsible for holding or disbursing such payments on the
applicable Interest Payment Date to such Beneficial Owner in accordance with the
instructions of such Beneficial Owner.

         Interest in arrears for any past Rate Period may be subject to a
Default Rate of interest (described below) and may be paid at any time, without
reference to any regular Interest Payment Date, to the Holder as name appear on
the securities ledger or securities records of the Company on such date, not
exceeding fifteen (15) days preceding the payment date thereof, as may be fixed
by the Board of Directors. Any interest payment shall first be credited against
the earliest accrued but unpaid interest. No interest will be payable in respect
of any payment or payments which may be in arrears. See "--Default Period"
below.

         The amount of interest payable on each Interest Payment Date (or in
respect of interest on another date in connection with a redemption during such
Rate Period) shall be computed by multiplying the Applicable Rate (or the
Default Rate) for such Rate Period (or a portion thereof) by a fraction, the
numerator of which will be the number of days in such Rate Period (or portion
thereof) that such Tortoise Notes were outstanding and for which the Applicable
Rate or the Default Rate was applicable and the denominator of which will be
360, multiplying the amount so obtained by $25,000, and rounding the amount so
obtained to the nearest cent.

         Determination of Interest Rate. The interest rate for the initial Rate
Period (i.e., the period from and including the Original Issue Date to and
including the initial Auction Date) and the initial Auction Date are set forth
on the cover page of the Prospectus. After the initial Rate Period, subject to
certain exceptions, the Tortoise Notes will bear interest at the Applicable Rate
that the Auction Agent advises the Company has resulted from an Auction.

         The initial Rate Period for the Tortoise Notes shall be ___ days for
Tortoise Notes Series A and ___ days for Series B. Rate Periods after the
initial Rate Period shall either be Standard Rate Periods or, subject to certain
conditions and with notice to Holders, Special Rate Periods.

         A Special Rate Period will not be effective unless, among other things,
Sufficient Clearing Bids exist at the Auction in respect of such Special Rate
Period (that is, in general, the aggregate amount of Tortoise Notes subject to
Buy Orders by Potential Holders is at least equal to the aggregate amount of
Tortoise Notes subject to Sell Orders by Existing Holders).


         Interest will accrue at the Applicable Rate from the Original Issue
Date and shall be payable on each Interest Payment Date thereafter. For Rate
Periods of less than 30 days, Interest Payment Dates shall occur on the first
Business Day following such Rate Period and, if greater than 30 days, then on a
monthly basis on the first Business Day of each month within such Rate Period
and on the Business Day


                                       42
<PAGE>


following the last day of such Rate Period. Interest will be paid through the
Securities Depository on each Interest Payment Date.


         Except during a Default Period as described below, the Applicable Rate
resulting from an Auction will not be greater than the Maximum Rate, which is
equal to the Applicable Percentage of the Reference Rate, subject to upward but
not downward adjustment in the discretion of the Board of Directors after
consultation with the Broker-Dealers. The Applicable Percentage will be
determined based on the lower of the credit ratings assigned on that date to the
Tortoise Notes by Moody's and Fitch, as follows:

              MOODY'S                  FITCH                  APPLICABLE
           CREDIT RATING           CREDIT RATING              PERCENTAGE
           -------------           -------------            --------------
           Aa3 or above             AA- or above                200%
             A3 to A1                 A- to A+                  250%
           Baa3 to Baa1             BBB- to BBB+                275%
            Below Baa3               Below BBB-                 300%

         The Reference Rate is the greater of (1) the applicable AA Composite
Commercial Paper Rate (for a Rate Period of fewer than 184 days) or the
applicable Treasury Index Rate (for a Rate Period of 184 days or more), or (2)
the applicable LIBOR. For Standard Rate Periods or less only, the Applicable
Rate resulting from an Auction will not be less than the Minimum Rate, which is
70% of the applicable AA Composite Commercial Paper Rate. No Minimum Rate is
specified for Auctions in respect to Rate Periods of more than the Standard Rate
Period.

         The Maximum Rate for the Tortoise Notes will apply automatically
following an Auction for the notes in which Sufficient Clearing Bids have not
been made (other than because all Tortoise Notes were subject to Submitted Hold
Orders). If an Auction for any subsequent Rate Period is not held for any
reason, including because there is no Auction Agent or Broker-Dealer, then the
Interest Rate on the Tortoise Notes for any such Rate Period shall be the
Maximum Rate (except for circumstances in which the Interest Rate is the Default
Rate, as described below).


         The All Hold Rate will apply automatically following an Auction in
which all of the outstanding Tortoise Notes are subject to (or are deemed to be
subject to) Submitted Hold Orders. The All Hold Rate is 80% of the applicable AA
Composite Commercial Paper Rate.


         Prior to each Auction, Broker-Dealers will notify Holders and the
Trustee of the term of the next succeeding Rate Period as soon as practicable
after the Broker-Dealers have been so advised by the Company. After each
Auction, on the Auction Date, Broker-Dealers will notify Holders of the
Applicable Rate for the next succeeding Rate Period and of the Auction Date of
the next succeeding Auction.

         Notification of Rate Period. The Company will designate the duration of
subsequent Rate Periods of each series of Tortoise Notes; provided, however,
that no such designation is necessary for a Standard Rate Period and, provided
further, that any designation of a Special Rate Period shall be effective only
if (i) notice thereof shall have been given as provided herein, (ii) any failure
to pay in a timely manner to the Trustee the full amount of any interest on, or
the redemption price of, Tortoise Notes shall have been cured as provided above,
(iii) Sufficient Clearing Bids shall have existed in an Auction held on the
Auction Date immediately preceding the first day of such proposed Special Rate
Period, (iv) if the Company shall have mailed a Notice of Redemption with
respect to any Tortoise Notes, the redemption price with respect to such
Tortoise Notes shall have been deposited with the Paying Agent, and (v) the
Company has confirmed that as of the Auction Date next preceding the first day
of such Special Rate Period, it has Eligible Assets with an aggregate Discounted
Value at least equal to the


                                       43
<PAGE>

Tortoise Notes Basic Maintenance Amount, and the Company has consulted with the
Broker-Dealers and has provided notice of such designation and otherwise
complied with the Rating Agency Guidelines.

         Designation of a Special Rate Period. If the Company proposes to
designate any Special Rate Period, not fewer than seven (7) (or two (2) Business
Days in the event the duration of the Rate Period prior to such Special Rate
Period is fewer than eight (8) days) nor more than thirty (30) Business Days
prior to the first day of such Special Rate Period, notice shall be (i) made by
press release and (ii) communicated by the Company by telephonic or other means
to the Trustee and confirmed in writing promptly thereafter. Each such notice
shall state (A) that the Company proposes to exercise its option to designate a
succeeding Special Rate Period, specifying the first and last days thereof and
(B) that the Company will by 3:00 p.m., New York City time, on the second
Business Day next preceding the first day of such Special Rate Period, notify
the Auction Agent and the Trustee, who will promptly notify the Broker-Dealers,
of either (x) its determination, subject to certain conditions, to proceed with
such Special Rate Period, subject to the terms of any Specific Redemption
Provisions, or (y) its determination not to proceed with such Special Rate
Period, in which latter event the succeeding Rate Period shall be a Standard
Rate Period.

         No later than 3:00 p.m., New York City time, on the second Business Day
next preceding the first day of any proposed Special Rate Period, the Company
shall deliver to the Trustee and the Auction Agent, who will promptly deliver to
the Broker-Dealers and Existing Holders, either:


                  (i) a notice stating (A) that the Company has determined to
         designate the next succeeding Rate Period as a Special Rate Period,
         specifying the first and last days thereof and (B) the terms of any
         Specific Redemption Provisions; or

                  (ii) a notice stating that the Company has determined not to
         exercise its option to designate a Special Rate Period.

         If the Company fails to deliver either such notice with respect to any
designation of any proposed Special Rate Period to the Auction Agent and the
Auction Agent is unable to make the confirmation described above by 3:00 p.m.,
New York City time, on the second Business Day next preceding the first day of
such proposed Special Rate Period, the Company shall be deemed to have delivered
a notice to the Auction Agent with respect to such Rate Period to the effect set
forth in clause (ii) above, thereby resulting in a Standard Rate Period.

         Default Period. Subject to cure provisions, a Default Period with
respect to a particular series of Tortoise Notes will commence on any date the
Company fails to deposit irrevocably in trust in same-day funds, with the Paying
Agent by 12:00 noon, New York City time,


                  (A) the full amount of any accrued interest on that series
         payable on the Interest Payment Date (an "Interest Default"), or


                  (B) the full amount of any redemption price (the "Redemption
         Price") payable on the date fixed for redemption (the "Redemption
         Date") (a "Redemption Default" and together with an Interest Default,
         hereinafter referred to as "Default").

         Subject to cure provisions, a Default Period with respect to an
Interest Default or a Redemption Default shall end on the Business Day on which,
by 12:00 noon, New York City time, all unpaid interest and any unpaid Redemption
Price shall have been deposited irrevocably in trust in same-day funds with the
Paying Agent. In the case of an Interest Default, the Applicable Rate for each
Rate Period commencing during a Default Period will be equal to the Default
Rate, and each subsequent Rate Period commencing after the beginning of a
Default Period shall be a Standard Rate Period; provided, however,


                                       44
<PAGE>

that the commencement of a Default Period will not by itself cause the
commencement of a new Rate Period.

         No Auction shall be held during a Default Period with respect to an
Interest Default applicable to that series of Tortoise Notes. No Default Period
with respect to an Interest Default or Redemption Default shall be deemed to
commence if the amount of any interest or any Redemption Price due (if such
default is not solely due to the willful failure of the Company) is deposited
irrevocably in trust, in same-day funds with the Paying Agent by 12:00 noon, New
York City time within three Business Days after the applicable Interest Payment
Date or Redemption Date, together with an amount equal to the Default Rate
applied to the amount of such non-payment based on the actual number of days
comprising such period divided by 360 for each series. The Default Rate shall be
equal to the Reference Rate multiplied by three.


EVENTS OF DEFAULT AND ACCELERATION OF MATURITY; REMEDIES

         Any one of the following events constitutes an "event of default" under
the Indenture:

         o        default in the payment of any interest upon any series of
                  Tortoise Notes when it becomes due and payable and the
                  continuance of such default for 30 days;

         o        default in the payment of the principal of, or premium on, any
                  series of Tortoise Notes at its Stated Maturity;

         o        default in the performance, or breach, of any covenant or
                  warranty of the Company in the Indenture, and continuance of
                  such default or breach for a period of 90 days after written
                  notice has been given to the Company by the Trustee;

         o        certain voluntary or involuntary proceedings involving the
                  Company and relating to bankruptcy, insolvency or other
                  similar laws;

         o        if, on the last business day of each of twenty-four
                  consecutive calendar months, the Tortoise Notes have an 1940
                  Act Tortoise Notes Asset Coverage under the 1940 Act of less
                  than 100%; and

         o        any other "event of default" provided with respect to any
                  series, including a default in the payment of any Redemption
                  Price payable on the Redemption Date.

         Upon the occurrence and continuance of an event of default, the holders
of a majority in principal amount of a series of outstanding Tortoise Notes or
the Trustee may declare the principal amount of that series of Tortoise Notes
immediately due and payable upon written notice to the Company. Upon an event of
default relating to bankruptcy, insolvency or other similar laws, acceleration
of maturity occurs automatically. At any time after a declaration of
acceleration with respect to any series of Tortoise Notes has been made, and
before a judgment or decree for payment of the money due has been obtained, the
holders of a majority in principal amount of a series of the outstanding
Tortoise Notes of that series, by written notice to the Company and the Trustee,
may rescind and annul the declaration of acceleration and its consequences if
all events of default with respect to that series of Tortoise Notes, other than
the non-payment of the principal of that series of Tortoise Notes which has
become due solely by such declaration of acceleration, have been cured or waived
and other conditions have been met.




                                       45
<PAGE>

REDEMPTION


         Optional Redemption. To the extent permitted under the 1940 Act and
Maryland law, the Company at its option may redeem Tortoise Notes having a Rate
Period of one year or less, in whole or in part, out of funds legally available
therefor, on the Interest Payment Date upon not less than 15 days' and not more
than 40 days' prior notice. This optional redemption is not available during the
initial Rate Period or during other limited circumstances. The optional
redemption price shall be equal to the aggregate principal amount of the
Tortoise Notes to be redeemed, plus an amount equal to accrued interest to the
date fixed for redemption. Tortoise Notes having a Rate Period of more than one
year are redeemable at the option of the Company, in whole or in part, out of
funds legally available therefor, prior to the end of the relevant Rate Period,
upon not less than 15 days, and not more than 40 days, prior notice, subject to
any Specific Redemption Provisions, which may include the payment of redemption
premiums in the sole discretion of the Board of Directors. The Company shall not
effect any optional redemption unless after giving effect thereto (1) the
Company has available on such date fixed for the redemption certain Deposit
Securities with maturity or tender dates not later than the day preceding the
applicable redemption date and having a value not less than the amount
(including any applicable premium) due to Holders of a series of Tortoise Notes
by reason of the redemption of a series of Tortoise Notes and (2) the Company
would have Eligible Assets with an aggregate Discounted Value at least equal to
the Tortoise Notes Basic Maintenance Amount immediately subsequent to such
redemption.

         Mandatory Redemption. If the Company fails to maintain Eligible Assets
with an aggregate Discounted Value at least equal to the Tortoise Notes Basic
Maintenance Amount as of any Valuation Date or, fails to satisfy the 1940 Act
Tortoise Notes Asset Coverage as of the last Business Day of any month, and such
failure is not cured within ten Business Days following such Valuation Date in
the case of a failure to maintain the Tortoise Notes Basic Maintenance Amount or
on the last Business Day of the following month in the case of a failure to
maintain the 1940 Act Tortoise Notes Asset Coverage as of such last Business Day
(each an "Asset Coverage Cure Date"), the Tortoise Notes will be subject to
mandatory redemption out of funds legally available therefor. See "Rating Agency
Guidelines."

         The principal amount of Tortoise Notes to be redeemed in such
circumstances will be equal to the lesser of (1) the minimum principal amount of
Tortoise Notes the redemption of which, if deemed to have occurred immediately
prior to the opening of business on the relevant Asset Coverage Cure Date, would
result in the Company having Eligible Assets with an aggregated Discounted Value
at least equal to the Tortoise Notes Basic Maintenance Amount or sufficient to
satisfy the 1940 Act Tortoise Notes Asset Coverage, as the case may be, in
either case as of the relevant Asset Coverage Cure Date (provided that, if there
is no such minimum principal amount of Tortoise Notes the redemption of which
would have such result, all Tortoise Notes then outstanding will be redeemed),
and (2) the maximum principal amount of Tortoise Notes that can be redeemed out
of funds expected to be available therefor on the Mandatory Redemption Date (as
defined below) at the Mandatory Redemption Price (as defined below).

         Any redemption of less than all of the outstanding Tortoise Notes of a
series will be made from Tortoise Notes designated by the Company. The Company
shall designate Tortoise Notes to be redeemed on a pro rata basis among the
Holders in proportion to the principal amount of Tortoise Notes they hold, by
lot or such other method as the Company shall deem equitable. No optional or
mandatory redemption of less than all outstanding Tortoise Notes of a series
will be made unless the aggregate principal amount of Tortoise Notes to be
redeemed is equal to $25,000 or integral multiples thereof. Any redemption of
less than all Tortoise Notes outstanding will be made in such a manner that all
Tortoise Notes outstanding after such redemption are in authorized
denominations.

         The Company is required to effect such a mandatory redemption not later
than 40 days after the Asset Coverage Cure Date, as the case may be (the
"Mandatory Redemption Date"), except that if

                                       46
<PAGE>

the Company does not have funds legally available for the redemption of, or is
not otherwise legally permitted to redeem, all of the outstanding Tortoise Notes
of a series, which are subject to mandatory redemption, or the Company otherwise
is unable to effect such redemption on or prior to such Mandatory Redemption
Date, the Company will redeem those Tortoise Notes on the earliest practicable
date on which the Company will have such funds available, upon notice to record
owners of Tortoise Notes and the Paying Agent. The Company's ability to make a
mandatory redemption may be limited by the provisions of the 1940 Act or
Maryland law. The redemption price per Tortoise Note in the event of any
mandatory redemption will be the principal amount, plus an amount equal to
accrued but unpaid interest to the date fixed for redemption, plus (in the case
of a Rate Period of more than one year) a redemption premium, if any, determined
by the Board of Directors in its sole discretion after consultation with the
Broker-Dealers and set forth in any applicable Specific Redemption Provisions
(the "Mandatory Redemption Price").

         Redemption Procedure. Pursuant to Rule 23c-2 under the 1940 Act, the
Company will file a notice of its intention to redeem with the Commission so as
to provide at least the minimum notice required by such Rule or any successor
provision (notice currently must be filed with the Commission generally at least
30 days prior to the redemption date). The Company shall deliver a notice of
redemption to the Auction Agent and the Trustee containing the information
described below one Business Day prior to the giving of notice to Holders in the
case of an optional redemption and on or prior to the 30th day preceding the
Mandatory Redemption Date in the case of a mandatory redemption. The Trustee
will use its reasonable efforts to provide notice to each Holder of Tortoise
Notes called for redemption by electronic means not later than the close of
business on the Business Day immediately following the Business Day on which the
Trustee determines the principal amount of Tortoise Notes to be redeemed (or,
during a Default Period with respect to such Tortoise Notes, not later than the
close of business on the Business Day immediately following the day on which the
Trustee receives notice of redemption from the Company). Such notice will be
confirmed promptly by the Trustee in writing not later than the close of
business on the third Business Day preceding the redemption date by providing
the notice to each Holder of record of Tortoise Notes called for redemption, the
Paying Agent (if different from the Trustee) and the Securities Depository
("Notice of Redemption"). The Notice of Redemption will be addressed to the
registered owners of the Tortoise Notes at their addresses appearing on the
books or share records of the Company. Such notice will set forth (1) the
redemption date, (2) the principal amount and identity of Tortoise Notes to be
redeemed, (3) the redemption price (specifying the amount of accrued interest to
be included therein and the amount of the redemption premium, if any), (4) that
interest on the Tortoise Notes to be redeemed will cease to accrue on such
redemption date, and (5) the 1940 Act provision under which redemption shall be
made. No defect in the Notice of Redemption or in the transmittal or mailing
thereof will affect the validity of the redemption proceedings, except as
required by applicable law.

         If less than all of the outstanding Tortoise Notes of a series are
redeemed on any date, the amount per Holder to be redeemed on such date will be
selected by the Company on a pro rata basis in proportion to the principal
amount of Tortoise Notes held by such Holder, by lot or by such other method as
is determined by the Company to be fair and equitable, subject to the terms of
any Specific Redemption Provisions and subject to maintaining authorized
denominations as described above. Tortoise Notes may be subject to mandatory
redemption as described herein notwithstanding the terms of any Specific
Redemption Provisions. The Auction Agent will give notice to the Securities
Depository, whose nominee will be the record Holder of all of the Tortoise
Notes, and the Securities Depository will determine the Tortoise Notes to be
redeemed from the account of the Agent Member of each Beneficial Owner. Each
Agent Member will determine the principal amount of Tortoise Notes to be
redeemed from the account of each Beneficial Owner for which it acts as agent.
An Agent Member may select for redemption Tortoise Notes from the accounts of
some Beneficial Owners without selecting for redemption any Tortoise Notes from
the accounts of other Beneficial Owners. In this case, in selecting the Tortoise
Notes to be


                                       47
<PAGE>

redeemed, the Agent Member will select by lot or by other fair and equitable
method. Notwithstanding the foregoing, if neither the Securities Depository nor
its nominee is the record Holder of all of the Tortoise Notes, the particular
principal amount to be redeemed shall be selected by the Company by lot, on a
pro rata basis between each series or by such other method as the Company shall
deem fair and equitable, as contemplated above.

         If Notice of Redemption has been given, then upon the deposit of funds
with the Paying Agent sufficient to effect such redemption, interest on such
Tortoise Notes will cease to accrue and such Tortoise Notes will no longer be
deemed to be outstanding for any purpose and all rights of the holders of the
Tortoise Notes so called for redemption will cease and terminate, except the
right of the holders of such Tortoise Notes to receive the redemption price, but
without any interest or additional amount. The Company shall be entitled to
receive from the Paying Agent, promptly after the date fixed for redemption, any
cash deposited with the Paying Agent in excess of (1) the aggregate redemption
price of the Tortoise Notes called for redemption on such date and (2) such
other amounts, if any, to which owners of Tortoise Notes called for redemption
may be entitled. The Company will be entitled to receive, from time to time
after the date fixed for redemption, from the Paying Agent the interest, if any,
earned on such funds deposited with the Paying Agent and the owners of Tortoise
Notes so redeemed will have no claim to any such interest. Any funds so
deposited which are unclaimed two years after such redemption date will be paid,
to the extent permitted by law, by the Paying Agent to the Company upon its
request. After such payment, Holders of Tortoise Notes called for redemption may
look only to the Company for payment.


         So long as any Tortoise Notes are held of record by the nominee of the
Securities Depository, the redemption price for such Tortoise Notes will be paid
on the redemption date to the nominee of the Securities Depository. The
Securities Depository's normal procedures provide for it to distribute the
amount of the redemption price to Agent Members who, in turn, are expected to
distribute such funds to the persons for whom they are acting as agent.


         Notwithstanding the provisions for redemption described above, no
Tortoise Notes may be redeemed unless all interest in arrears on the Outstanding
Tortoise Notes, and any indebtedness of the Company ranking on a parity with the
Tortoise Notes, have been or are being contemporaneously paid or set aside for
payment, except in connection with the liquidation of the Company in which case
all Tortoise Notes and all indebtedness ranking on a parity with the Tortoise
Notes must receive proportionate amounts and that the foregoing shall not
prevent the purchase or acquisition of all the Outstanding Tortoise Notes
pursuant to the successful completion of an otherwise lawful purchase or
exchange offer made on the same terms to, and accepted by, Holders of all
Outstanding Tortoise Notes.


         Except for the provisions described above, nothing contained in the
Indenture limits any legal right of the Company to purchase or otherwise acquire
Tortoise Notes outside of an Auction at any price, whether higher or lower than
the price that would be paid in connection with an optional or mandatory
redemption, so long as, at the time of any such purchase, there is no arrearage
in the payment of interest on or the mandatory or optional redemption price with
respect to, any Tortoise Notes for which Notice of Redemption has been given,
and the Company is in compliance with the 1940 Act Tortoise Notes Asset Coverage
and has Eligible Assets with an aggregate Discounted Value at least equal to the
Tortoise Notes Basic Maintenance Amount after giving effect to such purchase or
acquisition on the date thereof. If less than all outstanding Tortoise Notes are
redeemed or otherwise acquired by the Company, the Company shall give notice of
such transaction to the Auction Agent, in accordance with the procedures agreed
upon by the Board of Directors.


PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC.


         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the

                                       48
<PAGE>

Company or to its creditors, as such, or to its assets, or (b) any liquidation,
dissolution or other winding up of the Company, whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy, or (c) any assignment for
the benefit of creditors or any other marshalling of assets and liabilities of
the Company, then (after any payments with respect to any secured creditor of
the Company outstanding at such time) and in any such event the holders of
Tortoise Notes shall be entitled to receive payment in full of all amounts due
or to become due on or in respect of all Tortoise Notes (including any interest
accruing thereon after the commencement of any such case or proceeding), or
provision shall be made for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of the Tortoise Notes, before
the holders of any common or preferred stock of the Company are entitled to
receive any payment on account of any redemption proceeds, liquidation
preference or dividends from such shares, and to that end the holders of
Tortoise Notes shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness of the
Company being subordinated to the payment of the Tortoise Notes, which may be
payable or deliverable in respect of the Tortoise Notes in any such case,
proceeding, dissolution, liquidation or other winding up event.

         Unsecured creditors of the Company may include, without limitation,
service providers to the Company including the Adviser, Custodian, Auction
Agent, Broker-Dealers and the Trustee, pursuant to the terms of various
contracts with the Company. Secured creditors of the Company may include without
limitation parties entering into any interest rate swap, floor or cap
transactions, or other similar transactions with the Company that create liens,
pledges, charges, security interests, security agreements or other encumbrances
on the assets of the Company.


         A consolidation, reorganization or merger of the Company with or into
any other company, or a sale, lease or exchange of all or substantially all of
the assets of the Company in consideration for the issuance of equity securities
of another company shall not be deemed to be a liquidation, dissolution or
winding up of the Company.

PAYMENT RESTRICTIONS ON SHARES


         Under the 1940 Act, the Company may not declare any dividend on common
stock or make any distribution with respect to the common stock or any preferred
stock of the Company or purchase or redeem any common or preferred stock if, at
the time of such declaration (and after giving effect thereto), asset coverage
with respect to the Tortoise Notes and any other senior securities representing
indebtedness (as defined in the 1940 Act), would be less than 300% (or such
other percentage as may in the future be specified in or under the 1940 Act as
the minimum asset coverage for senior securities representing indebtedness of a
closed-end investment company as a condition of declaring distributions,
purchases or redemptions of shares of its common or preferred stock). Dividends
may be declared upon preferred stock, provided, however, that the Tortoise Notes
and any other senior securities representing indebtedness have an asset coverage
of at least 200% at the time of declaration after deducting the amount of such
dividend.


         "Senior securities representing indebtedness" generally means any bond,
debenture, note or similar obligation or instrument constituting a security
(other than shares of beneficial interest) and evidencing indebtedness and could
include the Company's obligations under any Borrowings. For purposes of
determining asset coverage for senior securities representing indebtedness in
connection with the payment of dividends or other distributions on or purchases
or redemptions of stock, the term "senior security" does not include any
promissory note or other evidence of indebtedness issued in consideration of any
loan, extension or renewal thereof, made by a bank or other person and privately
arranged, and not intended to be publicly distributed. The term "senior
security" also does not include any such promissory


                                       49
<PAGE>

note or other evidence of indebtedness in any case where such a loan is for
temporary purposes only and in an amount not exceeding 5% of the value of the
total assets of the Company at the time when the loan is made; a loan is
presumed under the 1940 Act to be for temporary purposes if it is repaid within
60 days and is not extended or renewed; otherwise it is presumed not to be for
temporary purposes. For purposes of determining whether the 200% and 300% asset
coverage requirements described above apply in connection with interest payments
or distributions on or purchases or redemptions of stock, such asset coverage
may be calculated on the basis of values calculated as of a time within 48 hours
(not including Sundays or holidays) next preceding the time of the applicable
determination.


         In addition, a declaration of a dividend or other distribution on or
purchase or redemption of common or preferred stock is prohibited (i) at any
time that an event of default under the Tortoise Notes or any other Borrowings
has occurred and is continuing; or (ii) if, after giving effect to such
declaration, the Company would not have eligible portfolio holdings with an
aggregated Discounted Value at least equal to any asset coverage requirements
associated with such Tortoise Notes or other Borrowings; or (iii) the Company
has not redeemed the full amount of Tortoise Notes or other Borrowings, if any,
required to be redeemed by any provision for mandatory redemption.


                                  THE AUCTION

GENERAL


         Auction Agency Agreement. The Company has entered into an Auction
Agency Agreement (the "Auction Agency Agreement") with the Auction Agent
(currently, The Bank of New York) which provides, among other things,
that the Auction Agent will follow the Auction Procedures for purposes of
determining the Applicable Rate for Tortoise Notes so long as the Applicable
Rate for Tortoise Notes is to be based on the results of an Auction.


         The Auction Agent may terminate the Auction Agency Agreement upon
notice to the Company on a date no earlier than 60 days after the notice. If the
Auction Agent should resign, the Company will use its best efforts to enter into
an agreement with a successor Auction Agent containing substantially the same
terms and conditions as the Auction Agency Agreement. The Company may remove the
Auction Agent provided that prior to such removal the Company shall have entered
into such an agreement with a successor Auction Agent.


         Broker-Dealer Agreements. Each Auction requires the participation of
one or more Broker-Dealers. The Auction Agent has entered into agreements
(collectively, the "Broker-Dealer Agreements") with several Broker-Dealers
selected by the Company, which provide for the participation of those
Broker-Dealers in Auctions for Tortoise Notes.

         After each Auction for Tortoise Notes the Auction Agent will pay to
each Broker-Dealer, from funds provided by the Company, a service charge at the
annual rate of 1/4 of 1% in the case of any Auction immediately preceding a Rate
Period of less than one year, or a percentage agreed to by the Company and the
Broker-Dealers in the case of any Auction immediately preceding a Rate Period of
one year or longer, of the purchase price of Tortoise Notes placed by such
Broker-Dealer at such Auction. For the purposes of the preceding sentence,
Tortoise Notes will be placed by a Broker-Dealer if such Tortoise Notes were (a)
the subject of Hold Orders deemed to have been submitted to the Auction Agent by
the Broker-Dealer and were acquired by such Broker-Dealer for its own account or
were acquired by such Broker-Dealer for its customers who are Beneficial Owners
or (b) the subject of an Order submitted by such Broker-Dealer that is (i) a
Submitted Bid of an Existing Holder that resulted in such Existing Holder
continuing to hold such Tortoise Notes as a result of the Auction or (ii) a
Submitted Bid of a potential Holder that resulted in


                                       50
<PAGE>

such potential Holder purchasing such Tortoise Notes as a result of the Auction
or (iii) a valid Hold Order.

         The Company may request the Auction Agent to terminate one or more
Broker-Dealer Agreements at any time, provided that at least one Broker-Dealer
Agreement is in effect after such termination.


AUCTION PROCEDURES


         Beneficial Owners. Prior to the Submission Deadline on each Auction
Date for a series of Tortoise Notes, each customer of a Broker-Dealer who is
listed on the records of that Broker-Dealer (or, if applicable, the Auction
Agent) as a holder of Tortoise Notes of such series (a "Beneficial Owner") may
submit orders ("Orders") with respect to Tortoise Notes of such series to that
Broker-Dealer as follows:


         o        Hold Order - indicating its desire to hold Tortoise Notes of
                  such series without regard to the Applicable Rate for Tortoise
                  Notes of such series for the next Rate Period thereof.


         o        Bid - indicating its desire to sell the principal amount of
                  Outstanding Tortoise Notes, if any, of such series held by
                  such Beneficial Owner which such Beneficial Owner offers to
                  sell if the Applicable Rate for Tortoise Notes of such series
                  for the next succeeding Rate Period of Tortoise Notes of such
                  series shall be less than the rate per annum specified by such
                  Beneficial Owner (also known as a hold at rate order).

         o        Sell Order - indicating its desire to sell the principal
                  amount of Outstanding Tortoise Notes, if any, of such series
                  held by such Beneficial Owner which such Beneficial Owner
                  offers to sell without regard to the Applicable Rate for
                  Tortoise Notes of such series for the next succeeding Rate
                  Period of Tortoise Notes of such series.

         Orders submitted (or the failure to do so) by Beneficial Owners under
certain circumstances will have the effects described below. A Beneficial Owner
of Tortoise Notes of such series that submits a Bid with respect to Tortoise
Notes of such series to its Broker-Dealer having a rate higher than the Maximum
Rate for Tortoise Notes of such series on the Auction Date therefore will be
treated as having submitted a Sell Order with respect to such Tortoise Notes. A
Beneficial Owner of Tortoise Notes of such series that fails to submit an Order
with respect to such Tortoise Notes to its Broker-Dealer will be deemed to have
submitted a Hold Order with respect to such Tortoise Notes of such series;
provided, however, that if a Beneficial Owner of Tortoise Notes of such series
fails to submit an Order with respect to Tortoise Notes of such series to its
Broker-Dealer for an Auction relating to a Special Rate Period of more than
twenty-eight (28) days, such Beneficial Owner will be deemed to have submitted a
Sell Order with respect to such Tortoise Notes. A Sell Order shall constitute an
irrevocable offer to sell the Tortoise Notes subject thereto. A Beneficial Owner
that offers to become the Beneficial Owner of additional Tortoise Notes is, for
purposes of such offer, a Potential Beneficial Owner as discussed below.

         Potential Beneficial Owners. A customer of a Broker-Dealer that is not
a Beneficial Owner of a series of Tortoise Notes but that wishes to purchase
Tortoise Notes of such series, or that is a Beneficial Owner of Tortoise Notes
of such series that wishes to purchase additional Tortoise Notes of such series
(in each case, a "Potential Beneficial Owner"), may submit Bids to its
Broker-Dealer in which it offers to purchase such principal amount of
Outstanding Tortoise Notes of such series specified in such Bid if the
Applicable Rate for Tortoise Notes of such series determined on such Auction
Date shall be higher than the rate specified in such Bid. A Bid placed by a
Potential Beneficial Owner of Tortoise Notes of such series specifying a rate
higher than the Maximum Rate for Tortoise Notes of such series on the Auction
Date therefor will not be accepted.


                                       51
<PAGE>

         The Auction Process. Each Broker-Dealer shall submit in writing, which
shall include a writing delivered via e-mail or other electronic means to the
Auction Agent, prior to the Submission Deadline on each Auction Date, all Orders
for Tortoise Notes of a series subject to an Auction on such Auction Date
obtained by such Broker-Dealer, designating itself (unless otherwise permitted
by the Company) as an Existing Holder in respect of Tortoise Notes subject to
Orders submitted or deemed submitted to it by Beneficial Owners and as a
Potential Holder in respect of Tortoise Notes subject to Orders submitted to it
by Potential Beneficial Owners. However, neither the Company nor the Auction
Agent will be responsible for a Broker-Dealer's failure to comply with the
foregoing. Any Order placed with the Auction Agent by a Broker-Dealer as or on
behalf of an Existing Holder or a Potential Holder will be treated in the same
manner as an Order placed with a Broker-Dealer by a Beneficial Owner or
Potential Beneficial Owner. Similarly, any failure by a Broker-Dealer to submit
to the Auction Agent an Order in respect of Tortoise Notes held by it or
customers who are Beneficial Owners will be treated in the same manner as a
Beneficial Owner's failure to submit to its Broker-Dealer an Order in respect of
Tortoise Notes held by it. A Broker-Dealer may also submit Orders to the Auction
Agent for its own account as an Existing Holder or Potential Holder, provided it
is not an affiliate of the Company.

         If Sufficient Clearing Bids for a series of Tortoise Notes exist (that
is, the aggregate principal amount of Outstanding Tortoise Notes of such series
subject to Submitted Bids of Potential Holders specifying one or more rates
between the Minimum Rate (for Standard Rate Periods or less, only) and the
Maximum Rate (for all Rate Periods) for Tortoise Notes of such series exceeds or
is equal to the sum of the aggregate principal amount of Outstanding Tortoise
Notes of such series subject to Submitted Sell Orders), the Applicable Rate for
Tortoise Notes of such series for the next succeeding Rate Period thereof will
be the lowest rate specified in the Submitted Bids which, taking into account
such rate and all lower rates bid by Broker-Dealers as or on behalf of Existing
Holders and Potential Holders, would result in Existing Holders and Potential
Holders owning the aggregate principal amount of Tortoise Notes of such series
available for purchase in the Auction. If Sufficient Clearing Bids for a series
of Tortoise Notes do not exist (other than because all of the Outstanding
Tortoise Notes of such series are subject to Submitted Hold Orders), then the
Applicable Rate for all Tortoise Notes of such series for the next succeeding
Rate Period thereof will be equal to the Maximum Rate for Tortoise Notes of such
series. In such event, Holders of Tortoise Notes of such series that have
submitted or are deemed to have submitted Sell Orders may not be able to sell in
such Auction all aggregate principal amount of Tortoise Notes of such series
subject to such Sell Orders. If Broker-Dealers submit or are deemed to have
submitted to the Auction Agent Hold Orders with respect to all Existing Holders
of a series of Tortoise Notes, the Applicable Rate for all Tortoise Notes of
such series for the next succeeding Rate Period will be the All Hold Rate.

         The Auction Procedures include a pro rata allocation of Tortoise Notes
for purchase and sale, which may result in an Existing Holder continuing to hold
or selling, or a Potential Holder purchasing, a number of Tortoise Notes of a
series of Tortoise Notes that is less than the number of Tortoise Notes of such
series specified in its Order. To the extent the allocation procedures have that
result, Broker-Dealers that have designated themselves as Existing Holders or
Potential Holders in respect of customer Orders will be required to make
appropriate pro rata allocations among their respective customers.


         Settlement of purchases and sales will be made on the next Business Day
(also an Interest Payment Date) after the Auction Date through the Securities
Depository. Purchasers will make payment through their Agent Members in same-day
funds to the Securities Depository against delivery to their respective Agent
Members. The Securities Depository will make payment to the sellers' Agent
Members in accordance with the Securities Depository's normal procedures, which
now provide for payment against delivery by their Agent Members in same-day
funds.


                                       52
<PAGE>

SECONDARY MARKET TRADING AND TRANSFER OF TORTOISE NOTES


         The Broker-Dealers may maintain a secondary trading market of Tortoise
Notes outside of Auctions, but are not obligated to do so, and may discontinue
such activity at any time. There can be no assurance that such secondary trading
market of Tortoise Notes will provide owners with liquidity of investment.
Tortoise Notes are not listed on any exchange or automated quotation system.
Investors who purchase Tortoise Notes in an Auction for a Special Rate Period
should note that because the interest rate on such Tortoise Notes will be fixed
for the length of such Rate Period, the value of the Tortoise Notes may
fluctuate in response to changes in interest rates, and may be more or less than
their original cost if sold on the open market in advance of the next Auction,
depending upon market conditions.

         A Beneficial Owner or an Existing Holder may sell, transfer or
otherwise dispose of an aggregate principal amount of Tortoise Notes only in
$25,000 increments and only as follows:


         (1)      pursuant to a Bid or Sell Order placed with the Auction Agent
                  in accordance with the Auction Procedures,


         (2)      to or through a Broker-Dealer, or

         (3)      to the Company or any affiliate; provided, however, that (a) a
                  sale, transfer or other disposition of an aggregate principal
                  amount of Tortoise Notes from a customer of a Broker-Dealer
                  who is listed on the records of that Broker-Dealer as the
                  holder of such Tortoise Notes to that Broker-Dealer or another
                  customer of that Broker-Dealer shall not be deemed to be a
                  sale, transfer or other disposition for purposes of the
                  foregoing if such Broker-Dealer remains the Existing Holder of
                  the Tortoise Notes so sold, transferred or disposed of
                  immediately after such sale, transfer or disposition and (b)
                  in the case of all transfers other than pursuant to Auctions,
                  the Broker-Dealer (or other person, if permitted by the
                  Company) to whom such transfer is made shall advise the
                  Auction Agent of such transfer.

                              DESCRIPTION OF STOCK

COMMON STOCK

         The Company's Charter authorizes the issuance of 100,000,000 shares of
common stock, par value $0.001 per share. All shares of common stock have equal
rights to the payment of dividends and the distribution of assets upon
liquidation. Shares of common stock will, when issued, be fully paid and,
subject to matters discussed in "Certain Provisions in the Company's Charter and
Bylaws," non-assessable, and will have no pre-emptive or conversion rights or
rights to cumulative voting. At any time when Tortoise Notes are outstanding,
common stockholders will not be entitled to receive any cash distributions from
the Company unless all accrued interest on Tortoise Notes has been paid, and
unless asset coverage (as defined in the 1940 Act) with respect to Tortoise
Notes would be at least 300% after giving effect to the distributions. At any
time when MMP Shares are outstanding, common stockholders will not be entitled
to receive any cash distributions from the Company unless all accrued interest
on MMP Shares has been paid, and unless asset coverage (as defined in the 1940
Act) with respect to MMP Shares would be at least 200% after giving effect to
the distributions.

         The common stock is listed on the NYSE. The Company intends to hold
annual meetings of stockholders so long as the common stock is listed on a
national securities exchange and such meetings are required as a condition to
such listing.

                                       53
<PAGE>

PREFERRED STOCK

         The Company's Charter authorizes the issuance of 10,000,000 shares of
preferred stock, par value $.001 per share, with such preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications and terms and conditions of redemption, as
determined by the Board of Directors, by action of the Board of Directors
without the approval of the common stockholders.

         Under the 1940 Act, the Company could issue preferred stock with an
aggregate liquidation value of up to one-half of the value of the Company's
total assets measured immediately after issuance of the preferred stock. Any
decision to offer preferred stock is subject to market conditions and to the
Board's continuing belief that leveraging the Company's capital structure
through the issuance of preferred stock is likely to achieve benefits to the
common stockholders. Although the terms of the preferred stock will be
determined by the Board of Directors (subject to applicable law and the
Company's Charter), if and when it authorizes the issuance of preferred stock,
the Board has determined that the preferred stock, at least initially, would
likely pay cumulative dividends at rates determined over relatively longer
periods (such as 60 days), by providing for the periodic determination of the
dividend rate through an auction procedure. As soon as practicable, following
the investment of proceeds from this offering, the Company currently intends to
issue MMP Shares, $25,000 liquidation preference per share, in an amount
currently anticipated to represent approximately 8% of the Company's total
assets. The MMP Shares will be offered pursuant to a separate prospectus.

         "Liquidation value" means the original purchase price, less the value
of any senior securities representing indebtedness then outstanding, of the
shares being liquidated plus any accumulated and unpaid dividends. In addition,
the Company is not permitted to declare any cash dividend or other distribution
on its common stock unless the liquidation value of the preferred stock is less
than one-half of the value of the Company's total assets (determined after
deducting the amount of such dividend or distribution) immediately after the
distribution.

         The preferred stock will have complete priority over the common stock
as to distribution of assets, but will be subordinate to all Tortoise Notes or
other Borrowings.

         In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Company, holders of preferred stock will be
entitled to receive a preferential liquidating distribution (expected to equal
the original purchase price per share plus accumulated and unpaid dividends
thereon, whether or not earned or declared) before any distribution of assets is
made to holders of common stock. The preferred stock will have complete priority
over the common stock as to distribution of assets upon liquidation, dissolution
or winding up, but will be subordinate to any outstanding Tortoise Notes or
other Borrowings.

         Preferred stock is required to be voting stock and to have equal voting
rights with common stock. Except as otherwise indicated in any prospectus or
statement of additional information relating to the issuance of preferred stock
and except as otherwise required by applicable law, holders of preferred stock
will vote together with common stockholders as a single class.

         Holders of preferred stock, voting as a separate class, will be
entitled to elect two of the Company's directors. The remaining directors will
be elected by common stockholders and holders of preferred stock, voting
together as a single class. In the unlikely event that two full years of
accumulated dividends are unpaid on the preferred stock, the holders of all
outstanding shares of preferred stock, voting as a separate class, will be
entitled to elect a majority of the Company's directors until all dividends in
arrears have been paid or declared and set apart for payment. In order for the
Company to


                                       54
<PAGE>

take certain actions or enter into certain transactions, a separate class vote
of holders of preferred stock will be required, in addition to the single class
vote of the holders of preferred stock and common stock.

         The terms of the preferred stock may provide that it is redeemable at
certain times, in whole or in part, at the original purchase price per share
plus accumulated dividends. The terms also may state that the Company may tender
for or purchase preferred stock and resell any shares so tendered. Any
redemption or purchase of preferred stock by the Company will reduce the
leverage applicable to common stock, while any resale of preferred stock by the
Company will increase such leverage.

         The Company would be subject to certain restrictions imposed by
guidelines of one or more rating agencies which may issue ratings for preferred
stock issued by the Company. These guidelines may impose asset coverage or
Company composition requirements that are more stringent than those imposed on
the Company by the 1940 Act. The Adviser does not believe that these covenants
or guidelines will impede it from managing the Company's portfolio in accordance
with the Company's investment objective and policies.


             CERTAIN PROVISIONS IN THE COMPANY'S CHARTER AND BYLAWS


         The following description of certain provisions of the Charter and
Bylaws is only a summary. For a complete description, please refer to the
Charter and Bylaws, which have been filed as exhibits to the Company's
registration statement.

         The Charter and Bylaws include provisions that could delay, defer or
prevent other entities or persons from acquiring control of the Company, causing
it to engage in certain transactions or modifying its structure. These
provisions may be regarded as "anti-takeover" provisions. The holders of
Tortoise Notes have no voting rights, except to the extent required by law or as
otherwise provided in the Indenture relating to the acceleration of maturity
upon the occurrence and continuance of an event of default.


CLASSIFICATION OF THE BOARD OF DIRECTORS; ELECTION OF DIRECTORS


         The Charter provides that the number of directors may be established
only by the Board of Directors pursuant to the Bylaws, but may not be less than
one. The Bylaws provide that the number of directors may not be greater than
nine. Subject to any applicable limitations of the 1940 Act, any vacancy may be
filled, at any regular meeting or at any special meeting of stockholders called
for that purpose, only by a majority of the remaining directors, even if those
remaining directors do not constitute a quorum. Pursuant to the Charter, the
Board of Directors is divided into three classes: Class I, Class II and Class
III. The initial terms of Class I, Class II and Class III directors will expire
in 2005, 2006 and 2007, respectively. Beginning in 2005, upon the expiration of
their current terms, directors of each class will be elected to serve for
three-year terms and until their successors are duly elected and qualified.
Holders of Tortoise Notes do not have any right with respect to the election of
directors. Each year only one class of directors will be elected by the
stockholders. The classification of the Board of Directors should help to assure
the continuity and stability of the Company's strategies and policies as
determined by the Board of Directors.

         The classified Board provision could have the effect of making the
replacement of incumbent directors more time-consuming and difficult. At least
two annual meetings of stockholders, instead of one, generally will be required
to effect a change in a majority of the Board of Directors. Thus, the classified
Board provision could increase the likelihood that incumbent directors will
retain their positions. The staggered terms of directors may delay, defer or
prevent a change in control of the Board, even though a change in control might
be in the best interests of the stockholders.




                                       55
<PAGE>

REMOVAL OF DIRECTORS


         The Charter provides that a director may be removed only for cause and
only by the affirmative vote of at least two-thirds of the votes entitled to be
cast in the election of directors. This provision, when coupled with the
provision in the Bylaws authorizing only the Board of Directors to fill vacant
directorships, precludes stockholders from removing incumbent directors, except
for cause and by a substantial affirmative vote, and filling the vacancies
created by the removal with nominees of stockholders.


AMENDMENT TO THE CHARTER AND BYLAWS


         The Charter provides that amendments to the Charter must be declared
advisable by the Board of Directors and generally approved by the affirmative
vote of stockholders entitled to cast at least a majority of the votes entitled
to be cast on the matter. Certain provisions of the Charter, including its
provisions on classification of the Board of Directors, election and removal of
directors and conversion of the Company to an open-end investment company, may
be amended only by the affirmative vote of the stockholders entitled to cast at
least 80% the votes entitled to be cast on the matter. However, if such a
proposal is approved by at least two-thirds of the continuing directors (as that
term is defined in the Charter) in addition to approval by the full Board of
Directors, such proposal may be approved by a majority of the votes entitled to
be cast on such matter. The Board of Directors has the exclusive power to adopt,
alter or repeal any provision of the Bylaws and to make new Bylaws.


DISSOLUTION OF THE COMPANY


         The Charter provides that any proposal to liquidate or dissolve the
Company requires the approval of the stockholders entitled to cast at least 80%
the votes entitled to be cast on such matter. However, if such a proposal is
approved by at least two-thirds of the continuing directors (in addition to
approval by the full Board), such proposal may be approved by a majority of the
votes entitled to be cast on such matter.


ADVANCE NOTICE OF DIRECTOR NOMINATIONS AND NEW BUSINESS


         The Bylaws provide that with respect to an annual meeting of
stockholders, nominations of persons for election to the Board of Directors and
the proposal of business to be considered by stockholders may be made only (1)
pursuant to notice of the meeting, (2) by the Board of Directors or (3) by a
stockholder who is entitled to vote at the meeting and who has complied with the
advance notice procedures of the Bylaws. With respect to special meetings of
stockholders, only the business specified in the Company's notice of the meeting
may be brought before the meeting. Nominations of persons for election to the
Board of Directors at a special meeting may be made only (1) pursuant to notice
of the meeting by the Company, (2) by the Board of Directors, or (3) provided
that the Board of Directors has determined that Directors will be elected at the
meeting, by a stockholder who is entitled to vote at the meeting and who has
complied with the advance notice provisions of the Bylaws.

                           FEDERAL INCOME TAX MATTERS

         The following is a general summary of certain federal income tax
considerations affecting the Company and Beneficial Owners of Tortoise Notes.
This discussion does not purport to be complete or to deal with all aspects of
federal income taxation that may be relevant to Beneficial Owners in light of
their particular circumstances or who are subject to special rules, such as
banks, thrift institutions and certain other financial institutions, real estate
investment trusts, regulated investment companies, insurance companies, brokers
and dealers in securities or currencies, certain securities traders, tax-exempt


                                       56
<PAGE>

investors, individual retirement accounts, certain tax-deferred accounts, and
foreign investors. Unless otherwise noted, this discussion assumes that
Beneficial Owners are U.S. persons and hold Tortoise Notes as capital assets.
More detailed information regarding the federal income tax consequences of
investing in the Company is in the Statement of Additional Information.


FEDERAL INCOME TAX TREATMENT OF THE COMPANY


         The Company will be treated as a corporation for federal and state
income tax purposes. Thus, the Company will be obligated to pay federal and
state income tax on its taxable income. The Company intends to invest its assets
primarily in MLPs, which generally are treated as partnerships for federal
income tax purposes. As a partner in the MLPs, the Company will have to report
its allocable share of the MLP's taxable income in computing its taxable income.
Based upon the Company's review of the historic results of the type of MLPs in
which the Company intends to invest, the Company expects that the cash flow
received by the Company with respect to its MLP investments will exceed the
taxable income allocated to the Company. There is no assurance that the
Company's expectation regarding the tax character of MLP distributions will be
realized. If this expectation is not realized, there will be greater tax expense
borne by the Company and less cash available to make required interest,
principal and redemption payments to Beneficial Owners of Tortoise Notes. In
addition, the Company will take into account in its taxable income amounts of
gain or loss recognized on the sale of MLP interests. Currently, the maximum
regular federal income tax rate for a corporation is 35%. The Company may be
subject to a 20% alternative minimum tax on its alternative minimum taxable
income to the extent that the alternative minimum tax exceeds the Company's
regular income tax.

         The Company will not be treated as a regulated investment company under
the Internal Revenue Code. The Internal Revenue Code generally provides that a
regulated investment company does not pay an entity level income tax, provided
that it distributes all or substantially all of its income and capital gains.
The regulated investment company taxation rules have no application to the
Company or to stockholders of the Company.


FEDERAL INCOME TAX TREATMENT OF HOLDERS OF TORTOISE NOTES

         Under present law, the Company is of the opinion that Tortoise Notes
will constitute indebtedness of the Company for federal income tax purposes,
which the below discussion assumes. The Company intends to treat all payments
made with respect to the Tortoise Notes consistent with this characterization.

         Taxation of Interest. Payments or accruals of interest on Tortoise
Notes generally will be taxable to you as ordinary interest income at the time
such interest is received (actually or constructively) or accrued, in accordance
with your regular method of accounting for federal income tax purposes.


         Purchase, Sale and Redemption of Tortoise Notes. Initially, your tax
basis in Tortoise Notes acquired generally will be equal to your cost to acquire
such Tortoise Notes. This basis will increase by the amounts, if any, that you
are required to include in income under the rules governing market discount, and
will decrease by the amount of any amortized premium on such Tortoise Notes, as
discussed below. When you sell or exchange any of your Tortoise Notes, or if any
of your Tortoise Notes are redeemed, you generally will recognize gain or loss
equal to the difference between the amount you realize on the transaction (less
any accrued and unpaid interest, which will be subject to tax in the manner
described above under "Taxation of Interest") and your tax basis in the Tortoise
Notes relinquished.

         Except as discussed below with respect to market discount, the gain or
loss that you recognize on the sale, exchange or redemption of any of your
Tortoise Notes generally will be capital gain or loss. Such gain or loss will
generally be long-term capital gain or loss if the disposed Tortoise Notes were
held for more than one year and will be short-term capital gain or loss if the
disposed Tortoise Notes were held

                                       57
<PAGE>

for one year or less. Net long-term capital gain recognized by a noncorporate
U.S. holder generally will be subject to tax at a lower rate (currently a
maximum rate of 15% although this rate will increase to 20% after 2008) than net
short-term capital gain or ordinary income (currently a maximum rate of 35%). A
holder's ability to deduct capital losses may be limited.

         Amortizable Premium. If you purchase Tortoise Notes at a cost greater
than their stated principal amount, plus accrued interest, you will be
considered to have purchased the Tortoise Notes at a premium, and you generally
may elect to amortize this premium as an offset to interest income, using a
constant yield method, over the remaining term of the Tortoise Notes. If you
make the election to amortize the premium, it generally will apply to all debt
instruments that you hold at the time of the election, as well as any debt
instruments that you subsequently acquire. In addition, you may not revoke the
election without the consent of the Internal Revenue Service ("IRS"). If you
elect to amortize the premium, you will be required to reduce your tax basis in
the Tortoise Notes by the amount of the premium amortized during your holding
period. If you do not elect to amortize premium, the amount of premium will be
included in your tax basis in the Tortoise Notes. Therefore, if you do not elect
to amortize the premium and you hold the Tortoise Notes to maturity, you
generally will be required to treat the premium as a capital loss when the
Tortoise Notes are redeemed.


         Market Discount. If you purchase Tortoise Notes at a price that
reflects a "market discount," any principal payments on, or any gain that you
realize on the disposition of the Tortoise Notes generally will be treated as
ordinary interest income to the extent of the market discount that accrued on
the Tortoise Notes during the time you held such Tortoise Notes. "Market
discount" is defined under the Internal Revenue Code as, in general, the excess
of the stated redemption price at maturity over the purchase price of the note,
except that if the market discount is less than 0.25% of the stated redemption
price at maturity multiplied by the number of complete years to maturity, the
market discount is considered to be zero. In addition, you may be required to
defer the deduction of all or a portion of any interest paid on any indebtedness
that you incurred or continued to purchase or carry the Tortoise Notes that were
acquired at a market discount. In general, market discount will be treated as
accruing ratably over the term of the Tortoise Notes, or, at your election,
under a constant yield method.


         You may elect to include market discount in gross income currently as
it accrues (on either a ratable or constant yield basis), in lieu of treating a
portion of any gain realized on a sale of the Tortoise Notes as ordinary income.
If you elect to include market discount on a current basis, the interest
deduction deferral rule described above will not apply. If you do make such an
election, it will apply to all market discount debt instruments that you acquire
on or after the first day of the first taxable year to which the election
applies. This election may not be revoked without the consent of the IRS.

INFORMATION REPORTING AND BACKUP WITHHOLDING


         In general, information reporting requirements will apply to payments
of principal, interest, and premium, if any, paid on Tortoise Notes and to the
proceeds of the sale of Tortoise Notes paid to U.S. holders other than certain
exempt recipients (such as certain corporations). Information reporting
generally will apply to payments of interest on the Tortoise Notes to non-U.S.
Holders and the amount of tax, if any, withheld with respect to such payments.
Copies of the information returns reporting such interest payments and any
withholding may also be made available to the tax authorities in the country in
which the non-U.S. Holder resides under the provisions of an applicable income
tax treaty. In addition, for non-U.S. Holders, information reporting will apply
to the proceeds of the sale of Tortoise Notes within the United States or
conducted through United States-related financial intermediaries unless the
certification requirements described below have been complied with and the
statement described below in "Taxation of Non-U.S. Holders" has been received
(and the payor does not have actual knowledge or



                                       58
<PAGE>

reason to know that the holder is a United States person) or the holder
otherwise establishes an exemption.

         The Company may be required to withhold, for U.S. federal income tax
purposes, a portion of all taxable payments (including redemption proceeds)
payable to holders of Tortoise Notes who fail to provide the Company with their
correct taxpayer identification number, who fail to make required certifications
or who have been notified by the IRS that they are subject to backup withholding
(or if the Company has been so notified). Certain corporate and other
shareholders specified in the Internal Revenue Code and the regulations
thereunder are exempt from backup withholding. Backup withholding is not an
additional tax. Any amounts withheld may be credited against the holder's U.S.
federal income tax liability provided the appropriate information is furnished
to the IRS. If you are a non-U.S. Holder, you may have to comply with
certification procedures to establish your non-U.S. status in order to avoid
backup withholding tax requirements. The certification procedures required to
claim the exemption from withholding tax on interest income described below will
satisfy these requirements.


TAXATION OF NON-U.S. HOLDERS


         If you are a non-resident alien individual or a foreign corporation (a
"non-U.S. Holder"), the payment of interest on the Tortoise Notes generally will
be considered "portfolio interest" and thus generally will be exempt from United
States federal withholding tax. This exemption will apply to you provided that
(i) interest paid on the Tortoise Notes is not effectively connected with your
conduct of a trade or business in the United States, (ii) you are not a bank
whose receipt of interest on the Tortoise Notes is described in Section
881(c)(3)(A) of the Internal Revenue Code, (iii) you do not actually or
constructively own 10 percent or more of the combined voting power of all
classes of the Company's stock entitled to vote, (iv) you are not a controlled
foreign corporation that is related, directly or indirectly to the Company
through stock ownership, or (v) you satisfy the certification requirements
described below.

         To satisfy the certification requirements, either (1) the holder of any
Tortoise Notes must certify, under penalties of perjury, that such holder is a
non-U.S. person and must provide such owner's name, address and taxpayer
identification number, if any, on IRS Form W-8BEN, or (2) a securities clearing
organization, bank or other financial institution that holds customer securities
in the ordinary course of its trade or business and holds the Tortoise Notes on
behalf of the holder thereof must certify, under penalties of perjury, that it
has received a valid and properly executed IRS Form W-8BEN from the beneficial
holder and comply with certain other requirements. Special certification rules
apply for Tortoise Notes held by a foreign partnership and other intermediaries.

         Interest on Tortoise Notes received by a non-U.S. Holder which is not
excluded from U.S. federal withholding tax under the portfolio interest
exemption as described above generally will be subject to withholding at a 30%
rate, except where a non-U.S. Holder can claim the benefits of an applicable tax
treaty to reduce or eliminate such withholding tax and such non-U.S. Holder
provides the Company with a properly executed IRS Form W-8BEN claiming such
exemption or reduction.

         Any capital gain that a non-U.S. Holder realizes on a sale, exchange or
other disposition of Tortoise Notes generally will be exempt from United States
federal income tax, including withholding tax. This exemption will not apply to
you if your gain is effectively connected with your conduct of a trade or
business in the U.S. or you are an individual holder and are present in the U.S.
for 183 days or more in the taxable year of the disposition and either your gain
is attributable to an office or other fixed place of business that you maintain
in the U.S. or you have a tax home in the United States.


                                       59
<PAGE>

                    ADMINISTRATOR, CUSTODIAN, TRANSFER AGENT,
                     PAYING AGENT, TRUSTEE AND AUCTION AGENT


         The Company has engaged U.S. Bancorp Fund Services, LLC to serve as the
Company's administrator. The Company will pay the administrator a monthly fee
computed at an annual rate of 0.07% of the first $300 million of the Company's
Managed Assets, 0.06% on the next $500 million of Managed Assets and 0.04% on
the balance of the Company's Managed Assets, subject to a minimum annual fee of
$45,000.

         Computershare Investor Services, LLC serves as the Company's transfer
agent and dividend paying agent of common shares.

         U.S. Bank N.A. serves as the Company's custodian. The Company will pay
the custodian a monthly fee computed at an annual rate of 0.015% on the first
$100 million of the Company's Managed Assets and 0.01% on the balance of the
Company's Managed Assets, subject to a minimum annual fee of $4,800.


         BNY Midwest Trust Company, N.A. is the Trustee under the Indenture and
acts as transfer agent, registrar, paying agent and redemption agent with
respect to the Tortoise Notes. The Bank of New York serves as the Auction Agent
with respect to the Tortoise Notes.


                                  UNDERWRITING


         Lehman Brothers Inc. and Stifel Nicolaus & Company, Inc. are acting as
underwriters in this offering (the "Underwriters"). Subject to the terms and
conditions contained in the underwriting agreement by and among the
Underwriters, the Adviser and the Company, dated the date of this Prospectus (a
copy of which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part), the Underwriters have agreed to purchase from the
Company, and the Company has agreed to sell to the Underwriters, the principal
amount of Tortoise Notes offered hereby.

         The underwriting agreement provides that the Underwriters are obligated
to purchase, subject to certain conditions, all of the Tortoise Notes being
offered if any are purchased. The conditions contained in the underwriting
agreement include requirements that (1) the representations and warranties made
by the Company to the Underwriters are true, (2) there has been no material
change in the financial markets, and (3) the Company and the Adviser deliver
customary closing documents to the Underwriters.


         After the first Auction that includes Tortoise Notes issued pursuant to
this Prospectus, payment by each purchaser of Tortoise Notes sold through the
Auction will be made in accordance with the procedures described under "The
Auction."

DISCOUNTS AND COMMISSIONS


         The Underwriters have advised the Company that they propose to offer
the Tortoise Notes directly to the public at the public offering price presented
on the cover page of this Prospectus less a selling concession equal to ___% per
note which is equal to __ % of the initial offering price. Investors must pay
for any Tortoise Notes purchased on or before ______________, 2004. After the
offering, the Underwriters may change the offering price and other selling
terms.



                                       60
<PAGE>
INDEMNIFICATION


         The Company and the Adviser have agreed to indemnify the Underwriters
against certain liabilities relating to this offering, including liabilities
under the 1933 Act and liabilities arising from breaches of the representations
and warranties contained in the underwriting agreement and to contribute to
payments that the Underwriters may be required to make for those liabilities.


LISTING


         The Tortoise Notes, which have no history of public trading, will not
be listed on an exchange or automated quotation system. Broker-Dealers may
maintain a secondary trading market in the Tortoise Notes outside of Auctions;
however, they have no obligation to do so, and there can be no assurance that a
secondary market for the Tortoise Notes will develop or, if it does develop,
that it will provide holders with a liquid trading market (i.e., trading will
depend on the presence of willing buyers and sellers and the trading price will
be subject to variables to be determined at the time of the trade by such
Broker-Dealers). The Underwriters are not obligated to make a market in the
Tortoise Notes between Auctions and the market making may be discontinued at any
time at their sole discretion.


ELECTRONIC DISTRIBUTION


         A Prospectus in electronic format may be made available on the Internet
sites or through other online services maintained by the Underwriters or their
affiliates. In those cases, prospective investors may view offering terms online
and prospective investors may be allowed to place orders online. The
Underwriters may allocate a specific number of shares for sale to online
brokerage account holders. Any such allocation for online distributions will be
made by the representative on the same basis as other allocations.

         Other than the Prospectus in electronic format, the information on the
Underwriters' web sites and any information contained in any other web site
maintained by the Underwriters is not part of the Prospectus or the registration
statement of which this Prospectus forms a part, has not been approved and/or
endorsed by the Company and should not be relied upon by investors.


CERTAIN RELATIONSHIPS AND FEES


         To the extent permitted under the 1940 Act and the rules and
regulations promulgated thereunder, the Company anticipates that the
Underwriters may from time to time act as a broker or dealer and receive fees in
connection with the execution of the Company's portfolio transactions after the
Underwriters have ceased to be the Underwriters and, subject to certain
restrictions, each may act as a broker while it is an Underwriter. The Company
anticipates that the Underwriters or one of their affiliates may from time to
time act in Auctions as a Broker-Dealer or dealer and receive fees as described
under "Description of the Tortoise Notes."

         Pursuant to a letter dated November 26, 2003, the Company agreed that
until November 26, 2004, Lehman Brothers Inc. shall have a right, but not the
obligation to act as exclusive underwriter, arranger, and/or advisor with
respect to the issuance of any indebtedness by the Company or other security
that ranks senior to the common stock, other than bank loans. The Company also
has agreed that until November 26, 2004, the Company will not make direct or
indirect minority investments in certain MLPs, or enter into any transaction
that results in the acquisition of any equity investment in these MLPs (other
than open market purchases on a national securities exchange) unless Lehman
Brothers has acted as placement agent in connection with such investment. Any
direct placement fees the issuers of the MLPs in which the Company invests pay
to Lehman Brothers Inc. for acting as placement agent are separate and distinct
from the discounts and commissions that will be paid by the Company in
connection with this

                                       61
<PAGE>

offering. It is anticipated that Lehman Brothers Inc. will pay to Stifel a
mutually agreed upon portion of any such direct placement fees that Lehman
Brothers Inc. receives in connection with the minority investments described
above.


ADDRESS

         Lehman Brothers Inc.'s principal office is located at 745 Seventh
Avenue, New York, New York 10019.


         Stifel, Nicolaus & Company, Inc.'s principal office is located at 501
North Broadway, St. Louis, Missouri 63102.


                                 LEGAL OPINIONS

         Certain legal matters in connection with the Tortoise Notes offered
hereby will be passed upon for the Company by Vedder, Price, Kaufman & Kammholz,
P.C., Chicago, Illinois, and for the Underwriters by Morrison & Foerster LLP,
New York, New York. Vedder, Price, Kaufman & Kammholz, P.C. and Morrison &
Foerster LLP may rely as to certain matters of Maryland law on the opinion of
Venable LLP, Baltimore, Maryland.

                          INTELLECTUAL PROPERTY RIGHTS

         The Company has filed a patent application with the United States
Patent and Trademark Office on aspects of its system and method for managing a
portfolio of master limited partnerships.

                             AVAILABLE INFORMATION


         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and the 1940 Act and is required to file
reports, proxy statements and other information with the Commission. These
documents can be inspected and copied for a fee at the Commission's public
reference room, 450 Fifth Street, N.W., Washington, D.C. 20549. Reports, proxy
statements, and other information about the Company can be inspected at the
offices of the Commission.

         This Prospectus does not contain all of the information in the
Company's registration statement, including amendments, exhibits, and schedules.
Statements in this Prospectus about the contents of any contract or other
document are not necessarily complete and in each instance reference is made to
the copy of the contract or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
this reference.

         Additional information about the Company and Tortoise Notes can be
found in the Company's Registration Statement (including amendments, exhibits,
and schedules) on Form N-2 filed with the Commission. The Commission maintains a
web site (http://www.sec.gov) that contains the Company's Registration
Statement, other documents incorporated by reference, and other information the
Company has filed electronically with the Commission, including proxy statements
and reports filed under the Securities Exchange Act of 1934.


                                       62
<PAGE>


                                TABLE OF CONTENTS
                   FOR THE STATEMENT OF ADDITIONAL INFORMATION


Use of Proceeds..............................................................S-1
Investment Limitations.......................................................S-1
Investment Objective and Principal Investment Strategies.....................S-3
Management of the Company...................................................S-15
Net Asset Value.............................................................S-23
Portfolio Transactions......................................................S-24
Additional Information Concerning the Auction...............................S-25
Certain Federal Income Tax Matters..........................................S-26
Proxy Voting Policies.......................................................S-31
Independent Registered Public Accounting Firm...............................S-32
Custodian...................................................................S-32
Additional Information......................................................S-32
Financial Statements.........................................................F-1
Appendix A- Summary of Certain Provisions of the Indenture...................A-1
Appendix B- Tortoise Notes Auction Procedures................................B-1
Appendix C- Rating of Investments............................................C-1



                                       63
<PAGE>



         Until _________, 2004 (25 days after the date of this Prospectus) all
dealers that buy, sell or trade the Tortoise Notes, whether or not participating
in this offering, may be required to deliver a Prospectus. This is in addition
to the dealer's obligation to deliver a Prospectus when acting as an underwriter
and with respect to their unsold allotments or subscriptions.


================================================================================









                                  $110,000,000
                                 TORTOISE ENERGY
                           INFRASTRUCTURE CORPORATION

                  AUCTION RATE SENIOR NOTES ("TORTOISE NOTES")
                          $________, SERIES A, DUE 2044
                          $________, SERIES B, DUE 2044
                              ____________________



                                   PROSPECTUS

                                               , 2004

                              ____________________



                                 LEHMAN BROTHERS
                            STIFEL NICOLAUS & COMPANY
                                  INCORPORATED






                                       i



<PAGE>


                 SUBJECT TO COMPLETION, DATED ___________, 2004

         The information in this Statement of Additional Information is not
complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This Statement of Additional Information is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                       STATEMENT OF ADDITIONAL INFORMATION


         Tortoise Energy Infrastructure Corporation, a Maryland corporation (the
"Company"), is a recently organized, nondiversified, closed-end management
investment company.

         This Statement of Additional Information relating to the Company's
auction rate senior notes ("Tortoise Notes"), Series A and Series B, does not
constitute a prospectus, but should be read in conjunction with the Company's
Prospectus relating thereto dated ___________, 2004. This Statement of
Additional Information does not include all information that a prospective
investor should consider before purchasing Tortoise Notes. Investors should
obtain and read the Company's Prospectus prior to purchasing Tortoise Notes. A
copy of the Company's Prospectus may be obtained without charge by calling (888)
728-8784. You also may obtain a copy of the Company's Prospectus on the
Securities and Exchange Commission's web site (http://www.sec.gov). Capitalized
terms used but not defined in this Statement of Additional Information have the
meanings ascribed to them in the Prospectus. This Statement of Additional
Information is dated ____________, 2004.


<PAGE>

                                TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----


Use of Proceeds..............................................................S-1
Investment Limitations.......................................................S-1
Investment Objective and Principal Investment Strategies.....................S-3
Management of the Company...................................................S-15
Net Asset Value.............................................................S-23
Portfolio Transactions......................................................S-24
Additional Information Concerning the Auction...............................S-25
Certain Federal Income Tax Matters..........................................S-26
Proxy Voting Policies.......................................................S-31
Independent Registered Public Accounting Firm...............................S-32
Custodian...................................................................S-32
Additional Information......................................................S-32
Financial Statements.........................................................F-1
Appendix A- Summary of Certain Provisions of the Indenture...................A-1
Appendix B- Tortoise Notes Auction Procedures................................B-1
Appendix C- Rating of Investments............................................C-1


                                       i

<PAGE>

                                 USE OF PROCEEDS


         The net proceeds of the offering of Tortoise Notes (the "Offering")
will be approximately $108,564,500 after the payment of the underwriting
discounts and commissions and estimated offering costs. The Company will invest
the net proceeds of the Offering as soon as practicable in accordance with the
Company's investment objective and policies as stated below. The Company
anticipates that it will be able to invest substantially all of the net proceeds
in securities that meet its investment objective and policies within three
months after completion of the Offering. Pending such investment, the Company
anticipates that the proceeds will be invested in short-term securities issued
by the U.S. government or its agencies or instrumentalities or in high quality,
short-term money market instruments.


                             INVESTMENT LIMITATIONS


         This section supplements the disclosure in the Prospectus and provides
additional information on the Company's investment limitations. Fundamental
investment limitations may not be changed without the approval of the holders of
a majority of the Company's outstanding voting securities (which for this
purpose and under the Investment Company Act of 1940, as amended (the "1940
Act"), means the lesser of (1) 67% of the shares represented at a meeting at
which more than 50% of the outstanding shares are represented or (2) more than
50% of the outstanding shares).


         Investment limitations stated as a maximum percentage of the Company's
assets are only applied immediately after, and because of, an investment or a
transaction by the Company to which the limitation is applicable (other than the
limitations on borrowing). Accordingly, any later increase or decrease resulting
from a change in values, net assets or other circumstances will not be
considered in determining whether the investment complies with the Company's
investment limitations.

FUNDAMENTAL INVESTMENT LIMITATIONS

         The following are the Company's fundamental investment limitations set
forth in their entirety. The Company may not:

                  (1) issue senior securities, except as permitted by the 1940
         Act and the rules and interpretive positions of the SEC thereunder;

                  (2) borrow money, except as permitted by the 1940 Act and the
         rules and interpretive positions of the SEC thereunder;

                  (3) make loans, except by the purchase of debt obligations, by
         entering into repurchase agreements or through the lending of portfolio
         securities and as otherwise permitted by the 1940 Act and the rules and
         interpretive positions of the SEC thereunder;

                  (4) concentrate (invest 25% or more of total assets) its
         investments in any particular industry, except that the Company will
         concentrate its assets in the group of industries constituting the
         energy infrastructure sector;


                  (5) underwrite securities issued by others, except to the
         extent that the Company may be considered an underwriter within the
         meaning of the Securities Act of 1933, as amended (the "1933 Act"), in
         the disposition of restricted securities held in its portfolio;


                                      S-1

<PAGE>

                  (6) purchase or sell real estate unless acquired as a result
         of ownership of securities or other instruments, except that the
         Company may invest in securities or other instruments backed by real
         estate or securities of companies that invest in real estate or
         interests therein; and

                  (7) purchase or sell physical commodities unless acquired as a
         result of ownership of securities or other instruments, except that the
         Company may purchase or sell options and futures contracts or invest in
         securities or other instruments backed by physical commodities.

NONFUNDAMENTAL INVESTMENT POLICIES

         All other investment policies of the Company are considered
nonfundamental and may be changed by the Board of Directors (the "Board")
without prior approval of the Company's outstanding voting shares.

         The Company has adopted the following nonfundamental policies:

         (1)      Under normal circumstances, the Company will invest at least
                  90% of its total assets (including assets obtained through
                  leverage) in securities of energy infrastructure companies.

         (2)      The Company will invest at least 70% and up to 100% of its
                  total assets in equity securities issued by master limited
                  partnerships ("MLPs").


         (3)      The Company may invest up to 30% of its total assets in
                  restricted securities, primarily through direct placements.
                  The types of direct placements that the Company may purchase
                  include MLP convertible subordinated units, MLP common units
                  and securities of private energy infrastructure companies
                  (i.e., non-MLPs). Investments in private companies that do not
                  have any publicly traded shares or units are limited to 5% of
                  the Company's total assets.

         (4)      The Company may invest up to 25% of its total assets in debt
                  securities of energy infrastructure companies, including
                  securities rated below investment grade (commonly referred to
                  as "junk bonds"). Below investment grade debt securities will
                  be rated at least B3 by Moody's Investors Service, Inc.
                  ("Moody's") and at least B- by Standard & Poor's Ratings Group
                  ("S&P") at the time of purchase, or comparably rated by
                  another statistical rating organization or if unrated,
                  determined to be of comparable quality by the Adviser.

         (5)      The Company will not invest more than 10% of its total assets
                  in any single issuer.


         (6)      The Company will not engage in short sales.


         Currently under the 1940 Act, the Company is not permitted to incur
indebtedness unless immediately after such borrowing the Company has asset
coverage of at least 300% of the aggregate outstanding principal balance of
indebtedness (i.e., such indebtedness may not exceed 33 1/3% of the value of the
Company's total assets). Additionally, currently under the 1940 Act, the Company
may not declare any dividend or other distribution upon its common or preferred
stock, or purchase any such stock, unless the aggregate indebtedness of the
Company has, at the time of the declaration of any such dividend or distribution
or at the time of any such purchase, an asset coverage of at least 300% after
deducting the amount of such dividend, distribution, or purchase price, as the
case may be. Currently under the 1940 Act, the Company is not permitted to issue
preferred stock unless immediately after such issuance the Company has asset
coverage of at least 200% of the liquidation value of the outstanding

                                      S-2

<PAGE>

preferred stock (i.e., such liquidation value may not exceed 50% of the value of
the Company's total assets). In addition, currently under the 1940 Act, the
Company is not permitted to declare any cash dividend or other distribution on
its common stock unless, at the time of such declaration, the Company's total
assets less liabilities and indebtedness not represented by senior securities
(determined after deducting the amount of such dividend or distribution) are at
least 200% of such liquidation value.

         Under the 1940 Act, a "senior security" does not include any promissory
note or evidence of indebtedness where such loan is for temporary purposes only
and in an amount not exceeding 5% of the value of the total assets of the issuer
at the time the loan is made. A loan is presumed to be for temporary purposes if
it is repaid within sixty days and is not extended or renewed. Both transactions
involving indebtedness and any preferred stock issued by the Company would be
considered senior securities under the 1940 Act, and as such, are subject to the
asset coverage requirements discussed above.


         Currently under the 1940 Act, the Company is not permitted to lend
money or property to any person, directly or indirectly, if such person controls
or is under common control with the Company, except for a loan from the Company
to a company which owns all of the outstanding securities of the Company.
Currently, under interpretative positions of the staff of the SEC, the Company
may not have on loan at any given time securities representing more than
one-third of its total assets.

         The Company interprets its policies with respect to borrowing and
lending to permit such activities as may be lawful for the Company, to the full
extent permitted by the 1940 Act or by exemption from the provisions therefrom
pursuant to an exemptive order of the SEC.


         The Company interprets its policy with respect to concentration to
include energy infrastructure companies, as defined in the Prospectus and below.
See "Investment Objective and Principal Investment Strategies."

         Under the 1940 Act, the Company may, but does not intend to, invest up
to 10% of its total assets in the aggregate in shares of other investment
companies and up to 5% of its total assets in any one investment company,
provided the investment does not represent more than 3% of the voting stock of
the acquired investment company at the time such shares are purchased. As a
shareholder in any investment company, the Company will bear its ratable share
of that investment company's expenses, and would remain subject to payment of
the Company's advisory fees and other expenses with respect to assets so
invested. Holders of common stock would therefore be subject to duplicative
expenses to the extent the Company invests in other investment companies. In
addition, the securities of other investment companies may also be leveraged and
will therefore be subject to the same leverage risks described herein and in the
Prospectus. The net asset value and market value of leveraged shares will be
more volatile and the yield to shareholders will tend to fluctuate more than the
yield generated by unleveraged shares. A material decline in net asset value may
impair the Company's ability to maintain asset coverage on Tortoise Notes or to
make interest or principal payments thereon.

            INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES


         The Prospectus presents the investment objective and the principal
investment strategies and risks of the Company. This section supplements the
disclosure in the Company's Prospectus and provides additional information on
the Company's investment policies, strategies and risks. Restrictions or
policies stated as a maximum percentage of the Company's assets are only applied
immediately after a portfolio investment to which the policy or restriction is
applicable (other than the limitations on borrowing). Accordingly, any later
increase or decrease resulting from a change in values, net assets or other
circumstances will not be considered in determining whether the investment
complies with the Company's restrictions and policies.

                                      S-3

<PAGE>


         The Company's investment objective is to seek a high level of total
return with an emphasis on current distributions paid to stockholders. For
purposes of the Company's investment objective, total return includes capital
appreciation of, and all distributions received from, securities in which the
Company will invest regardless of the tax character of the distribution. There
is no assurance that the Company will achieve its objective. The investment
objective and the investment policies discussed below are nonfundamental. The
Board of the Company may change the investment objective, or any policy or
limitation that is not fundamental, without a stockholder vote. Stockholders
will receive at least 60 days' prior written notice of any change to the
nonfundamental investment policy of investing at least 90% of total assets in
energy infrastructure companies. Unlike most other investment companies, the
Company will not be treated as a regulated investment company under the U.S.
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").
Therefore, the Company will be taxed as a regular "C" corporation and will be
subject to federal and applicable state corporate income taxes.

         Under normal circumstances, the Company invests at least 90% of total
assets (including assets obtained through leverage) in securities of energy
infrastructure companies. Energy infrastructure companies engage in the business
of transporting, processing, storing, distributing or marketing natural gas,
natural gas liquids (primarily propane), coal, crude oil or refined petroleum
products, or exploring, developing, managing or producing such commodities.
Companies that provide energy-related services to the foregoing businesses also
are considered energy infrastructure companies, if they derive at least 50% of
revenues from the provision of energy-related services to such companies. The
Company invests at least 70% of its total assets in a portfolio of equity
securities of energy infrastructure companies that are MLPs that the Adviser
believes offer attractive distribution rates and capital appreciation potential.
MLP equity securities (known as units) currently consist of common units,
convertible subordinated units and pay-in-kind units or I-Shares ("I-Shares").
The Company also may invest in other securities, consistent with its investment
objective and fundamental and nonfundamental policies.


         The following pages contain more detailed information about the types
of issuers and instruments in which the Company may invest, strategies the
Adviser may employ in pursuit of the Company's investment objective and a
discussion of related risks. The Adviser may not buy these instruments or use
these techniques unless it believes that doing so will help the Company achieve
its objective.

ENERGY INFRASTRUCTURE COMPANIES


         For purposes of the Company's policy of investing 90% of its total
assets in securities of energy infrastructure companies, an energy
infrastructure company is one that derives each year at least 50% of its gross
income from "Qualifying Income" under Section 7704 of the Internal Revenue Code
or one that derives at least 50% of its revenues from the provision of services
directly related to the generation of Qualifying Income. Qualifying Income is
defined as any income and gains from the exploration, development, mining or
production, processing, refining, transportation (including pipelines
transporting gas, oil or products thereof), or the marketing of any mineral or
natural resource (including fertilizer, geothermal energy, and timber); or the
transportation, delivery or processing of natural resources or minerals.

          Energy infrastructure MLPs are limited partnerships that derive each
year at least 90% of their gross income from Qualifying Income and are taxed as
partnerships, thereby, eliminating federal income tax at the entity level. The
business of energy infrastructure MLPs is affected by supply and demand for
energy commodities because most MLPs derive revenue and income based upon the
volume of the underlying commodity transported, processed, distributed, and/or
marketed. Specifically, processing and coal MLPs may be directly affected by
energy commodity prices. Propane MLPs own the underlying energy commodity, and
therefore have direct exposure to energy commodity prices, although the Adviser
seeks high quality MLPs that are able to mitigate or manage direct margin
exposure to commodity prices.

                                      S-4

<PAGE>

Pipeline MLPs have indirect commodity exposure to oil and gas price volatility
because although they do not own the underlying energy commodity, the general
level of commodity prices may affect the volume of the commodity the MLP
delivers to its customers and the cost of providing services such as
distributing natural gas liquids. The MLP sector in general could be hurt by
market perception that MLP's performance and valuation are tied directly to
commodity prices.

         Energy infrastructure companies (other than most pipeline MLPs) do not
operate as "public utilities" or "local distribution companies," and therefore
are not subject to rate regulation by state or federal utility commissions.
However, energy infrastructure companies may be subject to greater competitive
factors than utility companies, including competitive pricing in the absence of
regulated tariff rates, which could cause a reduction in revenue and which could
affect adversely profitability. Most pipeline MLPs are subject to government
regulation concerning the construction, pricing and operation of pipelines.
Pipeline MLPs are able to set prices (rates or tariffs) to cover operating
costs, depreciation and taxes, and provide a return on investment. These rates
are monitored by the Federal Energy Regulatory Commission (FERC) which seeks to
ensure that consumers receive adequate and reliable supplies of energy at the
lowest possible price while providing energy suppliers and transporters a just
and reasonable return on capital investment and the opportunity to adjust to
changing market conditions.

         Energy infrastructure MLPs in which the Company will invest generally
can be classified in the following categories:

                  Pipeline MLPs. Pipeline MLPs are common carrier transporters
         of natural gas, natural gas liquids (primarily propane, ethane, butane
         and natural gasoline), crude oil or refined petroleum products
         (gasoline, diesel fuel and jet fuel). Pipeline MLPs also may operate
         ancillary businesses such as storage and marketing of such products.
         Revenue is derived from capacity and transportation fees. Historically,
         pipeline output has been less exposed to cyclical economic forces due
         to its low cost structure and government-regulated nature. In addition,
         most pipeline MLPs have limited direct commodity price exposure because
         they do not own the product being shipped.

                  Processing MLPs. Processing MLPs are gatherers and processors
         of natural gas as well as providers of transportation, fractionation
         and storage of natural gas liquids ("NGLs"). Revenue is derived from
         providing services to natural gas producers, which require treatment or
         processing before their natural gas commodity can be marketed to
         utilities and other end user markets. Revenue for the processor is fee
         based, although it is not uncommon to have some participation in the
         prices of the natural gas and NGL commodities for a portion of revenue.

                  Propane MLPs. Propane MLPs are distributors of propane to
         homeowners for space and water heating. Revenue is derived from the
         resale of the commodity on a margin over wholesale cost. The ability to
         maintain margin is a key to profitability. Propane serves approximately
         3% of the household energy needs in the United States, largely for
         homes beyond the geographic reach of natural gas distribution
         pipelines. Approximately 70% of annual cash flow is earned during the
         winter heating season (October through March). Accordingly, volumes are
         weather dependent, but have utility type functions similar to
         electricity and natural gas.

                  Coal MLPs. Coal MLPs own, lease and manage coal reserves.
         Revenue is derived from production and sale of coal, or from royalty
         payments related to leases to coal producers. Electricity generation is
         the primary use of coal in the United States. Demand for electricity
         and supply of alternative fuels to generators are the primary drivers
         of coal demand. Coal MLPs are subject to operating and production
         risks, such as: the MLP or a lessee meeting necessary production
         volumes; federal, state and local laws and regulations which may limit
         the ability to


                                      S-5

<PAGE>

         produce coal; the MLP's ability to manage production costs and pay
         mining reclamation costs; and the effect on demand that the Clean Air
         Act standards have on coal-end users.

         MLPs typically achieve distribution growth by internal and external
means. MLPs achieve growth internally by experiencing higher commodity volume
driven by the economy and population, and through the expansion of existing
operations including increasing the use of underutilized capacity, pursuing
projects that can leverage and gain synergies with existing infrastructure and
pursuing so called "greenfield projects." External growth is achieved by making
accretive acquisitions. While opportunities for growth by acquisition appear
abundant based on current market conditions, especially for smaller MLPs, the
Adviser expects MLPs to grow primarily through internal means.


         MLPs are subject to various federal, state and local environmental laws
and health and safety laws as well as laws and regulations specific to their
particular activities. Such laws and regulations address: health and safety
standards for the operation of facilities, transportation systems and the
handling of materials; air and water pollution requirements and standards; solid
waste disposal requirements; land reclamation requirements; and requirements
relating to the handling and disposition of hazardous materials. Energy
infrastructure MLPs are subject to the costs of compliance with such laws
applicable to them, and changes in such laws and regulations may affect
adversely their results of operations.


         MLPs operating interstate pipelines and storage facilities are subject
to substantial regulation by FERC, which regulates interstate transportation
rates, services and other matters regarding natural gas pipelines including: the
establishment of rates for service; regulation of pipeline storage and liquefied
natural gas facility construction; issuing certificates of need for companies
intending to provide energy services or constructing and operating interstate
pipeline and storage facilities; and certain other matters. FERC also regulates
the interstate transportation of crude oil, including: regulation of rates and
practices of oil pipeline companies; establishing equal service conditions to
provide shippers with equal access to pipeline transportation; and establishment
of reasonable rates for transporting petroleum and petroleum products by
pipeline.

         Energy infrastructure MLPs may be subject to liability relating to the
release of substances into the environment, including liability under federal
"SuperFund" and similar state laws for investigation and remediation of releases
and threatened releases of hazardous materials, as well as liability for injury
and property damage for accidental events, such as explosions or discharges of
materials causing personal injury and damage to property. Such potential
liabilities could have a material adverse effect upon the financial condition
and results of operations of energy infrastructure MLPs.

         Energy infrastructure MLPs are subject to numerous business related
risks, including: deterioration of business fundamentals reducing profitability
due to development of alternative energy sources, changing demographics in the
markets served, unexpectedly prolonged and precipitous changes in commodity
prices and increased competition which takes market share; the lack of growth of
markets requiring growth through acquisitions; disruptions in transportation
systems; the dependence of certain MLPs upon the energy exploration and
development activities of unrelated third parties; availability of capital for
expansion and construction of needed facilities; a significant decrease in
natural gas production due to depressed commodity prices or otherwise; the
inability of MLPs to successfully integrate recent or future acquisitions; and
the general level of the economy.

         Although the Company emphasizes investments in MLPs, it also may invest
in energy infrastructure companies that are not organized as MLPs. Non-MLP
companies may include companies that operate energy assets but which are
organized in corporate rather than in partnership form. Generally, the
partnership form is more suitable for companies that operate assets which
generate more stable cash flows. Companies that operate "midstream" assets
(e.g., transporting, processing, storing, distributing and marketing) tend to
generate more stable cash flows than those that engage in exploration

                                      S-6

<PAGE>

and development or delivery of products to the end consumer. Non-MLP companies
also may include companies that provide services directly related to the
generation of income from energy-related assets, such as oil drilling services,
pipeline construction and maintenance, and compression services.


         The energy industry and particular energy infrastructure companies may
be affected adversely by possible terrorist attacks, such as the attacks that
occurred on September 11, 2001. It is possible that facilities of energy
infrastructure companies, due to the critical nature of their energy businesses
to the United States, could be direct targets of terrorist attacks or be
affected indirectly by attacks on others. They may incur significant additional
costs in the future to safeguard their assets. In addition, changes in the
insurance markets after September 11, 2001 may make certain types of insurance
more difficult to obtain or obtainable only at significant additional cost. To
the extent terrorism results in a lower level economic activity, energy
consumption could be adversely affected, which would reduce revenues and impede
growth. Terrorist or war related disruption of the capital markets could also
affect the ability of energy infrastructure companies to raise needed capital.


MASTER LIMITED PARTNERSHIPS


         Under normal circumstances the Company invests at least 70% of its
total assets in equity securities of MLPs. An MLP is an entity that is taxed as
a partnership and that derives each year at least 90% of its gross income from
Qualifying Income. An MLP is a limited partnership the interests in which (known
as units) are traded on securities exchanges or over-the-counter. Organization
as a partnership and compliance with the Qualifying Income rules eliminates
federal income tax at the entity level.


         An MLP has one or more general partners (who may be individuals,
corporations, or other partnerships) which manage the partnership, and limited
partners, which provide capital to the partnership but have no role in its
management. Typically, the general partner is owned by company management or
another publicly traded sponsoring corporation. When an investor buys units in a
MLP, he or she becomes a limited partner.

         MLPs are formed in several ways. A nontraded partnership may decide to
go public. Several nontraded partnerships may roll up into a single MLP. A
corporation may spin-off a group of assets or part of its business into a MLP of
which it is the general partner, to realize the assets' full value on the
marketplace by selling the assets and using the cash proceeds received from the
MLP to address debt obligations or to invest in higher growth opportunities,
while retaining control of the MLP. A corporation may fully convert to a MLP,
although since 1986 the tax consequences have made this an unappealing option
for most corporations. Also, a newly formed company may operate as a MLP from
its inception.

         The sponsor or general partner of an MLP, other energy companies, and
utilities may sell assets to MLPs in order to generate cash to fund expansion
projects or repay debt. The MLP structure essentially transfers cash flows
generated from these acquired assets directly to MLP limited partner unit
holders.


         In the case of an MLP buying assets from its sponsor or general partner
the transaction is intended to be based upon comparable terms in the acquisition
market for similar assets. To help insure that appropriate protections are in
place, the board of the MLP generally creates an independent committee to review
and approve the terms of the transaction. The committee often obtains a fairness
opinion and can retain counsel or other experts to assist its evaluation. Since
both parties normally have a significant equity stake in the MLP, both parties
are aligned to see that the transaction is accretive and fair to the MLP.


         MLPs tend to pay relatively higher distributions than other types of
companies and the Company intends to use these MLP distributions in an effort to
meet its investment objective.

                                      S-7

<PAGE>

         As a motivation for the general partner to successfully manage the MLP
and increase cash flows, the terms of MLPs typically provide that the general
partner receives a larger portion of the net income as distributions reach
higher target levels. As cash flow grows, the general partner receives a greater
interest in the incremental income compared to the interest of limited partners.
Although the percentages vary among MLPs, the general partner's marginal
interest in distributions generally increases from 2% to 15% at the first
designated distribution target level moving up to 25% and ultimately 50% as
pre-established distribution per unit thresholds are met. Nevertheless, the
aggregate amount distributed to limited partners will increase as MLP
distributions reach higher target levels. Given this incentive structure, the
general partner has an incentive to streamline operations and undertake
acquisitions and growth projects in order to increase distributions to all
partners.


         Because the MLP itself does not pay federal income tax, its income or
loss is allocated to its investors, irrespective of whether the investors
receive any cash payment from the MLP. An MLP typically makes quarterly cash
distributions. Although they resemble corporate dividends, MLP distributions are
treated differently for federal income tax purposes. The MLP distribution is
treated as a return of capital to the extent of the investor's basis in his MLP
interest and, to the extent the distribution exceeds the investor's basis in the
MLP, capital gain. The investor's original basis is the price paid for the
units. The basis is adjusted downwards with each distribution and allocation of
deductions (such as depreciation) and losses, and upwards with each allocation
of income.

         When the units are sold, the difference between the sales price and the
investor's adjusted basis is gain or loss for federal income tax purposes. The
partner generally will not be taxed on distributions until (1) he sells his MLP
units and pays tax on his gain, which gain is increased due to the basis
decrease resulting from prior distributions; or (2) his basis reaches zero.

         For a further discussion and a description of MLP federal income tax
matters, see the section entitled "Certain Federal Income Tax Matters."


THE COMPANY'S INVESTMENTS

         The types of securities in which the Company may invest include, but
are not limited to, the following:


         Equity Securities. Consistent with its investment objective, the
Company may invest up to 100% of its total assets in equity securities issued by
energy infrastructure MLPs, including common units, convertible subordinated
units and I-Shares (each discussed below). The Company also may invest up to 30%
of total assets in equity securities of non-MLPs.


         The value of equity securities will be affected by changes in the stock
markets, which may be the result of domestic or international political or
economic news, changes in interest rates or changing investor sentiment. At
times, stock markets can be volatile and stock prices can change substantially.
Equity securities risk will affect the Company's net asset value per share,
which will fluctuate as the value of the securities held by the Company change.
Not all stock prices change uniformly or at the same time, and not all stock
markets move in the same direction at the same time. Other factors affect a
particular stock's prices, such as poor earnings reports by an issuer, loss of
major customers, major litigation against an issuer, or changes in governmental
regulations affecting an industry. Adverse news affecting one company can
sometimes depress the stock prices of all companies in the same industry. Not
all factors can be predicted.

         Investing in securities of smaller companies may involve greater risk
than is associated with investing in more established companies. Smaller
capitalization companies may have limited product

                                      S-8

<PAGE>

lines, markets or financial resources; may lack management depth or experience;
and may be more vulnerable to adverse general market or economic developments
than larger more established companies.

         MLP Common Units. MLP common units represent an equity ownership
interest in a partnership, providing limited voting rights and entitling the
holder to a share of the company's success through distributions and/or capital
appreciation. Unlike shareholders of a corporation, common unit holders do not
elect directors annually and generally have the right to vote only on certain
significant events, such as mergers, a sale of substantially all of the assets,
removal of the general partner or material amendments to the partnership
agreement. MLPs are required by their partnership agreements to distribute a
large percentage of their current operating earnings. Common unit holders
generally have first right to a minimum quarterly distribution ("MQD") prior to
distributions to the convertible subordinated unit holders or the general
partner (including incentive distributions). Common unit holders typically have
arrearage rights if the MQD is not met. In the event of liquidation, MLP common
unit holders have first rights to the partnership's remaining assets after
bondholders, other debt holders, and preferred unit holders have been paid in
full. MLP common units trade on a national securities exchange or
over-the-counter.


         MLP Convertible Subordinated Units. MLP convertible subordinated units
typically are issued by MLPs to founders, corporate general partners of MLPs,
entities that sell assets to the MLP, and institutional investors. The purpose
of the convertible subordinated units is to increase the likelihood that during
the subordination period there will be available cash to be distributed to
common unit holders. The Company expects to purchase subordinated units in
direct placements from such persons. Convertible subordinated units generally
are not entitled to distributions until holders of common units have received
specified MQD, plus any arrearages, and may receive less in distributions upon
liquidation. Convertible subordinated unit holders generally are entitled to MQD
prior to the payment of incentive distributions to the general partner, but are
not entitled to arrearage rights. Therefore, they generally entail greater risk
than MLP common units. They are generally convertible automatically into the
senior common units of the same issuer at a one-to-one ratio upon the passage of
time or the satisfaction of certain financial tests. These units do not trade on
a national exchange or over-the-counter, and there is no active market for
convertible subordinated units. The value of a convertible security is a
function of its worth if it were converted into the underlying common units.
Convertible subordinated units generally have similar voting rights to MLP
common units.

         MLP I-Shares. I-Shares represent an indirect investment in MLP common
units. I-Shares are equity securities issued by affiliates of MLPs, typically a
limited liability company, that owns an interest in and manages the MLP. The
issuer has management rights but is not entitled to incentive distributions. The
I-Share issuer's assets consist exclusively of MLP common units. Distributions
to I-Share holders are made in the form of additional I-Shares, generally equal
in amount to the cash distribution received by common unit holders of the MLP.
The issuer of the I-Share is taxed as a corporation, however, the MLP does not
allocate income or loss to the I-Share issuer. Accordingly, investors receive a
Form 1099, are not allocated their proportionate share of income of the MLP and
are not subject to state income tax filing obligations solely as a result of
holding such I-Shares. Distributions of I-Shares do not generate unrelated
business taxable income and are qualifying income for mutual fund investors.

         Debt Securities. The Company may invest up to 25% of its total assets
in debt securities of energy infrastructure companies, including certain
securities rated below investment grade ("junk bonds"). The Company's debt
securities may have fixed or variable principal payments and all types of
interest rate and dividend payment and reset terms, including fixed rate,
adjustable rate, zero coupon, contingent, deferred, payment in kind and auction
rate features. If a security satisfies the Company's minimum rating criteria at
the time of purchase and is subsequently downgraded below such rating, the
Company will not be required to dispose of such security. If a downgrade occurs,
the Adviser will

                                      S-9

<PAGE>


consider what action, including the sale of such security, is in the best
interest of the Company and its stockholders.


         Below Investment Grade Debt Securities. The Company may invest up to
25% of the Company's assets in below investment grade securities. The below
investment grade debt securities in which the Company invests are rated from B3
to Ba1 by Moody's, from B- to BB+ by S&P's, are comparably rated by another
nationally recognized rating agency or are unrated but determined by the Adviser
to be of comparable quality.

         Investment in below investment grade securities involves substantial
risk of loss. Below investment grade debt securities or comparable unrated
securities are commonly referred to as "junk bonds" and are considered
predominantly speculative with respect to the issuer's ability to pay interest
and principal and are susceptible to default or decline in market value due to
adverse economic and business developments. The market values for high yield
securities tend to be very volatile, and these securities are less liquid than
investment grade debt securities. For these reasons, investment in the Company
is subject to the following specific risks:

         o        increased price sensitivity to changing interest rates and to
                  a deteriorating economic environment;

         o        greater risk of loss due to default or declining credit
                  quality;

         o        adverse company specific events are more likely to render the
                  issuer unable to make interest and/or principal payments; and

         o        if a negative perception of the below investment grade debt
                  market develops, the price and liquidity of below investment
                  grade debt securities may be depressed. This negative
                  perception could last for a significant period of time.


         Adverse changes in economic conditions are more likely to lead to a
weakened capacity of a below investment grade debt issuer to make principal
payments and interest payments than an investment grade issuer. The principal
amount of below investment grade securities outstanding has proliferated in the
past decade as an increasing number of issuers have used below investment grade
securities for corporate financing. An economic downturn could affect severely
the ability of highly leveraged issuers to service their debt obligations or to
repay their obligations upon maturity. Similarly, down-turns in profitability in
specific industries, such as the energy infrastructure industry, could adversely
affect the ability of below investment grade debt issuers in that industry to
meet their obligations. The market values of lower quality debt securities tend
to reflect individual developments of the issuer to a greater extent than do
higher quality securities, which react primarily to fluctuations in the general
level of interest rates. Factors having an adverse impact on the market value of
lower quality securities may have an adverse effect on the Company's net asset
value and the market value of its common stock. In addition, the Company may
incur additional expenses to the extent it is required to seek recovery upon a
default in payment of principal or interest on its portfolio holdings. In
certain circumstances, the Company may be required to foreclose on an issuer's
assets and take possession of its property or operations. In such circumstances,
the Company would incur additional costs in disposing of such assets and
potential liabilities from operating any business acquired.


         The secondary market for below investment grade securities may not be
as liquid as the secondary market for more highly rated securities, a factor
which may have an adverse effect on the Company's ability to dispose of a
particular security when necessary to meet its liquidity needs. There are fewer
dealers in the market for below investment grade securities than investment
grade obligations. The prices quoted by different dealers may vary significantly
and the spread between the bid and asked

                                      S-10

<PAGE>

price is generally much larger than higher quality instruments. Under adverse
market or economic conditions, the secondary market for below investment grade
securities could contract further, independent of any specific adverse changes
in the condition of a particular issuer, and these instruments may become
illiquid. As a result, the Company could find it more difficult to sell these
securities or may be able to sell the securities only at prices lower than if
such securities were widely traded. Prices realized upon the sale of such lower
rated or unrated securities, under these circumstances, may be less than the
prices used in calculating the Company's net asset value.

         Because investors generally perceive that there are greater risks
associated with lower quality debt securities of the type in which the Company
may invest a portion of its assets, the yields and prices of such securities may
tend to fluctuate more than those for higher rated securities. In the lower
quality segments of the debt securities market, changes in perceptions of
issuers' creditworthiness tend to occur more frequently and in a more pronounced
manner than do changes in higher quality segments of the debt securities market,
resulting in greater yield and price volatility.

         The Company will not invest in distressed, below investment grade
securities (those that are in default or the issuers of which are in
bankruptcy). If a debt security becomes distressed while held by the Company,
the Company may be required to bear extraordinary expenses in order to protect
and recover its investment if it is recoverable at all.


         See Appendix C to this Statement of Additional Information for a
description of Moody's, Fitch Ratings ("Fitch")'s and S&P's ratings.

         Restricted, Illiquid and Thinly-Traded Securities. The Company may
invest up to 30% of its total assets in restricted securities, primarily through
direct placements of MLP securities. Restricted securities obtained by means of
direct placement are less liquid than securities traded in the open market,
therefore, the Company may not be able to readily sell such securities.
Investments currently considered by the Adviser to be illiquid because of such
restrictions include convertible subordinated units and certain direct
placements of common units. Such securities are unlike securities that are
traded in the open market and which can be expected to be sold immediately if
the market is adequate. The sale price of securities that are not readily
marketable may be lower or higher than the Company's most recent determination
of their fair value. Additionally, the value of these securities typically
requires more reliance on the judgment of the Adviser than that required for
securities for which there is an active trading market. Due to the difficulty in
valuing these securities and the absence of an active trading market for these
investments, the Company may not be able to realize these securities' true
value, or may have to delay their sale in order to do so.


         Restricted securities generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the 1933 Act, or
in a registered public offering. The Adviser has the ability to deem restricted
securities as liquid. To enable the Company to sell its holdings of a restricted
security not registered under the 1933 Act, the Company may have to cause those
securities to be registered. When the Company must arrange registration because
the Company wishes to sell the security, a considerable period may elapse
between the time the decision is made to sell the security and the time the
security is registered so that the Company could sell it. The Company would bear
the risks of any downward price fluctuation during that period.

         In recent years, a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including private
placements, repurchase agreements, commercial paper, foreign securities and
corporate bonds and notes. These instruments are often restricted securities
because the securities are either themselves exempt from registration or sold in
transactions not requiring registration, such as Rule 144A transactions.
Institutional investors generally will not seek to sell these instruments to the
general public, but instead will often depend on an efficient institutional
market in

                                      S-11

<PAGE>

which such unregistered securities can be readily resold or on an issuer's
ability to honor a demand for repayment. Therefore, the fact that there are
contractual or legal restrictions on resale to the general public or certain
institutions is not dispositive of the liquidity of such investments.

         Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted securities
that exist or may develop as a result of Rule 144A may provide both readily
ascertainable values for restricted securities and the ability to liquidate an
investment. An insufficient number of qualified institutional buyers interested
in purchasing Rule 144A-eligible securities held by the Company, however, could
affect adversely the marketability of such portfolio securities and the Company
might not be able to dispose of such securities promptly or at reasonable
prices.


         The Company also may invest in securities that may not be restricted,
but are thinly-traded. Although securities of certain MLPs trade on the NYSE,
the AMEX, the Nasdaq National Market or other securities exchanges or markets,
such securities may trade less than those of larger companies due to their
relatively smaller capitalizations. Such securities may be difficult to dispose
of at a fair price during times when the Company believes it is desirable to do
so. Thinly-traded securities are also more difficult to value and the Adviser's
judgment as to value will often be given greater weight than market quotations,
if any exist. If market quotations are not available, thinly-traded securities
will be valued in accordance with procedures established by the Board.
Investment of the Company's capital in thinly-traded securities may restrict the
Company's ability to take advantage of market opportunities. The risks
associated with thinly-traded securities may be particularly acute in situations
in which the Company's operations require cash and could result in the Company
borrowing to meet its short term needs or incurring losses on the sale of
thinly-traded securities.

         Commercial Paper. The Company may invest in commercial paper.
Commercial paper is a debt obligation usually issued by corporations and may be
unsecured or secured by letters of credit or a surety bond. Commercial paper
usually is repaid at maturity by the issuer from the proceeds of the issuance of
new commercial paper. As a result, investment in commercial paper is subject to
the risk that the issuer cannot issue enough new commercial paper to satisfy its
outstanding commercial paper, also known as rollover risk.


         Asset-backed commercial paper is a debt obligation generally issued by
a corporate-sponsored special purpose entity to which the corporation has
contributed cash-flowing receivables like credit card receivables, auto and
equipment leases, and other receivables. Investment in asset-backed commercial
paper is subject to the risk that insufficient proceeds from the projected cash
flows of the contributed receivables are available to repay the commercial
paper.

         U.S. Government Securities. The Company may invest in U.S. Government
Securities. There are two broad categories of U.S. Government-related debt
instruments: (a) direct obligations of the U.S. Treasury, and (b) securities
issued or guaranteed by U.S. Government agencies.

         Examples of direct obligations of the U.S. Treasury are Treasury bills,
notes, bonds and other debt securities issued by the U.S. Treasury. These
instruments are backed by the "full faith and credit" of the United States. They
differ primarily in interest rates, the length of maturities and the dates of
issuance. Treasury bills have original maturities of one year or less. Treasury
notes have original maturities of one to ten years and Treasury bonds generally
have original maturities of greater than ten years.

         Some agency securities are backed by the full faith and credit of the
United States and others are backed only by the rights of the issuer to borrow
from the U.S. Treasury (such as Federal Home Loan Bank Bonds and Federal
National Mortgage Association Bonds), while still others, such as the securities

                                      S-12

<PAGE>

of the Federal Farm Credit Bank, are supported only by the credit of the issuer.
With respect to securities supported only by the credit of the issuing agency or
by an additional line of credit with the U.S. Treasury, there is no guarantee
that the U.S. Government will provide support to such agencies and such
securities may involve risk of loss of principal and interest.

         Repurchase Agreements. The Company may enter into "repurchase
agreements" backed by U.S. Government Securities. A repurchase agreement arises
when the Company purchases a security and simultaneously agrees to resell it to
the vendor at an agreed upon future date. The resale price is greater than the
purchase price, reflecting an agreed upon market rate of return that is
effective for the period of time the Company holds the security and that is not
related to the coupon rate on the purchased security. Such agreements generally
have maturities of no more than seven days and could be used to permit the
Company to earn interest on assets awaiting long term investment. The Company
requires continuous maintenance by the custodian for the Company's account in
the Federal Reserve/Treasury Book-Entry System of collateral in an amount equal
to, or in excess of, the market value of the securities that are the subject of
a repurchase agreement. Repurchase agreements maturing in more than seven days
are considered illiquid securities. In the event of a bankruptcy or other
default of a seller of a repurchase agreement, the Company could experience both
delays in liquidating the underlying security and losses, including: (a)
possible decline in the value of the underlying security during the period while
the Company seeks to enforce its rights thereto; (b) possible subnormal levels
of income and lack of access to income during this period; and (c) expenses of
enforcing its rights.

         Reverse Repurchase Agreements. The Company may enter into reverse
repurchase agreements for temporary purposes with banks and securities dealers
if the creditworthiness of the bank or securities dealer has been determined by
the Adviser to be satisfactory. A reverse repurchase agreement is a repurchase
agreement in which the Company is the seller of, rather than the investor in,
securities and agrees to repurchase them at an agreed-upon time and price. Use
of a reverse repurchase agreement may be preferable to a regular sale and later
repurchase of securities because it avoids certain market risks and transaction
costs.

         At the time when the Company enters into a reverse repurchase
agreement, liquid assets (cash, U.S. Government Securities or other "high-grade"
debt obligations) of the Company having a value at least as great as the
purchase price of the securities to be purchased will be segregated on the books
of the Company and held by the custodian throughout the period of the
obligation. The use of reverse repurchase agreements by the Company creates
leverage which increases the Company's investment risk. If the income and gains
on securities purchased with the proceeds of these transactions exceed the cost,
the Company's earnings or net asset value will increase faster than otherwise
would be the case; conversely, if the income and gains fail to exceed the cost,
earnings or net asset value would decline faster than otherwise would be the
case. The Company intends to enter into reverse repurchase agreements only if
the income from the investment of the proceeds is greater than the expense of
the transaction, because the proceeds are invested for a period no longer than
the term of the reverse repurchase agreement.

         Margin Borrowing. Although it does not currently intend to, the Company
may in the future use margin borrowing of up to 33 1/3% of total assets for
investment purposes when the Adviser believes it will enhance returns. Any use
of margin borrowing by the Company would be subject to the asset leverage
requirements discussed earlier in this Statement of Additional Information. See
"Investment Limitations." Margin borrowings by the Company create certain
additional risks. For example, should the securities that are pledged to brokers
to secure margin accounts decline in value, or should brokers from which the
Company has borrowed increase their maintenance margin requirements (i.e.,
reduce the percentage of a position that can be financed), then the Company
could be subject to a "margin call," pursuant to which it must either deposit
additional funds with the broker or suffer mandatory liquidation of the pledged
securities to compensate for the decline in value. In the event of a precipitous
drop in the

                                      S-13

<PAGE>

value of the assets of the Company, it might not be able to liquidate assets
quickly enough to pay off the margin debt and might suffer mandatory liquidation
of positions in a declining market at relatively low prices, thereby incurring
substantial losses. For these reasons, the use of borrowings for investment
purposes is considered a speculative investment practice.


         Interest Rate Transactions. In an attempt to reduce the interest rate
risk arising from the Company's leveraged capital structure, the Company may
enter into interest rate transactions such as swaps, caps and floors. The use of
interest rate transactions is a highly specialized activity that involves
investment techniques and risks different from those associated with ordinary
portfolio security transactions. In an interest rate swap, the Company would
agree to pay to the other party to the interest rate swap (which is known as the
"counterparty") a fixed rate payment in exchange for the counterparty agreeing
to pay to the Company a variable rate payment that is intended to approximate
the Company's variable rate payment obligation on any variable rate borrowings.
The payment obligations would be based on the notional amount of the swap. In an
interest rate cap, the Company would pay a premium to the counterparty to the
interest rate cap and, to the extent that a specified variable rate index
exceeds a predetermined fixed rate, would receive from the counterparty payments
of the difference based on the notional amount of such cap. In an interest rate
floor, the Company would be entitled to receive, to the extent that a specified
index falls below a predetermined interest rate, payments of interest on a
notional principal amount from the party selling the interest rate floor.
Depending on the state of interest rates in general, the Company's use of
interest rate transactions could enhance or decrease Distributable Cash Flow
available to the shares of common stock. To the extent there is a decline in
interest rates, the value of the interest rate transactions could decline, and
could result in a decline in the net asset value of the shares of the common
stock. In addition, if the counterparty to an interest rate transaction
defaults, the Company would not be able to use the anticipated net receipts
under the interest rate transaction to offset the Company's cost of financial
leverage.


         Delayed-Delivery Transactions. Securities may be bought and sold on a
delayed-delivery or when-issued basis. These transactions involve a commitment
to purchase or sell specific securities at a predetermined price or yield, with
payment and delivery taking place after the customary settlement period for that
type of security. Typically, no interest accrues to the purchaser until the
security is delivered. The Company may receive fees or price concessions for
entering into delayed-delivery transactions.

         When purchasing securities on a delayed-delivery basis, the purchaser
assumes the rights and risks of ownership, including the risks of price and
yield fluctuations and the risk that the security will not be issued as
anticipated. Because payment for the securities is not required until the
delivery date, these risks are in addition to the risks associated with the
Company's investments. If the Company remains substantially fully invested at a
time when delayed-delivery purchases are outstanding, the delayed-delivery
purchases may result in a form of leverage. When delayed-delivery purchases are
outstanding, the Company will set aside appropriate liquid assets in a
segregated custodial account to cover the purchase obligations. When the Company
has sold a security on a delayed-delivery basis, the Company does not
participate in further gains or losses with respect to the security. If the
other party to a delayed-delivery transaction fails to deliver or pay for the
securities, the Company could miss a favorable price or yield opportunity or
suffer a loss.

         Securities Lending. The Company may lend securities to parties such as
broker-dealers or institutional investors. Securities lending allows the Company
to retain ownership of the securities loaned and, at the same time, to earn
additional income. Since there may be delays in the recovery of loaned
securities, or even a loss of rights in collateral supplied should the borrower
fail financially, loans will be made only to parties deemed by the Adviser to be
of good credit and legal standing. Furthermore, loans

                                      S-14

<PAGE>

of securities will only be made if, in the Adviser's judgment, the consideration
to be earned from such loans would justify the risk.

         The Adviser understands that it is the current view of the Commission
staff that the Company may engage in loan transactions only under the following
conditions: (1) the Company must receive 100% collateral in the form of cash or
cash equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, the Company must be able to terminate the
loan at any time; (4) the Company must receive reasonable interest on the loan
or a flat fee from the borrower, as well as amounts equivalent to any dividends,
interest, or other distributions on the securities loaned and to any increase in
market value; (5) the Company may pay only reasonable custodian fees in
connection with the loan; and (6) the Board must be able to vote proxies on the
securities loaned, either by terminating the loan or by entering into an
alternative arrangement with the borrower.


         Defensive and Temporary Investments. Under adverse market or economic
conditions or pending investment of offering or leverage proceeds, the Company
may invest up to 100% of its total assets in securities issued or guaranteed by
the U.S. Government or its instrumentalities or agencies, short-term debt
securities, certificates of deposit, bankers' acceptances and other bank
obligations, commercial paper rated in the highest category by a rating agency
or other fixed income securities deemed by the Adviser to be consistent with a
defensive posture, or may hold cash. The Adviser also may invest in such
instruments to meet working capital needs including, but not limited to, the
need for collateral in connection with certain investment techniques, to hold a
reserve pending payment of dividends, and to facilitate the payments of expenses
and settlement of trades. The yield on such securities may be lower than the
returns on MLP securities or yields on lower rated fixed income securities. To
the extent the Company uses this strategy, it may not achieve its investment
objective.


                            MANAGEMENT OF THE COMPANY

DIRECTORS AND OFFICERS

         The business and affairs of the Company are managed under the direction
of the Board of Directors. Accordingly, the Company's Board of Directors
provides broad supervision over the affairs of the Company, including
supervision of the duties performed by the Adviser. The officers of the Company
are responsible for the Company's day-to-day operations. The directors and
officers of the Company and their principal occupations and other affiliations
during the past five years are set forth below. Each director and officer will
hold office until his successor is duly elected and qualified, or until he
resigns or is removed in the manner provided by law. Unless otherwise indicated,
the address of each director and officer is 10801 Mastin Boulevard, Overland
Park, Kansas 66210.

                                      S-15

<PAGE>

<TABLE>
<CAPTION>


                            POSITION(S) HELD
                            WITH COMPANY AND                                                          OTHER
    NAME AND AGE            LENGTH OF TIME         PRINCIPAL OCCUPATION DURING PAST                DIRECTORSHIPS
INDEPENDENT DIRECTORS            SERVED                        FIVE YEARS                         HELD BY DIRECTOR
- ---------------------       ----------------       --------------------------------            ----------------------
<S>                         <C>                    <C>                                         <C>
Conrad S. Ciccotello, 44    Director since 2003    Associate Professor of Risk                 None
                                                   Management and Insurance,
                                                   Robinson College of Business,
                                                   Georgia State University;
                                                   Director of Graduate Personal
                                                   Financial Planning (PFP)
                                                   Programs, Editor, "Financial
                                                   Services Review," (an
                                                   academic journal dedicated to
                                                   the study of individual
                                                   financial management);
                                                   formerly, faculty member,
                                                   Pennsylvania State University.


John R. Graham, 58          Director since 2003    Executive-in-Residence and Professor of     Erie Indemnity
                                                   Finance, College of Business                Company; Erie Family
                                                   Administration, Kansas State University     Life Insurance
                                                   (has served as a professor or adjunct       Company; Kansas State
                                                   professor since 1970); Chairman of the      Bank
                                                   Board, President and CEO, Graham Capital
                                                   Management, Inc.  and Owner of Graham
                                                   Ventures; formerly, CEO, Kansas Farm
                                                   Bureau Financial Services, including
                                                   seven affiliated insurance or financial
                                                   service companies (1979-2000).

Charles E. Heath, 61        Director since 2003    Retired in 1999.  Formerly, Chief           None
                                                   Investment Officer, General Electric's
                                                   Employers Reinsurance Corporation
                                                   (1989-1999).  CFA since 1974.

INTERESTED DIRECTORS AND OFFICERS

H. Kevin Birzer(1), 44      Director and Chairman  Partner/Senior Analyst, Fountain            None
                            of the Board since     Capital; Manager of the Adviser;
                            2003                   formerly, President, F. Martin Koenig &
                                                   Co.; Vice President, Corporate Finance
                                                   Department, Drexel Burnham Lambert
                                                   (1986-1989).


Terry C. Matlack(1), 48     Director, Treasurer    Managing Director, KCEP; Manager of the     ACT
Address:                    and Chief Financial    Adviser; formerly, President,               Telecommunication,
233 West 47th Street,       Officer since 2003     GreenStreet Capital.                        Inc.; Trendstar
Kansas City, MO 64112                                                                          Investment Trust
                                                                                               (open-end small cap
                                                                                               investment fund)

David J. Schulte, 43        President and Chief    Managing Director, KCEP (1993-present);     Inergy, L.P.
                            Executive Officer      Manager of the Adviser. CFA since 1992;
                            since 2003             Member, Financial Accounting Policy
                                                   Committee of CFA Institute.



                                      S-16

<PAGE>

                            POSITION(S) HELD
                            WITH COMPANY AND                                                          OTHER
    NAME AND AGE            LENGTH OF TIME         PRINCIPAL OCCUPATION DURING PAST                DIRECTORSHIPS
INDEPENDENT DIRECTORS            SERVED                        FIVE YEARS                         HELD BY DIRECTOR
- ---------------------       ----------------       --------------------------------            ----------------------


Zachary A. Hamel, 38        Secretary since 2003   Partner/Senior Analyst with Fountain        None
                                                   Capital (1997-present); Manager of the
                                                   Adviser.

Kenneth P. Malvey, 38       Assistant Treasurer    Partner/Senior Analyst, Fountain Capital    None
                            since 2003             Management (2002-present); Manager of
                                                   the Adviser.  Formerly, Investment Risk
                                                   Manager and member of the Global Office
                                                   of Investments, GE Capital's Employers
                                                   Reinsurance Corporation.

Andrew P. Chica, 28         Assistant Secretary    Assistant Vice President, U.S. Bancorp      None
                            since 2003             Fund Services, LLC (since 2004).
                                                   Assistant Vice President and Treasurer,
                                                   The Mexico Equity and Income Fund, Inc.;
                                                   Assistant Treasurer, Kinetics Mutual
                                                   Funds, Inc. and Kinetics Portfolio
                                                   Trust.  Formerly Compliance Officer,
                                                   U.S. Bancorp Fund Services, LLC
                                                   (2002-2003).

Kristina Hilson, 24         Assistant Secretary    Compliance Administrator, U.S. Bancorp      None
                            since 2004             Fund Services, LLC (since 2002);
                                                   Assistant Secretary, AIP Alternative
                                                   Strategies Funds.
<FN>
- ------------------
(1)     As a result of their respective positions held with the Adviser or its
        affiliates, these individuals are considered "interested persons" of the
        Company within the meaning of the 1940 Act.
</FN>
</TABLE>

         The Company has an audit committee that consists of three directors of
the Company (the "Audit Committee") who are not "interested persons" of the
Company within the meaning of the 1940 Act ("Independent Directors"). The Audit
Committee members are Charles E. Heath (Chairman), Conrad S. Ciccotello and John
R. Graham. The Audit Committee's function is to oversee the Company's accounting
policies, financial reporting and internal control system. The Audit Committee
makes recommendations regarding the selection of independent auditors of the
Company, reviews the independence of such firm, reviews the scope of the audit
and internal controls, considers and reports to the Board on matters relating to
the Company's accounting and financial reporting practices, and performs such
other tasks as the full Board deems necessary or appropriate. The Audit
Committee has held one meeting in the current fiscal year.


         Directors and officers of the Company who are interested persons of the
Company will receive no salary or fees from the Company. Each Independent
Director is expected to receive from the Company an annual retainer of $4,000
($6,000 for the Chairman of the Audit Committee) and a fee of $2,000 (and
reimbursement for related expenses) for each meeting of the Board or committee
meeting he or she attends. Each Independent Director will also receive $500 for
each telephone committee meeting. No director or officer will be entitled to
receive pension or retirement benefits from the Company.

         The table below sets forth the estimated compensation to be paid to the
directors by the Company for the current calendar year.

                                      S-17

<PAGE>

<TABLE>
<CAPTION>


                                                                   AGGREGATE COMPENSATION
                     NAME AND POSITION WITH THE COMPANY                FROM THE COMPANY*
                     ----------------------------------            ----------------------
                  <S>                                              <C>
                  INDEPENDENT DIRECTORS
                  Conrad S. Ciccotello..................                   $16,000
                  John R. Graham........................                   $16,000
                  Charles E. Heath......................                   $18,000


                  INTERESTED DIRECTORS
                  H. Kevin Birzer.......................                       $ 0
                  Terry C. Matlack......................                       $ 0
<FN>
- ------------------
*       Because the Company has not completed its first fiscal year,
        compensation is estimated based upon payments to be made by the Company
        during the current fiscal year.
</FN>
</TABLE>

         The following table sets forth the dollar range of equity securities
beneficially owned by each director in the Company as of the date of this
Statement of Additional Information.

<TABLE>
<CAPTION>

                                                                                 AGGREGATE DOLLAR RANGE OF
                                                                                      COMPANY SECURITIES
                                                                                     BENEFICIALLY OWNED BY
                                                NAME OF DIRECTOR                           DIRECTOR*
                                    --------------------------------------         -------------------------
                                    <S>                                            <C>
                                    INDEPENDENT DIRECTORS
                                    Conrad S. Ciccotello..................             $10,001 - $50,000

                                    John R. Graham........................             $10,001 - $50,000
                                    Charles E. Heath......................            $50,001 - $100,000

                                    INTERESTED DIRECTORS
                                    H. Kevin Birzer.......................               Over $100,000
                                    Terry C. Matlack......................             $10,001 - $50,000
<FN>
*       As of the date of this Statement of Additional Information, the officers and directors of the Company, as
        a group, own ____% of the Company's outstanding shares of common stock.
</FN>
</TABLE>


CONTROL PERSONS


         As of June 30, 2004, the following individuals owned of record or
beneficially more than 5% of the Company's common stock:

         The officers and directors of the Company, as a group, owned less than
one percent of the Company's outstanding common stock.


INDEMNIFICATION OF DIRECTORS AND OFFICERS


         Maryland law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty which is
established by a final judgment as being material to the cause of action. The
Charter contains such a provision which eliminates directors' and officers'
liability to the maximum extent permitted by Maryland law.

         The Charter authorizes the Company, to the maximum extent permitted by
Maryland law and the 1940 Act, to obligate itself to indemnify any present or
former director or officer or any individual who, while a director or officer of
the Company and at the request of the Company, serves or has served another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or other enterprise as a director, officer, partner or
trustee, from and against any claim or liability to which

                                      S-18

<PAGE>

that person may become subject or which that person may incur by reason of his
or her status as a present or former director or officer of the Company and to
pay or reimburse his or her reasonable expenses in advance of final disposition
of a proceeding. The Bylaws obligate the Company, to the maximum extent
permitted by Maryland law and the 1940 Act, to indemnify any present or former
director or officer or any individual who, while a director of the Company and
at the request of the Company, serves or has served another corporation, real
estate investment trust, partnership, joint venture, trust, employee benefit
plan or other enterprise as a director, officer, partner or trustee and who is
made a party to the proceeding by reason of his or her service in that capacity
from and against any claim or liability to which that person may become subject
or which that person may incur by reason of his or her status as a present or
former director or officer of the Company and to pay or reimburse his or her
reasonable expenses in advance of final disposition of a proceeding. The Charter
and Bylaws also permit the Company to indemnify and advance expenses to any
person who served a predecessor of the Company in any of the capacities
described above and any employee or agent of the Company or a predecessor of the
Company.

         Maryland law requires a corporation (unless its charter provides
otherwise, which the Company's Charter does not) to indemnify a director or
officer who has been successful in the defense of any proceeding to which he is
made, or threatened to be made, a party by reason of his or her service in that
capacity. Maryland law permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made, or threatened to be made, a party by
reason of their service in those or other capacities unless it is established
that (a) the act or omission of the director or officer was material to the
matter giving rise to the proceeding and (i) was committed in bad faith or (ii)
was the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services or
(c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However,
under Maryland law, a Maryland corporation may not indemnify for an adverse
judgment in a suit by or in the right of the corporation or for a judgment of
liability on the basis that personal benefit was improperly received, unless in
either case a court orders indemnification and then only for expenses. In
addition, Maryland law permits a corporation to advance reasonable expenses to a
director or officer upon the corporation's receipt of (a) a written affirmation
by the director or officer of his or her good faith belief that he or she has
met the standard of conduct necessary for indemnification by the corporation and
(b) a written undertaking by him or her or on his or her behalf to repay the
amount paid or reimbursed by the corporation if it is ultimately determined that
the standard of conduct was not met.


INVESTMENT ADVISER

         Tortoise Capital Advisers, L.L.C. (the "Adviser") will serve as the
Company's investment adviser. The Adviser was formed by Fountain Capital
Management, L.L.C. ("Fountain Capital") and Kansas City Equity Partners, L.C.
("KCEP") in October 2002 to provide portfolio management services exclusively
with respect to energy infrastructure investments. The Adviser is controlled
equally by Fountain Capital and KCEP, each of which own half of all of the
voting shares of the Adviser.


         Fountain Capital was formed in 1990 and is focused primarily on
providing investment advisory services to institutional investors with respect
to below investment grade debt. Atlantic Asset Management LLC ("Atlantic") is a
minority owner, and an affiliate, of Fountain Capital. Fountain Capital had $2.3
billion of client assets under management as of May 31, 2004.

         KCEP was formed in 1993 and is focused solely on managing two private
equity funds, which have had combined committed capital of $110 million. KCEP
focuses on private equity investments in the consumer, telecom/media and natural
resource distribution and services industries.

                                      S-19

<PAGE>

         Atlantic was formed in 1992 and provides, directly or through
affiliates, a variety of fixed-income investment advisory services including
investment grade bond and high-yield bond strategies, investment grade
collateralized debt obligations and mortgage hedge funds. Including Fountain
Capital, the Atlantic group had approximately $9.6 billion in assets under
management as of May 31, 2004.

         The Adviser is located at 10801 Mastin Boulevard, Suite 222, Overland
Park, Kansas 66210. The Adviser specializes in managing portfolios of MLPs and
other energy infrastructure companies. As of May 31, 2004, the Adviser and its
affiliates had approximately $655 million in assets under management in the
energy infrastructure industry.

         Pursuant to an Investment Advisory Agreement (the "Advisory
Agreement"), the Adviser shall, subject to overall supervision by the Board,
manage the investments of the Company. The Adviser regularly will provide the
Company with investment research advice and supervision and will furnish
continuously an investment program for the Company, consistent with the
investment objective and policies of the Company.

         Day-to-day management of the Company's portfolio will be the
responsibility of a team of investment analysts and portfolio managers led by
David J. Schulte. The Adviser has established a five member Investment
Committee. The members of the Committee are David J. Schulte, H. Kevin Birzer,
Terry C. Matlack, Zachary A. Hamel and Kenneth P. Malvey. Each member of the
committee, other than Mr. Schulte, has significant responsibilities with respect
to KCEP and/or Fountain Capital. All members of the Investment Committee have
undertaken to provide such services as necessary to fulfill the obligations of
the Adviser to the Company.

         In addition, the Adviser will be obligated to supply the Board and
officers of the Company with certain statistical information and reports, to
oversee the maintenance of various books and records and to arrange for the
preservation of records in accordance with applicable federal law and
regulations. Under the Advisory Agreement, the Company will pay to the Adviser
quarterly, as compensation for the services rendered and expenses paid by it, a
fee equal on an annual basis to 0.95% of the Company's average monthly Managed
Assets. Managed Assets means the total assets of the Company (including any
assets attributable to leverage that may be outstanding) minus accrued
liabilities other than (i) deferred taxes, (ii) debt entered into for the
purpose of leverage and (iii) the aggregate liquidation preference of any
outstanding preferred stock.

         The Adviser has agreed contractually to waive or reimburse the Company
for fees and expenses, including the investment advisory fee and other expenses
in the amount of 0.23% of average monthly Managed Assets for the first two years
of the Company's operations and 0.10% of average monthly Managed Assets in years
three through five.

         Because the management fees paid to the Adviser are based upon a
percentage of the Company's Managed Assets, fees paid to the Adviser will be
higher if the Company is leveraged; thus, the Adviser will have an incentive to
leverage the Company. Because the fee reimbursement agreement is based on
Managed Assets, to the extent the Company is engaged in leverage, the gross
dollar amount of the Adviser's fee reimbursement obligations to the Company will
increase. The Adviser intends to leverage the Company only when it believes it
will serve the best interests of the stockholders. The Company's average monthly
Managed Assets are determined for the purpose of calculating the management fee
by taking the average of the monthly determinations of Managed Assets during a
given calendar quarter. The fees are payable for each calendar quarter within 5
days of the end of that quarter.

         The Advisory Agreement provides that the Company will pay all expenses
other than those expressly stated to be payable by the Adviser, which expenses
payable by the Company shall include, without implied limitation: (1) expenses
of maintaining the Company and continuing its existence,

                                      S-20

<PAGE>

(2) registration of the Company under the 1940 Act, (3) commissions, spreads,
fees and other expenses connected with the acquisition, holding and disposition
of securities and other investments including placement and similar fees in
connection with direct placements entered into on behalf of the Company, (4)
auditing, accounting and legal expenses, (5) taxes and interest, (6)
governmental fees, (7) expenses of listing shares of the Company with a stock
exchange, and expenses of issue, sale, repurchase and redemption (if any) of
interests in the Company, including expenses of conducting tender offers for the
purpose of repurchasing Company interests, (8) expenses of registering and
qualifying the Company and its shares under federal and state securities laws
and of preparing and filing registration statements and amendments for such
purposes, (9) expenses of reports and notices to stockholders and of meetings of
stockholders and proxy solicitations therefore, (10) expenses of reports to
governmental officers and commissions, (11) insurance expenses, (12) association
membership dues, (13) fees, expenses and disbursements of custodians and
subcustodians for all services to the Company (including without limitation
safekeeping of funds, securities and other investments, keeping of books,
accounts and records, and determination of net asset values), (14) fees,
expenses and disbursements of transfer agents, dividend paying agents,
stockholder servicing agents and registrars for all services to the Company,
(15) compensation and expenses of directors of the Company who are not members
of the Adviser's organization, (16) pricing and valuation services employed by
the Company, (17) all expenses incurred in connection with leveraging of the
Company's assets through a line of credit, or issuing and maintaining preferred
stock or instruments evidencing indebtedness of the Company, (18) all expenses
incurred in connection with the organization of the Company and the initial
public offering of common stock, and (19) such non-recurring items as may arise,
including expenses incurred in connection with litigation, proceedings and
claims and the obligation of the Company to indemnify its directors, officers
and stockholders with respect thereto.

         The Advisory Agreement provides that the Adviser will not be liable in
any way for any default, failure or defect in any of the securities comprising
the Company's portfolio if it has satisfied the duties and the standard of care,
diligence and skill set forth in the Advisory Agreement. However, the Adviser
shall be liable to the Company for any loss, damage, claim, cost, charge,
expense or liability resulting from the Adviser's willful misconduct, bad faith
or gross negligence or disregard by the Adviser of the Adviser's duties or
standard of care, diligence and skill set forth in the Agreement or a material
breach or default of the Adviser's obligations under the Advisory Agreement.


         The Advisory Agreement will continue in force until December 31, 2005,
and from year to year thereafter, provided such continuance is approved by a
majority of the Board or by vote of the holders of a majority of the outstanding
voting securities of the Company. Additionally, the Advisory Agreement must be
approved annually by vote of a majority of the Independent Directors. The
Advisory Agreement may be terminated by the Adviser or the Company, without
penalty, on sixty (60) days' written notice to the other. The Advisory Agreement
will terminate automatically in the event of its assignment.


         The Advisory Agreement was considered and approved by the Board,
including a majority of the Independent Directors, at the organizational meeting
of the Company held on December 12, 2003. In considering the Advisory Agreement,
the Board, including a majority of the Independent Directors, determined that
the terms of the agreement are fair and reasonable and that approval of the
Advisory Agreement on behalf of the Company is in the best interests of the
Company. In evaluating the Advisory Agreement, the Board reviewed materials
furnished by the Adviser and met with senior advisory personnel. The Board also
specifically considered the following as relevant to its determination to
approve the Advisory Agreement: (1) the history, reputation, qualification and
background of the Adviser and the team of analysts and portfolio managers
responsible for the Company's investment program; (2) the Adviser's reliance on
the personnel and resources of affiliates; (3) the unique nature of the product
and the specialized expertise of the Adviser in a niche market (MLPs); (4) that
the fee and expense ratios of the Company are reasonable given the quality of
services expected to be provided and are comparable

                                      S-21

<PAGE>

to the fee and expense ratios of similar closed-end funds with similar
investment objectives and policies; and (5) other factors deemed relevant by the
Board. The Board noted and approved that the fee rate would be applicable to all
assets under management, including amounts attributable to leverage, and the
potential conflict of the Adviser in determining the amount of leverage.


POTENTIAL CONFLICTS OF INTEREST

         The Adviser and its affiliates manage other accounts and portfolios
with investment strategies similar to those of the Company. Securities
frequently meet the investment objectives of the Company and such other accounts
and the Company may compete against other accounts for the same trade the
Company might otherwise make, including the priority of the trading order.

         It is possible that at times identical securities will be held by the
Company and other accounts. However, positions in the same issuer may vary and
the length of time that the Company or other accounts may choose to hold their
investment in the same issuer may likewise vary. To the extent that one or more
of the accounts managed by the Adviser seeks to acquire the same security at
about the same time, the Company may not be able to acquire as large a position
in such security as it desires or it may have to pay a higher price for the
security. Similarly, the Company may not be able to obtain as large an execution
of an order to sell or as high a price for any particular portfolio security if
the Adviser decides to sell on behalf of another account the same portfolio
security at the same time. On the other hand, if the same securities are bought
or sold at the same time by the Company and other accounts, the resulting
participation in volume transactions could produce better executions for the
Company. In the event more than one account purchases or sells the same security
as the Company on a given date, the purchases and sales will normally be
allocated as nearly as practicable on a pro rata basis in proportion to the
amounts desired to be purchased or sold by each account and the Company. Other
factors considered in the allocation of securities include cash balances, risk
tolerances and other guideline restrictions. Although the other accounts may
have the same or similar investment objectives and policies as the Company,
their portfolios may not necessarily consist of the same investments as the
Company or each other, and their performance results are likely to differ from
those of the Company.

CODE OF ETHICS


         The Company and the Adviser have adopted a Code of Ethics under Rule
17j-1 of the 1940 Act, which is applicable to officers, directors and designated
employees of the Company and the Adviser (the "Code"). Subject to certain
limitations, the Code permits covered persons to invest in securities, including
securities that may be purchased or held by the Company. The Code contains
provisions and requirements designed to identify and address certain conflicts
of interest between personal investment activities of covered persons and the
interests of investment advisory clients such as the Company. Among other
things, the Code prohibits certain types of transactions absent prior approval,
imposes time periods during which personal transactions may not be made in
certain securities, and requires submission of duplicate broker confirmations
and statements and quarterly reporting of securities transactions. Exceptions to
these and other provisions of the Code may be granted in particular
circumstances after review by appropriate personnel.


         The Code of Ethics of the Company can be reviewed and copied at the
Securities and Exchange Commission's Public Reference Room in Washington, D.C.
Information on the operation of the Public Reference Room may be obtained by
calling the Securities and Exchange Commission at (202) 942-8090. The Code of
the Company is also available on the EDGAR Database on the Securities and
Exchange Commission's Internet site at http://www.sec.gov, and, upon payment of
a duplicating fee, by electronic request at the following e-mail address:
publicinfo@sec.gov or by writing the Securities and Exchange Commission's Public
Reference Section, Washington, D.C. 20549-0102.

                                      S-22

<PAGE>

                                 NET ASSET VALUE


         The Company will compute its net asset value for its shares of common
stock as of the close of trading on the NYSE (normally 4:00 p.m. Eastern time)
no less frequently than the last business day of each calendar month and will
make its net asset value available for publication monthly. For purposes of
determining the net asset value of a common share, the net asset value of the
Company will equal the value of the total assets of the Company (the value of
the securities the Company holds, plus cash or other assets, including interest
accrued but not yet received) less (1) all of its liabilities (including accrued
expenses and both current and deferred income taxes), (2) accumulated and unpaid
interest payments and dividends on any outstanding debt or preferred stock,
respectively, (3) the aggregate liquidation value of any outstanding preferred
stock, (4) the aggregate principal amount of any outstanding senior notes,
including Tortoise Notes, and (5) any distributions payable on the common stock.
The net asset value per common share of the Company will equal the net asset
value of the Company divided by the number of outstanding shares of common
stock.

         Pursuant to an agreement with U.S. Bancorp Fund Services, LLC (the
"Accounting Services Provider"), the Accounting Services Provider will value the
assets in the Company's portfolio in accordance with Valuation Procedures
adopted by the Board of Directors. The Accounting Services Provider will obtain
securities market quotations from independent pricing services approved by the
Adviser and ratified by the Board. Securities for which market quotations are
readily available shall be valued at "market value." Any other securities shall
be valued at "fair value."

         Valuation of certain assets at market value will be as follows. For
equity securities, the Accounting Services Provider will first use readily
available market quotations and will obtain direct written broker-dealer
quotations if a security is not traded on an exchange or quotations are not
available from an approved pricing service. For fixed income securities, the
Accounting Services Provider will use readily available market quotations based
upon the last updated sale price or market value from a pricing service or by
obtaining a direct written broker-dealer quotation from a dealer who has made a
market in the security. For options, futures contracts and options on futures
contracts, the Accounting Services Provider will use readily available market
quotations. If no sales are reported on any exchange or OTC market, the
Accounting Services Provider will use the calculated mean based on bid and asked
prices obtained from the primary exchange or OTC market. Other assets will be
valued at market value pursuant to the Valuation Procedures.

         If the Accounting Services Provider cannot obtain a market value or the
Adviser determines that the value of a security as so obtained does not
represent a fair value as of the valuation time (due to a significant
development subsequent to the time its price is determined or otherwise), fair
value for the security shall be determined pursuant to methodologies established
by the Board. The Valuation Procedures provide that direct placements of
securities of private companies (i.e., companies with no outstanding public
securities) ordinarily will be valued at cost. The Valuation Procedures provide
that securities that are convertible into publicly traded securities (i.e.,
convertible subordinated units) ordinarily will be valued at the market value of
the publicly traded security less a discount equal in amount to the discount
negotiated at the time of purchase. The Adviser and the Board will consider a
variety of factors with respect to the individual issuer and security in
determining and monitoring the continued appropriateness of fair value,
including, without limitation, financial statements and fundamental data with
respect to the issuer, cost, the amount of any discount, restrictions on
transfer and registration rights and other information deemed relevant. A report
of any prices determined pursuant to such methodologies will be presented to the
Board or a designated committee thereof for approval no less frequently than
quarterly.

                                      S-23

<PAGE>

         In computing net asset value, the Company will review the valuation of
the obligation for income taxes separately for current taxes and deferred taxes
due to the differing impact of each on (i) the anticipated timing of required
tax payments and (ii) the impact of each on the treatment of distributions by
the Company to its stockholders.

         The allocation between current and deferred income taxes is determined
based upon the value of assets reported for book purposes compared to the
respective net tax bases of assets as recognized for federal income tax
purposes. It is anticipated that cash distributions from MLPs in which the
Company invests will not equal the amount of taxable income allocable to the
Company primarily as a result of depreciation and amortization recorded by the
MLPs. This may result in a portion of the cash distribution received by the
Company not being treated as income for federal income tax purposes. The
relative portion of such distributions not treated as income for tax purposes
will vary among the MLPs, and also will vary year by year for each MLP. The
Adviser will be able to directly confirm the portion of each distribution
recognized as taxable income when it receives annual tax reporting information
from each MLP.


                             PORTFOLIO TRANSACTIONS

EXECUTION OF PORTFOLIO TRANSACTIONS

         The Adviser is responsible for decisions to buy and sell securities for
the Company, broker-dealer selection, and negotiation of brokerage commission
rates. The Adviser's primary consideration in effecting a security transaction
will be to obtain the best execution. In selecting a broker-dealer to execute
each particular transaction, the Adviser will take the following into
consideration: the best net price available; the reliability, integrity and
financial condition of the broker-dealer; the size of and the difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the investment performance of the Company on a continuing
basis. Accordingly, the price to the Company in any transaction may be less
favorable than that available from another broker-dealer if the difference is
reasonably justified by other aspects of the execution services offered.

         Subject to such policies as the Board may from time to time determine,
the Adviser shall not be deemed to have acted unlawfully or to have breached any
duty solely by reason of its having caused the Company to pay a broker or dealer
that provides brokerage and research services to the Adviser an amount of
commission for effecting a Company investment transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if the Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Company and to other clients of the Adviser as to which the Adviser
exercises investment discretion. The Adviser is further authorized to allocate
the orders placed by it on behalf of the Company to such brokers and dealers who
also provide research or statistical material or other services to the Company
or the Adviser. Such allocation shall be in such amounts and proportions as the
Adviser shall determine and the Adviser will report on said allocations
regularly to the Board indicating the brokers to whom such allocations have been
made and the basis therefor.

PORTFOLIO TURNOVER


         The Company's annual portfolio turnover rate may vary greatly from year
to year. Although the Company cannot accurately predict its annual portfolio
turnover rate, it is not expected to exceed 30% under normal circumstances.
However, portfolio turnover rate is not considered a limiting factor in the
execution of investment decisions for the Company. A higher turnover rate
results in correspondingly


                                      S-24

<PAGE>

greater brokerage commissions and other transactional expenses that are borne by
the Company. High portfolio turnover may result in the Company's recognition of
gains that will increase the Company's taxable income, possibly resulting in an
increased tax liability, as well as increasing the Company's current and
accumulated earnings and profits resulting in a greater portion of the Company's
distributions on its stock being treated as taxable dividends for federal income
tax purposes. See "Certain Federal Income Tax Matters."

                  ADDITIONAL INFORMATION CONCERNING THE AUCTION

GENERAL


         Auction Agency Agreement. The Company has entered into an Auction
Agency Agreement (the "Auction Agency Agreement") with the Auction Agent
(currently, The Bank of New York) which provides, among other things, that the
Auction Agent will follow the Auction Procedures for purposes of determining the
Applicable Rate for each series of Tortoise Notes so long as the Applicable Rate
for Tortoise Notes of such series is to be based on the results of an Auction.


         Broker-Dealer Agreements. Each Auction requires the participation of
one or more Broker-Dealers. The Auction Agent has entered into agreements
(collectively, the "Broker-Dealer Agreements") with several Broker-Dealers
selected by the Company, which provide for the participation of those
Broker-Dealers in Auctions for Tortoise Notes. See "Broker-Dealers" below.


         Securities Depository. The Depository Trust Company ("DTC") will act as
the Securities Depository for the Agent Members with respect to each series of
Tortoise Notes. One certificate for each series of Tortoise Notes will be
registered in the name of Cede & Co., as nominee of the Securities Depository.
Such certificate will bear a legend to the effect that such certificate is
issued subject to the provisions restricting transfers of Tortoise Notes
contained in the Indenture. The Company also will issue stop-transfer
instructions to the transfer agent for each series of Tortoise Notes. Cede & Co.
will be the Holder of record of each series of all Tortoise Notes and owners of
such Tortoise Notes will not be entitled to receive certificates representing
their ownership interest in such Tortoise Notes.


         DTC, a New York-chartered limited purpose trust company, performs
services for its participants (including the Agent Members), some of whom
(and/or their representatives) own DTC. DTC maintains lists of its participants
and will maintain the positions (ownership interests) held by each such
participant (the "Agent Member") in Tortoise Notes, whether for its own account
or as a nominee for another person.

CONCERNING THE AUCTION AGENT

         The Auction Agent is acting as agent for the Company in connection with
Auctions. In the absence of bad faith or negligence on its part, the Auction
Agent will not be liable for any action taken, suffered, or omitted or for any
error of judgment made by it in the performance of its duties under the Auction
Agency Agreement and will not be liable for any error of judgment made in good
faith unless the Auction Agent will have been negligent in ascertaining the
pertinent facts.

         The Auction Agent may rely upon, as evidence of the identities of the
Existing Holders of Tortoise Notes, the Auction Agent's registry of Existing
Holders, the results of Auctions and notices from any Broker-Dealer (or other
Person, if permitted by the Company) with respect to transfers described under
"The Auction" in the Prospectus and notices from the Company. The Auction Agent
is not required to accept any such notice for an Auction unless it is received
by the Auction Agent by 3:00 p.m., New York City time, on the Business Day
preceding such Auction.

                                      S-25

<PAGE>

         The Auction Agent may terminate the Auction Agency Agreement upon
notice to the Company on a date no earlier than 60 days after such notice. If
the Auction Agent should resign, the Company will use its best efforts to enter
into an agreement with a successor Auction Agent containing substantially the
same terms and conditions as the Auction Agency Agreement. The Company may
remove the Auction Agent provided that prior to such removal the Company shall
have entered into such an agreement with a successor Auction Agent.

BROKER-DEALERS


         After each Auction for Tortoise Notes, the Auction Agent will pay to
each Broker-Dealer, from funds provided by the Company, a service charge at the
annual rate of 1/4 of 1% in the case of any Auction immediately preceding a Rate
Period of less than one year, or a percentage agreed to by the Company and the
Broker-Dealers in the case of any Auction immediately preceding a Rate Period of
one year or longer, of the purchase price of Tortoise Notes placed by such
Broker-Dealer at such Auction. For the purposes of the preceding sentence,
Tortoise Notes will be placed by a Broker-Dealer if such Tortoise Notes were (a)
the subject of Hold Orders deemed to have been submitted to the Auction Agent by
the Broker-Dealer and were acquired by such Broker-Dealer for its own account or
were acquired by such Broker-Dealer for its customers who are Beneficial Owners
or (b) the subject of an Order submitted by such Broker-Dealer that is (i) a
Submitted Bid of an Existing Holder that resulted in such Existing Holder
continuing to hold such Tortoise Notes as a result of the Auction or (ii) a
Submitted Bid of a Potential Holder that resulted in such Potential Holder
purchasing such Tortoise Notes as a result of the Auction or (iii) a valid Hold
Order.


         The Company may request the Auction Agent to terminate one or more
Broker-Dealer Agreements at any time, provided that at least one Broker-Dealer
Agreement is in effect after such termination.


         The Broker-Dealer Agreement provides that a Broker-Dealer (other than
an affiliate of the Company) may participate in Auctions for its own account.
However, the Company, by notice to all Broker-Dealers, may prohibit all
Broker-Dealers from submitting Bids in Auctions for their own accounts, provided
that they may continue to submit Hold Orders and Sell Orders for their own
accounts. Any Broker-Dealer that is an affiliate of the Company may submit
orders in Auctions, but only if such Orders are not for its own account. If a
Broker-Dealer submits an Order for its own account in any Auction, it might have
an advantage over other Bidders because it would have knowledge of all Orders
submitted by it in that Auction; such Broker-Dealer, however, would not have
knowledge of orders submitted by other Broker-Dealers in that Auction.

                       CERTAIN FEDERAL INCOME TAX MATTERS



         The following is a summary of certain material U.S. federal income tax
considerations relating to the purchase, ownership and disposition of Tortoise
Notes. Except as discussed under "Taxation of Non-U.S. Holders" and "Information
Reporting and Backup Withholding," the discussion generally applies only to
holders of Tortoise Notes that are U.S. holders. You will be a U.S. holder if
you are an individual who is a citizen or resident of the United States, a U.S.
domestic corporation, or any other person that is subject to U.S. federal income
tax on a net income basis in respect of an investment in Tortoise Notes. This
summary deals only with U.S. holders that hold Tortoise Notes as capital assets
and who purchase Tortoise Notes in connection with this offering. It does not
address considerations that may be relevant to you if you are an investor that
is subject to special tax rules, such as a financial institution, insurance
company, regulated investment company, real estate investment trust, investor in
pass-through entities, U.S. holder of Tortoise Notes whose "functional currency"
is not the United States dollar, tax-exempt organization, dealer in securities
or currencies, trader in securities or commodities that elects mark to


                                      S-26

<PAGE>

market treatment, a person who holds Tortoise Notes in a qualified tax deferred
account such as an IRA, or a person who will hold Tortoise Notes as a position
in a "straddle," "hedge" or as part of a "constructive sale" for federal income
tax purposes. In addition, this discussion does not address the possible
application of the U.S. federal alternative minimum tax.

         This summary is based on the provisions of the Internal Revenue Code,
the applicable Treasury regulations promulgated thereunder, judicial authority
and current administrative rulings, as in effect on the date of this Statement
of Additional Information, all of which may change. Any change could apply
retroactively and could affect the continued validity of this summary.


         As stated above, this discussion does not discuss all aspects of U.S.
federal income taxation that may be relevant to a particular holder of Tortoise
Notes in light of such holder's particular circumstances and income tax
situation. Prospective holders should consult their own tax advisors as to the
specific tax consequences to them of the purchase, ownership and disposition of
Tortoise Notes, including the application and the effect of state, local,
foreign and other tax laws and the possible effects of changes in U.S. or other
tax laws.

FEDERAL INCOME TAX TREATMENT OF THE COMPANY

         The Company will be treated as a regular C corporation for federal and
state income tax purposes. The Company will compute and pay federal and state
income tax on its taxable income. Thus, the Company will be subject to federal
income tax on its taxable income at tax rates up to 35%. Additionally, in
certain instances the Company could be subject to the alternative minimum tax of
20% on its alternative minimum taxable income to the extent that the alternative
minimum tax exceeds its regular federal income tax.


         As indicated above, the Company intends to invest its assets primarily
in MLPs. MLPs generally are treated as partnerships for federal income tax
purposes. Since partnerships are generally not subject to federal income tax,
the partnership's partners must report as their income, their proportionate
share of partnership income. Thus, as a partner in MLPs, the Company will report
its proportionate share of the MLPs' income in computing its federal taxable
income, irrespective of whether any cash distributions are made by the MLP to
the Company. Cash distributions by such MLPs will not be eligible for the
dividends received deduction when received by the Company. The Company also will
take into account in computing its taxable income any other items of Company
income, gain, deduction or loss. The Company anticipates that these may include
interest income earned on the Company's investment in debt securities,
deductions for Company operating expenses and gain or loss recognized by the
Company on the sale of MLP interests or any other security.

         As explained below, based upon the historic performance of MLPs, the
Company anticipates initially that its proportionate share of the MLPs' taxable
income will be significantly less than the amount of cash distributions received
by the Company from the MLPs. In such case, the Company anticipates that it will
not incur a current federal income tax on a significant portion of its cash
flow, particularly after taking into account the Company's current operating
expenses. If the MLPs' taxable income is greater than the MLPs' cash
distributions, the Company will incur current federal income tax liability,
possibly in excess of the cash distributions it receives.

         The Company anticipates that each year it will turn over a certain
portion of its investment assets. The Company will recognize gain or loss on the
disposition of all or a portion of its interest in MLPs in an amount equal to
the difference between the sales price and the Company's basis in the MLP
interests sold. To the extent the Company received MLP cash distributions in
excess of the taxable income reportable by the Company with respect to the
respective MLP interest, the Company's basis in the MLP interest will be reduced
and the Company's gain on the sale of such MLP interest likewise will be
increased.

                                      S-27

<PAGE>

        The Company will not be treated as a regulated investment company under
the federal income tax laws. The federal income tax laws generally provide that
a regulated investment company does not pay an entity level income tax, provided
that it distributes all or substantially all of its income and capital gains.
The regulated investment company taxation rules have no application to the
Company or stockholders of the Company.


FEDERAL INCOME TAX TREATMENT OF HOLDERS OF TORTOISE NOTES


         Under present law, the Company believes that Tortoise Notes will
constitute indebtedness of the Company for federal income tax purposes, which
the below discussion assumes. The Company intends to treat all payments made
with respect to the Tortoise Notes consistent with this characterization.

         Taxation of Interest. Payments or accruals of interest on Tortoise
Notes generally will be taxable to you as interest income at the time such
interest is received (actually or constructively) or accrued, in accordance with
your regular method of accounting for federal income tax purposes.

         Purchase, Sale and Redemption of Tortoise Notes. Initially, your tax
basis in Tortoise Notes acquired generally will be equal to your cost to acquire
such Tortoise Notes. This basis will increase by the amounts, if any, that you
are required or elect to include in income under the rules governing market
discount, and will decrease by the amount of any amortized premium on such
Tortoise Notes, as discussed below. When you sell or exchange any of your
Tortoise Notes, or if any of your Tortoise Notes are redeemed, you generally
will recognize gain or loss equal to the difference between the amount you
realize on the transaction (less any accrued and unpaid interest, which will be
subject to tax in the manner described above under "Taxation of Interest") and
your tax basis in the Tortoise Notes relinquished.

         Except as discussed below with respect to market discount, the gain or
loss that you recognize on the sale, exchange or redemption of any of your
Tortoise Notes generally will be capital gain or loss. Such gain or loss will be
long-term capital gain or loss if the disposed Tortoise Notes were held for more
than one year and will be short-term capital gain or loss if the disposed
Tortoise Notes were held for one year or less. Net long-term capital gain
recognized by a noncorporate U.S. holder generally will be subject to tax at a
lower rate (currently a maximum rate of 15%, although this rate will increase to
20% for taxable years beginning after 2008) than net short-term capital gain or
ordinary income (currently a maximum rate of 35%). A holder's ability to deduct
capital losses may be limited.

         Amortizable Premium. If you purchase Tortoise Notes at a cost greater
than the Tortoise Notes' stated principal amount, plus accrued interest, you
will be considered to have purchased the Tortoise Notes at a premium, and you
generally may elect to amortize this premium as an offset to interest income,
using a constant yield method, over the remaining term of the Tortoise Notes. If
you make the election to amortize the premium, it generally will apply to all
debt instruments that you hold at the time of the election, as well as any debt
instruments that you subsequently acquire. In addition, you may not revoke the
election without the consent of the Internal Revenue Service ("IRS"). If you
elect to amortize the premium, you will be required to reduce your tax basis in
the Tortoise Notes by the amount of the premium amortized during your holding
period. If you do not elect to amortize premium, the amount of premium will be
included in your tax basis in the Tortoise Notes. Therefore, if you do not elect
to amortize the premium and you hold the Tortoise Notes to maturity, you
generally will be required to treat the premium as a capital loss when the
Tortoise Notes are redeemed.

         Market Discount. If you purchase Tortoise Notes at a price that
reflects a "market discount," any principal payments on, or any gain that you
realize on the disposition of the Tortoise Notes generally will be treated as
ordinary interest income to the extent of the market discount that accrued on
the Tortoise Notes during the time you held such Tortoise Notes. "Market
discount" is defined under the Internal Revenue Code as, in general, the excess
of the stated redemption price at maturity over the purchase price

                                      S-28

<PAGE>

of the note, except that if the market discount is less than 0.25% of the stated
redemption price at maturity multiplied by the number of complete years to
maturity, the market discount is considered to be zero. In addition, you may be
required to defer the deduction of all or a portion of any interest paid on any
indebtedness that you incurred or continued to purchase or carry the Tortoise
Notes that were acquired at a market discount. In general, market discount will
be treated as accruing ratably over the term of the Tortoise Notes, or, at your
election, under a constant yield method.


         You may elect to include market discount in gross income currently as
it accrues (on either a ratable or constant yield basis), in lieu of treating a
portion of any gain realized on a sale of the Tortoise Notes as ordinary income.
If you elect to include market discount on a current basis, the interest
deduction deferral rule described above will not apply. If you do make such an
election, it will apply to all market discount debt instruments that you acquire
on or after the first day of the first taxable year to which the election
applies. This election may not be revoked without the consent of the IRS.

TAX CONSEQUENCES OF CERTAIN INVESTMENTS


         Federal Income Taxation of MLPs. MLPs are similar to corporations in
many respects, but differ in others, especially in the way they are taxed for
federal income tax purposes. A corporation is a distinct legal entity, separate
from its stockholders and employees and is treated as a separate entity for
federal income tax purposes as well. Like individual taxpayers, a corporation
must pay a federal income tax on its income. To the extent the corporation
distributes its income to its stockholders in the form of dividends, the
stockholders must pay federal income tax on the dividends they receive. For this
reason, it is said that corporate income is double-taxed, or taxed at two
levels.

         An MLP, that satisfies the Qualifying Income rules is treated for
federal income tax purposes as a pass-through entity. No federal income tax is
paid at the partnership level. A partnership's income is considered earned by
all the partners; it is allocated among all the partners in proportion to their
interests in the partnership (generally as provided in the partnership
agreement), and each partner pays tax on his or her share of the partnership
income. All the other items that go into determining taxable income and tax owed
are passed through to the partners as well - capital gains and losses,
deductions, credits, etc. Partnership income is thus said to be single-taxed or
taxed only at one level - that of the partner.

         The Internal Revenue Code generally requires "publicly-traded
partnerships" to be treated as corporations for federal income tax purposes.
However, if the publicly-traded partnership satisfies certain requirements, the
publicly-traded partnership will be taxed as a partnership for federal income
tax purposes, referred to herein as an MLP. Under these requirements, an MLP
must receive 90% of its income from specified sources of Qualifying Income.

         Qualifying Income for MLPs includes interest, dividends, real estate
rents, gain from the sale or disposition of real property, certain income and
gain from commodities or commodity futures, and income and gain from certain
mineral or natural resources activities. Mineral or natural resources activities
that generate Qualifying Income include income and gains from the exploration,
development, mining or production, refining, transportation (including
pipelines), or the marketing of any mineral or natural resource. This means that
most MLPs today are in energy, timber, or real estate related businesses.

         Because the MLP itself does not pay federal income tax, its income or
loss is allocated to its investors, irrespective of whether the investors
receive any cash payment from the MLP. MLPs generally make quarterly cash
distributions. Although they resemble corporate dividends, MLP distributions are
treated differently. The MLP distribution is treated as a return of capital to
the extent of the investor's basis in his MLP interest and, to the extent the
distribution exceeds the investor's basis in the MLP interest, capital gain. The
investor's original basis is the price paid for the units. The basis is adjusted

                                      S-29

<PAGE>

downward with each distribution and allocation of deductions (such as
depreciation) and losses, and upwards with each allocation of income.

         It is important to note that an MLP investor is taxed on his share of
partnership income whether or not he actually receives any cash from the
partnership. The tax is based not on money he actually receives, but his
proportionate share of what the partnership earns. However, most MLPs make it a
policy to make quarterly distributions to their partners that will comfortably
exceed any income tax owed.

         When the units are sold, the difference between the sales price and the
investor's adjusted basis is the gain or loss for federal income tax purposes.
The partner generally will not be taxed on distributions until (1) he sells his
MLP units and pays tax on his gain, which gain is increased due to the basis
decrease resulting from prior distributions; or (2) his basis reaches zero.

         At tax filing season an MLP investor will receive a Schedule K-1 form
showing the investor's share of each item of partnership income, gain, loss,
deductions and credits. The investor will use that information to figure the
investor's taxable income (MLPs generally provide their investors with material
that walks them through all the steps). If there is net income derived from the
MLP, the investor pays federal income tax at his, her or its tax rate. If there
is a net loss derived from the MLP, it is generally considered a "passive loss"
under the Internal Revenue Code and generally may not be used to offset income
from other sources, but must be carried forward.

         Because the Company is a corporation, the Company, and not its
stockholders, will report the income or loss of the MLPs. Thus, the Company's
stockholders will not have to deal with any Schedule K-1 reporting income and
loss items of the MLPs. Stockholders, instead, will receive a Form 1099 from the
Company. In addition, due to the Company's anticipated broad public ownership,
the Company does not expect to be subject to the passive activity loss
limitation rules mentioned in the preceding paragraph.


INFORMATION REPORTING AND BACKUP WITHHOLDING

         In general, information reporting requirements will apply to payments
of principal, interest, and premium paid on Tortoise Notes (including redemption
proceeds) and to the proceeds of the sale of Tortoise Notes paid to U.S. holders
other than certain exempt recipients (such as corporations). Information
reporting will generally apply to payments of interest on the Tortoise Notes to
non-U.S. holders and the amount of tax, if any, withheld with respect to such
payments. Copies of the information returns reporting such interest payments and
any withholding may also be made available to the tax authorities in the country
in which the non-U.S. holder resides under the provisions of an applicable
income tax treaty. In addition, for non-U.S. holders, information reporting will
apply to the proceeds of the sale of Tortoise Notes within the United States or
conducted through United States-related financial intermediaries unless the
certification requirements described below have been complied with and the
statement described below in "Taxation of Non-U.S. Holders" has been received
(and the payor does not have actual knowledge or reason to know that the
beneficial owner is a United States person) or the holder otherwise establishes
an exemption.


         The Company may be required to withhold, for U.S. federal income tax
purposes, a portion of all taxable payments (including redemption proceeds)
payable to holders of Tortoise Notes who fail to provide the Company with their
correct taxpayer identification number, who fail to make required certifications
or who have been notified by the IRS that they are subject to backup withholding
(or if the Company has been so notified). Certain corporate and other
stockholders specified in the Internal Revenue Code and the regulations
thereunder are exempt from backup withholding. Backup withholding is not an
additional tax. Any amounts withheld may be credited against the holder's U.S.
federal income tax liability provided the appropriate information is furnished
to the IRS. If you are a non-U.S. Holder, you may have to comply with
certification procedures to establish your non-U.S. status in order to avoid

                                      S-30

<PAGE>

backup withholding tax requirements. The certification procedures required to
claim the exemption from withholding tax on interest income described below will
satisfy these requirements.


TAXATION OF NON-U.S. HOLDERS


         If you are a non-resident alien individual or a foreign corporation (a
"non-U.S. Holder"), the payment of interest on the Tortoise Notes generally will
be considered "portfolio interest" and thus generally will be exempt from United
States federal withholding tax. This exemption will apply to you provided that
(i) interest paid on the Tortoise Notes is not effectively connected with your
conduct of a trade or business in the United States, (ii) you are not a bank
whose receipt of interest on the Tortoise Notes is described in Section
881(c)(3)(A) of the Internal Revenue Code, (iii) you do not actually or
constructively own 10 percent or more of the combined voting power of all
classes of the Company's stock entitled to vote, (iv) you are not a controlled
foreign corporation that is related, directly or indirectly to the Company
through stock ownership, or (v) you satisfy the certification requirements
described below.

         To satisfy the certification requirements, either (1) the holder of any
Tortoise Notes must certify, under penalties of perjury, that such holder is a
non-U.S. person and must provide such owner's name, address and taxpayer
identification number, if any, on IRS Form W-8BEN, or (2) a securities clearing
organization, bank or other financial institution that holds customer securities
in the ordinary course of its trade or business and holds the Tortoise Notes on
behalf of the holder thereof must certify, under penalties of perjury, that it
has received a valid and properly executed IRS Form W-8BEN from the beneficial
holder and comply with certain other requirements. Special certification rules
apply for Tortoise Notes held by a foreign partnership and other intermediaries.

         Interest on Tortoise Notes received by a non-U.S. Holder which is not
excluded from U.S. federal withholding tax under the portfolio interest
exemption as described above generally will be subject to withholding at a 30%
rate, except where a non-U.S. Holder can claim the benefits of an applicable tax
treaty to reduce or eliminate such withholding tax and such non-U.S. Holder
provides the Company with a properly executed IRS Form W-8BEN claiming such
exemption or reduction.

         Any capital gain that a non-U.S. Holder realizes on a sale, exchange or
other disposition of Tortoise Notes generally will be exempt from United States
federal income tax, including withholding tax. This exemption will not apply to
you if your gain is effectively connected with your conduct of a trade or
business in the U.S. or you are an individual holder and are present in the U.S.
for 183 days or more in the taxable year of the disposition and either your gain
is attributable to an office or other fixed place of business that you maintain
in the U.S. or you have a tax home in the United States.


                              PROXY VOTING POLICIES


         The Company and the Adviser have adopted proxy voting policies and
procedures ("Proxy Policy"), which they believe are reasonably designed to
ensure that proxies are voted in the best interests of the Company and its
stockholders. Subject to the oversight of the Board, the Board has delegated
responsibility for implementing the Proxy Policy to the Adviser. Because of the
unique nature of MLPs in which the Company primarily invests, the Adviser shall
evaluate each proxy on a case-by-case basis. Because proxies of MLPs are
expected to relate only to extraordinary measures, the Company does not believe
it is prudent to adopt pre-established voting guidelines.

         In the event requests for proxies are received with respect to the
voting of equity securities other than MLP equity units, on routine matters,
such as election of directors or approval of auditors, the proxies usually will
be voted with management unless the Adviser determines it has a conflict or the

                                      S-31

<PAGE>

Adviser determines there are other reasons not to vote with management. On
non-routine matters, such as amendments to governing instruments, proposals
relating to compensation and stock option and equity compensation plans,
corporate governance proposals and stockholder proposals, the Adviser will vote,
or abstain from voting if deemed appropriate, on a case by case basis in a
manner it believes to be in the best economic interest of the Company's
stockholders. In the event requests for proxies are received with respect to
debt securities, the Adviser will vote on a case by case basis in a manner it
believes to be in the best economic interest of the Company's stockholders.

         The Chief Executive Officer is responsible for monitoring Company
actions and ensuring that (1) proxies are received and forwarded to the
appropriate decision makers; and (2) proxies are voted in a timely manner upon
receipt of voting instructions. The Company is not responsible for voting
proxies it does not receive, but will make reasonable efforts to obtain missing
proxies. The Chief Executive Officer shall implement procedures to identify and
monitor potential conflicts of interest that could affect the proxy voting
process, including (1) significant client relationships; (2) other potential
material business relationships; and (3) material personal and family
relationships. All decisions regarding proxy voting shall be determined by the
Investment Committee of the Adviser and shall be executed by the Chief Executive
Officer. Every effort shall be made to consult with the portfolio manager and/or
analyst covering the security. The Company may determine not to vote a
particular proxy, if the costs and burdens exceed the benefits of voting (e.g.,
when securities are subject to loan or to share blocking restrictions).

         If a request for proxy presents a conflict of interest between the
Company's stockholders on one hand, and the Adviser, the principal underwriters,
or any affiliated persons of the Company, on the other hand, Company management
may (i) disclose the potential conflict to the Board of Directors and obtain
consent; or (ii) establish an ethical wall or other informational barrier
between the persons involved in the conflict and the persons making the voting
decisions.

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


         Ernst & Young, LLP serves as the independent registered public
accounting firm for the Company. Ernst & Young, LLP provides audit services, tax
return preparation and assistance and consultation in connection with review of
the Company's filings with the Commission.

                                    CUSTODIAN

         U.S. Bank National Association, 425 Walnut Street, Cincinnati, OH 45202
serves as the custodian of the Company's cash and investment securities. The
Company will pay the custodian a monthly fee computed at an annual rate of
0.015% on the first $100 million of the Company's Managed Assets and 0.01% on
the balance of the Company's Managed Assets, subject to a minimum annual fee of
$4,800.

                             ADDITIONAL INFORMATION


         A Registration Statement on Form N-2, including amendments thereto,
relating to the Tortoise Notes offered hereby, has been filed by the Company
with the Commission. The Company's Prospectus and this Statement of Additional
Information do not contain all of the information set forth in the Registration
Statement, including any exhibits and schedules thereto. Please refer to the
Registration Statement for further information with respect to the Company and
the offering of the Tortoise Notes. Statements contained in the Company's
Prospectus and this Statement of Additional Information as to the

                                      S-32

<PAGE>

contents of any contract or other document referred to are not necessarily
complete and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to a Registration Statement, each such
statement being qualified in all respects by such reference. Copies of the
Registration Statement may be inspected without charge at the Commission's
principal office in Washington, D.C., and copies of all or any part thereof may
be obtained from the Commission upon the payment of certain fees prescribed by
the Commission.


                                      S-33

<PAGE>

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                              FINANCIAL STATEMENTS

                        STATEMENT OF ASSETS & LIABILITIES
                                   (Unaudited)

                                  MAY 31, 2004

ASSETS:
    Investments at value (cost $302,832,921) ...................$ 291,288,663
    Dividends and interest receivable ..........................       75,497
    Prepaid expenses ...........................................       60,247
                                                                -------------
       Total assets ...........................................   291,424,407
                                                                -------------


LIABILITIES:
    Dividend payable ...........................................    2,524,609
    Payable for securities purchased ...........................    1,918,120
    Advisory fee payable .......................................      348,513
    Accrued expenses and other liabilities .....................      331,345
                                                                -------------
       Total liabilities .......................................    5,122,587
                                                                -------------

       Net assets ..............................................$ 286,301,820
                                                                =============

NET ASSETS CONSIST OF:
    Capital stock, $0.001 par value; 12,623,047
       shares issued and outstanding (100,000,000
       shares authorized) ......................................$      12,623
    Additional paid-in capital .................................  300,495,985
    Net investment loss and realized loss on investments........   (2,662,530)
    Unrealized depreciation on investments......................  (11,544,258)

                                                                -------------
       Net assets ..............................................$ 286,301,820
                                                                =============

       Net Asset Value per share ...............................$       22.68
                                                                =============


                                      F-1

<PAGE>


                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                             STATEMENT OF OPERATIONS
                                  (Unaudited)

           PERIOD FROM FEBRUARY 27, 2004 (COMMENCEMENT OF OPERATIONS)
                              THROUGH MAY 31, 2004


INVESTMENT INCOME
  Dividends and distributions .................................$     442,722
  Interest ....................................................      458,453
                                                               -------------
          TOTAL INVESTMENT INCOME .............................      901,175
                                                               -------------

EXPENSES
  Advisory fees ...............................................      697,176
  Organizational fees .........................................      286,344
  Professional fees ...........................................       74,486
  Administration fees .........................................       51,371
  Reports to shareholders .....................................       22,170
  Custodian fees and expenses .................................       18,291
  Other expenses ..............................................       15,094
  Directors' fees .............................................       14,718
  Fund accounting fees ........................................       14,124
  Registration fees ...........................................        9,484
  Transfer agent fees .........................................        4,341
                                                               -------------
          TOTAL EXPENSES ......................................    1,207,599
                                                               -------------

  Less, expense reimbursement by Adviser ......................     (168,790)

          NET EXPENSES ........................................    1,038,809
                                                               -------------
NET INVESTMENT LOSS ...........................................     (137,634)
                                                               -------------

REALIZED AND UNREALIZED LOSS ON INVESTMENTS
  Net realized loss on investments                                      (287)
  Net change in unrealized depreciation of investments ........  (11,544,258)
                                                               -------------
          NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS .....  (11,544,545)
                                                               -------------

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ..........$ (11,682,179)
                                                               =============


                                      F-2

<PAGE>


                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                       STATEMENT OF CHANGES IN NET ASSETS
                                  (Unaudited)

             PERIOD FROM FEBRUARY 27, 2004 (1) THROUGH MAY 31, 2004

OPERATIONS:
   Net investment loss .........................................$    (137,634)
   Net realized loss on sale of investments ....................         (287)
   Net change in unrealized depreciation of investments ........  (11,544,258)
                                                                -------------
       Net decrease in net assets resulting from operations ....  (11,682,179)
                                                                -------------

DISTRIBUTIONS TO SHAREHOLDERS:                                     (2,524,609)

CAPITAL SHARE TRANSACTIONS
   Proceeds from initial public offering of 11,000,000
     common shares .............................................  275,000,000
   Proceeds from issuance of 1,600,000 common shares in
     connection with exercising an overallotment option
     granted to underwriters of the initial public offering ....   40,000,000
   Underwriting discounts and offering expenses associated
     with the issuance of common shares ........................  (14,889,978)
                                                                -------------
   Net increase in net assets from capital
     share transactions ........................................  300,125,104
                                                                -------------

Total increase in net assets ...................................  285,918,316

NET ASSETS:
   Beginning of period .........................................      368,422
                                                                -------------
   End of period ...............................................$ 286,301,820
                                                                =============

- ---------------
(1)  Commencement of Operations.


                                      F-3

<PAGE>


                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                             SCHEDULE OF INVESTMENTS
                                   (unaudited)

                                  MAY 31, 2004

<TABLE>
<CAPTION>

MASTER LIMITED PARTNERSHIPS - 77.39%                               SHARES                 VALUE
- ------------------------------------                               ------                 -----
<S>                                                                 <C>               <C>
COAL - 3.36%
Natural Resource Partners L.P............................             253,700         $    9,615,230
                                                                                      --------------
Natural Gas and Petroleum Midstream - 74.03%
Enbridge Energy Partners, L.P............................             248,600             11,177,056
Energy Transfer Partners, L.P............................             160,700              6,138,740
Enterprise Products Partners L.P.........................             735,700             15,412,915
GulfTerra Energy Partners, L.P...........................             195,895              7,471,435
Kaneb Pipe Line Partners, L.P............................             250,000             11,242,500
Kinder Morgan Energy Parners, L.P........................             118,400              4,849,664
Kinder Morgan Management, LLC*...........................             757,110             28,353,770
K-Sea Transportation Partners L.P........................              57,000              1,443,810
Magellan Midstream Partners, L.P.........................             520,417             25,068,487
Markwest Energy Partners, LP.............................             119,900              4,472,270
Pacific Energy Partners, LP..............................             379,000              9,774,410
Plains All American Pipeline, L.P........................              13,100                417,235
Plains All American Pipeline, L.P. - Unregistered ^......           1,142,760             34,945,601
Sunoco Logistics Partners L.P............................             838,200             27,903,678
TEPPCO Partners, L.P.....................................             303,600             11,354,640
Valero L.P...............................................             249,100             11,916,944
                                                                                      --------------
                                                                                         211,943,155
                                                                                      --------------
TOTAL MASTER LIMITED PARTNERSHIPS (Cost $233,102,642)                                    221,558,385
                                                                                      --------------

                                                                  PRINCIPAL
PROMISSORY NOTES - 2.99%                                           AMOUNT
- ------------------------                                          ---------

K-Sea Transportation Partners L.P.-Unregistered, 8.000%,
  Due 03/31/2009 (Cost $8,571,055) ^.....................         $ 8,700,000              8,571,055
                                                                                      --------------

                                                                  PRINCIPAL
              SHORT-TERM INVESTMENTS - 21.36%                       AMOUNT                 VALUE
              -------------------------------                       ------                 -----
U.S. TREASURY BILLS - 12.22%
0.784%, 06/03/2004                                                $35,000,000             34,998,483
                                                                                      --------------
INVESTMENT COMPANIES - 9.14%                                        SHARES
First American Prime Obligations Fund - Class Z                    13,080,370             13,080,370
First American Treasury Obligations Fund - Class Z                 13,080,370             13,080,370
                                                                                      --------------
                                                                                          26,160,740
                                                                                      --------------
TOTAL SHORT-TERM INVESTMENTS (Cost $61,159,224)                                           61,159,223
                                                                                      --------------
TOTAL INVESTMENTS - 101.74% (Cost $302,832,921)                                          291,288,663
LIABILITIES IN EXCESS OF ASSETS - (1.74)%                                                 (4,986,843)
                                                                                      --------------
TOTAL NET ASSETS - 100.00%                                                              $286,301,820
                                                                                      --------------
<FN>
- ------------------
Footnotes and Abbreviations
 * Non-Income producing security.
 ^ Fair valued securities amount to $43,516,656 which represent 15.2% of the
   Company's net assets.
</FN>
</TABLE>

                                      F-4

<PAGE>

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                    UNAUDITED

                                  MAY 31, 2004

1.   ORGANIZATION

Tortoise Energy Infrastructure Corporation (the "Company") was organized as a
Maryland corporation on October 29, 2003, and is a non-diversified, closed-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Company's investment objective is to seek a high
level of total return with an emphasis on current distributions paid to
shareholders. The Company seeks to provide its shareholders with an efficient
vehicle to invest in a portfolio of publicly traded master limited partnerships
in the energy infrastructure sector. The Company commenced operations on
February 27, 2004. The Company's shares are listed on the New York Stock
Exchange under the symbol "TYG".

2. SIGNIFICANT ACCOUNTING POLICIES

A. Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements. Actual results could differ from those
estimates.

B. Investment Valuation - The Company primarily owns securities that are listed
on a securities exchange. The Company values those securities at their last sale
price on that exchange on the valuation date. If the security is listed on more
than one exchange, the Company will use the price of that exchange that it
generally considers to be the principal exchange on which the security is
traded. Securities listed on the NASDAQ Stock Market, Inc. ("NASDAQ") will be
valued at the NASDAQ Official Closing Price, which may not necessarily represent
the last sale price. If there has been no sale on such exchange or NASDAQ on
such day, the security will be valued at the closing bid price on such day.

The Company may invest up to 30% of its total assets in restricted securities.
Restricted securities may be subject to statutory and contractual restrictions
on their public resale, which may make it more difficult to obtain a valuation
and may limit the Company's ability to dispose of them. Investments in private
placement securities and other securities for which market quotations are not
readily available will be valued in good faith by using fair value procedures
approved by the Board of Directors. Such fair value procedures consider factors
such as securities with similar yields, quality, type of issue, coupon, duration
and rating.

                                       F-5
<PAGE>

The Company generally values short-term debt securities at prices based on
market quotations for such securities, except those securities purchased with 60
days or less to maturity are valued on the basis of amortized cost, which
approximates market value. If events occur that will affect the value of the
Company's portfolio securities before the net asset value has been calculated (a
"significant event"), the portfolio securities so affected will generally be
priced using a fair value procedure.

C. Security Transactions and Investment Income - Security transactions are
accounted for on the date the securities are purchased or sold (trade date).
Realized gains and losses are reported on an identified cost basis. Dividend and
distribution income is recorded on the ex-dividend date. Distributions received
from the Company's investments in master limited partnerships ("MLPs"),
generally are comprised of income and return of capital from the MLP. The
Company records investment income and return of capital based on estimates made
at the time such distributions are received. Such estimates are based on
historical information available from each MLP and other industry sources. These
estimates may subsequently be revised based on information received from MLPs
after their tax reporting periods are concluded. Interest income is recognized
on the accrual basis, including amortization of premiums and accretion of
discounts.

D. Distributions to Shareholders - Distributions to shareholders are recorded on
the ex-dividend date. The character of distributions made during the year from
earnings and profits may differ from their ultimate characterization for federal
income tax purposes. The Company estimates that the current dividend
distribution, for book purposes, is comprised of 80% return of capital and 20%
ordinary income. For tax purposes, the Company estimates the current dividend
distribution is comprised of 100% return of capital. The Company is unable to
make final determinations as to the characteristics of the distribution until
after the end of the calendar year. The Company will inform shareholders of the
final characteristics of the distribution during the month of January 2005.

E. Federal Income Taxation - The Company is treated as a corporation for federal
and state income tax purposes. Thus, the Company is obligated to pay federal and
state income tax on its taxable income. The Company invests its assets primarily
in MLPs, which generally are treated as partnerships for federal income tax
purposes. As a partner in the MLPs, the Company reports its allocable share of
the MLP's taxable income in computing its own taxable income. The Company's tax
expense or benefit will be included in the Statement of Operations based on the
component of income or gains (losses) to which such expense or benefit relates.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. A valuation allowance is
recognized if, based on the weight of available evidence, it is more likely than
not that some portion or all of the deferred income tax asset will not be
realized. Future realization of deferred income tax assets ultimately depends on
the existence of sufficient taxable income of the appropriate character in
either the carryback or carryforward period under the tax law.

                                       F-6
<PAGE>

F. Organization Expenses and Offering Costs - The Company is responsible for
paying all organization expenses. Organization costs are expensed as incurred,
and are reported in the accompanying statement of operations.

3. CONCENTRATION OF RISK

The Company's investment objective is to seek a high level of total return with
an emphasis on current distributions paid to its shareholders. Under normal
circumstances, the Company intends to invest at least 90% of its total assets in
securities of domestic energy infrastructure companies, and will invest at least
70% of its total assets in equity securities of MLPs. The Company may invest up
to 25% of its assets in debt securities, which may include below investment
grade securities. The Company may, for defensive purposes, temporarily invest
all or a significant portion of its assets in investment grade securities,
short-term debt securities and cash or cash equivalents. To the extent the
Company uses this strategy, it may not achieve its investment objectives.

4.   AGREEMENTS

The Company has entered into an Investment Advisory Agreement with Tortoise
Capital Advisors, LLC (the "Adviser"). Under the terms of the agreement, the
Company will pay the Adviser a fee equal to an annual rate of 0.95% of the
Company's average monthly total assets (including any assets attributable to
leverage) minus the sum of accrued liabilities (other than deferred income
taxes, debt entered into for purposes of leverage and the aggregate liquidation
preference of outstanding preferred shares) ("Managed Assets"), if any, in
exchange for the investment advisory services provided. For the period following
the commencement of the Company's operations through January 31, 2006, the
Adviser has agreed to waive or reimburse the Company for fees and expenses in an
amount equal to 0.23% of the average monthly Managed Assets of the Company. For
years ending January 31, 2007, 2008 and 2009, the Adviser has agreed to waive or
reimburse the Company for fees and expenses in an amount equal to 0.10% of the
average monthly Managed Assets of the Company.

The Company has engaged U.S. Bancorp Fund Services, LLC to serve as the
Company's administrator. The Company will pay the administrator a monthly fee
computed at an annual rate of 0.07% of the first $300 million of the Company's
Managed Assets, 0.06% on the next $500 million of Managed Assets and 0.04% on
the balance of the Company's Managed Assets, subject to a minimum annual fee of
$45,000.

Computershare Investor Services, LLC will serve as the Company's transfer agent,
dividend paying agent, and agent for the automatic dividend reinvestment plan.

U.S. Bank N.A. will serve as the Company's custodian. The Company will pay the
custodian a monthly fee computed at an annual rate of 0.015% on the first $100
million of the Company's Managed Assets and 0.01% on the balance of the
Company's Managed Assets, subject to a minimum annual fee of $4,800.

                                       F-7
<PAGE>

5.   INCOME TAXES

Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for tax purposes. However, the Company has an
equal and offsetting valuation allowance against its net deferred income tax
asset, since the Company has not developed a history of taxable income, based on
available evidence. Components of the Company's deferred tax assets and
liabilities as of May 31, 2004 are as follows:

Total deferred tax assets                             $  4,746,879
Total deferred tax liabilities                            (172,661)
Valuation allowance                                     (4,574,218)
                                                      ------------
Total                                                 $        ---
                                                      ============

The Company has deferred tax assets of $106,044 related to organizational costs
that have been deferred and are amortizable in future periods for tax purposes.
In addition, the Company has deferred tax assets of $4,520,587 and $120,248
related to the unrealized depreciation on the securities held by the Company and
net operating loss carryforwards, respectively. The Company's deferred tax
liability of $172,661 related to the amount received from MLPs that is recorded
as net investment income for financial statement purposes. The amount of taxes
anticipated based on statutory rates differs from tax expense actually recorded
due to the Company's valuation allowance on the net deferred tax asset.

6.   INVESTMENT TRANSACTIONS

For the period ended May 31, 2004, the Company purchased securities in the
amount of $235,169,503 (excluding short-term debt securities). There were no
sales of securities during the period.

At May 31, 2004, gross unrealized appreciation and depreciation of investments
for federal income tax purposes were as follows:

Gross unrealized appreciation                         $  1,346,291
Gross unrealized depreciation                          (12,447,827)
                                                      ------------
Net unrealized depreciation                           $(11,101,536)
                                                      ============

7.   COMMON STOCK

There are 100,000,000 shares of beneficial interest authorized and 12,623,047
shares outstanding at May 31, 2004. Transactions in common shares were as
follows:

Beginning shares                                            23,047
Shares sold                                             12,600,000
Shares issued through reinvestment of distributions            ---
                                                        ----------
Ending shares                                           12,623,047
                                                        ==========

                                       F-8
<PAGE>

8.   SUBSEQUENT EVENT

On June 14, 2004 the Company's Board of Directors approved plans to issue notes
payable and preferred stock. The Company has filed a registration statement
related to such offering of notes payable, and expects that the notes will be
issued during the third quarter of 2004, subject to obtaining required
regulatory approvals. The Company intends to issue series A and B auction rate
senior notes in the amount of $110,000,000.

                                       F-9
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


The Shareholders and Board of Directors
Tortoise Energy Infrastructure Corporation

         We have audited the accompanying statement of assets and liabilities of
Tortoise Energy Infrastructure Corporation (referred to herein as "the Company")
as of February 6, 2004, and the related statement of operations for the period
from October 29, 2003 (date of organization) through February 6, 2004. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of cash as of February 6, 2004, by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company at
February 6, 2004, and the results of its operations from October 29, 2003 to
February 6, 2004 in conformity with accounting principles generally accepted in
the United States.

                                             /s/ Ernst & Young LLP

Kansas City, Missouri
February 13, 2004

                                      F-10

<PAGE>

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                       STATEMENT OF ASSETS AND LIABILITIES

                                FEBRUARY 6, 2004

<TABLE>
<CAPTION>

             <S>                                                                               <C>
             ASSETS:
             Cash....................................................................          $550,250
             Deferred Offering Costs.................................................           386,649

             TOTAL ASSETS............................................................           936,899
             LIABILITIES:
             Accrued Offering Costs..................................................           386,649
             Payable to Adviser......................................................            31,967
             Payable for Organization Costs..........................................           134,379
             Payable to Transfer Agent...............................................               400
                                                                                               --------
             TOTAL LIABILITIES.......................................................           553,395
             NET ASSETS APPLICABLE TO COMMON SHARES..................................          $383,504
                                                                                               ========
             NET ASSETS APPLICABLE TO COMMON SHARES REPRESENT:
             Common Shares, $.001 par value; 100,000,000 shares authorized, 23,047
                shares outstanding...................................................          $     23
             Additional Paid-In Capital..............................................           550,227
             Retained Deficit........................................................          (166,746)
                                                                                               --------
             TOTAL...................................................................          $383,504
                                                                                               ========
             NET ASSET VALUE PER COMMON SHARE OUTSTANDING ($383,504 divided by
                23,047 common shares outstanding)....................................          $  16.64
                                                                                               ========
</TABLE>

         The accompanying notes are an integral part of the financial
statements.

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                             STATEMENT OF OPERATIONS

               PERIOD FROM OCTOBER 29, 2003 (DATE OF ORGANIZATION)
                            THROUGH FEBRUARY 6, 2004


     Investment Income...........................    $      --
     Expenses:
        Organization Costs....................       $ 166,346
        Transfer Agent Fees...................             400
                                                     ---------
     Total Expenses..............................      166,746
     Net Investment Loss Before Taxes............     (166,746)
                                                     ---------
     Income taxes................................           --
                                                     ---------
     Net investment loss.........................    $(166,746)

         The accompanying notes are an integral part of the financial
statements.

                                      F-11

<PAGE>

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                FEBRUARY 6, 2004

1.       Organization

         Tortoise Energy Infrastructure Corporation (the "Company") was
organized as a Maryland corporation on October 29, 2003, and is a
non-diversified, closed-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"). The Company has had no
operations other than the sale of 23,047 shares to the aggregate Subscribers for
$550,250 on January 22, 2004. The Company is planning a public offering of its
common stock as soon as practicable after the effective date of its registration
statement.

2.       Significant Accounting Policies

         The following is a listing of the significant accounting policies that
the Company will implement upon the commencement of its operations:

         A.       Use of Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. Actual results could differ
from those estimates.

         B.       Investment Valuation - The Company intends to own securities
that are listed on a securities exchange. The Company will value those
securities at their last sale price on that exchange on the valuation date. If
the security is listed on more than one exchange, the Company will use the price
of that exchange that it generally considers to be the principal exchange on
which the stock is traded. Securities listed on the NASDAQ Stock Market, Inc.
("NASDAQ") will be valued at the NASDAQ Official Closing Price, which may not
necessarily represent the last sale price. If there has been no sale on such
exchange or NASDAQ on such day, the security will be valued at the mean between
the bid and ask price on such day.

         The Company may invest up to 30% of its total assets in direct private
placement securities. Direct private placement securities are subject to
statutory and contractual restrictions on their public resale, which may make it
more difficult to obtain a valuation and may limit the Company's ability to
dispose of them. Investments in private placement securities and other
securities for which market quotations are not readily available will be valued
in good faith by using fair value procedures approved by the Board of Directors.
Such fair value procedures consider factors such as securities with similar
yields, quality, type of issue, coupon, duration and rating.

         The Company generally will value short-term debt securities at prices
based on market quotations for such securities, except those securities
purchased with 60 days or less to maturity are valued on the basis of amortized
cost, which approximates market value. If events occur that will affect the
value of the Company's portfolio securities before the net asset value has been

                                      F-12
<PAGE>

calculated (a "significant event"), the portfolio securities so affected will
generally be priced using a fair value procedure.

         C.       Security Transaction and Investment Income - Security
transactions will be accounted for on the date the securities are purchased or
sold (trade date). Realized gains and losses will be reported on an identified
cost basis. Dividend and distribution income will be recorded on the ex-dividend
date. Interest income will be recognized on the accrual basis, including
amortization of premiums and accretion of discounts.

         D.       Distributions to Shareholders - Distributions to shareholders
will be recorded on the ex-dividend date. The character of distributions made
during the year from net investment income or net realized gains may differ from
their ultimate characterization for federal income tax purposes.

         E.       Federal Income Taxation - The Company is treated as a
corporation for federal and state income tax purposes. Thus, the Company will be
obligated to pay federal and state income tax on its taxable income. The Company
intends to invest its assets primarily in Master Limited Partnerships ("MLPs"),
which generally are treated as partnerships for federal income tax purposes. As
a partner in the MLPs, the Company will report its allocable share of the MLP's
taxable income in computing its own taxable income. The Company's tax expense or
benefit will be included in the Statement of Operations based on the component
of income or gains (losses) to which such expense or benefit relates. Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. A valuation allowance is recognized
if, based on the weight of available evidence, it is more likely than not that
some portion or all of the deferred income tax asset will not be realized.
Future realization of deferred income tax assets ultimately depends on the
existence of sufficient taxable income of the appropriate character in either
the carryback or carryforward period under the tax law.

         F.       Organization Expenses and Offering Costs - The Company is
responsible for paying all organization and offering expenses. Offering costs
paid by the Company will be charged as a reduction of paid-in capital at the
completion of the Company's initial public offering. Organization costs are
expensed as incurred, and are reported in the accompanying statement of
operations.

3.       Concentration of Risk

         The Company's investment objective is to seek a high level of total
return with an emphasis on current distributions paid to its shareholders. Under
normal circumstances, the Company intends to invest at least 90% of its total
assets in securities of energy infrastructure companies, and will invest at
least 70% of its total assets in equity securities of MLPs. The Company may
invest up to 25% of its assets in debt securities, which may include below
investment grade securities. The Company may, for defensive purposes,
temporarily invest all or a significant portion of its assets in investment
grade securities, short-term debt securities and cash or cash equivalents. To
the extent the Company uses this strategy, it may not achieve its investment
objectives.

                                      F-13

<PAGE>

4.       Agreements

         The Company has entered into an Investment Advisory Agreement with
Tortoise Capital Advisors, LLC (the "Adviser"). Under the terms of the
agreement, the Company will pay the Adviser a fee equal to an annual rate of
0.95% of the Company's average monthly total assets (including any assets
attributable to leverage) minus the sum of accrued liabilities other than
deferred income taxes, debt entered into for purposes of leverage and the
aggregate liquidation preference of outstanding preferred shares, if any,
("Managed Assets") in exchange for the investment advisory services provided.
For the period following the commencement of the Company's operations through
January 31, 2006, the Adviser has agreed to waive or reimburse the Company for
fees and expenses in an amount equal to 0.23% of the average monthly Managed
Assets of the Company. For years ending January 31, 2007, 2008 and 2009, the
Adviser has agreed to waive or reimburse the Company for fees and expenses in an
amount equal to 0.10% of the average monthly Managed Assets of the Company.

         As of February 6, 2004, the Company owes the Adviser $31,967 for costs
incurred in connection with the registration statement and organization of the
Company. This amount is payable to the Adviser upon the closing date of the
public offering.

         The Company has engaged U.S. Bancorp Fund Services, LLC to serve as the
Company's administrator. The Company will pay the administrator a monthly fee
computed at an annual rate of 0.07% of the first $300 million of the Company's
Managed Assets, 0.06% on the next $500 million of Managed Assets and 0.04% on
the balance of the Company's Managed Assets, subject to a minimum annual fee of
$45,000.

         Computershare Investor Services, LLC will serve as the Company's
transfer agent, dividend paying agent, and agent for the automatic dividend
reinvestment plan.

         U.S. Bank N.A. will serve as the Company's custodian. The Company will
pay the custodian a monthly fee computed at an annual rate of 0.015% on the
first $100 million of the Company's Managed Assets and 0.01% on the balance of
the Company's Managed Assets, subject to a minimum annual fee of $4,800.

5.       Income Taxes

         As of February 6, 2004, the Company has a deferred income tax asset in
the amount of approximately $61,000 related to organization costs incurred by
the Company, which cannot be deducted for income tax purposes. However, the
Company has an equal and offsetting valuation allowance against its deferred
income tax asset, since the Company has not developed a history of taxable
income, based on available evidence.


                                      F-14

<PAGE>

                                   APPENDIX A-
                 SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE


         The following is a summary of certain provisions of the Indenture and
Supplemental Indenture. This summary does not purport to be complete and is
qualified in its entirety by reference to the Indenture, a copy of which is on
file with the Commission.


                                   DEFINITIONS


         "`AA' COMPOSITE COMMERCIAL PAPER RATE" on any date means (i) the
interest equivalent of the 30-day rate, in the case of a Rate Period which is a
Standard Rate Period or shorter, or the 180-day rate, in the case of all other
Rate Periods on commercial paper on behalf of issuers whose corporate bonds are
rated "AA" by S&P, or the equivalent of such rating by another nationally
recognized rating agency, as announced by the Federal Reserve Bank of New York
for the close of business on the Business Day immediately preceding such date;
or (ii) if the Federal Reserve Bank of New York does not make available such a
rate, then the arithmetic average of the interest equivalent of such rates on
commercial paper placed on behalf of such issuers, as quoted on a discount basis
or otherwise by the Commercial Paper Dealers to the Auction Agent for the close
of business on the Business Day immediately preceding such date (rounded to the
next highest .001 of 1%). If any Commercial Paper Dealer does not quote a rate
required to determine the "AA" Composite Commercial Paper Rate, such rate shall
be determined on the basis of the quotations (or quotation) furnished by the
remaining Commercial Paper Dealers (or Dealer), if any, or, if there are no such
Commercial Paper Dealers, by the Auction Agent. For purposes of this definition,
(A) "Commercial Paper Dealers" shall mean (1) Citigroup Global Markets Inc.,
Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Goldman Sachs & Co.; (2) in lieu of any thereof, its respective Affiliate or
successor; and (3) in the event that any of the foregoing shall cease to quote
rates for commercial paper of issuers of the sort described above, in
substitution therefor, a nationally recognized dealer in commercial paper of
such issuers then making such quotations selected by the Corporation, and (B)
"interest equivalent" of a rate stated on a discount basis for commercial paper
of a given number of days' maturity shall mean a number equal to the quotient
(rounded upward to the next higher one-thousandth of 1%) of (1) such rate
expressed as a decimal, divided by (2) the difference between (x) 1.00 and (y) a
fraction, the numerator of which shall be the product of such rate expressed as
a decimal, multiplied by the number of days in which such commercial paper shall
mature and the denominator of which shall be 360.

         "AFFILIATE" means any person controlled by, in control of or under
common control with the Company; provided that no Broker-Dealer controlled by,
in control of or under common control with the Company shall be deemed to be an
Affiliate nor shall any corporation or any person controlled by, in control of
or under common control with such corporation one of the directors or executive
officers of which also is a Director of the Company be deemed to be an Affiliate
solely because such director or executive officer also is a Director of the
Company.


         "AGENT MEMBER" means a member of or participant in the Securities
Depository that will act on behalf of a Bidder.

         "ALL HOLD RATE" means 80% of the "AA" Composite Commercial Paper Rate.


         "APPLICABLE RATE" means, with respect to each Series of Tortoise Notes
for each Rate Period (i) if Sufficient Clearing Orders exist for the Auction in
respect thereof, the Winning Bid Rate, (ii) if Sufficient Clearing Orders do not
exist for the Auction in respect thereof, the Maximum Rate, (iii) in the case
where all the Tortoise Notes of a series are the subject of Hold Orders for the
Auction in respect thereof, the All Hold Rate, and (iv) if an Auction is not
held for any reason (including the circumstance where there is no Auction Agent
or Broker-Dealer), the Maximum Rate.


                                      A-1

<PAGE>

         "AUCTION" means each periodic operation of the procedures set forth in
Appendix B--Auction Procedures.

         "AUCTION AGENT" means The Bank of New York unless and until another
commercial bank, trust company, or other financial institution appointed by a
resolution of the Board of Directors enters into an agreement with the Company
to follow the Auction Procedures for the purpose of determining the Applicable
Rate.


         "AUCTION DATE" means the first Business Day next preceding the first
day of a Rate Period for each Series of Tortoise Notes.


         "AUCTION PROCEDURES" means the procedures for conducting Auctions set
forth in Appendix B hereto.


         "AUTHORIZED DENOMINATIONS" means $25,000 and any integral multiple
thereof.

         "BENEFICIAL OWNER," with respect to each Series of Tortoise Notes,
means a customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer (or, if applicable, the Auction Agent) as a holder of such Series
of Tortoise Notes.


         "BID" shall have the meaning specified in Appendix B--Auction
Procedures.

         "BIDDER" shall have the meaning in Appendix B--Auction Procedures;
provided, however, that neither the Company nor any affiliate thereof shall be
permitted to be a Bidder in an Auction, except that any Broker-Dealer that is an
affiliate of the Company may be a Bidder in an Auction, but only if the Orders
placed by such Broker-Dealer are not for its own account.


         "BOARD OF DIRECTORS" or "BOARD" means the Board of Directors of the
Company or any duly authorized committee thereof as permitted by applicable law.

         "BROKER-DEALER" means any broker-dealer or broker-dealers, or other
entity permitted by law to perform the functions required of a Broker-Dealer by
the Auction Procedures, that has been selected by the Company and has entered
into a Broker-Dealer Agreement that remains effective.

         "BROKER-DEALER AGREEMENT" means an agreement among the Auction Agent
and a Broker-Dealer, pursuant to which such Broker-Dealer agrees to follow the
Auction Procedures.

         "BUSINESS DAY" means a day on which the New York Stock Exchange is open
for trading and which is not a Saturday, Sunday or other day on which banks in
the City of New York, New York are authorized or obligated by law to close.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMERCIAL PAPER DEALERS" has the meaning set forth in the definition
of AA Composite Commercial Paper Rate.

         "COMMISSION" means the Securities and Exchange Commission.

         "DEFAULT RATE" means the Reference Rate multiplied by three (3).

         "DEPOSIT SECURITIES" means cash and any obligations or securities,
including short term money market instruments that are Eligible Assets, rated at
least AAA, A-2 or SP-2 by Fitch, except that such

                                      A-2

<PAGE>

obligations or securities shall be considered "Deposit Securities" only if they
are also rated at least P-2 by Moody's.

         "DISCOUNT FACTOR" means the Moody's Discount Factor (if Moody's is then
rating the Tortoise Notes), Fitch Discount Factor (if Fitch is then rating the
Tortoise Notes) or an Other Rating Agency Discount Factor, whichever is
applicable.

         "DISCOUNTED VALUE" means the quotient of the Market Value of an
Eligible Asset divided by the applicable Discount Factor, provided that with
respect to an Eligible Asset that is currently callable, Discounted Value will
be equal to the quotient as calculated above or the call price, whichever is
lower, and that with respect to an Eligible Asset that is prepayable, Discounted
Value will be equal to the quotient as calculated above or the par value,
whichever is lower.

         "ELIGIBLE ASSETS" means Moody's Eligible Assets or Fitch's Eligible
Assets (if Moody's or Fitch are then rating the Tortoise Notes) and/or Other
Rating Agency Eligible Assets, whichever is applicable.

         "EXISTING HOLDER," with respect to Tortoise Notes of a series, shall
mean a Broker-Dealer (or any such other Person as may be permitted by the
Company) that is listed on the records of the Auction Agent as a holder of
Tortoise Notes of such series.

         "FITCH" means Fitch Ratings and its successors at law.

         "FITCH DISCOUNT FACTOR" means the discount factors set forth in the
Fitch Guidelines for use in calculating the Discounted Value of the Company's
assets in connection with Fitch's ratings of Tortoise Notes.

         "FITCH ELIGIBLE ASSET" means assets of the Company set forth in the
Fitch Guidelines as eligible for inclusion in calculating the Discounted Value
of the Company's assets in connection with Fitch's ratings of Tortoise Notes.

         "FITCH GUIDELINES" mean the guidelines provided by Fitch, as may be
amended from time to time, in connection with Fitch's ratings of Tortoise Notes.


         "HOLD ORDER" shall have the meaning specified in Appendix B--Auction
Procedures.


         "HOLDER" means, with respect to Tortoise Notes, the registered holder
of notes of each series of Tortoise Notes as the same appears on the books or
records of the Company.


         "MARKET VALUE" means the market value of an asset of the Company as
determined as follows:

         For equity securities, the value obtained from readily available market
quotations. If an equity security is not traded on an exchange or not available
from a Board-approved pricing service, the value obtained from written
broker-dealer quotations. For fixed-income securities, the value obtained from
readily available market quotations based on the last updated sale price or the
value obtained from a pricing service or the value obtained from a written
broker-dealer quotation from a dealer who has made a market in the security.
Market value for other securities will mean the value obtained pursuant to the
Company's Valuation Procedures. If the market value of a security cannot be
obtained, or the Company's investment adviser determines that the value of a
security as so obtained does not represent the fair value of a security, fair
value for that security shall be determined pursuant to methodologies
established by the Board of Directors.


                                      A-3

<PAGE>

         "MAXIMUM RATE" means, on any date on which the Applicable Rate is
determined, the rate equal to the applicable percentage of the Reference Rate,
subject to upward but not downward adjustment in the discretion of the Board of
Directors after consultation with the Broker-Dealers, provided that immediately
following any such increase the Company would be in compliance with the Tortoise
Notes Basic Maintenance Amount.


         "MINIMUM RATE" means, on any Auction Date with respect to a Rate Period
of 28 days or fewer, 70% of the AA Composite Commercial Paper Rate at the close
of business on the Business Day next preceding such Auction Date. There shall be
no Minimum Rate on any Auction Date with respect to a Rate Period of more than
the Standard Rate Period.

         "MOODY'S" means Moody's Investors Service, Inc., a Delaware
corporation, and its successors at law.

         "MOODY'S DISCOUNT FACTOR" means the discount factors set forth in the
Moody's Guidelines for use in calculating the Discounted Value of the Company's
assets in connection with Moody's ratings of Tortoise Notes.

         "MOODY'S ELIGIBLE ASSETS" means assets of the Company set forth in the
Moody's Guidelines as eligible for inclusion in calculating the Discounted Value
of the Company's assets in connection with Moody's ratings of Tortoise Notes.

         "MOODY'S GUIDELINES" mean the guidelines provided by Moody's, as may be
amended from time to time, in connection with Moody's ratings of Tortoise Notes.


         "1940 ACT TORTOISE NOTES ASSET COVERAGE" means asset coverage, as
determined in accordance with Section 18(h) of the 1940 Act, of at least 300%
with respect to all outstanding senior securities representing indebtedness of
the Company, including all Outstanding Tortoise Notes (or such other asset
coverage as may in the future be specified in or under the 1940 Act as the
minimum asset coverage for senior securities representing indebtedness of a
closed-end investment company as a condition of declaring dividends on its
common stock), determined on the basis of values calculated as of a time within
48 hours next preceding the time of such determination.


         "NOTES" means Securities of the Company ranking on a parity with the
Tortoise Notes that may be issued from time to time pursuant to the Indenture.


         "ORDER" shall have the meaning specified in Appendix B--Auction
Procedures.

         "ORIGINAL ISSUE DATE" means, with respect to Series A and Series B
Tortoise Notes, _________, 2004.


         "OTHER RATING AGENCY" means each rating agency, if any, other than
Moody's or Fitch then providing a rating for the Tortoise Notes pursuant to the
request of the Company.

         "OTHER RATING AGENCY DISCOUNT FACTOR" means the discount factors set
forth in the Other Rating Agency Guidelines of each Other Rating Agency for use
in calculating the Discounted Value of the Company's assets in connection with
the Other Rating Agency's rating of Tortoise Notes.

         "OTHER RATING AGENCY ELIGIBLE ASSETS" means assets of the Company set
forth in the Other Rating Agency Guidelines of each Other Rating Agency as
eligible for inclusion in calculating the Discounted Value of the Company's
assets in connection with the Other Rating Agency's rating of Tortoise Notes.

                                      A-4

<PAGE>

         "OTHER RATING AGENCY GUIDELINES" mean the guidelines provided by each
Other Rating Agency, as may be amended from time to time, in connection with the
Other Rating Agency's rating of Tortoise Notes.

         "OUTSTANDING" or "outstanding" means, as of any date, Tortoise Notes
theretofore issued by the Company except, without duplication, (i) any Tortoise
Notes theretofore canceled, redeemed or repurchased by the Company, or delivered
to the Trustee for cancellation or with respect to which the Company has given
notice of redemption and irrevocably deposited with the Paying Agent sufficient
funds to redeem such Tortoise Notes and (ii) any Tortoise Notes represented by
any certificate in lieu of which a new certificate has been executed and
delivered by the Company. Notwithstanding the foregoing, (A) in connection with
any Auction, any Series of Tortoise Notes as to which the Company or any person
known to the Auction Agent to be an Affiliate of the Company shall be the
Existing Holder thereof shall be disregarded and deemed not to be Outstanding;
and (B) for purposes of determining the Tortoise Notes Basic Maintenance Amount,
Tortoise Notes held by the Company shall be disregarded and not deemed
Outstanding but Tortoise Notes held by any Affiliate of the Company shall be
deemed Outstanding.


         "PAYING AGENT" means BNY Midwest Trust Company, N.A. unless and until
another entity appointed by a resolution of the Board of Directors enters into
an agreement with the Company to serve as paying agent, which paying agent may
be the same as the Trustee or the Auction Agent.


         "PERSON" or "person" means and includes an individual, a partnership, a
trust, a company, an unincorporated association, a joint venture or other entity
or a government or any agency or political subdivision thereof.

         "POTENTIAL BENEFICIAL OWNER," with respect to a series of Tortoise
Notes, shall mean a customer of a Broker-Dealer that is not a Beneficial Owner
of Tortoise Notes of such series but that wishes to purchase Tortoise Notes of
such series, or that is a Beneficial Owner of Tortoise Notes of such series that
wishes to purchase additional Tortoise Notes of such series.


         "POTENTIAL HOLDER," with respect to Tortoise Notes of such series,
shall mean a Broker-Dealer (or any such other person as may be permitted by the
Company) that is not an Existing Holder of Tortoise Notes of such series or that
is an Existing Holder of Tortoise Notes of such series that wishes to become the
Existing Holder of additional Tortoise Notes of such series.


         "RATE PERIOD" means, with respect to a Series of Tortoise Notes, the
period commencing on the Original Issue Date thereof and ending on the date
specified for such series on the Original Issue Date thereof and thereafter, as
to such series, the period commencing on the day following each Rate Period for
such series and ending on the day established for such series by the Company.

         "RATING AGENCY" means each of Fitch (if Fitch is then rating Tortoise
Notes), Moody's (if Moody's is then rating Tortoise Notes) and any Other Rating
Agency.

         "RATING AGENCY GUIDELINES" mean Fitch Guidelines (if Fitch is then
rating Tortoise Notes), Moody's Guidelines (if Moody's is then rating Tortoise
Notes) and any Other Rating Agency Guidelines.


         "REFERENCE RATE" means, with respect to the determination of the
Maximum Rate and Default Rate, the greater of (1) applicable AA Composite
Commercial Paper Rate (for a Rate Period of fewer than 184 days) or the
applicable Treasury Index Rate (for a Rate Period of 184 days or more), or (2)
the applicable LIBOR Rate.


         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.

                                      A-5

<PAGE>

         "SECURITIES DEPOSITORY" means The Depository Trust Company and its
successors and assigns or any successor securities depository selected by the
Company that agrees to follow the procedures required to be followed by such
securities depository in connection with the Tortoise Notes Series A and Series
B.


         "SELL ORDER" shall have the meaning specified in Appendix B--Auction
Procedures.


         "SPECIAL RATE PERIOD" means a Rate Period that is not a Standard Rate
Period.

         "SPECIFIC REDEMPTION PROVISIONS" means, with respect to any Special
Rate Period of more than one year, either, or any combination of a period (a
"Non-Call Period") determined by the Board of Directors after consultation with
the Broker-Dealers, during which the Tortoise Notes subject to such Special Rate
Period are not subject to redemption at the option of the Company consisting of
a number of whole years as determined by the Board of Directors after
consultation with the Broker-Dealers, during each year of which the Tortoise
Notes subject to such Special Rate Period shall be redeemable at the Company's
option and/or in connection with any mandatory redemption at a price equal to
the principal amount plus accumulated but unpaid interest plus a premium
expressed as a percentage or percentages of $25,000 or expressed as a formula
using specified variables as determined by the Board of Directors after
consultation with the Broker-Dealers.

         "STANDARD RATE PERIOD" means a Rate Period of 28 days.


         "STATED MATURITY" with respect to Tortoise Notes Series A and Series
B, shall mean ___________, 2044 and __________, 2044, respectively.


         "SUBMISSION DEADLINE" means 1:00 p.m., Eastern Standard time, on any
Auction Date or such other time on any Auction Date by which Broker-Dealers are
required to submit Orders to the Auction Agent as specified by the Auction Agent
from time to time.


         "SUBMITTED BID" shall have the meaning specified in Appendix B--Auction
Procedures.

         "SUBMITTED HOLD ORDER" shall have the meaning specified in Appendix
B--Auction Procedures.

         "SUBMITTED ORDER" shall have the meaning specified in Appendix
B--Auction Procedures.

         "SUBMITTED SELL ORDER" shall have the meaning specified in Appendix
B--Auction Procedures.

         "SUFFICIENT CLEARING BIDS" shall have the meaning specified in Appendix
B--Auction Procedures.


         "TORTOISE NOTES BASIC MAINTENANCE AMOUNT" as of any Valuation Date has
the meaning set forth in the Rating Agency Guidelines.


         "TORTOISE NOTES SERIES A AND SERIES B" means the Series A and Series
B of the Tortoise Notes or any other Notes hereinafter designated as Series A
and Series B of the Tortoise Notes.


         "TREASURY INDEX RATE" means the average yield to maturity for actively
traded marketable U.S. Treasury fixed interest rate securities having the same
number of 30-day periods to maturity as the length of the applicable Rate
Period, determined, to the extent necessary, by linear interpolation based upon
the yield for such securities having the next shorter and next longer number of
30-day periods to maturity treating all Rate Periods with a length greater than
the longest maturity for such securities as having a length equal to such
longest maturity, in all cases based upon data set forth in the most recent
weekly statistical release published by the Board of Governors of the Federal
Reserve System (currently in H.15(519)); provided, however, if the most recent
such statistical release shall not have been published

                                      A-6

<PAGE>

during the 15 days preceding the date of computation, the foregoing computations
shall be based upon the average of comparable data as quoted to the Company by
at least three recognized dealers in U.S. Government securities selected by the
Company.


         "TRUSTEE" means BNY Midwest Trust Company, N.A. or such other person
who is named as a trustee pursuant to the terms of the Indenture.

         "VALUATION DATE" means every ____________, or, if such day is not a
Business Day, the next preceding Business Day; provided, however, that the first
Valuation Date may occur on any other date established by the Company; provided,
further, however, that such first Valuation Date shall be not more than one week
from the date on which Tortoise Notes Series A and Series B initially are
issued.



               NOTE DETAILS, FORM OF NOTES AND REDEMPTION OF NOTES

INTEREST

         (a) The Holders of any Series of Tortoise Notes shall be entitled to
receive interest payments on their Tortoise Notes at the Applicable Rate,
determined as set forth in paragraph (c) below, and no more, payable on the
respective dates determined as set forth in paragraph (b) below. Interest on the
Outstanding Tortoise Notes of any series issued on the Original Issue Date shall
accumulate from the Original Issue Date.

         (b)(i) Interest shall be payable, subject to subparagraph (b)(ii)
below, on each series of Tortoise Notes, with respect to any Rate Period on the
first Business Day following the last day of such Rate Period; provided,
however, if the Rate Period is greater than 30 days then on a monthly basis on
the first Business Day of each month within such Rate Period and on the Business
Day following the last day of such Rate Period.


                  (ii) If a day for payment of interest resulting from the
         application of subparagraph (b)(i) above is not a Business Day, (A)
         then the Interest Payment Date shall be the first Business Day
         following such day for payment of interest in the case of a Series of
         Tortoise Notes designated as "Series A" or "Series B" or (B) then
         the Interest Payment Date shall be the first Business Day that falls
         prior to such day for payment of interest in the case of a Series of
         Tortoise Notes designated as "Series A" or "Series B".

                  (iii) The Company shall pay to the Paying Agent not later than
         3:00 p.m., New York City time, on the Business Day next preceding each
         Interest Payment Date for each Series of Tortoise Notes, an aggregate
         amount of funds available on the next Business Day in the City of New
         York, New York, equal to the interest to be paid to all Holders of such
         Tortoise Notes on such Interest Payment Date. The Company shall not be
         required to establish any reserves for the payment of interest.


                  (iv) All moneys paid to the Paying Agent for the payment of
         interest shall be held in trust for the payment of such interest by the
         Paying Agent for the benefit of the Holders specified in subparagraph
         (b)(v) below. Any moneys paid to the Paying Agent in accordance with
         the foregoing but not applied by the Paying Agent to the payment of
         interest, including interest earned on such moneys, will, to the extent
         permitted by law, be repaid to the Company at the end of 90 days from
         the date on which such moneys were to have been so applied.

                  (v) Each interest payment on a Series of Tortoise Notes shall
         be paid on the Interest Payment Date therefor to the Holders of that
         series as their names appear on the security ledger or

                                      A-7

<PAGE>

         security records of the Company on the Business Day next preceding such
         Interest Payment Date. Interest in arrears for any past Rate Period may
         be declared and paid at any time, without reference to any regular
         Interest Payment Date, to the Holders as their names appear on the
         books or records of the Company on such date, not exceeding 15 days
         preceding the payment date thereof, as may be fixed by the Board of
         Directors. No interest will be payable in respect of any Interest
         Payment or payments which may be in arrears.


         (c)(i) The interest rate on Outstanding Tortoise Notes of each series
during the period from and after the Original Issue Date to and including the
last day of the initial Rate Period therefor shall be equal to the rate per
annum set forth under (a) above. For each subsequent Rate Period with respect to
the Tortoise Notes Outstanding thereafter, the interest rate shall be equal to
the rate per annum that results from an Auction; provided, however, that if an
Auction for any subsequent Rate Period of a Series of Tortoise Notes is not held
for any reason or if Sufficient Clearing Bids have not been made in an Auction
(other than as a result of all Series of Tortoise Notes being the subject of
Submitted Hold Orders), then the interest rate on a Series of Tortoise Notes for
any such Rate Period shall be the Maximum Rate (except during a Default Period
when the interest rate shall be the Default Rate, as set forth in (c)(ii)
below). The All Hold Rate will apply automatically following an Auction in which
all of the Outstanding Series of Tortoise Notes are subject (or are deemed to be
subject) to Hold Orders. The rate per annum at which interest is payable on a
Series of Tortoise Notes as determined pursuant to this paragraph (c)(i) shall
be the "Applicable Rate." For Standard Rate Periods or less only, the Applicable
Rate resulting from an Auction will not be less than the Minimum Rate.


                  (ii) Subject to the cure provisions below, a "Default Period"
         with respect to a particular Series will commence on any date the
         Company fails to deposit irrevocably in trust in same-day funds, with
         the Paying Agent by 12:00 noon, New York City time, (A) the full amount
         of any declared interest on that Series payable on the Interest Payment
         Date (an "Interest Default") or (B) the full amount of any redemption
         price (the "Redemption Price") payable on the date fixed for redemption
         (the "Redemption Date") (a "Redemption Default") and together with an
         Interest Default, hereinafter referred to as "Default"). Subject to the
         cure provisions of (c)(iii) below, a Default Period with respect to an
         Interest Default or a Redemption Default shall end on the Business Day
         on which, by 12:00 noon, New York City time, all unpaid interest and
         any unpaid Redemption Price shall have been deposited irrevocably in
         trust in same-day funds with the Paying Agent. In the case of an
         Interest Default, the Applicable Rate for each Rate Period commencing
         during a Default Period will be equal to the Default Rate, and each
         subsequent Rate Period commencing after the beginning of a Default
         Period shall be a Standard Rate Period; provided, however, that the
         commencement of a Default Period will not by itself cause the
         commencement of a new Rate Period. No Auction shall be held during a
         Default Period with respect to an Interest Default applicable to that
         series of Tortoise Notes.

                  (iii) No Default Period with respect to an Interest Default or
         Redemption Default shall be deemed to commence if the amount of any
         interest or any Redemption Price due (if such default is not solely due
         to the willful failure of the Company) is deposited irrevocably in
         trust, in same-day funds with the Paying Agent by 12:00 noon, New York
         City time within three Business Days after the applicable Interest
         Payment Date or Redemption Date, together with an amount equal to the
         Default Rate applied to the amount of such non-payment based on the
         actual number of days comprising such period divided by 360 for each
         Series. The Default Rate shall be equal to the Reference Rate
         multiplied by three (3).


                  (iv) The amount of interest payable on each Interest Payment
         Date of each Rate Period of less than one (1) year (or in respect of
         interest on another date in connection with a redemption during such
         Rate Period) shall be computed by multiplying the Applicable Rate (or


                                      A-8

<PAGE>

         the Default Rate) for such Rate Period (or a portion thereof) by a
         fraction, the numerator of which will be the number of days in such
         Rate Period (or portion thereof) that such Tortoise Notes were
         outstanding and for which the Applicable Rate or the Default Rate was
         applicable and the denominator of which will be 360, multiplying the
         amount so obtained by $25,000, and rounding the amount so obtained to
         the nearest cent. During any Rate Period of one (1) year or more, the
         amount of interest per Tortoise Note payable on any Interest Payment
         Date (or in respect of interest on another date in connection with a
         redemption during such Rate Period) shall be computed as described in
         the preceding sentence.


         (d) Any Interest Payment made on any Series of Tortoise Notes shall
first be credited against the earliest accrued but unpaid interest due with
respect to such Series.

REDEMPTION


         (a)(i) After the initial Rate Period, subject to the provisions of the
Indenture and to the extent permitted under the 1940 Act, the Company may, at
its option, redeem in whole or in part out of funds legally available therefor a
series of Tortoise Notes designated in the Indenture as (A) having a Rate Period
of one year or less, on the Business Day after the last day of such Rate Period
by delivering a notice of redemption not less than 15 days and not more than 40
days prior to the date fixed for such redemption, at a redemption price equal to
the aggregate principal amount, plus an amount equal to accrued but unpaid
interest thereon (whether or not earned) to the date fixed for redemption
("Redemption Price"), or (B) having a Rate Period of more than one year, on any
Business Day prior to the end of the relevant Rate Period by delivering a notice
of redemption not less than 15 days and not more than 40 days prior to the date
fixed for such redemption, at the Redemption Price, plus a redemption premium,
if any, determined by the Board of Directors after consultation with the
Broker-Dealers and set forth in any applicable Specific Redemption Provisions at
the time of the designation of such Rate Period as set forth in the Indenture;
provided, however, that during a Rate Period of more than one year no series of
Tortoise Notes will be subject to optional redemption except in accordance with
any Specific Redemption Provisions approved by the Board of Directors after
consultation with the Broker-Dealers at the time of the designation of such Rate
Period. Notwithstanding the foregoing, the Company shall not give a notice of or
effect any redemption pursuant to this paragraph (a)(i) unless, on the date on
which the Company intends to give such notice and on the date of redemption (a)
the Company has available certain Deposit Securities with maturity or tender
dates not later than the day preceding the applicable redemption date and having
a value not less than the amount (including any applicable premium) due to
Holders of a series of Tortoise Notes by reason of the redemption of such
Tortoise Notes on such date fixed for the redemption and (b) the Company would
have Eligible Assets with an aggregate Discounted Value at least equal the
Tortoise Notes Basic Maintenance Amount immediately subsequent to such
redemption, if such redemption were to occur on such date, it being understood
that the provisions of paragraph (d) below shall be applicable in such
circumstances in the event the Company makes the deposit and takes the other
action required thereby.


                  (ii) If the Company fails to maintain, as of any Valuation
         Date, Eligible Assets with an aggregate Discounted Value at least equal
         to the Tortoise Notes Basic Maintenance Amount or, as of the last
         Business Day of any month, the 1940 Act Tortoise Notes Asset Coverage,
         and such failure is not cured within ten Business Days following such
         Valuation Date in the case of a failure to maintain the Tortoise Notes
         Basic Maintenance Amount or on the last Business Day of the following
         month in the case of a failure to maintain the 1940 Act Tortoise Notes
         Asset Coverage as of such last Business Day (each an "Asset Coverage
         Cure Date"), the Tortoise Notes will be subject to mandatory redemption
         out of funds legally available therefor. The principal amount of
         Tortoise Notes to be redeemed in such circumstances will be equal to
         the lesser of (A) the minimum principal amount of Tortoise Notes the
         redemption of which, if deemed to have


                                      A-9

<PAGE>

         occurred immediately prior to the opening of business on the relevant
         Asset Coverage Cure Date, would result in the Company having Eligible
         Assets with an aggregate Discounted Value at least equal to the
         Tortoise Notes Basic Maintenance Amount, or sufficient to satisfy 1940
         Act Tortoise Notes Asset Coverage, as the case may be, in either case
         as of the relevant Asset Coverage Cure Date (provided that, if there is
         no such minimum principal amount of Tortoise Notes the redemption of
         which would have such result, all Tortoise Notes then Outstanding will
         be redeemed), and (B) the maximum principal amount of Tortoise Notes
         that can be redeemed out of funds expected to be available therefor on
         the Mandatory Redemption Date at the Mandatory Redemption Price set
         forth in subparagraph (a)(iii) below.

                  (iii) In determining the Tortoise Notes required to be
         redeemed in accordance with the foregoing subparagraph (a)(ii), the
         Company shall allocate the principal amount of Tortoise Notes required
         to be redeemed to satisfy the Tortoise Notes Basic Maintenance Amount
         or the 1940 Act Tortoise Notes Asset Coverage, as the case may be, pro
         rata among the Holders of Tortoise Notes in proportion to the principal
         amount of Tortoise Notes they hold, by lot or such other method as the
         Company shall deem equitable, subject to the further provisions of this
         subparagraph (iii). The Company shall effect any required mandatory
         redemption pursuant to subparagraph (a)(ii) above no later than 40 days
         after the Asset Coverage Cure Date (the "Mandatory Redemption Date"),
         except that if the Company does not have funds legally available for
         the redemption of, or is not otherwise legally permitted to redeem, the
         principal amount of Tortoise Notes which would be required to be
         redeemed by the Company under clause (A) of subparagraph (a)(ii) above
         if sufficient funds were available, or the Company otherwise is unable
         to effect such redemption on or prior to such Mandatory Redemption
         Date, the Company shall redeem those Tortoise Notes, and other Notes,
         on the earliest practicable date on which the Company will have such
         funds available, upon notice pursuant to paragraph (b) below to record
         owners of the Tortoise Notes to be redeemed and the Paying Agent. The
         Company will deposit with the Paying Agent funds sufficient to redeem
         the specified principal amount of Tortoise Notes with respect to a
         redemption required under subparagraph (a)(ii) above, by 1:00 p.m., New
         York City time, of the Business Day immediately preceding the Mandatory
         Redemption Date. If fewer than all of the Outstanding Tortoise Notes
         are to be redeemed pursuant to this subparagraph (iii), the principal
         amount of Tortoise Notes to be redeemed shall be redeemed pro rata from
         the Holders of such Tortoise Notes in proportion to the principal
         amount of such Tortoise Note held by such Holders, by lot or by such
         other method as the Company shall deem fair and equitable, subject,
         however, to the terms of any applicable Specific Redemption Provisions.
         "Mandatory Redemption Price" means the Redemption Price plus (in the
         case of a Rate Period of one year or more only) a redemption premium,
         if any, determined by the Board of Directors after consultation with
         the Broker-Dealers and set forth in any applicable Specific Redemption
         Provisions.


         (b) In the event of a redemption pursuant to paragraph (a) above, the
Company will file a notice of its intention to redeem with the Commission so as
to provide at least the minimum notice required under Rule 23c-2 under the 1940
Act or any successor provision. In addition, the Company shall deliver a notice
of redemption to the Auction Agent and the Trustee (the "Notice of Redemption")
containing the information set forth below (i) in the case of an optional
redemption pursuant to subparagraph (a)(i) above, one Business Day prior to the
giving of notice to the Holders and (ii) in the case of a mandatory redemption
pursuant to subparagraph (a)(ii) above, on or prior to the 30th day preceding
the Mandatory Redemption Date. The Trustee will use its reasonable efforts to
provide notice to each Holder of Tortoise Notes called for redemption by
electronic or other reasonable means not later than the close of business on the
Business Day immediately following the day on which the Trustee
determines the Tortoise Notes to be redeemed (or, during a Default Period with
respect to such Tortoise Notes, not later than the close of business on the
Business Day immediately following the day on which the Trustee receives Notice
of Redemption from the Company). The Trustee shall confirm such notice in

                                      A-10

<PAGE>

writing not later than the close of business on the third Business Day preceding
the date fixed for redemption by providing the Notice of Redemption to each
Holder of Tortoise Notes called for redemption, the Paying Agent (if different
from the Trustee) and the Securities Depository. Notice of Redemption will be
addressed to the registered owners of each Series of Tortoise Notes at their
addresses appearing on the books or records of the Company. Such Notice of
Redemption will set forth (i) the date fixed for redemption, (ii) the principal
amount and identity of Tortoise Notes to be redeemed, (iii) the redemption price
(specifying the amount of accrued interest to be included therein), (iv) that
interest on the Tortoise Notes to be redeemed will cease to accrue on such date
fixed for redemption, and (v) the 1940 Act provision under which redemption
shall be made. No defect in the Notice of Redemption or in the transmittal or
mailing thereof will affect the validity of the redemption proceedings, except
as required by applicable law. If fewer than all Tortoise Notes held by any
Holder are to be redeemed, the Notice of Redemption mailed to such Holder shall
also specify the principal amount of Tortoise Notes to be redeemed from such
Holder.


         (c) Notwithstanding the provisions of paragraph (a) above, no Tortoise
Notes may be redeemed unless all interest on the Outstanding Tortoise Notes and
all Notes of the Company ranking on a parity with the Tortoise Notes, have been
or are being contemporaneously paid or set aside for payment; provided, however,
that the foregoing shall not prevent the purchase or acquisition of all
Outstanding Tortoise Notes pursuant to the successful completion of an otherwise
lawful purchase or exchange offer made on the same terms to, and accepted by,
Holders of all Outstanding Tortoise Notes.


         (d) Upon the deposit of funds sufficient to redeem any Tortoise Notes
with the Paying Agent and the giving of the Notice of Redemption to the Trustee
under paragraph (b) above, interest on such Tortoise Notes shall cease to accrue
and such Tortoise Notes shall no longer be deemed to be Outstanding for any
purpose (including, without limitation, for purposes of calculating whether the
Company has maintained the requisite Tortoise Notes Basic Maintenance Amount or
the 1940 Act Tortoise Notes Asset Coverage), and all rights of the Holder of the
Tortoise Notes so called for redemption shall cease and terminate, except the
right of such Holder to receive the redemption price specified in the Indenture,
but without any interest or other additional amount. Such redemption price shall
be paid by the Paying Agent to the nominee of the Securities Depository. The
Company shall be entitled to receive from the Paying Agent, promptly after the
date fixed for redemption, any cash deposited with the Paying Agent in excess of
(i) the aggregate redemption price of the Tortoise Notes called for redemption
on such date and (ii) such other amounts, if any, to which Holders of the
Tortoise Notes called for redemption may be entitled. Any funds so deposited
that are unclaimed at the end of two years from such redemption date shall, to
the extent permitted by law, be paid to the Company, after which time the
Holders of Tortoise Notes so called for redemption may look only to the Company
for payment of the redemption price and all other amounts, if any, to which they
may be entitled. The Company shall be entitled to receive, from time to time
after the date fixed for redemption, any interest earned on the funds so
deposited.


         (e) To the extent that any redemption for which Notice of Redemption
has been given is not made by reason of the absence of legally available funds
therefor, or is otherwise prohibited, such redemption shall be made as soon as
practicable to the extent such funds become legally available or such redemption
is no longer otherwise prohibited. Failure to redeem any Series of Tortoise
Notes shall be deemed to exist at any time after the date specified for
redemption in a Notice of Redemption when the Company shall have failed, for any
reason whatsoever, to deposit in trust with the Paying Agent the redemption
price with respect to any Tortoise Notes for which such Notice of Redemption has
been given. Notwithstanding the fact that the Company may not have redeemed any
Tortoise Notes for which a Notice of Redemption has been given, interest may be
paid on a Series of Tortoise Notes and shall include those Tortoise Notes for
which Notice of Redemption has been given but for which deposit of funds has not
been made.

                                      A-11

<PAGE>



         (f) All moneys paid to the Paying Agent for payment of the redemption
price of any Tortoise Notes called for redemption shall be held in trust by the
Paying Agent for the benefit of Holders of Tortoise Notes to be redeemed.


         (g) So long as any Tortoise Notes are held of record by the nominee of
the Securities Depository, the redemption price for such Tortoise Notes will be
paid on the date fixed for redemption to the nominee of the Securities
Depository for distribution to Agent Members for distribution to the persons for
whom they are acting as agent.

         (h) Except for the provisions described above, nothing contained in the
Indenture limits any right of the Company to purchase or otherwise acquire any
Tortoise Notes outside of an Auction at any price, whether higher or lower than
the price that would be paid in connection with an optional or mandatory
redemption, so long as, at the time of any such purchase, there is no arrearage
in the payment of interest on, or the mandatory or optional redemption price
with respect to, any series of Tortoise Notes for which Notice of Redemption has
been given and the Company is in compliance with the 1940 Act Tortoise Notes
Asset Coverage and has Eligible Assets with an aggregate Discounted Value at
least equal to the Tortoise Notes Basic Maintenance Amount after giving effect
to such purchase or acquisition on the date thereof. If less than all the
Outstanding Tortoise Notes of any series are redeemed or otherwise acquired by
the Company, the Company shall give notice of such transaction to the Trustee,
in accordance with the procedures agreed upon by the Board of Directors.


         (i) The Board of Directors may, without further consent of the holders
of the Tortoise Notes or the holders of shares of capital stock of the Company,
authorize, create or issue any class or series of Notes, including other series
of Tortoise Notes, ranking prior to or on a parity with the Tortoise Notes to
the extent permitted by the 1940 Act, if, upon issuance, either (A) the net
proceeds from the sale of such Notes (or such portion thereof needed to redeem
or repurchase the Outstanding Tortoise Notes) are deposited with the Trustee in
accordance with paragraph (d) above, Notice of Redemption as contemplated by
paragraph (b) above has been delivered prior thereto or is sent promptly
thereafter, and such proceeds are used to redeem all Outstanding Tortoise Notes
or (B) the Company would meet the 1940 Act Tortoise Notes Asset Coverage, the
Tortoise Notes Basic Maintenance Amount and the requirements set forth below in
"Certain Other Restrictions."


DESIGNATION OF RATE PERIOD


         The initial Rate Period for each series of Tortoise Notes shall be
_____ and ____ days for Tortoise Notes Series A and Series B, respectively. The
Company will designate the duration of subsequent Rate Periods of each series of
Tortoise Notes; provided, however, that no such designation is necessary for a
Standard Rate Period and, provided further, that any designation of a Special
Rate Period shall be effective only if (i) notice thereof shall have been given
as provided in the Indenture, (ii) any failure to pay in a timely manner to the
Trustee the full amount of any interest on, or the redemption price of, Tortoise
Notes shall have been cured as provided above, (iii) Sufficient Clearing Bids
shall have existed in an Auction held on the Auction Date immediately preceding
the first day of such proposed Special Rate Period, (iv) if the Company shall
have mailed a Notice of Redemption with respect to any Tortoise Notes, the
redemption price with respect to such Tortoise Notes shall have been deposited
with the Paying Agent, and (v) in the case of the designation of a Special Rate
Period, the Company has confirmed that as of the Auction Date next preceding the
first day of such Special Rate Period, it has Eligible Assets with an aggregate
Discounted Value at least equal to the Tortoise Notes Basic Maintenance Amount,
and the Company has consulted with the Broker-Dealers and has provided notice of
such designation and otherwise complied with the Rating Agency Guidelines.

         If the Company proposes to designate any Special Rate Period, not fewer
than 7 (or two Business Days in the event the duration of the Rate Period prior
to such Special Rate Period is fewer than 8 days)

                                      A-12

<PAGE>

nor more than 30 Business Days prior to the first day of such Special Rate
Period, notice shall be (i) made by press release and (ii) communicated by the
Company by telephonic or other means to the Trustee and confirmed in writing
promptly thereafter. Each such notice shall state (A) that the Company proposes
to exercise its option to designate a succeeding Special Rate Period, specifying
the first and last days thereof and (B) that the Company will by 3:00 p.m., New
York City time, on the second Business Day next preceding the first day of such
Special Rate Period, notify the Auction Agent and Trustee, who will promptly
notify the Broker-Dealers, of either (x) its determination, subject to certain
conditions, to proceed with such Special Rate Period, subject to the terms of
any Specific Redemption Provisions, or (y) its determination not to proceed with
such Special Rate Period, in which latter event the succeeding Rate Period shall
be a Standard Rate Period.

         No later than 3:00 p.m., New York City time, on the second Business Day
next preceding the first day of any proposed Special Rate Period, the Company
shall deliver to the Auction Agent and Trustee, who will promptly deliver to the
Broker-Dealers and Existing Holders, either:

                  (i) a notice stating (A) that the Company has determined to
         designate the next succeeding Rate Period as a Special Rate Period,
         specifying the first and last days thereof and (B) the terms of any
         Specific Redemption Provisions; or

                  (ii) a notice stating that the Company has determined not to
         exercise its option to designate a Special Rate Period.

If the Company fails to deliver either such notice with respect to any
designation of any proposed Special Rate Period to the Auction Agent or is
unable to make the confirmation described above by 3:00 p.m., New York City
time, on the second Business Day next preceding the first day of such proposed
Special Rate Period, the Company shall be deemed to have delivered a notice to
the Auction Agent with respect to such Rate Period to the effect set forth in
clause (ii) above, thereby resulting in a Standard Rate Period.

RESTRICTIONS ON TRANSFER

         Tortoise Notes may be transferred only (a) pursuant to an order placed
in an Auction, (b) to or through a Broker-Dealer or (c) to the Company or any
Affiliate. Notwithstanding the foregoing, a transfer other than pursuant to an
Auction will not be effective unless the selling Existing Holder or the Agent
Member of such Existing Holder, in the case of an Existing Holder whose Tortoise
Notes are listed in its own name on the books of the Auction Agent, or the
Broker-Dealer or Agent Member of such Broker-Dealer, in the case of a transfer
between persons holding Tortoise Notes through different Broker-Dealers, advises
the Auction Agent of such transfer. The certificates representing the Tortoise
Notes issued to the Securities Depository will bear legends with respect to the
restrictions described above and stop-transfer instructions will be issued to
the Transfer Agent and/or Registrar.

1940 ACT TORTOISE NOTES ASSET COVERAGE

         The Company shall maintain, as of the last Business Day of each month
in which any Tortoise Notes are Outstanding, asset coverage with respect to the
Tortoise Notes which is equal to or greater than the 1940 Act Tortoise Notes
Asset Coverage; provided, however, that subparagraph (a)(ii) of "Redemption"
above shall be the sole remedy in the event the Company fails to do so.

TORTOISE NOTES BASIC MAINTENANCE AMOUNT

         So long as the Tortoise Notes are Outstanding and any Rating Agency is
then rating the Tortoise Notes, the Company shall maintain, as of each Valuation
Date, Eligible Assets having an aggregate Discounted Value equal to or greater
than the Tortoise Notes Basic Maintenance Amount; provided,

                                      A-13

<PAGE>

however, that subparagraph (a)(ii) of "Redemption" above shall be the sole
remedy in the event the Company fails to do so.

CERTAIN OTHER RESTRICTIONS

         For so long as any Tortoise Notes are Outstanding and any Rating Agency
is then rating the Tortoise Notes, the Company will not engage in certain
proscribed transactions set forth in the Rating Agency Guidelines, unless it has
received written confirmation from each such Rating Agency that proscribes the
applicable transaction in its Rating Agency Guidelines that any such action
would not impair the rating then assigned by such Rating Agency to a Series of
Tortoise Notes.


         For so long as any Tortoise Notes are Outstanding, the Company will not
declare, pay or set apart for payment any dividend or other distribution (other
than a dividend or distribution paid in shares of, or options, warrants or
rights to subscribe for or purchase, common shares or other shares of capital
stock of the Company) upon any class of shares of capital stock of the Company,
unless, in every such case, immediately after such transaction, the 1940 Act
Tortoise Notes Asset Coverage would be achieved after deducting the amount of
such dividend, distribution, or purchase price, as the case may be; provided,
however, that dividends may be declared upon any preferred shares of capital
stock of the Company if the Tortoise Notes and any other senior securities
representing indebtedness of the Company have an asset coverage of at least 200%
at the time of declaration thereof, after deducting the amount of such dividend.


COMPLIANCE PROCEDURES FOR ASSET MAINTENANCE TESTS

         For so long as any Tortoise Notes are Outstanding and any Rating Agency
is then rating such Tortoise Notes:

         (a) As of each Valuation Date, the Company shall determine in
accordance with the procedures specified in the Indenture (i) the Market Value
of each Eligible Asset owned by the Company on that date, (ii) the Discounted
Value of each such Eligible Asset using the Discount Factors, (iii) whether the
Tortoise Notes Basic Maintenance Amount is met as of that date, (iv) the value
of the total assets of the Company, less all liabilities, and (v) whether the
1940 Act Tortoise Notes Asset Coverage is met as of that date.

         (b) Upon any failure to maintain the required Tortoise Notes Basic
Maintenance Amount or 1940 Act Tortoise Notes Asset Coverage on any Valuation
Date, the Company may use reasonable commercial efforts (including, without
limitation, altering the composition of its portfolio, purchasing Tortoise Notes
outside of an Auction or in the event of a failure to file a Rating Agency
Certificate (as defined below) on a timely basis, submitting the requisite
Rating Agency Certificate) to re-attain (or certify in the case of a failure to
file on a timely basis, as the case may be) the required Tortoise Notes Basic
Maintenance Amount or 1940 Act Tortoise Notes Asset Coverage on or prior to the
Asset Coverage Cure Date.

         (c) Compliance with the Tortoise Notes Basic Maintenance Amount and
1940 Act Tortoise Notes Asset Coverage tests shall be determined with reference
to those Tortoise Notes which are deemed to be Outstanding.

         (d) The Company shall deliver to each Rating Agency which is then
rating Tortoise Notes and any other party specified in the Rating Agency
Guidelines all certificates that are set forth in the respective Rating Agency
Guidelines regarding 1940 Act Tortoise Notes Asset Coverage, Tortoise Notes
Basic Maintenance Amount and/or related calculations at such times and
containing such information as set forth in the respective Rating Agency
Guidelines (each, a "Rating Agency Certificate").

                                      A-14

<PAGE>

         (e) In the event that any Rating Agency Certificate is not delivered
within the time periods set forth in the Rating Agency Guidelines, the Company
shall be deemed to have failed to maintain the Tortoise Notes Basic Maintenance
Amount or the 1940 Act Tortoise Notes Asset Coverage, as the case may be, on
such Valuation Date for purposes of paragraph (b) above. In the event that any
Rating Agency Certificate with respect to an applicable Asset Coverage Cure Date
is not delivered within the time periods set forth in the Rating Agency
Guidelines, the Company shall be deemed to have failed to have Eligible Assets
with an aggregate Discounted Value at least equal to the Tortoise Notes Basic
Maintenance Amount or to meet the 1940 Tortoise Notes Asset Coverage, as the
case may be, as of the related Valuation Date, and such failure shall be deemed
not to have been cured as of such Asset Coverage Cure Date for purposes of the
mandatory redemption provisions.

DELIVERY OF NOTES


         Upon the execution and delivery of the Indenture, the Company shall
execute and deliver to the Trustee, and the Trustee shall authenticate, the
Tortoise Notes and deliver them to The Depository Trust Company as provided in
the Indenture.


         Prior to the delivery by the Trustee of any of the Tortoise Notes,
there shall have been filed with or delivered to the Trustee the following:

         (a) A resolution duly adopted by the Company, certified by the
Secretary or other Authorized Officer thereof, authorizing the execution and
delivery of the Supplemental Indenture and the issuance of the Tortoise Notes;

         (b) Duly executed copies of the Supplemental Indenture and a copy of
the Indenture;

         (c) Rating letters from each Rating Agency rating the Tortoise Notes;
and


         (d) An opinion of counsel pursuant to the requirements of the
Indenture.


TRUSTEE'S AUTHENTICATION CERTIFICATE


         The Trustee's authentication certificate upon the Tortoise Notes shall
be substantially in the form provided. No Tortoise Note shall be secured hereby
or entitled to the benefit hereof, or shall be valid or obligatory for any
purpose, unless a certificate of authentication, substantially in such form, has
been duly executed by the Trustee; and such certificate of the Trustee upon any
Tortoise Note shall be conclusive evidence and the only competent evidence that
such Bond has been authenticated and delivered. The Trustee's certificate of
authentication shall be deemed to have been duly executed by it if manually
signed by an authorized officer of the Trustee, but it shall not be necessary
that the same person sign the certificate of authentication on all of the
Tortoise Notes issued.


                           EVENTS OF DEFAULT; REMEDIES

EVENTS OF DEFAULT

         An "Event of Default" means any one of the following events set forth
below (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body:


         (a) default in the payment of any interest upon any series of Tortoise
Notes when it becomes due and payable and the continuance of such default for
thirty (30) days; or

                                      A-15

<PAGE>


         (b) default in the payment of the principal of, or any premium on, any
series of Tortoise Notes at its Stated Maturity; or

         (c) default in the performance, or breach, of any covenant or warranty
of the Company in the Indenture, and continuance of such default or breach for a
period of ninety (90) days after there has been given, by registered or
certified mail, to the Company by the Trustee a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default;" or


         (d) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

         (e) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial part
of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action;


         (f) if, pursuant to Section 18(a)(1)(c)(ii) of the 1940 Act on the last
business day of each of twenty-four (24) consecutive calendar months, the 1940
Act Tortoise Notes Asset Coverage is less than 100%; or

         (g) any other Event of Default provided with respect to any series of
Tortoise Notes, including a default in the payment of any Redemption Price
payable on the date fixed for redemption.

ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT

         If an Event of Default with respect to Tortoise Notes of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the holders of not less than a majority in principal amount of the
Outstanding Tortoise Notes of that series may declare the principal amount of
all the Tortoise Notes of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by holders), and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable. If an Event of Default specified in
paragraphs (d) and (e) above with respect to Tortoise Notes of any series at the
time Outstanding occurs, the principal amount of all the Tortoise Notes of that
series shall automatically, and without any declaration or other action on the
part of the Trustee or any holder, become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Tortoise Notes of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the

                                      A-16

<PAGE>

Trustee, the holders of a majority in principal amount of the Outstanding
Tortoise Notes of that series, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if:

         (a) the Company has paid or deposited with the Trustee a sum sufficient
to pay


                  (i) all overdue interest on all Tortoise Notes of that series,

                  (ii) the principal of (and premium, if any, on) any Tortoise
         Notes of that series which have become due otherwise than by such
         declaration of acceleration and any interest thereon at the rate or
         rates prescribed therefor in such Tortoise Notes,


                  (iii) to the extent that payment of such interest is lawful,
         interest upon overdue interest at the rate or rates prescribed therefor
         in such Tortoise Notes,

                  (iv) all sums paid or advanced by the Trustee and the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel; and


         (b) all Events of Default with respect to Tortoise Notes of that
series, other than the non-payment of the principal of Tortoise Notes of that
series which have become due solely by such declaration of acceleration, have
been cured or waived.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE

         The Company covenants that if:

         (a) default is made in the payment of any interest on any Tortoise
Notes when such interest becomes due and payable and such default continues for
a period of 90 days, or


         (b) default is made in the payment of the principal of (or premium, if
any, on) any Tortoise Notes at the Maturity thereof, the Company will, upon
demand of the Trustee, pay to it, for the benefit of the holders of such
Tortoise Notes, the whole amount then due and payable on such Tortoise Notes for
principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor in
such Tortoise Notes, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         If an Event of Default with respect to Tortoise Notes of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the holders of Tortoise Notes of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in the Indenture or in aid of the
exercise of any power granted in the Indenture, or to enforce any other proper
remedy.


APPLICATION OF MONEY COLLECTED

         Any money collected by the Trustee pursuant to the provisions of the
Indenture relating to an Event of Default shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest,
upon
                                      A-17

<PAGE>

presentation of the Tortoise Notes and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee under the
Indenture;

         and

         SECOND: To the payment of the amounts then due and unpaid for principal
of and any premium and interest on the Tortoise Notes in respect of which or for
the benefit of which such money has been collected, ratably, without preference
or priority of any kind, according to the amounts due and payable on such
Tortoise Notes for principal and any premium and interest, respectively.

LIMITATION ON SUITS


         No holder of any Tortoise Notes of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

         (a) such holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Tortoise Notes of that series;

         (b) the holders of not less than a majority in principal amount of the
Outstanding Tortoise Notes of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

         (c) such holder or holders have offered to the Trustee indemnity
reasonably satisfactory to it against the costs, expenses and liabilities to be
incurred in compliance with such request;


         (d) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and


         (e) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the holders of a majority in
principal amount of the Outstanding Tortoise Notes of that series;

it being understood and intended that no one or more of such holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of the Indenture to affect, disturb or prejudice the rights of any other
of such holders, or to obtain or to seek to obtain priority or preference over
any other of such holders or to enforce any right under the Indenture, except in
the manner provided and for the equal and ratable benefit of all of such
holders.


UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST


         Notwithstanding any other provision in the Indenture, the holder of any
Tortoise Notes shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to the
provisions of any supplemental indenture) interest on such Tortoise Notes on the
respective Stated Maturities expressed in such Tortoise Notes (or, in the case
of redemption, on the Redemption Date), and to institute suit for the
enforcement of any such payment and such rights shall not be impaired without
the consent of such holder.


                                      A-18

<PAGE>


RESTORATION OF RIGHTS AND REMEDIES


         If the Trustee or any holder has instituted any proceeding to enforce
any right or remedy under the Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the holders shall
be restored severally and respectively to their former positions and thereafter
all rights and remedies of the Trustee and the holders shall continue as though
no such proceeding had been instituted.


RIGHTS AND REMEDIES CUMULATIVE


         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Tortoise Notes, no right or remedy
conferred upon or reserved to the Trustee or to the holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or remedy.


CONTROL BY HOLDERS


         The holders of not less than a majority in principal amount of the
Outstanding Tortoise Notes of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Tortoise Notes of such series, provided that


         (1) such direction shall not be in conflict with any rule of law or
with the Indenture, and

         (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.

WAIVER OF PAST DEFAULTS


         The holders of not less than a majority in principal amount of the
Outstanding Tortoise Notes of any series may on behalf of the holders of all the
Tortoise Notes of such series waive any past default hereunder with respect to
such series and its consequences, except a default


         (1) in the payment of the principal of or any premium or interest on
any Tortoise Notes of such series, or


         (2) in respect of a covenant or provision which cannot be modified or
amended without the consent of the holder of each Outstanding Tortoise Notes of
such series affected.


Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of the Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.



                     SATISFACTION AND DISCHARGE OF INDENTURE

         The Indenture shall upon request of the Company cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of any Tortoise Notes expressly provided for

                                      A-19

<PAGE>

herein or in the terms of such Security), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of the Indenture, when

         (a) Either:


                  (i) all Tortoise Notes theretofore authenticated and delivered
         (other than (1) securities which have been destroyed, lost or stolen
         and which have been replaced or paid as provided in the Indenture; and
         (2) Tortoise Notes for whose payment money has theretofore been
         deposited in trust or segregated and held in trust by the Company and
         thereafter repaid to the Company or discharged from such trust, as
         provided in the Indenture) have been delivered to the Trustee for
         cancellation; or

                  (ii) all such Tortoise Notes not theretofore delivered to the
         Trustee for cancellation have become due and payable, or will become
         due and payable at their Stated Maturity within one year, or are to be
         called for redemption within one year under arrangements satisfactory
         to the Trustee for the giving of notice of redemption by the Trustee in
         the name, and at the expense, of the Company, and the Company, in the
         case of this subsection (ii) has deposited or caused to be deposited
         with the Trustee as trust funds in trust money in an amount sufficient
         to pay and discharge the entire indebtedness on such Securities not
         theretofore delivered to the Trustee for cancellation, for principal
         and any premium and interest to the date of such deposit (in the case
         of Securities which have become due and payable) or to the Stated
         Maturity or Redemption Date, as the case may be;


         (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Trust; and

         (c) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of the Indenture have
been complied with.

Notwithstanding the satisfaction and discharge of the Indenture, the obligations
of the Company to the Trustee under the Indenture and, if money shall have been
deposited with the Trustee pursuant to subparagraph (ii) of paragraph (a) above,
the obligations of the Trustee under certain provisions of the Indenture shall
survive.

                                   THE TRUSTEE

CERTAIN DUTIES AND RESPONSIBILITIES

         (1) Except during the continuance of an Event of Default,

                  (A) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in the Indenture and as
         required by the Trust Indenture Act, and no implied covenants or
         obligations shall be read into the Indenture against the Trustee; and

                  (B) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         the Indenture; but in the case of any such certificates or opinions
         which by any provision of the Indenture are specifically required to be
         furnished to the Trustee, the Trustee shall be under a duty to examine
         the same to

                                      A-20

<PAGE>

         determine whether or not they conform to the requirements of the
         Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

         (2) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by the
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

         (3) In no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.


         (4) In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations arising out of or caused
by, directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.


         (5) No provision of the Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:


                  (A) this Subsection shall not be construed to limit the effect
         of Subsection (1)(A) of this Section;


                  (B) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it shall be proved
         that the Trustee was negligent in ascertaining the pertinent facts;


                  (C) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the holders of a majority in principal amount of the
         Outstanding Securities of any series, determined as provided in the
         Indenture, relating to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee, or exercising any
         trust or power conferred upon the Trustee, under the Indenture with
         respect to the Securities of such series; and


                  (D) no provision of the Indenture shall require the Trustee to
         expend or risk its own funds or otherwise incur any financial liability
         in the performance of any of its duties, or in the exercise of any of
         its rights or powers, if it shall have reasonable grounds for believing
         that repayment of such funds or adequate indemnity against such risk or
         liability is not reasonably assured to it.


NOTICE OF DEFAULTS


         If a default occurs hereunder with respect to Tortoise Notes of any
series, the Trustee shall give the Holders of Tortoise Notes of such series
notice of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default with respect to Tortoise
Notes of such series, no such notice to Holders shall be given until at least 90
days after the occurrence thereof. For the purpose hereof, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Tortoise Notes of such series.

                                      A-21

<PAGE>


CERTAIN RIGHTS OF TRUSTEE


         Subject to the provisions under "Certain Duties and Responsibilities"
above:

         (a) the Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

         (b) any request or direction of the Company shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the Board
of Trustees shall be sufficiently evidenced by a Board Resolution;

         (c) whenever in the administration of the Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee may, in the absence of
bad faith on its part, rely upon an Officers' Certificate;

         (d) the Trustee may consult with counsel of its selection and the
written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it in good faith and in reliance thereon;


         (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by the Indenture at the request or direction of
any of the holders pursuant to the Indenture, unless such holders shall have
offered to the Trustee security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;


         (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;

         (g) the Trustee may execute any of the trusts or powers or perform any
duties hereunder either directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part of
any agent or attorney appointed with due care by it hereunder;

         (h) the Trustee shall not be liable for any action taken, suffered or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by the
Indenture;

         (i) the Trustee shall not be deemed to have notice of any default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Tortoise Notes and the Indenture;

         (j) the rights, privileges, protections, immunities and benefits given
to the Trustee, including its rights to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder; and

         (k) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant

                                      A-22

<PAGE>

to the Indenture, which Officers' Certificate may be signed by any person
authorized to sign an Officers' Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superceded.


COMPENSATION AND REIMBURSEMENT


         The Company agrees:

         (a) to pay to the Trustee from time to time such compensation as shall
be agreed in writing between the parties for all services rendered by it (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);

         (b) except as otherwise expressly provided, to reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of the
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and


         (c) to indemnify each of the Trustee or any predecessor Trustee for,
and to hold it harmless against, any and all losses, liabilities, damages,
claims or expenses including taxes (other than taxes imposed on the income of
the Trustee) incurred without negligence or bad faith on its part, arising out
of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim (whether asserted by the Company, a holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.


         When the Trustee incurs expenses or renders services in connection with
an Event of Default, the expenses (including the reasonable charges and expenses
of its counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or State bankruptcy,
insolvency or other similar law.

         The provisions hereof shall survive the termination of the Indenture.

CONFLICTING INTERESTS

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and the Indenture. To
the extent not prohibited by the Trust Indenture Act, the Trustee shall not be
deemed to have a conflicting interest by virtue of being a trustee under the
Indenture with respect to Tortoise Notes of more than one series.

RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR

         No resignation or removal of the Trustee and no appointment of a
successor Trustee shall become effective until the acceptance of appointment by
the successor Trustee in accordance with the applicable requirements.

         The Trustee may resign at any time with respect to the Tortoise Notes
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 60 days after the giving of such notice of resignation, the
resigning Trustee may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Tortoise Notes of such series.

                                      A-23

<PAGE>


         The Trustee may be removed at any time with respect to the Tortoise
Notes of any series by Act of the holders of a majority in principal amount of
the Outstanding Tortoise Notes of such series, delivered to the Trustee and to
the Company. If the instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of a notice
of removal pursuant to this paragraph, the Trustee being removed may petition,
at the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Tortoise Notes of such
series.


         If at any time:


         (a) the Trustee shall fail to comply after written request therefor by
the Company or by any holder who has been a bona fide holder of Tortoise Notes
for at least six months, or

         (b) the Trustee shall cease to be eligible and shall fail to resign
after written request therefor by the Company or by any such holder, or

         (c) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Company by a Board Resolution may
remove the Trustee with respect to all Tortoise Notes, or (ii) any holder who
has been a bona fide holder of Tortoise Notes for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Tortoise Notes and the appointment of a successor Trustee or Trustees.

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Tortoise Notes of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Tortoise Notes of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Tortoise Notes of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Tortoise Notes of any particular series) and shall comply
with the applicable requirements. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Tortoise Notes of any series shall be appointed by Act of
the holders of a majority in principal amount of the Outstanding Tortoise Notes
of such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements, become the successor Trustee with
respect to the Tortoise Notes of such series and to that extent supersede the
successor Trustee appointed by the Company.

         If no successor Trustee with respect to the Tortoise Notes of any
series shall have been so appointed by the Company or the holders and accepted
appointment in the manner required, any holder who has been a bona fide holder
of Tortoise Notes of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Tortoise Notes of such series.

         The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Tortoise Notes of any series and each
appointment of a successor Trustee with respect to the Tortoise Notes of any
series to all holders of Tortoise Notes of such series in the manner provided.
Each notice shall include the name of the successor Trustee with respect to the
Tortoise Notes of such series and the address of its Corporate Trust Office.


                                      A-24

<PAGE>


ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

         In case of the appointment hereunder of a successor Trustee with
respect to all Tortoise Notes, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

         In case of the appointment hereunder of a successor Trustee with
respect to the Tortoise Notes of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Tortoise
Notes of one or more series shall execute and deliver a supplemental indenture
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Tortoise Notes of
that or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all Tortoise Notes,
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Tortoise Notes of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of the Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing in
the Indenture shall constitute such Trustees co-trustees of the same trust and
that each such Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such
Trustee; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Tortoise Notes of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Tortoise Notes
of that or those series to which the appointment of such successor Trustee
relates.

         Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible.

MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Tortoise Notes shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation
to such
                                      A-25

<PAGE>

authenticating Trustee may adopt such authentication and deliver the Tortoise
Notes so authenticated with the same effect as if such successor Trustee had
itself authenticated such Tortoise Notes.


              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company, unless:

         (a) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a corporation, partnership or trust, shall be organized and
validly existing under the laws of any domestic or foreign jurisdiction and
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest on all the
Tortoise Notes and the performance or observance of every covenant of the
Indenture on the part of the Company to be performed or observed;

         (b) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or any subsidiary as
a result of such transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing;

         (c) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply and that
all conditions precedent in the Indenture provided for relating to such
transaction have been complied with.

SUCCESSOR SUBSTITUTED

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety, the successor Person
formed by such consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under the Indenture
with the same effect as if such successor Person had been named as the Company
in the Indenture, and thereafter, except in the case of a lease, the predecessor
Person shall be relieved of all obligations and covenants under the Indenture
and the Tortoise Notes.


                       DEFEASANCE AND COVENANT DEFEASANCE

DEFEASANCE AND DISCHARGE


         Upon the Company's exercise of its option (if any) to have the
provisions of the Indenture relating to Defeasance applied to any Tortoise Notes
or any series of Tortoise Notes, as the case may be,

                                      A-26

<PAGE>

the Company shall be deemed to have been discharged from its obligations, with
respect to such Tortoise Notes as provided in the Indenture on and after the
date the conditions set forth are satisfied (hereinafter called "Defeasance").
For this purpose, such Defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Tortoise Notes
and to have satisfied all its other obligations under such Tortoise Notes and
the Indenture insofar as such Tortoise Notes are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of holders of such Tortoise Notes to
receive, solely from the trust fund, payments in respect of the principal of and
any premium and interest on such Tortoise Notes when payments are due, (2) the
Company's obligations with respect to such Tortoise Notes, (3) the rights,
powers, trusts, duties and immunities of the Trustee.


COVENANT DEFEASANCE


         Upon the Company's exercise of its option (if any) to have provisions
of the Indenture relating to Covenant Defeasance applied to any Tortoise Notes
or any series of Tortoise Notes, as the case may be, (1) the Company shall be
released from its obligations under certain provisions of the Indenture for the
benefit of the holders of such Tortoise Notes and (2) the occurrence of any
event specified in the Indenture, and any such covenants provided pursuant to
certain provisions of the Indenture shall be deemed not to be or result in an
Event of Default, in each case with respect to such Tortoise Notes as provided
in the Indenture on and after the date the conditions are satisfied (hereinafter
called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means
that, with respect to such Tortoise Notes, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such specified section of the Indenture, whether directly or
indirectly by reason of any reference elsewhere in the Indenture, or by reason
of any reference in any such section or article of the Indenture to any other
provision in the Indenture or in any other document, but the remainder of the
Indenture and such Tortoise Notes shall be unaffected thereby.


CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE


         (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the requirements
and agrees to comply with the provisions of the relevant Article of the
Indenture applicable to it) as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated
solely to, the benefits of the holders of such Tortoise Notes, (i) money in an
amount, or (ii) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount, or (iii) such other obligations or arrangements as may be specified with
respect to such Tortoise Notes, or (iv) a combination thereof, in each case
sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or any
such other qualifying trustee) to pay and discharge, the principal of and any
premium and interest on such Tortoise Notes on the respective Stated Maturities,
in accordance with the terms of the Indenture and such Tortoise Notes. As used
in the Indenture, "U.S. Government Obligation" means (x) any security which is
(i) a direct obligation of the United States of America for the payment of which
the full faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the Company thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Tortoise Notes Act) as
custodian with respect to any U.S. Government Obligation which is specified in
Clause (x) above and held by such bank for the account of

                                      A-27

<PAGE>

the holder of such depositary receipt, or with respect to any specific payment
of principal of or interest on any U.S. Government Obligation which is so
specified and held, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.

         (b) In the event of an election to have Defeasance and Discharge apply
to any Tortoise Notes or any series of Tortoise Notes, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that
(i) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (ii) since the date of this instrument, there has
been a change in the applicable Federal income tax law, in either case (i) or
(ii) to the effect that, and based thereon such opinion shall confirm that, the
holders of such Tortoise Notes will not recognize gain or loss for Federal
income tax purposes as a result of the deposit, Defeasance and discharge to be
effected with respect to such Tortoise Notes and will be subject to Federal
income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit, Defeasance and discharge were not to occur.

         (c) In the event of an election to have Covenant Defeasance apply to
any Tortoise Notes or any series of Tortoise Notes, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the holders of such Tortoise Notes will not recognize gain or loss for
Federal income tax purposes as a result of the deposit and Covenant Defeasance
to be effected with respect to such Tortoise Notes and will be subject to
Federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit and Covenant Defeasance were not to occur.


         (d) The Company shall have delivered to the Trustee an Officers'
Certificate to the effect that neither such Tortoise Notes nor any other
Tortoise Notes of the same series, if then listed on any Tortoise Notes
exchange, will be delisted as a result of such deposit.

         (e) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Tortoise Notes or any other
Tortoise Notes shall have occurred and be continuing at the time of such deposit
or, with regard to any such event specified, at any time on or prior to the 90th
day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until after such 90th day).

         (f) Such Defeasance or Covenant Defeasance shall not cause the Trustee
to have a conflicting interest within the meaning of the Trust Indenture Act
(assuming all Tortoise Notes are in default within the meaning of such Act).

         (g) Such Defeasance or Covenant Defeasance shall not result in a breach
or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound.

         (h) Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act unless such trust shall be registered
under the Investment Company Act or exempt from registration thereunder.

         (i) No event or condition shall exist that would prevent the Company
from making payments of the principal of (and any premium) or interest on the
Tortoise Notes of such series on the date of such deposit or at any time on or
prior to the 90th day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until after such 90th day).

                                      A-28

<PAGE>

         (j) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.


         (k) The Company shall have delivered to the Trustee an Opinion of
Counsel substantially to the effect that (i) the trust funds deposited pursuant
hereto will not be subject to any rights of any holders of indebtedness or
equity of the Company, and (ii) after the 90th day following the deposit, the
trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally, except that if a court were to rule under any such law in any case or
proceeding that the trust funds remained property of the Company, no opinion is
given as to the effect of such laws on the trust funds except the following: (A)
assuming such trust funds remained in the possession of the trustee with whom
such funds were deposited prior to such court ruling to the extent not paid to
holders of such Tortoise Notes, such trustee would hold, for the benefit of such
holders, a valid and perfected security interest in such trust funds that is not
avoidable in bankruptcy or otherwise and (B) such holders would be entitled to
receive adequate protection of their interests in such trust funds if such trust
funds were used.


                                      A-29

<PAGE>

                                   APPENDIX B-
                        TORTOISE NOTES AUCTION PROCEDURES

         1     ORDERS.

               (a) Prior to the Submission Deadline on each Auction Date for a
series of Tortoise Notes:


                  (i)      each Beneficial Owner of Tortoise Notes of such
                           series may submit to its Broker-Dealer information as
                           to:

                           (A)      the principal amount of Outstanding Tortoise
                                    Notes, if any, of such series held by such
                                    Beneficial Owner which such Beneficial Owner
                                    desires to continue to hold without regard
                                    to the Applicable Rate for Tortoise Notes of
                                    such series for the next succeeding Rate
                                    Period of such series;

                           (B)      the principal amount of Outstanding Tortoise
                                    Notes, if any, of such series held by such
                                    Beneficial Owner which such Beneficial Owner
                                    offers to sell if the Applicable Rate for
                                    Tortoise Notes of such series for the next
                                    succeeding Rate Period of Tortoise Notes of
                                    such series shall be less than the rate per
                                    annum specified by such Beneficial Owner;
                                    and/or

                           (C)      the principal amount of Outstanding Tortoise
                                    Notes, if any, of such series held by such
                                    Beneficial Owner which such Beneficial Owner
                                    offers to sell without regard to the
                                    Applicable Rate for Tortoise Notes of such
                                    series for the next succeeding Rate Period
                                    of Tortoise Notes of such series;


                  and


                  (ii)     one or more Broker-Dealers, using lists of Potential
                           Beneficial Owners, shall in good faith for the
                           purpose of conducting a competitive Auction in a
                           commercially reasonable manner, contact Potential
                           Beneficial Owners (by telephone or otherwise),
                           including Persons that are not Beneficial Owners, on
                           such lists to determine the principal amount of
                           Tortoise Notes, if any, of such series which each
                           such Potential Beneficial Owner offers to purchase if
                           the Applicable Rate for Tortoise Notes of such series
                           for the next succeeding Rate Period of Tortoise Notes
                           of such series shall not be less than the rate per
                           annum specified by such Potential Beneficial Owner.

                           For the purposes hereof, the communication by a
                           Beneficial Owner or Potential Beneficial Owner to a
                           Broker-Dealer, or by a Broker-Dealer to the Auction
                           Agent, of information referred to in clause (i) (A),
                           (i) (B), (i) (C) or (ii) of this paragraph (a) is
                           hereinafter referred to as an "Order" and
                           collectively as "Orders" and each Beneficial Owner
                           and each Potential Beneficial Owner placing an Order
                           with a Broker-Dealer, and such Broker-Dealer placing
                           an Order with the Auction Agent, is hereinafter
                           referred to as a "Bidder" and collectively as
                           "Bidders"; an Order containing the information
                           referred to in clause (i)(A) of this

                                      B-1

<PAGE>

                           paragraph (a) is hereinafter referred to as a "Hold
                           Order" and collectively as "Hold Orders"; an Order
                           containing the information referred to in clause
                           (i)(B) or (ii) of this paragraph (a) is hereinafter
                           referred to as a "Bid" and collectively as "Bids";
                           and an Order containing the information referred to
                           in clause (i)(C) of this paragraph (a) is hereinafter
                           referred to as a "Sell Order" and collectively as
                           "Sell Orders."

               (b) (i) A Bid by a Beneficial Owner or an Existing Holder of
Tortoise Notes of a series subject to an Auction on any Auction Date shall
constitute an irrevocable offer to sell:


                           (A)      the principal amount of Outstanding Tortoise
                                    Notes of such series specified in such Bid
                                    if the Applicable Rate for Tortoise Notes of
                                    such series determined on such Auction Date
                                    shall be less than the rate specified
                                    therein;

                           (B)      such principal amount or a lesser principal
                                    amount of Outstanding Tortoise Notes of such
                                    series to be determined as set forth in
                                    clause (iv) of paragraph (a) of Section 4 of
                                    this Appendix B if the Applicable Rate for
                                    Tortoise Notes of such series determined on
                                    such Auction Date shall be equal to the rate
                                    specified therein; or

                           (C)      the principal amount of Outstanding Tortoise
                                    Notes of such series specified in such Bid
                                    if the rate specified therein shall be
                                    higher than the Maximum Rate for Tortoise
                                    Notes of such series, or such principal
                                    amount or a lesser principal amount of
                                    Outstanding Tortoise Notes of such series to
                                    be determined as set forth in clause (iii)
                                    of paragraph (b) of Section 4 of this
                                    Appendix B if the rate specified therein
                                    shall be higher than the Maximum Rate for
                                    Tortoise Notes of such series and Sufficient
                                    Clearing Bids for Tortoise Notes of such
                                    series do not exist.


                  (ii)     A Sell Order by a Beneficial Owner or an Existing
                           Holder of Tortoise Notes of a series of Tortoise
                           Notes subject to an Auction on any Auction Date shall
                           constitute an irrevocable offer to sell:


                           (A)      the principal amount of Outstanding Tortoise
                                    Notes of such series specified in such Sell
                                    Order; or

                           (B)      such principal amount or a lesser principal
                                    amount of Outstanding Tortoise Notes of such
                                    series as set forth in clause (iii) of
                                    paragraph (b) of Section 4 of this Appendix
                                    B if Sufficient Clearing Bids for Tortoise
                                    Notes of such series do not exist;


                           PROVIDED, HOWEVER, that a Broker-Dealer that is an
                           Existing Holder with respect to a series of Tortoise
                           Notes shall not be liable to any Person for failing
                           to sell such Tortoise Notes pursuant to a Sell Order
                           described in the proviso to paragraph (c) of Section
                           2 of this Appendix B if (1) such Tortoise Notes were
                           transferred by the Beneficial Owner thereof without
                           compliance by such Beneficial Owner or its transferee
                           Broker-Dealer (or other transferee person, if
                           permitted by the Company)

                                      B-2

<PAGE>

                           with the provisions of the Indenture or (2) such
                           Broker-Dealer has informed the Auction Agent pursuant
                           to the terms of its Broker-Dealer Agreement that,
                           according to such Broker-Dealer's records, such
                           Broker-Dealer believes it is not the Existing Holder
                           of such Tortoise Notes.

                  (iii)    A Bid by a Potential Beneficial Owner or a Potential
                           Holder of Tortoise Notes of a series subject to an
                           Auction on any Auction Date shall constitute an
                           irrevocable offer to purchase:


                           (A)      the principal amount of Outstanding Tortoise
                                    Notes of such series specified in such Bid
                                    if the Applicable Rate for Tortoise Notes of
                                    such series determined on such Auction Date
                                    shall be higher than the rate specified
                                    therein; or

                           (B)      such principal amount or a lesser principal
                                    amount of Outstanding Tortoise Notes of such
                                    series as set forth in clause (v) of
                                    paragraph (a) of Section 4 of this Appendix
                                    B if the Applicable Rate for Tortoise Notes
                                    of such series determined on such Auction
                                    Date shall be equal to the rate specified
                                    therein.

         2     SUBMISSION OF ORDERS BY BROKER-DEALERS TO AUCTION AGENT.


               (a) Each Broker-Dealer shall submit in writing to the Auction
Agent prior to the Submission Deadline on each Auction Date all Orders for
Tortoise Notes of a series subject to an Auction on such Auction Date obtained
by such Broker-Dealer, designating itself (unless otherwise permitted by the
Company) as an Existing Holder in respect of Tortoise Notes subject to Orders
submitted or deemed submitted to it by Beneficial Owners and as a Potential
Holder in respect of Tortoise Notes subject to Orders submitted to it by
Potential Beneficial Owners, and shall specify with respect to each such Order:


                  (i)      the name of the Bidder placing such Order (which
                           shall be the Broker-Dealer unless otherwise permitted
                           by the Company);

                  (ii)     the aggregate principal amount of Tortoise Notes of
                           such series that are the subject of such Order;

                  (iii)    to the extent that such Bidder is an Existing Holder
                           of Tortoise Notes of such series:

                           (A)      the principal amount of Tortoise Notes, if
                                    any, of such series subject to any Hold
                                    Order of such Existing Holder;

                           (B)      the principal amount of Tortoise Notes, if
                                    any, of such series subject to any Bid of
                                    such Existing Holder and the rate specified
                                    in such Bid; and

                           (C)      the principal amount of Tortoise Notes, if
                                    any, of such series subject to any Sell
                                    Order of such Existing Holder; and

                  (iv)     to the extent such Bidder is a Potential Holder of
                           Tortoise Notes of such series, the rate and principal
                           amount of Tortoise Notes of such series specified in
                           such Potential Holder's Bid.

                                      B-3

<PAGE>

               (b) If any rate specified in any Bid contains more than three
figures to the right of the decimal point, the Auction Agent shall round such
rate up to the next highest one thousandth (.001) of 1%.

               (c) If an Order or Orders covering all of the Outstanding
Tortoise Notes of a series held by any Existing Holder is not submitted to the
Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a
Hold Order to have been submitted by or on behalf of such Existing Holder
covering the principal amount of Outstanding Tortoise Notes of such series held
by such Existing Holder and not subject to Orders submitted to the Auction
Agent; provided, however, that if an Order or Orders covering all of the
Outstanding Tortoise Notes of such series held by any Existing Holder is not
submitted to the Auction Agent prior to the Submission Deadline for an Auction
relating to a Special Rate Period consisting of more than 28 Rate Period Days,
the Auction Agent shall deem a Sell Order to have been submitted by or on behalf
of such Existing Holder covering the principal amount of outstanding Tortoise
Notes of such series held by such Existing Holder and not subject to Orders
submitted to the Auction Agent.

               (d) If one or more Orders of an Existing Holder is submitted to
the Auction Agent covering in the aggregate more than the principal amount of
Outstanding Tortoise Notes of a series subject to an Auction held by such
Existing Holder, such Orders shall be considered valid in the following order of
priority:

                  (i)      all Hold Orders for Tortoise Notes of such series
                           shall be considered valid, but only up to and
                           including in the aggregate principal amount of
                           Outstanding Tortoise Notes of such series held by
                           such Existing Holder, and if the aggregate principal
                           amount of Tortoise Notes of such series subject to
                           such Hold Orders exceeds the aggregate principal
                           amount of Outstanding Tortoise Notes of such series
                           held by such Existing Holder, the principal amount of
                           Tortoise Notes subject to each such Hold Order shall
                           be reduced pro rata to cover the principal amount of
                           Outstanding Tortoise Notes of such series held by
                           such Existing Holder;

                  (ii)     (A) any Bid for Tortoise Notes of such series shall
                           be considered valid up to and including the excess of
                           the principal amount of Outstanding Tortoise Notes of
                           such series subject to any Hold Orders referred to in
                           clause (i) above;

                           (B)      subject to subclause (A), if more than one
                                    Bid of an Existing Holder for Tortoise Notes
                                    of such series is submitted to the Auction
                                    Agent with the same rate and the aggregate
                                    principal amount of Outstanding Tortoise
                                    Notes of such series subject to such Bids is
                                    greater than such excess, such Bids shall be
                                    considered valid up to and including the
                                    amount of such excess, and the principal
                                    amount of Tortoise Notes of such series
                                    subject to each Bid with the same rate shall
                                    be reduced pro rata to cover the principal
                                    amount of Tortoise Notes of such series
                                    equal to such excess;

                           (C)      subject to subclauses (A) and (B), if more
                                    than one Bid of an Existing Holder for
                                    Tortoise Notes of such series is submitted
                                    to the Auction Agent with different rates,
                                    such Bids shall be considered valid in the
                                    ascending order of their respective rates up
                                    to and including the amount of such excess;
                                    and

                                      B-4

<PAGE>

                           (D)      in any such event, the principal amount, if
                                    any, of such Outstanding Tortoise Notes of
                                    such series subject to any portion of Bids
                                    considered not valid in whole or in part
                                    under this clause (ii) shall be treated as
                                    the subject of a Bid for Tortoise Notes of
                                    such series by or on behalf of a Potential
                                    Holder at the rate therein specified; and

                  (iii)    all Sell Orders for Tortoise Notes of such series
                           shall be considered valid up to and including the
                           excess of the principal amount of Outstanding
                           Tortoise Notes of such series held by such Existing
                           Holder over the aggregate principal amount of
                           Tortoise Notes of such series subject to valid Hold
                           Orders referred to in clause (i) above and valid Bids
                           referred to in clause (ii) above.


               (e) If more than one Bid for one or more Tortoise Notes of a
series is submitted to the Auction Agent by or on behalf of any Potential
Holder, each such Bid submitted shall be a separate Bid with the rate and
principal amount therein specified.

               (f) Any Order submitted by a Beneficial Owner or a Potential
Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction
Agent, prior to the Submission Deadline on any Auction Date, shall be
irrevocable.


         3     DETERMINATION OF SUFFICIENT CLEARING BIDS, WINNING BID RATE AND
APPLICABLE RATE.

               (a) Not earlier than the Submission Deadline on each Auction Date
for a series of Tortoise Notes, the Auction Agent shall assemble all valid
Orders submitted or deemed submitted to it by the Broker-Dealers in respect of
Tortoise Notes of such series (each such Order as submitted or deemed submitted
by a Broker-Dealer being hereinafter referred to individually as a "Submitted
Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be,
or as a "Submitted Order" and collectively as "Submitted Hold Orders,"
"Submitted Bids" or "Submitted Sell Orders," as the case may be, or as
"Submitted Orders") and shall determine for such series:

                  (i)      the excess of the aggregate principal amount of
                           Outstanding Tortoise Notes of such series over the
                           principal amount of Outstanding Tortoise Notes of
                           such series subject to Submitted Hold Orders (such
                           excess being hereinafter referred to as the
                           "Available Tortoise Notes" of such series);

                  (ii)     from the Submitted Orders for Tortoise Notes of such
                           series whether:

                           (A)      the aggregate principal amount of
                                    Outstanding Tortoise Notes of such series
                                    subject to Submitted Bids of Potential
                                    Holders specifying one or more rates between
                                    the Minimum Rate (for Standard Rate Periods
                                    or less, only) and the Maximum Rate (for all
                                    Rate Periods) for Tortoise Notes of such
                                    series; exceeds or is equal to the sum of:

                           (B)      the aggregate principal amount of
                                    Outstanding Tortoise Notes of such series
                                    subject to Submitted Bids of Existing
                                    Holders specifying one or more rates between
                                    the Minimum Rate (for Standard Rate Periods
                                    or less, only) and the Maximum Rate (for all
                                    Rate Periods) for Tortoise Notes of such
                                    series; and

                                      B-5

<PAGE>

                           (C)      the aggregate principal amount of
                                    Outstanding Tortoise Notes of such series
                                    subject to Submitted Sell Orders (in the
                                    event such excess or such equality exists
                                    (other than because all of the Outstanding
                                    Tortoise Notes of such series are subject to
                                    Submitted Hold Orders), such Submitted Bids
                                    in subclause (A) above being hereinafter
                                    referred to collectively as "Sufficient
                                    Clearing Bids" for Tortoise Notes of such
                                    series); and

                  (iii)    if Sufficient Clearing Bids for Tortoise Notes of
                           such series exist, the lowest rate specified in such
                           Submitted Bids (the "Winning Bid Rate" for Tortoise
                           Notes of such series) which if:

                           (A)      (I) each such Submitted Bid of Existing
                                    Holders specifying such lowest rate and

                                    (II)     all other such Submitted Bids of
                                             Existing Holders specifying lower
                                             rates were rejected, thus entitling
                                             such Existing Holders to continue
                                             to hold the Tortoise Notes of such
                                             series that are subject to such
                                             Submitted Bids; and

                           (B)      (I) each such Submitted Bid of Potential
                                    Holders specifying such lowest rate and

                                    (II)     all other such Submitted Bids of
                                             Potential Holders specifying lower
                                             rates were accepted; would result
                                             in such Existing Holders described
                                             in subclause (A) above continuing
                                             to hold an aggregate principal
                                             amount of Outstanding Tortoise
                                             Notes of such series which, when
                                             added to the aggregate principal
                                             amount of Outstanding Tortoise
                                             Notes of such series to be
                                             purchased by such Potential Holders
                                             described in subclause (B) above,
                                             would equal not less than the
                                             Available Tortoise Notes of such
                                             series.

               (b) Promptly after the Auction Agent has made the determinations
pursuant to paragraph (a) of this Section 3, the Auction Agent shall advise the
Company of the Minimum Rate and Maximum Rate for the series of Tortoise Notes
for which an Auction is being held on the Auction Date and, based on such
determination, the Applicable Rate for Tortoise Notes of such series for the
next succeeding Rate Period thereof as follows:

                  (i)      if Sufficient Clearing Bids for Tortoise Notes of
                           such series exist, that the Applicable Rate for all
                           Tortoise Notes of such series for the next succeeding
                           Rate Period thereof shall be equal to the Winning Bid
                           Rate for Tortoise Notes of such series so determined;

                  (ii)     if Sufficient Clearing Bids for Tortoise Notes of
                           such series do not exist (other than because all of
                           the Outstanding Tortoise Notes of such series are
                           subject to Submitted Hold Orders), that the
                           Applicable Rate for all Tortoise Notes of such series
                           for the next succeeding Rate Period thereof shall be
                           equal to the Maximum Rate for Tortoise Notes of such
                           series; or

                                      B-6

<PAGE>

                  (iii)    if all of the Outstanding Tortoise Notes of such
                           series are subject to Submitted Hold Orders, that the
                           Applicable Rate for all Tortoise Notes of such series
                           for the next succeeding Rate Period thereof shall be
                           All Hold Rate.

         4     ACCEPTANCE AND REJECTION OF SUBMITTED BIDS AND SUBMITTED SELL
ORDERS AND ALLOCATION OF TORTOISE NOTES. Existing Holders shall continue to hold
the Tortoise Notes that are subject to Submitted Hold Orders, and, based on the
determinations made pursuant to paragraph (a) of Section 3 of this Appendix B,
the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by
the Auction Agent and the Auction Agent shall take such other action as set
forth below:

               (a) If Sufficient Clearing Bids for a series of Tortoise Notes
have been made, all Submitted Sell Orders with respect to Tortoise Notes of such
series shall be accepted and, subject to the provisions of paragraphs (d) and
(e) of this Section 4, Submitted Bids with respect to Tortoise Notes of such
series shall be accepted or rejected as follows in the following order of
priority and all other Submitted Bids with respect to Tortoise Notes of such
series shall be rejected:

                  (i)      Existing Holders' Submitted Bids for Tortoise Notes
                           of such series specifying any rate that is higher
                           than the Winning Bid Rate for Tortoise Notes of such
                           series shall be accepted, thus requiring each such
                           Existing Holder to sell the Tortoise Notes subject to
                           such Submitted Bids;

                  (ii)     Existing Holders' Submitted Bids for Tortoise Notes
                           of such series specifying any rate that is lower than
                           the Winning Bid Rate for Tortoise Notes of such
                           series shall be rejected, thus entitling each such
                           Existing Holder to continue to hold the Tortoise
                           Notes subject to such Submitted Bids;

                  (iii)    Potential Holders' Submitted Bids for Tortoise Notes
                           of such series specifying any rate that is lower than
                           the Winning Bid Rate for Tortoise Notes of such
                           series shall be accepted;

                  (iv)     each Existing Holder's Submitted Bid for Tortoise
                           Notes of such series specifying a rate that is equal
                           to the Winning Bid Rate for Tortoise Notes of such
                           series shall be rejected, thus entitling such
                           Existing Holder to continue to hold the Tortoise
                           Notes subject to such Submitted Bid, unless the
                           aggregate principal amount of Outstanding Tortoise
                           Notes subject to all such Submitted Bids shall be
                           greater than the principal amount of Tortoise Notes
                           ("remaining Tortoise Notes") in the excess of the
                           Available Tortoise Notes of such series over the
                           principal amount of Tortoise Notes subject to
                           Submitted Bids described in clauses (ii) and (iii) of
                           this paragraph (a), in which event such Submitted Bid
                           of such Existing Holder shall be rejected in part,
                           and such Existing Holder shall be entitled to
                           continue to hold Tortoise Notes subject to such
                           Submitted Bid, but only in an amount equal to the
                           principal amount of Tortoise Notes of such series
                           obtained by multiplying the remaining principal
                           amount by a fraction, the numerator of which shall be
                           the principal amount of Outstanding Tortoise Notes
                           held by such Existing Holder subject to such
                           Submitted Bid and the denominator of which shall be
                           the aggregate principal amount of Outstanding
                           Tortoise Notes subject to such Submitted Bids made by
                           all such Existing Holders that specified a rate equal
                           to the Winning Bid Rate for Tortoise Notes of such
                           series; and

                                      B-7

<PAGE>

                  (v)      each Potential Holder's Submitted Bid for aggregate
                           principal amount of such series specifying a rate
                           that is equal to the Winning Bid Rate for aggregate
                           principal amount of such series shall be accepted but
                           only in an amount equal to the principal amount of
                           Tortoise Notes of such series obtained by multiplying
                           the principal amount of Tortoise Notes in the excess
                           of the Available Tortoise Notes of such series over
                           the principal amount of Tortoise Notes subject to
                           Submitted Bids described in clauses (ii) through (iv)
                           of this paragraph (a) by a fraction, the numerator of
                           which shall be the principal amount of Outstanding
                           Tortoise Notes subject to such Submitted Bid and the
                           denominator of which shall be the aggregate principal
                           amount of Outstanding Tortoise Notes subject to such
                           Submitted Bids made by all such Potential Holders
                           that specified a rate equal to the Winning Bid Rate
                           for Tortoise Notes of such series.

               (b) If Sufficient Clearing Bids for a series of Tortoise Notes
have not been made (other than because all of the Outstanding Tortoise Notes of
such series are subject to Submitted Hold Orders), subject to the provisions of
paragraph (d) of this Section 4, Submitted Orders for Tortoise Notes of such
series shall be accepted or rejected as follows in the following order of
priority and all other Submitted Bids for Tortoise Notes of such series shall be
rejected:

                  (i)      Existing Holders' Submitted Bids for Tortoise Notes
                           of such series specifying any rate that is equal to
                           or lower than the Maximum Rate for Tortoise Notes of
                           such series shall be rejected, thus entitling such
                           Existing Holders to continue to hold the Tortoise
                           Notes subject to such Submitted Bids;

                  (ii)     Potential Holders' Submitted Bids for Tortoise Notes
                           of such series specifying any rate that is equal to
                           or lower than the Maximum Rate for Tortoise Notes of
                           such series shall be accepted; and

                  (iii)    Each Existing Holder's Submitted Bid for Tortoise
                           Notes of such series specifying any rate that is
                           higher than the Maximum Rate for Tortoise Notes of
                           such series and the Submitted Sell Orders for
                           Tortoise Notes of such series of each Existing Holder
                           shall be accepted, thus entitling each Existing
                           Holder that submitted or on whose behalf was
                           submitted any such Submitted Bid or Submitted Sell
                           Order to sell the Tortoise Notes of such series
                           subject to such Submitted Bid or Submitted Sell
                           Order, but in both cases only in an amount equal to
                           the principal amount of Tortoise Notes of such series
                           obtained by multiplying the principal amount of
                           Tortoise Notes of such series subject to Submitted
                           Bids described in clause (ii) of this paragraph (b)
                           by a fraction, the numerator of which shall be the
                           principal amount of Outstanding Tortoise Notes of
                           such series held by such Existing Holder subject to
                           such Submitted Bid or Submitted Sell Order and the
                           denominator of which shall be the aggregate principal
                           amount of Outstanding Tortoise Notes of such series
                           subject to all such Submitted Bids and Submitted Sell
                           Orders.

               (c) If all of the Outstanding Tortoise Notes of a series are
subject to Submitted Hold Orders, all Submitted Bids for Tortoise Notes of such
series shall be rejected.

               (d) If, as a result of the procedures described in clause (iv) or
(v) of paragraph (a) or clause (iii) of paragraph (b) of this Section 4, any
Existing Holder would be entitled or required to sell, or

                                      B-8

<PAGE>

any Potential Holder would be entitled or required to purchase, less than an
Authorized Denomination of Tortoise Notes on any Auction Date, the Auction Agent
shall, in such manner as it shall determine in its sole discretion, round up or
down the principal amount of Tortoise Notes of such series to be purchased or
sold by any Existing Holder or Potential Holder on such Auction Date as a result
of such procedures so that the principal amount of Tortoise Notes so purchased
or sold by each Existing Holder or Potential Holder on such Auction Date shall
be equal to an Authorized Denomination.

               (e) If, as a result of the procedures described in clause (v) of
paragraph (a) of this Section 4, any Potential Holder would be entitled or
required to purchase less than an Authorized Denomination of Tortoise Notes on
any Auction Date, the Auction Agent shall, in such manner as it shall determine
in its sole discretion, allocate Tortoise Notes of such series or purchase among
Potential Holders so that only Tortoise Notes of such series in Authorized
Denominations are purchased on such Auction Date as a result of such procedures
by any Potential Holder, even if such allocation results in one or more
Potential Holders not purchasing Tortoise Notes of such series on such Auction
Date.

               (f) Based on the results of each Auction for a series of Tortoise
Notes, the Auction Agent shall determine the aggregate principal amount of
Tortoise Notes of such series to be purchased and the aggregate principal amount
of Tortoise Notes of such series to be sold by Potential Holders and Existing
Holders and, with respect to each Potential Holder and Existing Holder, to the
extent that such aggregate principal amount of Tortoise Notes and such aggregate
principal amount of Tortoise Notes to be sold differ, determine to which other
Potential Holder(s) or Existing Holder(s) they shall deliver, or from which
other Potential Holder(s) or Existing Holder(s) they shall receive, as the case
may be, Tortoise Notes of such series. Notwithstanding any provision of the
Auction Procedures or the Settlement Procedures to the contrary, in the event an
Existing Holder or Beneficial Owner of Tortoise Notes of a series with respect
to whom a Broker-Dealer submitted a Bid to the Auction Agent for such Tortoise
Notes that was accepted in whole or in part, or submitted or is deemed to have
submitted a Sell Order for such Tortoise Notes that was accepted in whole or in
part, fails to instruct its Agent Member to deliver such Tortoise Notes against
payment therefor, partial deliveries of Tortoise Notes that have been made in
respect of Potential Holders' or Potential Beneficial Owners' Submitted Bids for
Tortoise Notes of such series that have been accepted in whole or in part shall
constitute good delivery to such Potential Holders and Potential Beneficial
Owners.

               (g) Neither the Company nor the Auction Agent nor any affiliate
of either shall have any responsibility or liability with respect to the failure
of an Existing Holder or a Potential Holder to deliver Tortoise Notes of any
series or to pay for Tortoise Notes of any series sold or purchased pursuant to
the Auction Procedures or otherwise.

                                      B-9

<PAGE>

                                   APPENDIX C-
                              RATING OF INVESTMENTS




                         MOODY'S INVESTORS SERVICE, INC.

         Moody's long-term obligation ratings are opinions of the relative
credit risk of fixed-income obligations with an original maturity of one year or
more. They address the possibility that a financial obligation will not be
honored as promised. Such ratings reflect both the likelihood of default and any
financial loss suffered in the even of default.

         "Aaa" Obligations rated Aaa are judged to be of the highest quality,
with minimal credit risk.

         "Aa" Obligations rated Aa are judged to be of high quality and are
subject to very low credit risk.

         "A" Obligations rated A are considered upper-medium grade and are
subject to low credit risk.

         "Baa" Obligations rated Baa are subject to moderate credit risk. They
are considered medium-grade and as such may possess certain speculative
characteristics.

         "Ba" Obligations rated Ba are judged to have speculative elements and
are subject to substantial credit risk.

         "B" Obligations rated B are considered speculative and are subject to
high credit risk.

         "Caa" Obligations rated Caa are judged to be of poor standing and are
subject to very high credit risk.

         "Ca" Obligations rated Ca are highly speculative and are likely in, or
very near, default, with some prospect of recovery of principal and interest.

         "C" Obligations rated C are the lowest rated class of bonds and are
typically in default, with little prospect for recovery of principal and
interest.

         Note: Moody's appends numerical modifiers 1, 2, and 3 to each generic
rating classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range; and the modifier 3 indicates a ranking in the lower end
of that generic rating category.

         US MUNICIPAL AND TAX-EXEMPT RATINGS

         Municipal ratings are based upon the analysis of four primary factors
relating to municipal finance: economy, debt, finances, and
administration/management strategies. Each of the factors is evaluated
individually and for its effect on the other factors in the context of the
municipality's ability to repay its debt.

         "Aaa" Issuers or issues rated Aaa demonstrate the strongest
creditworthiness relative to other US municipal or tax-exempt issuers or issues.

         "Aa" Issuers or issues rated Aa demonstrate very strong
creditworthiness relative to other US municipal or tax-exempt issuers or issues.

         "A" Issuers or issues rated A present above average creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

         "Baa" Issuers or issues rated Baa represent average creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

                                      C-1

<PAGE>

         "Ba" Issuers or issues rated Ba demonstrate below-average
creditworthiness relative to other US municipal or tax-exempt issuers or issues.

         "B" Issuers or issues rated B demonstrate weak creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

         "Caa" Issuers or issues rated Caa demonstrate very weak
creditworthiness relative to other US municipal or tax-exempt issuers or issues.

         "Ca" Issuers or issues rated Ca demonstrate extremely weak
creditworthiness relative to other US municipal or tax-exempt issuers or issues.

         "C" Issuers or issues rated C demonstrate the weakest creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

         Note: Moody's appends numerical modifiers 1, 2, and 3 to each generic
rating category from Aa through Caa. The modifier 1 indicates that the issuer or
obligation ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.

         DESCRIPTION OF MOODY'S HIGHEST RATINGS OF STATE AND MUNICIPAL NOTES AND
OTHER SHORT-TERM LOANS

         Moody's ratings for state and municipal notes and other short-term
loans are designated "Moody's Investment Grade" ("MIG" or, for variable or
floating rate obligations, "VMIG"). Such ratings recognize the differences
between short-term credit risk and long-term risk. Factors affecting the
liquidity of the borrower and short-term cyclical elements are critical in
short-term ratings. Symbols used will be as follows:

         "MIG-1" This designation denotes superior credit quality. Excellent
protection is afforded by established cash flows, highly reliable liquidity
support, or demonstrated broad-based access to the market for refinancing.

         "MIG-2" This designation denotes strong credit quality. Margins of
protection are ample, although not as large as in the preceding group.

         "MIG-3" This designation acceptable credit quality. Liquidity and
cash-flow protection may be narrow, and market access for refinancing is likely
to be less well-established.

         "SG" This designation denotes speculative-grade credit quality. Debt
instruments in this category may lack sufficient margins of protection. Demand
features rated in this category may be supported by a liquidity provider that
does not have an investment grade short-term rating or may lack the structural
and/or legal protections necessary to ensure the timely payment of purchase
price upon demand.

         "VMIG 1" This designation denotes superior credit quality. Excellent
protection is afforded by the superior short-term credit strength of the
liquidity provider and structural and legal protections that ensure the timely
payment of purchase price upon demand.

         "VMIG 2" This designation denotes strong credit quality. Good
protection is afforded by the strong short-term credit strength of the liquidity
provider and structural and legal protections that ensure the timely payment of
purchase price upon demand.

         "VMIG 3" This designation denotes acceptable credit quality. Adequate
protection is afforded by the satisfactory short-term credit strength of the
liquidity provider and structural and legal protections that ensure the timely
payment of purchase price upon demand.

                                      C-2

<PAGE>

         DESCRIPTION OF MOODY'S SHORT TERM RATINGS

         Moody's short-term ratings are opinions of the ability of issuers to
honor short-term financial obligations. Ratings may be assigned to issuers,
short-term programs or to individual short-term debt instruments. Such
obligations generally have an original maturity not exceeding thirteen months,
unless explicitly noted.

         "P-1" Issuers (or supporting institutions) rated Prime-1 have a
superior ability to repay short-term debt obligations.

         "P-2" Issuers (or supporting institutions) rated Prime-2 have a strong
ability to repay short-term debt obligations.

         "P-3" Issuers (or supporting institutions) rated Prime-3 have an
acceptable ability to repay short-term obligations.

         "NP" Issuers (or supporting institutions) rated Not Prime do not fall
within any of the Prime rating categories.

                                  FITCH RATINGS

         A brief description of the applicable Fitch Ratings ("Fitch") ratings
symbols and meanings (as published by Fitch) follows:

LONG-TERM CREDIT RATINGS

INVESTMENT GRADE

         "AAA" -- Highest credit quality. `AAA' ratings denote the lowest
expectation of credit risk. They are assigned only in case of exceptionally
strong capacity for timely payment of financial commitments. This capacity is
highly unlikely to be affected adversely by foreseeable events.

         "AA" -- Very high credit quality. `AA' ratings denote a very low
expectation of credit risk. They indicate very strong capacity for timely
payment of financial commitments. This capacity is not significantly vulnerable
to foreseeable events.

         "A" -- High credit quality. `A' ratings denote a low expectation of
credit risk. The capacity for timely payment of financial commitments is
considered strong. This capacity may, nevertheless, be more vulnerable to
changes in circumstances or in economic conditions than is the case for higher
ratings.

         "BBB" -- Good credit quality. `BBB' ratings indicate that there is
currently a low expectation of credit risk. The capacity for timely payment of
financial commitments is considered adequate, but adverse changes in
circumstances and in economic conditions are more likely to impair this
capacity. This is the lowest investment-grade category.

SPECULATIVE GRADE

         "BB" -- Speculative. `BB' ratings indicate that there is a possibility
of credit risk developing, particularly as the result of adverse economic change
over time; however, business or financial alternatives may be available to allow
financial commitments to be met. Securities rated in this category are not
investment grade.

                                      C-3

<PAGE>

         "B" -- Highly speculative. `B' ratings indicate that significant credit
risk is present, but a limited margin of safety remains. Financial commitments
are currently being met; however, capacity for continued payment is contingent
upon a sustained, favorable business and economic environment.

         "CCC", "CC", "C" -- High default risk. Default is a real possibility.
Capacity for meeting financial commitments is solely reliant upon sustained,
favorable business or economic developments. A `CC' rating indicates that
default of some kind appears probable. `C' ratings signal imminent default.

         "DDD", "DD", And "D" Default -- The ratings of obligations in this
category are based on their prospects for achieving partial or full recovery in
a reorganization or liquidation of the obligor. While expected recovery values
are highly speculative and cannot be estimated with any precision, the following
serve as general guidelines. `DDD' obligations have the highest potential for
recovery, around 90%-100% of outstanding amounts and accrued interest. `DD'
indicates potential recoveries in the range of 50%-90%, and `D' the lowest
recovery potential, i.e., below 50%. Entities rated in this category have
defaulted on some or all of their obligations. Entities rated `DDD' have the
highest prospect for resumption of performance or continued operation with or
without a formal reorganization process. Entities rated `DD' and `D' are
generally undergoing a formal reorganization or liquidation process; those rated
`DD' are likely to satisfy a higher portion of their outstanding obligations,
while entities rated `D' have a poor prospect for repaying all obligations.

SHORT-TERM CREDIT RATINGS

         A short-term rating has a time horizon of less than 12 months for most
obligations, or up to three years for U.S. public finance securities, and thus
places greater emphasis on the liquidity necessary to meet financial commitments
in a timely manner.

         "F1" -- Highest credit quality. Indicates the strongest capacity for
timely payment of financial commitments; may have an added "+" to denote any
exceptionally strong credit feature.

         "F2" -- Good credit quality. A satisfactory capacity for timely payment
of financial commitments, but the margin of safety is not as great as in the
case of the higher ratings.

         "F3" -- Fair credit quality. The capacity for timely payment of
financial commitments is adequate; however, near-term adverse changes could
result in a reduction to non-investment grade.

         "B" -- Speculative. Minimal capacity for timely payment of financial
commitments, plus vulnerability to near-term adverse changes in financial and
economic conditions.

         "C" -- High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon a sustained, favorable
business and economic environment.

         "D" -- Default. Denotes actual or imminent payment default.

         Notes to Long-term and Short-term ratings:

         "+" or "-" may be appended to a rating to denote relative status within
major rating categories. Such suffixes are not added to the `AAA' Long-term
rating category, to categories below `CCC', or to Short-term ratings other than
`F1'.

         "NR" indicates that Fitch Ratings does not rate the issuer or issue in
question.

         "Withdrawn" -- A rating is withdrawn when Fitch Ratings deems the
amount of information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.

                                      C-3

<PAGE>

         "Rating Watch" -- Ratings are placed on Rating Watch to notify
investors that there is a reasonable probability of a rating change and the
likely direction of such change. These are designated as "Positive", indicating
a potential upgrade, "Negative", for a potential downgrade, or "Evolving", if
ratings may be raised, lowered or maintained. Rating Watch typically is resolved
over a relatively short period.

         A Rating Outlook indicates the direction a rating is likely to move
over a one to two year period. Outlooks may be positive, stable, or negative. A
positive or negative Rating Outlook does not imply a rating change is
inevitable. Similarly, ratings for which outlooks are `stable' could be
downgraded before an outlook moves to positive or negative if circumstances
warrant such an action. Occasionally, Fitch Ratings may be unable to identify
the fundamental trend. In these cases, the Rating Outlook may be described as
evolving.


                          STANDARD & POOR'S CORPORATION

A brief description of the applicable Standard & Poor's Corporation, a division
of The McGraw-Hill Companies ("Standard & Poor's" or "S&P"), rating symbols and
their meanings (as published by S&P) follows:

         A Standard & Poor's issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial obligation,
a specific class of financial obligations, or a specific financial program
(including ratings on medium term note programs and commercial paper programs).
It takes into consideration the creditworthiness of guarantors, insurers, or
other forms of credit enhancement on the obligation. The issue credit rating is
not a recommendation to purchase, sell, or hold a financial obligation, inasmuch
as it does not comment as to market price or suitability for a particular
investor.

         Issue credit ratings are based on current information furnished by the
obligors or obtained by Standard & Poor's from other sources it considers
reliable. Standard & Poor's does not perform an audit in connection with any
credit rating and may, on occasion, rely on unaudited financial information.
Credit ratings may be changed, suspended, or withdrawn as a result of changes
in, or unavailability of, such information, or based on other circumstances.

         Issue credit ratings can be either long-term or short-term. Short-term
ratings are generally assigned to those obligations considered short-term in the
relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days - including commercial paper.

         Short-term ratings are also used to indicate the creditworthiness of an
obligor with respect to put features on long-term obligations. The result is a
dual rating, in which the short-term ratings address the put feature, in
addition to the usual long-term rating. Medium-term notes are assigned long-term
ratings.

LONG-TERM ISSUE CREDIT RATINGS

         Issue credit ratings are based in varying degrees, on the following
considerations:

         1. Likelihood of payment - capacity and willingness of the obligor to
meet its financial commitment on an obligation in accordance with the terms of
the obligation;

         2. Nature of and provisions of the obligation; and

         3. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization, or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights. The issue ratings
definitions are expressed in terms of default risk. As such, they pertain to
senior

                                      C-5

<PAGE>

obligations of an entity. Junior obligations are typically rated lower than
senior obligations, to reflect the lower priority in bankruptcy, as noted above.

         "AAA" -- An obligation rated `AAA' has the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.

         "AA" -- An obligation rated `AA' differs from the highest-rated
obligations only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

         "A" -- An obligation rated `A' is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong.

         BBB -- An obligation rated `BBB' exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

         BB, B, CCC, CC, AND C -- Obligations rated `BB', `B', `CCC', `CC', and
`C' are regarded as having significant speculative characteristics. `BB'
indicates the least degree of speculation and `C' the highest. While such
obligations will likely have some quality and protective characteristics, these
may be outweighed by large uncertainties or major exposures to adverse
conditions.

         BB -- An obligation rated `BB' is less vulnerable to nonpayment than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions, which could
lead to the obligor's inadequate capacity to meet its financial commitment on
the obligation.

         B -- An obligation rated `B' is more vulnerable to nonpayment than
obligations rated `BB', but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.

         CCC -- An obligation rated `CCC' is currently vulnerable to nonpayment
and is dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

         CC -- An obligation rated `CC' is currently highly vulnerable to
nonpayment.

         C -- The `C' rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but payments on this
obligation are being continued.

         D -- An obligation rated `D' is in payment default. The `D' rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The `D'
rating also will be used upon the filing of a bankruptcy petition or the taking
of a similar action if payments on an obligation are jeopardized.

         "+/-" -- Plus (+) or minus (-). The ratings from `AA' to `CCC' may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.

                                      C-6

<PAGE>

         "c" -- The `c' subscript is used to provide additional information to
investors that the bank may terminate its obligation to purchase tendered bonds
if the long-term credit rating of the issuer is below an investment-grade level
and/or the issuer's bonds are deemed taxable.

         "P" -- The letter `p' indicates that the rating is provisional. A
provisional rating assumes the successful completion of the project financed by
the debt being rated and indicates that payment of debt service requirements is
largely or entirely dependent upon the successful, timely completion of the
project. This rating, however, while addressing credit quality subsequent to
completion of the project, makes no comment on the likelihood of or the risk of
default upon failure of such completion. The investor should exercise his own
judgment with respect to such likelihood and risk.

         "*" -- Continuance of the ratings is contingent upon Standard & Poor's
receipt of an executed copy of the escrow agreement or closing documentation
confirming investments and cash flows.

         "r" -- The `r' highlights derivative, hybrid, and certain other
obligations that Standard & Poor's believes may experience high volatility or
high variability in expected returns as a result of noncredit risks. Examples of
such obligations are securities with principal or interest return indexed to
equities, commodities, or currencies; certain swaps and options; and
interest-only and principal-only mortgage securities. The absence of an `r'
symbol should not be taken as an indication that an obligation will exhibit no
volatility or variability in total return.

         N.R. -- Not rated.

         Debt obligations of issuers outside the United States and its
territories are rated on the same basis as domestic corporate and municipal
issues. The ratings measure the creditworthiness of the obligor but do not take
into account currency exchange and related uncertainties.

BOND INVESTMENT QUALITY STANDARDS

         Under present commercial bank regulations issued by the Comptroller of
the Currency, bonds rated in the top four categories (`AAA', `AA', `A', `BBB',
commonly known as investment-grade ratings) generally are regarded as eligible
for bank investment. Also, the laws of various states governing legal
investments impose certain rating or other standards for obligations eligible
for investment by savings banks, trust companies, insurance companies, and
fiduciaries in general.

SHORT-TERM ISSUE CREDIT RATINGS

NOTES

         A Standard & Poor's note ratings reflects the liquidity factors and
market access risks unique to notes. Notes due in three years or less will
likely receive a note rating. Notes maturing beyond three years will most likely
receive a long-term debt rating. The following criteria will be used in making
that assessment:

         Amortization schedule -- the larger the final maturity relative to
other maturities, the more likely it will be treated as a note; and

         Source of payment -- the more dependent the issue is on the market for
its refinancing, the more likely it will be treated as a note.

         Note rating symbols are as follows:

                                      C-7

<PAGE>

         "SP-1" -- Strong capacity to pay principal and interest. An issue
determined to possess a very strong capacity to pay debt service is given a plus
(+) designation.

         "SP-2" -- Satisfactory capacity to pay principal and interest, with
some vulnerability to adverse financial and economic changes over the term of
the notes.

         "SP-3" -- Speculative capacity to pay principal and interest.

         A note rating is not a recommendation to purchase, sell, or hold a
security inasmuch as it does not comment as to market price or suitability for a
particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.

         S&P does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in or unavailability of such
information or based on other circumstances.

COMMERCIAL PAPER

         An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. Ratings are graded into several categories, ranging from `A-1' for the
highest quality obligations to `D' for the lowest. These categories are as
follows:

         "A-1" -- A short-term obligation rated `A-1' is rated in the highest
category by Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that the
obligor's capacity to meet its financial commitment on these obligations is
extremely strong.

         "A-2" -- A short-term obligation rated `A-2' is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rating categories. However, the obligor's
capacity to meet its financial commitment on the obligation is satisfactory.

         "A-3" -- A short-term obligation rated `A-3' exhibits adequate
protection parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the obligor to
meet its financial commitment on the obligation.

         "B" -- A short-term obligation rated `B' is regarded as having
significant speculative characteristics. The obligor currently has the capacity
to meet its financial commitment on the obligation; however, it faces major
ongoing uncertainties which could lead to the obligor's inadequate capacity to
meet its financial commitment on the obligation.

         "C" -- A short-term obligation rated `C' is currently vulnerable to
nonpayment and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the obligation.

         "D" -- A short-term obligation rated `D' is in payment default. The `D'
rating category is used when payments on an obligation are not made on the date
due even if the applicable grace period has not expired, unless Standard &
Poor's believes that such payments will be made during such grace period. The
`D' rating also will be used upon the filing of a bankruptcy petition or the
taking of a similar action if payments on an obligation are jeopardized.

                                      C-8

<PAGE>

         A commercial rating is not a recommendation to purchase, sell, or hold
a security inasmuch as it does not comment as to market price or suitability for
a particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.

         S&P does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in or unavailability of such
information or based on other circumstances.


                                      C-9

<PAGE>

                   Tortoise Energy Infrastructure Corporation

              _____________________________________________________

                       STATEMENT OF ADDITIONAL INFORMATION

              _____________________________________________________

                               ____________, 2004


<PAGE>

                           PART C - OTHER INFORMATION

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

         1.       Financial Statements:


         The Registrant's audited financial statements dated February 6, 2004
and unaudited financial statements dated May 31, 2004 and notes to the financial
statements are filed herein and appear in the Statement of Additional
Information.


         2.       Exhibits:


                  a.1.     Articles of Incorporation.1
                  a.2.     Articles of Amendment and Restatement.2
                  b.1.     By-laws. 1
                  b.2.     Amended and Restated Bylaws. 2
                  c.       None.
                  d.1.     Form of Note.*
                  d.2.     Form of Indenture of Trust.*
                  d.3.     Form of Supplemental Indenture of Trust.*
                  d.4.     Statement of Eligibility of Trustee on Form T-1.*
                  d.5.     Fitch Guidelines and Moody's Guidelines.*
                  e.       Terms and Conditions of the Dividend Reinvestment
                           Plan.*
                  f.       Not applicable.
                  g.1.     Investment Advisory Agreement with Tortoise Capital
                           Advisors, L.L.C. *
                  g.2.     Reimbursement Agreement. *
                  h.       Form of Underwriting Agreement. *
                  i.       None.
                  j.       Custody Agreement. *
                  k.1      Stock Transfer Agency Agreement. *
                  k.2      Administration Agreement. *
                  k.3      Fund Accounting Agreement. *
                  k.4      Form of Auction Agency Agreement. *
                  k.5      Form of Broker-Dealer Agreement. *
                  k.6      Form of DTC Representations Letter. *
                  l.       Opinion of Venable LLP *
                  m.       Not applicable.
                  n.       Consent of Auditors. *
                  o.       Not applicable.
                  p.       Subscription Agreement. *
                  q.       None.
                  r.       Code of Ethics for the Registrant and the Adviser. 2
                  s.       Powers of Attorney. 2

- -----------------
(*)      Filed herewith.
(1)      Incorporated by reference to Registrant's Registration Statement on
         Form N-2, filed on October 31, 2003 (File Nos. 333-110143 and
         811-21462).
(2)      Incorporated by reference to Pre-Effective Amendment No. 1 to
         Registrant's Registration Statement on Form N-2, filed on January 30,
         2004 (File Nos. 333-110143 and 811-21462).
(3)      Incorporated by reference to Pre-Effective Amendment No. 3 to
         Registrant's Registration Statement on Form N-2, filed on February 20,
         2004 (File Nos. 333-110143 and 811-21462).




<PAGE>


ITEM 25: MARKETING ARRANGEMENTS


         Reference is made to the underwriting agreement for the Registrant's
Tortoise Notes filed herewith as exhibit h.1 to the Registrant's Registration
Statement.


ITEM 26: OTHER EXPENSES AND DISTRIBUTION

         The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement:


      Securities and Exchange Commission Fees.................    $ 14,000
      Directors' Fees and Expenses............................       6,500
      Printing (other than certificates)......................       5,000
      Accounting fees and expenses............................      15,000
      Legal fees and expenses.................................     170,000
      Rating Agency fees......................................      83,500
      Trustee fees...........................................       10,000
      Auction Agent fees.....................................       21,500
      Miscellaneous...........................................      10,000
                                                                  --------
        Total................................................     $335,500
                                                                  ========


ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

         None.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES


         As of May 26, 2004, the number of record holders of each class
of securities of the Registrant was


              TITLE OF CLASS                         NUMBER OF RECORD HOLDERS
- -------------------------------------------------  -----------------------------
Common Shares (par value $.001 per share)                       80


ITEM 29. INDEMNIFICATION


         Maryland law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty which is
established by a final judgment as being material to the cause of action. The
Registrant's charter contains such a provision which eliminates directors' and
officers' liability to the maximum extent permitted by Maryland law.

         The Registrant's charter authorizes it, to the maximum extent permitted
by Maryland law and the Investment Company Act of 1940, as amended (the "1940
Act"), to obligate itself to indemnify any present or former director or officer
or any individual who, while a director or officer of the Registrant and at the
request of the Registrant, serves or has served another corporation, real estate
investment trust, partnership, joint venture, trust, employee benefit plan or
other enterprise as a director, officer, partner or trustee, from and against
any claim or liability to which that person may become subject or which that
person may incur by reason of his or her status as a present or former director
or officer of the Registrant and to pay or reimburse his or her reasonable
expenses in advance of final disposition of a proceeding. The Registrant's
Bylaws obligate it, to the maximum extent permitted by Maryland law and the 1940
Act,

<PAGE>

to indemnify any present or former director or officer or any individual who,
while a director of the Registrant and at the request of the Registrant, serves
or has served another corporation, real estate investment trust, partnership,
joint venture, trust, employee benefit plan or other enterprise as a director,
officer, partner or trustee and who is made a party to the proceeding by reason
of his or her service in that capacity from and against any claim or liability
to which that person may become subject or which that person may incur by reason
of his or her status as a present or former director or officer of the
Registrant and to pay or reimburse his or her reasonable expenses in advance of
final disposition of a proceeding. The charter and Bylaws also permit the
Registrant to indemnify and advance expenses to any person who served a
predecessor of the Registrant in any of the capacities described above and any
employee or agent of the Registrant or a predecessor of the Registrant.

         Maryland law requires a corporation (unless its charter provides
otherwise, which the Registrant's charter does not) to indemnify a director or
officer who has been successful in the defense of any proceeding to which he is
made, or threatened to be made, a party by reason of his or her service in that
capacity. Maryland law permits a corporation to indemnify its present and former
directors and officers, among others, against judgements, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made, or threatened to be made, a party by
reason of their service in those or other capacities unless it is established
that (a) the act or omission of the director or officer was material to the
matter giving rise to the proceeding and (i) was committed in bad faith or (ii)
was the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services or
(c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However,
under Maryland law, a Maryland corporation may not indemnify for an adverse
judgement in a suit by or in the right of the corporation or for a judgement of
liability on the basis that personal benefit was improperly received, unless in
either case a court orders indemnification and then only for expenses. In
addition, Maryland law permits a corporation to advance reasonable expenses to a
director or officer upon the corporation's receipt of (a) a written affirmation
by the director or officer of his or her good faith belief that he or she has
met the standard of conduct necessary for indemnification by the corporation and
(b) a written undertaking by him or her or on his or her behalf to repay the
amount paid or reimbursed by the corporation if it is ultimately determined that
the standard of conduct was not met.

         The provisions set forth above apply insofar as they are consistent
with Section 17(h) of the 1940 Act, which prohibits indemnification of any
director or officer of the Registrant against any liability to the Registrant or
its stockholders to which such director or officer otherwise would be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office.


         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended ("1933 Act"), may be provided to directors, officers and
controlling persons of the Registrant, pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding or payment pursuant to any insurance policy)
is asserted against the Registrant by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

<PAGE>

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

         The information in the Statement of Additional Information under the
caption "Management of the Company--Directors and Officers" is hereby
incorporated by reference.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS


         All such accounts, books, and other documents are maintained at the
offices of the Registrant, at the offices of the Registrant's investment
adviser, Tortoise Capital Advisors, L.L.C., 10801 Mastin Boulevard, Suite 222,
Overland Park, Kansas 66210, at the offices of the custodian, U.S. Bank National
Association, 425 Walnut Street, M.L. CN-OH-W6TC, Cincinnati, Ohio 45202, at the
offices of the transfer agent, Computershare Investor Services, LLC, Two North
LaSalle Street, Chicago, Illinois 60602, at the offices of the administrator,
U.S. Bankcorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, WI 53202,
at the offices of the Auction Agent, The Bank of New York, 101 Barclay Street,
7W, New York, NY 10286 or at the offices of the Trustee, BNY Midwest Trust
Company, N.A., 2 N. LaSalle Street, Chicago, IL 60602.


ITEM 32. MANAGEMENT SERVICES

         Not applicable.

ITEM 33. UNDERTAKINGS


         1. The Registrant undertakes to suspend the offering of Tortoise Notes
until the Prospectus is amended if (1) subsequent to the effective date of its
registration statement, the net asset value declines more than ten percent from
its net asset value as of the effective date of the registration statement or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the Prospectus.


         2. Not applicable.

         3. Not applicable.

         4. Not applicable.

         5. (a) For the purposes of determining any liability under the 1933
Act, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant under Rule 497(h) under the 1933 Act shall be
deemed to be part of the Registration Statement as of the time it was declared
effective.

            (b) For the purpose of determining any liability under the 1933 Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of the securities at that time shall be deemed to be the
initial bona fide offering thereof.

         6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prominent delivery within two business days of
receipt of a written or oral request the Registrant's statement of additional
information.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Overland Park and State of Kansas, on the 28th day
of June, 2004.

                                      Tortoise Energy Infrastructure Corporation


                                      By:  /s/ David J. Schulte
                                           -------------------------------------
                                           David J. Schulte, President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<S>                                        <C>                                          <C>
/s/ Terry C. Matlack*                      Director and Treasurer (Principal
- -----------------------------              Financial and Accounting Officer)            June 28, 2004
Terry C. Matlack

/s/ Conrad S. Ciccotello*                              Director                         June 28, 2004
- -----------------------------
Conrad S. Ciccotello

/s/ John R. Graham*                                    Director                         June 28, 2004
- -----------------------------
John R. Graham

/s/ Charles E. Heath*                                  Director                         June 28, 2004
- -----------------------------
Charles E. Heath

/s/ H. Kevin Birzer*                                   Director                         June 28, 2004
- -----------------------------
H. Kevin Birzer

/s/ David J. Schulte                              President and Chief
- -----------------------------                      Executive Officer
David J. Schulte                              (Principal Executive Officer)             June 28, 2004

<FN>
*        David J. Schulte pursuant to power of attorney, filed on January 30,
         2004 in connection with Pre-Effective Amendment No. 1 to Registrant's
         Registration Statement on Form N-2, filed on January 30, 2004 (File
         Nos. 333-110143 and 811-21462) and is hereby incorporated by reference.
</FN>
</TABLE>

<PAGE>


                                  EXHIBIT INDEX

a.1.     Articles of Incorporation.1
a.2.     Articles of Amendment and Restatement. 2
b.1.     By-laws. 1

b.2.     Amended and Restated Bylaws. 2

c.       None.
d.1.     Form of Note.*
d.2.     Form of Indenture of Trust.*
d.3.     Form of Supplemental Indenture of Trust.*
d.4.     Statement of Eligibility of Trustee on Form T-1.*
d.5.     Fitch Guidelines and Moody's Guidelines.*

e.       Terms and Conditions of the Dividend Reinvestment Plan.*

f.       Not applicable.

g.1.     Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C.*
g.2.     Reimbursement Agreement. *

h.       Form of Underwriting Agreement. *

i.       None.
j.       Custody Agreement. *
k.1      Stock Transfer Agency Agreement. 2
k.2      Administration Agreement. *
k.3      Fund Accounting Agreement. *
k.4      Form of Auction Agency Agreement. *
k.5      Form of Broker-Dealer Agreement. *
k.6      Form of DTC Representations Letter. *

l.       Opinion of Venable LLP *
m.       Not applicable.

n        Consent of Auditors. *
o.       Not applicable.
p.       Subscription Agreement. *

q.       None.
r.       Code of Ethics for the Registrant and the Adviser. 2
s.       Powers of Attorney. 2

- ------------------
(*)      Filed herewith.
(1)      Incorporated by reference to Registrant's Registration Statement on
         Form N-2, filed on October 31, 2003 (File Nos. 333-110143 and
         811-21462).
(2)      Incorporated by reference to Pre-Effective Amendment No. 1 to
         Registrant's Registration Statement on Form N-2, filed on January 30,
         2004 (File Nos. 333-110143 and 811-21462).
(3)      Incorporated by reference to Pre-Effective Amendment No. 3 to
         Registrant's Registration Statement on Form N-2, filed on February 20,
         2004 (File Nos. 333-110143 and 811-21462).


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exd-1_061804.txt
<DESCRIPTION>EXHIBIT D-1
<TEXT>
                                                                     Exhibit D.1

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



                                     CUSIP:



No. 1

                         TORTOISE ENERGY INFRASTRUCTURE

                    $     TORTOISE NOTES, SERIES __ DUE 2044

         Tortoise Energy Infrastructure Corporation, a Maryland Corporation,
promises to pay to Cede & Co., or registered assigns, the principal sum of
______________ Dollars on ______, 2044.

         Additional provisions of the Series __ Tortoise Notes are set forth on
the other side hereof.

         Dated: ______, 2004

                                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                                   By:__________________________________________
                                      Name:
                                      Title:


                                   By:__________________________________________
                                      Name:
                                      Title:

<PAGE>

TRUSTEE'S CERTIFICATE OF                     Seal
AUTHENTICATION


This is one of the Securities
of the series designated herein
and referred to in the within-
mentioned Indenture.


Dated:          , 2004


BNY MIDWEST TRUST COMPANY N.A.,
AS TRUSTEE

By:
   -----------------------------
   Authorized Signatory

                                       2

<PAGE>

                          FORM OF REVERSE SIDE OF NOTE

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                    $     SERIES __ TORTOISE NOTES DUE 2044

1.       Interest

         Tortoise Energy Infrastructure Corporation, a Maryland corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the "Company"), promises to pay
interest on the principal amount of the Series __ Tortoise Notes (the "Tortoise
Notes") at the Applicable Rate until maturity.

         General. Each series of Tortoise Notes will bear interest at the
Applicable Rate determined as set forth below, payable on the respective dates
set forth below. Interest on the Tortoise Notes shall be payable when due (as
described below). If the Company does not pay interest when due, it will trigger
an event of default under the Indenture (subject to the cure provisions), and
the Company will be restricted from declaring dividends and making other
distributions with respect to its common stock and any preferred stock.

         On the Business Day next preceding each Interest Payment Date, the
Company is required to deposit with the Paying Agent sufficient funds for the
payment of interest. The Company does not intend to establish any reserves for
the payment of interest.

         All moneys paid to the Paying Agent for the payment of interest shall
be held in trust for the payment of such interest to the Holders. Interest will
be paid by the Paying Agent to the Holders as their names appear on the
securities ledger or securities records of the Company, which Holder(s) is
expected to be the nominee of the Securities Depository. The Securities
Depository will credit the accounts of the Agent Members of the Holders in
accordance with the Securities Depository's normal procedures. The Securities
Depository's current procedures provide for it to distribute interest in
same-day funds to Agent Members who are, in turn, expected to distribute such
interest to the persons for whom they are acting as agents. The Agent Member of
a beneficial owner will be responsible for holding or disbursing such payments
on the applicable Interest Payment Date to such beneficial owner in accordance
with the instructions of such Holder.

         Interest in arrears for any past Rate Period may be subject to a
Default Rate of interest (described below) and may be paid at any time, without
reference to any regular Interest Payment Date, to the Holders as their names
appear on the securities ledger or securities records of the Company on such
date, not exceeding 15 days preceding the payment date thereof, as may be fixed
by the Board of Directors. Any interest payment shall first be credited against
the earliest accrued but unpaid interest. No interest will be payable in respect
of any payment or payments which may be in arrears.

         The amount of interest payable on each Interest Payment Date of each
Rate Period of less than one (1) year (or in respect of interest on another date
in connection with a redemption during such Rate Period) shall be computed by
multiplying the Applicable Rate (or the Default Rate) for such Rate Period (or a
portion thereof) by a fraction, the numerator of which will be the

                                       3

<PAGE>

number of days in such Rate Period (or portion thereof) that such Tortoise Notes
were outstanding and for which the Applicable Rate or the Default Rate was
applicable and the denominator of which will be 360, multiplying the amount so
obtained by $25,000, and rounding the amount so obtained to the nearest cent.
During any Rate Period of one (1) year or more, the amount of interest per
Tortoise Note payable on any Interest Payment Date (or in respect of interest on
another date in connection with a redemption during such Rate Period) shall be
computed as described in the preceding sentence.

         Determination of Interest Rate. The interest rate for the initial Rate
Period (i.e., the period from and including the Original Issue Date to and
including the initial Auction Date) and the initial Auction Date are set forth
on the cover page of the Prospectus. After the initial Rate Period, subject to
certain exceptions, the Tortoise Notes will bear interest at the Applicable Rate
that the Auction Agent advises the Company has resulted from an Auction.

         The initial Rate Period for Tortoise Notes Series ___ shall be ___
days. Rate Periods after the initial Rate Period shall either be Standard Rate
Periods or, subject to certain conditions and with notice to Holders, Special
Rate Periods.

         A Special Rate Period will not be effective unless Sufficient Clearing
Bids exist at the Auction in respect of such Special Rate Period (that is, in
general, the aggregate amount of Tortoise Notes subject to Buy Orders by
Potential Holders is at least equal to the aggregate amount of Tortoise Notes
subject to Sell Orders by Existing Holders).

         Interest will accrue at the Applicable Rate from the Original Issue
Date and shall be payable on each Interest Payment Date thereafter. For Rate
Periods of less than 30 days, Interest Payment Dates shall occur on the first
Business Day following such Rate Period and, if greater than 30 days, then on a
monthly basis on the first Business Day of each month within such Rate Period
and on the Business Day following the last day of such Rate Period. Interest
will be paid through the Securities Depository on each Interest Payment Date.

         Except during a Default Period as described below, the Applicable Rate
resulting from an Auction will not be greater than the Maximum Rate, which is
equal to the Applicable Percentage of the Reference Rate, subject to upward but
not downward adjustment in the discretion of the Board of Directors after
consultation with the Broker-Dealers. The Applicable Percentage will be
determined based on the lower of the credit ratings assigned on that date to the
Tortoise Notes by Moody's and Fitch, as follows:

     MOODY'S                       FITCH
   CREDIT RATING                CREDIT RATING           APPLICABLE PERCENTAGE
- -------------------          -------------------        ---------------------
   Aa3 or above                  AA- or above                   200%
     A3 to A1                      A- to A+                     250%
   Baa3 to Baa1                  BBB- to BBB+                   275%
    Below Baa3                    Below BBB-                    300%

         The Reference Rate is the greater of (1) the applicable AA Composite
Commercial Paper Rate (for a Rate Period of fewer than 184 days) or the
applicable Treasury Index Rate (for a Rate Period of 184 days or more), or (2)
the applicable LIBOR. For Standard Rate Periods or less only, the Applicable
Rate resulting from an Auction will not be less than the Minimum Rate,

                                       4

<PAGE>

which is 70% of the applicable AA Composite Commercial Paper Rate. No Minimum
Rate is specified for Auctions in respect to Rate Periods of more than the
Standard Rate Period.

         The Maximum Rate for the Tortoise Notes will apply automatically
following an Auction for the notes in which Sufficient Clearing Bids have not
been made (other than because all Tortoise Notes were subject to Submitted Hold
Orders). If an Auction for any subsequent Rate Period is not held for any
reason, including because there is no Auction Agent or Broker-Dealer, then the
Interest Rate on the Tortoise Notes for any such Rate Period shall be the
Maximum Rate (except for circumstances in which the Interest Rate is the Default
Rate, as described below).

         The All Hold Rate will apply automatically following an Auction in
which all of the outstanding Tortoise Notes are subject to (or are deemed to be
subject to) Submitted Hold Orders. The All Hold Rate is 80% of the applicable AA
Composite Commercial Paper Rate.

         Prior to each Auction, Broker-Dealers will notify Holders and the
Trustee of the term of the next succeeding Rate Period as soon as practicable
after the Broker-Dealers have been so advised by the Company. After each
Auction, on the Auction Date, Broker-Dealers will notify Holders of the
Applicable Rate for the next succeeding Rate Period and of the Auction Date of
the next succeeding Auction.

         Notification of Rate Period. The Company will designate the duration of
subsequent Rate Periods of each series of Tortoise Notes; provided, however,
that no such designation is necessary for a Standard Rate Period and, provided
further, that any designation of a Special Rate Period shall be effective only
if (i) notice thereof shall have been given as provided herein, (ii) any failure
to pay in a timely manner to the Trustee the full amount of any interest on, or
the redemption price of, Tortoise Notes shall have been cured as provided above,
(iii) Sufficient Clearing Bids shall have existed in an Auction held on the
Auction Date immediately preceding the first day of such proposed Special Rate
Period, (iv) if the Company shall have mailed a Notice of Redemption with
respect to any Tortoise Notes, the redemption price with respect to such
Tortoise Notes shall have been deposited with the Paying Agent, and (v) the
Company has confirmed that as of the Auction Date next preceding the first day
of such Special Rate Period, it has Eligible Assets with an aggregate Discounted
Value at least equal to the Tortoise Notes Basic Maintenance Amount, and the
Company has consulted with the Broker-Dealers and has provided notice of such
designation and otherwise complied with the Rating Agency Guidelines.

         Designation of a Special Rate Period. If the Company proposes to
designate any Special Rate Period, not fewer than seven (7) (or two (2) Business
Days in the event the duration of the Rate Period prior to such Special Rate
Period is fewer than eight (8) days) nor more than 30 Business Days prior to the
first day of such Special Rate Period, notice shall be (i) made by press release
and (ii) communicated by the Company by telephonic or other means to the Trustee
and confirmed in writing promptly thereafter. Each such notice shall state (A)
that the Company proposes to exercise its option to designate a succeeding
Special Rate Period, specifying the first and last days thereof and (B) that the
Company will by 3:00 p.m., New York City time, on the second Business Day next
preceding the first day of such Special Rate Period, notify the Auction Agent
and the Trustee, who will promptly notify the Broker-Dealers, of either (x) its
determination, subject to certain conditions, to proceed with such Special Rate
Period, subject to the terms of any Specific Redemption Provisions, or (y) its
determination not to proceed with

                                       5

<PAGE>

such Special Rate Period, in which latter event the succeeding Rate Period shall
be a Standard Rate Period.

         No later than 3:00 p.m., New York City time, on the second Business Day
next preceding the first day of any proposed Special Rate Period, the Company
shall deliver to the Trustee and the Auction Agent, who will promptly deliver to
the Broker-Dealers and Existing Holders, either:

         (i) a notice stating (A) that the Company has determined to designate
the next succeeding Rate Period as a Special Rate Period, specifying the first
and last days thereof and (B) the terms of any Specific Redemption Provisions;
or

         (ii) a notice stating that the Company has determined not to exercise
its option to designate a Special Rate Period.

         If the Company fails to deliver either such notice with respect to any
designation of any proposed Special Rate Period to the Auction Agent and the
Auction Agent is unable to make the confirmation described above by 3:00 p.m.,
New York City time, on the second Business Day next preceding the first day of
such proposed Special Rate Period, the Company shall be deemed to have delivered
a notice to the Auction Agent with respect to such Rate Period to the effect set
forth in clause (ii) above, thereby resulting in a Standard Rate Period.

         Default Period. Subject to cure provisions, a Default Period with
respect to a particular series of Tortoise Notes will commence on any date the
Company fails to deposit irrevocably in trust in same-day funds, with the Paying
Agent by 12:00 noon, New York City time,

         (A) the full amount of any declared interest on that series payable on
the Interest Payment Date (an "Interest Default"), or

         (B) the full amount of any redemption price (the "Redemption Price")
payable on the date fixed for redemption (the "Redemption Date") (a "Redemption
Default" and together with an Interest Default, hereinafter referred to as
"Default").

         Subject to cure provisions, a Default Period with respect to an
Interest Default or a Redemption Default shall end on the Business Day on which,
by 12:00 noon, New York City time, all unpaid interest and any unpaid Redemption
Price shall have been deposited irrevocably in trust in same-day funds with the
Paying Agent. In the case of an Interest Default, the Applicable Rate for each
Rate Period commencing during a Default Period will be equal to the Default
Rate, and each subsequent Rate Period commencing after the beginning of a
Default Period shall be a Standard Rate Period; provided, however, that the
commencement of a Default Period will not by itself cause the commencement of a
new Rate Period.

         No Auction shall be held during a Default Period with respect to an
Interest Default applicable to that series of Tortoise Notes. No Default Period
with respect to an Interest Default or Redemption Default shall be deemed to
commence if the amount of any interest or any Redemption Price due (if such
default is not solely due to the willful failure of the Company) is deposited
irrevocably in trust, in same-day funds with the Paying Agent by 12:00 noon, New
York City time within three Business Days after the applicable Interest Payment
Date or

                                       6

<PAGE>

Redemption Date, together with an amount equal to the Default Rate applied to
the amount of such non-payment based on the actual number of days comprising
such period divided by 360 for each series. The Default Rate shall be equal to
the Reference Rate multiplied by three (3).

2.       Trustee, Paying Agent and Auction Agent

         __________________________________, a national banking association duly
organized and operating under the laws of the United States of America (together
with its successors, the "Trustee"), will act as Paying Agent with respect to
the Tortoise Notes unless and until another entity appointed by a resolution of
the Board of Directors enters into an agreement with the Company to serve as
paying agent, which paying agent may be the same as the Trustee or the Auction
Agent.

         _________________________________, a national banking association duly
organized and operating under the laws of the United States of America, will act
as Auction Agent unless and until another commercial bank, trust company, or
other financial institution appointed by a resolution of the Board of Directors
enters into an agreement with the Company to follow the Auction Procedures for
the purpose of determining the Applicable Rate.

3.       Indenture

         The Company issued the Tortoise Notes under an Indenture dated as of
       , 2004, and a Supplemental Indenture dated      , 2004 (collectively, the
"Indenture"), between the Company and the Trustee. The terms of the Tortoise
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb)
as in effect on the date of the Indenture (the "Act"). Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the
Indenture. The Tortoise Notes are subject to all such terms, and Holders of
Tortoise Notes are referred to the Indenture and the Act for a statement of
those terms.

         The aggregate principal amount of Tortoise Notes which may be
authenticated and delivered under the Indenture is unlimited (per Section 3.1 of
the Indenture). The Tortoise Notes are one of the Auction Rate Senior Notes
referred to in the Indenture. The Indenture imposes certain limitations on,
among other things, the issuance of debt and redeemable stock by the Company,
the payment of dividends and other distributions and acquisitions or retirements
of the Company's capital stock and transactions with Affiliates.

4.       Optional Redemption

         To the extent permitted under the 1940 Act and Maryland law, the
Company at its option may redeem Tortoise Notes having a Rate Period of one year
or less, in whole or in part, out of funds legally available therefor, on the
Interest Payment Date upon not less than 15 days' and not more than 40 days'
prior notice. This optional redemption is not available during the initial Rate
Period or during any period during which the Company does not have the option to
redeem Tortoise Notes. The optional redemption price shall be equal to the
aggregate principal amount of the Tortoise Notes to be redeemed, plus an amount
equal to accrued interest to the date fixed for redemption. Tortoise Notes
having a Rate Period of more than one year are redeemable at the option of the
Company, in whole or in part, out of funds legally available therefor, prior to
the end of the relevant Rate Period, upon not less than 15 days' and not more
than 40 days' prior notice, subject to any Specific Redemption Provisions, which
may include the payment of

                                       7

<PAGE>

redemption premiums. The Company shall not effect any optional redemption unless
after giving effect thereto (1) the Company has available on such date fixed for
the redemption certain Deposit Securities with maturity or tender dates not
later than the day preceding the applicable redemption date and having a value
not less than the amount (including any applicable premium) due to Holders of a
series of Tortoise Notes by reason of the redemption of a series of Tortoise
Notes and (2) the Company would have Eligible Assets with an aggregate
Discounted Value at least equal to the Tortoise Notes Basic Maintenance Amount
immediately subsequent to such redemption.

         The Company also reserves the right to repurchase Tortoise Notes in
market or other transactions from time to time in accordance with applicable law
and at a price that may be more or less than the principal amount of the
Tortoise Notes, but is under no obligation to do so.

5.       Mandatory Redemption

         If the Company fails to maintain Eligible Assets with an aggregate
Discounted Value at least equal to the Tortoise Notes Basic Maintenance Amount
as of any Valuation Date or, fails to satisfy the 1940 Act Tortoise Notes Asset
Coverage as of the last Business Day of any month, and such failure is not cured
within ten Business Days following such Valuation Date in the case of a failure
to maintain the Tortoise Notes Basic Maintenance Amount or on the last Business
Day of the following month in the case of a failure to maintain the 1940 Act
Tortoise Notes Asset Coverage as of such last Business Day (each an "Asset
Coverage Cure Date"), the Tortoise Notes will be subject to mandatory redemption
out of funds legally available therefor.

         The principal amount of Tortoise Notes to be redeemed in such
circumstances will be equal to the lesser of (1) the minimum principal amount of
Tortoise Notes the redemption of which, if deemed to have occurred immediately
prior to the opening of business on the relevant Asset Coverage Cure Date, would
result in the Company having Eligible Assets with an aggregated Discounted Value
at least equal to the Tortoise Notes Basic Maintenance Amount or sufficient to
satisfy the 1940 Act Tortoise Notes Asset Coverage, as the case may be, in
either case as of the relevant Asset Coverage Cure Date (provided that, if there
is no such minimum principal amount of Tortoise Notes the redemption of which
would have such result, all Tortoise Notes then outstanding will be redeemed),
and (2) the maximum principal amount of Tortoise Notes that can be redeemed out
of funds expected to be available therefor on the Mandatory Redemption Date (as
defined below) at the Mandatory Redemption Price (as defined below).

         Any redemption of less than all of the outstanding Tortoise Notes of a
series will be made from Tortoise Notes designated by the Company. The Company
shall designate Tortoise Notes to be redeemed on a pro rata basis among the
Holders in proportion to the principal amount of Tortoise Notes they hold, by
lot or such other method as the Company shall deem equitable. No optional or
mandatory redemption of less than all outstanding Tortoise Notes of a series
will be made unless the aggregate principal amount of Tortoise Notes to be
redeemed is equal to $25,000 or integral multiples thereof. Any redemption of
less than all Tortoise Notes outstanding will be made in such a manner that all
Tortoise Notes outstanding after such redemption are in authorized
denominations.

                                       8

<PAGE>

         The Company is required to effect such a mandatory redemption not later
than 40 days after the Asset Coverage Cure Date, as the case may be (the
"Mandatory Redemption Date"), except that if the Company does not have funds
legally available for the redemption of, or is not otherwise legally permitted
to redeem, all of the outstanding Tortoise Notes of a series, which are subject
to mandatory redemption, or the Company otherwise is unable to effect such
redemption on or prior to such Mandatory Redemption Date, the Company will
redeem those Tortoise Notes on the earliest practicable date on which the
Company will have such funds available, upon notice to record owners of Tortoise
Notes and the Paying Agent. The Company's ability to make a mandatory redemption
may be limited by the provisions of the 1940 Act or Maryland law. The redemption
price per Tortoise Note in the event of any mandatory redemption will be the
principal amount, plus an amount equal to accrued but unpaid interest to the
date fixed for redemption, plus (in the case of a Rate Period of more than one
year) a redemption premium, if any, determined by the Board of Directors after
consultation with the Broker-Dealers and set forth in any applicable Specific
Redemption Provisions (the "Mandatory Redemption Price").

6.       Notice of Redemption

         Pursuant to Rule 23c-2 under the 1940 Act, the Company will file a
notice of its intention to redeem with the SEC so as to provide at least the
minimum notice required by such Rule or any successor provision (notice
currently must be filed with the SEC generally at least 30 days prior to the
redemption date). The Company shall deliver a notice of redemption to the
Auction Agent and the Trustee containing the information described below one
Business Day prior to the giving of notice to Holders in the case of an optional
redemption and on or prior to the 30th day preceding the Mandatory Redemption
Date in the case of a mandatory redemption. The Trustee will use its reasonable
efforts to provide notice to each holder of Tortoise Notes called for redemption
by electronic means not later than the close of business on the Business Day
immediately following the Business Day on which the Trustee determines the
principal amount of Tortoise Notes to be redeemed (or, during a Default Period
with respect to such Tortoise Notes, not later than the close of business on the
Business Day immediately following the day on which the Trustee receives notice
of redemption from the Company). Such notice will be confirmed promptly by the
Trustee in writing not later than the close of business on the third Business
Day preceding the redemption date by providing the notice to each holder of
record of Tortoise Notes called for redemption, the Paying Agent (if different
from the Trustee) and the Securities Depository ("Notice of Redemption"). The
Notice of Redemption will be addressed to the registered owners of the Tortoise
Notes at their addresses appearing on the books or share records of the Company.
Such notice will set forth (1) the redemption date, (2) the principal amount and
identity of Tortoise Notes to be redeemed, (3) the redemption price (specifying
the amount of accrued interest to be included therein), (4) that interest on the
Tortoise Notes to be redeemed will cease to accrue on such redemption date, and
(5) the 1940 Act provision under which redemption shall be made. No defect in
the Notice of Redemption or in the transmittal or mailing thereof will affect
the validity of the redemption proceedings, except as required by applicable
law.

         If less than all of the outstanding Tortoise Notes of a series are
redeemed on any date, the amount per Holder to be redeemed on such date will be
selected by the Company on a pro rata basis in proportion to the principal
amount of Tortoise Notes held by such Holders, by lot or by

                                       9

<PAGE>

such other method as is determined by the Company to be fair and equitable,
subject to the terms of any Specific Redemption Provisions and subject to
maintaining authorized denominations as described above. Tortoise Notes may be
subject to mandatory redemption as described herein notwithstanding the terms of
any Specific Redemption Provisions. The Auction Agent will give notice to the
Securities Depository, whose nominee will be the record holder of all of the
Tortoise Notes, and the Securities Depository will determine the Tortoise Notes
to be redeemed from the account of the Agent Member of each beneficial owner.
Each Agent Member will determine the principal amount of Tortoise Notes to be
redeemed from the account of each beneficial owner for which it acts as agent.
An Agent Member may select for redemption Tortoise Notes from the accounts of
some beneficial owners without selecting for redemption any Tortoise Notes from
the accounts of other beneficial owners. Notwithstanding the foregoing, if
neither the Securities Depository nor its nominee is the record holder of all of
the Tortoise Notes, the particular principal amount to be redeemed shall be
selected by the Company by lot, on a pro rata basis between each series or by
such other method as the Company shall deem fair and equitable, as contemplated
above.

         If Notice of Redemption has been given, then upon the deposit of funds
with the Paying Agent sufficient to effect such redemption, interest on such
Tortoise Notes will cease to accrue and such Tortoise Notes will no longer be
deemed to be outstanding for any purpose and all rights of the owners of the
Tortoise Notes so called for redemption will cease and terminate, except the
right of the owners of such Tortoise Notes to receive the redemption price, but
without any interest or additional amount. The Company shall be entitled to
receive from the Paying Agent, promptly after the date fixed for redemption, any
cash deposited with the Paying Agent in excess of (1) the aggregate redemption
price of the Tortoise Notes called for redemption on such date and (2) such
other amounts, if any, to which holders of Tortoise Notes called for redemption
may be entitled. The Company will be entitled to receive, from time to time
after the date fixed for redemption, from the Paying Agent the interest, if any,
earned on such funds deposited with the Paying Agent and the owners of Tortoise
Notes so redeemed will have no claim to any such interest. Any funds so
deposited which are unclaimed two years after such redemption date will be paid,
to the extent permitted by law, by the Paying Agent to the Company upon its
request. After such payment, holders of Tortoise Notes called for redemption may
look only to the Company for payment.

         So long as any Tortoise Notes are held of record by the nominee of the
Securities Depository, the redemption price for such Tortoise Notes will be paid
on the redemption date to the nominee of the Securities Depository. The
Securities Depository's normal procedures provide for it to distribute the
amount of the redemption price to Agent Members who, in turn, are expected to
distribute such funds to the persons for whom they are acting as agent.

         Notwithstanding the provisions for redemption described above, no
Tortoise Notes may be redeemed unless all interest in arrears on the Outstanding
Tortoise Notes, and any indebtedness of the Company ranking on a parity with the
Tortoise Notes, have been or are being contemporaneously paid or set aside for
payment, except in connection with the liquidation of the Company in which case
all Tortoise Notes and all indebtedness ranking on a parity with the Tortoise
Notes must receive proportionate amounts and that the foregoing shall not
prevent the purchase or acquisition of all the Outstanding Tortoise Notes
pursuant to the successful

                                       10

<PAGE>

completion of an otherwise lawful purchase or exchange offer made on the same
terms to, and accepted by, Holders of all Outstanding Tortoise Notes.

         Except for the provisions described above, nothing contained in the
Indenture limits any legal right of the Company to purchase or otherwise acquire
Tortoise Notes outside of an Auction at any price, whether higher or lower than
the price that would be paid in connection with an optional or mandatory
redemption, so long as, at the time of any such purchase, there is no arrearage
in the payment of interest on or the mandatory or optional redemption price with
respect to, any Tortoise Notes for which Notice of Redemption has been given and
the Company is in compliance with the 1940 Act Tortoise Notes Asset Coverage and
has Eligible Assets with an aggregate Discounted Value at least equal to the
Tortoise Notes Basic Maintenance Amount after giving effect to such purchase or
acquisition on the date thereof. If less than all outstanding Tortoise Notes are
redeemed or otherwise acquired by the Company, the Company shall give notice of
such transaction to the Auction Agent, in accordance with the procedures agreed
upon by the Board of Directors.

7.       Denominations; Transfer; Exchange

         The Tortoise Notes are in registered form without coupons in
denominations of the Principal Amount of $25,000 and integral multiples thereof.
A Holder may transfer or exchange Tortoise Notes in accordance with the
Indenture. The Company, Security Registrar or Trustee may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture.

8.       Persons Deemed Owners

         The registered Holder of Tortoise Notes may be treated as the owner for
all purposes.

9.       Unclaimed Money

         If money for the payment of Principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company,
to the extent permitted by law. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee for payment.

10.      Defeasance

         Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Tortoise Notes and the Indenture if the
Company deposits with the Trustee money, U.S. Government Obligations, such other
obligations or arrangements as may be specified, or a combination thereof, in
each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof for
the payment of Principal and any premium and interest on the Tortoise Notes on
the respective Stated Maturities, in accordance with the terms of the Indenture
and such Securities.

                                       11

<PAGE>

11.      Amendment, Waiver

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Tortoise Notes may be amended with the written consent of the
Holders of at least a majority in Principal Amount outstanding of the Tortoise
Notes and (ii) any default or noncompliance with any provision may be waived
with the written consent of the Holders of a majority in Principal Amount
outstanding of the Tortoise Notes. Subject to certain exceptions set forth in
the Indenture, without the consent of any Holder of the Tortoise Notes, the
Company and the Trustee may amend the Indenture or the Tortoise Notes: to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company in the Indenture and in the
Securities; to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power conferred upon the Company by the Indenture; to add
any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such additional Events of Default are to be for the
benefit of less than all series of Securities, stating that such additional
Events of Default are expressly being included solely for the benefit of such
series); to add to or change any of the provisions of the Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of Securities
in uncertificated form; to add to, change or eliminate any of the provisions of
the Indenture in respect of one or more series of Securities, provided that any
such addition, change or elimination (A) shall neither (1) apply to any Security
of any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (2) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding; or to establish the
form or terms of Securities of any series and to increase the aggregate
principal amount of any Outstanding series of Securities, as permitted by the
Indenture; to evidence and provide for the acceptance of appointment by a
successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of the Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of the Indenture; or to cure any
ambiguity, to correct or supplement any provision which may be defective or
inconsistent with any other provision, or to make any other provisions with
respect to matters or questions arising under this Indenture, provided that such
action shall not adversely affect the interests of the Holders of Securities of
any series in any material respect.

12.      Events of Default and Acceleration of Maturity; Remedies

         Any one of the following events constitutes an "event of default" under
the Indenture:

         o        default in the payment of any interest upon any series of
                  Tortoise Notes when it becomes due and payable and the
                  continuance of such default for a period of 30 days;

         o        default in the payment of any Redemption Price payable on the
                  Redemption Date;

                                       12

<PAGE>

         o        default in the payment of the principal of, or premium on, any
                  series of Tortoise Notes at its Stated Maturity;

         o        default in the performance, or breach, of any covenant or
                  warranty of the Company in the Indenture (other than a
                  covenant or warranty a default in whose performance or whose
                  breach is specifically dealt with in Section 5.1 of the
                  Indenture or which has expressly been included in the
                  Indenture solely for the benefit of series of Tortoise Notes
                  other than this series), and continuance of such default or
                  breach for a period of 90 days after there has been given, by
                  registered or certified mail, to the Company by the Trustee a
                  written notice specifying such default or breach and requiring
                  it to be remedied and stating that such notice is a "Notice of
                  Default";

         o        the entry by a court having jurisdiction in the premises of
                  (A) a decree or order for relief in respect of the Company in
                  an involuntary case or proceeding under any applicable Federal
                  or State bankruptcy, insolvency, reorganization or other
                  similar law or (B) a decree or order adjudging the Company a
                  bankrupt or insolvent, or approving as properly filed a
                  petition seeking reorganization, arrangement, adjustment or
                  composition of or in respect of the Company under any
                  applicable Federal or State law, or appointing a custodian,
                  receiver, liquidator, assignee, trustee, sequestrator or other
                  similar official of the Company or of any substantial part of
                  its property, or ordering the winding up or liquidation of its
                  affairs, and the continuance of any such decree or order for
                  relief or any such other decree or order unstayed and in
                  effect for a period of 60 consecutive days (provided that, if
                  any Person becomes the successor to the Company pursuant to
                  Article VIII of the Indenture and such Person is a
                  corporation, partnership or trust organized and validly
                  existing under the law of a jurisdiction outside the United
                  States, each reference in this paragraph to an applicable
                  Federal or State law of a particular kind shall be deemed to
                  refer to such law or any applicable comparable law of such
                  non-U.S. jurisdiction, for as long as such Person is the
                  successor to the Company hereunder and is so organized and
                  existing);

         o        the commencement by the Company of a voluntary case or
                  proceeding under any applicable Federal or State bankruptcy,
                  insolvency, reorganization or other similar law or of any
                  other case or proceeding to be adjudicated a bankrupt or
                  insolvent, or the consent by it to the entry of a decree or
                  order for relief in respect of the Company in an involuntary
                  case or proceeding under any applicable Federal or State
                  bankruptcy, insolvency, reorganization or other similar law or
                  to the commencement of any bankruptcy or insolvency case or
                  proceeding against it, or the filing by it of a petition or
                  answer or consent seeking reorganization or relief under any
                  applicable Federal or State law, or the consent by it to the
                  filing of such petition or to the appointment of or taking
                  possession by a custodian, receiver, liquidator, assignee,
                  trustee, sequestrator or other similar official of the Company
                  or of any substantial part of its property, or the making by
                  it of an assignment for the benefit of creditors, or the
                  admission by it in writing of its inability to pay its debts
                  generally as they become due, or the taking of corporate
                  action by the Company in furtherance of any such action
                  (provided that, if any Person becomes

                                       13

<PAGE>

                  the successor to the Company pursuant to Article VIII of the
                  Indenture and such Person is a corporation, partnership or
                  trust organized and validly existing under the law of a
                  jurisdiction outside the United States, each reference in this
                  paragraph to an applicable Federal or State law of a
                  particular kind shall be deemed to refer to such law or any
                  applicable comparable law of such non-U.S. jurisdiction, for
                  as long as such Person is the successor to the Company
                  hereunder and is so organized and existing);

         o        if, pursuant to Section 18(a)(1)(c)(ii) of the Investment
                  Company Act of 1940, as amended, on the last business day of
                  each of twenty-four consecutive calendar months any series of
                  Tortoise Notes shall have an asset coverage of less than 100%;
                  or

         o        any other Event of Default provided with respect to Tortoise
                  Notes of this series.

         Upon the occurrence of an Event of Default with respect to Tortoise
Notes of any series at the time Outstanding occurs and is continuing, then in
every such case the Trustee or the Holders of not less than a majority in
principal amount of the Outstanding Tortoise Notes of that series may declare
the principal amount of all the Tortoise Notes of that series (or, in the case
of any Security of that series which specifies an amount to be due and payable
thereon upon acceleration of the Maturity thereof, such amount as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified above with respect
to Tortoise Notes of any series at the time Outstanding occurs, the principal
amount of all the Tortoise Notes of that series (or, in the case of any Security
of that series which specifies an amount to be due and payable thereon upon
acceleration of the Maturity thereof, such amount as may be specified by the
terms thereof) shall automatically, and without any declaration or other action
on the part of the Trustee or any Holder, become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Tortoise Notes of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as provided in the
Indenture, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if: (1) the Company has
paid or deposited with the Trustee a sum sufficient to pay (A) all overdue
interest on all Tortoise Notes of that series, (B) the principal of (and
premium, if any, on) any Tortoise Notes of that series which have become due
otherwise than by such declaration of acceleration and any interest thereon at
the rate or rates prescribed therefor in such Tortoise Notes, (C) to the extent
that payment of such interest is lawful, interest upon overdue interest at the
rate or rates prescribed therefor in such Tortoise Notes, and (D) all sums paid
or advanced by the Trustee and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel; and (2) all
Events of Default with respect to Tortoise Notes of that series, other than the
non-payment of the principal of Tortoise Notes of that series which have become
due solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.13 of the Indenture. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

                                       14

<PAGE>

13.      Trustee Dealings with the Company

         Subject to certain limitations imposed by the Act, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Tortoise Notes and may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar or
such other agent.

14.      No Recourse Against Others

         A director, officer, employee or stockholder, as such, of the Company
or the Trustee shall not have any liability for any obligations of the Company
under the Tortoise Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting the Tortoise
Notes, each Holder of Tortoise Notes waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Tortoise
Notes.

15.      Authentication

         The Trustee's authentication certificate upon the Tortoise Notes shall
be substantially in the forms provided in the Indenture. No Tortoise Notes shall
be secured or entitled to the benefit of the Indenture, or shall be valid or
obligatory for any purpose, unless a certificate of authentication,
substantially in such form, has been duly executed by the Trustee; and such
certificate of the Trustee upon any Tortoise Notes shall be conclusive evidence
and the only competent evidence that such Bond has been authenticated and
delivered. The Trustee's certificate of authentication shall be deemed to have
been duly executed by it if manually signed by an authorized officer of the
Trustee, but it shall not be necessary that the same person sign the certificate
of authentication on all of the Tortoise Notes issued.

16.      Abbreviations

         Customary abbreviations may be used in the name of a Holder of Tortoise
Notes or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (= joint tenants with rights of survivorship and not
as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors
Act).

17.      CUSIP Numbers

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Tortoise Notes and has directed the Trustee to use CUSIP numbers
in notices of redemption as a convenience to Holders of Tortoise Notes. No
representation is made as to the accuracy of such numbers either as printed on
the Tortoise Notes or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed thereon.

         The Company will furnish to any Holder of Tortoise Notes, upon written
request and without charge to the Holder of Tortoise Notes, a copy of the
Indenture which has in it the text of the Tortoise Notes in larger type.
Requests may be made to: Tortoise Energy Infrastructure Corporation, 10801
Mastin Boulevard, Suite 222, Overland Park, Kansas.

                                       15

<PAGE>

                                 ASSIGNMENT FORM

             To assign these Tortoise Notes, fill in the form below:

               I or we assign and transfer these Tortoise Notes to

              (Print or type assignee's name, address and zip code)

                  (Insert assignee's soc. sec. or tax I.D. No.)

 and irrevocably appoint _______________________________ agent to transfer these
            Tortoise Notes on the books of the Company. The agent may
                       substitute another to act for him.


Date:____________________          Your Signature:______________________________


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>exd-2_061804.txt
<DESCRIPTION>EXHIBIT D-2
<TEXT>
                                                                    Exhibit D.2













                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION,
                                    as Issuer

                                       and

                        BNY MIDWEST TRUST COMPANY, N.A.,
                                   as Trustee


                               INDENTURE OF TRUST



                           DATED AS OF JUNE [__], 2004







<PAGE>


                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                 Certain Sections of this Indenture relating to
                   Sections 310 through 318, inclusive, of the
                          Trust Indenture Act of 1939:

            TRUST INDENTURE ACT SECTION                     INDENTURE SECTION
Section 310(a)(1)................................                  6.9
           (a)(2)................................                  6.9
           (a)(3)................................             Not Applicable
           (a)(4)................................             Not Applicable
           (b)...................................                  6.8
Section 311(a)...................................                  6.13
           (b)...................................                  6.13
Section 312(a)...................................                  7.1
                                                                   7.2
           (b)...................................                  7.2
           (c)...................................                  7.2
Section 313(a)...................................                  7.3
           (b)...................................                  7.3
           (c)...................................                  7.3
           (d)...................................                  7.3
Section 314(a)...................................                  7.4
           (a)(4)................................                  10.4
           (b)...................................             Not Applicable
           (c)(1)................................                  1.2
           (c)(2)................................                  1.2
           (c)(3)................................             Not Applicable
           (d)...................................             Not Applicable
           (e)...................................                  1.2
Section 315(a)...................................                  6.1
                                                                   6.3
           (b)...................................                  6.2
                                                                   6.3
           (c)...................................                  6.1
                                                                   6.3
           (d)...................................                  6.3
           (e)...................................                  5.14
Section 316(a)(1)(A).............................                  5.2
           (a)(1)(B).............................                  5.13
           (a)(2)................................             Not Applicable
           (b)...................................                  5.8
           (c)...................................                  1.4
Section 317(a)(1)................................                  5.3
           (a)(2)................................                  5.4
           (b)...................................                  10.3
Section 318(a)...................................                  1.7

- ------------------
Note:   This reconciliation and tie shall not, for any purpose, be deemed to be
        a part of the Indenture. Attention should also be directed to Section
        318(c) of the Trust Indenture Act of 1939, as amended, which provides
        that the provisions of Section 310 to and including 317 of the 1939 Act
        are a part of and govern every qualified indenture, whether or not
        physically contained therein.


<PAGE>


Article I     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.........1
         Section 1.1     Definitions..........................................1
         Section 1.2     Compliance Certificates and Opinions.................5
         Section 1.3     Form of Documents Delivered to Trustee...............6
         Section 1.4     Acts of Holders; Record Dates........................6
         Section 1.5     Notices, Etc., to Trustee and Issuer.................8
         Section 1.6     Notice to Holders; Waiver............................8
         Section 1.7     Conflicts............................................9
         Section 1.8     Effect of Headings and Table of Contents.............9
         Section 1.9     Successors and Assigns...............................9
         Section 1.10    Separability Clause..................................9
         Section 1.11    Benefits of Indenture................................9
         Section 1.12    Governing Law........................................9
         Section 1.13    Legal Holidays.......................................9
Article II    SECURITY FORMS.................................................10
         Section 2.1     Forms Generally.....................................10
         Section 2.2     Form of Security....................................10
         Section 2.3     Form of Legend for Global Securities................10
         Section 2.4     Form of Trustee's Certificate of Authentication.....10
Article III   THE SECURITIES.................................................11
         Section 3.1     Amount Unlimited; Issuable in Series................11
         Section 3.2     Denominations.......................................13
         Section 3.3     Execution, Authentication, Delivery and Dating......13
         Section 3.4     Temporary Securities................................14
         Section 3.5     Registration, Registration of Transfer and
                         Exchange............................................15
         Section 3.6     Mutilated, Destroyed, Lost and Stolen Securities....16
         Section 3.7     Payment of Interest; Interest Rights Preserved......17
         Section 3.8     Persons Deemed Owners...............................17
         Section 3.9     Cancellation........................................17
         Section 3.10    Computation of Interest.............................18
         Section 3.11    CUSIP Numbers.......................................18
Article IV    SATISFACTION AND DISCHARGE.....................................18
         Section 4.1     Satisfaction and Discharge of Indenture.............18
         Section 4.2     Application of Money................................19
Article V     REMEDIES.......................................................19
         Section 5.1     Events of Default...................................19
         Section 5.2     Acceleration of Maturity; Rescission and Annulment..20
         Section 5.3     Collection of Indebtedness and Suits for
                         Enforcement by Trustee..............................21
         Section 5.4     Trustee May File Proofs of Claim....................22
         Section 5.5     Trustee May Enforce Claims Without Possession
                         of Securities.......................................22
         Section 5.6     Application of Money Collected......................22
         Section 5.7     Limitation on Suits.................................23
         Section 5.8     Unconditional Right of Holders to Receive
                         Principal, Premium and Interest.....................23
         Section 5.9     Restoration of Rights and Remedies..................23
         Section 5.10    Rights and Remedies Cumulative......................24
         Section 5.11    Delay or Omission Not Waiver........................24
         Section 5.12    Control by Holders..................................24
         Section 5.13    Waiver of Past Defaults.............................24
         Section 5.14    Undertaking for Costs...............................24
         Section 5.15    Waiver of Usury, Stay or Extension Laws.............25
Article VI    THE TRUSTEE....................................................25
         Section 6.1     Certain Duties and Responsibilities.................25
         Section 6.2     Notice of Defaults..................................26
         Section 6.3     Certain Rights of Trustee...........................26
         Section 6.4     Not Responsible for Recitals or Issuance of
                         Securities..........................................27
         Section 6.5     May Hold Securities.................................28
         Section 6.6     Money Held in Trust.................................28
         Section 6.7     Compensation and Reimbursement......................28
         Section 6.8     Conflicting Interests...............................28
         Section 6.9     Corporate Trustee Required; Eligibility.............29
         Section 6.10    Resignation and Removal; Appointment of Successor...29
         Section 6.11    Acceptance of Appointment by Successor..............30
         Section 6.12    Merger, Conversion, Consolidation or Succession
                         to Business.........................................31
         Section 6.13    Preferential Collection of Claims Against Issuer....31
         Section 6.14    Appointment of Authenticating Agent.................31
Article VII   HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER...............32
         Section 7.1     Issuer to Furnish Trustee Names and Addresses
                         of Holders..........................................32
         Section 7.2     Preservation of Information; Communications
                         to Holders..........................................33
         Section 7.3     Reports by Trustee..................................33
         Section 7.4     Reports by Issuer...................................33
Article VIII  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...........34
         Section 8.1     Issuer May Consolidate, Etc., Only on
                         Certain Terms.......................................34
         Section 8.2     Successor Substituted...............................34
Article IX    SUPPLEMENTAL INDENTURES........................................34
         Section 9.1      Supplemental Indentures Without Consent of
                          Holders............................................34
         Section 9.2      Supplemental Indentures With Consent of Holders....35
         Section 9.3      Execution of Supplemental Indentures...............36
         Section 9.4      Effect of Supplemental Indentures..................37
         Section 9.5      Conformity with Trust Indenture Act................37
         Section 9.6      Reference in Securities to Supplemental
                          Indentures.........................................37
Article X         COVENANTS..................................................37
         Section 10.1     Payment of Principal, Premium and Interest.........37
         Section 10.2     Maintenance of Office or Agency....................37
         Section 10.3     Money for Securities Payments to Be Held in Trust..38
         Section 10.4     Statement by Officers as to Default................39
         Section 10.5     Waiver of Certain Covenants........................39
Article XI        REDEMPTION OF SECURITIES...................................39
         Section 11.1     Applicability of Article...........................39
         Section 11.2     Election to Redeem; Notice to Trustee..............39
         Section 11.3     Selection by Issuer of Securities to Be Redeemed...40
         Section 11.4     Notice of Redemption...............................40
         Section 11.5     Deposit of Redemption Price........................41
         Section 11.6     Securities Payable on Redemption Date..............41
         Section 11.7     Securities Redeemed in Part........................41
Article XII       DEFEASANCE AND COVENANT DEFEASANCE.........................41
         Section 12.1     Issuer's Option to Effect Defeasance or Covenant
                          Defeasance.........................................41
         Section 12.2     Defeasance and Discharge...........................42
         Section 12.3     Covenant Defeasance................................42
         Section 12.4     Conditions to Defeasance or Covenant Defeasance....42
         Section 12.5     Deposited Money and U.S. Government Obligations
                          to Be Held in Trust; Miscellaneous Provisions......44
         Section 12.6     Reinstatement......................................45
Article XIII      PAYMENTS UPON LIQUIDATION, DISSOLUTION OR WINDING UP OF
                  THE ISSUER.................................................45
         Section 13.1     Payment Over of Proceeds Upon Dissolution, Etc.....45

Note: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.


<PAGE>


         THIS INDENTURE OF TRUST, dated as of June [__], 2004 (the "Indenture"),
by and between TORTOISE ENERGY INFRASTRUCTURE CORPORATION, a Maryland
corporation (the "Issuer") and BNY MIDWEST TRUST COMPANY N.A., a __________
banking corporation, as Trustee (the "Trustee").

                             RECITALS OF THE ISSUER

         The Issuer has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (the "Securities"), to be
issued in one or more series as provided herein.

         All things necessary to make this Indenture a valid agreement of the
Issuer, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 1.1    DEFINITIONS.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles;

                  (4) unless the context otherwise requires, any reference to an
         "Article" or a "Section" refers to an Article or a Section, as the case
         may be, of this Indenture; and

                  (5) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision.

         "ACT", when used with respect to any Holder, has the meaning specified
in Section 1.4.

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.


<PAGE>

         "APPLICABLE PROCEDURES" of a Depositary means, with respect to any
matter at any time, the policies and procedures of such Depositary, if any, that
are applicable to such matter at such time.

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "BOARD OF DIRECTORS" means either the board of directors of the Issuer
or any duly authorized committee of that board.

         "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Issuer to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "BUSINESS DAY", except as provided in any supplemental indenture, when
used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment are authorized or obligated by law or executive order
to close; provided that, when used with respect to any Security, "Business Day"
may have such other meaning, if any, as may be specified for such Security as
contemplated by Section 3.1.

         "COMMISSION" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "CORPORATE TRUST OFFICE" means the principal office of the Trustee in
New York, New York at which at any particular time its corporate trust business
shall be administered, which at the date hereof is located at
- --------.

         "CORPORATION" means a corporation, association, company (including a
limited liability company), joint-stock company, business trust or other similar
entity.

         "COVENANT DEFEASANCE" has the meaning specified in Section 12.3.

         "DEFEASANCE" has the meaning specified in Section 12.2.

         "DEPOSITARY" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency that is designated to act as Depositary for such Securities as
contemplated by Section 3.1.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.1.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "EXPIRATION DATE" has the meaning specified in Section 1.4.

         "GLOBAL SECURITY" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 2.4 (or such
legend as may be specified as contemplated by Section 3.1 for such Securities).

         "HOLDER" means a Person in whose name a Security is registered in the
Security Register.


                                       2
<PAGE>

         "INDENTURE" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.1.

         "INTEREST PAYMENT DATE", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "ISSUER" means the Person named as the "Issuer" in the first paragraph
of this instrument until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Issuer" shall mean
such successor Person.

         "ISSUER REQUEST" or "ISSUER ORDER" means a written request or order
signed in the name of the Issuer by any two of the following: a Chairman of the
Board, a President, a Vice President, a Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary of the Issuer, or any other officer or
officers of the Issuer designated in writing by or pursuant to authority of the
Board of Directors and delivered to the Trustee from time to time.

         "MATURITY", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "NOTICE OF DEFAULT" means a written notice of the kind specified in
Section 5.1(3).

         "OFFICERS' CERTIFICATE" means a certificate signed by any two of the
following: a Chairman of the Board, a President, a Vice President, a Treasurer,
an Assistant Treasurer, a Secretary or an Assistant Secretary of the Issuer, or
any other officer or officers of the Issuer designated in a writing by or
pursuant to authority of the Board of Directors and delivered to the Trustee
from time to time. One of the officers signing an Officers' Certificate given
pursuant to Section 10.4 shall be the principal executive, financial or
accounting officer of the Issuer.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Issuer, and who shall be acceptable to the Trustee.

         "OUTSTANDING", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

                  (1) Securities theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

                  (2) Securities for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Issuer) in trust or set aside and
         segregated in trust by the Issuer (if the Issuer shall act as its own
         Paying Agent) for the Holders of such Securities; provided that, if
         such Securities are to be redeemed, notice of such redemption has been
         duly given pursuant to this Indenture or provision therefor
         satisfactory to the Trustee has been made;


                                       3
<PAGE>

                  (3) Securities as to which Defeasance has been effected
         pursuant to Section 12.2;

                  (4) Securities which have been paid pursuant to the provisions
         of Article III or in exchange for or in lieu of which other Securities
         have been authenticated and delivered pursuant to this Indenture, other
         than any such Securities in respect of which there shall have been
         presented to the Trustee proof satisfactory to it that such Securities
         are held by a bona fide purchaser in whose hands such Securities are
         valid obligations of the Issuer; and

                  (5) Securities as to which any other particular conditions
         have been satisfied, in each case as may be provided for such
         Securities as contemplated in Section 3.1;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable, the principal
amount of such Security which shall be deemed to be Outstanding shall be the
amount as specified or determined as contemplated by Section 3.1, (B) the
principal amount of a Security denominated in one or more foreign currencies,
composite currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 3.1, of the principal amount of such
Security (or, in the case of a Security described in Clause (A) above, of the
amount determined as provided in such Clause), and (C) Securities owned by the
Issuer or any other obligor upon the Securities or any Affiliate of the Issuer
or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent, waiver
or other action, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Issuer or any
other obligor upon the Securities or any Affiliate of the Issuer or of such
other obligor.

         "PAYING AGENT" means any Person authorized by the Issuer to pay the
principal of or any premium or interest on any Securities on behalf of the
Issuer.

         "PERSON" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

         "PLACE OF PAYMENT", when used with respect to the Securities of any
series and subject to Section 10.2, means the place or places where the
principal of and any premium and interest on the Securities of that series are
payable as specified as contemplated by Section 3.1.

         "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "REDEMPTION DATE", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "REDEMPTION PRICE", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.


                                       4
<PAGE>

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.1.

         "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
vice president, any assistant secretary, any assistant treasurer, any trust
officer, any assistant trust officer or any other officer of the Trustee, in
each case, located in the Corporate Trust Office of the Trustee, and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject.

         "SECURITY" or "SECURITIES" has the meaning stated in the first recital
of this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

         "SECURITIES ACT" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

         "SECURITY REGISTER" AND "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.5.

         "STATED MATURITY", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

         "SUBSIDIARY" means any Person a majority of the combined voting power
of the total outstanding ownership interests in which is, at the time of
determination, beneficially owned or held, directly or indirectly, by the Issuer
or one or more other Subsidiaries. For this purpose, "voting power" means power
to vote in an ordinary election of directors (or, in the case of a Person that
is not a corporation, ordinarily to appoint or approve the appointment of
Persons holding similar positions), whether at all times or only as long as no
senior class of ownership interests has such voting power by reason of any
contingency.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

         "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "U.S. GOVERNMENT OBLIGATION" has the meaning specified in Section 12.4.

         SECTION 1.2    COMPLIANCE CERTIFICATES AND OPINIONS.

         Upon any application or request by the Issuer to the Trustee to take
any action under any provision of this Indenture, the Issuer shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act; provided, however, that no such opinion shall be required in
connection with the issuance of Securities of any series. Each such certificate
or opinion shall be given in the form of an Officers' Certificate, if to be
given by an officer of the Issuer, or an Opinion of Counsel, if to be given by
counsel, and shall comply with the requirements of the Trust Indenture Act and
any other requirements set forth in this Indenture.


                                       5
<PAGE>

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include,

(1) a statement that each individual signing such certificate or opinion has
read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

(4) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.

         SECTION 1.3    FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of, or representation by, counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Issuer stating
that the information with respect to such factual matters is in the possession
of the Issuer, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         SECTION 1.4    ACTS OF HOLDERS; RECORD DATES.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Issuer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and
the Issuer, if made in the manner provided in this Section.


                                       6
<PAGE>

         The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

         The ownership of Securities shall be proved by the Security Register.
Any request, demand, authorization, direction, notice, consent, waiver or other
Act of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such
Security.

         The Issuer may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Issuer may not set a record date for, and the provisions of this paragraph shall
not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in the next paragraph. If any record date is
set pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date, and no other Holders, shall be entitled to
take the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Issuer from setting
a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Issuer, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 1.6.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the


                                       7
<PAGE>

Trustee, at the Issuer's expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Issuer in writing and to each Holder of Securities of the relevant series in the
manner set forth in Section 1.6.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

         SECTION 1.5    NOTICES, ETC., TO TRUSTEE AND ISSUER.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with, (1) the Trustee by any
Holder or by the Issuer shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Trustee Administration, or (2) the
Issuer by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Issuer addressed to it at the address of its
principal office specified in the first paragraph of this instrument or at any
other address previously furnished in writing to the Trustee by the Issuer.

         SECTION 1.6    NOTICE TO HOLDERS; WAIVER.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         Where this Indenture provides for Notice of any event to a Holder of a
Global Security, such notice shall be sufficiently given if given to the
Depositary for such Security (or its designee), pursuant to


                                      8
<PAGE>

its Applicable Procedures, not later than the latest date (if any), and not
earlier than the earliest date (if any), prescribed for the giving of such
notice.

         SECTION 1.7    CONFLICTS.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under the Trust Indenture Act to be
a part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.

         SECTION 1.8    EFFECT OF HEADINGS AND TABLE OF CONTENTS.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

         SECTION 1.9    SUCCESSORS AND ASSIGNS.

         All covenants and agreements in this Indenture by the Issuer shall bind
its successors and assigns, whether so expressed or not.

         SECTION 1.10   SEPARABILITY CLAUSE.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         SECTION 1.11   BENEFITS OF INDENTURE.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture, except as may otherwise be provided pursuant to
Section 3.1 with respect to any Securities of a particular series, pursuant to a
supplemental indenture or under this Indenture with respect to such Securities.

         SECTION 1.12   GOVERNING LAW.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York. The parties agree that all
actions and proceedings arising out of this Indenture or any of the transactions
contemplated hereby shall be brought in the County of New York and, in
connection with any such action or proceeding, submit to the jurisdiction of,
and venue in, such County. Each of the parties hereto also irrevocably waives
all right to trial by jury in any action, proceeding or counterclaim arising out
of this Indenture or the transactions contemplated hereby.

         SECTION 1.13   LEGAL HOLIDAYS.

         Except as set forth in any supplemental indenture, in any case where
any Interest Payment Date, Redemption Date or Maturity of any Security shall not
be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Maturity, as the case may be.


                                       9
<PAGE>


                                   ARTICLE II

                                 SECURITY FORMS

         SECTION 2.1    FORMS GENERALLY.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Issuer and delivered to the Trustee at or prior to the delivery of the Issuer
Order contemplated by Section 3.3 for the authentication and delivery of such
Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

         SECTION 2.2    FORM OF SECURITY.

         The form of Security for Securities of a series to be issued pursuant
to the terms of this Indenture shall be as set forth in a supplemental indenture
relating to Securities of such series.

         SECTION 2.3    FORM OF LEGEND FOR GLOBAL SECURITIES.

         Unless otherwise specified as contemplated by Section 3.1 for the
Securities evidenced thereby or in a supplemental indenture, every Global
Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

         SECTION 2.4    FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

         The Trustee's certificates of authentication shall be in substantially
the following form:

         This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.

Dated:


                                       10
<PAGE>

                                               BNY MIDWEST TRUST COMPANY N.A.,
                                               AS TRUSTEE


                                               By:_____________________________
                                               Authorized Signatory


                                   ARTICLE III

                                 THE SECURITIES

         SECTION 3.1    AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.3,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more supplemental indentures hereto, prior to the issuance
of Securities of any series,

                  (1) the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other series);

                  (2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any
Securities which, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder);

                  (3) the Person to whom any interest on a Security of the
series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest;

                  (4) the date or dates on which the principal of any Securities
of the series is payable;

                  (5) the rate or rates at which any Securities of the series
shall bear interest, if any, the date or dates from which any such interest
shall accrue, the Interest Payment Dates on which any such interest shall be
payable and the Regular Record Date for any such interest payable on any
Interest Payment Date;

                  (6) the place or places where the principal of and any premium
and interest on any Securities of the series shall be payable and the manner in
which any payment may be made;

                  (7) the period or periods within which, the price or prices at
which and the terms and conditions upon which any Securities of the series may
be redeemed, in whole or in part, at the option of the Issuer and, if other than
by a Board Resolution, the manner in which any election by the Issuer to redeem
the Securities shall be evidenced;

                  (8) the obligation, if any, of the Issuer to redeem or
purchase any Securities of the series at the option of the Holder thereof and
the period or periods within which, the price or prices at


                                       11
<PAGE>

which and the terms and conditions upon which any Securities of the series shall
be redeemed or purchased, in whole or in part, pursuant to such obligation;

                  (9) if other than denominations of $25,000 and any multiple
thereof, the denominations in which any Securities of the series shall be
issuable;

                  (10) if the amount of principal of or any premium or interest
on any Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be determined;

                  (11) if other than the currency of the United States of
America, the currency, currencies, composite currency, composite currencies or
currency units in which the principal of or any premium or interest on any
Securities of the series shall be payable and the manner of determining the
equivalent thereof in the currency of the United States of America for any
purpose, including for the purposes of making payment in the currency of the
United States of America and applying the definition of "Outstanding" in Section
1.1;

                  (12) if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the Issuer or the
Holder thereof, in one or more currencies, composite currencies or currency
units other than that or those in which such Securities are stated to be
payable, the currency, currencies, composite currency, composite currencies or
currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods
within which and the terms and conditions upon which such election is to be made
and the amount so payable (or the manner in which such amount shall be
determined);

                  (13) if other than the entire principal amount thereof, the
portion of the principal amount of any Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.2;

                  (14) if the principal amount payable at the Stated Maturity of
any Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

                  (15) if applicable, that the Securities of the series, in
whole or any specified part, shall be defeasible pursuant to Section 12.2 or
Section 12.3 or both such Sections, any provisions to permit a pledge of
obligations other than U.S. Government Obligations (or the establishment of
other arrangements) to satisfy the requirements of Section 12.4(1) for
defeasance of such Securities and, if other than by a Board Resolution, the
manner in which any election by the Issuer to defease such Securities shall be
evidenced;

                  (16) if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form
of any legend or legends which shall be borne by any such Global Security in
addition to or in lieu of that set forth in Section 2.4, any addition to,
elimination of or other change in the circumstances set forth in Clause (2) of
the last paragraph of Section 3.5 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of
such Global Security in whole or in part may be registered, in the name or names
of Persons other than the Depositary


                                       12
<PAGE>

for such Global Security or a nominee thereof and any other provisions governing
exchanges or transfers of any such Global Security;

                  (17) any restrictions upon the transfer of the underlying
Securities of any series;

                  (18) any addition to, elimination of or other change in the
Events of Default which applies to any Securities of the series and any change
in the right of the Trustee or the requisite Holders of such Securities to
declare the principal amount thereof due and payable pursuant to Section 5.2;

                  (19) any addition to, elimination of or other change in the
covenants set forth in Article X which applies to Securities of the series;

                  (20) if applicable, that Persons other than those specified in
Section 1.11 shall have such benefits, rights, remedies and claims with respect
to any Securities of the series or under this Indenture with respect to such
Securities, as and to the extent provided for such Securities; and

                  (21) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1(5)).

All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 3.3) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Issuer and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         SECTION 3.2    DENOMINATIONS.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified in a
supplemental indenture or as otherwise contemplated by Section 3.1. In the
absence of any such specified denomination with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of
$25,000 and any integral multiple thereof.

         SECTION 3.3    EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Securities shall be executed on behalf of the Issuer by an
authorized officer of the Issuer, attested by a Secretary or Assistant Secretary
of the Issuer. The signature of any of these officers on the Securities may be
manual or facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Securities of any series executed by the
Issuer to the Trustee for authentication, together with a Issuer Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Issuer Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of


                                       13
<PAGE>

the series have been established by or pursuant to one or more Board Resolutions
as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel
stating,

                  (1) if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 2.1, that such form has
been established in conformity with the provisions of this Indenture;

                  (2) if the terms of such Securities have been established by
or pursuant to Board Resolution as permitted by Section 3.1, that such terms
have been established in conformity with the provisions of this Indenture; and

                  (3) that such Securities, when authenticated and delivered by
the Trustee and issued by the Issuer in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Issuer enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

         If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Issuer Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued; provided that the Issuer shall be deemed to make
the representations contained in the Officers' Certificate for a particular
series upon each issuance of additional Securities of such series.

         Each Security shall be dated the date of its authentication. No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Issuer, and the Issuer shall deliver such Security to the
Trustee for cancellation as provided in Section 3.9, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

         SECTION 3.4    TEMPORARY SECURITIES.

         Pending the preparation of definitive Securities of any series, the
Issuer may execute, and upon Issuer Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.


                                       14
<PAGE>

         If temporary Securities of any series are issued, the Issuer will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Issuer in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Issuer shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.

         SECTION 3.5    REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         The Issuer shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Issuer in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Issuer shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Issuer in a Place of Payment for that series, the
Issuer shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of like tenor and aggregate
principal amount.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Issuer, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Issuer or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Issuer, Trustee or Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not
involving any transfer.

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Issuer and the Trustee, as applicable, shall not
be required (A) to issue, register the transfer of or exchange any Securities of
that series (or of that series and specified tenor, as the case may be) during a
period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of any such Securities selected for redemption
under Section 11.3 and ending at the close of business on the day of such
mailing, or (B) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part.


                                       15
<PAGE>

         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                  (1) Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Global Security shall constitute a
single Security for all purposes of this Indenture.

                  (2) Notwithstanding any other provision in this Indenture, and
subject to such applicable provisions, if any, as may be specified as
contemplated by Section 3.1, no Global Security may be exchanged in whole or in
part for Securities registered, and no transfer of a Global Security in whole or
in part may be registered, in the name of any Person other than the Depositary
for such Global Security or a nominee thereof unless (A) such Depositary has
notified the Issuer that it (i) is unwilling or unable to continue as Depositary
for such Global Security or (ii) has ceased to be a clearing agency registered
under the Exchange Act, (B) there shall have occurred and be continuing an Event
of Default with respect to such Global Security or (C) the Issuer has executed
and delivered to the Trustee a Issuer Order stating that such Global Security
shall be exchanged in whole for Securities that are not Global Securities (in
which case such exchange shall promptly be effected by the Trustee). If the
Issuer receives a notice of the kind specified in Clause (A) above or has
delivered a Issuer Order of the kind specified in Clause (C) above, it may, in
its sole discretion, designate a successor Depositary for such Global Security
within 60 days after receiving such notice or delivery of such order, as the
case may be. If the Issuer designates a successor Depositary as aforesaid, such
Global Security shall promptly be exchanged in whole for one or more other
Global Securities registered in the name of the successor Depositary, whereupon
such designated successor shall be the Depositary for such successor Global
Security or Global Securities and the provisions of Clauses (1), (2), (3) and
(4) of this Section shall continue to apply thereto.

                  (3) Subject to Clause (2) above and to such applicable
provisions, if any, as may be specified as contemplated by Section 3.1, any
exchange of a Global Security for other Securities may be made in whole or in
part, and all Securities issued in exchange for a Global Security or any portion
thereof shall be registered in such names as the Depositary for such Global
Security shall direct.

                  (4) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6
or 11.7 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a Global Security, unless such Security is registered in the name of a
Person other than the Depositary for such Global Security or a nominee thereof.

         SECTION 3.6    MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

         If any mutilated Security is surrendered to the Trustee, the Issuer
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Issuer and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Issuer or the Trustee that such Security has been acquired by a bona fide
purchaser, the Issuer shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.


                                       16
<PAGE>

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Issuer in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Issuer
and the Trustee, as applicable may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.

         Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Issuer, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

         SECTION 3.7    PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         As contemplated by Section 3.1, provisions with respect to the payment
of interest on any Securities of a series will be set forth in the related
supplemental indenture for the Securities of such series. Except as otherwise
provided herein or in any supplemental indenture, with respect to any Securities
of a series, interest on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
(or, if no business is conducted by the Trustee at its Corporate Trust Office on
such date, at 5:00 P.M. New York City time on such date).

         Except as may otherwise be provided in this Section 3.7 or as
contemplated in Section 3.1 with respect to any Securities of a series, the
Person to whom interest shall be payable on any Security that first becomes
payable on a day that is not an Interest Payment Date shall be the Holder of
such Security on the day such interest is paid.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

         SECTION 3.8    PERSONS DEEMED OWNERS.

         Prior to due presentment of a Security for registration of transfer,
the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 3.7) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected
by notice to the contrary.

         SECTION 3.9    CANCELLATION.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Issuer may
at any time deliver to the Trustee for cancellation any Securities


                                       17
<PAGE>

previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Issuer has not issued and sold, and
all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities held by the Trustee shall be disposed of as
directed by a Issuer Order; provided, however, that the Trustee shall not be
required to destroy such canceled Securities.

         SECTION 3.10   COMPUTATION OF INTEREST.

         Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year.

         SECTION 3.11   CUSIP NUMBERS.

         The Issuer in issuing the Securities may use CUSIP numbers (if then
generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to Holders, provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities. Any such redemption shall not be affected by any defect in or
omission of such numbers.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         SECTION 4.1    SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall upon Issuer Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
any Security expressly provided for herein or in the terms of such Security),
and the Trustee, at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

                  (1)      either

                           (A)      all Securities theretofore authenticated and
                                    delivered (other than

                                    (i)         Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 3.6 and

                                    (ii)        Securities for whose payment
                  money has theretofore been deposited in trust or segregated
                  and held in trust by the Issuer and thereafter repaid to the
                  Issuer or discharged from such trust, as provided in Section
                  10.3) have been delivered to the Trustee for cancellation; or

                           (B)      all such Securities not theretofore
                  delivered to the Trustee for cancellation

                                    (i)      have become due and payable, or


                                       18
<PAGE>

                                    (ii)     will become due and payable at
                  their Stated Maturity within one year, or

                                    (iii)    are to be called for redemption
                  within one year under arrangements satisfactory to the Trustee
                  for the giving of notice of redemption by the Trustee in the
                  name, and at the expense, of the Issuer, and the Issuer,

                  in the case of (i), (ii) or (iii) above, has deposited or
                  caused to be deposited with the Trustee as trust funds in
                  trust money in an amount sufficient to pay and discharge the
                  entire indebtedness on such Securities not theretofore
                  delivered to the Trustee for cancellation, for principal and
                  any premium and interest to the date of such deposit (in the
                  case of Securities which have become due and payable) or to
                  the Stated Maturity or Redemption Date, as the case may be;

                  (2) the Issuer has paid or caused to be paid all other sums
payable hereunder by the Trust; and

                  (3) the Issuer has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Trustee under Section 6.7 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

         SECTION 4.2    APPLICATION OF MONEY.

         Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                    ARTICLE V

                                    REMEDIES

         SECTION 5.1    EVENTS OF DEFAULT.

         Except as set forth in any supplemental indenture, an "Event of
Default", wherever used herein with respect to Securities of any series, means
any one of the events set forth below (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (1) default in the payment of any interest upon any Security
of that series when it becomes due and payable and continuance of such default
for a period of 30 days; or

                  (2) default in the payment of the principal of or any premium
on any Security of that series at its Stated Maturity; or


                                       19
<PAGE>

                  (3) default in the performance, or breach, of any covenant or
Warranty of the Issuer in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than that series), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Issuer by the Trustee a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

                  (4) the entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Issuer in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Issuer a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Issuer under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Issuer or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days (provided that, if any Person
becomes the successor to the Issuer pursuant to Article VIII and such Person is
a corporation, partnership or trust organized and validly existing under the law
of a jurisdiction outside the United States, each reference in this Clause 4 to
an applicable Federal or State law of a particular kind shall be deemed to refer
to such law or any applicable comparable law of such non-U.S. jurisdiction, for
as long as such Person is the successor to the Issuer hereunder and is so
organized and existing); or

                  (5) the commencement by the Issuer of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Issuer in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Issuer or of
any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of corporate action by
the Issuer in furtherance of any such action (provided that, if any Person
becomes the successor to the Issuer pursuant to Article VIII and such Person is
a corporation, partnership or trust organized and validly existing under the law
of a jurisdiction outside the United States, each reference in this Clause 6 to
an applicable Federal or State law of a particular kind shall be deemed to refer
to such law or any applicable comparable law of such non-U.S. jurisdiction, for
as long as such Person is the successor to the Issuer hereunder and is so
organized and existing);

                  (6) if, pursuant to Section 18(a)(1)(c)(ii) of the Investment
Company Act of 1940, as amended, on the last business day of each of twenty-four
consecutive calendar months any class of Securities shall have an asset coverage
of less than 100%; or

                  (7) any other Event of Default provided with respect to
Securities of that series.

         SECTION 5.2    ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         Except as set forth in any supplemental indenture, if an Event of
Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the


                                       20
<PAGE>

Trustee or the Holders of not less than a majority in principal amount of the
Outstanding Securities of that series may declare the principal amount of all
the Securities of that series (or, in the case of any Security of that series
which specifies an amount to be due and payable thereon upon acceleration of the
Maturity thereof, such amount as may be specified by the terms thereof) to be
due and payable immediately, by a notice in writing to the Issuer (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable. If an
Event of Default specified in Section 5.1(4) or 5.1(5) with respect to
Securities of any series at the time Outstanding occurs, the principal amount of
all the Securities of that series (or, in the case of any Security of that
series which specifies an amount to be due and payable thereon upon acceleration
of the Maturity thereof, such amount as may be specified by the terms thereof)
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Issuer and the
Trustee, may rescind and annul such declaration and its consequences if

                  (1)   the Issuer has paid or deposited with the Trustee a sum
sufficient to pay

                        (A) all overdue interest on all Securities of that
         series,

                        (B) the principal of (and premium, if any, on) any
         Securities of that series which have become due otherwise than by such
         declaration of acceleration and any interest thereon at the rate or
         rates prescribed therefor in such Securities,

                        (C) to the extent that payment of such interest is
         lawful, interest upon overdue interest at the rate or rates prescribed
         therefor in such Securities, and

                        (D) all sums paid or advanced by the Trustee hereunder
         and the reasonable compensation, expenses, disbursements and advances
         of the Trustee, its agents and counsel; and

                  (2)   all Events of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 5.13.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         SECTION 5.3    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

         Except as set forth in any supplemental indenture, the Issuer covenants
that if

                  (1) default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default continues
for a period of 90 days, or

                  (2) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof, the Issuer will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor in
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the


                                       21
<PAGE>

costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

         SECTION 5.4    TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of any judicial proceeding relative to the Issuer (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

         SECTION 5.5    TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         SECTION 5.6    APPLICATION OF MONEY COLLECTED.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee under Section 6.7;

         and


                                       22
<PAGE>

         SECOND: To the payment of the amounts then due and unpaid for principal
of and any premium and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest, respectively.

         SECTION 5.7    LIMITATION ON SUITS.

         No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

                  (1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of that
series;

                  (2) the Holders of not less than a majority in principal
amount of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

                  (5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

         SECTION 5.8    UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 3.7
and the provisions of any supplemental indenture) interest on such Security on
the respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date), and to institute suit for the enforcement
of any such payment and such rights shall not be impaired without the consent of
such Holder.

         SECTION 5.9    RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Issuer, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.


                                       23
<PAGE>

         SECTION 5.10   RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

         SECTION 5.11   DELAY OR OMISSION NOT WAIVER.

         No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

         SECTION 5.12   CONTROL BY HOLDERS.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that:

                  (1) such direction shall not be in conflict with any rule of
law or with this Indenture, and

                  (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

         SECTION 5.13   WAIVER OF PAST DEFAULTS.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default:

                  (1) in the payment of the principal of or any premium or
interest on any Security of such series, or

                  (2) in respect of a covenant or provision hereof which under
Article IX cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

         SECTION 5.14   UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party


                                       24
<PAGE>

litigant in such suit to file an undertaking to pay the costs of such suit, and
may assess costs, including reasonable attorneys' fees and expenses, against any
such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Issuer or the Trustee.

         SECTION 5.15   WAIVER OF USURY, STAY OR EXTENSION LAWS.

         The Issuer covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

         SECTION 6.1    CERTAIN DUTIES AND RESPONSIBILITIES.

                  (1)   Except during the continuance of an Event of Default,

                        (A) the Trustee undertakes to perform such duties and
         only such duties as are specifically set forth in this Indenture and as
         required by the Trust Indenture Act, and no implied covenants or
         obligations shall be read into this Indenture against the Trustee; and

                        (B) in the absence of bad faith on its part, the
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not they conform to the requirements of this
         Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

                  (2) In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

                  (3) In no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.

                  (4) In no event shall the Trustee be responsible or liable for
any failure or delay in the performance of its obligations hereunder arising out
of or caused by, directly or indirectly, forces beyond its control, including,
without limitation strikes, work stoppages, accidents, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God,
and interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being


                                       25
<PAGE>

understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.

                  (5)   No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

                        (A) this Subsection shall not be construed to limit
         the effect of Subsection (A) of this Section 6.1;

                        (B) the Trustee shall not be liable for any error of
         judgement made in good faith by a Responsible Officer, unless it shall
         be proved that the Trustee was negligent in ascertaining the pertinent
         facts;

                        (C) the Trustee shall not be liable with respect to
         any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of a majority in principal
         amount of the Outstanding Securities of any series, determined as
         provided in Sections 1.1, 1.4 and 5.12, relating to the time, method
         and place of conducting any proceeding for any remedy available to the
         Trustee, or exercising any trust or power conferred upon the Trustee,
         under this Indenture with respect to the Securities of such series; and

                        (D) no provision of this Indenture shall require the
         Trustee to expend or risk its own funds or otherwise incur any
         financial liability in the performance of any of its duties hereunder,
         or in the exercise of any of its rights or powers, if it shall have
         reasonable grounds for believing that repayment of such funds or
         adequate indemnity against such risk or liability is not reasonably
         assured to it.

         SECTION 6.2    NOTICE OF DEFAULTS.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
5.1(3) with respect to Securities of such series, no such notice to Holders
shall be given until at least 90 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

         SECTION 6.3    CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 6.1:

                  (1) the Trustee may conclusively rely and shall be protected
in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

                  (2) any request or direction of the Issuer mentioned herein
shall be sufficiently evidenced by a Issuer Request or Issuer Order, and any
resolution of the Board of Directors shall be sufficiently evidenced by a Board
Resolution;

                  (3) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder,


                                       26
<PAGE>

the Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, rely upon an Officers' Certificate;

                  (4) the Trustee may consult with counsel of its selection and
the written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

                  (5) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction;

                  (6) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Issuer, personally or by agent or
attorney; (7) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

                  (8) the Trustee shall not be liable for any action taken,
suffered or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture;

                  (9) the Trustee shall not be deemed to have notice of any
default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture;

                  (10) the rights, privileges, protections, immunities and
benefits given to the Trustee, including its rights to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder; and

                  (11) the Trustee may request that the Issuer deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

         SECTION 6.4    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Issuer, and the Trustee does not assume any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Issuer of Securities or the
proceeds thereof.


                                       27
<PAGE>

         SECTION 6.5    MAY HOLD SECURITIES.

         The Trustee, any Paying Agent, any Security Registrar or any other
agent of the Issuer, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may
otherwise deal with the Issuer with the same rights it would have if it were not
Trustee, Paying Agent, Security Registrar or such other agent.

         SECTION 6.6    MONEY HELD IN TRUST.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Issuer.

         SECTION 6.7    COMPENSATION AND REIMBURSEMENT.

         The Issuer agrees:

                  (1) to pay to the Trustee from time to time such compensation
as shall be agreed in writing between the parties for all services rendered by
it hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

                  (3) to indemnify each of the Trustee or any predecessor
Trustee for, and to hold it harmless against, any and all losses, liabilities,
damages, claims or expenses including taxes (other than taxes imposed on the
income of the Trustee) incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
against any claim (whether asserted by the Issuer, a Holder or any other Person)
or liability in connection with the exercise or performance of any of its powers
or duties hereunder.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(4) or Section 5.1(5), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

         The provisions of this Section shall survive the termination of this
Indenture.

         SECTION 6.8    CONFLICTING INTERESTS.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent not
prohibited by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.


                                       28
<PAGE>

         SECTION 6.9    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, has a combined
capital and surplus of at least $[50,000,000] and has its Corporate Trust Office
in the [Borough of Manhattan, City of New York]. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

         SECTION 6.10   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

         The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Issuer. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 60 days after the giving of such
notice of resignation, the resigning Trustee may petition, at the expense of the
Issuer, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

         The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Issuer. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of a notice of removal pursuant to this paragraph, the Trustee being
removed may petition, at the expense of the Issuer, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         If at any time:

                  (1) the Trustee shall fail to comply with Section 6.8 after
written request therefor by the Issuer or by any Holder who has been a bona fide
Holder of a Security for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 6.9
and shall fail to resign after written request therefor by the Issuer or by any
such Holder, or

                  (3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (A) the Issuer by a Board
Resolution may remove the Trustee with respect to all Securities, or (B) subject
to Section 5.14, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or
Trustees.


                                       29
<PAGE>

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Issuer, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Issuer and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Issuer. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Issuer or the Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

         The Issuer shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 1.6. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

         SECTION 6.11   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Issuer and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Issuer or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Issuer, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the


                                       30
<PAGE>

execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein
and each such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates; but, on request of the Issuer
or any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

         Upon request of any such successor Trustee, the Issuer shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

         SECTION 6.12   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

         SECTION 6.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER.

         If and when the Trustee shall be or become a creditor of the Issuer (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Issuer (or any such other obligor).

         SECTION 6.14   APPOINTMENT OF AUTHENTICATING AGENT.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.6, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Issuer and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $[100,000,000] and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent


                                       31
<PAGE>

report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Issuer. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Issuer. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee may appoint a successor Authenticating Agent which shall be
acceptable to Issuer and shall give notice of such appointment in the manner
provided in Section 1.6 to all Holders of Securities of the series with respect
to which such Authenticating Agent will serve. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

         The Issuer agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of Authentication in the following form:

         This is one of the Securities of the series designated therein referred
to in the within mentioned Indenture.

                                               BNY MIDWEST TRUST COMPANY N.A.,
                                               as Trustee



                                                By _____________________________
                                                      As Authenticating Agent


                                                By _____________________________
                                                      As Authenticating Agent


                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

         SECTION 7.1    ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS.

         The Issuer will furnish or cause to be furnished to the Trustee


                                       32
<PAGE>

                  (1) semi-annually, not later than [_____ 15 and _______ 15] in
each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of Securities of each series as of the
immediately preceding [_____ 1 or _______ 1], as the case may be, and

                  (2) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Issuer of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

         SECTION 7.2    PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

         The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

         Every Holder of Securities, by receiving and holding the same, agrees
with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.

         SECTION 7.3    REPORTS BY TRUSTEE.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

         Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than [________] and shall be dated
as of [________] in each calendar year, commencing in 2004.

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Issuer. The Issuer will
notify the Trustee when any Securities are listed on any stock exchange and of
any delisting thereof.

         SECTION 7.4    REPORTS BY ISSUER.

         The Issuer shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission.


                                       33
<PAGE>

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 8.1    ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Issuer shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and the Issuer shall not permit any Person to consolidate with or
merge into the Issuer, unless:

                  (1) in case the Issuer shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Issuer is merged or the Person which acquires by
conveyance or transfer, or which leases, the properties and assets of the Issuer
substantially as an entirety shall be a corporation, partnership or trust, shall
be organized and validly existing under the laws of any domestic or foreign
jurisdiction and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of and any premium and interest on all
the Securities and the performance or observance of every covenant of this
Indenture on the part of the Issuer to be performed or observed;

                  (2) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Issuer or any
Subsidiary as a result of such transaction as having been incurred by the Issuer
or such Subsidiary at the time of such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing; and

                  (3) the Issuer has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.

         SECTION 8.2    SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Issuer with, or merger of the Issuer
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Issuer substantially as an entirety in accordance with Section
8.1, the successor Person formed by such consolidation or into which the Issuer
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such successor Person had
been named as the Issuer herein, and thereafter, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         SECTION 9.1    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holders, the Issuer, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:


                                       34
<PAGE>

                  (1) to evidence the succession of another Person to the Issuer
and the assumption by any such successor of the covenants of the Issuer herein
and in the Securities; or

                  (2) to add to the covenants of the Issuer for the benefit of
the Holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series) or
to surrender any right or power herein conferred upon the Trust; or

                  (3) to add any additional Events of Default for the benefit of
the Holders of all or any series of Securities (and if such additional Events of
Default are to be for the benefit of less than all series of Securities, stating
that such additional Events of Default are expressly being included solely for
the benefit of such series); or

                  (4) to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form; or

                  (5) to add to, change or eliminate any of the provisions of
this Indenture in respect of one or more series of Securities, provided that any
such addition, change or elimination (A) shall neither (i) apply to any Security
of any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding; or

                  (6) to establish the form or terms of Securities of any series
and to increase the aggregate principal amount of any Outstanding series of
Securities, as permitted by Sections 2.1 and 3.1; or

                  (7) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11; or

                  (8) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions
arising under this Indenture, provided that such action pursuant to this Clause
(8) shall not adversely affect the interests of the Holders of Securities of any
series in any material respect.

         SECTION 9.2    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of a majority in principal amount of
the Outstanding Securities of all series affected by such supplemental
indenture, considered together as one class for this purpose (plus, if and as
the terms applicable to any such affected series pursuant to Section 3.1 so
provide, the consent of the Holders of a majority in principal amount of the
Outstanding Securities of such affected series or of any other Persons acting on
behalf of such Holders), by Act of said Holders delivered to the Issuer and the
Trustee, the Issuer, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental


                                       35
<PAGE>

indenture shall, without the consent of the Holders of a majority in principal
amount of the Outstanding Securities affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of any other
Security which would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.2, or permit the Issuer to redeem any
Security if, absent such supplemental indenture, the Issuer would not be
permitted to do so, or change any Place of Payment where, or the coin or
currency in which, any Security or any premium or interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or

                  (2) if any Security provides that the Holder may require the
Issuer to repurchase such Security, impair such Holder's right to require
repurchase of such Security on the terms provided therein, or

                  (3) reduce the percentage in principal amount of the
Outstanding Securities of any one or more series (considered separately or
together as one class, as applicable), if the supplemental indenture requires
the consent of existing Holders, or requires the consent of such Holders for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or

                  (4) modify any of the provisions of this Section, Section 5.13
or Section 10.5, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.6, or the deletion of this
provision, in accordance with the requirements of Sections 6.11 and 9.1(8).

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

         SECTION 9.3    EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.


                                       36
<PAGE>

         SECTION 9.4    EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

         SECTION 9.5    CONFORMITY WITH TRUST INDENTURE ACT.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

         SECTION 9.6    REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Issuer shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                    ARTICLE X

                                    COVENANTS

         SECTION 10.1   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         The Issuer covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities, this Indenture and any supplemental indenture.

         SECTION 10.2   MAINTENANCE OF OFFICE OR AGENCY.

         The Issuer will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Issuer in respect of the Securities of that series and this Indenture
may be served. The Issuer will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Issuer shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Issuer hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

         The Issuer may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Issuer of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Issuer will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


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<PAGE>

         With respect to any Global Security, and except as otherwise may be
specified for such Global Security as contemplated by Section 3.1 or in any
supplemental indenture, the Corporate Trust Office of the Trustee shall be the
Place of Payment where such Global Security may be presented or surrendered for
payment or for registration of transfer or exchange, or where successor
Securities may be delivered in exchange therefor, provided, however, that any
such payment, presentation, surrender or delivery effected pursuant to the
Applicable Procedures of the Depositary for such Global Security shall be deemed
to have been effected at the Place of Payment for such Global Security in
accordance with the provisions of this Indenture.

         SECTION 10.3   MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

         If the Issuer shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

         Whenever the Issuer shall have one or more Paying Agents for any series
of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit (or, if the Issuer
has deposited any trust funds with a trustee pursuant to Section 12.4(1), cause
such trustee to deposit) with a Paying Agent a sum sufficient to pay such
amount, such sum to be held as provided by the Trust Indenture Act, and (unless
such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of
its action or failure so to act.

         The Issuer will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Issuer (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

         The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Issuer or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Issuer or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuer, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Issuer on Issuer Request, or (if then held by the Issuer) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Issuer as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may, at the expense of the Issuer, cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days


                                       38
<PAGE>

from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Issuer.

         SECTION 10.4   STATEMENT BY OFFICERS AS TO DEFAULT.

         The Issuer will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Issuer ending after the date hereof, an Officers'
Certificate, stating whether or not, to the best knowledge of the signers
thereof, the Issuer is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the Issuer
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

         SECTION 10.5   WAIVER OF CERTAIN COVENANTS.

         Except as otherwise specified as contemplated by Section 3.1 or in any
supplemental indenture for Securities of a specific series, the Issuer may, with
respect to the Securities of any one or more series, omit in any particular
instance to comply with any term, provision or condition set forth in any
covenant provided pursuant to Section 3.1(18), 9.1(2) or 9.1(6) for the benefit
of the Holders of such series or in Article VIII if, before the time for such
compliance, the Holders of a majority in principal amount of the Outstanding
Securities of all series affected by such waiver, considered together as one
class for this purpose (plus, if and as the terms applicable to any such
affected series pursuant to Section 3.1 so provide, the consent of the Holders
of a majority in principal amount of the Outstanding Securities of such affected
series or of any other Persons acting on behalf of such Holders) shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Issuer and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

         SECTION 11.1   APPLICABILITY OF ARTICLE.

         Except as otherwise specified as contemplated by Section 3.1 or in any
supplemental indenture, Securities of any series which are redeemable before
their Stated Maturity shall be redeemable in accordance with their terms and in
accordance with this Article.

         SECTION 11.2   ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Issuer to redeem any Securities shall be
established in or pursuant to a Board Resolution or in another manner specified
as contemplated by Section 3.1 for such Securities. In case of any redemption at
the election of the Issuer of less than all the Securities of any series
(including any such redemption affecting only a single Security), the Issuer
shall, not less than 15 days and not more than 40 days prior to the Redemption
Date fixed by the Issuer, notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Issuer shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.


                                       39
<PAGE>

         SECTION 11.3   SELECTION BY ISSUER OF SECURITIES TO BE REDEEMED.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Issuer, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Issuer,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

         The Issuer shall promptly notify the Trustee and each Security
Registrar in writing of the Securities selected for redemption as aforesaid and,
in case of any Securities selected for partial redemption as aforesaid, the
principal amount thereof to be redeemed.

         The provisions of the preceding paragraph shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

         SECTION 11.4   NOTICE OF REDEMPTION.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 days nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register.

         All notices of redemption shall identify the Securities to be redeemed
(including CUSIP numbers, if any) and shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all the Outstanding Securities of any series
consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal
amounts) of the particular Securities to be redeemed and, if less than all the
Outstanding Securities of any series consisting of a single Security are to be
redeemed, the principal amount of the particular Security to be redeemed,

                  (4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date,
and


                                       40
<PAGE>

                  (5) the place or places where each such Security is to be
surrendered for payment of the Redemption Price.

         Notice of redemption of Securities to be redeemed at the election of
the Issuer shall be given by the Issuer or, at the Issuer's request, by the
Trustee in the name and at the expense of the Issuer and shall be irrevocable.

         SECTION 11.5   DEPOSIT OF REDEMPTION PRICE.

         Prior to any Redemption Date, the Issuer shall deposit with the Trustee
or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

         SECTION 11.6   SECURITIES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Issuer shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Issuer at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.7.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

         SECTION 11.7   SECURITIES REDEEMED IN PART.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Issuer or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Issuer and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Issuer shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series and of like tenor, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                  ARTICLE XII

                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 12.1   ISSUER'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE.

         The Issuer may elect, at its option at any time, to have Section 12.2
or Section 12.3 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 3.1 as being defeasible pursuant to
such Section 12.2 or 12.3, in accordance with any applicable requirements
provided pursuant to Section 3.1 and upon compliance with the conditions set
forth below in this Article.


                                       41
<PAGE>

Any such election shall be evidenced by a Board Resolution; in a supplemental
indenture or in another manner specified as contemplated by Section 3.1 for such
Securities.

         SECTION 12.2   DEFEASANCE AND DISCHARGE.

         Upon the Issuer's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Issuer shall be deemed to have been discharged from its obligations, with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 12.4 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Issuer shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Issuer, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 12.4 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Issuer's
obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2
and 10.3, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article. Subject to compliance with this Article, the
Issuer may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 12.3 applied to such Securities.

         SECTION 12.3   COVENANT DEFEASANCE.

         Upon the Issuer's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Issuer shall be released from its obligations under Section 8.1(3) and any
covenants provided pursuant to Section 3.1(18), 9.1(2) or 9.1(7) for the benefit
of the Holders of such Securities and (2) the occurrence of any event specified
in Sections 5.1(3) (with respect to Section 8.1(3), and any such covenants
provided pursuant to Section 3.1(18), 9.1(2) or 9.1(7)) and 5.1(7) shall be
deemed not to be or result in an Event of Default, in each case with respect to
such Securities as provided in this Section on and after the date the conditions
set forth in Section 12.4 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Issuer may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
specified Section (to the extent so specified in the case of Section 5.1(3)),
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or Article or by reason of any reference in any such Section or
Article to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

         SECTION 12.4   CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to the application of Section
12.2 or Section 12.3 to any Securities or any series of Securities, as the case
may be:

                  (1) The Issuer shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 6.9 and agrees to comply with the
provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefits of the Holders of such Securities, (A)
money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, money in an amount, or (C) such other obligations or arrangements as
may be specified as contemplated by Section 3.1 with respect to such


                                       42
<PAGE>

Securities, or (D) a combination thereof, in each case sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, the principal of and any premium and
interest on such Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and such Securities. As used herein, "U.S.
Government Obligation" means (x) any security which is (i) a direct obligation
of the United States of America for the payment of which the full faith and
credit of the United States of America is pledged or (ii) an obligation of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which, in
either case (i) or (ii), is not callable or redeemable at the option of the
Issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S.
Government Obligation which is specified in Clause (x) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any U.S. Government
Obligation which is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal or interest evidenced by such depositary receipt.

                  (2) In the event of an election to have Section 12.2 apply to
any Securities or any series of Securities, as the case may be, the Issuer shall
have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuer
has received from, or there has been published by, the Internal Revenue Service
a ruling or (B) since the date of this instrument, there has been a change in
the applicable Federal income tax law, in either case (A) or (B) to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.

                  (3) In the event of an election to have Section 12.3 apply to
any Securities or any series of Securities, as the case may be, the Issuer shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if
such deposit and Covenant Defeasance were not to occur.

                  (4) The Issuer shall have delivered to the Trustee an
Officers' Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange, will
be delisted as a result of such deposit.

                  (5) No event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of such
deposit or, with regard to any such event specified in Sections 5.1(4) and (5),
at any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such
90th day).

                  (6) Such Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such Act).


                                       43
<PAGE>

                  (7) Such Defeasance or Covenant Defeasance shall not result in
a breach or violation of, or constitute a default under, any other agreement or
instrument to which the Issuer is a party or by which it is bound.

                  (8) Such Defeasance or Covenant Defeasance shall not result in
the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act unless such trust shall be registered
under the Investment Company Act or exempt from registration thereunder.

                  (9) No event or condition shall exist that would prevent the
Issuer from making payments of the principal of (and any premium) or interest on
the Securities of such series on the date of such deposit or at any time on or
prior to the 90th day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until after such 90th day).

                  (10) The Issuer shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have
been complied with.

                  (11) The Issuer shall have delivered to the Trustee an Opinion
of Counsel substantially to the effect that (x) the trust funds deposited
pursuant to this Section will not be subject to any rights of any holders of
indebtedness or equity of the Issuer, and (y) after the 90th day following the
deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally, except that if a court were to rule under any such law in any
case or proceeding that the trust funds remained property of the Issuer, no
opinion is given as to the effect of such laws on the trust funds except the
following: (A) assuming such trust funds remained in the possession of the
trustee with whom such funds were deposited prior to such court ruling to the
extent not paid to Holders of such Securities, such trustee would hold, for the
benefit of such Holders, a valid and perfected security interest in such trust
funds that is not avoidable in bankruptcy or otherwise and (B) such Holders
would be entitled to receive adequate protection of their interests in such
trust funds if such trust funds were used.

         SECTION 12.5   DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; MISCELLANEOUS PROVISIONS.

         Subject to the provisions of the last paragraph of Section 10.3, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 12.6, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 12.4 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Issuer acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

         The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 12.4 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Issuer from time to time upon Issuer Request any
money or U.S. Government Obligations held by it as


                                       44
<PAGE>

provided in Section 12.4 with respect to any Securities which, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

         SECTION 12.6   REINSTATEMENT.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Issuer has been discharged or
released pursuant to Section 12.2 or 12.3 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 12.5 with respect to such Securities
in accordance with this Article; provided, however, that if the Issuer makes any
payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Issuer shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

                                  ARTICLE XIII

       PAYMENTS UPON LIQUIDATION, DISSOLUTION OR WINDING UP OF THE ISSUER

         SECTION 13.1   PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Issuer or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Issuer, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Issuer, then and in any
such event the holders of Securities shall be entitled to receive payment in
full of all amounts due or to become due on or in respect of all Securities
(including any interest accruing thereon after the commencement of any such case
or proceeding), or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of the
Securities, before the Holders of any other securities of the Issuer are
entitled to receive any payment on account of any principal (premium, if any),
interest, liquidation preference or dividends from such securities, and to that
end the holders of Securities shall be entitled to receive, for application to
the payment thereof, any payment or distribution of any kind or character,
whether in cash, property or securities, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of the Issuer being subordinated to the payment of the
Securities, which may be payable or deliverable in respect of the Securities in
any such case, proceeding, dissolution, liquidation or other winding up event.

         A consolidation, reorganization or merger of the Issuer with or into
any other company, or a sale, lease or exchange of all or substantially all of
the assets of the Issuer in consideration for the issuance of equity securities
of another company shall not be deemed to be a liquidation, dissolution or
winding up of the Issuer.


                                       45
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written. The Issuer's
Articles of Incorporation is on file with the Secretary of State of the State of
Maryland, and said officers of the Issuer have executed this Indenture as
officers and not individually, and the obligations and rights set forth in this
Indenture are not binding upon any such officers, or the Board of Directors or
shareholders of the Issuer, individually, but are binding only upon the assets
and property of the Issuer.

                                                TORTOISE ENERGY INFRASTRUCTURE
                                                CORPORATION


                                                By:_____________________________


                                                BNY MIDWEST TRUST COMPANY N.A.


                                                By:_____________________________



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>exd-3_061804.txt
<DESCRIPTION>EXHIBIT D-3
<TEXT>
                                                                     EXHIBIT D.3





                         SUPPLEMENTAL INDENTURE OF TRUST

                                 by and between

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION,
                                    as Issuer

                                       and

                         BNY MIDWEST TRUST COMPANY N.A.,
                                   as Trustee















                           Authorizing the Issuance of

                                $[______________]
                            Auction Rate Senior Notes
                                  Series [____]
                                  Series [____]

                          Dated as of June [___], 2004



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>     <C>

                                                                                                               PAGE

ARTICLE I         Definitions and Use of Phrases.................................................................1
         Section 1.01          Definitions.......................................................................1
         Section 1.02          Interpretation....................................................................7

ARTICLE II        Note Details, Form of Notes, Redemption of Notes and Use of Proceeds of Notes..................8
         Section 2.01          General Terms.....................................................................8
         Section 2.02          Interest..........................................................................9
         Section 2.03          Redemption.......................................................................11
         Section 2.04          Designation of Rate Period.......................................................14
         Section 2.05          Restrictions on Transfer.........................................................15
         Section 2.06          1940 Act Tortoise Notes Asset Coverage...........................................15
         Section 2.07          Tortoise Notes Basic Maintenance Amount..........................................15
         Section 2.08          Certain Other Restrictions.......................................................16
         Section 2.09          Compliance Procedures for Asset Maintenance Tests................................16
         Section 2.10          Delivery of Notes................................................................17
         Section 2.11          Trustee's Authentication Certificate.............................................17

ARTICLE III       General Provisions............................................................................17
         Section 3.01          Trustee as Auction Agent.........................................................17
         Section 3.02          Trustee as Paying Agent..........................................................18
         Section 3.03          Date of Execution................................................................18
         Section 3.04          Laws Governing...................................................................18
         Section 3.05          Severability.....................................................................18
         Section 3.06          Exhibits.........................................................................18

ARTICLE IV        Applicability of Indenture....................................................................18
</TABLE>

APPENDIX A        AUCTION PROCEDURES

APPENDIX B        FORM OF NOTES

APPENDIX C        FORM OF TRUSTEE AUTHENTICATION CERTIFICATE


<PAGE>


                         SUPPLEMENTAL INDENTURE OF TRUST

         THIS SUPPLEMENTAL INDENTURE OF TRUST (this "Supplemental Indenture")
dated as of June [__], 2004, is by and between TORTOISE ENERGY INFRASTRUCTURE
CORPORATION, a Maryland corporation (the "Issuer") and BNY MIDWEST TRUST COMPANY
N.A., a national banking association duly organized and operating under the laws
of the United States of America (together with its successors, the "Trustee"),
as successor trustee hereunder (all capitalized terms used in these preambles,
recitals and granting clauses shall have the same meanings assigned thereto in
Article I hereof);

                              W I T N E S S E T H:

         WHEREAS, the Issuer has previously entered into an Indenture dated as
of June [__], 2004 (the "Original Indenture," and together with this
Supplemental Indenture, the "Indenture"), between the Issuer and the Trustee;

         WHEREAS, the Issuer desires to enter into this Supplemental Indenture
in order to issue Tortoise Notes pursuant to the terms of the Original
Indenture, including Section 3.1 thereof;

         WHEREAS, the Issuer represents that it has been formed and is validly
existing as a Maryland corporation and that by proper action it has duly
authorized the issuance of $[_________] of its auction rate senior notes, Series
[_________] (the "Series [__] Tortoise Notes") and $[_________] of its auction
rate senior notes, Series [_____] (the "Series [______] Tortoise Notes" and,
together with the Series [__] Tortoise Notes, the "Tortoise Notes"), and it has
by proper action authorized the execution and delivery of this Supplemental
Indenture;

         WHEREAS, the Tortoise Notes constitute Securities as defined in the
Indenture; and

         WHEREAS, the Trustee has agreed to accept the trusts herein contained
upon the terms herein set forth;

         NOW, THEREFORE, it is mutually covenanted and agreed as follows:

                                   ARTICLE I

                         DEFINITIONS AND USE OF PHRASES

         SECTION 1.01  DEFINITIONS. All words and phrases defined in Article
I of the Indenture shall have the same meaning in this Supplemental Indenture,
except as otherwise appears in this Article. In addition, the following terms
have the following meanings in this Supplemental Indenture unless the context
clearly requires otherwise:

                  "'AA' COMPOSITE COMMERCIAL PAPER RATE" on any date means (i)
the interest equivalent of the 30-day rate, in the case of a Rate Period which
is a Standard Rate Period or shorter, or the 180-day rate, in the case of all
other Rate Periods on commercial paper on behalf of issuers whose corporate
bonds are rated "AA" by S&P, or the equivalent of such rating by another
nationally recognized rating agency, as announced by the Federal Reserve Bank of
New York for the close of business on the Business Day immediately preceding
such date; or (ii) if the Federal Reserve Bank of New York does not make
available such a rate, then the arithmetic average of the interest equivalent of
such rates on commercial paper placed on behalf of such issuers, as quoted on a
discount basis or otherwise by the Commercial Paper Dealers to the Auction Agent
for the close of business on the Business Day immediately preceding such date
(rounded to the next highest .001 of 1%). If any Commercial Paper


<PAGE>

Dealer does not quote a rate required to determine the "AA" Composite Commercial
Paper Rate, such rate shall be determined on the basis of the quotations (or
quotation) furnished by the remaining Commercial Paper Dealers (or Dealer), if
any, or, if there are no such Commercial Paper Dealers, by the Auction Agent.
For purposes of this definition, (A) "Commercial Paper Dealers" shall mean (1)
Citigroup Global Markets Inc., Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Goldman Sachs & Co.; (2) in lieu of any thereof,
its respective Affiliate or successor; and (3) in the event that any of the
foregoing shall cease to quote rates for commercial paper of issuers of the sort
described above, in substitution therefor, a nationally recognized dealer in
commercial paper of such issuers then making such quotations selected by the
Corporation, and (B) "interest equivalent" of a rate stated on a discount basis
for commercial paper of a given number of days' maturity shall mean a number
equal to the quotient (rounded upward to the next higher one-thousandth of 1%)
of (1) such rate expressed as a decimal, divided by (2) the difference between
(x) 1.00 and (y) a fraction, the numerator of which shall be the product of such
rate expressed as a decimal, multiplied by the number of days in which such
commercial paper shall mature and the denominator of which shall be 360.

                  "AFFILIATE" means any person controlled by, in control of or
under common control with the Issuer; provided that no Broker-Dealer controlled
by, in control of or under common control with the Issuer shall be deemed to be
an Affiliate nor shall any corporation or any person controlled by, in control
of or under common control with such corporation one of the directors or
executive officers of which is also a Director of the Issuer be deemed to be an
Affiliate solely because such director or executive officer is also a Director
of the Issuer.

                  "AGENT MEMBER" means a member of or participant in the
Securities Depository that will act on behalf of a Bidder.

                  "ALL HOLD RATE" means 80% of the "AA" Composite Commercial
Paper Rate.

                  "APPLICABLE RATE" means, with respect to each Series of
Tortoise Notes for each Rate Period (i) if Sufficient Clearing Orders exist for
the Auction in respect thereof, the Winning Bid Rate, (ii) if Sufficient
Clearing Orders do not exist for the Auction in respect thereof, the Maximum
Rate and (iii) in the case where all the Tortoise Notes of a series are the
subject of Hold Orders for the Auction in respect thereof, the All Hold Rate,
and (iv) if an Auction is not held for any reason (including the circumstance
where there is no Auction Agent or Broker-Dealer), the No Auction Rate.

                  "AUCTION" means each periodic operation of the procedures set
forth in Appendix A.

                  "AUCTION AGENT" means The Bank of New York unless and until
another commercial bank, trust company, or other financial institution appointed
by a resolution of the Board of Directors enters into an agreement with the
Issuer to follow the Auction Procedures for the purpose of determining the
Applicable Rate.

                  "AUCTION DATE" means the first Business Day next preceding the
first day of a Rate Period for each Series of Tortoise Notes.

                  "AUCTION PROCEDURES" means the procedures for conducting
Auctions set forth in Appendix A hereto.

                  "AUTHORIZED DENOMINATIONS" means $25,000 and any integral
multiple thereof.

                  "BENEFICIAL OWNER," with respect to each Series of Tortoise
Notes, means a customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer (or, if applicable, the Auction Agent) as a holder of such Series
of Tortoise Notes.

                                       2
<PAGE>

                  "BID" shall have the meaning specified in Appendix A hereto.

                  "BIDDER" shall have the meaning in Appendix A hereto;
provided, however, that neither the Issuer nor any affiliate thereof shall be
permitted to be a Bidder in an Auction, except that any Broker-Dealer that is an
affiliate of the Issuer may be a Bidder in an Auction, but only if the Orders
placed by such Broker-Dealer are not for its own account.

                  "BOARD OF DIRECTORS" or "BOARD" means the Board of Directors
of the Issuer or any duly authorized committee thereof as permitted by
applicable law.

                  "BROKER-DEALER" means any broker-dealer or broker-dealers, or
other entity permitted by law to perform the functions required of a
Broker-Dealer by the Auction Procedures, that has been selected by the Issuer
and has entered into a Broker-Dealer Agreement that remains effective.

                  "BROKER-DEALER AGREEMENT" means an agreement among the Auction
Agent and a Broker-Dealer, pursuant to which such Broker-Dealer agrees to follow
the Auction Procedures.

                  "BUSINESS DAY" means a day on which the New York Stock
Exchange is open for trading and which is not a Saturday, Sunday or other day on
which banks in the City of New York, New York are authorized or obligated by law
to close.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COMMERCIAL PAPER DEALERS" has the meaning set forth in the
definition of AA Composite Commercial Paper Rate.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "DEFAULT RATE" means the Reference Rate multiplied by three
(3).

                  "DEPOSIT SECURITIES" means cash and any obligations or
securities, including short term money market instruments that are Eligible
Assets, rated at least AAA, A-2 or SP-2 by Fitch, except that, such obligations
or securities shall be considered "Deposit Securities" only if they are also
rated at least P-2 by Moody's.

                  "DISCOUNT FACTOR" means the Moody's Discount Factor (if
Moody's is then rating the Tortoise Notes), Fitch Discount Factor (if Fitch is
then rating the Tortoise Notes) or an Other Rating Agency Discount Factor,
whichever is applicable.

                  "DISCOUNTED VALUE" means the quotient of the Market Value of
an Eligible Asset divided by the applicable Discount Factor, provided that with
respect to an Eligible Asset that is currently callable, Discounted Value will
be equal to the quotient as calculated above or the call price, whichever is
lower, and that with respect to an Eligible Asset that is prepayable, Discounted
Value will be equal to the quotient as calculated above or the par value,
whichever is lower.

                  "ELIGIBLE ASSETS" means Moody's Eligible Assets or Fitch's
Eligible Assets (if Moody's or Fitch are then rating the Tortoise Notes) and/or
Other Rating Agency Eligible Assets, whichever is applicable.

                  "EXISTING HOLDER," with respect to Tortoise Notes of a series,
shall mean a Broker-Dealer (or any such other Person as may be permitted by the
Issuer) that is listed on the records of the Auction Agent as a holder of
Tortoise Notes of such series.

                                       3
<PAGE>

                  "FITCH" means Fitch Ratings and its successors at law.

                  "FITCH DISCOUNT FACTOR" means the discount factors set forth
in the Fitch Guidelines for use in calculating the Discounted Value of the
Issuer's assets in connection with Fitch's ratings of Tortoise Notes.

                  "FITCH ELIGIBLE ASSET" means assets of the Issuer set forth in
the Fitch Guidelines as eligible for inclusion in calculating the Discounted
Value of the Issuer's assets in connection with Fitch's ratings of Tortoise
Notes.

                  "FITCH GUIDELINES" mean the guidelines provided by Fitch, as
may be amended from time to time, in connection with Fitch's ratings of Tortoise
Notes.

                  "HOLD ORDER" shall have the meaning specified in Appendix A
hereto.

                  "HOLDER" means, with respect to Tortoise Notes, the registered
holder of notes of each series of Tortoise Notes as the same appears on the
books or records of the Issuer.

                  "MARKET VALUE" means the market value of an asset of the
Issuer determined as follows: For equity securities, the value obtained from
readily available market quotations. If an equity security is not traded on an
exchange or not available from a Board-approved pricing service, the value
obtained from written broker-dealer quotations. For fixed-income securities, the
value obtained from readily available market quotations based on the last
updated sale price or the value obtained from a pricing service or the value
obtained from a written broker-dealer quotation from a dealer who has made a
market in the security. "Market Value" for other securities will mean the value
obtained pursuant to the Issuer's valuation procedures. If the market value of a
security cannot be obtained, or the Issuer's investment adviser determines that
the value of a security as so obtained does not represent the fair value of a
security, fair value for that security shall be determined pursuant to the
methodologies established by the Board of Directors.

                  "MAXIMUM RATE" means, on any date on which the Applicable Rate
is determined, the rate equal to the applicable percentage of the Reference
Rate, subject to upward but not downward adjustment in the discretion of the
Board of Directors after consultation with the Broker-Dealers, provided that
immediately following any such increase the Issuer would be in compliance with
the Tortoise Notes Basic Maintenance Amount.

                  "MINIMUM RATE" means, on any Auction Date with respect to a
Rate Period of 28 days or fewer, 70% of the AA Composite Commercial Paper Rate
at the close of business on the Business Day next preceding such Auction Date.
There shall be no Minimum Rate on any Auction Date with respect to a Rate Period
of more than the Standard Rate Period.

                  "MOODY'S" means Moody's Investors Service, Inc., a Delaware
corporation, and its successors at law.

                  "MOODY'S DISCOUNT FACTOR" means the discount factors set forth
in the Moody's Guidelines for use in calculating the Discounted Value of the
Issuer's assets in connection with Moody's ratings of Tortoise Notes.

                  "MOODY'S ELIGIBLE ASSETS" means assets of the Issuer set forth
in the Moody's Guidelines as eligible for inclusion in calculating the
Discounted Value of the Issuer's assets in connection with Moody's ratings of
Tortoise Notes.

                                       4
<PAGE>

                  "MOODY'S GUIDELINES" mean the guidelines provided by Moody's,
as may be amended from time to time, in connection with Moody's ratings of
Tortoise Notes.

                   "1940 ACT TORTOISE NOTES ASSET COVERAGE" means asset
coverage, as determined in accordance with Section 18(h) of the 1940 Act, of at
least 300% with respect to all outstanding senior securities representing
indebtedness of the Issuer, including all Outstanding Tortoise Notes (or such
other asset coverage as may in the future be specified in or under the 1940 Act
as the minimum asset coverage for senior securities representing indebtedness of
a closed-end investment company as a condition of declaring dividends on its
common shares), determined on the basis of values calculated as of a time within
48 hours next preceding the time of such determination.

                  "NOTES" means Securities of the Issuer ranking on a parity
with the Tortoise Notes that may be issued from time to time pursuant to the
Indenture.

                  "ORDER" shall have the meaning specified in Appendix A hereto.

                  "ORIGINAL ISSUE DATE" means, with respect to Series __ and
Series __ Tortoise Notes, ______, 2004.

                  "OTHER RATING AGENCY" means each rating agency, if any, other
than Moody's or Fitch then providing a rating for the Tortoise Notes pursuant to
the request of the Issuer.

                  "OTHER RATING AGENCY DISCOUNT FACTOR" means the discount
factors set forth in the Other Rating Agency Guidelines of each Other Rating
Agency for use in calculating the Discounted Value of the Issuer's assets in
connection with the Other Rating Agency's rating of Tortoise Notes.

                  "OTHER RATING AGENCY ELIGIBLE ASSETS" means assets of the
Issuer set forth in the Other Rating Agency Guidelines of each Other Rating
Agency as eligible for inclusion in calculating the Discounted Value of the
Issuer's assets in connection with the Other Rating Agency's rating of Tortoise
Notes.

                  "OTHER RATING AGENCY GUIDELINES" mean the guidelines provided
by each Other Rating Agency, as may be amended from time to time, in connection
with the Other Rating Agency's rating of Tortoise Notes.

                  "OUTSTANDING" or "OUTSTANDING" means, as of any date, Tortoise
Notes theretofore issued by the Issuer except, without duplication, (i) any
Tortoise Notes theretofore canceled, redeemed or repurchased by the Issuer, or
delivered to the Trustee for cancellation or with respect to which the Issuer
has given notice of redemption and irrevocably deposited with the Paying Agent
sufficient funds to redeem such Tortoise Notes and (ii) any Tortoise Notes
represented by any certificate in lieu of which a new certificate has been
executed and delivered by the Issuer. Notwithstanding the foregoing, (A) in
connection with any Auction, any Series of Tortoise Notes as to which the Issuer
or any person known to the Auction Agent to be an Affiliate of the Issuer shall
be the Existing Holder thereof shall be disregarded and deemed not to be
Outstanding; and (B) for purposes of determining the Tortoise Notes Basic
Maintenance Amount, Tortoise Notes held by the Issuer shall be disregarded and
not deemed Outstanding but Tortoise Notes held by any Affiliate of the Issuer
shall be deemed Outstanding.

                  "PAYING AGENT" means __________________ unless and until
another entity appointed by a resolution of the Board of Directors enters into
an agreement with the Issuer to serve as paying agent, transfer agent,
registrar, and redemption agent with respect to the Tortoise Notes, which Paying
Agent may be the same as the Trustee or the Auction Agent.

                                       5
<PAGE>

                  "PERSON" or "PERSON" means and includes an individual, a
partnership, a trust, a company, an unincorporated association, a joint venture
or other entity or a government or any agency or political subdivision thereof.

                  "POTENTIAL BENEFICIAL OWNER," with respect to a series of
Tortoise Notes, shall mean a customer of a Broker-Dealer that is not a
Beneficial Owner of Tortoise Notes of such series but that wishes to purchase
Tortoise Notes of such series, or that is a Beneficial Owner of Tortoise Notes
of such series that wishes to purchase additional Tortoise Notes of such series.

                  "POTENTIAL HOLDER," with respect to Tortoise Notes of such
series, shall mean a Broker-Dealer (or any such other person as may be permitted
by the Company) that is not an Existing Holder of Tortoise Notes of such series
or that is an Existing Holder of Tortoise Notes of such series that wishes to
become the Existing Holder of additional Tortoise Notes of such series.

                  "RATE PERIOD" means, with respect to a Series of Tortoise
Notes, the period commencing on the Original Issue Date thereof and ending on
the date specified for such series on the Original Issue Date thereof and
thereafter, as to such series, the period commencing on the day following each
Rate Period for such series and ending on the day established for such series by
the Issuer.

                  "RATING AGENCY" means each of Fitch (if Fitch is then rating
Tortoise Notes), Moody's (if Moody's is then rating Tortoise Notes) and any
Other Rating Agency.

                  "RATING AGENCY GUIDELINES" mean Fitch Guidelines (if Fitch is
then rating Tortoise Notes), Moody's Guidelines (if Moody's is then rating
Tortoise Notes) and any Other Rating Agency Guidelines.

                   "REFERENCE RATE" means, with respect to the determination of
the Maximum Rate and Default Rate, the greater of (i) the applicable AA
Composite Commercial Paper Rate (for a Rate Period of fewer than 184 days) or
the applicable Treasury Index Rate (for a Rate Period of 184 days or more), or
(ii) the applicable LIBOR rate.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time.

                  "SECURITIES DEPOSITORY" means The Depository Trust Company and
its successors and assigns or any successor securities depository selected by
the Issuer that agrees to follow the procedures required to be followed by such
securities depository in connection with the Tortoise Notes Series __ and Series
__.

                  "SELL ORDER" shall have the meaning specified in Appendix A
hereto.

                  "SPECIAL RATE PERIOD" means a Rate Period that is not a
Standard Rate Period.

                  "SPECIFIC REDEMPTION PROVISIONS" means, with respect to any
Special Rate Period of more than one year, either, or any combination of a
period (a "Non-Call Period") determined by the Board of Directors after
consultation with the Broker-Dealers, during which the Tortoise Notes subject to
such Special Rate Period are not subject to redemption at the option of the
Issuer consisting of a number of whole years as determined by the Board of
Directors after consultation with the Broker-Dealers, during each year of which
the Tortoise Notes subject to such Special Rate Period shall be redeemable at
the Issuer's option and/or in connection with any mandatory redemption at a
price equal to the principal amount plus accumulated but unpaid interest plus a
premium expressed as a percentage or percentages of $25,000 or expressed as a
formula using specified variables as determined by the Board of Directors after
consultation with the Broker-Dealers.

                                       6
<PAGE>

                  "STANDARD RATE PERIOD" means a Rate Period of 28 days.

                  "STATED MATURITY" with respect to Tortoise Notes Series __ and
Series ___, shall mean ___________, 2044 and __________, 2044, respectively.

                  "SUBMISSION DEADLINE" means 1:00 p.m., Eastern Standard time,
on any Auction Date or such other time on any Auction Date by which
Broker-Dealers are required to submit Orders to the Auction Agent as specified
by the Auction Agent from time to time.

                  "SUBMITTED BID" shall have the meaning specified in Appendix A
hereto.

                  "SUBMITTED HOLD ORDER" shall have the meaning specified in
Appendix A hereto.

                  "SUBMITTED ORDER" shall have the meaning specified in Appendix
A hereto.

                  "SUBMITTED SELL ORDER" shall have the meaning specified in
Appendix A hereto.

                  "SUFFICIENT CLEARING BIDS" shall have the meaning specified in
Appendix A hereto.

                  "TORTOISE NOTES BASIC MAINTENANCE AMOUNT" as of any Valuation
Date has the meaning set forth in the Rating Agency Guidelines.

                  "TORTOISE NOTES SERIES __ AND SERIES __" means the Series __
and Series __of the Tortoise Notes or any other Notes hereinafter designated as
Series __ and Series __ of the Tortoise Notes.

                  "TREASURY INDEX RATE" means the average yield to maturity for
actively traded marketable U.S. Treasury fixed interest rate securities having
the same number of 30-day periods to maturity as the length of the applicable
Rate Period, determined, to the extent necessary, by linear interpolation based
upon the yield for such securities having the next shorter and next longer
number of 30-day periods to maturity treating all Rate Periods with a length
greater than the longest maturity for such securities as having a length equal
to such longest maturity, in all cases based upon data set forth in the most
recent weekly statistical release published by the Board of Governors of the
Federal Reserve System (currently in H.15(519)); provided, however, if the most
recent such statistical release shall not have been published during the 15 days
preceding the date of computation, the foregoing computations shall be based
upon the average of comparable data as quoted to the Issuer by at least three
recognized dealers in U.S. Government securities selected by the Issuer.

                  "TRUSTEE" means BNY Midwest Trust Company N.A. or such other
person who is named as a trustee pursuant to the terms of the Indenture.

                  "VALUATION DATE" means every Friday, or, if such day is not a
Business Day, the next preceding Business Day; provided, however, that the first
Valuation Date may occur on any other date established by the Company; provided,
further, however, that such first Valuation Date shall be not more than one week
from the date on which Tortoise Notes Series __ and Series __ initially are
issued.

         SECTION 1.02 INTERPRETATION. References to sections, subsections,
clauses, sub-clauses, paragraphs and subparagraphs are to such sections,
subsections, clauses, sub-clauses, paragraphs and subparagraphs contained in
this supplemental indenture, as the case may be, unless specifically identified
otherwise.

         Words importing the masculine gender include the feminine gender. Words
importing persons include firms, associations and corporations. Words importing
the singular number include the plural

                                       7
<PAGE>

number and vice versa. Additional terms are defined in the body of this
Supplemental Indenture and the Appendices hereto.

         In the event that any term or provision contained herein with respect
to the Tortoise Notes shall conflict with or be inconsistent with any term or
provision contained in the Indenture, the terms and provisions of this
Supplemental Indenture shall govern.

                                   ARTICLE II

              NOTE DETAILS, FORM OF NOTES, REDEMPTION OF NOTES AND
                            USE OF PROCEEDS OF NOTES

        SECTION 2.01  GENERAL TERMS.

                  (a) Designation:

                           (i) Series __: A series of Notes having an aggregate
                  principal amount of $__________ , is designated "Series __
                  Tortoise Notes" ("Tortoise Notes Series __"). The principal
                  amount of the Tortoise Notes Series __ shall be due and
                  payable at the Stated Maturity. The initial Rate Period for
                  Tortoise Notes Series __ shall be the period from and
                  including the Original Issue Date thereof to but excluding
                  ___________, 2004. The Tortoise Notes Series __ shall have an
                  Applicable Rate for the initial Rate Period equal to __% per
                  annum and an initial Interest Payment Date of _________, 200_
                  . Thereafter, the Applicable Rate shall be determined in
                  accordance with the Auction Procedures set forth in Appendix A
                  hereto, until the Stated Maturity. The Tortoise Notes Series
                  __ shall have such other terms and conditions as are set forth
                  herein. The Tortoise Notes Series __ shall constitute a
                  separate series of Notes of the Issuer.

                           (ii) Series __: A series of Notes having an aggregate
                  principal amount of $__________ , is designated "Series __
                  Tortoise Notes" ("Tortoise Notes Series __"). The principal
                  amount of the Tortoise Notes Series __ shall be due and
                  payable at the Stated Maturity. The initial Rate Period for
                  Tortoise Notes Series __ shall be the period from and
                  including the Original Issue Date thereof to but excluding
                  ___________, 2004. The Tortoise Notes Series __ shall have an
                  Applicable Rate for the initial Rate Period equal to __% per
                  annum and an initial Interest Payment Date of _________, 200_
                  . Thereafter, the Applicable Rate shall be determined in
                  accordance with the Auction Procedures set forth in Appendix A
                  hereto, until the Stated Maturity. The Tortoise Notes Series
                  __ shall have such other terms and conditions as are set forth
                  herein. The Tortoise Notes Series __ shall constitute a
                  separate series of Notes of the Issuer.

                  (b) Subject to Section 2.03(i) hereof, the Board of Directors
         of the Issuer may, in the future, without further consent of the
         holders of the Tortoise Notes or the holders of shares of beneficial
         interest of the Issuer, authorize an increase in the aggregate
         principal amount of an Outstanding series of Tortoise Notes or the
         issuance of additional series of Tortoise Notes, with the same terms
         and conditions of the respective series herein described, except that
         the Applicable Rate for its initial Rate Period, its initial Interest
         Payment Date and any other changes in the terms herein set forth shall
         be as set forth in a supplemental indenture.

                  (c) The global securities representing Tortoise Notes, as
         described in paragraph (d) below, shall be in substantially the form
         set forth in Appendix B hereto, with such appropriate insertions,
         notations, legends and other variations as are required or permitted by
         the Indenture or any supplemental indenture. The Tortoise Notes and the
         rights and duties of the Issuer, the Trustee, any Paying Agent, the
         Holders thereof (and of the Securities of any other series), shall be
         subject to and governed by the Indenture (including as it has been
         amended and supplemented by this Supplemental Indenture and as it


                                       8
<PAGE>

         may be hereafter amended or supplemented by any supplemental indenture
         thereto pursuant to the applicable provisions thereof) insofar as the
         Indenture shall be applicable.

                  (d) Except as otherwise provided in this Section, the Tortoise
         Notes in the form of one global note for each series shall be
         registered in the name of the Securities Depository or its nominee and
         ownership thereof shall be maintained in book-entry form by the
         Securities Depository for the account of the Agent Members. Initially,
         each global note shall be registered in the name of Cede & Co., as the
         nominee of The Depository Trust Company. The global notes may be
         transferred, in whole but not in part, only to the Securities
         Depository or a nominee of the Securities Depository or to a successor
         Securities Depository selected or approved by the Issuer or to a
         nominee of such successor Securities Depository. Each global note shall
         bear a legend substantially to the following effect: "Except as
         otherwise provided in the Indenture, this global note may be
         transferred, in whole but not in part, only to another nominee of the
         Securities Depository (as defined in the Indenture) or to a successor
         Securities Depository or to a nominee of a successor Securities
         Depository."

        SECTION 2.02  INTEREST.

                  (a) The Holders of any Series of Tortoise Notes will bear
         interest on their Tortoise Notes at the Applicable Rate, determined as
         set forth in paragraph (c) of this Section 2.02, and no more, payable
         on the respective dates determined as set forth in paragraph (b) of
         this Section 2.02. Interest on the Outstanding Tortoise Notes of any
         series issued on the Original Issue Date shall accrue from the Original
         Issue Date.

                  (b) (i) Interest shall be payable, subject to subparagraph
         (b)(ii) of this Section 2.02, on each Series of Tortoise Notes, with
         respect to any Rate Period on the first Business Day following the last
         day of such Rate Period; provided, however, if the Rate Period is
         greater than 30 days then on a monthly basis on the first Business Day
         of each month within such Rate Period and on the Business Day following
         the last day of such Rate Period.

                           (ii) If a day for payment of interest resulting from
                  the application of subparagraph (b)(i) above is not a Business
                  Day, then (A) the Interest Payment Date shall be the first
                  Business Day following such day for payment of interest in the
                  case of a Series of Tortoise Notes designated as "Series
                  [___]" or "Series [___]" or (B) the Interest Payment Date
                  shall be the first Business Day that falls prior to such day
                  for payment of interest in the case of a Series of Tortoise
                  Notes designated as "Series [___]" or "Series [___]."

                           (iii) The Issuer shall pay to the Paying Agent not
                  later than 3:00 p.m., New York City time, on the Business Day
                  next preceding each Interest Payment Date for each Series of
                  Tortoise Notes, an aggregate amount of funds available on the
                  next Business Day in the City of New York, New York, equal to
                  the interest to be paid to all Holders of such Tortoise Notes
                  on such Interest Payment Date. The Issuer shall not be
                  required to establish any reserves for the payment of
                  interest.

                           (iv) All moneys paid to the Paying Agent for the
                  payment of interest shall be held in trust for the payment of
                  such interest by the Paying Agent for the benefit of the
                  Holders specified in subparagraph (b)(v) of this Section 2.02.
                  Any moneys paid to the Paying Agent in accordance with the
                  foregoing but not applied by the Paying Agent to the payment
                  of interest, including interest earned on such moneys, will,
                  to the extent permitted by law, be repaid to the Issuer at the
                  end of 90 days from the date on which such moneys were to have
                  been so applied.

                           (v) Each interest payment on a Series of Tortoise
                  Notes shall be paid on the Interest Payment Date therefor to
                  the Holders of that series as their names appear on the
                  security

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<PAGE>

                  ledger or security records of the Issuer on the Business Day
                  next preceding such Interest Payment Date. Interest in arrears
                  for any past Rate Period may be paid at any time, without
                  reference to any regular Interest Payment Date, to the Holders
                  as their names appear on the books or records of the Issuer on
                  such date, not exceeding 15 days preceding the payment date
                  thereof, as may be fixed by the Board of Directors. No
                  interest will be payable in respect of any Interest Payment or
                  payments which may be in arrears.

                  (c) (i) The interest rate on Outstanding Tortoise Notes of
         each Series during the period from and after the Original Issue Date to
         and including the last day of the initial Rate Period therefor shall be
         equal to the rate per annum set forth under Section 2.01(a) above. For
         each subsequent Rate Period with respect to the Tortoise Notes
         Outstanding thereafter, the interest rate shall be equal to the rate
         per annum that results from an Auction; provided, however, that if an
         Auction for any subsequent Rate Period of a Series of Tortoise Notes is
         not held for any reason or if Sufficient Clearing Bids have not been
         made in an Auction (other than as a result of all Series of Tortoise
         Notes being the subject of Submitted Hold Orders), then the interest
         rate on a Series of Tortoise Notes for any such Rate Period shall be
         the Maximum Rate (except (i) during a Default Period when the interest
         rate shall be the Default Rate, as set forth in Section 2.02(c)(ii)
         below) or (ii) after a Default Period and prior to the beginning of the
         next Rate Period when the interest rate shall be the No Auction Rate at
         the close of business on the last day of such Default Period). The All
         Hold Rate will apply automatically following an Auction in which all of
         the Outstanding Series of Tortoise Notes are subject (or are deemed to
         be subject) to Hold Orders. The rate per annum at which interest is
         payable on a Series of Tortoise Notes as determined pursuant to this
         Section 2(c)(i) shall be the "Applicable Rate."

                           (ii) Subject to the cure provisions below, a "Default
                  Period" with respect to a particular Series will commence on
                  any date the Issuer fails to deposit irrevocably in trust in
                  same-day funds, with the Paying Agent by 12:00 noon, New York
                  City time, (A) the full amount of any redemption price (the
                  "Redemption Price") payable on the date fixed for redemption
                  (the "Redemption Date") (a "Redemption Default," which shall
                  constitute an Event of Default pursuant to Section 5.1(7) of
                  the Original Indenture) or (B) the full amount of any accrued
                  interest on that Series payable on the Interest Payment Date
                  (an "Interest Default" and together with an Redemption
                  Default, hereinafter referred to as "Default"). Subject to the
                  cure provisions of Section 2(c)(iii) below, a Default Period
                  with respect to an Interest Default or a Redemption Default
                  shall end on the Business Day on which, by 12:00 noon, New
                  York City time, all unpaid interest and any unpaid Redemption
                  Price shall have been deposited irrevocably in trust in
                  same-day funds with the Paying Agent. In the case of an
                  Interest Default, the Applicable Rate for each Rate Period
                  commencing during a Default Period will be equal to the
                  Default Rate, and each subsequent Rate Period commencing after
                  the beginning of a Default Period shall be a Standard Rate
                  Period; provided, however, that the commencement of a Default
                  Period will not by itself cause the commencement of a new Rate
                  Period. No Auction shall be held during a Default Period with
                  respect to an Interest Default applicable to that Series of
                  Tortoise Notes.

                           (iii) No Default Period with respect to an Interest
                  Default or Redemption Default shall be deemed to commence if
                  the amount of any interest or any Redemption Price due (if
                  such default is not solely due to the willful failure of the
                  Issuer) is deposited irrevocably in trust, in same-day funds
                  with the Paying Agent by 12:00 noon, New York City time within
                  three Business Days after the applicable Interest Payment Date
                  or Redemption Date, together with an amount equal to the
                  Default Rate applied to the amount of such non-payment based
                  on the actual number of days comprising such period divided by
                  360 for each Series. The Default Rate shall be equal to the
                  Reference Rate multiplied by three (3).

                                       10
<PAGE>

                           (iv) The amount of interest per Tortoise Note payable
                  on each Interest Payment Date of each Rate Period of less than
                  one (1) year (or in respect of interest on another date in
                  connection with a redemption during such Rate Period) shall be
                  computed by multiplying the Applicable Rate (or the Default
                  Rate) for such Rate Period (or a portion thereof) by a
                  fraction, the numerator of which will be the number of days in
                  such Rate Period (or portion thereof) that such Tortoise Notes
                  were outstanding and for which the Applicable Rate or the
                  Default Rate was applicable and the denominator of which will
                  be 360, multiplying the amount so obtained by $25,000, and
                  rounding the amount so obtained to the nearest cent. During
                  any Rate Period of one (1) year or more, the amount of
                  interest per Tortoise Note payable on any Interest Payment
                  Date (or in respect of interest on another date in connection
                  with a redemption during such Rate Period) shall be computed
                  as described in the preceding sentence.

                  (d) Any Interest Payment made on any Series of Tortoise Notes
         shall first be credited against the earliest accrued but unpaid
         interest due with respect to such Series.

        SECTION 2.03  REDEMPTION.

                  (a) (i) After the initial Rate Period, subject to the
         provisions of this Section 2.03 and to the extent permitted under the
         1940 Act, the Issuer may, at its option, redeem in whole or in part out
         of funds legally available therefor a series of Tortoise Notes herein
         designated as (A) having a Rate Period of one year or less, on the
         Business Day after the last day of such Rate Period by delivering a
         notice of redemption not less than 15 days and not more than 40 days
         prior to the date fixed for such redemption, at a redemption price
         equal to the aggregate principal amount, plus an amount equal to
         accrued but unpaid interest thereon (whether or not earned) to the date
         fixed for redemption ("Redemption Price"), or (B) having a Rate Period
         of more than one year, on any Business Day prior to the end of the
         relevant Rate Period by delivering a notice of redemption not less than
         15 days and not more than 40 days prior to the date fixed for such
         redemption, at the Redemption Price, plus a redemption premium, if any,
         determined by the Board of Directors after consultation with the
         Broker-Dealers and set forth in any applicable Specific Redemption
         Provisions at the time of the designation of such Rate Period as set
         forth in Section 2.04 hereof; provided, however, that during a Rate
         Period of more than one year no series of Tortoise Notes will be
         subject to optional redemption except in accordance with any Specific
         Redemption Provisions approved by the Board of Directors after
         consultation with the Broker-Dealers at the time of the designation of
         such Rate Period. Notwithstanding the foregoing, the Issuer shall not
         give a notice of or effect any redemption pursuant to this Section
         2.03(a)(i) unless, on the date on which the Issuer intends to give such
         notice and on the date of redemption (a) the Issuer has available
         certain Deposit Securities with maturity or tender dates not later than
         the day preceding the applicable redemption date and having a value not
         less than the amount (including any applicable premium) due to Holders
         of a series of Tortoise Notes by reason of the redemption of such
         Tortoise Notes on such date fixed for the redemption and (b) the Issuer
         would have Eligible Assets with an aggregate Discounted Value at least
         equal the Tortoise Notes Basic Maintenance Amount immediately
         subsequent to such redemption, if such redemption were to occur on such
         date, it being understood that the provisions of paragraph (d) of this
         Section 2.03 shall be applicable in such circumstances in the event the
         Issuer makes the deposit and takes the other action required thereby.

                           (ii) If the Issuer fails to maintain, as of any
                  Valuation Date, Eligible Assets with an aggregate Discounted
                  Value at least equal to the Tortoise Notes Basic Maintenance
                  Amount or, as of the last Business Day of any month, the 1940
                  Act Tortoise Notes Asset Coverage, and such failure is not
                  cured within ten Business Days following such Valuation Date
                  in the case of a failure to maintain the Tortoise Notes Basic
                  Maintenance Amount or on the last Business Day of the
                  following month in the case of a failure to maintain the 1940
                  Act Tortoise Notes Asset Coverage as of such last Business Day
                  (each an "Asset Coverage Cure Date"), the

                                       11
<PAGE>

                  Tortoise Notes will be subject to mandatory redemption out of
                  funds legally available therefor. The aggregate principal
                  amount of Tortoise Notes to be redeemed in such circumstances
                  will be equal to the lesser of (A) the minimum principal
                  amount of Tortoise Notes the redemption of which, if deemed to
                  have occurred immediately prior to the opening of business on
                  the relevant Asset Coverage Cure Date, would result in the
                  Issuer having Eligible Assets with an aggregate Discounted
                  Value at least equal to the Tortoise Notes Basic Maintenance
                  Amount, or sufficient to satisfy 1940 Act Tortoise Notes Asset
                  Coverage, as the case may be, in either case as of the
                  relevant Asset Coverage Cure Date (provided that, if there is
                  no such minimum principal amount of Tortoise Notes the
                  redemption of which would have such result, all Tortoise Notes
                  then Outstanding will be redeemed), and (B) the maximum
                  principal amount of Tortoise Notes that can be redeemed out of
                  funds expected to be available therefor on the Mandatory
                  Redemption Date at the Mandatory Redemption Price set forth in
                  subparagraph (a)(iii) of this Section 2.03.

                           (iii) In determining the Tortoise Notes required to
                  be redeemed in accordance with the foregoing Section
                  2.03(a)(ii), the Issuer shall allocate the aggregate principal
                  amount of Tortoise Notes required to be redeemed to satisfy
                  the Tortoise Notes Basic Maintenance Amount or the 1940 Act
                  Tortoise Notes Asset Coverage, as the case may be, pro rata
                  among the Holders of Tortoise Notes in proportion to the
                  aggregate principal amount of Tortoise Notes they hold, by lot
                  or by such other method as the Issuer shall deem equitable,
                  subject to the further provisions of this subparagraph (iii).
                  The Issuer shall effect any required mandatory redemption
                  pursuant to subparagraph (a)(ii) of this Section 2.03 no later
                  than 40 days after the Asset Coverage Cure Date (the
                  "Mandatory Redemption Date"), except that if the Issuer does
                  not have funds legally available for the redemption of, or is
                  not otherwise legally permitted to redeem, the aggregate
                  principal amount of Tortoise Notes which would be required to
                  be redeemed by the Issuer under clause (A) of subparagraph
                  (a)(ii) of this Section 2.03 if sufficient funds were
                  available, or the Issuer otherwise is unable to effect such
                  redemption on or prior to such Mandatory Redemption Date, the
                  Issuer shall redeem those Tortoise Notes, and other Notes, on
                  the earliest practicable date on which the Issuer will have
                  such funds available, upon notice pursuant to Section 2.03(b)
                  to record owners of the Tortoise Notes to be redeemed and the
                  Paying Agent. The Issuer will deposit with the Paying Agent
                  funds sufficient to redeem the specified aggregate principal
                  amount of Tortoise Notes with respect to a redemption required
                  under subparagraph (a)(ii) of this Section 2.03, by 1:00 p.m.,
                  New York City time, of the Business Day immediately preceding
                  the Mandatory Redemption Date. If fewer than all of the
                  Outstanding Tortoise Notes are to be redeemed pursuant to this
                  Section 2.03(a)(iii), the aggregate principal amount of
                  Tortoise Notes to be redeemed shall be redeemed pro rata from
                  the Holders of such Tortoise Notes in proportion to the
                  aggregate principal amount of such Tortoise Note held by such
                  Holders, by lot or by such other method as the Issuer shall
                  deem fair and equitable, subject, however, to the terms of any
                  applicable Specific Redemption Provisions. "Mandatory
                  Redemption Price" means the Redemption Price plus (in the case
                  of a Rate Period of one year or more only) a redemption
                  premium, if any, determined by the Board of Directors after
                  consultation with the Broker-Dealers and set forth in any
                  applicable Specific Redemption Provisions.

                  (b) In the event of a redemption pursuant to Section 2.03(a),
         the Issuer will file a notice of its intention to redeem with the
         Commission so as to provide at least the minimum notice required under
         Rule 23c-2 under the 1940 Act or any successor provision. In addition,
         the Issuer shall deliver a notice of redemption to the Auction Agent
         and the Trustee (the "Notice of Redemption") containing the information
         set forth below (i) in the case of an optional redemption pursuant to
         subparagraph (a)(i) above, one Business Day prior to the giving of
         notice to the Holders and (ii) in the case of a mandatory redemption
         pursuant to subparagraph (a)(ii) above, on or prior to the 30th day
         preceding the Mandatory Redemption Date. The Trustee will use its
         reasonable efforts to provide notice to each Holder of Tortoise Notes
         called for redemption by electronic or other reasonable means not later

                                       12
<PAGE>

         than the close of business on the Business Day immediately following
         the day on which the Trustee determines the Tortoise Notes to be
         redeemed (or, during a Default Period with respect to such Tortoise
         Notes, not later than the close of business on the Business Day
         immediately following the day on which the Trustee receives Notice of
         Redemption from the Issuer) The Trustee shall confirm such notice in
         writing not later than the close of business on the third Business Day
         preceding the date fixed for redemption by providing the Notice of
         Redemption to each Holder of Tortoise Notes called for redemption, the
         Paying Agent (if different from the Trustee) and the Securities
         Depository. Notice of Redemption will be addressed to the registered
         owners of each Series of Tortoise Notes at their addresses appearing on
         the books or records of the Issuer. Such Notice of Redemption will set
         forth (i) the date fixed for redemption, (ii) the principal amount and
         identity of Tortoise Notes to be redeemed, (iii) the redemption price
         (specifying the amount of accrued interest to be included therein),
         (iv) that interest on the Tortoise Notes to be redeemed will cease to
         accrue on such date fixed for redemption, and (v) the provision under
         which redemption shall be made. No defect in the Notice of Redemption
         or in the transmittal or mailing thereof will affect the validity of
         the redemption proceedings, except as required by applicable law. If
         fewer than all Tortoise Notes held by any Holder are to be redeemed,
         the Notice of Redemption mailed to such Holder shall also specify the
         principal amount of Tortoise Notes to be redeemed from such Holder.

                  (c) Notwithstanding the provisions of paragraph (a) of this
         Section 2.03, no Tortoise Notes may be redeemed unless all interest on
         the Outstanding Tortoise Notes and all Notes of the Issuer ranking on a
         parity with the Tortoise Notes, have been or are being
         contemporaneously paid or set aside for payment; provided, however,
         that the foregoing shall not prevent the purchase or acquisition of all
         Outstanding Tortoise Notes pursuant to the successful completion of an
         otherwise lawful purchase or exchange offer made on the same terms to,
         and accepted by, Holders of all Outstanding Tortoise Notes.

                  (d) Upon the deposit of funds sufficient to redeem any
         Tortoise Notes with the Paying Agent and the giving of the Notice of
         Redemption to the Trustee under paragraph (b) of this Section 2.03,
         interest on such Tortoise Notes shall cease to accrue and such Tortoise
         Notes shall no longer be deemed to be Outstanding for any purpose
         (including, without limitation, for purposes of calculating whether the
         Issuer has maintained the requisite Tortoise Notes Basic Maintenance
         Amount or the 1940 Act Tortoise Notes Asset Coverage), and all rights
         of the holder of the Tortoise Notes so called for redemption shall
         cease and terminate, except the right of such holder to receive the
         redemption price specified herein, but without any interest or other
         additional amount. Such redemption price shall be paid by the Paying
         Agent to the nominee of the Securities Depository. The Issuer shall be
         entitled to receive from the Paying Agent, promptly after the date
         fixed for redemption, any cash deposited with the Paying Agent in
         excess of (i) the aggregate redemption price of the Tortoise Notes
         called for redemption on such date and (ii) such other amounts, if any,
         to which Holders of the Tortoise Notes called for redemption may be
         entitled. Any funds so deposited that are unclaimed at the end of two
         years from such redemption date shall, to the extent permitted by law,
         be paid to the Issuer, after which time the Holders of Tortoise Notes
         so called for redemption may look only to the Issuer for payment of the
         redemption price and all other amounts, if any, to which they may be
         entitled. The Issuer shall be entitled to receive, from time to time
         after the date fixed for redemption, any interest earned on the funds
         so deposited.

                  (e) To the extent that any redemption for which Notice of
         Redemption has been given is not made by reason of the absence of
         legally available funds therefor, or is otherwise prohibited, such
         redemption shall be made as soon as practicable to the extent such
         funds become legally available or such redemption is no longer
         otherwise prohibited. Failure to redeem any Series of Tortoise Notes
         shall be deemed to exist at any time after the date specified for
         redemption in a Notice of Redemption when the Issuer shall have failed,
         for any reason whatsoever, to deposit in trust with the Paying Agent
         the redemption price with respect to any Tortoise Notes for which such
         Notice of Redemption has been given. Notwithstanding the fact that the
         Issuer may not have redeemed any Tortoise Notes for which a

                                       13
<PAGE>

         Notice of Redemption has been given, interest may be paid on a Series
         of Tortoise Notes and shall include those Tortoise Notes for which
         Notice of Redemption has been given but for which deposit of funds has
         not been made.

                  (f) All moneys paid to the Paying Agent for payment of the
         redemption price of any Tortoise Notes called for redemption shall be
         held in trust by the Paying Agent for the benefit of holders of
         Tortoise Notes to be redeemed.

                  (g) So long as any Tortoise Notes are held of record by the
         nominee of the Securities Depository, the redemption price for such
         Tortoise Notes will be paid on the date fixed for redemption to the
         nominee of the Securities Depository for distribution to Agent Members
         for distribution to the persons for whom they are acting as agent.

                  (h) Except for the provisions described above, nothing
         contained herein limits any right of the Issuer to purchase or
         otherwise acquire any Tortoise Notes outside of an Auction at any
         price, whether higher or lower than the price that would be paid in
         connection with an optional or mandatory redemption, so long as, at the
         time of any such purchase, there is no arrearage in the payment of
         interest on, or the mandatory or optional redemption price with respect
         to, any series of Tortoise Notes for which Notice of Redemption has
         been given and the Issuer is in compliance with the 1940 Act Tortoise
         Notes Asset Coverage and has Eligible Assets with an aggregate
         Discounted Value at least equal to the Tortoise Notes Basic Maintenance
         Amount after giving effect to such purchase or acquisition on the date
         thereof. If fewer than all the Outstanding Tortoise Notes of any series
         are redeemed or otherwise acquired by the Issuer, the Issuer shall give
         notice of such transaction to the Trustee, in accordance with the
         procedures agreed upon by the Board of Directors.

                  (i) The Board of Directors may, without further consent of the
         holders of the Tortoise Notes or the holders of shares of capital stock
         of the Issuer, authorize, create or issue any class or series of Notes,
         including other series of Tortoise Notes, ranking prior to or on a
         parity with the Tortoise Notes to the extent permitted by the 1940 Act,
         if, upon issuance, either (A) the net proceeds from the sale of such
         Notes (or such portion thereof needed to redeem or repurchase the
         Outstanding Tortoise Notes) are deposited with the Trustee in
         accordance with Section 2.03(d), Notice of Redemption as contemplated
         by Section 2.03(b) has been delivered prior thereto or is sent promptly
         thereafter, and such proceeds are used to redeem all Outstanding
         Tortoise Notes or (B) the Issuer would meet the 1940 Act Tortoise Notes
         Asset Coverage, the Tortoise Notes Basic Maintenance Amount and the
         requirements of Section 2.08 hereof.

        SECTION 2.04  DESIGNATION OF RATE PERIOD.

                  (a) The initial Rate Period for each series of Tortoise Notes
         is as set forth under "Designation" above. The Issuer will designate
         the duration of subsequent Rate Periods of each series of Tortoise
         Notes; provided, however, that no such designation is necessary for a
         Standard Rate Period and, provided further, that any designation of a
         Special Rate Period shall be effective only if (i) notice thereof shall
         have been given as provided herein, (ii) any failure to pay in a timely
         manner to the Trustee the full amount of any interest on, or the
         redemption price of, Tortoise Notes shall have been cured as provided
         above, (iii) Sufficient Clearing Bids shall have existed in an Auction
         held on the Auction Date immediately preceding the first day of such
         proposed Special Rate Period, (iv) if the Issuer shall have mailed a
         Notice of Redemption with respect to any Tortoise Notes, the redemption
         price with respect to such Tortoise Notes shall have been deposited
         with the Paying Agent, and (v) in the case of the designation of a
         Special Rate Period, the Issuer has confirmed that as of the Auction
         Date next preceding the first day of such Special Rate Period, it has
         Eligible Assets with an aggregate Discounted Value at least equal to
         the Tortoise Notes Basic Maintenance Amount, and the Issuer has
         consulted with the

                                       14
<PAGE>

         Broker-Dealers and has provided notice of such designation and
         otherwise complied with the Rating Agency Guidelines.

                  (b) If the Issuer proposes to designate any Special Rate
         Period, not fewer than 7 (or two Business Days in the event the
         duration of the Rate Period prior to such Special Rate Period is fewer
         than 8 days) nor more than 30 Business Days prior to the first day of
         such Special Rate Period, notice shall be (i) made by press release and
         (ii) communicated by the Issuer by telephonic or other means to the
         Trustee and confirmed in writing promptly thereafter. Each such notice
         shall state (A) that the Issuer proposes to exercise its option to
         designate a succeeding Special Rate Period, specifying the first and
         last days thereof and (B) that the Issuer will by 3:00 p.m., New York
         City time, on the second Business Day next preceding the first day of
         such Special Rate Period, notify the Auction Agent and the Trustee, who
         will promptly notify the Broker-Dealers, of either (x) its
         determination, subject to certain conditions, to proceed with such
         Special Rate Period, subject to the terms of any Specific Redemption
         Provisions, or (y) its determination not to proceed with such Special
         Rate Period, in which latter event the succeeding Rate Period shall be
         a Standard Rate Period.

         No later than 3:00 p.m., New York City time, on the second Business Day
next preceding the first day of any proposed Special Rate Period, the Issuer
shall deliver to the Auction Agent and Trustee, who will promptly deliver to the
Broker-Dealers and Existing Holders, either:

                           (i) a notice stating (A) that the Issuer has
                  determined to designate the next succeeding Rate Period as a
                  Special Rate Period, specifying the first and last days
                  thereof and (B) the terms of any Specific Redemption
                  Provisions; or

                           (ii) a notice stating that the Issuer has determined
                  not to exercise its option to designate a Special Rate Period.

If the Issuer fails to deliver either such notice with respect to any
designation of any proposed Special Rate Period to the Auction Agent or is
unable to make the confirmation provided in clause (v) of Paragraph (a) of this
Section 2.04 by 3:00 p.m., New York City time, on the second Business Day next
preceding the first day of such proposed Special Rate Period, the Issuer shall
be deemed to have delivered a notice to the Auction Agent with respect to such
Rate Period to the effect set forth in clause (ii) above, thereby resulting in a
Standard Rate Period.

         SECTION 2.05 RESTRICTIONS ON TRANSFER. Tortoise Notes may be
transferred only (a) pursuant to an order placed in an Auction, (b) to or
through a Broker-Dealer or (c) to the Issuer or any Affiliate. Notwithstanding
the foregoing, a transfer other than pursuant to an Auction will not be
effective unless the selling Existing Holder or the Agent Member of such
Existing Holder, in the case of an Existing Holder whose Tortoise Notes are
listed in its own name on the books of the Auction Agent, or the Broker-Dealer
or Agent Member of such Broker-Dealer, in the case of a transfer between persons
holding Tortoise Notes through different Broker-Dealers, advises the Auction
Agent of such transfer. The certificates representing the Tortoise Notes issued
to the Securities Depository will bear legends with respect to the restrictions
described above and stop-transfer instructions will be issued to the Transfer
Agent and/or Registrar.

         SECTION 2.06 1940 ACT TORTOISE NOTES ASSET COVERAGE. The Issuer shall
maintain, as of the last Business Day of each month in which any Tortoise Notes
are Outstanding, asset coverage with respect to the Tortoise Notes which is
equal to or greater than the 1940 Act Tortoise Notes Asset Coverage; provided,
however, that Section 2.03(a)(ii) shall be the sole remedy in the event the
Issuer fails to do so.

                                       15
<PAGE>

         SECTION 2.07 TORTOISE NOTES BASIC MAINTENANCE AMOUNT. So long as the
Tortoise Notes are Outstanding and any Rating Agency is then rating the Tortoise
Notes, the Issuer shall maintain, as of each Valuation Date, Eligible Assets
having an aggregate Discounted Value equal to or greater than the Tortoise Notes
Basic Maintenance Amount; provided, however, that Section 2.03(a)(ii) shall be
the sole remedy in the event the Issuer fails to do so.

         SECTION 2.08 CERTAIN OTHER RESTRICTIONS.

                  (a) For so long as any Tortoise Notes are Outstanding and any
         Rating Agency is then rating the Tortoise Notes, the Issuer will not
         engage in certain proscribed transactions set forth in the Rating
         Agency Guidelines, unless it has received written confirmation from
         each such Rating Agency that proscribes the applicable transaction in
         its Rating Agency Guidelines that any such action would not impair the
         rating then assigned by such Rating Agency to a Series of Tortoise
         Notes.

                  (b) For so long as any Tortoise Notes are Outstanding, the
         Issuer will not declare, pay or set apart for payment any dividend or
         other distribution (other than a dividend or distribution paid in
         shares of, or options, warrants or rights to subscribe for or purchase,
         common shares or other shares of capital stock of the Issuer) upon any
         class of shares of capital stock of the Issuer, unless, in every such
         case, immediately after such transaction, the 1940 Act Tortoise Notes
         Asset Coverage would be achieved after deducting the amount of such
         dividend, distribution, or purchase price, as the case may be;
         provided, however, that dividends may be declared upon any preferred
         shares of capital stock of the Issuer if the Tortoise Notes and any
         other senior securities representing indebtedness of the Issuer have an
         asset coverage of at least 200% at the time of declaration thereof,
         after deducting the amount of such dividend.

                  (c) A declaration of a dividend or other distribution on or
         purchase or redemption of any common or preferred shares of capital
         stock of the Issuer is prohibited (i) at any time that an Event of
         Default under the Indenture has occurred and is continuing, (ii) if
         after giving effect to such declaration, the Issuer would not have
         Eligible Assets with an aggregate Discounted Value at least equal to
         the Tortoise Notes Basic Maintenance Amount or the 1940 Act Tortoise
         Notes Asset Coverage, or (iii) the Issuer has not redeemed the full
         amount of Tortoise Notes required to be redeemed by any provisions for
         mandatory redemption contained herein.

         SECTION 2.09 COMPLIANCE PROCEDURES FOR ASSET MAINTENANCE TESTS. For so
long as any Tortoise Notes are Outstanding and any Rating Agency is then rating
such Tortoise Notes:

                  (a) As of each Valuation Date, the Issuer shall determine in
         accordance with the procedures specified herein (i) the Market Value of
         each Eligible Asset owned by the Issuer on that date, (ii) the
         Discounted Value of each such Eligible Asset using the Discount
         Factors, (iii) whether the Tortoise Notes Basic Maintenance Amount is
         met as of that date, (iv) the value of the total assets of the Issuer,
         less all liabilities, and (v) whether the 1940 Act Tortoise Notes Asset
         Coverage is met as of that date.

                  (b) Upon any failure to maintain the required Tortoise Notes
         Basic Maintenance Amount or 1940 Act Tortoise Notes Asset Coverage on
         any Valuation Date, the Issuer may use reasonable commercial efforts
         (including, without limitation, altering the composition of its
         portfolio, purchasing Tortoise Notes outside of an Auction or in the
         event of a failure to file a Rating Agency Certificate (as defined
         below) on a timely basis, submitting the requisite Rating Agency
         Certificate) to re-attain (or certify in the case of a failure to file
         on a timely basis, as the case may be) the required Tortoise Notes
         Basic Maintenance Amount or 1940 Act Tortoise Notes Asset Coverage on
         or prior to the Asset Coverage Cure Date.

                                       16
<PAGE>

                  (c) Compliance with the Tortoise Notes Basic Maintenance
         Amount and 1940 Act Tortoise Notes Asset Coverage tests shall be
         determined with reference to those Tortoise Notes which are deemed to
         be Outstanding hereunder.

                  (d) The Issuer shall deliver to each Rating Agency which is
         then rating Tortoise Notes and any other party specified in the Rating
         Agency Guidelines all certificates that are set forth in the respective
         Rating Agency Guidelines regarding 1940 Act Tortoise Notes Asset
         Coverage, Tortoise Notes Basic Maintenance Amount and/or related
         calculations at such times and containing such information as set forth
         in the respective Rating Agency Guidelines (each, a "Rating Agency
         Certificate").

                  (e) In the event that any Rating Agency Certificate is not
         delivered within the time periods set forth in the Rating Agency
         Guidelines, the Issuer shall be deemed to have failed to maintain the
         Tortoise Notes Basic Maintenance Amount or the 1940 Act Tortoise Notes
         Asset Coverage, as the case may be, on such Valuation Date for purposes
         of Section 2.09(b). In the event that any Rating Agency Certificate
         with respect to an applicable Asset Coverage Cure Date is not delivered
         within the time periods set forth in the Rating Agency Guidelines, the
         Issuer shall be deemed to have failed to have Eligible Assets with an
         aggregate Discounted Value at least equal to the Tortoise Notes Basic
         Maintenance Amount or to meet the 1940 Tortoise Notes Asset Coverage,
         as the case may be, as of the related Valuation Date, and such failure
         shall be deemed not to have been cured as of such Asset Coverage Cure
         Date for purposes of the mandatory redemption provisions.

         SECTION 2.10 DELIVERY OF NOTES. Upon the execution and delivery of this
Supplemental Indenture, the Issuer shall execute and deliver to the Trustee and
the Trustee shall authenticate the Tortoise Notes and deliver them to The
Depository Trust Company and as hereinafter in this Section provided.

         Prior to the delivery by the Trustee of any of the Tortoise Notes,
there shall have been filed with or delivered to the Trustee the following:

                  (a) A resolution duly adopted by the Issuer, certified by the
         Secretary or other Authorized Officer thereof, authorizing the
         execution and delivery of this Supplemental Indenture and the issuance
         of the Tortoise Notes.

                  (b) Duly executed copies of this Supplemental Indenture and a
         copy of the Indenture.

                  (c) Rating letters from each Rating Agency rating the Tortoise
         Notes.

                  (d) An opinion of Counsel pursuant to Sections 303 and 903 of
         the Original Indenture.

         SECTION 2.11 TRUSTEE'S AUTHENTICATION CERTIFICATE. The Trustee's
authentication certificate upon the Tortoise Notes shall be substantially in the
forms provided in Appendix C hereto. No Tortoise Note shall be secured hereby or
entitled to the benefit hereof, or shall be valid or obligatory for any purpose,
unless a certificate of authentication, substantially in such form, has been
duly executed by the Trustee; and such certificate of the Trustee upon any
Tortoise Note shall be conclusive evidence and the only competent evidence that
such Bond has been authenticated and delivered hereunder. The Trustee's
certificate of authentication shall be deemed to have been duly executed by it
if manually signed by an authorized officer of the Trustee, but it shall not be
necessary that the same person sign the certificate of authentication on all of
the Tortoise Notes issued hereunder.

                                       17
<PAGE>

                                  ARTICLE III

                               GENERAL PROVISIONS

         SECTION 3.01 TRUSTEE AS AUCTION AGENT. The Trustee shall serve as
Auction Agent unless and until another commercial bank, trust company or other
financial institution appointed by a resolution of the Board of Directors enters
into an agreement with the Issuer to serve as Auction Agent.

         SECTION 3.02 TRUSTEE AS PAYING AGENT. The Trustee shall serve as Paying
Agent unless and until another entity appointed by a resolution of the Board of
Directors enters into an agreement with the Issuer to serve as Paying Agent.

         SECTION 3.03 DATE OF EXECUTION. This Supplemental Indenture for
convenience and for the purpose of reference is dated as of June [__], 2004.

         SECTION 3.04 LAWS GOVERNING. It is the intent of the parties hereto
that this Supplemental Indenture shall in all respects be governed by the laws
of the State of New York. The parties agree that all actions and proceedings
arising out of this Indenture or any of the transactions contemplated hereby
shall be brought in the County of New York and, in connection with any such
action or proceeding, submit to the jurisdiction of, and venue in, such County.
Each of the parties hereto also irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim arising out of this Indenture or the
transactions contemplated hereby.

         SECTION 3.05 SEVERABILITY. Of any covenant, agreement, waiver, or part
thereof in this Supplemental Indenture contained be forbidden by any pertinent
law or under any pertinent law be effective to render this Supplemental
Indenture invalid or unenforceable or to impair the lien hereof, then each such
covenant, agreement, waiver, or part thereof shall itself be and is hereby
declared to be wholly ineffective, and this Supplemental Indenture shall be
construed as if the same were not included herein.

         SECTION 3.06 EXHIBITS. The terms of the Exhibits attached to this
Supplemental Indenture are incorporated herein in all particulars.

                                   ARTICLE IV

                           APPLICABILITY OF INDENTURE

         The provisions of the Indenture are hereby ratified, approved and
confirmed, except as otherwise expressly modified by this Supplemental
Indenture. The representations, warranties and covenants contained in the
Indenture (except as expressly modified herein) are hereby reaffirmed with the
same force and effect as if fully set forth herein and made again as of the date
hereof.

                                       18
<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this Supplemental Indenture
to be executed in its corporate name and behalf by the Secretary, and the
Trustee, to evidence its acceptance of the trusts hereby created, has caused
this Supplemental Indenture to be executed in its corporate name and behalf, all
in multiple counterparts, each of which shall be deemed an original, and the
Issuer and the Trustee have caused this Supplemental Indenture to be dated as of
the date herein above first shown, although actually executed on the dates shown
in the acknowledgments hereafter appearing. The Issuer's Articles of
Incorporation is on file with the Secretary of State of the State of Maryland,
and said officers of the Issuer have executed this Supplemental Indenture as
officers and not individually, and the obligations and rights set forth in this
Supplemental Indenture are not binding upon any such officers, or the Board of
Directors or shareholders of the Fund, individually, but are binding only upon
the assets and property of the Issuer.

                                           TORTOISE ENERGY INFRASTRUCTURE
                                           CORPORATION

                                           By:_________________________________
                                             [_____________]
                                              _________________________________


                                           BNY MIDWEST TRUST COMPANY N.A.,
                                           AS TRUSTEE


                                           By:_________________________________
                                              [_____________]
                                              _________________________________


                                       19

<PAGE>

                                   APPENDIX A

                               AUCTION PROCEDURES

         1. Orders.

         (a) Prior to the Submission Deadline on each Auction Date for a series
of Tortoise Notes:

                  (i) each Beneficial Owner of Tortoise Notes of such series may
         submit to its Broker-Dealer information as to:

                           (A) the principal amount of Outstanding Tortoise
                  Notes, if any, of such series held by such Beneficial Owner
                  which such Beneficial Owner desires to continue to hold
                  without regard to the Applicable Rate for Tortoise Notes of
                  such series for the next succeeding Rate Period of such
                  series;

                           (B) the principal amount of Outstanding Tortoise
                  Notes, if any, of such series held by such Beneficial Owner
                  which such Beneficial Owner offers to sell if the Applicable
                  Rate for Tortoise Notes of such series for the next succeeding
                  Rate Period of Tortoise Notes of such series shall be less
                  than the rate per annum specified by such Beneficial Owner;
                  and/or

                           (C) the principal amount of Outstanding Tortoise
                  Notes, if any, of such series held by such Beneficial Owner
                  which such Beneficial Owner offers to sell without regard to
                  the Applicable Rate for Tortoise Notes of such series for the
                  next succeeding Rate Period of Tortoise Notes of such series;

                  and

                  (ii) one or more Broker-Dealers, using lists of Potential
         Beneficial Owners, shall in good faith for the purpose of conducting a
         competitive Auction in a commercially reasonable manner, contact
         Potential Beneficial Owners (by telephone or otherwise), including
         Persons that are not Beneficial Owners, on such lists to determine the
         principal amount of Tortoise Notes, if any, of such series which each
         such Potential Beneficial Owner offers to purchase if the Applicable
         Rate for Tortoise Notes of such series for the next succeeding Rate
         Period of Tortoise Notes of such series shall not be less than the rate
         per annum specified by such Potential Beneficial Owner.

         For the purposes hereof, the communication by a Beneficial Owner or
Potential Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to the
Auction Agent, of information referred to in clause (i) (A), (i) (B), (i) (C) or
(ii) of this paragraph (a) is hereinafter referred to as an "Order" and
collectively as "Orders" and each Beneficial Owner and each Potential Beneficial
Owner placing an Order with a Broker-Dealer, and such Broker-Dealer placing an
Order with the Auction Agent, is hereinafter referred to as a "Bidder" and
collectively as "Bidders"; an Order containing the information referred to in
clause (i)(A) of this paragraph (a) is hereinafter referred to as a "Hold Order"
and collectively as "Hold Orders"; an Order containing the information referred
to in clause (i)(B) or (ii) of this paragraph (a) is hereinafter referred to as
a "Bid" and collectively as "Bids"; and an Order containing the information
referred to in clause (i)(C) of this paragraph (a) is hereinafter referred to as
a "Sell Order" and collectively as "Sell Orders."

         (b) (i) A Bid by a Beneficial Owner or an Existing Holder of Tortoise
Notes of a series subject to an Auction on any Auction Date shall constitute an
irrevocable offer to sell:

                                      A-1
<PAGE>

                           (A) the principal amount of Outstanding Tortoise
                  Notes of such series specified in such Bid if the Applicable
                  Rate for Tortoise Notes of such series determined on such
                  Auction Date shall be less than the rate specified therein;

                           (B) such principal amount or a lesser principal
                  amount of Outstanding Tortoise Notes of such series to be
                  determined as set forth in clause (iv) of paragraph (a) of
                  Section 4 of this Appendix A if the Applicable Rate for
                  Tortoise Notes of such series determined on such Auction Date
                  shall be equal to the rate specified therein; or

                           (C) the principal amount of Outstanding Tortoise
                  Notes of such series specified in such Bid if the rate
                  specified therein shall be higher than the Maximum Rate for
                  Tortoise Notes of such series, or such principal amount or a
                  lesser principal amount of Outstanding Tortoise Notes of such
                  series to be determined as set forth in clause (iii) of
                  paragraph (b) of Section 4 of this Appendix A if the rate
                  specified therein shall be higher than the Maximum Rate for
                  Tortoise Notes of such series and Sufficient Clearing Bids for
                  Tortoise Notes of such series do not exist.

                  (ii) A Sell Order by a Beneficial Owner or an Existing Holder
         of Tortoise Notes of a series of Tortoise Notes subject to an Auction
         on any Auction Date shall constitute an irrevocable offer to sell:

                           (A) the principal amount of Outstanding Tortoise
                  Notes of such series specified in such Sell Order; or

                           (B) such principal amount or a lesser principal
                  amount of Outstanding Tortoise Notes of such series as set
                  forth in clause (iii) of paragraph (b) of Section 4 of this
                  Appendix A if Sufficient Clearing Bids for Tortoise Notes of
                  such series do not exist;

PROVIDED, HOWEVER, that a Broker-Dealer that is an Existing Holder with respect
to a series of Tortoise Notes shall not be liable to any Person for failing to
sell such Tortoise Notes pursuant to a Sell Order described in the proviso to
paragraph (c) of Section 2 of this Appendix A if (1) such Tortoise Notes were
transferred by the Beneficial Owner thereof without compliance by such
Beneficial Owner or its transferee Broker-Dealer (or other transferee person, if
permitted by the Issuer) with the provisions of the Indenture or (2) such
Broker-Dealer has informed the Auction Agent pursuant to the terms of its
Broker-Dealer Agreement that, according to such Broker-Dealer's records, such
Broker-Dealer believes it is not the Existing Holder of such Tortoise Notes.

                  (iii) A Bid by a Potential Beneficial Owner or a Potential
         Beneficial Owner of Tortoise Notes of a series subject to an Auction on
         any Auction Date shall constitute an irrevocable offer to purchase:

                           (A) the principal amount of Outstanding Tortoise
                  Notes of such series specified in such Bid if the Applicable
                  Rate for Tortoise Notes of such series determined on such
                  Auction Date shall be higher than the rate specified therein;
                  or

                           (B) such principal amount or a lesser principal
                  amount of Outstanding Tortoise Notes of such series as set
                  forth in clause (v) of paragraph (a) of Section 4 of this
                  Appendix A if the Applicable Rate for Tortoise Notes of such
                  series determined on such Auction Date shall be equal to the
                  rate specified therein.

                                      A-2
<PAGE>


         2. Submission of Orders by Broker-Dealers to Auction Agent.

         (a) Each Broker-Dealer shall submit in writing to the Auction Agent
prior to the Submission Deadline on each Auction Date all Orders for Tortoise
Notes of a series subject to an Auction on such Auction Date obtained by such
Broker-Dealer, designating itself (unless otherwise permitted by the Issuer) as
an Existing Holder in respect of Tortoise Notes subject to Orders submitted or
deemed submitted to it by Beneficial Owners and as a Potential Holder in respect
of Tortoise Notes subject to Orders submitted to it by Potential Beneficial
Owners, and shall specify with respect to each such Order:

                  (i) the name of the Bidder placing such Order (which shall be
         the Broker-Dealer unless otherwise permitted by the Issuer);

                  (ii) the aggregate principal amount of Tortoise Notes of such
         series that are the subject of such Order;

                  (iii) to the extent that such Bidder is an Existing Holder of
         Tortoise Notes of such series:

                           (A) the principal amount of Tortoise Notes, if any,
                  of such series subject to any Hold Order of such Existing
                  Holder;

                           (B) the principal amount of Tortoise Notes, if any,
                  of such series subject to any Bid of such Existing Holder and
                  the rate specified in such Bid; and

                           (C) the principal amount of Tortoise Notes, if any,
                  of such series subject to any Sell Order of such Existing
                  Holder; and

                  (iv) to the extent such Bidder is a Potential Holder of
         Tortoise Notes of such series, the rate and principal amount of
         Tortoise Notes of such series specified in such Potential Holder's Bid.

         (b) If any rate specified in any Bid contains more than three figures
to the right of the decimal point, the Auction Agent shall round such rate up to
the next highest one thousandth (.001) of 1%.

         (c) If an Order or Orders covering all of the Outstanding Tortoise
Notes of a series held by any Existing Holder is not submitted to the Auction
Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold
Order to have been submitted by or on behalf of such Existing Holder covering
the principal amount of Outstanding Tortoise Notes of such series held by such
Existing Holder and not subject to Orders submitted to the Auction Agent;
provided, however, that if an Order or Orders covering all of the Outstanding
Tortoise Notes of such series held by any Existing Holder is not submitted to
the Auction Agent prior to the Submission Deadline for an Auction relating to a
Special Rate Period consisting of more than 28 Rate Period Days, the Auction
Agent shall deem a Sell Order to have been submitted by or on behalf of such
Existing Holder covering the principal amount of outstanding Tortoise Notes of
such series held by such Existing Holder and not subject to Orders submitted to
the Auction Agent.

         (d) If one or more Orders of an Existing Holder is submitted to the
Auction Agent covering in the aggregate more than the principal amount of
Outstanding Tortoise Notes of a series subject to an Auction held by such
Existing Holder, such Orders shall be considered valid in the following order of
priority:

                                      A-3
<PAGE>


                  (i) all Hold Orders for Tortoise Notes of such series shall be
         considered valid, but only up to and including in the aggregate
         principal amount of Outstanding Tortoise Notes of such series held by
         such Existing Holder, and if the aggregate principal amount of Tortoise
         Notes of such series subject to such Hold Orders exceeds the aggregate
         principal amount of Outstanding Tortoise Notes of such series held by
         such Existing Holder, the principal amount of Tortoise Notes subject to
         each such Hold Order shall be reduced pro rata to cover the principal
         amount of Outstanding Tortoise Notes of such series held by such
         Existing Holder;

                  (ii) (A) any Bid for Tortoise Notes of such series shall be
         considered valid up to and including the excess of the principal amount
         of Outstanding Tortoise Notes of such series subject to any Hold Orders
         referred to in clause (i) above;

                           (B) subject to subclause (A), if more than one Bid of
                  an Existing Holder for Tortoise Notes of such series is
                  submitted to the Auction Agent with the same rate and the
                  aggregate principal amount of Outstanding Tortoise Notes of
                  such series subject to such Bids is greater than such excess,
                  such Bids shall be considered valid up to and including the
                  amount of such excess, and the principal amount of Tortoise
                  Notes of such series subject to each Bid with the same rate
                  shall be reduced pro rata to cover the principal amount of
                  Tortoise Notes of such series equal to such excess;

                           (C) subject to subclauses (A) and (B), if more than
                  one Bid of an Existing Holder for Tortoise Notes of such
                  series is submitted to the Auction Agent with different rates,
                  such Bids shall be considered valid in the ascending order of
                  their respective rates up to and including the amount of such
                  excess; and

                           (D) in any such event, the principal amount, if any,
                  of such Outstanding Tortoise Notes of such series subject to
                  any portion of Bids considered not valid in whole or in part
                  under this clause (ii) shall be treated as the subject of a
                  Bid for Tortoise Notes of such series by or on behalf of a
                  Potential Holder at the rate therein specified; and

                  (iii) all Sell Orders for Tortoise Notes of such series shall
         be considered valid up to and including the excess of the principal
         amount of Outstanding Tortoise Notes of such series held by such
         Existing Holder over the aggregate principal amount of Tortoise Notes
         of such series subject to valid Hold Orders referred to in clause (i)
         above and valid Bids referred to in clause (ii) above.

         (e) If more than one Bid for one or more Tortoise Note of a series is
submitted to the Auction Agent by or on behalf of any Potential Holder, each
such Bid submitted shall be a separate Bid with the rate and principal amount
therein specified.

         (f) Any Order submitted by a Beneficial Owner or a Potential Beneficial
Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to
the Submission Deadline on any Auction Date, shall be irrevocable.

         3. Determination of Sufficient Clearing Bids, Winning Bid Rate and
Applicable Rate.

         (a) Not earlier than the Submission Deadline on each Auction Date for a
series of Tortoise Notes, the Auction Agent shall assemble all valid Orders
submitted or deemed submitted to it by the Broker-Dealers in respect of Tortoise
Notes of such series (each such Order as submitted or deemed submitted by a
Broker-Dealer being hereinafter referred to individually as a "Submitted Hold
Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as
a "Submitted Order" and collectively as "Submitted Hold Orders," "Submitted
Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders")
and shall determine for such series:

                                      A-4
<PAGE>


                  (i) the excess of the aggregate principal amount of
         Outstanding Tortoise Notes of such series over the principal amount of
         Outstanding Tortoise Notes of such series subject to Submitted Hold
         Orders (such excess being hereinafter referred to as the "Available
         Tortoise Notes" of such series);

                  (ii) from the Submitted Orders for Tortoise Notes of such
         series whether:

                           (A) the aggregate principal amount of Outstanding
                  Tortoise Notes of such series subject to Submitted Bids of
                  Potential Holders specifying one or more rates between the
                  Minimum Rate (for Standard Rate Periods or less, only) and the
                  Maximum Rate (for all Rate Periods) for Tortoise Notes of such
                  series;

                  exceeds or is equal to the sum of:

                           (B) the aggregate principal amount of Outstanding
                  Tortoise Notes of such series subject to Submitted Bids of
                  Existing Holders specifying one or more rates between the
                  Minimum Rate (for Standard Rate Periods or less, only) and the
                  Maximum Rate (for all Rate Periods) for Tortoise Notes of such
                  series; and

                           (C) the aggregate principal amount of Outstanding
                  Tortoise Notes of such series subject to Submitted Sell Orders

         (in the event such excess or such equality exists (other than because
         all of the Outstanding Tortoise Notes of such series are subject to
         Submitted Hold Orders), such Submitted Bids in subclause (A) above
         being hereinafter referred to collectively as "Sufficient Clearing
         Bids" for Tortoise Notes of such series); and

                  (iii) if Sufficient Clearing Bids for Tortoise Notes of such
         series exist, the lowest rate specified in such Submitted Bids (the
         "Winning Bid Rate" for Tortoise Notes of such series) which if:

                           (A) (I) each such Submitted Bid of Existing Holders
                  specifying such lowest rate and (II) all other such Submitted
                  Bids of Existing Holders specifying lower rates were rejected,
                  thus entitling such Existing Holders to continue to hold the
                  Tortoise Notes of such series that are subject to such
                  Submitted Bids; and

                           (B) (I) each such Submitted Bid of Potential Holders
                  specifying such lowest rate and (II) all other such Submitted
                  Bids of Potential Holders specifying lower rates were
                  accepted;

         would result in such Existing Holders described in subclause (A) above
         continuing to hold an aggregate principal amount of Outstanding
         Tortoise Notes of such series which, when added to the aggregate
         principal amount of Outstanding Tortoise Notes of such series to be
         purchased by such Potential Holders described in subclause (B) above,
         would equal not less than the Available Tortoise Notes of such series.

         (b) Promptly after the Auction Agent has made the determinations
pursuant to paragraph (a) of this Section 3, the Auction Agent shall advise the
Issuer of the Minimum Rate and Maximum Rate for the series of Tortoise Notes for
which an Auction is being held on the Auction Date and, based on such
determination, the Applicable Rate for Tortoise Notes of such series for the
next succeeding Rate Period thereof as follows:

                  (i) if Sufficient Clearing Bids for Tortoise Notes of such
         series exist, that the Applicable Rate for all Tortoise Notes of such
         series for the next succeeding Rate Period thereof shall be equal to
         the Winning Bid Rate for Tortoise Notes of such series so determined;

                                      A-5
<PAGE>


                  (ii) if Sufficient Clearing Bids for Tortoise Notes of such
         series do not exist (other than because all of the Outstanding Tortoise
         Notes of such series are subject to Submitted Hold Orders), that the
         Applicable Rate for all Tortoise Notes of such series for the next
         succeeding Rate Period thereof shall be equal to the Maximum Rate for
         Tortoise Notes of such series; or

                  (iii) if all of the Outstanding Tortoise Notes of such series
         are subject to Submitted Hold Orders, that the Applicable Rate for all
         Tortoise Notes of such series for the next succeeding Rate Period
         thereof shall be All Hold Rate.

         4. Acceptance and Rejection of Submitted Bids and Submitted Sell Orders
and Allocation of Tortoise Notes. Existing Holders shall continue to hold the
Tortoise Notes that are subject to Submitted Hold Orders, and, based on the
determinations made pursuant to paragraph (a) of Section 3 of this Appendix A,
the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by
the Auction Agent and the Auction Agent shall take such other action as set
forth below:

         (a) If Sufficient Clearing Bids for a series of Tortoise Notes have
been made, all Submitted Sell Orders with respect to Tortoise Notes of such
series shall be accepted and, subject to the provisions of paragraphs (d) and
(e) of this Section 4, Submitted Bids with respect to Tortoise Notes of such
series shall be accepted or rejected as follows in the following order of
priority and all other Submitted Bids with respect to Tortoise Notes of such
series shall be rejected:

                  (i) Existing Holders' Submitted Bids for Tortoise Notes of
         such series specifying any rate that is higher than the Winning Bid
         Rate for Tortoise Notes of such series shall be accepted, thus
         requiring each such Existing Holder to sell the Tortoise Notes subject
         to such Submitted Bids;

                  (ii) Existing Holders' Submitted Bids for Tortoise Notes of
         such series specifying any rate that is lower than the Winning Bid Rate
         for Tortoise Notes of such series shall be rejected, thus entitling
         each such Existing Holder to continue to hold the Tortoise Notes
         subject to such Submitted Bids;

                  (iii) Potential Holders' Submitted Bids for Tortoise Notes of
         such series specifying any rate that is lower than the Winning Bid Rate
         for Tortoise Notes of such series shall be accepted;

                  (iv) each Existing Holder's Submitted Bid for Tortoise Notes
         of such series specifying a rate that is equal to the Winning Bid Rate
         for Tortoise Notes of such series shall be rejected, thus entitling
         such Existing Holder to continue to hold the Tortoise Notes subject to
         such Submitted Bid, unless the aggregate principal amount of
         Outstanding Tortoise Notes subject to all such Submitted Bids shall be
         greater than the principal amount of Tortoise Notes ("remaining
         Tortoise Notes") in the excess of the Available Tortoise Notes of such
         series over the principal amount of Tortoise Notes subject to Submitted
         Bids described in clauses (ii) and (iii) of this paragraph (a), in
         which event such Submitted Bid of such Existing Holder shall be
         rejected in part, and such Existing Holder shall be entitled to
         continue to hold Tortoise Notes subject to such Submitted Bid, but only
         in an amount equal to the principal amount of Tortoise Notes of such
         series obtained by multiplying the remaining principal amount by a
         fraction, the numerator of which shall be the principal amount of
         Outstanding Tortoise Notes held by such Existing Holder subject to such
         Submitted Bid and the denominator of which shall be the aggregate
         principal amount of Outstanding Tortoise Notes subject to such
         Submitted Bids made by all such Existing Holders that specified a rate
         equal to the Winning Bid Rate for Tortoise Notes of such series; and

                  (v) each Potential Holder's Submitted Bid for aggregate
         principal amount of such series specifying a rate that is equal to the
         Winning Bid Rate for aggregate principal amount of such series shall be
         accepted but only in an amount equal to the principal amount of
         Tortoise Notes of such series obtained by multiplying the principal
         amount of Tortoise Notes in the excess of the Available Tortoise Notes
         of such series over the principal amount of Tortoise Notes subject to
         Submitted Bids described in

                                      A-6
<PAGE>

         clauses (ii) through (iv) of this paragraph (a) by a fraction, the
         numerator of which shall be the principal amount of Outstanding
         Tortoise Notes subject to such Submitted Bid and the denominator of
         which shall be the aggregate principal amount of Outstanding Tortoise
         Notes subject to such Submitted Bids made by all such Potential Holders
         that specified a rate equal to the Winning Bid Rate for Tortoise Notes
         of such series.

         (b) If Sufficient Clearing Bids for a series of Tortoise Notes have not
been made (other than because all of the Outstanding Tortoise Notes of such
series are subject to Submitted Hold Orders), subject to the provisions of
paragraph (d) of this Section 4, Submitted Orders for Tortoise Notes of such
series shall be accepted or rejected as follows in the following order of
priority and all other Submitted Bids for Tortoise Notes of such series shall be
rejected:

                  (i) Existing Holders' Submitted Bids for Tortoise Notes of
         such series specifying any rate that is equal to or lower than the
         Maximum Rate for Tortoise Notes of such series shall be rejected, thus
         entitling such Existing Holders to continue to hold the Tortoise Notes
         subject to such Submitted Bids;

                  (ii) Potential Holders' Submitted Bids for Tortoise Notes of
         such series specifying any rate that is equal to or lower than the
         Maximum Rate for Tortoise Notes of such series shall be accepted; and

                  (iii) Each Existing Holder's Submitted Bid for Tortoise Notes
         of such series specifying any rate that is higher than the Maximum Rate
         for Tortoise Notes of such series and the Submitted Sell Orders for
         Tortoise Notes of such series of each Existing Holder shall be
         accepted, thus entitling each Existing Holder that submitted or on
         whose behalf was submitted any such Submitted Bid or Submitted Sell
         Order to sell the Tortoise Notes of such series subject to such
         Submitted Bid or Submitted Sell Order, but in both cases only in an
         amount equal to the principal amount of Tortoise Notes of such series
         obtained by multiplying the principal amount of Tortoise Notes of such
         series subject to Submitted Bids described in clause (ii) of this
         paragraph (b) by a fraction, the numerator of which shall be the
         principal amount of Outstanding Tortoise Notes of such series held by
         such Existing Holder subject to such Submitted Bid or Submitted Sell
         Order and the denominator of which shall be the aggregate principal
         amount of Outstanding Tortoise Notes of such series subject to all such
         Submitted Bids and Submitted Sell Orders.

         (c) If all of the Outstanding Tortoise Notes of a series are subject to
Submitted Hold Orders, all Submitted Bids for Tortoise Notes of such series
shall be rejected.

         (d) If, as a result of the procedures described in clause (iv) or (v)
of paragraph (a) or clause (iii) of paragraph (b) of this Section 4, any
Existing Holder would be entitled or required to sell, or any Potential Holder
would be entitled or required to purchase, less than an Authorized Denomination
of Tortoise Notes on any Auction Date, the Auction Agent shall, in such manner
as it shall determine in its sole discretion, round up or down the principal
amount of Tortoise Notes of such series to be purchased or sold by any Existing
Holder or Potential Holder on such Auction Date as a result of such procedures
so that the principal amount of Tortoise Notes so purchased or sold by each
Existing Holder or Potential Holder on such Auction Date shall be equal to an
Authorized Denomination.

         (e) If, as a result of the procedures described in clause (v) of
paragraph (a) of this Section 4, any Potential Holder would be entitled or
required to purchase less than an Authorized Denomination of Tortoise Notes on
any Auction Date, the Auction Agent shall, in such manner as it shall determine
in its sole discretion, allocate Tortoise Notes of such series or purchase among
Potential Holders so that only Tortoise Notes of such series in Authorized
Denominations are purchased on such Auction Date as a

                                      A-7
<PAGE>


result of such procedures by any Potential Holder, even if such allocation
results in one or more Potential Holders not purchasing Tortoise Notes of such
series on such Auction Date.

         (f) Based on the results of each Auction for a series of Tortoise
Notes, the Auction Agent shall determine the aggregate principal amount of
Tortoise Notes of such series to be purchased and the aggregate principal amount
of Tortoise Notes of such series to be sold by Potential Holders and Existing
Holders and, with respect to each Potential Holder and Existing Holder, to the
extent that such aggregate principal amount of Tortoise Notes and such aggregate
principal amount of Tortoise Notes to be sold differ, determine to which other
Potential Holder(s) or Existing Holder(s) they shall deliver, or from which
other Potential Holder(s) or Existing Holder(s) they shall receive, as the case
may be, Tortoise Notes of such series. Notwithstanding any provision of the
Auction Procedures or the Settlement Procedures to the contrary, in the event an
Existing Holder or Beneficial Owner of Tortoise Notes of a series with respect
to whom a Broker-Dealer submitted a Bid to the Auction Agent for such Tortoise
Notes that was accepted in whole or in part, or submitted or is deemed to have
submitted a Sell Order for such Tortoise Notes that was accepted in whole or in
part, fails to instruct its Agent Member to deliver such Tortoise Notes against
payment therefor, partial deliveries of Tortoise Notes that have been made in
respect of Potential Holders' or Potential Beneficial Owners' Submitted Bids for
Tortoise Notes of such series that have been accepted in whole or in part shall
constitute good delivery to such Potential Holders and Potential Beneficial
Owners.

         (g) Neither the Issuer nor the Auction Agent nor any affiliate of
either shall have any responsibility or liability with respect to the failure of
an Existing Holder, or a Potential Holder to deliver Tortoise Notes of any
series or to pay for Tortoise Notes of any series sold or purchased pursuant to
the Auction Procedures or otherwise.


                                      A-8
<PAGE>


                                   APPENDIX B

                                  FORM OF NOTES

                                    [TO COME]


                                      B-1
<PAGE>


                                   APPENDIX C

                   FORM OF TRUSTEE AUTHENTICATION CERTIFICATE

                                    [TO COME]


                                      C-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>exd-4_061804.txt
<DESCRIPTION>EXHIBIT D-4
<TEXT>
                                                                     EXHIBIT D.4


 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|
                           ___________________________

                            BNY MIDWEST TRUST COMPANY
                 (formerly known as CTC Illinois Trust Company)
               (Exact name of trustee as specified in its charter)

Illinois                                                  36-3800435
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

2 N. LaSalle Street
Suite 1020
Chicago, Illinois                                         60602
(Address of principal executive offices)                  (Zip code)
                          ___________________________

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION
               (Exact name of obligor as specified in its charter)


Maryland
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

10801 Mastin Boulevard, Suite 222
Overland Park, Kansas                                     66210
(Address of principal executive offices)                  (Zip code)
                           ___________________________


                                 Tortoise Notes
                       (Title of the indenture securities)

 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =


<PAGE>


1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

- --------------------------------------------------------------------------------

                       Name                                Address
- --------------------------------------------------------------------------------

        Office of Banks & Trust Companies       500 E. Monroe Street
        of the State of Illinois                Springfield, Illinois 62701-1532

        Federal Reserve Bank of Chicago         230 S. LaSalle Street
                                                Chicago, Illinois 60603

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         1.       A copy of Articles of Incorporation of BNY Midwest Trust
                  Company (formerly CTC Illinois Trust Company, formerly
                  Continental Trust Company) as now in effect. (Exhibit 1 to
                  Form T-1 filed with the Registration Statement No. 333-47688.)

         2,3.     A copy of the Certificate of Authority of the Trustee as now
                  in effect, which contains the authority to commence business
                  and a grant of powers to exercise corporate trust powers.
                  (Exhibit 2 to Form T-1 filed with the Registration Statement
                  No. 333-47688.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with the Registration Statement No. 333-47688.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with the Registration
                  Statement No. 333-47688.)

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.


                                      -2-
<PAGE>


                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust
Company, a corporation organized and existing under the laws of the State of
Illinois, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
Chicago, and State of Illinois, on the 25th day of June, 2004.


                                                BNY Midwest Trust Company


                                          By:     /S/  J. BARTOLINI
                                             -----------------------------------
                                               Name: J. BARTOLINI
                                               Title: VICE PRESIDENT

                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>exd-5_061804.txt
<DESCRIPTION>EXHIBIT D-5
<TEXT>
                                                                     Exhibit D.5


                         TORTOISE ENERGY INFRASTRUCTURE

                                FITCH GUIDELINES

         Below is set forth for Tortoise Energy Infrastructure (the "Company")
the Fitch Guidelines (as defined in the Indenture and Supplemental Indenture
(collectively, the "Indenture") of the auction rate senior notes (the "Tortoise
Notes"). Capitalized terms not defined herein shall have the same meanings as
defined in the Indenture. Fitch may amend, alter or change these Fitch
Guidelines, in its sole discretion, provided however, that Fitch provide any
such amendments, alterations or changes to the Company in writing.

1.       CERTAIN OTHER RESTRICTIONS.

         For so long as any principal amount of Tortoise Notes is Outstanding
and Fitch is then rating the Tortoise Notes, the Company will not, unless it has
received written confirmation from Fitch (if Fitch is then rating the Tortoise
Notes) that any such action would not impair the rating then assigned by such
rating agency to a Series of Tortoise Notes, engage in any one or more of the
following transactions:

         a. write unsecured put or uncovered call options on portfolio
securities;

         b. issue additional series of Tortoise Notes or any class or series of
shares ranking prior to or on a parity with Tortoise Notes with respect to the
payment of interest and principal or the distribution of assets upon
dissolution, liquidation or winding up of the Company, or reissue any Tortoise
Notes previously purchased or redeemed by the Company;

         c. engage in any short sales of securities;

         d. lend portfolio securities; or

         e. merge or consolidate into or with any other corporation.

2.       COMPLIANCE PROCEDURES FOR ASSET MAINTENANCE TESTS.

         a. The Company shall deliver to Fitch (if Fitch is then rating Tortoise
Notes) a certificate with respect to the calculation of the Tortoise Notes Basic
Maintenance Amount (a "Tortoise Notes Basic Maintenance Certificate") as of (A)
the Date of Original Issue, (B) the last Valuation Date of each month, (C) any
date requested by any rating agency, (D) a Business Day on or before any Asset
Coverage Cure Date relating to the Company's cure of a failure to meet the
Tortoise Notes Basic Maintenance Amount Test, (E) any day that Common Shares,
Preferred Shares or Tortoise Notes are redeemed and (F) any day the Eligible
Assets have an aggregate discounted value less than or equal to 115% of the
Tortoise Notes Basic Maintenance Amount. Such Tortoise Notes Basic Maintenance
Certificate shall be delivered in the case of clause (i)(A) above on or before
the seventh Business Day following the Date of Original Issue and in the case of
all other clauses above on or before the seventh Business Day after the relevant
Valuation Date or Asset Coverage Cure Date.

         b. The Company shall deliver to Fitch (if Fitch is then rating Tortoise
Notes) a certificate with respect to the calculation of the 1940 Act Tortoise
Notes Asset Coverage and the value of the portfolio holdings of the Company (a
"1940 Act Tortoise Notes Asset Coverage Certificate") (i) as of the Date of
Original Issue, and (ii) as of (A) the last Valuation Date of each quarter
thereafter, and (B) as of the Business Day on or before the Asset Coverage Cure
Date relating to the failure to satisfy the 1940 Act Tortoise Notes Asset
Coverage. Such 1940 Act Tortoise Notes Asset Coverage Certificate shall be


                                       -1-
<PAGE>

delivered in the case of clause (i) above on or before the seventh Business Day
following the Date of Original Issue and in the case of clause (ii) above on or
before the seventh Business Day after the relevant Valuation Date or the Asset
Coverage Cure Date. The certificates of (a) and (b) of this Section may be
combined into a single certificate.

         c. Within ten Business Days of the Date of Original Issue, the Company
shall deliver to the Auction Agent and Fitch (if Fitch is then rating Tortoise
Notes) a letter prepared by the Company's independent accountants (an
"Accountant's Certificate") regarding the accuracy of the calculations made by
the Company in the Tortoise Notes Basic Maintenance Certificate and the 1940 Act
Tortoise Notes Asset Coverage Certificate required to be delivered by the
Company as of the Date of Original Issue. Within ten Business Days after the
last Valuation Date of each fiscal year of the Company on which a Tortoise Notes
Basic Maintenance Certificate is required to be delivered, the Company will
deliver to the Auction Agent and Fitch (if Fitch is then rating the Tortoise
Notes) an Accountant's Certificate regarding the accuracy of the calculations
made by the Company in such Tortoise Notes Basic Maintenance Certificate. Within
ten Business Days after the last Valuation Date of each fiscal year of the
Company on which a 1940 Act Tortoise Notes Asset Coverage Certificate is
required to be delivered, the Company will deliver to the Auction Agent and
Fitch (if Fitch is then rating the Tortoise Notes) an Accountant's Certificate
regarding the accuracy of the calculations made by the Company in such 1940 Act
Tortoise Notes Asset Coverage Certificate. In addition, the Company will deliver
to the relevant persons specified in the preceding sentence an Accountant's
Certificate regarding the accuracy of the calculations made by the Company on
each Tortoise Notes Basic Maintenance Certificate and 1940 Act Tortoise Notes
Asset Coverage Certificate delivered pursuant to clause (iv) of paragraph (a) or
clause (ii)(B) of paragraph (b), as the case may be, within ten days after the
relevant Asset Coverage Cure Date. If an Accountant's Certificate delivered with
respect to an Asset Coverage Cure Date shows an error was made in the Company's
report with respect to such Asset Coverage Cure Date, the calculation or
determination made by the Company's independent accountants will be conclusive
and binding on the Company with respect to such reports. If any other
Accountant's Certificate shows that an error was made in any such report, the
calculation or determination made by the Company's independent accountants will
be conclusive and binding on the Company; provided, however, any errors shown in
the Accountant's Certificate filed on a quarterly basis shall not be deemed to
be a failure to maintain the Tortoise Notes Basic Maintenance Amount on any
prior Valuation Dates.

         d. The Accountant's Certificates referred to in paragraph (c) will
confirm, based upon the independent accountant's review, (i) the mathematical
accuracy of the calculations reflected in the related Tortoise Notes Basic
Maintenance Amount and 1940 Act Tortoise Notes Asset Coverage Certificates, as
the case may be, and (ii) that the Company determined whether the Company had,
at such Valuation Date, Eligible Assets with an aggregate Discounted Value at
least equal to the Basic Maintenance Amount in accordance with the Indenture.

3.       DEFINITIONS.

         a. "APPROVED PRICE" means the "fair value" as determined by the Company
in accordance with the valuation procedures adopted from time to time by the
Board of Directors of the Company and for which the Company receives a
mark-to-market price (which, for the purpose of clarity, shall not mean Market
Value) from an independent source at least semi-annually.

         b. "BANK LOANS" means direct purchases of, assignments of,
participations in and other interests in (a) any bank loan or (b) any loan made
by an investment bank, investment fund or other financial institution, provided
that such loan under this clause (b) is similar to those typically made,
syndicated, purchased or participated by a commercial bank or institutional loan
investor in the ordinary course of business.


                                       -2-
<PAGE>

         c. "TORTOISE NOTES BASIC MAINTENANCE AMOUNT" as of any Valuation Date
means the dollar amount equal to

                  (i) the sum of (A) the sum of the products resulting from
         multiplying the number of Outstanding Tortoise Notes on such date by
         the liquidation preference (and redemption premium, if any); (B) the
         aggregate amount of interest that will have accumulated at the
         Applicable Rate (whether or not earned or declared) to and including
         the first Interest Payment Date for each Outstanding Tortoise Notes
         that follows such Valuation Date (or to the 30th day after such
         Valuation Date, if such 30th day occurs before the first following
         Interest Payment Date); (C) the amount of anticipated Company
         non-interest expenses for the 90 days subsequent to such Valuation
         Date; (D) the amount of the current outstanding balances of any
         indebtedness which is senior to the Tortoise Notes plus interest
         actually accrued together with 30 days additional interest on the
         current outstanding balances calculated at the current rate; and (E)
         any current liabilities, payable during the 30 days subsequent to such
         Valuation Date, including, without limitation, indebtedness due within
         one year and any redemption premium due with respect to Tortoise Notes
         or Preferred Shares for which a Notice of Redemption has been given, as
         of such Valuation Date, to the extent not reflected in any of (i)(A)
         through (i)(D); less

                  (ii) the sum of any cash plus the value of any of the
         Company's assets irrevocably deposited by the Company for the payment
         of any (i)(B) through (i)(E) ("value," for purposes of this clause
         (ii), means the Discounted Value of the security, except that if the
         security matures prior to the relevant redemption payment date and is
         either fully guaranteed by the U.S. Government or is rated at least P-1
         by Moody's, it will be valued at its face value).

         d. "FITCH DISCOUNT FACTOR" means, for purposes of determining the
Discounted Value of any Fitch Eligible Asset, the percentage determined as
follows, provided however, that for unhedged foreign investments a discount
factor of 105% shall be applied to the Market Value thereof in addition to the
Fitch Discount Factor as determined in accordance with the procedures below,
provided further that, if the foreign issuer of such unhedged foreign investment
is from a country whose sovereign debt rating in a non-local currency is not
assigned a rating of AA or better by Fitch, a discount factor of 117% shall be
applied to the Market Value thereof in addition to the Fitch Discount Factor as
determined in accordance with the procedures below. The Fitch Discount Factor
for any Fitch Eligible Asset, other than the securities set forth below, will be
the percentage provided in writing by Fitch.

                  (i) Preferred Stock: The percentage determined by references
         to the rating of a preferred stock in accordance with the table set
         forth below.

                                                                  FITCH DISCOUNT
                        PREFERRED STOCK<f1>                            FACTOR
         ------------------------------------------------------   --------------
         AAA Taxable Preferred.................................         130%
         AA Taxable Preferred..................................         133%
         A Taxable Preferred...................................         135%
         BBB Taxable Preferred.................................         139%
         BB Taxable Preferred..................................         154%
         Not rated or below BB Taxable Preferred...............         161%
         Investment Grade DRD Preferred........................         164%
         Not rated or below Investment Grade DRD Preferred.....         200%

- ------------------
<f1>     If a security is not rated by Fitch but is rated by two other national
         recognized statistical ratings organizations ("NRSRO"), then the lower
         of the ratings on the security from the two other NRSRO's will be used
         to determine the Fitch Discount Factor (e.g., where the S&P rating is A
         and the Moody's rating is Baa, a Fitch rating of BBB will be used). If
         a security is not rated by Fitch but is rated by only one other NRSRO,
         then the rating on the security from the


                                        -3-
<PAGE>

         other NRSRO will be used to determine the Fitch Discount Factor (e.g.,
         where the only rating on a security is an S&P rating of AAA, a Fitch
         rating of AAA will be used, and where the only rating on a security is
         a Moody's rating of Ba, a Fitch rating of BB will be used). If a
         security is not rated by any NRSRO, the Company will use the percentage
         set forth under "not rated" in this table.

                  (ii) Corporate Debt Securities: The percentage determined by
         reference to the rating of a corporate debt security in accordance with
         the table set forth below.

<TABLE>
<CAPTION>

            TERM TO MATURITY OF                                                                           NOT RATED
        CORPORATE DEBT SECURITY(1)                AAA        AA           A         BBB          BB      or BELOW BB
- --------------------------------------------    -------    -------     -------    -------     -------    -----------
<S><C>                                          <C>        <C>         <C>        <C>         <C>          <C>
3 years or less (but longer than 1 year)....    106.38%    108.11%     109.89%    111.73%     129.87%      151.52%
5 years or less (but longer than 3
   years)...................................    111.11     112.99      114.94     116.96      134.24       151.52
7 years or less (but longer than 5
   years)...................................    113.64     115.61      117.65     119.76      135.66       151.52
10 years or less (but longer than 7
   years)...................................    115.61     117.65      119.76     121.95      136.74       151.52
15 years or less (but longer than 10
   years)...................................    119.76     121.95      124.22     126.58      139.05       151.52
More than 15 years..........................    124.22     126.58      129.03     131.58      144.55       151.52

<FN>
- ------------------
(1)     If a security is not rated by Fitch but is rated by two other NRSRO's,
        then the lower of the ratings on the security from the two other NRSRO's
        will be used to determine the Fitch Discount Factor (e.g., where the S&P
        rating is A and the Moody's rating is Baa, a Fitch rating of BBB will be
        used). If a security is not rated by Fitch but is rated by only one
        other NRSRO, then the rating on the security from the other NRSRO will
        be used to determine the Fitch Discount Factor (e.g., where the only
        rating on a security is an S&P rating of AAA, a Fitch rating of AAA will
        be used, and where the only rating on a security is a Moody's rating of
        Ba, a Fitch rating of BB will be used). If a security is not rated by
        any NRSRO, the Company will use the percentage set forth under "not
        rated" in this table.
</FN>
</TABLE>

                  The Fitch Discount Factors presented in the immediately
         preceding table apply to corporate Debt Securities that are Performing
         and have a Market Value determined by a Pricing Service or an Approved
         Price. The Fitch Discount Factor noted in the table above for a Debt
         Security rated B by Fitch shall apply to any non-Performing Debt
         Security with a price equal to or greater than $0.90. The Fitch
         Discount Factor noted in the table above for a Debt Security rated CCC
         by Fitch shall apply to any non-Performing Debt Security with a price
         less than $0.90 but equal to or greater than $0.20. If a Debt Security
         does not have a Market Value determined by a Pricing Service or an
         Approved Price, a rating two rating categories below the actual rating
         on the Debt Security will be used (e.g., where the actual rating is A-,
         the rating for Debt Securities rated BB- will be used). The Fitch
         Discount Factor for a Debt Security issued by a limited partnership
         that is not a Rule 144A Security shall be the Fitch Discount Factor
         determined in accordance with the table set forth above multiplied by
         105%.

                  The Fitch Discount Factors presented in the immediately
         preceding table will also apply to interest rate swaps and caps,
         whereby the rating of the counterparty to the swap or cap will be the
         rating used to determine the Fitch Discount Factor in the table. The
         Fitch Discount Factors presented in the immediately preceding table
         will also apply to corporate obligations backed by a guaranty, a letter
         of credit or insurance issued by a third party. If the third-party
         credit rating is the basis for the rating on the obligation, then the
         rating on the third party will be used to determine the Fitch Discount
         Factor in the table.

                  (iii) Convertible Securities: The Fitch Discount Factor
         applied to convertible securities is (A) 200% for investment grade
         convertibles and (B) 222% for below investment grade convertibles so
         long as such convertible securities have neither (x) conversion premium
         greater than 100% nor (y) have a yield to maturity or yield to worst of
         greater than 15.00% above the relevant Treasury curve.


                                       -4-
<PAGE>

                  The Fitch Discount Factor applied to convertible securities
         which have conversion premiums of greater than 100% is (A) 152% for
         investment grade convertibles and (B) 179% for below investment grade
         convertibles so long as such convertible securities do not have a yield
         to maturity or yield to worst of greater than 15.00% above the relevant
         Treasury curve.

                  The Fitch Discount Factor applied to convertible securities
         which have a yield to maturity or yield to worse of greater than 15.00%
         above the relevant Treasury curve is 370%.

                  If a security is not rated by Fitch but is rated by two other
         NRSRO's, then the lower of the ratings on the security from the two
         other NRSRO's will be used to determine the Fitch Discount Factor
         (e.g., where the S&P rating is A and the Moody's rating is Baa, a Fitch
         rating of BBB will be used). If a security is not rated by Fitch but is
         rated by only one other NRSRO, then the rating on the security from the
         other NRSRO will be used to determine the Fitch Discount Factor (e.g.,
         where the only rating on a security is an S&P rating of AAA, a Fitch
         rating of AAA will be used, and where the only rating on a security is
         a Moody's rating of Ba, a Fitch rating of BB will be used). If a
         security is not rated by any NRSRO, the Company will treat the security
         as if it were below investment grade.

                  (iv) Common Stock: The Fitch Discount Factor for common stock
         is (A) 200% for large-cap stocks; (B) 233% for mid-cap stocks, (C) 286%
         for small-cap stocks; and (D) 370% for other common stocks.

                  (v) U.S. Government Securities and U.S. Treasury Strips:

                          TIME REMAINING TO MATURITY             DISCOUNT FACTOR
                  ---------------------------------------------  ---------------
                  1 year or less...............................       100%
                  2 years or less (but longer than 1 year).....       103%
                  3 years or less (but longer than 2 years)....       105%
                  4 years or less (but longer than 3 years)....       107%
                  5 years or less (but longer than 4 years)....       109%
                  7 years or less (but longer than 5 years)....       112%
                 10 years or less (but longer than 7 years)....       114%
                 15 years or less (but longer than 10 years)...       122%
                 20 years or less (but longer than 15 years)...       130%
                 25 years or less (but longer than 20 years)...       146%
                 Greater than 30 years.........................       154%

                  (vi) Emerging Market Debts: The Fitch Discount Factor for
         Emerging Market Debts are (A) 285% for investment grade and (B) 370%
         for non-investment grade.

                  (vii) Short-Term Investments and Cash: The Fitch Discount
         Factor applied to short-term portfolio securities, including without
         limitation Debt Securities, Short Term Money Market Instruments and
         municipal debt obligations, will be (A) 100%, so long as such portfolio
         securities mature or have a demand feature at par exercisable within
         the Fitch Exposure Period; (B) 115%, so long as such portfolio
         securities mature or have a demand feature at par not exercisable
         within the Fitch Exposure Period; and (C) 125%, so long as such
         portfolio securities neither mature nor have a demand feature at par
         exercisable within the Fitch Exposure Period. A Fitch Discount Factor
         of 100% will be applied to cash. Rule 2a-7 money market funds rated by
         Fitch or another NRSRO will also have a discount factor of 100%, and
         unrated Rule 2a-7 money market funds will have a discount factor of
         115%.


                                       -5-
<PAGE>

                  (viii) Rule 144A Securities: The Fitch Discount Factor applied
         to Rule 144A Securities will be 110% of the Fitch Discount Factor which
         would apply were the securities registered under the Securities Act.

                  (ix) Foreign Bonds: The Fitch Discount Factor (A) for a
         Foreign Bond the principal of which (if not denominated in U.S.
         dollars) is subject to a currency hedging transaction will be the Fitch
         Discount Factor that would otherwise apply to such Foreign Bonds in
         accordance with this definition and (B) for (1) a Foreign Bond the
         principal of which (if not denominated in U.S. dollars) is not subject
         to a currency hedging transaction and (2) a bond issued in a currency
         other than U.S. dollars by a corporation, limited liability company or
         limited partnership domiciled in, or the government or any agency,
         instrumentality or political subdivision of, a nation other than an
         Approved Foreign Nation, will be 370%.

                  (x) Bank Loans: The percentage determined by reference to the
         Category in accordance with the table set forth below

                       FITCHLOAN CATEGORY               DISCOUNT FACTOR
                       ------------------               ---------------
                                A                             126%
                                B                             157
                                C                             184
                                D                             433

                 (xi) Common Stock and Preferred Stock of REITS and Other Real
         Estate Companies:

                                                                  DISCOUNT
                                                                   FACTOR
                                                                  --------
                 REIT or Real Estate Company Preferred Shares.....  154%
                 REIT or Real Estate Company Common Shares........  195%

                  (xii) Debt Securities of REITS:

<TABLE>
<CAPTION>
           TERM TO MATURITY                  AAA          AA         A          BBB         BB         B        CCC
- -------------------------------------        ----         ----      ----        ----       ----       ----      ----
<S>                                          <C>          <C>       <C>         <C>        <C>        <C>       <C>
 1 year..............................        111%         114%      117%        120%       121%       127%      130%
 2 year..............................        116%         125%      125%        127%       132%       137%      137%
 3 year..............................        121%         123%      127%        131%       133%       140%      151%
 4 year..............................        126%         126%      129%        132%       136%       140%      164%
 5 year..............................        131%         132%      135%        139%       144%       149%      185%
 7 year..............................        140%         143%      146%        152%       159%       167%      228%
10 year..............................        141%         143%      147%        153%       160%       168%      232%
12 year..............................        144%         144%      150%        157%       165%       174%      249%
15 year..............................        148%         151%      155%        163%       172%       182%      274%
20-30 year...........................        152%         156%      160%        169%       180%       191%      306%

<FN>
- ------------------
(1)     If a security is unrated by Fitch, but is rated by two other nationally
        reorganized statistical ratings organizations ("NRSRO"), then the lower
        of the ratings on the security from the two other NRSROs should be used
        to determine the Fitch Discount Factor. If the security is not rated by
        Fitch, but has a rating from only one other NRSRO, and the security is
        investment grade, then the security will be notched one rating category
        for purposes of computing the Discount Factor. If the security is not
        rated by Fitch, but has a rating from only one other NRSRO, and the
        security is below investment grade, then the security will be notched
        two rating categories for purposes of computing the Discount Factor.
</FN>
</TABLE>


                                       -6-
<PAGE>

                  (xiii) Master Limited Partnership (MLP) Securities: The Fitch
         Discount Factor applied to MLP Securities shall be applied in
         accordance with the table set forth below:

                              Fitch Discount Factor
                        (For Tortoise Notes rated `AAA')
                       ----------------------------------
                       Large-cap        stocks:      210%
                       Mid-cap          stocks:      243%
                       Small-cap        stocks:      296%
                       Others:                       370%
                       ----------------------------------

         e. "FITCH ELIGIBLE ASSET" means:

                  (i) cash (including interest and dividends due on assets rated
         (A) BBB or higher by Fitch or the equivalent by another NRSRO if the
         payment date is within five Business Days of the Valuation Date, (B) A
         or higher by Fitch or the equivalent by another NRSRO if the payment
         date is within thirty days of the Valuation Date, and (C) A+ or higher
         by Fitch or the equivalent by another NRSRO if the payment date is
         within the Fitch Exposure Period) and receivables for Fitch Eligible
         Assets sold if the receivable is due within five Business Days of the
         Valuation Date, and if the trades which generated such receivables are
         settled within five business days;

                  (ii) Short Term Money Market Instruments so long as (A) such
         securities are rated at least F1+ by Fitch or the equivalent by another
         NRSRO, (B) in the case of demand deposits, time deposits and overnight
         funds, the supporting entity is rated at least A by Fitch or the
         equivalent by another NRSRO, or (C) in all other cases, the supporting
         entity (1) is rated at least A by Fitch or the equivalent by another
         NRSRO and the security matures within three months or (2) is rated at
         least AA by Fitch or the equivalent by another NRSRO and the security
         matures within six months; in addition, money market funds subject to
         Rule 2a-7 under the 1940 Act are also eligible investments;

                  (iii) U.S. Government Securities and U.S. Treasury Strips;

                  (iv) debt securities if such securities have been registered
         under the U.S. Securities Act or are restricted as to resale under U.S.
         federal securities laws but are eligible for resale pursuant to Rule
         144A under the Securities Act; and such securities are issued by (1) a
         U.S. corporation, limited liability company or limited partnership, (2)
         a corporation, limited liability company or limited partnership or
         similar entity domiciled in a country whose sovereign debt rating in a
         non-local currency is assigned a rating of "AAA" ("Approved Foreign
         Nations"), (3) the government of any Approved Foreign Nation or any of
         its agencies, instrumentalities or political subdivisions (the debt
         securities of Approved Foreign Nation issuers being referred to
         collectively as "Foreign Bonds"), (4) a corporation, limited liability
         company or limited partnership domiciled in Canada or (5) the Canadian
         government or any of its agencies, instrumentalities or political
         subdivisions (the debt securities of Canadian issuers being referred to
         collectively as "Canadian Bonds"). Foreign Bonds held by the Company
         will qualify as Fitch Eligible Assets only up to a maximum of 20% of
         the aggregate Market Value of all assets constituting Fitch Eligible
         Assets. Similarly, Canadian Bonds held by the Company will qualify as
         Fitch Eligible Assets only up to a maximum of 20% of the aggregate
         Market Value of all assets constituting Fitch Eligible Assets.
         Notwithstanding the limitations in the two preceding sentences, Foreign
         Bonds and Canadian Bonds held by the Company will qualify as Fitch
         Eligible Assets only up to a maximum of 30% of the aggregate Market
         Value of all assets constituting Fitch Eligible Assets. In addition,
         bonds which are issued in connection with a reorganization under U.S.
         federal bankruptcy law ("Reorganization Bonds") will be considered debt
         securities constituting Fitch Eligible Assets if (a) they provide for
         periodic payment of interest in cash in U.S. dollars or euros; (b) they
         do not provide for conversion or exchange into


                                       -7-
<PAGE>

         equity capital at any time over their lives; (c) they have been
         registered under the Securities Act or are restricted as to resale
         under federal securities laws but are eligible for trading under Rule
         144A promulgated pursuant to the Securities Act as determined by the
         Company's investment manager or portfolio manager acting pursuant to
         procedures approved by the Board of Directors of the Company; (d) they
         were issued by a U.S. corporation, limited liability company or limited
         partnership; and (e) at the time of purchase at least one year had
         elapsed since the issuer's reorganization. Reorganization Bonds may
         also be considered debt securities constituting Fitch Eligible Assets
         if they have been approved by Fitch, which approval shall not be
         unreasonably withheld. All debt securities satisfying the foregoing
         requirements and restrictions of this paragraph (iv) are herein
         referred to as "Debt Securities."

                  (v) debt securities of a corporation, limited liability
         company or limited partnership or similar entity domiciled in an
         Emerging Market (as defined below) and debt securities of the
         government of any Emerging Market or any of its agencies,
         instrumentalities or political subdivisions (the debt securities of
         Emerging Market issuers being referred to collectively as "Emerging
         Market Debts.") Emerging markets are (A) countries classified by the
         World Bank as having a "low" or "middle" per capital income; (B)
         countries that have restructured its sovereign debt during the past 10
         years or currently has restructured sovereign external debt
         outstanding; or (C) countries assigned a long-term, foreign
         currency/sovereign rating below A3/A- by Fitch, Moody's or S&P
         ("Emerging Market").

                  (vi) preferred stocks if (A) dividends on such preferred stock
         are cumulative, (B) such securities provide for the periodic payment of
         dividends thereon in cash in U.S. dollars or Euros and do not provide
         for conversion or exchange into, or have warrants attached entitling
         the holder to receive, equity capital at any time over the respective
         lives of such securities, (C) the issuer of such a preferred stock has
         common stock listed on either the New York Stock Exchange or the
         American Stock Exchange, (D) the issuer of such preferred stock has a
         senior debt rating or preferred stock rating from Fitch of BBB- or
         higher or the equivalent rating by another rating agency. In addition,
         the preferred stocks's issue must be at least $50 million.

                  (vii) common stocks (i) (A) which are traded on the New York
         Stock Exchange, the American Stock Exchange or in the over-the-counter
         market, (B) which, if cash dividend paying, pay cash dividends in U.S.
         dollars, and (C) which may be sold without restriction by the Company;
         provided, however, that (1) common stock which, while a Fitch Eligible
         Asset owned by the Company, ceases paying any regular cash dividend
         will no longer be considered a Fitch Eligible Asset until 60 calendar
         days after the date of the announcement of such cessation, unless the
         issuer of the common stock has senior debt securities rated at least A-
         by Fitch and (2) the aggregate Market Value of the Company's holdings
         of the common stock of any issuer in excess of 5% per US issuer of the
         number of Outstanding shares times the Market Value of such common
         stock shall not be a Fitch's Eligible Asset; (ii) securities
         denominated in any currency other than the U.S. dollar and securities
         of issuers formed under the laws of jurisdictions other than the United
         States, its states and the District of Columbia for which there are
         dollar-denominated American Depository Receipts ("ADRs") which are
         traded in the United States on exchanges or over-the-counter and are
         issued by banks formed under the laws of the Untied States, its states
         or the District of Columbia; provided, however, that the aggregate
         Market Value of the Company's holdings of securities denominated in
         currencies other than the U.S. dollar and ADRs in excess of 3% of the
         aggregate Market Value of the Outstanding shares of common stock of
         such issuer or in excess of 10% of the Market Value of the Company's
         Fitch Eligible Assets with respect to issuers formed under the laws of
         any single such non-U.S. jurisdiction other than Argentina, Australia,
         Brazil, Chile, France, Germany, Italy, Japan, Korea, Mexico, Spain or
         the United Kingdom (the "Approved Foreign Nations") shall not be a
         Fitch Eligible Asset;


                                       -8-
<PAGE>

         (iii) Small-cap stocks refer to stock with a market capitalization
         between $300 million to $2 billion; Mid-cap stocks refer to stock with
         a market capitalization between $2 billion to $10 billion; Large-cap
         stocks are companies having a market capitalization between $10 billion
         and $200 billion.

FITCH COMMON STOCK DIVERSIFICATION GUIDELINES:
- ---------------------------------------------------
Type:                                                 Max. Single Issuer (%)<f1>
   Large-cap.......................................              5%
   Mid-cap.........................................              5%
   Small-cap.......................................              5%

- ------------------
<f1>  Percentages represent both a portion of the aggregate market value and
      number of outstanding shares of the common stock portfolio.

                  (viii) Bank Loans;

                  (ix) Rule 144A Securities;

                  (x) Interest rate swaps entered into according to
         International Swap Dealers Association ("ISDA") standards if (1) the
         counterparty to the swap transaction has a short-term rating of not
         less than F1 by Fitch or the equivalent by another, NRSRO, or, if the
         swap counterparty does not have a short-term rating, the counterparty's
         senior unsecured long-term debt rating is AA or higher by Fitch or the
         equivalent by another NRSRO and (2) the original aggregate notional
         amount of the interest rate swap transaction or transactions is not
         greater than the liquidation preference of the Tortoise Notesoriginally
         issued.

                  Financial contracts, as such term is defined in Section
         3(c)(2)(B)(ii) of the Investment Company Act, not otherwise provided
         for in this definition may be included in Fitch Eligible Assets, but,
         with respect to any financial contract, only upon receipt by the
         Company of a writing from Fitch specifying any conditions on including
         such financial contract in Fitch Eligible Assets and assuring the
         Company that including such financial contract in the manner so
         specified would not affect the credit rating assigned by Fitch to the
         Tortoise Notes.

                  Where the Company sells an asset and agrees to repurchase such
         asset in the future, the Discounted Value of such asset will constitute
         a Fitch Eligible Asset and the amount the Company is required to pay
         upon repurchase of such asset will count as a liability for the
         purposes of the MMP Share Basic Maintenance Amount. Where the Company
         purchases an asset and agrees to sell it to a third party in the
         future, cash receivable by the Company thereby will constitute a Fitch
         Eligible Asset if the long-term debt of such other party is rated at
         least A- by Fitch or the equivalent by another Rating Agency and such
         agreement has a term of 30 days or less; otherwise the Discounted Value
         of such purchased asset will constitute a Fitch Eligible Asset.

                  Notwithstanding the foregoing, an asset will not be considered
         a Fitch Eligible Asset to the extent that it has been irrevocably
         deposited for the payment of (i)(A) through (i)(E) under the definition
         of Tortoise Notes Basic Maintenance Amount or to the extent it is
         subject to any liens, except for (A) liens which are being contested in
         good faith by appropriate proceedings and which Fitch has indicated to
         the Company will not affect the status of such asset as a Fitch
         Eligible Asset, (B) liens for taxes that are not then due and payable
         or that can be paid thereafter without penalty, (C) liens to secure
         payment for services rendered or cash advanced to the Company by its
         investment manager or portfolio manager, the Company's custodian,
         transfer


                                       -9-
<PAGE>

         agent or registrar or the Auction Agent and (D) liens arising by virtue
         of any repurchase agreement.

                  (xi) Master Limited Partnership (MLP) Securities, which shall
         include the following securities, restricted or unrestricted, issued by
         an MLP or an affiliate of an MLP: (1) common units, (2) convertible
         subordinated units, (3) I-Shares, (4) I-units and (5) debt securities.

         f. "FITCH EXPOSURE PERIOD" means the period commencing on (and
including) a given Valuation Date and ending 41 days thereafter.

         g. "FITCH HEDGING TRANSACTIONS" means purchases or sales of
exchange-traded financial futures contracts based on any index approved by Fitch
or Treasury Bonds, and purchases, writings or sales of exchange-traded put
options on such futures contracts, any index approved by Fitch or Treasury Bonds
and purchases, writings or sales of exchange-traded call options on such
financial futures contracts, any index approved by Fitch or Treasury bonds
("Fitch Hedging Transactions"), subject to the following limitations:

                  (i) The Company may not engage in any Fitch Hedging
         Transaction based on any index approved by Fitch (other than
         transactions that terminate a futures contract or option held by the
         Company by the Company's taking the opposite position thereto ("closing
         transactions")) that would cause the Company at the time of such
         transaction to own or have sold outstanding financial futures contracts
         based on such index exceeding in number 10% of the average number of
         daily traded financial futures contracts based on such index in the 30
         days preceding the time of effecting such transaction as reported by
         The Wall Street Journal.

                  (ii) The Company will not engage in any Fitch Hedging
         Transaction based on Treasury Bonds (other than closing transactions)
         that would cause the Company at the time of such transaction to own or
         have sold:

                           (A) Outstanding financial futures contracts based on
                  Treasury Bonds with such contracts having an aggregate market
                  value exceeding 20% of the aggregate market value of Fitch
                  Eligible Assets owned by the Company and rated at least AA by
                  Fitch (or, if not rated by Fitch Ratings, rated at least Aa by
                  Moody's; or, if not rated by Moody's, rated at least AAA by
                  S&P); or

                           (B) Outstanding financial futures contracts based on
                  Treasury Bonds with such contracts having an aggregate market
                  value exceeding 40% of the aggregate market value of all Fitch
                  Eligible Assets owned by the Company (other than Fitch
                  Eligible Assets already subject to a Fitch Hedging
                  Transaction) and rated at least A or BBB by Fitch (or, if not
                  rated by Fitch Ratings, rated at least Baa by Moody's; or, if
                  not rated by Moody's, rated at least A or AA by S&P) (for
                  purposes of the foregoing clauses (i) and (ii), the Company
                  shall be deemed to own futures contracts that underlie any
                  outstanding options written by the Company);

                  (iii) The Company may engage in closing transactions to close
         out any outstanding financial futures contract based on any index
         approved by Fitch if the amount of open interest in such index as
         reported by The Wall Street Journal is less than an amount to be
         mutually determined by Fitch and the Company.


                                       -10-
<PAGE>

                  (iv) The Company may not enter into an option or futures
         transaction unless, after giving effect thereto, the Company would
         continue to have Fitch Eligible Assets with an aggregate Discounted
         Value equal to or greater than the Preferred Shares Basic Maintenance
         Amount.

         h. "FITCH INDUSTRY CLASSIFICATIONS" means, for the purposes of
determining Fitch Eligible Assets, the industry classifications as provided by
Fitch. The Company shall use its discretion in determining which industry
classification is applicable to a particular investment.

         i. "FITCH LOAN CATEGORY" means the following four categories (and, for
purposes of this categorization, the Market Value of a Fitch Eligible Asset
trading at par is equal to $1.00):

                  (i) "Fitch Loan Category A" means Performing Bank Loans which
         have a Market Value or an Approved Price greater than or equal to
         $0.90.

                  (ii) "Fitch Loan Category B" means: (A) Performing Bank Loans
         which have a Market Value or an Approved Price greater than or equal to
         $0.80 but less than $0.90; and (B) non-Performing Bank Loans which have
         a Market Value or an Approved Price greater than or equal to $0.85.

                  (iii) "Fitch Loan Category C" means (A) Performing Bank Loans
         which have a Market Value or an Approved Price greater than or equal to
         $0.70 but less than $0.80; (B) non-Performing Bank Loans which have a
         Market Value or an Approved Price greater than or equal to $0.75 but
         less than $0.85; and (C) Performing Bank Loans without an Approved
         Price rated BB- or higher by Fitch Ratings. If a security is not rated
         by Fitch Ratings but is rated by two other NRSRO's, then the lower of
         the ratings on the security from the two other NRSROs will be used to
         determine the Fitch Discount Factor (e.g., where the S&P rating is A-
         and the Moody's rating is Baa1, a rating by Fitch Ratings of BBB+ will
         be used). If a security is not rated by Fitch Ratings but is rated by
         only one other NRSRO, then the rating on the security from the other
         NRSRO will be used to determine the Fitch Discount Factor (e.g., where
         the only rating on a security is an S&P rating of AAA-, a rating by
         Fitch Ratings of AAA- will be used, and where the only rating on a
         security is a Moody's rating of Ba3, a rating by Fitch Ratings of BB-
         will be used).

                  (iv) "FITCH LOAN CATEGORY D" means Bank Loans not described in
         any of the foregoing categories.

                  Notwithstanding any other provision contained above, for
         purposes of determining whether a Fitch Eligible Asset falls within a
         specific Fitch Loan Category, to the extent that any Fitch Eligible
         Asset would fall in more than one of the Fitch Loan Categories, such
         Fitch Eligible Asset shall be deemed to fall into the Fitch Loan
         Category with the lowest applicable Fitch Discount Factor.

         j. "PERFORMING" means with respect to any asset, the issuer of such
investment is not in default of any payment obligations in respect thereof.

         k. "PRICING SERVICE" means any pricing service designated by the Board
of Directors of the Company and approved by Fitch or Moody's, as applicable, for
purposes of determining whether the Company has Eligible Assets with an
aggregate Discounted Value that equals or exceeds the Tortoise Notes Basic
Maintenance Amount.


                                       -11-
<PAGE>

         l. "SHORT-TERM MONEY MARKET INSTRUMENT" means the following types of
instruments if, on the date of purchase or other acquisition thereof by the
Company, the remaining term to maturity thereof is not in excess of 180 days:

                  (i) commercial paper rated A-1 if such commercial paper
         matures in 30 days or A-1+ if such commercial paper matures in over 30
         days;

                  (ii) demand or time deposits in, and banker's acceptances and
         certificates of deposit of (A) a depository institution or trust
         company incorporated under the laws of the United States of America or
         any state thereof or the District of Columbia or (B) a United States
         branch office or agency of a foreign depository institution (provided
         that such branch office or agency is subject to banking regulation
         under the laws of the United States, any state thereof or the District
         of Columbia);

                  (iii) overnight funds;

                  (iv) U.S. Government Securities; and

                  (v) Eurodollar demand or time deposits in, or certificates of
         deposit of, the head office or the London branch office of a depository
         institution or trust company if the certificates of deposit, if any,
         and the long-term unsecured debt obligations (other than such
         obligations the ratings of which are based on the credit of a person or
         entity other than such depository institution or trust company) of such
         depository institution or company that have (1) credit ratings on such
         Valuation Date of at least P-1 from Moody's and either F1+ from Fitch
         or A-1+ from S&P, in the case of commercial paper or certificates of
         deposit, and (2) credit ratings on each Valuation Date of at least Aa3
         from Moody's and either AA- from Fitch or AA- from S&P, in the case of
         long-term unsecured debt obligations; provided, however, that in the
         case of any such investment that matures in no more than one Business
         Day from the date of purchase or other acquisition by the Company, all
         of the foregoing requirements shall be applicable except that the
         required long-term unsecured debt credit rating of such depository
         institution or trust company from Moody's, Fitch and S&P shall be at
         least A2, A and A, respectively; and provided further, however, that
         the foregoing credit rating requirements shall be deemed to be met with
         respect to a depository institution or trust company if (1) such
         depository institution or trust company is the principal depository
         institution in a holding company system, (2) the certificates of
         deposit, if any, of such depository institution or fund company are not
         rated on any Valuation Date below P-1 by Moody's, F1+ by Fitch or A-1+
         by S&P and there is no long-term rating, and (3) the holding company
         shall meet all of the foregoing credit rating requirements (including
         the preceding proviso in the case of investments that mature in no more
         than one Business Day from the date of purchase or other acquisition by
         the Company); and provided further, that the interest receivable by the
         Company shall not be subject to any withholding or similar taxes.

         m. "U.S. GOVERNMENT SECURITIES" mean securities that are direct
obligations of, and obligations the timely payment of principal and interest on
which is fully guaranteed by, the United States of America or any agency or
instrumentality of the United States of America, the obligations of which are
backed by the full faith and credit of the United States of America and in the
form of conventional bills, bonds and notes.

         n. "U.S. TREASURY SECURITIES" means direct obligations of the United
States Treasury that are entitled to the full faith and credit of the United
States.


                                       -12-
<PAGE>

         o. "U.S. TREASURY STRIPS" means securities based on U.S. Treasury
Securities created through the Separate Trading of Registered Interest and
Principal of Securities program.


                                       -13-
<PAGE>

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                               MOODY'S GUIDELINES


         Below is set forth for Tortoise Energy Infrastructure (the "Company")
the Moody's Guidelines, as defined in the Indenture and Supplemental Indenture
(collectively, the "Indenture") of the auction rate senior notes (the "Tortoise
Notes"). Capitalized terms not defined herein shall have the same meanings as
defined in the Indenture. Moody's may amend, alter or change these Moody's
Guidelines, in its sole discretion, provided however, that Moody's provide any
such amendments, alterations or changes to the Company in writing.

         1. CERTAIN OTHER RESTRICTIONS. For so long as any principal amount of
Tortoise Notes is Outstanding and Moody's is then rating the Tortoise Notes, the
Company will not, unless it has received written confirmation from Moody's (if
Moody's is then rating Tortoise Notes), that any such action would not impair
the rating then assigned by such rating agency to a series of Tortoise Notes,
engage in any one or more of the following transactions:

         a. write unsecured put or uncovered call options on portfolio
securities;

         b. issue additional series of Tortoise Notes or any class or series of
shares ranking prior to or on a parity with Tortoise Notes with respect to the
payment of interest and principal or the distribution of assets upon
dissolution, liquidation or winding up of the Company, or reissue any Tortoise
Notes previously purchased or redeemed by the Company;

         c. engage in any short sales of securities;

         d. lend portfolio securities; or

         e. merge or consolidate into or with any other corporation.

         2. COMPLIANCE PROCEDURES FOR ASSET MAINTENANCE TESTS.

         a. The Company shall deliver to Moody's (if Moody's is then rating
Tortoise Notes), a certificate with respect to the calculation of the Tortoise
Notes Basic Maintenance Amount (a "Tortoise Notes Basic Maintenance
Certificate") as of (A) the Original Issue Date, (B) the last Valuation Date of
each month, (C) any date requested by any rating agency, (D) a Business Day on
or before any Asset Coverage Cure Date relating to the Company's cure of a
failure to meet the Tortoise Notes Basic Maintenance Amount test, (E) any day
that common shares, preferred shares or Tortoise Notes are redeemed and (F) any
day the Eligible Assets have an aggregate discounted value less than or equal to
115% of the Tortoise Notes Basic Maintenance Amount. Such Tortoise Notes Basic
Maintenance Certificate shall be delivered in the case of clause (i)(A) above on
or before the seventh Business Day following the Original Issue Date and in the
case of all other clauses above on or before the seventh Business Day after the
relevant Valuation Date or Asset Coverage Cure Date.

         b. The Company shall deliver to Moody's (if Moody's is then rating
Tortoise Notes), a certificate with respect to the calculation of the 1940 Act
Tortoise Notes Asset Coverage and the value of the portfolio holdings of the
Company (a "1940 Act Tortoise Notes Asset Coverage Certificate") (i) as of the
Original Issue Date, and (ii) as of (A) the last Valuation Date of each quarter
thereafter, and (B) as of the Business Day on or before the Asset Coverage Cure
Date relating to the failure to satisfy the 1940 Act Tortoise Notes Asset
Coverage. Such 1940 Act Tortoise Notes Asset Coverage Certificate shall


                                       -14-
<PAGE>

be delivered in the case of clause (i) above on or before the seventh
Business Day following the Original Issue Date and in the case of clause (ii)
above on or before the seventh Business Day after the relevant Valuation Date or
the Asset Coverage Cure Date. The certificates of (a) and (b) of this Section
may be combined into a single certificate.

         c. Within ten Business Days of the Original Issue Date, the Company
shall deliver to the Auction Agent and Moody's (if Moody's is then rating
Tortoise Notes), a letter prepared by the Company's independent accountants (an
"Accountant's Certificate") regarding the accuracy of the calculations made by
the Company in the MMP Share Basic Maintenance Certificate and the 1940 Act
Tortoise Notes Asset Coverage Certificate required to be delivered by the
Company as of the Original Issue Date. Within ten Business Days after the last
Valuation Date of each fiscal year of the Company on which a Tortoise Notes
Basic Maintenance Certificate is required to be delivered, the Company will
deliver to the Auction Agent and Moody's (if Moody's is then rating Tortoise
Notes), an Accountant's Certificate regarding the accuracy of the calculations
made by the Company in such Tortoise Notes Basic Maintenance Certificate. Within
ten Business Days after the last Valuation Date of each fiscal year of the
Company on which a 1940 Act Tortoise Notes Asset Coverage Certificate is
required to be delivered, the Company will deliver to the Auction Agent and
Moody's (if Moody's is then rating Tortoise Notes), an Accountant's Certificate
regarding the accuracy of the calculations made by the Company in such 1940 Act
Tortoise Notes Asset Coverage Certificate. In addition, the Company will deliver
to the relevant persons specified in the preceding sentence an Accountant's
Certificate regarding the accuracy of the calculations made by the Company on
each Tortoise Notes Basic Maintenance Certificate and 1940 Act Tortoise Notes
Asset Coverage Certificate delivered pursuant to clause (iv) of paragraph (a) or
clause (ii)(B) of paragraph (b) of as the case may be, within ten days after the
relevant Asset Coverage Cure Date. If an Accountant's Certificate delivered with
respect to an Asset Coverage Cure Date shows an error was made in the Company's
report with respect to such Asset Coverage Cure Date, the calculation or
determination made by the Company's independent accountants will be conclusive
and binding on the Company with respect to such reports. If any other
Accountant's Certificate shows that an error was made in any such report, the
calculation or determination made by the Company's independent accountants will
be conclusive and binding on the Company; provided, however, any errors shown in
the Accountant's Certificate filed on a quarterly basis shall not be deemed to
be a failure to maintain the Tortoise Notes Basic Maintenance Amount on any
prior Valuation Dates.

         d. The Accountant's Certificates referred to in paragraph (c) will
confirm, based upon the independent accountant's review, (i) the mathematical
accuracy of the calculations reflected in the related Tortoise Notes Basic
Maintenance Amount and 1940 Act Tortoise Notes Asset Coverage Certificates, as
the case may be, and (ii) that the Company determined whether the Company had,
at such Valuation Date, Eligible Assets with an aggregate Discounted Value at
least equal to the Basic Maintenance Amount in accordance with the Indenture.

         3. DEFINITIONS.

         a. "APPROVED PRICE" means the "fair value" as determined by the Company
in accordance with the valuation procedures adopted from time to time by the
Board of Directors of the Company and for which the Company receives a
mark-to-market price (which, for the purpose of clarity, shall not mean Market
Value) from an independent source at least semi-annually.

         b. "BANK LOANS" means direct purchases of, assignments of,
participations in and other interests in (a) any bank loan or (b) any loan made
by an investment bank, investment fund or other financial institution, provided
that such loan under this clause (b) is similar to those typically made,
syndicated, purchased or participated by a commercial bank or institutional loan
investor in the ordinary course of business.


                                       -15-
<PAGE>

         c. "TORTOISE NOTES BASIC MAINTENANCE AMOUNT" as of any Valuation Date
means the dollar amount equal to:

                  (i) the sum of (A) the product resulting from multiplying the
         number of Outstanding Tortoise Notes on such date by $25,000 plus any
         redemption premium; (B) the aggregate amount of interest that will have
         accumulated at the Applicable Rate (whether or not earned or declared)
         to and including the first Interest Payment Date that follows such
         Valuation Date (or to the 30th day after such Valuation Date, if such
         30th day occurs before the first following Interest Payment Date); (C)
         the amount of anticipated Company non-interest expenses for the 90 days
         subsequent to such Valuation Date; (D) the amount of the current
         outstanding balances of any indebtedness which is senior to the
         Tortoise Notes plus interest actually accrued together with 30 days
         additional interest on the current outstanding balances calculated at
         the current rate; and (E) any current liabilities, payable during the
         30 days subsequent to such Valuation Date, including, without
         limitation, indebtedness due within one year and any redemption premium
         due with respect to Tortoise Notes or Preferred Shares for which a
         Notice of Redemption has been given, as of such Valuation Date, to the
         extent not reflected in any of (i)(A) through (i)(D); less

                  (ii) the sum of any cash plus the value of any of the
         Company's assets irrevocably deposited by the Company for the payment
         of any (i)(B) through (i)(E) ("value," for purposes of this clause
         (ii), means the Discounted Value of the security, except that if the
         security matures prior to the relevant redemption payment date and is
         either fully guaranteed by the U.S. Government or is rated at least P-1
         by Moody's, it will be valued at its face value).

         d. "MOODY'S DISCOUNT FACTOR" means, for purposes of determining the
Discounted Value of any Moody's Eligible Asset, the percentage determined as
follows. In addition to the reporting required above in Section 2 above, the
Company must notify Moody's if the portfolio coverage ratio of the Discounted
Value of Moody's Eligible Assets to liabilities is less than 150%. Computation
of the MMP Share Basic Maintenance Amount test requires the use of the
diversification table under Section 3(e) below prior to applying the Moody's
Discount Factors noted below and after identifying Moody's Eligible Assets. The
Moody's Discount Factor for any Moody's Eligible Asset, other than the
securities set forth below, will be the percentage provided in writing by
Moody's.

                  (i) Corporate debt securities: The percentage determined by
         reference to the rating on such asset with reference to the remaining
         term to maturity of such asset, in accordance with the table set forth
         below (non convertibles).

<TABLE>
<CAPTION>
TERM TO MATURITY OF CORPORATE DEBT                                         MOODY'S RATING CATEGORY
- ---------------------------------------------      ------------------------------------------------------------------------
             SECURITY(1)                           AAA        AA         A         BAA        BA         B       UNRATED(2)
- ---------------------------------------------      ----      ----       ----       ----      ----       ----     ----------
<C>                                                <C>       <C>        <C>        <C>       <C>        <C>         <C>
1 year or less...............................      109%      112%       115%       118%      137%       150%        250%
2 years or less (but longer than 1 year).....      115       118        122        125       146        160         250
3 years or less (but longer than 2 years)....      120       123        127        131       153        168         250
4 years or less (but longer than 3 years)....      126       129        133        138       161        176         250
5 years or less (but longer than 4 years)....      132       135        139        144       168        185         250
7 years or less (but longer than 5 years)....      139       143        147        152       179        197         250
10 years or less (but longer than 7 years)...      145       150        155        160       189        208         250
15 years or less (but longer than 10 years)..      150       155        160        165       196        216         250
20 years or less (but longer than 15 years)..      150       155        160        165       196        228         250
30 years or less (but longer than 20 years)..      150       155        160        165       196        229         250
Greater than 30 years........................      165       173        181        189       205        240         250

<FN>
- ------------------
(1)     The Moody's Discount Factors above for corporate debt securities shall
        also be applied to any interest rate swap or cap, in which case the
        rating of the counterparty shall determine the appropriate rating
        category.


                                       -16-
<PAGE>

(2)     Unless conclusions regarding liquidity risk as well as estimates of both
        the probability and severity of default for the Corporation's assets can
        be derived from other sources, securities rated below B by Moody's and
        unrated securities, which are securities rated by neither Moody's, S&P
        nor Fitch, are limited to 10% of Moody's Eligible Assets. If a corporate
        debt security is unrated by Moody's, S&P or Fitch, the Company will use
        the percentage set forth under "Unrated" in this table. Ratings assigned
        by S&P or Fitch are generally accepted by Moody's at face value.
        However, adjustments to face value may be made to particular categories
        of credits for which the S&P and/or Fitch rating does not seem to
        approximate a Moody's rating equivalent. Split rated securities assigned
        by S&P and Fitch will be accepted at the lower of the two ratings.
</FN>
</TABLE>

         For corporate debt securities that do not pay interest in U.S. dollars,
the company sponsor will contact Moody's to obtain the applicable currency
conversion rates.

                  (ii) Preferred stock: The Moody's Discount Factor for taxable
         preferred stock shall be:

                        Aaa.............................. 150%
                        Aa............................... 155%
                        A................................ 160%
                        Baa.............................. 165%
                        Ba............................... 196%
                        B................................ 216%
                        Less than B or Not Rated......... 250%

         Preferred stock whose dividends are eligible for the dividends received
deduction under the Code ("DRD") will be assigned a different Moody's Discount
Factor. Investment grade DRDs will be given a 165% Moody's Discount Factor and
non-investment grade DRDs will receive a 216% Moody's Discount Factor.

                           (iii) Common stock:

     COMMON STOCKS               UTILITY         INDUSTRIAL        FINANCIAL
- ---------------------------      -------         ----------        ---------
7 week exposure period.....        170%             264%              241%

                           (iv) Convertible securities (including convertible
         preferreds):

         Equity- the convertibles is this group would have a delta that ranges
between 1-.8. For investment grade bonds the discount factor would be 195% and
for below investment grade securities the discount factor would be 229%.

         Total Return- the convertibles in this group would have a delta that
ranges between .8-.4. For investment grade bonds the discount factor would be
192% and for below investment grade securities the discount factor would be
226%.

         Yield Alternative- the convertibles in this group would have a delta
that ranges between .4-0. For this category the discount factors used are based
on Moody's rating for corporate debt securities table.

         Any unrated convertible bonds would receive a discount factor of 250%.


                                       -17-
<PAGE>

         Upon conversion to common stock, the discount factors applicable to
common stock in (iii) above will apply.

                  (v) Common Stock, Preferred Stock and Corporate Debt
         Securities of REITs:

                           (A) For corporate debt securities of REITs, apply the
                  Moody's Discount Factors in (i) above.

                           (B) For common stock and preferred stock of REITs,
                  the Moody's Discount Factor shall be the percentage specified
                  in the table set forth below:

                                                                    MOODY'S
                                                               DISCOUNT FACTOR
                                                               ---------------

common stock of REITs.......................................         154%
preferred stock of REITs
   with a Moody's S&P or Fitch rating (including a
      Senior Implied Rating):...............................         154%
   without a Moody's S&P or Fitch rating (including a
      Senior Implied Rating):...............................         208%

                           (C) Notwithstanding the above, a Moody's Discount
                  Factor of 250% will be applied: (1) to those assets in a
                  single NAREIT industry category/sector which exceed 30% of
                  Moody's Eligible Assets but are not greater than 35% of
                  Moody's Eligible Assets; (2) if dividends on such securities
                  have not been paid consistently (either quarterly or annually)
                  over the previous three years, or for such shorter time period
                  that such securities have been outstanding; or (3) if the
                  market capitalization (including common stock and preferred
                  stock) of an issuer is below $500 million.

                  (vi) Short-Term Instruments: The Moody's Discount Factor
         applied to short-term portfolio securities, including without
         limitation corporate debt securities and Short Term Money Market
         Instruments will be (A) 100%, so long as such portfolio securities
         mature or have a demand feature at par exercisable within the Moody's
         Exposure Period; (B) 115%, so long as such portfolio securities do not
         mature within the Moody's Exposure Period or have a demand feature at
         par not exercisable within the Moody's Exposure Period; and (C) 125%,
         if such securities are not rated by Moody's, so long as such portfolio
         securities are rated at least A-1+/AA or SP-1+/AA by S&P and mature or
         have a demand feature at par exercisable within the Moody's Exposure
         Period. A Moody's Discount Factor of 100% will be applied to cash.


                                       -19-
<PAGE>

                  (vii) U.S. Government Securities and U.S. Treasury Strips:

<TABLE>
<CAPTION>
                                                                    U.S. GOVERNMENT        U.S. TREASURY
                                                                  SECURITIES DISCOUNT     STRIPS DISCOUNT
          REMAINING TERM TO MATURITY                                    FACTOR                FACTOR
- ---------------------------------------------------------         -------------------     ---------------

<C>                                                                      <C>                   <C>
1 year or less...........................................                107%                  107%
2 years or less (but longer than 1 year).................                113                   115
3 years or less (but longer than 2 years)................                118                   121
4 years or less (but longer than 3 years)................                123                   128
5 years or less (but longer than 4 years)................                128                   135
7 years or less (but longer than 5 years)................                135                   147
10 years or less (but longer than 7 years)...............                141                   163
15 years or less (but longer than 10 years)..............                146                   191
20 years or less (but longer than 15 years)..............                154                   218
30 years or less (but longer than 20 years)..............                154                   244
</TABLE>

                  (viii) Sovereign debt securities: The Moody's Discount Factor
         for sovereign debt securities of qualified sovereign nations shall be
         250% if such obligation is denominated in U.S. dollars or Euros. If the
         obligation is denominated in a currency other than U.S. dollars or
         Euros, the Moody's Discount Factor above will be adjusted by a factor
         as determined in writing by Moody's.

                  (ix) Rule 144A Securities: The Moody's Discount Factor applied
         to Rule 144A Securities for Rule 144A Securities whose terms include
         rights to registration under the Securities Act within one year and
         Rule 144A Securities which do not have registration rights within one
         year will be 120% and 130%, respectively, of the Moody's Discount
         Factor which would apply were the securities registered under the
         Securities Act.

                  (x) Bank Loans: The Moody's Discount Factor applied to senior
         Bank Loans ("Senior Loans") shall be the percentage specified in
         accordance with the table set forth below (or such lower percentage as
         Moody's may approve in writing from time to time):

<TABLE>
<CAPTION>
                                                                        MOODY'S RATING CATEGORY
                                                     -------------------------------------------------------------------
                                                                                                          CAA AND BELOW
                                                                                                            (INCLUDING
                                                                                                          DISTRESSED AND
              TYPE OF LOAN                           AAA-A          BAA AND BA(1)           B(1)             UNRATED)(1)
- ---------------------------------------------        -----          -------------           ----          --------------

<S><C>                                                <C>                <C>                <C>                 <C>
Senior Loans greater than $250 MM............         118%               136%               149%                250%
non-Senior Loans greater than $250 MM........         128%               146%               159%                250%
loans less than $250 MM......................         138%               156%               169%                270%

<FN>
- ------------------
(1)     If a Senior Loan is not rated by any of Moody's, S&P or Fitch Ratings,
        the Company will use the applicable percentage set forth under the
        column entitled "Caa and below (including distressed and unrated)" in
        the table above. Ratings assigned the S&P and/or Fitch are generally
        accepted by Moody's at face value. However, adjustments to face value
        may be made to particular categories of securities for which the ratings
        by S&P and/or Fitch do not seem to approximate a Moody's rating
        equivalent. Split rated securities assigned by S&P and Fitch (i.e.,
        these rating agencies assign different rating categories to the
        security) will be accepted at the lower of the two ratings; provided
        however, that, in a situation where a security is rated "B" (or
        equivalent) by a given rating agency and rated "Ccc" (or equivalent) by
        another rating agency, the Company will use the applicable percentage
        set forth under the column entitled "B" in the table above.
</FN>
</TABLE>


                                       -19-
<PAGE>

                  (xi) Master Limited Partnership (MLP) Securities: The Moody's
         Discount Factor applied to MLP Securities shall be applied in
         accordance with the table set forth below:.

                       MLP SECTOR<f1><f2>                       DISCOUNT FACTOR
                  -----------------------------------------------------------
                  Large-cap MLPs                                    170%
                  -----------------------------------------------------------
                  Mid and Small-cap MLPs
                       Natural Resources (Oil, Gas, Energy)         292%
                       Coal and Minerals                            301%
                       Mortgage Real Estate                         291%
                       Income Real Estate                           302%
                       Miscellaneous                                342%
                  -----------------------------------------------------------

- --------------------
<f1> Restricted MLPs will be increased by 120%.
<f2> Privately held MLPs, the securities of which are, by their terms,
     non-transferrable, will receive no credit.

         e. "MOODY'S ELIGIBLE ASSETS" means:

                  (i) cash (including interest and dividends due on assets rated
         (A) Baa3 or higher by Moody's if the payment date is within five
         Business Days of the Valuation Date, (B) A2 or higher if the payment
         date is within thirty days of the Valuation Date, and (C) A1 or higher
         if the payment date is within the Moody's Exposure Period) and
         receivables for Moody's Eligible Assets sold if the receivable is due
         within five Business Days of the Valuation Date, and if the trades
         which generated such receivables are (A) settled through clearing house
         firms or (B) (1) with counterparties having a Moody's long-term debt
         rating of at least Baa3 or (2) with counterparties having a Moody's
         Short Term Money Market Instrument rating of at least P-1;

                  (ii) Short Term Money Market Instruments so long as (A) such
         securities are rated at least P-1, (B) in the case of demand deposits,
         time deposits and overnight funds, the supporting entity is rated at
         least A2, or (C) in all other cases, the supporting entity (1) is rated
         A2 and the security matures within one month, (2) is rated A1 and the
         security matures within three months or (3) is rated at least Aa3 and
         the security matures within six months; provided, however, that for
         purposes of this definition, such instruments (other than commercial
         paper rated by S&P and not rated by Moody's) need not meet any
         otherwise applicable S&P rating criteria;

                  (iii) U.S. Government Securities and U.S. Treasury Strips;

                  (iv) Rule 144A Securities;

                  (v) Senior Loans and other Bank Loans approved by Moody's;

                  (vi) corporate debt securities if (A) such securities are
         rated B3or higher by Moody's; (B) such securities provide for the
         periodic payment of interest in cash in U.S. dollars or euros, except
         that such securities that do not pay interest in U.S. dollars or euros
         shall be considered Moody's Eligible Assets if they are rated by
         Moody's or S&P or Fitch; (C) for securities which provide for
         conversion or exchange into equity capital at some time over their
         lives, the issuer must be rated at least B3 by Moody's and the discount
         factor will be 250%; (D) for debt securities rated Ba1 and below, no
         more than 10% of the original amount of such issue may constitute
         Moody's Eligible Assets; (E) such securities have been registered under
         the Securities Act of 1933, as amended ("Securities Act") or are
         restricted as to resale under federal securities laws but are eligible
         for resale pursuant to Rule 144A under the Securities Act as determined
         by the Company's investment manager or portfolio manager acting
         pursuant to procedures approved by the Board of Directors, except that
         such securities that are not subject to


                                       -20-
<PAGE>

         U.S. federal securities laws shall be considered Moody's Eligible
         Assets if they are publicly traded; and (F) such securities are not
         subject to extended settlement.

                  Notwithstanding the foregoing limitations, (x) corporate debt
         securities not rated at least B3 by Moody's or not rated by Moody's
         shall be considered to be Moody's Eligible Assets only to the extent
         the Market Value of such corporate debt securities does not exceed 10%
         of the aggregate Market Value of all Moody's Eligible Assets; provided,
         however, that if the Market Value of such corporate debt securities
         exceeds 10% of the aggregate Market Value of all Moody's Eligible
         Assets, a portion of such corporate debt securities (selected by the
         Company) shall not be considered Moody's Eligible Assets, so that the
         Market Value of such corporate debt securities (excluding such portion)
         does not exceed 10% of the aggregate Market Value of all Moody's
         Eligible Assets; and (y) corporate debt securities rated by neither
         Moody's nor S&P nor Fitch shall be considered to be Moody's Eligible
         Assets only to the extent such securities are issued by entities which
         (i) have not filed for bankruptcy within the past three years, (ii) are
         current on all principal and interest in their fixed income
         obligations, (iii) are current on all preferred stock dividends, and
         (iv) possess a current, unqualified auditor's report without qualified,
         explanatory language.

                  (vii) preferred stocks if (A) dividends on such preferred
         stock are cumulative, or if non-cumulative the Discount Factor should
         be amplified by a factor of 1.10x Moody's listed Discount Factor (B)
         such securities provide for the periodic payment of dividends thereon
         in cash in U.S. dollars or euros and do not provide for conversion or
         exchange into, or have warrants attached entitling the holder to
         receive, equity capital at any time over the respective lives of such
         securities, (C) the issuer of such a preferred stock has common stock
         listed on either the New York Stock Exchange or the American Stock
         Exchange, (D) if such security consists of $1,000 par bonds that tend
         to trade over-the-counter, (E) the issuer of such a preferred stock has
         a senior debt rating from Moody's of Baa1 or higher or a preferred
         stock rating from Moody's of Baa3 or higher and (F) such preferred
         stock has paid consistent cash dividends in U.S. dollars or euros over
         the last three years or has a minimum rating of A1 (if the issuer of
         such preferred stock has other preferred issues outstanding that have
         been paying dividends consistently for the last three years, then a
         preferred stock without such a dividend history would also be
         eligible). In addition, the preferred stocks must have the
         diversification requirements set forth in the table below and the
         preferred stock issue must be greater than $50 million;

                  (viii) common stocks (i) which (A) are traded on a nationally
         recognized stock exchange (as approved by Moody's) or in the
         over-the-counter market, (B) if cash dividend paying, pay cash
         dividends in US dollars and (C) may be sold without restriction by the
         Company; provided, however, that (y) common stock which, while a
         Moody's Eligible Asset owned by the Company, ceases paying any regular
         cash dividend will no longer be considered a Moody's Eligible Asset
         until 71 days after the date of the announcement of such cessation,
         unless the issuer of the common stock has senior debt securities rated
         at least A3 by Moody's and (z) the aggregate Market Value of the
         Company's holdings of the common stock of any issuer in excess of 4% in
         the case of utility common stock and 6% in the case of non-utility
         common stock of the aggregate Market Value of the Company's holdings
         shall not be Moody's Eligible Assets, (ii) which are securities
         denominated in any currency other than the US dollar or securities of
         issuers formed under the laws of jurisdictions other than the United
         States, its states and the District of Columbia for which there are
         dollar-denominated American Depository Receipts ("ADRs") or their
         equivalents which are traded in the United States on exchanges or
         over-the-counter and are issued by banks formed under the laws of the
         United States, its states or the District of Columbia or (iii) which
         are securities of issuers formed under the laws of jurisdictions other
         than the United States (and in existence for at least five years) for
         which no ADRs are


                                       -21-
<PAGE>

         traded; provided, however, that the aggregate Market Value of the
         Company's holdings of securities denominated in currencies other than
         the US dollar and ADRs in excess of (A) 6% of the aggregate Market
         Value of the Outstanding shares of common stock of such issuer thereof
         or (B) 10% of the Market Value of the Company's Moody's Eligible Assets
         with respect to issuers formed under the laws of any single such
         non-U.S. jurisdiction other than Australia, Belgium, Canada, Denmark,
         Finland, France, Germany, Ireland, Italy, Japan, the Netherlands, New
         Zealand, Norway, Spain, Sweden, Switzerland and the United Kingdom,
         shall not be a Moody's Eligible Asset;

                  (ix) sovereign debt securities. Debt securities of non-U.S.
         sovereign nations if they are obligations of qualified sovereign
         nations provided in writing by Moody's.

                  (x) interest rate swaps if: (A) the aggregate notional amount
         of interest rate swaps will not exceed the aggregate principal amount
         of outstanding Tortoise Notes issued by the Company; (B) the
         counterparties to interest rate swaps will not have senior unsecured
         ratings which are below Moody's A3. In connection with interest rate
         swaps, the Company will provide to Moody's full disclosure of ISDA
         agreements with all companion credit annexes enumerating termination
         events along with terms of the interest rate swaps shall be provided to
         Moody's within a reasonable time frame prior to entering into the
         interest rate swap arrangement and all assignments and amendments will
         be disclosed by the Company in writing to Moody's.

                  The Tortoise Notes Basic Maintenance Certificate shall include
         the following information about each interest rate swap held by the
         Company: (A) term; (B) variation margin; (C) name of counterparty; and
         (D) termination value. The variation margin and termination value of
         interest rate swaps will be factored into the Tortoise Notes Basic
         Maintenance Amount test as follows: (A) the weekly variation margin of
         swap when positive will count as Moody's Eligible Assets and will be by
         discounted by the Moody's Discount Factor for corporate debt securities
         in C.(i) above based on the ratings of the interest rate swap
         counterparties; (B) the weekly negative variation margin of an interest
         rate swap will be deducted from aggregate Moody's Eligible Assets; (C)
         all segregated assets in connection with interest rate swaps will not
         be considered Moody's Eligible Assets; (D) the market value of an
         interest rate swap, when negative, will not count as a Moody's Eligible
         Asset; and (E) the termination value of an interest rate swap will be
         deemed to be a current liability for purposes of calculating the
         Tortoise Notes Basic Maintenance Amount.

                  (xi) financial contracts, as such term is defined in Section
         3(c)(2)(B)(ii) of the Investment Company Act of 1940, as amended, not
         otherwise provided for in this definition but only upon receipt by the
         Company of a letter from Moody's specifying any conditions on including
         such financial contract in Moody's Eligible Assets and assuring the
         Company that including such financial contract in the manner so
         specified would not affect the credit rating assigned by Moody's to the
         Tortoise Notes.

                  Additionally, in order to merit consideration as an eligible
         asset, securities should be issued by entities which:

                           (A) have not filed for bankruptcy with the past
                  years;

                           (B) are current on all principle and interest in
                  their fixed income obligations;

                           (C) are current on all preferred stock dividends;


                                       -22-
<PAGE>

                           (D) possess a current, unqualified auditor's report
                  without qualified, explanatory language.

         In addition, portfolio holdings (except common stock) as described
above must be within the following diversification and issue size requirements
in order to be included in Moody's Eligible Assets:

<TABLE>
<CAPTION>
                                                    MAXIMUM        MAXIMUM            MINIMUM
                                                    SINGLE          SINGLE         ISSUE SIZE ($
                             RATINGS(1)          ISSUER(2)(3)   INDUSTRY(3)(4)  ($ IN MILLION)(5)
                             ----------          ------------   --------------  -----------------

<S>                                                  <C>            <C>               <C>
Aaa.........................................         100%           100%              $100
Aa..........................................          20             60                100
A  .........................................          10             40                100
Baa.........................................           6             20                100
Ba..........................................           4             12                 50(6)
B1-B2.......................................           3              8                 50(6)
B3 or below.................................           2              5                 50(6)

<FN>
- ------------------
(1)      Refers to the preferred stock and senior debt rating of the portfolio
         holding.
(2)      Companies subject to common ownership of 25% or more are considered as
         one issuer.
(3)      Percentages represent a portion of the aggregate Market Value of
         corporate debt securities.
(4)      Industries are determined according to Moody's Industry
         Classifications, as defined herein.
(5)      Except for preferred stock, which has a minimum issue size of $50
         million.
(6)      Portfolio holdings from issues ranging from $50 million to $100 million
         and are limited to 20% of the Company's total assets.
</FN>
</TABLE>

         Portfolio holdings that are common stock as described above must be
within the following diversification and issue size requirements in order to be
included in Moody's Eligible Assets:

<TABLE>
<CAPTION>
                                            MAXIMUM SINGLE        MAXIMUM SINGLE        MAXIMUM SINGLE
      INDUSTRY CATEGORY                      ISSUER (%)(1)        INDUSTRY (%)(1)         STATE (%)(1)
      -----------------                      -------------        ---------------         ------------

<S>                                                <C>                  <C>                    <C>
Utility............................                4                    50                     7(2)
Industrial.........................                4                    45                     7
Financial..........................                5                    40                     6
Other..............................                6                    20                   N/A

<FN>
- ------------------
(1)     Percentages represent both a portion of the aggregate market value and
        the number of outstanding shares of the common stock portfolio.
(2)     Utility companies operating in more than one state should be diversified
        according to the State of incorporation.
</FN>
</TABLE>

         Where the Company sells an asset and agrees to repurchase such asset in
the future, the Discounted Value of such asset will constitute a Moody's
Eligible Asset and the amount the Company is required to pay upon repurchase of
such asset will count as a liability for the purposes of the Preferred Shares
Basic Maintenance Amount. Where the Company purchases an asset and agrees to
sell it to a third party in the future, cash receivable by the Company thereby
will constitute a Moody's Eligible Asset if the long-term debt of such other
party is rated at least A2 by Moody's and such agreement has a term of 30 days
or less; otherwise the Discounted Value of such purchased asset will constitute
a Moody's Eligible Asset. For the purposes of calculation of Moody's Eligible
Assets, portfolio securities which have been called for


                                       -23-
<PAGE>

redemption by the issuer thereof shall be valued at the lower of Market Value or
the call price of such portfolio securities.

         Notwithstanding the foregoing, an asset will not be considered a
Moody's Eligible Asset to the extent that it (i) has been irrevocably deposited
for the payment of (i)(A) through (i)(E) under the definition of Tortoise Notes
Basic Maintenance Amount or to the extent it is subject to any liens, as well as
segregated assets, except for (A) liens which are being contested in good faith
by appropriate proceedings and which Moody's has indicated to the Company will
not affect the status of such asset as a Moody's Eligible Asset, (B) liens for
taxes that are not then due and payable or that can be paid thereafter without
penalty, (C) liens to secure payment for services rendered or cash advanced to
the Company by its investment manager or portfolio manager, the Company's
custodian, transfer agent or registrar or the Auction Agent and (D) liens
arising by virtue of any repurchase agreement, or (ii) has been segregated
against obligations of the Company in connection with an outstanding derivative
transaction.

                           (xii) Master Limited Partnership (MLP) Securities,
         which shall include the following securities, restricted or
         unrestricted, issued by an MLP or an affiliate of an MLP: (1) common
         units, (2) convertible subordinated units, (3) I-Shares, (4) I-units
         and (5) debt securities.

         f. "MOODY'S EXPOSURE PERIOD" means the period commencing on a given
Valuation Date and ending 49 days thereafter.

         g. "MOODY'S HEDGING TRANSACTIONS" means purchases or sales of
exchange-traded financial futures contracts based on any index approved by
Moody's or Treasury Bonds, and purchases, writings or sales of exchange-traded
put options on such financial futures contracts, any index approved by Moody's
or Treasury Bonds, and purchases, writings or sales of exchange-traded call
options on such financial futures contracts, any index approved by Moody's or
Treasury Bonds, subject to the following limitations:

                  (i) the Company will not engage in any Moody's Hedging
         Transaction based on any index approved by Moody's (other than
         transactions that terminate a future contract or option held by the
         Company by the Company's taking the opposite position thereto ("Closing
         Transaction")) that would cause the Company at the time of such
         transaction to own or have sold:

                           (A) Outstanding financial futures contracts based on
                  such index exceeding in number 10% of the average number of
                  daily traded financial futures contracts based on such index
                  in the 30 days preceding the time of effecting such
                  transaction as reported by The Wall Street Journal; or

                           (B) Outstanding financial futures contracts based on
                  any index approved by Moody's having a Market Value exceeding
                  50% of the Market Value of all portfolio securities of the
                  Company constituting Moody's Eligible Assets owned by the
                  Company;

                  (ii) The Company will not engage in any Moody's Hedging
         Transaction based on Treasury Bonds (other than (Closing Transactions))
         that would cause the Company at the time of such transaction to own or
         have sold:

                           (A) Outstanding financial futures contracts based on
                  Treasury Bonds with such contracts having an aggregate


                                       -24-
<PAGE>

                  Market Value exceeding 20% of the aggregate Market Value of
                  Moody's Eligible Assets owned by the Company and rated Aa by
                  Moody's (or, if not rated by Moody's but rated by S&P, rated
                  AA by S&P and Fitch); or

                           (B) Outstanding financial futures contracts based on
                  Treasury Bonds with such contracts having an aggregate Market
                  Value exceeding 50% of the aggregate Market Value of all
                  portfolio securities of the Company constituting Moody's
                  Eligible Assets owned by the Company (other than Moody's
                  Eligible Assets already subject to a Moody's Hedging
                  Transaction) and rated Baa or A by Moody's (or, if not rated
                  by Moody's but rated by S&P, rated BBB or A by S&P or Fitch);

                  (iii) The Company will engage in (Closing Transaction) to
         close out any outstanding financial futures contract based on any index
         approved by Moody's if the amount of open interest in such index as
         reported by The Wall Street Journal is less than an amount to be
         mutually determined by Moody's and the Company;

                  (iv) The Company will engage in a (Closing Transaction) to
         close out any outstanding financial futures contract by no later than
         the fifth Business Day of the month in which such contract expires and
         will engage in a (Closing Transaction) to close out any outstanding
         option on a financial futures contract by no later than the first
         Business Day of the month in which such option expires;

                  (v) The Company will engage in Moody's Hedging Transactions
         only with respect to financial futures contracts or options thereon
         having the next settlement date or the settlement date immediately
         thereafter;

                  (vi) The Company (A) will not engage in options, including
         caps and floors, and futures transactions for leveraging or speculative
         purposes, except that an option or futures transaction shall not for
         these purposes be considered a leveraged position or speculative and
         (B) will not write any call options or sell any financial futures
         contracts for the purpose of hedging the anticipated purchase of an
         asset prior to completion of such purchase; and

                  (vii) The Company will not enter into an option or futures
         transaction unless, after giving effect thereto, the Company would
         continue to have Moody's Eligible Assets with an aggregate Discounted
         Value equal to or greater than the Tortoise Notes Basic Maintenance
         Amount.

                  h. "MOODY'S INDUSTRY CLASSIFICATIONS" means, for the purposes
of determining Moody's Eligible Assets, each of the following industry
classifications (or such other classifications as Moody's may from time to time
approve for application to the Tortoise Notes).

                  (i) Aerospace and Defense: Major Contractor, Subsystems,
         Research, Aircraft Manufacturing, Arms, Ammunition.

                  (ii) Automobile: Automobile Equipment, Auto-Manufacturing,
         Auto Parts Manufacturing, Personal Use Trailers, Motor Homes, Dealers.

                  (iii) Banking: Bank Holding, Savings and Loans, Consumer
         Credit, Small Loan, Agency, Factoring, Receivables.

                  (iv) Beverage, Food and Tobacco: Beer and Ale, Distillers,
         Wines and Liquors, Distributors, Soft Drink Syrup, Bottlers, Bakery,
         Mill Sugar, Canned Foods, Corn


                                       -25-
<PAGE>

         Refiners, Dairy Products, Meat Products, Poultry Products, Snacks,
         Packaged Foods, Distributors, Candy, Gum, Seafood, Frozen Food,
         Cigarettes, Cigars, Leaf/Snuff, Vegetable Oil.

                  (v) Buildings and Real Estate: Brick, Cement, Climate
         Controls, Contracting, Engineering, Construction, Hardware, Forest
         Products (building-related only), Plumbing, Roofing, Wallboard, Real
         Estate, Real Estate Development, REITs, Land Development.

                  (vi) Chemicals, Plastics and Rubber: Chemicals
         (non-agricultural), Industrial Gases, Sulphur, Plastics, Plastic
         Products, Abrasives, Coatings, Paints, Varnish, Fabricating Containers.

                  (vii) Packaging and Glass: Glass, Fiberglass, Containers made
         of: Glass, Metal, Paper, Plastic, Wood or Fiberglass.

                  (viii) Personal and Non-Durable Consumer Products
         (Manufacturing Only): Soaps, Perfumes, Cosmetics, Toiletries, Cleaning
         Supplies, School Supplies.

                  (ix) Diversified/Conglomerate Manufacturing.

                  (x) Diversified/Conglomerate Service.

                  (xi) Diversified Natural Resources, Precious Metals and
         Minerals: Fabricating, Distribution.

                  (xii) Ecological: Pollution Control, Waste Removal, Waste
         Treatment and Waste Disposal.

                  (xiii) Electronics: Computer Hardware, Electric Equipment,
         Components, Controllers, Motors, Household Appliances, Information
         Service Communication Systems, Radios, TVs, Tape Machines, Speakers,
         Printers, Drivers, Technology.

                  (xiv) Finance: Investment Brokerage, Leasing, Syndication,
         Securities.

                  (xv) Farming and Agriculture: Livestock, Grains, Produce,
         Agriculture Chemicals, Agricultural Equipment, Fertilizers.

                  (xvi) Grocery: Grocery Stores, Convenience Food Stores.

                  (xvii) Healthcare, Education and Childcare: Ethical Drugs,
         Proprietary Drugs, Research, Health Care Centers, Nursing Homes, HMOs,
         Hospitals, Hospital Supplies, Medical Equipment.

                  (xviii) Home and Office Furnishings, Housewares, and Durable
         Consumer Products: Carpets, Floor Coverings, Furniture, Cooking,
         Ranges.

                  (xix) Hotels, Motels, Inns and Gaming.

                  (xx) Insurance: Life, Property and Casualty, Broker, Agent,
         Surety.

                  (xxi) Leisure, Amusement, Motion Pictures, Entertainment:
         Boating, Bowling, Billiards, Musical Instruments, Fishing, Photo
         Equipment, Records, Tapes, Sports,


                                       -26-
<PAGE>

         Outdoor Equipment (Camping), Tourism, Resorts, Games, Toy
         Manufacturing, Motion Picture Production Theaters, Motion Picture
         Distribution.

                  (xxii) Machinery (Non-Agricultural, Non-Construction,
         Non-Electronic): Industrial, Machine Tools, Steam Generators.

                  (xxiii) Mining, Steel, Iron and Non-Precious Metals: Coal,
         Copper, Lead, Uranium, Zinc, Aluminum, Stainless Steel, Integrated
         Steel, Ore Production, Refractories, Steel Mill Machinery, Mini-Mills,
         Fabricating, Distribution and Sales of the foregoing.

                  (xxiv) Oil and Gas: Crude Producer, Retailer, Well Supply,
         Service and Drilling.

                  (xxv) Printing, Publishing, and Broadcasting: Graphic Arts,
         Paper, Paper Products, Business Forms, Magazines, Books, Periodicals,
         Newspapers, Textbooks, Radio, T.V., Cable Broadcasting Equipment.

                  (xxvi) Cargo Transport: Rail, Shipping, Railroads, Rail-car
         Builders, Ship Builders, Containers, Container Builders, Parts,
         Overnight Mail, Trucking, Truck Manufacturing, Trailer Manufacturing,
         Air Cargo, Transport.

                  (xxvii) Retail Stores: Apparel, Toy, Variety, Drugs,
         Department, Mail Order Catalog, Showroom.

                  (xxviii) Telecommunications: Local, Long Distance,
         Independent, Telephone, Telegraph, Satellite, Equipment, Research,
         Cellular.

                  (xxix) Textiles and Leather: Producer, Synthetic Fiber,
         Apparel Manufacturer, Leather Shoes.

                  (xxx) Personal Transportation: Air, Bus, Rail, Car Rental.

                  (xxxi) Utilities: Electric, Water, Hydro Power, Gas.

                  (xxxii) Diversified Sovereigns: Semi-sovereigns, Canadian
         Provinces, Supra-national Agencies.

                  The Company will use SIC codes in determining which industry
         classification is applicable to a particular investment in consultation
         with the Independent Accountant and Moody's, to the extent the Company
         considers necessary.

         i. "PERFORMING" means with respect to any asset, the issuer of such
investment is not in default of any payment obligations in respect thereof.

         j. "PRICING SERVICE" means any pricing service designated by the Board
of Directors of the Company and approved by Fitch or Moody's, as applicable, for
purposes of determining whether the Company has Eligible Assets with an
aggregate Discounted Value that equals or exceeds the Tortoise Notes Basic
Maintenance Amount.

         k. "SENIOR IMPLIED RATING" is an NRSRO's opinion of a corporate
family's ability to honor its financial obligations and is assigned by the NRSRO
to a corporate family as if it had: a single class of debt; or a single
consolidated legal entity structure.



                                       27
<PAGE>

         l. "SHORT-TERM MONEY MARKET INSTRUMENT" means the following types of
instruments if, on the date of purchase or other acquisition thereof by the
Company, the remaining term to maturity thereof is not in excess of 180 days:

                  (i) commercial paper rated A-1 if such commercial paper
         matures in 30 days or A-1+ if such commercial paper matures in over 30
         days;

                  (ii) demand or time deposits in, and banker's acceptances and
         certificates of deposit of (A) a depository institution or trust
         company incorporated under the laws of the United States of America or
         any state thereof or the District of Columbia or (B) a United States
         branch office or agency of a foreign depository institution (provided
         that such branch office or agency is subject to banking regulation
         under the laws of the United States, any state thereof or the District
         of Columbia);

                  (iii) overnight funds;

                  (iv) U.S. Government Securities; and

                  (v) Eurodollar demand or time deposits in, or certificates of
         deposit of, the head office or the London branch office of a depository
         institution or trust company if the certificates of deposit, if any,
         and the long-term unsecured debt obligations (other than such
         obligations the ratings of which are based on the credit of a person or
         entity other than such depository institution or trust company) of such
         depository institution or fund company that has (1) credit ratings on
         such Valuation Date of at least P-1 from Moody's and either F1+ from
         Fitch or A-1+ from S&P, in the case of commercial paper or certificates
         of deposit, and (2) credit ratings on each Valuation Date of at least
         Aa3 from Moody's and either AA- from Fitch or AA- from S&P, in the case
         of long-term unsecured debt obligations; provided, however, that in the
         case of any such investment that matures in no more than one Business
         Day from the date of purchase or other acquisition by the Company, all
         of the foregoing requirements shall be applicable except that the
         required long-term unsecured debt credit rating of such depository
         institution or trust company from Moody's, Fitch and S&P shall be at
         least A2, A and A, respectively; and provided further, however, that
         the foregoing credit rating requirements shall be deemed to be met with
         respect to a depository institution or trust company if (1) such
         depository institution or trust company is the principal depository
         institution in a holding company system, (2) the certificates of
         deposit, if any, of such depository institution or fund company are not
         rated on any Valuation Date below P-1 by Moody's, F1+ by Fitch or A-1+
         by S&P and there is no long-term rating, and (3) the holding company
         shall meet all of the foregoing credit rating requirements (including
         the preceding proviso in the case of investments that mature in no more
         than one Business Day from the date of purchase or other acquisition by
         the Company); and provided further, that the interest receivable by the
         Company shall not be subject to any withholding or similar taxes.

         m. "U.S. GOVERNMENT SECURITIES" mean securities that are direct
obligations of, and obligations the timely payment of principal and interest on
which is fully guaranteed by, the United States of America or any agency or
instrumentality of the United States of America, the obligations of which are
backed by the full faith and credit of the United States of America and in the
form of conventional bills, bonds and notes.

         n. "U.S. TREASURY SECURITIES" means direct obligations of the United
States Treasury that are entitled to the full faith and credit of the United
States.


                                       -28-
<PAGE>

         o. "U.S. TREASURY STRIPS" means securities based on U.S. Treasury
Securities created through the Separate Trading of Registered Interest and
Principal of Securities program.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>exe_061804.txt
<DESCRIPTION>EXHIBIT E
<TEXT>
                                                                       Exhibit E

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

             TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT PLAN

         Registered holders ("Common Shareholders") of common shares (the
"Common Shares") of Tortoise Energy Infrastructure Corporation (the "Company")
will automatically be enrolled (the "Participants") in its Dividend Reinvestment
Plan (the "Plan") and are advised as follows:

         1. THE PLAN AGENT. Computershare Investor Services, LLC (the "Agent")
will act as agent for each Participant. The Agent will open an account for each
Participant under the Plan in the same name in which his or her outstanding
Common Shares are registered.

         2. CASH OPTION. Pursuant to the Company's Plan, unless a holder of
Common Shares otherwise elects, all dividend and capital gains distributions
will be automatically reinvested by the Agent in additional Common Shares of the
Company. Common Shareholders who elect not to participate in the Plan will
receive all distributions in cash paid by check mailed directly to the
shareholder of record (or, if the shares are held in street or other nominee
name then to such nominee) by the Agent, as dividend paying agent. Such
participants may elect not to participate in the Plan and to receive all
distributions of dividends and capital gains in cash by sending written
instructions to the Agent, as dividend paying agent, at the address set forth
below. Please note that the Plan Agent may use an affiliated broker for trading
activity, relative to the Plan on behalf of Plan participants.

         3. MARKET PREMIUM ISSUANCES. If on the payment date for a Distribution,
the net asset value per Common Share is equal to or less than the market price
per Common Share plus estimated brokerage commissions, the Agent shall receive
newly issued Common Shares ("Additional Common Shares") from the Company for
each Participant's account. The number of Additional Common Shares to be
credited shall be determined by dividing the dollar amount of the Distribution
by the greater of (i) the net asset value per Common Share on the payment date,
or (ii) 95% of the market price per Common Share on the payment date.

         4. MARKET DISCOUNT PURCHASES. If the net asset value per Common Share
exceeds the market price plus estimated brokerage commissions on the payment
date for a Distribution, the Agent (or a broker-dealer selected by the Agent)
shall endeavor to apply the amount of such Distribution on each Participant's
Common Shares to purchase Common Shares on the open market. In the event of a
market discount on the payment date, the Agent will have until the last business
day before the next date on which the shares trade on an "ex-dividend" basis or
in no event more than 90 days after the dividend payment date (the "last
purchase date") to invest the dividend amount in shares acquired in open-market
purchases. It is contemplated that the Company will pay quarterly income
dividends. Therefore, the period during which open-market purchases can be made
will exist only from the payment date on the dividend through the date before
the next "ex-dividend" date. The weighted average price (including brokerage
commissions) of all Common Shares purchased by the Agent as Agent shall be the
price per Common Share allocable to each Participant. If, before the Agent has
completed its purchases, the market price plus estimated brokerage commissions
exceeds the net asset value of the Common Shares as of the payment date, the
purchase price paid by Agent may exceed the net asset value of the Common
Shares, resulting in the acquisition of fewer Common Shares than if

<PAGE>

such Distribution had been paid in Common Shares issued by the Company. Because
of the foregoing difficulty with respect to open-market purchases, the Plan
provides that if the Plan Agent is unable to invest the full dividend amount in
open-market purchases during the purchase period or if the market discount
shifts to a market premium during the purchase period, the Plan Agent may cease
making open-market purchases and may invest the uninvested portion of the
dividend amount in newly issued Common Shares at the net asset value per Common
Share at the close of business on the last purchase date. Participants should
note that they will not be able to instruct the Agent to purchase Common Shares
at a specific time or at a specific price. Open-market purchases may be made on
any securities exchange where Common Shares are traded, in the over-the-counter
market or in negotiated transactions, and may be on such terms as to price,
delivery and otherwise as the Agent shall determine. Each Participant's
uninvested funds held by the Agent will not bear interest. The Agent shall have
no liability in connection with any inability to purchase Common Shares within
the time provided, or with the timing of any purchases effected. The Agent shall
have no responsibility for the value of Common Shares acquired. The Agent may
commingle Participants' funds to be used for open-market purchases of Company
shares and the price per share allocable to each Participant in connection with
such purchases shall be the average price (including brokerage commissions and
other related costs) of all Company shares purchased by Agent.

         5. VALUATION. The market price of Common Shares on a particular date
shall be the last sales price on the securities exchange where the Common Shares
are listed on that date (the "Exchange"), or, if there is no sale on such
Exchange on that date, then the mean between the closing bid and asked
quotations on such Exchange on such date will be used. The net asset value per
Common Share on a particular date shall be the amount calculated on that date
(or if not calculated on such date, the amount most recently calculated) by or
on behalf of the Company in accordance with the then current Valuation
Procedures approved by the Board.

         6. TAXATION. The automatic reinvestment of Distributions does not
relieve Participants of any federal, state or local taxes which may be payable
(or required to be withheld on Distributions). Participants will receive tax
information annually for their personal records and to help them prepare their
federal income tax return. For further information as to tax consequences of
participation in the Plan, Participants should consult with their own tax
advisors.

         7. LIABILITY OF AGENT. The Agent shall at all times act in good faith
and agree to use its best efforts within reasonable limits to ensure the
accuracy of all services performed under this Agreement and to comply with
applicable law, but assumes no responsibility and shall not be liable for loss
or damage due to errors unless such error is caused by the Agent's negligence,
bad faith, or willful misconduct or that of its employees.

         8. RECORDKEEPING. The Agent may hold each Participant's Common Shares
acquired pursuant to the Plan together with the Common Shares of other Common
Shareholders of the Company acquired pursuant to the Plan in book entry form in
the Agent's name or that of the Agent's nominee. Each Participant will be sent a
statement by the Agent of each acquisition made for his or her account as soon
as practicable, but in no event later than 60 days, after the date thereof. Upon
a Participant's request, the Agent will deliver to the Participant, without
charge, a certificate or certificates for the full Common Shares. Although each
Participant may

                                       2

<PAGE>

from time to time have an undivided fractional interest in a Common Share of the
Company, no certificates for a fractional share will be issued. Similarly,
Participants may request to sell a portion of the Common Shares held by the
Agent in their Plan accounts by calling the Agent, writing to the Agent, or
completing and returning the transaction form attached to each Plan statement.
The Agent will sell such Common Shares through a broker-dealer selected by the
Agent within 5 business days of receipt of the request. The sale price will
equal the weighted average price of all Common Shares sold through the Plan on
the day of the sale, less fees. Participants should note that the Agent is
unable to accept instructions to sell on a specific date or at a specific price.
Any share dividends or split shares distributed by the Company on Common Shares
held by the Agent for Participants will be credited to their accounts. In the
event that the Company makes available to its Common Shareholders rights to
purchase additional Common Shares, the Common Shares held for each Participant
under the Plan will be added to other Common Shares held by the Participant in
calculating the number of rights to be issued to each Participant.

         9. PROXY MATERIALS. The Agent will forward to each Participant any
proxy solicitation material. The Agent will vote any Common Shares held for a
Participant first in accordance with the instructions set forth on proxies
returned by such Participant to the Company, and then with respect to any
proxies not returned by such Participant to the Company, in the same proportion
as the Agent votes the proxies returned by the Participants to the Company.

         10. FEES. The Agent's service fee for handling Distributions will be
paid by the Company. Each Participant will be charged his or her pro rata share
of brokerage commissions on all open-market purchases. If a Participant elects
to have the Agent sell part or all of his or her Common Shares and remit the
proceeds, such Participant will be charged a transaction fee of $15.00 plus
$0.10 per share.

         11. TERMINATION IN THE PLAN. Each registered Participant may terminate
his or her account under the Plan by notifying the Agent in writing at
Computershare Investors Services, LLC, P.O. Box 3309, Chicago, Illinois
60692-3309 or via fax at 312-601-4335. Such termination will be effective with
respect to a particular Distribution if the Participant's notice is received by
the Agent prior to such Distribution record date. The Plan may be terminated by
the Agent or the Company upon notice in writing mailed to each Participant at
least 60 days prior to the effective date of the termination. Upon any
termination, the Agent will cause a certificate or certificates to be issued for
the full shares held for each Participant under the Plan and cash adjustment for
any fraction of a Common Share at the then current market value of the Common
Shares to be delivered to him. If preferred, a Participant may request the sale
of all of the Common Shares held by the Agent in his or her Plan account in
order to terminate participation in the Plan. If any Participant elects in
advance of such termination to have Agent sell part or all of his shares, Agent
is authorized to deduct from the proceeds a $15.00 transaction fee plus a $0.10
fee per share for the transaction. If a Participant has terminated his or her
participation in the Plan but continues to have Common Shares registered in his
or her name, he or she may re-enroll in the Plan at any time by notifying the
Agent in writing at the address above.

         12. AMENDMENT OF THE PLAN. These terms and conditions may be amended by
the Agent or the Company at any time but, except when necessary or appropriate
to comply

                                       3

<PAGE>

with applicable law or the rules or policies of the Securities and Exchange
Commission or any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 30 days prior to the effective
date thereof. The amendment shall be deemed to be accepted by each Participant
unless, prior to the effective date thereof, the Agent receives notice of the
termination of the Participant's account under the Plan. Any such amendment may
include an appointment by the Agent of a successor Agent, subject to the prior
written approval of the successor Agent by the Company.

         13. APPLICABLE LAW. These terms and conditions shall be governed by the
laws of the State of Delaware.





                                    * * * * *

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>8
<FILENAME>exg-1_061804.txt
<DESCRIPTION>EXHIBIT G-1
<TEXT>
                                                                     EXHIBIT G.1

                          INVESTMENT ADVISORY AGREEMENT


         AGREEMENT made as of this 23rd day of February, 2004, by and between
Tortoise Energy Infrastructure 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").

         WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a closed-end, non-diversified management
investment company;

         WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment adviser and engages in
the business of acting as an investment adviser;

         WHEREAS, the Company and the Adviser desire to enter into an agreement
to provide for investment advisory services to the Company upon the terms and
conditions hereinafter set forth; and

         NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:

1.       APPOINTMENT OF ADVISER.
         -----------------------

         The Company appoints the Adviser to act as manager and investment
adviser to the Company for the period and on the terms herein set forth. The
Adviser accepts such appointment and agrees to render the services herein set
forth, for the compensation herein provided.

2.       DUTIES OF THE ADVISER.
         ----------------------

         Subject to the overall supervision and review of the Board of Directors
of the Company ("Board"), the Adviser will regularly provide the Company with
investment research, advice and supervision and will furnish continuously an
investment program for the Company, consistent with the investment objective and
policies of the Company. The Adviser will determine from time to time what
securities shall be purchased for the Company, what securities shall be held or
sold by the Company and what portion of the Company's assets shall be held
uninvested as cash, subject always to the provisions of the Company's Charter,
Bylaws and its registration statement under the 1940 Act and under the
Securities Act of 1933 covering the Company's shares, as filed with the
Securities and Exchange Commission (the "Commission"), and to the investment
objective, policies and restrictions of the Company, as each of the same shall
be from time to time in effect, and subject, further, to such policies and
instructions as the Board may from time to time establish. To carry out such
determinations, the Adviser will exercise full discretion and act for the
Company in the same manner and with the same force and effect as the Company
itself might or could do with respect to purchases, sales or other transactions,
as well as with

<PAGE>

respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.

3.       ADMINISTRATIVE DUTIES OF THE ADVISER.
         -------------------------------------

         The Adviser agrees to furnish office facilities and clerical and
administrative services necessary to the operation of the Company (other than
services provided by the Company's custodian, accounting agent, administrator,
dividend paying agent and other service providers). The Adviser is authorized to
conduct relations with custodians, depositaries, underwriters, brokers, dealers,
placement agents, banks, insurers, accountants, attorneys, pricing agents, and
other persons as may be deemed necessary or desirable. To the extent requested
by the Company, the Adviser shall (i) oversee the performance and fees of the
Company's service providers and make such reports and recommendations to the
Board of Directors concerning such matters as the parties deem desirable; (ii)
respond to inquiries and otherwise assist such service providers in the
preparation and filing of regulatory reports, proxy statements, shareholder
communications and the preparation of Board materials and reports; (iii)
establish and oversee the implementation of borrowing facilities or other forms
of leverage authorized by the Board; and (iv) supervise any other aspect of the
Company's administration as may be agreed upon by the Company and the Adviser.
The Company shall reimburse the Adviser or its affiliates for all out-of-pocket
expenses incurred in providing the services set forth in this Section 3.

4.       DELEGATION OF RESPONSIBILITIES.
         -------------------------------

         The Adviser is authorized to delegate any or all of its rights, duties
and obligations under this Agreement to one or more sub-advisers, and may enter
into agreements with sub-advisers, and may replace any such sub-advisers from
time to time in its discretion, in accordance with the 1940 Act, the Advisers
Act, and rules and regulations thereunder, as such statutes, rules and
regulations are amended from time to time or are interpreted from time to time
by the staff of the Commission, and if applicable, exemptive orders or similar
relief granted by the Commission and upon receipt of approval of such
sub-advisers by the Board and by shareholders (unless any such approval is not
required by such statutes, rules, regulations, interpretations, orders or
similar relief).

5.       INDEPENDENT CONTRACTORS.
         ------------------------

         The Adviser and any sub-advisers shall for all purposes herein be
deemed to be independent contractors and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Company in
any way or otherwise be deemed to be an agent of the Company.

6.       COMPLIANCE WITH APPLICABLE REQUIREMENTS.
         ----------------------------------------

         In carrying out its obligations under this Agreement, the Adviser shall
at all times conform to:

         a.       all applicable provisions of the 1940 Act and the Advisers Act
                  and any rules and regulations adopted thereunder;


                                       2
<PAGE>

         b.       the provisions of the registration statement of the Company,
                  as the same may be amended from time to time under the 1940
                  Act;

         c.       the provisions of the Prospectus, including without
                  limitation, the investment objective;

         d.       the provisions of the Company's Articles of Incorporation, as
                  the same may be amended from time to time;

         e.       the provisions of the Bylaws of the Company, as the same may
                  be amended from time to time;

         f.       all policies, procedures and directives adopted by the Board;
                  and

         g.       any other applicable provisions of state, federal or foreign
                  law.

7.       BROKERAGE.
         ----------

         The Adviser is responsible for decisions to buy and sell securities for
the Company, broker-dealer selection, and negotiation of brokerage commission
rates. The Adviser's primary consideration in effecting a security transaction
will be to obtain the best execution. In selecting a broker-dealer to execute
each particular transaction, the Adviser will take the following into
consideration: the best net price available; the reliability, integrity and
financial condition of the broker-dealer; the size of and the difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the investment performance of the Company on a continuing
basis. Accordingly, the price to the Company in any transaction may be less
favorable than that available from another broker-dealer if the difference is
reasonably justified by other aspects of the execution services offered.

         Subject to such policies as the Board may from time to time determine,
the Adviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of its having
caused the Company to pay a broker or dealer that provides brokerage and
research services to the Adviser an amount of commission for effecting a Company
investment transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if the Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Company and to other
clients of the Adviser as to which the Adviser exercises investment discretion.
The Adviser is further authorized to allocate the orders placed by it on behalf
of the Company to such brokers and dealers who also provide research or
statistical material or other services to the Company, the Adviser or to any
sub-adviser. Such allocation shall be in such amounts and proportions as the
Adviser shall determine and the Adviser will report on said allocations
regularly to the Board indicating the brokers to whom such allocations have been
made and the basis therefor.


                                       3
<PAGE>

8.       BOOKS AND RECORDS.
         ------------------

         The Adviser will maintain complete and accurate records in respect of
all transactions relating to the Company's portfolio. The Adviser will keep or
will cause to be kept records in respect of all such portfolio transactions
executed on behalf of the Company. To the extent permitted by applicable law,
the Adviser shall provide access to its books and records relating to the
Company as the Company may reasonably request. The Adviser shall have access at
all reasonable times to books and records maintained for the Company to the
extent necessary for the Adviser to comply with all applicable securities or
other laws to which it is subject, and further provided that the Company shall
produce copies of such records and books whenever reasonably required to do so
by the Adviser for the purpose of legal proceedings or dealings with any
governmental or regulatory authorities or for its internal compliance
procedures.

9.       COMPENSATION.
         -------------

         For the services, payments and facilities to be furnished hereunder by
the Adviser, the Adviser shall be entitled to receive from the Company
compensation in an amount equal to .95% annually of the average monthly managed
assets of the Company. "Managed assets" means the total assets of the Company
(including any assets attributable to any leverage that may be outstanding)
minus the sum of accrued liabilities (other than deferred taxes or debt
representing financial leverage). Accrued liabilities are expenses incurred in
the normal course of the Company's operations.

         Such compensation shall be calculated and accrued monthly and paid
quarterly within five (5) days of the end of each calendar quarter. The
Company's net assets shall be computed in accordance with the Articles of
Incorporation of the Company and any applicable policies and determinations of
the Board of Directors. The parties do hereby expressly authorize and instruct
the Company's Administrator, U.S. Bancorp Fund Services LLC, or its successors,
to calculate the fee payable hereunder and to remit all payments specified
herein to the Adviser.

         In case of initiation or termination of the Agreement during any month,
the fee for that month shall be reduced proportionately on the basis of the
number of calendar days during which the Agreement is in effect and the fee
shall be computed upon the basis of the average gross assets for the business
days the Agreement is so in effect for that month.

         The Adviser may, from time to time, waive all or a part of the above
compensation.

10.      EXPENSES OF THE ADVISER.
         ------------------------

         It is understood that the Company will pay all expenses other than
those expressly stated to be payable by the Adviser hereunder, which expenses
payable by the Company shall include, without implied limitation, (i) expenses
of maintaining the Company and continuing its existence, (ii) registration of
the Company under the 1940 Act, (iii) commissions, spreads, fees and other
expenses connected with the acquisition, holding and disposition of securities
and other investments including placement and similar fees in connection with
direct placements entered into on behalf of the Company, (iv) auditing,
accounting and legal expenses, (v) taxes and interest, (vi) governmental fees,
(vii) expenses of listing shares of the Company with a stock exchange, and
expenses of issue, sale, repurchase and redemption (if any) of interests in the


                                       4
<PAGE>

Company, including expenses of conducting tender offers for the purpose of
repurchasing Company interests, (viii) expenses of registering and qualifying
the Company and its shares under federal and state securities laws and of
preparing and filing registration statements and amendments for such purposes,
(ix) expenses of reports and notices to shareholders and of meetings of
shareholders and proxy solicitations therefor, (x) expenses of reports to
governmental officers and commissions, (xi) insurance expenses, (xii)
association membership dues, (xiii) fees, expenses and disbursements of
custodians and subcustodians for all services to the Company (including without
limitation safekeeping of funds, securities and other investments, keeping of
books, accounts and records, and determination of net asset values), (xiv) fees,
expenses and disbursements of transfer agents, dividend disbursing agents,
shareholder servicing agents and registrars for all services to the Company,
(xv) compensation and expenses of directors of the Company who are not members
of the Adviser's organization, (xvi) pricing and valuation services employed by
the Company, (xvii) all expenses incurred in connection with leveraging of the
Company's assets through a line of credit, or issuing and maintaining preferred
shares, (xviii) all expenses incurred in connection with the organization of the
Company and the initial pubic offering of common shares, and (xix) such
non-recurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of the Company to
indemnify its directors, officers and shareholders with respect thereto.

11.      NON-EXCLUSIVITY.
         ----------------

         The Company understands that the persons employed by the Adviser to
assist in the performance of the Adviser's duties under this Agreement will not
devote their full time to such service and nothing contained in this Agreement
shall be deemed to limit or restrict the right of the Adviser or any affiliate
of the Adviser to engage in and devote time and attention to other businesses or
to render services of whatever kind or nature. The Company further understands
and agrees that managers of the Adviser may serve as officers or directors of
the Company, and that officers or directors of the Company may serve as managers
of the Adviser to the extent permitted by law; and that the managers of the
Adviser are not prohibited from engaging in any other business activity or from
rendering services to any other person, or from serving as partners, officers or
directors of any other firm or company, including other investment advisory
companies.

12.      CONSENT TO THE USE OF NAME.
         ---------------------------

         The Adviser hereby consents to the use by the Company of the name
"Tortoise" as part of the Company's name; provided, however, that such consent
shall be conditioned upon the employment of the Adviser or one of its affiliates
as the investment adviser of the Company. The name "Tortoise" or any variation
thereof may be used from time to time in other connections and for other
purposes by the Adviser and its affiliates and other investment companies that
have obtained consent to the use of the name "Tortoise". The Adviser shall have
the right to require the Company to cease using the name "Tortoise" as part of
the Company's name if the Company ceases, for any reason, to employ the Adviser
or one of its affiliates as the Company's investment adviser. Future names
adopted by the Company for itself, insofar as such names include identifying
words requiring the consent of the Adviser, shall be the property of the Adviser
and shall be subject to the same terms and conditions.


                                       5
<PAGE>

13.      EFFECTIVE DATE, TERM AND APPROVAL.
         ----------------------------------

         This Agreement shall become effective with respect to the Company, if
approved by the shareholders of the Company, as of the close of the initial
public offering of common shares of the Company. If so approved, this Agreement
shall continue in force and effect until December 31, 2005, and may be continued
from year to year thereafter, provided that the continuation of the Agreement is
specifically approved at least annually:

         a.       (i) by the Board or (ii) by the vote of "a majority of the
                  outstanding voting securities" of the Company (as defined in
                  Section 2(a)(42) of the 1940 Act); and

         b.       by the affirmative vote of a majority of the directors who are
                  not parties to this Agreement or "interested persons" (as
                  defined in the 1940 Act) of a party to this Agreement (other
                  than as directors of the Company), by votes cast in person at
                  a meeting specifically called for such purpose.

14.      TERMINATION.
         ------------

         This Agreement may be terminated as to the Company at any time, without
the payment of any penalty, by vote of the Board or by vote of a majority of the
outstanding voting securities of the Company, or by the Adviser, on no more than
sixty (60) days' written notice to the other party. The notice provided for
herein may be waived by the party entitled to receipt thereof. This Agreement
shall automatically terminate in the event of its assignment, the term
"assignment" for purposes of this paragraph having the meaning defined in
Section 2(a)(4) of the 1940 Act. Upon termination pursuant to this Section 14,
the Adviser, at the Company's request, must deliver all copies of books and
records maintained in accordance with this Agreement and applicable law.

15.      AMENDMENT.
         ----------

         No amendment of this Agreement shall be effective unless it is in
writing and signed by the party against which enforcement of the amendment is
sought.

16.      LIABILITY OF ADVISER.
         ---------------------

         The Adviser will not be liable in any way for any default, failure or
defect in any of the securities comprising the Company's portfolio if it has
satisfied the duties and the standard of care, diligence and skill set forth in
this Agreement. However, the Adviser shall be liable to the Company for any
loss, damage, claim, cost, charge, expense or liability resulting from the
Adviser's willful misconduct, bad faith or gross negligence or disregard by the
Adviser of the Adviser's duties or standard of care, diligence and skill set
forth in this Agreement or a material breach or default of the Adviser's
obligations under this Agreement.

17.      NOTICES.
         --------

         Any notices under this Agreement shall be in writing, addressed and
delivered, telecopied or mailed postage paid, to the other party entitled to
receipt thereof at such address as such party may designate for the receipt of
such notice. Until further notice to the other party, it is agreed


                                       6
<PAGE>

that the address of the Company and that of the Adviser shall be 10801 Mastin
Boulevard, Suite 222, Overland Park, Kansas 66210.

18.      QUESTIONS OF INTERPRETATION.
         ----------------------------

         Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act or the Advisers Act shall be resolved by reference to such term
or provision of the 1940 Act or the Advisers Act and to interpretations thereof,
if any, by the United States Courts or in the absence of any controlling
decision of any such court, by rules, regulations or orders of the Commission
issued pursuant to said Acts. In addition, where the effect of a requirement of
the 1940 Act or the Advisers Act reflected in any provision of the Agreement is
revised by rule, regulation or order of the Commission, such provision shall be
deemed to incorporate the effect of such rule, regulation or order. Subject to
the foregoing, this Agreement shall be governed by and construed in accordance
with the laws (without reference to conflicts of law provisions) of the State of
Delaware.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective duly authorized officers on the day
and year first written above.

         `                            TORTOISE ENERGY INFRASTRUCTURE CORPORATION


                                      By: /s/ David J. Schulte
                                          --------------------------------------
                                          President

                                      TORTOISE CAPITAL ADVISORS, L.L.C.


                                      By: /s/ Terry Matlack
                                          --------------------------------------
                                          Manager and Treasurer


                                       7
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>9
<FILENAME>exg-2_061804.txt
<DESCRIPTION>EXHIBIT G-2
<TEXT>
                                                                     EXHIBIT G.2

                             REIMBURSEMENT AGREEMENT

         AGREEMENT made this 23rd day of February, 2004, by and between TORTOISE
ENERGY INFRASTRUCTURE CORPORATION, a Maryland corporation (the "Company"), and
TORTOISE CAPITAL ADVISORS, LLC, a Delaware limited liability company (the
"Adviser").

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, the Company and the Adviser have separately entered into an
Investment Advisory Agreement of even date herewith (the "Advisory Agreement");
and

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, and in connection with the establishment and commencement of
operations of the Company, it is hereby agreed by and between the parties hereto
as follows:

         1. For the period from the commencement of the Company's operations
through February 28, 2005 and for the 12 month periods ending on the last day of
February in each indicated year during the term of the Advisory Agreement
(including any continuation done in accordance with Section 15(c) of the
Investment Company Act of 1940), the Adviser agrees to reimburse the Company for
fees and expenses, including the investment advisory fee and other expenses, in
the amounts determined by applying the following annual rates to the average
monthly managed assets (as defined in the Advisory Agreement) of the Company:

                                               Percentage Reimbursed
        Period ending        (as a percentage of average monthly managed assets)
        -------------        ---------------------------------------------------
      February 28, 2005                             .23%
      February 28, 2006                             .23%
      February 28, 2007                             .10%
      February 29, 2008                             .10%
      February 28, 2009                             .10%

         2. To effect the expense reimbursement provided for in this Agreement,
the Company may offset the appropriate amount of the reimbursement contemplated
hereunder against the investment advisory fee payable under the Advisory
Agreement.

         3. This Agreement, and the Adviser's obligation to so reimburse fees
and expenses hereunder, shall terminate on the earlier of (a) February 28, 2009
or (b) termination of the Advisory Agreement.

         4. Except as provided in paragraph 3, above, this Agreement may be
terminated only by the vote of the Board of Directors of the Company, including
the vote of a majority of the members of the Board who are not "interested
persons" within the meaning of the Investment Company Act of 1940.


<PAGE>


         5. This Agreement shall be construed in accordance with applicable
federal law and the laws of the State of Delaware.

                                      TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                                      By:/s/ David J. Schulte
                                         ---------------------------------------

                                      TORTOISE CAPITAL ADVISORS, LLC

                                      By:/s/ Terry Matlack
                                         ---------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>10
<FILENAME>exh_061804.txt
<DESCRIPTION>EXHIBIT H
<TEXT>
                                                                     EXHIBIT H.

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                         FORM OF UNDERWRITING AGREEMENT




                                                                   JUNE __, 2004


LEHMAN BROTHERS INC.
STIFEL, NICOLAUS & COMPANY, INC.
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Ladies and Gentlemen:

         Tortoise Energy Infrastructure Corporation, a Maryland corporation (the
"Company"), proposes to, subject to the terms and conditions stated herein,
issue and sell to Lehman Brothers Inc. and Stifel, Nicolaus & Company, Inc.
(each an "Underwriter" and, together the "Underwriters") $110,000,000 aggregate
principal amount of Auction Rate Senior Notes (the "Tortoise Notes"). The
Tortoise Notes will be issued without coupons in denominations of $25,000 and
any integral multiple thereof. The Company and the Company's investment adviser,
Tortoise Capital Advisors, LLC, a Delaware limited liability company (the
"Investment Adviser"), each wishes to confirm its agreement concerning the
purchase of the Tortoise Notes from the Company by the Underwriters.

         The Company has entered into an Investment Advisory Agreement with the
Investment Adviser dated December 12, 2003 (the "Advisory Agreement"); a Custody
Agreement with U.S. Bank National Association, dated December 12, 2003 ("Custody
Agreement"); a Stock Transfer Agency Agreement with Computershare Investor
Services, LLC, dated December 12, 2003 ("Transfer Agency Agreement"); a Fund
Administration Servicing Agreement with U.S. Bancorp Fund Services, LLC, dated
December 12, 2003 ("Administration Agreement"); a Fund Accounting Servicing
Agreement with U.S. Bancorp Fund Services, LLC, dated December 12, 2003
("Accounting Agreement"); and an Auction Agency Agreement, including the form of
Broker-Dealer Agreement, with [__________________________________________] dated
June __, 2004 (the "Auction Agreement"). Collectively, the Advisory Agreement,
the Custody Agreement, the Transfer Agency Agreement, the Administration
Agreement, the Accounting Agreement and the Auction Agreement are referred to
herein as the "Company Agreements." This Underwriting Agreement is herein
referred to as the "Agreement."


<PAGE>


         Section 1. Representations, Warranties and Agreements of the Company
and the Investment Adviser. The Company and the Investment Adviser jointly and
severally represent, warrant and agree that:

                  (a) A registration statement on Form N-2 (File Nos. 333-114808
         and 811-21462) as amended by Pre-Effective Amendment No. 1 with respect
         to the Tortoise Notes has (i) been prepared by the Company in
         conformity with the requirements of the Securities Act of 1933, as
         amended (the "Securities Act"), the Investment Company Act of 1940, as
         amended (the "1940 Act"), and the rules and regulations of the United
         States Securities and Exchange Commission (the "Commission")
         promulgated under the Securities Act (the "1933 Act Rules and
         Regulations") and the 1940 Act (the "1940 Act Rules and Regulations,"
         and, together with the 1933 Act Rules and Regulations, the "Rules and
         Regulations"), (ii) been filed with the Commission under the Securities
         Act and the 1940 Act and (iii) become effective under the Securities
         Act. If any post-effective amendment to such registration statement has
         been filed with the Commission prior to execution and delivery of this
         Agreement, the most recent such amendment has been declared effective
         by the Commission. Copies of such registration statement and each of
         the amendments thereto have been delivered by the Company to you. As
         used in this Agreement, "Effective Time" means the date and the time as
         of which such registration statement, or the most recent post-effective
         amendment thereto, if any, was declared effective by the Commission;
         "Effective Date" means the date of the Effective Time; "Preliminary
         Prospectus" means each prospectus and related statement of additional
         information included in such registration statement, or amendments
         thereof, before it became effective under the Securities Act and any
         prospectus filed with the Commission by the Company with the
         Underwriters' consent pursuant to Rule 497(a) of the 1933 Act Rules and
         Regulations; "Registration Statement" means such registration
         statement, as amended at the Effective Time, including all information
         contained in the final prospectus (including the statement of
         additional information) filed with the Commission pursuant to Rule 497
         of the 1933 Act Rules and Regulations and deemed to be a part of the
         registration statement as of the Effective Time pursuant to Rule 430A
         of the Rules and Regulations; and "Prospectus" means the prospectus and
         the statement of additional information filed with the Commission
         pursuant to Rule 497(h) of the Securities Act. If the Company has filed
         a registration statement to register additional Tortoise Notes pursuant
         to Rule 462(b) under the Securities Act (the "Rule 462 Registration
         Statement"), then any reference herein to the term "Registration
         Statement" shall be deemed to include such Rule 462 Registration
         Statement. The Commission has not issued any order preventing or
         suspending the use of any Preliminary Prospectus or the Prospectus.

                  (b) The Company is duly registered under the 1940 Act as a
         closed-end, non-diversified, management investment company. A
         notification of registration of the Company as an investment company
         under the 1940 Act on Form N-8A (the "1940 Act Notification") has been
         prepared by the Company in conformity with the 1940 Act and has been
         filed with the Commission and, at the time of filing thereof and at the
         time of filing any amendment or supplement thereto, conformed in all
         material respects with all applicable provisions of the 1940 Act and
         the 1940 Act Rules and Regulations. No person is serving or acting as
         an officer, director or investment adviser of the Company

                                       2
<PAGE>

         except in accordance with the provisions of the 1940 Act and the 1940
         Act Rules and Regulations and the Investment Advisers Act of 1940, as
         amended (the "Investment Adviser's Act") and the rules and regulations
         adopted by the Commission under the Investment Adviser's Act (the
         "Investment Adviser's Act Rules and Regulations"). The Company has not
         received any notice from the Commission pursuant to Section 8(e) of the
         1940 Act with respect to the 1940 Act Notification or the Registration
         Statement (or any amendment or supplement to either of them).

                  (c) The Registration Statement and the 1940 Act Notification
         conform, and the Prospectus and any further amendments or supplements
         to the Registration Statement or the Prospectus will, when they become
         effective or are filed with the Commission, as the case may be, conform
         in all respects to the requirements of the Securities Act, the 1940 Act
         and the Rules and Regulations and do not and will not, as of the
         applicable effective date (as to the Registration Statement and any
         amendment thereto) and as of the applicable filing date (as to the
         Prospectus and the 1940 Act Notification and any amendment or
         supplement thereto) contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading; provided that
         no representation or warranty is made as to information contained in or
         omitted from the Registration Statement, the 1940 Act Notification or
         the Prospectus in reliance upon and in conformity with written
         information furnished to the Company through the Underwriters or on the
         Underwriters' behalf specifically for inclusion therein.

                  (d) The Company has been duly formed and is validly existing
         as a corporation in good standing under the laws of the State of
         Maryland, is duly registered and qualified to do business and is in
         good standing in each jurisdiction in which its ownership or lease of
         property or the conduct of its business as described in the
         Registration Statement and the Prospectus (and any amendment or
         supplement to either) requires such qualification, and has all power
         and authority necessary to own or hold property and to conduct the
         business as described in the Registration Statement and the Prospectus
         (and any amendment or supplement to either), except where the failure
         to so qualify or to be in good standing would not reasonably be
         expected to have a material adverse effect on the condition (financial
         or other), business, prospects, management, shareholders' equity or
         results of operations of the Company (a "Material Adverse Effect"). The
         Company has no subsidiaries.

                  (e) The Company has an authorized capitalization as set forth
         in the Registration Statement and the Prospectus. All of the issued
         shares of capital stock of the Company have been duly and validly
         authorized and issued, are fully paid and non-assessable and conform to
         the description thereof contained in the Registration Statement and the
         Prospectus (and any amendment or supplement to either).

                  (f) The Tortoise Notes to be issued and sold by the Company to
         the Underwriters hereunder have been duly authorized and, when issued
         and delivered against payment therefor in accordance with this
         Agreement, will be validly issued, fully paid and non-assessable; and
         the Tortoise Notes will conform to the description thereof contained in
         the Registration Statement and the Prospectus (and any amendment or


                                       3
<PAGE>

         supplement to either) and will be free and clear of all liens,
         encumbrances, equities, preemptive rights, subscription rights, or any
         other claim of any third party.

                  (g) This Agreement and each of the Company Agreements have
         been duly authorized, executed and delivered by the Company and
         constitute valid and legally binding agreements of the Company,
         enforceable against the Company in accordance with their terms, except
         as rights to indemnity and contribution hereunder may be limited by
         federal or state securities laws and subject to the qualification that
         the enforceability of the Company's obligations hereunder and
         thereunder may be limited by bankruptcy, insolvency, reorganization,
         moratorium and other laws relating to or affecting creditors' rights
         generally and by general equitable principles.

                  (h) None of the execution, delivery and performance of this
         Agreement by the Company, the performance of the Company Agreements or
         the consummation of the transactions contemplated hereby and thereby
         (i) conflict with, result in the creation or imposition of any lien,
         charge or encumbrance upon the assets of the Company under the terms or
         provisions of, or result in a breach or violation of any of the terms
         or provisions of, or constitute a default under, any indenture,
         mortgage, deed of trust, loan agreement or other agreement or
         instrument to which the Company is a party or by which the Company is
         bound or to which any of the property or assets of the Company is
         subject, (ii) result in any violation of the provisions of the Articles
         of Incorporation (the "Articles") or by-laws of the Company or (iii)
         result in the violation of any statute or any order, rule or regulation
         of any court or governmental agency or body having jurisdiction over
         the Company or any of its properties or assets, except in the case of
         clauses (i) and (iii), such conflicts, breaches or violations that in
         the aggregate would not reasonably be expected to have a Material
         Adverse Effect; and except for the registration of the Tortoise Notes
         under the Securities Act and such consents, approvals, authorizations,
         registrations or qualifications as may be required under the 1940 Act,
         the Securities Exchange Act of 1934, as amended (the "Exchange Act")
         and applicable state securities laws in connection with the purchase
         and distribution of the Tortoise Notes by the Underwriters, no consent,
         approval, authorization or order of, or filing or registration with,
         any such court or governmental agency or body is required for the
         execution, delivery and performance of this Agreement by the Company,
         the performance of the Company Agreements or the consummation of the
         transactions contemplated hereby and thereby.

                  (i) There are no contracts, agreements or understandings
         between the Company and any person granting such person the right to
         require the Company to file a registration statement under the
         Securities Act with respect to any securities of the Company owned or
         to be owned by such person or to require the Company to include such
         securities in the securities registered pursuant to the Registration
         Statement or in any securities being registered pursuant to any other
         registration statement filed by the Company under the Securities Act.
         There are no outstanding options, warrants or other rights to purchase,
         agreements or other obligations to issue, or rights to convert any
         obligations into or exchange any securities for, shares of capital
         stock of or ownership interests in the Company.


                                       4
<PAGE>

                  (j) The Company has not sustained, since the date of the
         latest audited financial statements included in the Prospectus, any
         material loss or interference with its business that has had, or could
         reasonably be expected to have, a Material Adverse Effect, whether from
         fire, explosion, flood or other calamity, whether or not covered by
         insurance, or from any labor dispute or court or governmental action,
         order or decree; and, since such date, there has not been any change in
         the capital stock or long-term debt of the Company or any change, or
         any development involving a prospective change, in or affecting the
         general affairs, management, consolidated financial position,
         shareholders' equity, results of operations, business or prospects of
         the Company that has had or could reasonably be expected to have a
         Material Adverse Effect, other than as set forth or contemplated in the
         Prospectus.

                  (k) The financial statements (including the related notes)
         filed as part of the Registration Statement or included in the
         Prospectus present fairly the financial condition and results of
         operations of the Company, at the dates and for the periods indicated,
         and have been prepared in conformity with generally accepted accounting
         principles applied on a consistent basis throughout the periods
         involved.

                  (l) Ernst & Young LLP, who have certified the financial
         statements of the Company, whose report appears in the Prospectus and
         who have delivered the letters referred to in Sections 8(f) and (g)
         hereof, have represented to the Company that they are independent
         public accountants as required by the Securities Act, the 1940 Act and
         the Rules and Regulations.

                  (m) The Company carries, or is covered by, insurance in such
         amounts and covering such risks as is adequate for the conduct of its
         business and the value of its property and as is customary for
         companies engaged in similar businesses in similar industries.

                  (n) There are no legal or governmental proceedings pending to
         which the Company is a party or of which any property or assets of the
         Company is the subject which is reasonably likely to be determined
         adversely to the Company and, if determined adversely to the Company,
         would be reasonably likely to have a Material Adverse Effect; and to
         the best of the Company's knowledge, no such proceedings are threatened
         or contemplated by governmental authorities or threatened by others.

                  (o) There are no contracts or other documents which are
         required to be described in the Registration Statement or the
         Prospectus or filed as exhibits to the Registration Statement by the
         Securities Act, the 1940 Act or by the Rules and Regulations which have
         not been described in the Registration Statement or the Prospectus or
         filed as exhibits to the Registration Statement.

                  (p) No relationship, direct or indirect, exists between or
         among the Company on the one hand, and the directors, officers,
         shareholders, suppliers or service providers of the Company on the
         other hand, which is required to be described in the Registration
         Statement or the Prospectus which is not so described.


                                       5
<PAGE>

                  (q) The Company has filed all federal, state and local income
         and franchise tax returns required to be filed through the date hereof
         and has paid all taxes due thereon, and no tax deficiency has been
         determined adversely to the Company which has had (nor does the Company
         have any knowledge of any tax deficiency which, if determined adversely
         to the Company, might have a Material Adverse Effect.

                  (r) The Company has not made and will not make an election
         under Section 851(b) of the Internal Revenue Code of 1986, as amended
         (the "Code"), or any successor provisions thereto, to be treated as a
         regulated investment company for federal income tax purposes.

                  (s) Since the date as of which information is given in the
         Registration Statement and the Prospectus through the date hereof, and
         except as may otherwise be disclosed in the Prospectus, the Company has
         not (i) issued or granted any securities other than shares of common
         stock of the Company, (ii) incurred any liability or obligation, direct
         or contingent, other than non-material liabilities and obligations
         which were incurred in the ordinary course of business, or (iii)
         entered into any transaction not in the ordinary course of business.

                  (t) The Company (i) makes and keeps accurate books and records
         and (ii) maintains internal accounting controls which provide
         reasonable assurance that (A) transactions are executed in accordance
         with management's authorization and with the investment policies and
         restrictions of the Company and the applicable requirements of the 1940
         Act, the 1940 Act Rules and Regulations and the Code, (B) transactions
         are recorded as necessary to permit preparation of its financial
         statements and to maintain accountability for its assets, (C) access to
         its assets is permitted only in accordance with management's
         authorization and (D) the reported accountability for its assets is
         compared with existing assets at reasonable intervals.

                  (u) The Company is not (i) in violation of its Articles or
         by-laws, (ii) in default, and no event has occurred which, with notice
         or lapse of time or both, would constitute such a default, in the due
         performance or observance of any term, covenant or condition contained
         in any indenture, mortgage, deed of trust, loan agreement or other
         agreement or instrument to which it is a party or by which it is bound
         or to which any of its properties or assets is subject or (iii) in
         violation of any law, ordinance, governmental rule, regulation or court
         decree to which it or its property or assets may be subject or has
         failed to obtain any material license, permit, certificate, franchise
         or other governmental authorization or permit necessary to the
         ownership of its property or to the conduct of its business, except, in
         the case of clauses (ii) and (iii), such defaults, events, violations
         or failures that in the aggregate would not reasonably be expected to
         have a Material Adverse Effect.

                  (v) Neither the Company nor any director, officer, agent,
         employee or other person associated with or acting on behalf of the
         Company, has (i) used any funds of the Company for any unlawful
         contribution, gift, entertainment or other unlawful expense relating to
         political activity, (ii) made any direct or indirect unlawful payment
         to any foreign or domestic government official or employee from any
         funds of the


                                       6
<PAGE>



         Company, (iii) violated or is in violation of any provision of the
         Foreign Corrupt Practices Act of 1977, or (iv) made any bribe, rebate,
         payoff, influence payment, kickback or other unlawful payment.

                  (w) Neither the Company nor any employee or agent of the
         Company has made any payment of funds of the Company or received or
         retained any funds, which payment, receipt or retention of funds is of
         a character required to be disclosed in the Prospectus or the
         Registration Statement which is not so disclosed.

                  (x) There are no contracts, agreements or understandings
         between the Company and any person that would give rise to a valid
         claim against the Company or the Underwriters for a brokerage
         commission, finder's fee or other like payment in connection with this
         offering.

                  (y) The statistical, market-related and industry data included
         in the Prospectus and the Registration Statement are based on or
         derived from sources which the Company believes to be reliable and
         accurate.

                  (z) The Company, subject to the filing of the Prospectus under
         Rule 497 under the 1933 Act Rules and Regulations, has taken all
         required action under the Securities Act, the 1940 Act and the Rules
         and Regulations to make the public offering and consummate the sale of
         the Tortoise Notes as contemplated by this Agreement.

                  (aa) Except as stated in this Agreement and in the Prospectus
         (and any amendment or supplement thereto), the Company has not taken
         and shall not take, directly or indirectly, any action designed to
         cause or result in, or which constituted or which might reasonably be
         expected to constitute, the stabilization or manipulation of the price
         of the Tortoise Notes to facilitate the sale or resale of the Tortoise
         Notes.

                  (bb) All advertising, sales literature, promotional materials
         or any other materials or information (including "prospectus wrappers,"
         "broker kits" and any roadshow or investor presentations), whether in
         oral, printed or electronic form, authorized, provided or prepared by
         the Company or the Investment Adviser in connection with the offering
         and sale of the Tortoise Notes (collectively, the "Marketing
         Materials") complied and comply in all material respects with the
         applicable requirements of the Securities Act, the 1933 Act Rules and
         Regulations and the rules and interpretations of the National
         Association of Securities Dealers, Inc. ("NASD") and if required to be
         filed with the NASD under the NASD's conduct rules were so filed. No
         Marketing Materials contained or contains an untrue statement of a
         material fact or omitted or omits to state a material fact required to
         be stated therein or necessary to make the statements therein, in light
         of the circumstances under which they were made, not misleading.

                  (cc) This Agreement and each of the Company Agreements
         complies in all material respects with all applicable provisions of the
         1940 Act, the 1940 Act Rules and Regulations, the Investment Adviser's
         Act and the Investment Adviser's Act Rules and Regulations.


                                       7
<PAGE>

                  (dd) The Company is in compliance with and will continue to
         comply with all applicable securities and other applicable laws, rules
         and regulations, including, without limitation, the 1940 Act, the
         Securities Act and the Sarbanes-Oxley Act of 2002 and the rules and
         regulations promulgated thereunder.

                  (ee) Except as disclosed in the Registration Statement and the
         Prospectus (or any amendment or supplement to either of them), no
         trustee of the Company is an "interested person" (as defined in the
         1940 Act) of the Company or an "affiliated person" (as defined in the
         1940 Act) of the Underwriters.

         Section 2. Representations, Warranties and Agreements of the Investment
Adviser. The Investment Adviser represents, warrants and agrees that:

                  (a) The Investment Adviser has been duly organized and is
         validly existing as a limited liability company in good standing under
         the laws of the State of Delaware, is duly qualified to do business and
         is in good standing in each jurisdiction in which its ownership or
         lease of property or the conduct of its business as described in the
         Registration Statement and the Prospectus (and any amendment or
         supplement to either) requires such qualification (except where the
         failure to so qualify or to be in good standing would not reasonably be
         expected to have a Material Adverse Effect), and has the power and
         authority to own or hold its properties and to conduct its business as
         described in the Registration Statement and the Prospectus (and any
         amendment or supplement to either).

                  (b) The Investment Adviser is duly registered as an investment
         adviser under the Investment Adviser's Act and there does not exist any
         proceeding or any facts or circumstances the existence of which could
         lead to any proceeding which could affect adversely the registration or
         good standing of the Investment Adviser with the Commission. The
         Investment Adviser is not prohibited by the Investment Adviser's Act,
         the 1940 Act, the Investment Adviser's Act Rules and Regulations or the
         1940 Act Rules and Regulations from acting under the Advisory Agreement
         as contemplated by the Registration Statement and the Prospectus (or
         any amendment or supplement thereto).

                  (c) This Agreement and the Advisory Agreement have each been
         duly authorized, executed and delivered by the Investment Adviser, and
         constitute valid and legally binding agreements of the Investment
         Adviser, enforceable against the Investment Adviser in accordance with
         their terms, except as rights to indemnity and contribution hereunder
         may be limited by federal or state securities laws and subject to the
         qualification that the enforceability of the Investment Adviser's
         obligations hereunder and thereunder may be limited by bankruptcy,
         insolvency, reorganization, moratorium and other laws relating to or
         affecting creditors' rights generally and by general equitable
         principles.

                  (d) None of the execution, delivery and performance of this
         Agreement, the performance of the Advisory Agreement or the
         consummation of the transactions contemplated hereby and thereby (i)
         conflict with, result in the creation or imposition of any lien, charge
         or encumbrance upon the assets of the Company under the


                                       8
<PAGE>

         terms or provisions of, or result in a breach or violation of any of
         the terms or provisions of, or constitute a default under, any
         indenture, mortgage, deed of trust, loan agreement or other agreement
         or instrument to which the Investment Adviser is a party or by which
         the Investment Adviser is bound or to which any of the property or
         assets of the Investment Adviser is subject, (ii) result in any
         violation of the provisions of the limited liability company operating
         agreement or other organizational documents of the Investment Adviser
         or (iii) result in the violation of any statute or any order, rule or
         regulation of any court or governmental agency or body having
         jurisdiction over the Investment Adviser or any of its properties or
         assets, except in the case of clauses (i) and (iii), such conflicts,
         breaches or violations that in the aggregate would not reasonably be
         expected to have a Material Adverse Effect; and except for the
         registration of the Tortoise Notes under the Securities Act and such
         consents, approvals, authorizations, registrations or qualifications as
         may be required under the Exchange Act and applicable state securities
         laws in connection with the purchase and distribution of the Tortoise
         Notes by the Underwriters, no consent, approval, authorization or order
         of, or filing or registration with, any such court or governmental
         agency or body is required for the execution, delivery and performance
         of this Agreement, the performance of the Advisory Agreement or the
         consummation of the transactions contemplated hereby and thereby.

                  (e) The Investment Adviser has the financial resources
         available to it necessary for the performance of its services and
         obligations as contemplated in the Registration Statement and the
         Prospectus (or any amendment or supplement thereto) and under this
         Agreement and the Advisory Agreement.

                  (f) The Investment Adviser carries, or is covered by,
         insurance in such amounts and covering such risks as is adequate for
         the conduct of its businesses and the value of its property and as is
         customary for companies engaged in similar businesses in similar
         industries.

                  (g) The description of the Investment Adviser and its
         business, and the statements attributable to the Investment Adviser, in
         the Registration Statement and the Prospectus (and any amendment or
         supplement to either) complied and comply in all material respects with
         the provisions of the Securities Act, the 1940 Act, and the Rules and
         Regulations and did not and will not contain an untrue statement of a
         material fact necessary to make the statements therein (in the case of
         a prospectus, in light of the circumstances under which they were made)
         not misleading.

                  (h) There are no legal or governmental proceedings pending to
         which the Investment Adviser is a party or of which any property or
         assets of the Investment Adviser is the subject which is reasonably
         likely to be determined adversely to the Investment Adviser and, if
         determined adversely to the Investment Adviser, would be reasonably
         likely to have a Material Adverse Effect; and to the best of the
         Investment Adviser's knowledge, no such proceedings are threatened or
         contemplated by governmental authorities or threatened by others.

                  (i) Since the date as of which information is given in the
         Registration Statement and the Prospectus through the date hereof, and
         except as may otherwise be


                                       9
<PAGE>

         disclosed in the Prospectus, there have been no transactions entered
         into by the Investment Adviser which are material to the Investment
         Adviser other than in the ordinary course of its business.

                  (j) This Agreement and the Advisory Agreement comply in all
         material respects with all applicable provisions of the 1940 Act, the
         1940 Act Rules and Regulations, the Investment Adviser's Act and the
         Investment Adviser's Act Rules and Regulations.

                  (k) Except as stated in this Agreement and in the Prospectus
         (and any amendment or supplement thereto), the Investment Adviser has
         not taken and shall not take, directly or indirectly, any action
         designed to cause or result in, or which constituted or which might
         reasonably be expected to constitute, the stabilization or manipulation
         of the price of the Tortoise Notes to facilitate the sale or resale of
         the Tortoise Notes.

                  (l) The Investment Adviser is not (i) in violation of its
         limited liability company operating agreement or other organizational
         documents, (ii) in default in any material respect, and no event has
         occurred which, with notice or lapse of time or both, would constitute
         such a default, in the due performance or observance of any term,
         covenant or condition contained in any indenture, mortgage, deed of
         trust, loan agreement or other agreement or instrument to which it is a
         party or by which it is bound or to which any of its properties or
         assets is subject or (iii) in violation of any law, ordinance,
         governmental rule, regulation or court decree to which it or its
         property or assets may be subject or has failed to obtain any material
         license, permit, certificate, franchise or other governmental
         authorization or permit necessary to the ownership of its property or
         to the conduct of its business, except, in the case of clauses (ii) and
         (iii), such defaults, events, violations or failures that in the
         aggregate would not reasonably be expected to have a Material Adverse
         Effect.

                  (m) Neither the Investment Adviser, nor any director, officer,
         agent, employee or other person associated with or acting on behalf of
         the Investment Adviser, has (i) used any funds of the Company or the
         Investment Adviser for any unlawful contribution, gift, entertainment
         or other unlawful expense relating to political activity, (ii) made any
         direct or indirect unlawful payment to any foreign or domestic
         government official or employee from any funds of the Company or the
         Investment Adviser, (iii) violated or is in violation of any provision
         of the Foreign Corrupt Practices Act of 1977, or (iv) made any bribe,
         rebate, payoff, influence payment, kickback or other unlawful payment.

                  (n) Neither the Investment Advisor nor any employee or agent
         of the Investment Adviser has made any payment of funds of the Company
         or the Investment Adviser or received or retained any funds, which
         payment, receipt or retention of funds is of a character required to be
         disclosed in the Prospectus or the Registration Statement which is not
         so disclosed.

                  (o) There are no contracts, agreements or understandings
         between the Investment Adviser and any person that would give rise to a
         valid claim against the


                                       10
<PAGE>

         Company or the Underwriters for a brokerage commission, finder's fee or
         other like payment in connection with this offering.

         Section 3. Purchase of the Tortoise Notes by the Underwriters. On the
basis of the representations and warranties contained in, and subject to the
terms and conditions of, this Agreement, the Company agrees to issue and sell to
the Underwriters and the Underwriters agree to purchase from the Company
[_______] Tortoise Notes.

         The Tortoise Notes shall be sold in denominations of $25,000 or any
integral multiple thereof.

         The Company shall not be obligated to deliver any of the Tortoise Notes
on the Delivery Date (as hereinafter defined), except upon payment for all the
Tortoise Notes to be purchased on the Delivery Date as provided herein.

         Section 4. Offering of Tortoise Notes by the Underwriters. The
Underwriters propose to offer the Tortoise Notes for sale upon the terms and
conditions set forth in the Prospectus.

         Section 5. Delivery of and Payment for the Tortoise Notes. Delivery of
and payment for the Tortoise Notes shall be made at the offices of Morrison &
Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104 or through
the facilities of the Depository Trust Company or another mutually agreeable
facility, at 10:00 A.M., New York City time, on [__________, 2004] or at such
other date or place as shall be determined by agreement between the Underwriters
and the Company (the "Delivery Date"). On the Delivery Date, the Company shall
deliver or cause to be delivered the Tortoise Notes to the Underwriters through
the facilities of the Depository Trust Company against payment to or upon the
order of the Company of the purchase price by wire transfer in immediately
available funds. Time shall be of the essence, and delivery at the time and
place specified pursuant to this Agreement is a further condition of the
obligation of the Underwriters hereunder.

         Section 6. Further Agreements of the Company and the Investment
Adviser. The Company and the Investment Adviser covenant and agree that:

                  (a) If, at the time this Agreement is executed and delivered,
         it is necessary for the Registration Statement or a post-effective
         amendment thereto to be declared effective under the Securities Act
         before the offering of the Tortoise Notes may commence, to use its
         reasonable best efforts to cause the Registration Statement or such
         post-effective amendment to become effective under the Securities Act
         as soon as possible; if the Registration Statement has become effective
         and the Prospectus contained therein omits certain information at the
         time of effectiveness pursuant to Rule 430A of the 1933 Act Rules and
         Regulations, to file a Prospectus with the Commission pursuant to Rule
         497(h) of the 1933 Act Rules and Regulations as promptly as possible,
         not later than the Commission's close of business on the second
         business day following the execution and delivery of this Agreement; if
         the Registration Statement does not so omit such information, the
         Company will file a Prospectus pursuant to Rule 497(c) or (h) of the
         1933 Act Rules and Regulations as promptly as possible, not later than
         the fifth


                                       11
<PAGE>

         business day following the execution and delivery of this Agreement; to
         make no further amendment or any supplement to the Registration
         Statement or to the Prospectus except as permitted herein; to advise
         the Underwriters, promptly after it receives notice thereof, of the
         time when the Registration Statement or any amendment thereto has been
         filed or becomes effective or any supplement to the Prospectus or any
         amended Prospectus has been filed and to furnish the Underwriters with
         copies thereof; to advise the Underwriters, promptly after it receives
         notice thereof, of the issuance by the Commission of any stop order or
         of any order preventing or suspending the use of any Preliminary
         Prospectus or the Prospectus, of the suspension of the qualification of
         the Tortoise Notes for offering or sale in any jurisdiction, of the
         initiation or threatening of any proceeding for any such purpose, or of
         any request by the Commission for the amending or supplementing of the
         Registration Statement or the Prospectus or for additional information;
         and, in the event of the issuance of any stop order or of any order
         preventing or suspending the use of any Preliminary Prospectus or the
         Prospectus or suspending any such qualification, to use promptly its
         best efforts to obtain its withdrawal;

                  (b) To deliver promptly to the Underwriters such number of the
         following documents as it shall reasonably request: (i) conformed
         copies of the Registration Statement as originally filed with the
         Commission and each amendment thereto (in each case excluding exhibits)
         and (ii) each Preliminary Prospectus, the Prospectus and any amended or
         supplemented Prospectus; and, if the delivery of a prospectus is
         required at any time after the Effective Time in connection with the
         offering or sale of the Tortoise Notes or any other securities relating
         thereto and if at such time any events shall have occurred as a result
         of which the Prospectus as then amended or supplemented would include
         an untrue statement of a material fact or omit to state any material
         fact necessary in order to make the statements therein, in light of the
         circumstances under which they were made when such Prospectus is
         delivered, not misleading, or, if for any other reason it shall be
         necessary to amend or supplement the Prospectus in order to comply with
         the Securities Act, to notify the Underwriters and, upon their request,
         to file such document and to prepare and furnish without charge to the
         Underwriters and to any dealer in securities as many copies as the
         Underwriters may from time to time reasonably request of an amended or
         supplemented Prospectus which will correct such statement or omission
         or effect such compliance;

                  (c) To file promptly with the Commission any amendment to the
         Registration Statement or the Prospectus or any supplement to the
         Prospectus that may, in the judgment of the Company or the
         Underwriters, be required by the Securities Act or requested by the
         Commission;

                  (d) Prior to filing with the Commission any amendment to the
         Registration Statement or supplement to the Prospectus or any
         Prospectus pursuant to Rule 497 of the 1933 Act Rules and Regulations,
         to furnish a copy thereof to the Underwriters and their counsel and
         obtain the consent of the Underwriters to the filing, which consent
         shall not be unreasonably withheld;

                  (e) To make generally available to the Company's security
         holders and to deliver to the Underwriters an earnings statement of the
         Company (which need not


                                       12
<PAGE>

         be audited) complying with Section 11(a) of the Securities Act and the
         Rules and Regulations (including, at the option of the Company, Rule
         158) covering a twelve-month period commencing after the Effective
         Date;

                  (f) For a period of three years following the Effective Date,
         to furnish to the Underwriters, to the extent such information is not
         freely available on the Internet, copies of all materials furnished by
         the Company to its shareholders and all public reports and all reports
         and financial statements furnished by the Company to the Commission
         pursuant to the Exchange Act or any rule or regulation of the
         Commission thereunder;

                  (g) Promptly from time to time, to take such action as the
         Underwriters may reasonably request to qualify the Tortoise Notes for
         offering and sale under the securities laws of such jurisdictions as
         the Underwriters may request and to comply with such laws so as to
         permit the continuance of sales and dealings therein in such
         jurisdictions for as long as may be necessary to complete the
         distribution of the Tortoise Notes; provided that in connection
         therewith the Company shall not be required to qualify as a foreign
         corporation or to file a general consent to service of process in any
         jurisdiction;

                  (h) For a period of 180 days from the date of the Prospectus,
         not to, without the prior written consent of the Underwriters, directly
         or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of
         (or enter into any transaction or device which is designed to, or could
         be expected to, result in the disposition by any person at any time in
         the future of) any Tortoise Notes or securities convertible into or
         exchangeable for Tortoise Notes, or sell or grant options, rights or
         warrants with respect to any Tortoise Notes or securities convertible
         into or exchangeable for Tortoise Notes, or (2) enter into any swap or
         other derivatives transaction that transfers to another, in whole or in
         part, any of the economic benefits or risks of ownership of such
         Tortoise Notes, whether any such transaction described in clause (1) or
         (2) above is to be settled by delivery of Tortoise Notes or other
         securities, in cash or otherwise; and

                  (i) To apply the net proceeds from the sale of the Tortoise
         Notes in a manner consistent with the investment objectives, policies
         and restrictions of the Company as set forth in the Prospectus.

         Section 7. Expenses. The Company agrees to pay (a) the costs incident
to the authorization, issuance, sale and delivery of the Tortoise Notes and any
taxes payable in connection therewith; (b) the costs incident to the
preparation, printing and filing under the Securities Act and the 1940 Act of
the Registration Statement, the Prospectus, and the 1940 Act Notification and
any amendments or supplements and exhibits thereto; (c) the costs of
distributing the Registration Statement as originally filed and each amendment
thereto and any post-effective amendments thereof (including, in each case,
exhibits), any Preliminary Prospectus, the Prospectus and any amendment or
supplement to the Prospectus, all as provided in this Agreement; (d) the costs
of producing and distributing this Agreement, and any other related documents in
connection with the offering, purchase, sale and delivery of the Tortoise Notes;
(e) the preparation, issuance and delivery of the certificates for the Tortoise
Notes, if any, to the Underwriters, including any stock or


                                       13
<PAGE>

other transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Tortoise Notes to the Underwriters, (f) any
applicable listing or other fees including the fees paid to the rating agencies
in connection with the rating of the Tortoise Notes; (g) the fees and expenses
of qualifying the Tortoise Notes under the securities laws of the several
jurisdictions as provided in Section 6(g) and of preparing, printing and
distributing a Blue Sky Memorandum (including related fees and expenses of
counsel to the Underwriters); (h) all costs and reasonable expenses of the
Underwriters, other than the fees and disbursements of counsel; (i) the fees and
expenses of the Company's accountants and the fees and expenses of counsel for
the Company, of the transfer agent and the auction agent as set forth in the
Auction Agreement; and (j) all other costs and reasonable expenses incident to
the performance of the obligations of the Company under this Agreement.

         Section 8. Conditions of Underwriters' Obligations. The obligations of
the Underwriters hereunder are subject to the accuracy, when made and on the
Delivery Date, of the representations and warranties of the Company and the
Investment Adviser contained herein, to the performance by the Company and the
Investment Adviser of their respective obligations hereunder, and to each of the
following additional terms and conditions:

                  (a) The Prospectus shall have been timely filed with the
         Commission in accordance with Section 6(a); no stop order suspending
         the effectiveness of the Registration Statement or any part thereof
         shall have been issued and no proceeding for that purpose shall have
         been initiated or threatened by the Commission; and any request of the
         Commission for inclusion of additional information in the Registration
         Statement or the Prospectus or otherwise shall have been complied with.

                  (b) All corporate proceedings and other legal matters incident
         to the authorization, form and validity of this Agreement, the Auction
         Agreement, the Tortoise Notes, the Registration Statement and the
         Prospectus, and all other legal matters relating to this Agreement and
         the transactions contemplated hereby shall be reasonably satisfactory
         in all material respects to counsel for the Underwriters, and the
         Company shall have furnished to such counsel all documents and
         information that they may reasonably request to enable them to pass
         upon such matters.

                  (c) The Company shall have furnished to the Underwriters, in
         form and substance reasonably satisfactory to the Underwriters, the
         written opinion of Vedder, Price, Kaufman & Kammholz, P.C., dated the
         Delivery Date, to the effect of paragraphs (i) through (xvi) below:

                           (i) The Company is duly incorporated and qualified to
                  do business and is in good standing in each jurisdiction in
                  which its ownership or lease of property or the conduct of its
                  business as described in the Registration Statement and the
                  Prospectus (and any amendment or supplement to either)
                  requires such qualification;

                                       14
<PAGE>

                           (ii) The Company has an authorized capitalization as
                  set forth in the Registration Statement and the Prospectus.
                  All of the issued shares of capital stock of the Company have
                  been duly and validly authorized and issued, are fully paid
                  and non-assessable and conform to the description thereof
                  contained in the Registration Statement and the Prospectus.
                  The Tortoise Notes being delivered on the Delivery Date to the
                  Underwriters hereunder have been duly and validly authorized
                  and, when issued and delivered against payment therefore, will
                  be duly and validly issued, fully paid and non-assessable;

                           (iii) The Tortoise Notes conform in all material
                  respects to the statements concerning them contained in the
                  Prospectus and there are no restrictions upon the voting or
                  transfer of any of the Tortoise Notes pursuant to the
                  Company's Articles or by-laws or any agreement or other
                  instrument known to such counsel; except for the restrictions
                  on transfer on the Tortoise Notes contained in the Auction
                  Agreement;

                           (iv) The Company is not (i) in violation of its
                  Articles or by-laws, (ii) in default, and no event has
                  occurred which, with notice or lapse of time or both, would
                  constitute such a default, in the due performance or
                  observance of any term, covenant or condition contained in any
                  indenture, mortgage, deed of trust, loan agreement or other
                  agreement or instrument known to such counsel to which it is a
                  party or by which it is bound or to which any of its
                  properties or assets is subject or (iii) in violation of any
                  law, ordinance, governmental rule, regulation or court decree
                  to which it or its property or assets may be subject or has
                  failed to obtain any material license, permit, certificate,
                  franchise or other governmental authorization or permit
                  necessary to the ownership of its property or to the conduct
                  of its business, except in the case of clauses (ii) and (iii),
                  such defaults, events, violations or failures that in the
                  aggregate would not reasonably be expected to have a Material
                  Adverse Effect;

                           (v) To such counsel's knowledge and other than as set
                  forth in the Prospectus, there are no legal or governmental
                  proceedings pending to which the Company is a party or of
                  which any property or assets of the Company is the subject
                  which is reasonably likely to be determined adversely to the
                  Company and, if determined adversely to the Company, would be
                  reasonably likely to have a Material Adverse Effect; and, to
                  the best of such counsel's knowledge, no such proceedings are
                  threatened or contemplated by governmental authorities or
                  threatened by others;

                           (vi) The Registration Statement was declared
                  effective under the Securities Act as of the date and time
                  specified in such opinion, the Prospectus was filed with the
                  Commission pursuant to Rule 497 of the 1933 Act Rules and
                  Regulations on the date specified in such opinion and no stop
                  order suspending the effectiveness of the Registration
                  Statement or any part thereof has been issued and, to the
                  knowledge of such counsel, no proceeding for that purpose is
                  pending or threatened by the Commission;


                                       15
<PAGE>


                           (vii) The Registration Statement and the Prospectus
                  and any further amendments or supplements thereto made by the
                  Company prior to the Delivery Date (except for the financial
                  statements and related schedules therein, as to which such
                  counsel need express no opinion) comply as to form in all
                  material respects with the requirements of the Securities Act,
                  the 1940 Act and the Rules and Regulations;

                           (viii) The statements contained in the Registration
                  Statement and the Prospectus (and any amendment or supplement
                  thereto through the date of the opinion), insofar as they
                  purport to summarize provisions of the Company's Articles and
                  by-laws, contracts, agreements or other legal documents
                  referred to therein, constitute accurate summaries of the
                  terms of such documents in all material respects;

                           (ix) To such counsel's knowledge, there are no
                  contracts or other documents which are required to be
                  described in the Registration Statement and the Prospectus or
                  filed as exhibits to the Registration Statement by the
                  Securities Act, the 1940 Act or by the Rules and Regulations
                  which have not been described in the Registration Statement
                  and the Prospectus or filed as exhibits to the Registration
                  Statement;

                           (x) This Agreement and each of the Company Agreements
                  has been duly authorized, executed and delivered by the
                  Company and constitute the valid and legally binding
                  agreements of the Company, and each of the Company Agreements,
                  are enforceable against the Company in accordance with their
                  terms, except as rights to indemnity and contribution
                  hereunder may be limited by federal or state securities laws
                  and subject to the qualification that the enforceability of
                  the Company's obligations hereunder and thereunder may be
                  limited by bankruptcy, insolvency, reorganization, moratorium
                  and other laws relating to or affecting creditors' rights
                  generally and by general equitable principles;

                           (xi) None of the issue and sale of the Tortoise Notes
                  being delivered on the Delivery Date by the Company pursuant
                  to this Agreement, the execution, delivery and performance by
                  the Company of this Agreement, the performance by the Company
                  of each of the Company Agreements or the consummation of the
                  transactions contemplated hereby and thereby (i) conflict
                  with, result in the creation or imposition of any lien, charge
                  or encumbrance upon the assets of the Company under the terms
                  of provisions of, or result in a breach or violation of any of
                  the terms or provisions of, or constitute a default under, any
                  indenture, mortgage, deed of trust, loan agreement or other
                  agreement or instrument known to such counsel to which the
                  Company is a party or by which the Company is bound or to
                  which any of the property or assets of the Company is subject,
                  (ii) result in any violation of the provisions of the Articles
                  or by-laws of the Company or (iii) result in the violation of
                  any statute or any order, rule or regulation known to such
                  counsel of any court or governmental agency or body having
                  jurisdiction over the Company or any of their properties or
                  assets, except


                                       16
<PAGE>

                  in the case of clauses (i) and (iii), such conflicts, breaches
                  or violations that in the aggregate would not reasonably be
                  expected to have a Material Adverse Effect; and, except for
                  the registration of the Tortoise Notes under the Securities
                  Act and such consents, approvals, authorizations,
                  registrations or qualifications as may be required under the
                  Exchange Act and applicable state securities laws in
                  connection with the purchase and distribution of the Tortoise
                  Notes by the Underwriters, no consent, approval, authorization
                  or order of, or filing or registration with, any such court or
                  governmental agency or body is required for the execution,
                  delivery and performance of this Agreement, the performance of
                  the Company Agreements by the Company or the consummation of
                  the transactions contemplated hereby, except for such
                  consents, approvals, authorizations, orders, filings or
                  registrations as have been obtained or made;

                           (xii) This Agreement and the Company Agreements
                  comply in all material respects with all applicable provisions
                  of the 1940 Act, the Investment Adviser's Act, the 1940 Act
                  Rules and Regulations and the Investment Adviser's Act Rules
                  and Regulations;

                           (xiii) To such counsel's knowledge, there are no
                  contracts, agreements or understandings between the Company
                  and any person granting such person the right to require the
                  Company to file a registration statement under the Securities
                  Act with respect to any securities of the Company owned or to
                  be owned by such person or to require the Company to include
                  such securities in the securities registered pursuant to the
                  Registration Statement or in any securities being registered
                  pursuant to any other registration statement filed by the
                  Company under the Securities Act;

                           (xiv) The Company is duly registered under the 1940
                  Act as a closed-end, non-diversified, management investment
                  company and the 1940 Act Notification has been duly filed with
                  the Commission, and, at the time of filing thereof and at the
                  time of filing any amendment or supplement thereto, conformed
                  in all material respects with all applicable provisions of the
                  1940 Act and the 1940 Act Rules and Regulations and, to the
                  best of such counsel's knowledge after reasonable inquiry, the
                  Company has not received any notice from the Commission
                  pursuant to Section 8(e) of the 1940 Act with respect to the
                  1940 Act Notification or the Registration Statement (or any
                  amendment or supplement to either of them);

                           (xv) All required action has been taken by the
                  Company under the Securities Act, the Exchange Act and the
                  1940 Act to make the public offering and consummate the sale
                  of the Tortoise Notes pursuant to this Agreement; the
                  provisions of the Articles and by-laws of the Company comply
                  as to form in all material respects with the requirements of
                  the 1940 Act; the provisions of the Articles and by-laws of
                  the Company and the investment policies and restrictions
                  described in the Prospectus under the heading "The Company's
                  Investments" comply in all material respects with the
                  requirements of the 1940 Act; and

                                       17
<PAGE>

                           (xvi) The statements made in the Registration
                  Statement and the Prospectus (and any amendment or supplement
                  thereto through the date of the opinion) under the caption
                  ["Federal Income Tax Matters"] to the extent they describe or
                  summarize tax laws, legal conclusions, doctrines or practices
                  of the United States, are materially correct.

         In rendering such opinions, such counsel may state that their opinion
is limited to matters governed by the Federal laws of the United States of
America and the laws of the State of Illinois. To the extent such counsel deems
proper and to the extent specified in such opinion, such counsel may rely, as to
matters involving the application of laws of the State of Maryland upon the
opinion of Venable LLP or other counsel of good standing whom such counsel
believes to be reliable and who are satisfactory to the Underwriters; provided
that (x) such reliance is expressly authorized by the opinion so relied upon and
a copy of each such opinion is delivered to the Underwriters and is, in form and
substance, satisfactory to the Underwriters and their counsel and (y) such
counsel states in their opinion that they believe that they and the Underwriters
are justified in relying thereon.

         Such counsel shall also state that it has participated in conferences
with officers and employees of the Company and the Adviser, representatives of
the independent auditors for the Company, Maryland counsel to the Company, the
Underwriters and counsel for the Underwriters at which the contents of the
Registration Statement and the Prospectus and related matters were discussed
and, although such counsel is not passing upon, and does not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus, except to the limited
extent otherwise covered by paragraphs _____, ______ and _____ hereof and have
made no independent check or verification thereof, on the basis of the
foregoing, no facts have come to such counsel's attention that would have led
such counsel to believe that (a) the Registration Statement (except the
financial statements and other financial and statistical data contained therein,
as to which such counsel expresses no opinion), at the time it became effective,
contained an untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
contained therein not misleading or (b) the Prospectus (except the financial
statements and other financial and statistical data contained therein, as to
which such counsel expresses no opinion), as of its issue date and as of the
Closing Date, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein or
necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.

                  (d) Blackwell Sanders Peper Martin LLP, counsel to the
         Investment Adviser, shall have furnished to the Underwriters their
         written opinion, addressed to the Underwriters and dated the Delivery
         Date, in form and substance reasonably satisfactory to the
         Underwriters, to the effect that:

                           (i) The Investment Adviser has been duly and is
                  validly existing as a limited liability company in good
                  standing under the laws of the State of Delaware, is duly
                  qualified to do business and is in good standing in each


                                       18
<PAGE>

                  jurisdiction in which its ownership or lease of property or
                  the conduct of its business as described in the Registration
                  Statement and the Prospectus (and any amendment or supplement
                  to either) requires such qualification, except where the
                  failure to so qualify or to be in good standing would not
                  reasonably be expected to have a Material Adverse Effect, and
                  has the power and authority to own or hold its properties and
                  to conduct its business as described in the Registration
                  Statement and the Prospectus (and any amendment or supplement
                  to either);

                           (ii) The Investment Adviser is duly registered as an
                  investment adviser under the Investment Adviser's Act and is
                  not prohibited by the Investment Adviser's Act, the 1940 Act,
                  the Investment Adviser's Act Rules and Regulations or the 1940
                  Act Rules and Regulations from acting under the Advisory
                  Agreement as contemplated by the Registration Statement and
                  the Prospectus (or any amendment or supplement thereto);

                           (iii) This Agreement and the Advisory Agreement have
                  each been duly authorized, executed and delivered by the
                  Investment Adviser, and constitute the valid and legally
                  binding agreements of the Investment Adviser, and, with
                  respect to the Advisory Agreement is enforceable against the
                  Investment Adviser in accordance with their terms, except as
                  rights to indemnity and contribution hereunder may be limited
                  by federal or state securities laws and subject to the
                  qualification that the enforceability of the Investment
                  Adviser's obligations hereunder and thereunder may be limited
                  by bankruptcy, insolvency, reorganization, moratorium and
                  other laws relating to or affecting creditors' rights
                  generally and by general equitable principles;

                           (iv) None of the execution, delivery and performance
                  of this Agreement by the Investment Adviser, the performance
                  of the Advisory Agreement or the consummation of the
                  transactions contemplated hereby and thereby (i) conflict
                  with, result in the creation or imposition of any lien, charge
                  or encumbrance upon the assets of the Investment Adviser under
                  the terms or provisions of, or result in a breach or violation
                  of any of the terms or provisions of, or constitute a default
                  under, any indenture, mortgage, deed of trust, loan agreement
                  or other agreement or instrument known to such counsel to
                  which the Investment Adviser is a party or by which the
                  Investment Adviser is bound or to which any of the property or
                  assets of the Investment Adviser is subject, (ii) result in
                  any violation of the provisions of the limited liability
                  company operating agreement or other organizational documents
                  of the Investment Adviser or (iii) result in any violation of
                  any statute or any order known to such counsel or rule or
                  regulation of any court or governmental agency or body having
                  jurisdiction over the Investment Adviser or any of its
                  properties or assets, except in the case of clauses (i) and
                  (iii), such conflicts, breaches and violations that in the
                  aggregate would not reasonably be expected to have a Material
                  Adverse Effect; and except for the registration of the
                  Tortoise Notes under the Securities Act and such consents,
                  approvals, authorizations, registrations or qualifications as
                  may be required under the Exchange Act and applicable state
                  securities laws in connection with the purchase and
                  distribution of the Tortoise Notes by the


                                       19
<PAGE>

                  Underwriters, no consent, approval, authorization or order of,
                  or filing or registration with, any such court or governmental
                  agency or body is required for the execution, delivery and
                  performance of this Agreement, the performance of the Advisory
                  Agreement or the consummation of the transactions contemplated
                  hereby and thereby;

                           (v) To such counsel's knowledge, the Investment
                  Adviser is not (i) in violation of its limited liability
                  company operating agreement or other organizational documents,
                  (ii) in default, and no event has occurred which, with notice
                  or lapse of time or both, would constitute such a default, in
                  the due performance or observance of any term, covenant or
                  condition contained in any indenture, mortgage, deed of trust,
                  loan agreement or other agreement or instrument to which it is
                  a party or by which it is bound or to which any of its
                  properties or assets is subject or (iii) in violation of any
                  law, ordinance, governmental rule, regulation or court decree
                  to which it or its property or assets may be subject or has
                  failed to obtain any material license, permit, certificate,
                  franchise or other governmental authorization or permit
                  necessary to the ownership of its property or to the conduct
                  of its business, except in the case of clauses (ii) and (iii),
                  such defaults, events, violations or failures that in the
                  aggregate would not reasonably be expected to have a Material
                  Adverse Effect;

                           (vi) To such counsel's knowledge and other than as
                  set forth in the Prospectus, there are no legal or
                  governmental proceedings pending to which the Investment
                  Adviser is a party or of which any property or assets of the
                  Investment Adviser is the subject which is reasonably likely
                  to be determined adversely to the Investment Adviser and, if
                  determined adversely to the Investment Adviser, would be
                  reasonably likely to have a Material Adverse Effect; and, to
                  such counsel's knowledge, no such proceedings are threatened
                  or contemplated by governmental authorities or threatened by
                  others; and

                           (vii) The description of the Investment Adviser and
                  its business, and the statements attributable to the
                  Investment Adviser, in the Registration Statement and the
                  Prospectus (and any amendment or supplement thereto) complied
                  and comply in all material respects with the provisions of the
                  Securities Act, the 1940 Act, the Investment Adviser's Act,
                  the Rules and Regulations and the Investment Adviser's Act
                  Rules and Regulations.

         In rendering such opinion, such counsel may state that their opinion is
limited to matters governed by the Federal laws of the United States of America,
the General Corporation Law of the State of Delaware, and the laws of the State
of Kansas.

                  (e) The Underwriters shall have received from Morrison &
         Foerster LLP, counsel to the Underwriters, such opinion or opinions,
         dated the Delivery Date, with respect to the issuance and sale of the
         Tortoise Notes, the Registration Statement, the Prospectus and other
         related matters as the Underwriters may reasonably require, and the
         Company shall have furnished to such counsel such documents as they
         reasonably request for the purpose of enabling them to pass upon such
         matters.


                                       20
<PAGE>

                  (f) At the time of execution of this Agreement, the
         Underwriters shall have received from Ernst & Young LLP a letter or
         letters, in form and substance satisfactory to the Underwriters,
         addressed to the Underwriters and dated the date hereof (i) confirming
         that they are independent public accountants within the meaning of the
         Securities Act and are in compliance with the applicable requirements
         relating to the qualification of accountants under Rule 2-01 of
         Regulation S-X of the Commission and (ii) stating, as of the date
         hereof (or, with respect to matters involving changes or developments
         since the respective dates as of which specified financial information
         is given in the Prospectus, as of a date not more than five days prior
         to the date hereof), the conclusions and findings of such firm with
         respect to the financial information and other matters ordinarily
         covered by accountants' "comfort letters" to underwriters in connection
         with registered public offerings.

                  (g) With respect to the letter or letters of Ernst & Young LLP
         referred to in the preceding paragraph and delivered to the
         Underwriters concurrently with the execution of this Agreement (the
         "Initial Letter"), the Company shall have furnished to the Underwriters
         a letter (the "Bring-down Letter") of such accountants, addressed to
         the Underwriters and dated the Delivery Date (i) confirming that they
         are independent public accountants within the meaning of the Securities
         Act and are in compliance with the applicable requirements relating to
         the qualification of accountants under Rule 2-01 of Regulation S-X of
         the Commission, (ii) stating, as of the date of the bring-down letter
         (or, with respect to matters involving changes or developments since
         the respective dates as of which specified financial information is
         given in the Prospectus, as of a date not more than five days prior to
         the date of the bring-down letter), the conclusions and findings of
         such firm with respect to the financial information and other matters
         covered by the initial letters and (iii) confirming in all material
         respects the conclusions and findings set forth in the initial letters.

                  (h) The Company shall have furnished to the Underwriters on
         the Delivery Date a certificate, dated the Delivery Date, of its
         Chairman of the Board of Directors, its Chief Executive Officer or
         President and its Chief Financial Officer or Treasurer or an Assistant
         Treasurer stating that:

                           (i) The representations, warranties and agreements of
                  the Company contained herein and in the Auction Agreement are
                  true and correct as of the date hereof and as of the Delivery
                  Date; the Company has complied with all its agreements
                  contained herein prior to or on the Delivery Date; and the
                  conditions set forth in Section 8 have been fulfilled;

                           (ii) Since the respective dates as of which
                  information is given in the Prospectus, other than as set
                  forth in or contemplated by the Prospectus, (A) there has not
                  occurred any change or any development that might have a
                  Material Adverse Effect, (B) there has not been any change in
                  the capital stock, short-term debt or long-term debt of the
                  Company that might have a Material Adverse Effect, (C) the
                  Company has not incurred any material liability or obligation,
                  direct or contingent, (D) there has not occurred a material
                  loss or interference with the Company's business from fire,
                  explosion, flood or other calamity, whether or not


                                       21
<PAGE>

                  covered by insurance, or from any labor dispute or court or
                  governmental action, order or decree and (E) the Company has
                  not declared or paid any dividend on its shares of common
                  stock, except for dividends declared in the ordinary course of
                  business, and, except as set forth in or contemplated by the
                  Prospectus, the Company has not entered into any transaction
                  (other than purchases and sales of portfolio transactions) or
                  agreement (other than investment-related agreements) material
                  to the Company; and

                           (iii) They carefully have examined the Registration
                  Statement and the Prospectus and, in their opinion (and in
                  forming such opinion each officer may rely on information
                  provided by the other parties to this Agreement) (A) as of the
                  Effective Date, the Registration Statement did not contain any
                  untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading, (B) as of its date
                  and the Delivery Date, the Prospectus did not contain any
                  untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading, and (C) since the
                  Effective Date, no event has occurred which should have been
                  set forth in a supplement to, or amendment of, the Prospectus
                  which has not been set forth in such a supplement or
                  amendment.

                  (i) The Investment Adviser shall have furnished to the
         Underwriters on the Delivery Date a certificate, dated the Delivery
         Date, of the Chairman of its Board of Directors, President or a Vice
         President and its Chief Financial Officer, Treasurer or an Assistant
         Treasurer, dated the Delivery Date, stating that:

                           (i) The representations, warranties and agreements of
                  the Investment Adviser contained herein are true and correct
                  as of the date hereof and as of the Delivery Date; the
                  Investment Adviser has complied with all its agreements
                  contained herein prior to or on the Delivery Date; and the
                  conditions set forth in Section 8 of have been fulfilled; and

                           (ii) They have examined the Registration Statement
                  and the Prospectus and, in their opinion (and in forming such
                  opinion each officer may rely on information provided by the
                  other parties to this Agreement) (A) as of the Effective Date,
                  the Registration Statement did not contain any untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading, (B) as of its date and the
                  Delivery Date, the Prospectus did not contain any untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading, and (C) since the Effective
                  Date, no event has occurred which should have been set forth
                  in a supplement to, or amendment of, the Prospectus which has
                  not been set forth in such a supplement or amendment.

                  (j) The Company shall not have sustained since the date of the
         latest audited financial statements included in the Prospectus (A) any
         loss or interference with


                                       22
<PAGE>

         its business from fire, explosion, flood or other calamity, whether or
         not covered by insurance, or from any labor dispute or court or
         governmental action, order or decree, or (B) since such date, there
         shall not have been any change in the capital stock, short-term debt or
         long-term debt of the Company or any change, or any development
         involving a prospective change, in or affecting the general affairs,
         management, financial position, prospects, shareholders' equity or
         results of operations of the Company, otherwise than as described or
         contemplated in the Prospectus, the effect of which, in any such case
         described in clause (A) or (B), is, in the judgment of the
         Underwriters, so material and adverse as to make it impracticable or
         inadvisable to proceed with the public offering or the delivery of the
         Tortoise Notes being delivered on the Delivery Date on the terms and in
         the manner contemplated in the Prospectus and in this Agreement.

                  (k) The Company shall have furnished to the Underwriters a
         report showing compliance with the asset coverage requirements of the
         1940 Act and the 1940 Act Shares Asset Coverage (as defined in the
         Registration Statement), each dated the Delivery Date and in form and
         substance satisfactory to the Underwriters. Each such report shall
         assume the receipt of the net proceeds from the sale of the Tortoise
         Notes and may use portfolio holdings and valuations as of the close of
         business of any day not more than six business days preceding the
         Delivery Date, provided, however, that the Company represents in such
         report that its total net assets as of the Delivery Date have not
         declined by 5% or more from such valuation date.

                  (l) The Company shall have delivered and the Underwriters
         shall have received evidence satisfactory to it that the Tortoise Notes
         are rated at least "AA" by Moody's Investors Service, Inc. and "AA" by
         Fitch, Inc., a division of the McGraw Hill Companies, as of the
         Delivery Date, and subsequent to the execution and delivery of this
         Agreement, (i) no downgrading shall have occurred in the rating
         accorded the Tortoise Notes by any "nationally recognized statistical
         rating organization" as that term is defined by the Commission for
         purposes of Rule 436(g)(2) of the 1933 Act Rules and Regulations and
         (ii) no such organization shall have publicly announced that is has
         under surveillance or review, with possible negative implications, its
         rating of the Tortoise Notes.

                  (m) Neither the Company nor the Investment Adviser shall have
         failed at or prior to the Delivery Date to have performed or complied
         with any of the agreements contained herein and required to be
         performed or complied with by them at or prior to the Delivery Date.

                  (n) Subsequent to the execution and delivery of this Agreement
         there shall not have occurred any of the following: (i) trading in
         securities generally on the New York Stock Exchange or the American
         Stock Exchange or in the over-the-counter market, or trading in any
         securities of the Company on any exchange or in the over-the-counter
         market, shall have been suspended or materially limited or the
         settlement of such trading generally shall have been materially
         disrupted or minimum prices shall have been established on any such
         exchange or such market by the Commission, by such exchange or by any
         other regulatory body or governmental authority having jurisdiction,
         (ii) a banking moratorium shall have been declared by Federal or state
         authorities, (iii) the United States shall have become engaged in
         hostilities, there shall have been an


                                       23
<PAGE>

         escalation in hostilities involving the United States or there shall
         have been a declaration of a national emergency or war by the United
         States or (iv) there shall have occurred such a material adverse change
         in general economic, political or financial conditions (or the effect
         of international conditions on the financial markets in the United
         States shall be such), including, without limitation, as a result of
         terrorist activities after the date hereof, or any other calamity or
         crisis as to make it, in the judgment of the Underwriters,
         impracticable or inadvisable to proceed with the public offering or
         delivery of the Tortoise Notes being delivered on such Delivery Date on
         the terms and in the manner contemplated in the Prospectus.

                  (o) The Underwriters shall not have discovered and disclosed
         to the Company on or prior to the Delivery Date that the Registration
         Statement or the Prospectus or any amendment or supplement thereto
         contains an untrue statement of a fact which, in the reasonable opinion
         of Morrison & Foerster LLP, counsel for the Underwriters, is material
         or omits to state a fact which, in the reasonable opinion of such
         counsel, is material and is required to be stated therein or is
         necessary to make the statements therein not misleading.

                  (p) The Company and the Investment Adviser shall have
         furnished to the Underwriters such further certificates, documents and
         opinions of counsel as the Underwriters shall reasonably request
         (including certificates of officers of the Company and the Investment
         Adviser).

         All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters.

         Section 9. Indemnification and Contribution.

                  (a) The Company and the Investment Adviser shall jointly and
         severally indemnify and hold harmless each Underwriter, its directors,
         officers and employees and each person, if any, who controls any
         Underwriter within the meaning of the Securities Act, from and against
         any loss, claim, damage or liability, joint or several, or any action
         in respect thereof (including, but not limited to, any loss, claim,
         damage, liability or action relating to purchases and sales of Tortoise
         Notes), to which such Underwriter, director, officer, employee or
         controlling person may become subject, under the Securities Act or
         otherwise, insofar as such loss, claim, damage, liability or action
         arises out of, or is based upon, (i) any untrue statement or alleged
         untrue statement of a material fact contained (A) in the 1940 Act
         Notification, (B) in any Preliminary Prospectus, the Prospectus, the
         Registration Statement or in any amendment or supplement thereto
         including information deemed to be a part of the Registration Statement
         pursuant to Rule 430A of the Rules and Regulations, if applicable, or
         (C) in any Marketing Materials, (ii) the omission or alleged omission
         to state in any Preliminary Prospectus, the Registration Statement or
         the Prospectus, or in any amendment or supplement thereto, or in any
         Marketing Materials, any material fact required to be stated therein or
         necessary to make the statements therein not misleading or (iii) any
         act or failure to act or any alleged act or failure to act by such
         Underwriter in connection with,


                                       24
<PAGE>


         or relating in any manner to, the Tortoise Notes or the offering
         contemplated hereby, and which is included as part of or referred to in
         any loss, claim, damage, liability or action arising out of or based
         upon matters covered by clause (i) or (ii) above (provided that neither
         the Company nor the Investment Adviser shall be liable under this
         clause (iii) to the extent that it is determined in a final judgment by
         a court of competent jurisdiction that such loss, claim, damage,
         liability or action resulted directly from any such acts or failures to
         act undertaken or omitted to be taken by such Underwriter through its
         gross negligence or willful misconduct), and shall reimburse such
         Underwriter and each such director, officer, employee or controlling
         person promptly upon demand for any legal or other expenses reasonably
         incurred by such Underwriter, director, officer, employee or
         controlling person in connection with investigating or defending or
         preparing to defend against any such loss, claim, damage, liability or
         action as such expenses are incurred; provided, however, that neither
         the Company nor the Investment Adviser shall be liable in any such case
         to the extent that any such loss, claim, damage, liability or action
         (i) arises out of, or is based upon, any untrue statement or alleged
         untrue statement or omission or alleged omission made in any
         Preliminary Prospectus, the Registration Statement or the Prospectus,
         or in any such amendment or supplement, in reliance upon and in
         conformity with written information furnished to the Company or the
         Investment Adviser by or on behalf of the Underwriters specifically for
         inclusion therein which information consists solely of the information
         specified in Section 9(e); or (ii) results solely from an untrue
         statement of material fact contained in, or the omission of a material
         fact from, a Preliminary Prospectus, which untrue statement or omission
         was corrected in the Prospectus (as then amended or supplemented) if
         (A) an Underwriter sold Tortoise Notes to the person alleging such
         loss, claim, damage, liability or action without sending or giving, at
         or prior to the written confirmation of such sale, a copy of the
         Prospectus (as then amended or supplemented), (B) within a reasonable
         amount of time prior to such sale or such confirmation, the Company had
         furnished to such Underwriter copies of the corrected Prospectus which,
         if delivered, would have cured the defect giving rise to such loss,
         claim, damage, liability or action, and (C) the Underwriter failed to
         deliver such corrected Prospectus. The foregoing indemnity agreement is
         in addition to any liability which the Company or the Investment
         Adviser may otherwise have to any Underwriter or to any director,
         officer, employee or controlling person of that Underwriter.

                  (b) Each Underwriter, severally and not jointly, shall
         indemnify and hold harmless the Company, its officers and employees,
         each of its directors, and each person, if any, who controls the
         Company within the meaning of the Securities Act, from and against any
         loss, claim, damage or liability, joint or several, or any action in
         respect thereof, to which the Company or any such director, officer or
         controlling person may become subject, under the Securities Act or
         otherwise, insofar as such loss, claim, damage, liability or action
         arises out of, or is based upon, (i) any untrue statement or alleged
         untrue statement of a material fact contained in any Preliminary
         Prospectus, the Registration Statement or the Prospectus or in any
         amendment or supplement thereto, or (ii) the omission or alleged
         omission to state in any Preliminary Prospectus, the Registration
         Statement or the Prospectus, or in any amendment or supplement thereto,
         any material fact required to be stated therein or necessary to make
         the statements therein not misleading, but in each case only to the
         extent that the untrue statement or alleged untrue


                                       25
<PAGE>

         statement or omission or alleged omission was made in reliance upon and
         in conformity with written information furnished to the Company by or
         on behalf of the Underwriters specifically for inclusion therein, which
         information is limited to the information set forth in Section 9(e),
         and shall reimburse the Company and any such director, officer or
         controlling person for any legal or other expenses reasonably incurred
         by the Company or any such trustee, officer or controlling person in
         connection with investigating or defending or preparing to defend
         against any such loss, claim, damage, liability or action as such
         expenses are incurred. The foregoing indemnity agreement is in addition
         to any liability which the Underwriters may otherwise have to the
         Company or any such director, officer, employee or controlling person.

                  (c) Promptly after receipt by an indemnified party under this
         Section 9 of notice of any claim or the commencement of any action, the
         indemnified party shall, if a claim in respect thereof is to be made
         against the indemnifying party under this Section 9, notify the
         indemnifying party in writing of the claim or the commencement of that
         action; provided, however, that the failure to notify the indemnifying
         party shall not relieve it from any liability which it may have under
         this Section 9 except to the extent it has been materially prejudiced
         by such failure and, provided further, that the failure to notify the
         indemnifying party shall not relieve it from any liability which it may
         have to an indemnified party otherwise than under this Section 9. If
         any such claim or action shall be brought against an indemnified party,
         and it shall notify the indemnifying party thereof, the indemnifying
         party shall be entitled to participate therein and, to the extent that
         it wishes, jointly with any other similarly notified indemnifying
         party, to assume the defense thereof with counsel reasonably
         satisfactory to the indemnified party. After notice from the
         indemnifying party to the indemnified party of its election to assume
         the defense of such claim or action, the indemnifying party shall not
         be liable to the indemnified party under this Section 9 for any legal
         or other expenses subsequently incurred by the indemnified party in
         connection with the defense thereof other than reasonable costs of
         investigation; provided, however, that the indemnified party shall have
         the right to employ separate counsel to represent the indemnified
         party, and its respective directors, officers, employees and
         controlling persons who may be subject to liability arising out of any
         claim in respect of which indemnity may be sought under this Section 9
         if, the named parties to any such action, suit or proceeding (including
         any impleaded parties) include both an indemnified party (and/or its
         officers, employees, directors and each person who controls the
         indemnified party within the meaning of the Securities Act) and the
         indemnifying party and the indemnified party shall have been advised by
         its counsel that representation of both the indemnified party (and/or
         its officers, employees, directors and each person who controls the
         indemnified party within the meaning of the Securities Act) and the
         indemnifying party would be inappropriate under applicable standards of
         professional conduct (whether or not such representation by the same
         counsel has been proposed) and in the reasonable judgment of the
         indemnified party, it is advisable for the indemnified party and its
         directors, officers, employees and controlling persons to be jointly
         represented by separate counsel, then in that event the fees and
         expenses of one such separate counsel shall be paid by the Company or
         the Investment Adviser. No indemnifying party shall (i) without the
         prior written consent of the indemnified parties (which consent shall
         not be unreasonably withheld), settle or compromise or consent to the
         entry of any judgment with respect to any pending or


                                       26
<PAGE>

         threatened claim, action, suit or proceeding in respect of which
         indemnification or contribution may be sought hereunder (whether or not
         the indemnified parties are actual or potential parties to such claim
         or action) unless such settlement, compromise or consent includes an
         unconditional release of each indemnified party from all liability
         arising out of such claim, action, suit or proceeding, or (ii) be
         liable for any settlement of any such action effected without its
         written consent (which consent shall not be unreasonably withheld), but
         if settled with the consent of the indemnifying party or if there be a
         final judgment of the plaintiff in any such action, the indemnifying
         party agrees to indemnify and hold harmless any indemnified party from
         and against any loss or liability by reason of such settlement or
         judgment.

                  (d) If the indemnification provided for in this Section 9
         shall for any reason be unavailable to or insufficient to hold harmless
         an indemnified party under Section 9(a) or 9(b) in respect of any loss,
         claim, damage or liability, or any action in respect thereof, referred
         to therein, then each indemnifying party shall, in lieu of indemnifying
         such indemnified party, contribute to the amount paid or payable by
         such indemnified party as a result of such loss, claim, damage or
         liability, or action in respect thereof, (i) in such proportion as
         shall be appropriate to reflect the relative benefits received by the
         Company and the Investment Adviser (treated jointly as one person for
         this purpose) on the one hand and the Underwriters on the other from
         the offering of the Tortoise Notes or (ii) if the allocation provided
         by clause (i) above is not permitted by applicable law, in such
         proportion as is appropriate to reflect not only the relative benefits
         referred to in clause (i) above but also the relative fault of the
         Company and the Investment Adviser (treated jointly as one person for
         this purpose) on the one hand and the Underwriters on the other with
         respect to the statements or omissions which resulted in such loss,
         claim, damage or liability, or action in respect thereof, as well as
         any other relevant equitable considerations. The relative benefits
         received by the Company and the Investment Adviser (treated jointly as
         one person for this purpose) on the one hand and the Underwriters on
         the other with respect to such offering shall be deemed to be in the
         same proportion as the total net proceeds from the offering of the
         Tortoise Notes purchased under this Agreement (before deducting
         expenses) received by the Company, on the one hand, and the total
         underwriting discounts and commissions received by the Underwriters
         with respect to the Tortoise Notes purchased under this Agreement, on
         the other hand, bear to the total gross proceeds from the offering of
         the Tortoise Notes under this Agreement, in each case as set forth in
         the table on the cover page of the Prospectus. The relative fault shall
         be determined by reference to whether the untrue or alleged untrue
         statement of a material fact or omission or alleged omission to state a
         material fact relates to information supplied by the Company or the
         Investment Adviser, on one hand, or the Underwriters, on the other
         hand, the intent of the parties and their relative knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission. The Company, the Investment Adviser and the Underwriters
         agree that it would not be just and equitable if contributions pursuant
         to this Section were to be determined by pro rata allocation or by any
         other method of allocation which does not take into account the
         equitable considerations referred to herein. The amount paid or payable
         by an indemnified party as a result of the loss, claim, damage or
         liability, or action in respect thereof, referred to above in this
         Section shall be deemed to include, for purposes of this Section 9(d),
         any legal or other expenses reasonably incurred by such indemnified
         party


                                       27
<PAGE>

         in connection with investigating or defending any such action or claim.
         Notwithstanding the provisions of this Section 9(d), the Underwriters
         shall not be required to contribute any amount in excess of the amount
         by which the total price at which the Tortoise Notes underwritten by it
         and distributed to the public were offered to the public exceeds the
         amount of any damages which such Underwriter has otherwise paid or
         become liable to pay by reason of any untrue or alleged untrue
         statement or omission or alleged omission. No person guilty of
         fraudulent misrepresentation (within the meaning of Section 11(f) of
         the Securities Act) shall be entitled to contribution from any person
         who was not guilty of such fraudulent misrepresentation.

                  (e) The Underwriters severally confirm and the Company and the
         Investment Adviser acknowledge that the statements set forth in the
         last sentence on the front cover page, its name and paragraphs four and
         six under the section "Underwriting," in the Prospectus are correct and
         constitute the only information concerning the Underwriters furnished
         in writing to the Company specifically for inclusion in the
         Registration Statement and the Prospectus.

         Section 10. Termination. The obligations of the Underwriters hereunder
may be terminated by the Underwriters by notice given to and received by the
Company prior to delivery of and payment for the Tortoise Notes if, prior to
that time, any of the events described in Sections 8(j) or 8(n), shall have
occurred or if the Underwriters shall decline to purchase the Tortoise Notes for
any reason permitted under this Agreement.

         Section 11. Reimbursement of Underwriters' Expenses. If (a) the Company
shall fail to tender the Tortoise Notes for delivery to the Underwriters by
reason of any failure, refusal or inability on the part of the Company to
perform any agreement on its part to be performed, or because any other
condition of the Underwriters' obligations hereunder required to be fulfilled by
the Company is not fulfilled or (b) the Underwriters decline to purchase the
Tortoise Notes because of a failure by the Company or the Investment Adviser to
perform their respective obligations under this Agreement, the Company shall
reimburse the Underwriters for all reasonable out-of-pocket expenses (including
fees and disbursements of counsel) incurred by the Underwriters in connection
with this Agreement and the proposed purchase of the Tortoise Notes, and upon
demand the Company shall pay the full amount thereof to the Underwriters.

         Section 12. Notices, Etc. All statements, requests, notices and
agreements hereunder shall be in writing, and:

                  (a) if to the Underwriters, shall be delivered or sent by
         mail, telex or facsimile transmission to Lehman Brothers Inc., 745
         Seventh Avenue, New York, NY 10019, Attention: Syndicate Department
         (Fax: 646-758-4231) and to Stifel Nicolaus & Company, Inc., 501 North
         Broadway, St. Louis, MS 63102, Attention: Equity Capital Markets (Fax:
         ___-___-____), with a copy, in the case of any notice pursuant to
         Section 9(c) the Director of Litigation, Office of the General Counsel,
         Lehman Brothers Inc., 399 Park Avenue, New York, NY 10022; and with a
         copy to Morrison & Foerster LLP, 1290 Avenue of the Americas, New York,
         New York 10104, Attention: Anna T. Pinedo, Esq. (Fax: 212-468-7900;
         Telephone 212-468-8179);


                                       28
<PAGE>

                  (b) if to the Company, shall be delivered or sent by mail,
         telex or facsimile transmission to the address of the Company set forth
         in the Registration Statement, Attention: David Schulte (Fax:
         816-960-1777); with a copy to Vedder, Price, Kaufman & Kammholz, P.C.,
         222 N. LaSalle Street ,Chicago, IL 60601; Attention: Deborah Bielicke
         Eades (Fax: 312-609-5005; Telephone 312-609-7661); and

                  (c) if to the Investment Adviser, shall be delivered or sent
         by mail, telex or facsimile transmission to Tortoise Capital Advisors,
         LLC, 10801 Mastin Boulevard, Overland Park, KS 66210, Attention: Terry
         Matlack, with a copy to Vedder, Price, Kaufman & Kammholz, P.C., 222 N.
         LaSalle Street ,Chicago, IL 60601; Attention: Deborah Bielicke Eades
         (Fax: 312-609-5005; Telephone 312-609-7661).

         Any such statements, requests, notices or agreements shall take effect
at the time of receipt thereof. The Company shall be entitled to act and rely
upon any request, consent, notice or agreement given or made on behalf of the
Underwriters.

         Section 13. Persons Entitled to Benefit of Agreement. This Agreement
shall inure to the benefit of and be binding upon the Underwriters, the Company,
the Investment Adviser, and their respective successors. This Agreement and the
terms and provisions hereof are for the sole benefit of only those persons,
except that (A) the representations, warranties, indemnities and agreements of
the Company and the Investment Adviser contained in this Agreement shall also be
deemed to be for the benefit of the directors, officers and the person or
persons, if any, who control the Underwriters within the meaning of Section 15
of the Securities Act and (B) the indemnity agreement of the Underwriters
contained in Section 9(b) of this Agreement shall be deemed to be for the
benefit of the Board of Directors of the Company, officers of the Company who
have signed the Registration Statement and any person controlling the Company
within the meaning of Section 15 of the Securities Act. Nothing in this
Agreement is intended or shall be construed to give any person, other than the
persons referred to in this Section 13, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.

         Section 14. Survival. The respective indemnities, representations,
warranties and agreements of the Company and the Underwriters contained in this
Agreement or made by or on behalf on them, respectively, pursuant to this
Agreement, shall survive the delivery of and payment for the Tortoise Notes and
shall remain in full force and effect, regardless of any investigation made by
or on behalf of any of them or any person controlling any of them.

         Section 15. Definition of the Term "Business Day". For purposes of this
Agreement, "business day" means each Monday, Tuesday, Wednesday, Thursday or
Friday which is not a day on which banking institutions in New York are
generally authorized or obligated by law or executive order to close.


                                       29
<PAGE>

         Section 16. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of New York.

         Section 17. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

         Section 18. Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

         Section 19. Limitation of Liability. A copy of the Articles of the
Company is on file with the Secretary of State of the State of Maryland. This
Agreement has been executed on behalf of the Company by an officer of the
Company in such capacity and not individually and the obligations of the Company
under this Agreement are not binding upon such officer or any of the directors
or the shareholders of the Company individually but are binding only upon the
assets and property of the Company.


                                       30
<PAGE>


         If the foregoing correctly sets forth the agreement among the Company,
the Investment Adviser and the Underwriters, please indicate your acceptance in
the space provided for that purpose below.


Very truly yours,

                             TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                             By:
                                 -----------------------------------------------
                             Name:
                             Title:



                             TORTOISE CAPITAL ADVISORS LLC

                             By:
                                 -----------------------------------------------
                             Name:
                             Title:


Accepted:

LEHMAN BROTHERS INC.
STIFEL, NICOLAUS & COMPANY, INC.

 By:
      --------------------------------------------------------
 Name:
          Authorized Representative



                                       31

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>11
<FILENAME>exj_061804.txt
<DESCRIPTION>EXHIBIT J
<TEXT>
                                                                       EXHIBIT J

                                CUSTODY AGREEMENT


         THIS AGREEMENT is made and entered into as of this 12 day of December,
2003, by and between TORTOISE ENERGY INFRASTRUCTURE CORPORATION, a Maryland
corporation (the "Company" or "Fund") and U.S. BANK NATIONAL ASSOCIATION, a
national banking association (the "Custodian").

         WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a closed-end management investment
company, and is authorized to issue shares of common stock;

         WHEREAS, the Company desires to retain U.S. Bank National Association
to act as Custodian for the Company;

         WHEREAS, the Company desires that the Fund's Securities (defined below)
and cash be held and administered by the Custodian pursuant to this Agreement;
and

         WHEREAS, the Custodian is a bank having the qualifications prescribed
in Section 26(a)(1) of the 1940 Act;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

         1.1      "Authorized Person" means any Officer or other person duly
                  authorized by resolution of the Board of Directors to give
                  Oral Instructions and Written Instructions on behalf of the
                  Fund and named in Exhibit A hereto or in such resolutions of
                  the Board of Directors, certified by an Officer, as may be
                  received by the Custodian from time to time.

         1.2      "Board of Directors" shall mean the Directors from time to
                  time serving under the Company's Articles of Incorporation, as
                  from time to time amended.

         1.3      "Book-Entry System" shall mean a federal book-entry system as
                  provided in Subpart O of Treasury Circular No. 300, 31 CFR
                  306, in Subpart B of 31 CFR Part 350, or in such book-entry
                  regulations of federal agencies as are substantially in the
                  form of such Subpart O.


                                       1
<PAGE>


         1.4      "Business Day" shall mean any day recognized as a settlement
                  day by The New York Stock Exchange, Inc., and any other day
                  for which the Company computes the net asset value of Shares
                  of the Fund.

         1.5      "Fund Custody Account" shall mean any of the accounts in the
                  name of the Company, which is provided for in Section 3.2
                  below.

         1.6      "NASD" shall mean The National Association of Securities
                  Dealers, Inc.

         1.7      "Officer" shall mean the Chairman, President, any Vice
                  President, any Assistant Vice President, the Secretary, any
                  Assistant Secretary, the Treasurer, or any Assistant Treasurer
                  of the Company.

         1.8      "Oral Instructions" shall mean instructions orally transmitted
                  to and accepted by the Custodian because such instructions
                  are: (i) reasonably believed by the Custodian to have been
                  given by any two Authorized Persons, (ii) recorded and kept
                  among the records of the Custodian made in the ordinary course
                  of business and (iii) orally confirmed by the Custodian. The
                  Company shall cause all Oral Instructions to be confirmed by
                  Written Instructions prior to the end of the next Business
                  Day. If such Written Instructions confirming Oral Instructions
                  are not received by the Custodian prior to a transaction, it
                  shall in no way affect the validity of the transaction or the
                  authorization thereof by the Company. If Oral Instructions
                  vary from the Written Instructions that purport to confirm
                  them, the Custodian shall notify the Company of such variance
                  but such Oral Instructions will govern unless the Custodian
                  has not yet acted.

         1.9      "Proper Instructions" shall mean Oral Instructions or Written
                  Instructions. Proper Instructions may be continuing Written
                  Instructions when deemed appropriate by both parties.

         1.10     "Securities Depository" shall mean The Depository Trust
                  Company and any other clearing agency registered with the
                  Securities and Exchange Commission under Section 17A of the
                  Securities Exchange Act of 1934, as amended (the "1934 Act"),
                  which acts as a system for the central handling of Securities
                  where all Securities of any particular class or series of an
                  issuer deposited within the system are treated as fungible and
                  may be transferred or pledged by bookkeeping entry without
                  physical delivery of the Securities.

         1.11     "Securities" shall include, without limitation, common and
                  preferred stocks, bonds, call options, put options,
                  debentures, notes, bank certificates of deposit, bankers'
                  acceptances, mortgage-backed securities or other obligations,
                  and any certificates, receipts, warrants or other instruments
                  or documents representing rights to receive, purchase or
                  subscribe for the same, or evidencing or representing any
                  other rights or interests therein, or any similar property or
                  assets that the Custodian has the facilities to clear and to
                  service.

         1.12     "Shares" shall mean, with respect to the Fund, the units of
                  common stock issued by the Company on account of the Fund.


                                       2
<PAGE>

         1.13     "Sub-Custodian" shall mean and include (i) any branch of a
                  "U.S. Bank," as that term is defined in Rule 17f-5 under the
                  1940 Act, (ii) any "Eligible Foreign Custodian," as that term
                  is defined in Rule 17f-5 under the 1940 Act, having a contract
                  with the Custodian which the Custodian has determined will
                  provide reasonable care of assets of the Fund based on the
                  standards specified in Section 3.3 below. Such contract shall
                  include provisions that provide: (i) for indemnification or
                  insurance arrangements (or any combination of the foregoing)
                  such that the Fund will be adequately protected against the
                  risk of loss of assets held in accordance with such contract;
                  (ii) that the Fund's assets will not be subject to any right,
                  charge, security interest, lien or claim of any kind in favor
                  of the Sub-Custodian or its creditors except a claim of
                  payment for their safe custody or administration, in the case
                  of cash deposits, liens or rights in favor of creditors of the
                  Sub-Custodian arising under bankruptcy, insolvency, or similar
                  laws; (iii) that beneficial ownership for the Fund's assets
                  will be freely transferable without the payment of money or
                  value other than for safe custody or administration; (iv) that
                  adequate records will be maintained identifying the assets as
                  belonging to the Fund or as being held by a third party for
                  the benefit of the Fund; (v) that the Fund's independent
                  public accountants will be given access to those records or
                  confirmation of the contents of those records; and (vi) that
                  the Fund will receive periodic reports with respect to the
                  safekeeping of the Fund's assets, including, but not limited
                  to, notification of any transfer to or from the Fund's account
                  or a third party account containing assets held for the
                  benefit of the Fund. Such contract may contain, in lieu of any
                  or all of the provisions specified above, such other
                  provisions that the Custodian determines will provide, in
                  their entirety, the same or a greater level of care and
                  protection for Fund assets as the specified provisions, in
                  their entirety.

         1.14     "Written Instructions" shall mean (i) written communications
                  actually received by the Custodian and signed by any two
                  Authorized Persons, or (ii) communications by telex or any
                  other such system from one or more persons reasonably believed
                  by the Custodian to be Authorized Persons, or (iii)
                  communications between electro-mechanical or electronic
                  devices provided that the use of such devices and the
                  procedures for the use thereof shall have been approved by
                  resolutions of the Board of Directors, a copy of which,
                  certified by an Officer, shall have been delivered to the
                  Custodian.

                                   ARTICLE II
                            APPOINTMENT OF CUSTODIAN

         2.1      Appointment. The Company hereby appoints the Custodian as
                  custodian of all Securities and cash owned by or in the
                  possession of the Fund at any time during the period of this
                  Agreement, on the terms and conditions set forth in this
                  Agreement, and the Custodian hereby accepts such appointment
                  and agrees to perform the services and duties set forth in
                  this Agreement.


                                       3
<PAGE>

         2.2      Documents to be Furnished. The following documents, including
                  any amendments thereto, will be provided contemporaneously
                  with the execution of the Agreement to the Custodian by the
                  Company:

                  (a)      A copy of the Articles of Incorporation certified by
                           the Secretary;
                  (b)      A copy of the Bylaws of the Company certified by the
                           Secretary;
                  (c)      A copy of the resolution of the Board of Directors of
                           the Company appointing the Custodian, certified by
                           the Secretary;
                  (d)      A copy of the then current Prospectus of the Fund;
                           and
                  (e)      A certification of the Chairman and Secretary of the
                           Company setting forth the names and signatures of the
                           current Officers of the Company and other Authorized
                           Persons.

         2.3      Notice of Appointment of Dividend and Transfer Agent. The
                  Company agrees to notify the Custodian in writing of the
                  appointment, termination or change in appointment of any
                  Dividend and Transfer Agent of the Fund.


                                   ARTICLE III
                         CUSTODY OF CASH AND SECURITIES

         3.1      Segregation. All Securities and non-cash property held by the
                  Custodian for the account of the Fund (other than Securities
                  maintained in a Securities Depository or Book-Entry System)
                  shall be physically segregated from other Securities and
                  non-cash property in the possession of the Custodian and shall
                  be identified as subject to this Agreement.

         3.2      Fund Custody Accounts. As to the Fund, the Custodian shall
                  open and maintain in its trust department a custody account in
                  the name of the Company, subject only to draft or order of the
                  Custodian, in which the Custodian shall enter and carry all
                  Securities, cash and other assets of the Fund which are
                  delivered to it.

         3.3      Appointment of Agents.

                  (a)      In its discretion, the Custodian may appoint one or
                           more Sub-Custodians to act as Securities Depositories
                           or as sub-custodians to hold Securities and cash of
                           the Fund and to carry out such other provisions of
                           this Agreement as it may determine, provided,
                           however, that the appointment of any such agents and
                           maintenance of any Securities and cash of the Fund
                           shall be at the Custodian's expense and shall not
                           relieve the Custodian of any of its obligations or
                           liabilities under this Agreement.

                  (b)      If, after the initial approval of Sub-Custodians by
                           the Board of Directors in connection with this
                           Agreement, the Custodian wishes to appoint other
                           Sub-Custodians to hold property of the Fund, it will
                           so notify the Company and provide it with information
                           reasonably necessary to determine any such new
                           Sub-Custodian's eligibility under Rule 17f-5 under
                           the 1940 Act, including a copy of the proposed
                           agreement with such Sub-Custodian. The Company


                                       4
<PAGE>

                           shall at the meeting of the Board of Directors next
                           following receipt of such notice and information give
                           a written approval or disapproval of the proposed
                           action.

                  (c)      The Agreement between the Custodian and each
                           Sub-Custodian acting hereunder shall contain the
                           required provisions set forth in Rule 17f-5(c)(2).

                  (d)      At the end of each calendar quarter, the Custodian
                           shall provide written reports notifying the Board of
                           Directors of the placement of the Securities and cash
                           of the Fund with a particular Sub-Custodian and of
                           any material changes in the Fund's arrangements. The
                           Custodian shall promptly take such steps as may be
                           required to withdraw assets of the Fund from any
                           Sub-Custodian that has ceased to meet the
                           requirements of Rule 17f-5 under the 1940 Act.

                  (e)      With respect to its responsibilities under this
                           Section 3.3, the Custodian hereby warrants to the
                           Company that it agrees to exercise reasonable care,
                           prudence and diligence such as a person having
                           responsibility for the safekeeping of property of the
                           Fund would be expected to exercise. The Custodian
                           further warrants that the Fund's assets will be
                           subject to reasonable care, based on the standards
                           applicable to custodians in the relevant market, if
                           maintained with each Sub-Custodian, after considering
                           all factors relevant to the safekeeping of such
                           assets, including, without limitation: (i) the
                           Sub-Custodian's practices, procedures, and internal
                           controls, for certificated securities (if
                           applicable), the method of keeping custodial records,
                           and the security and data protection practices; (ii)
                           whether the Sub-Custodian has the requisite financial
                           strength to provide reasonable care for Fund assets;
                           (iii) the Sub-Custodian's general reputation and
                           standing and, in the case of a Securities Depository,
                           the Securities Depository's operating history and
                           number of participants; and (iv) whether the Fund
                           will have jurisdiction over and be able to enforce
                           judgments against the Sub-Custodian, such as by
                           virtue of the existence of any offices of the
                           Sub-Custodian in the United States or the
                           Sub-Custodian's consent to service of process in the
                           United States.

                  (f)      The Custodian shall establish a system to monitor the
                           appropriateness of maintaining the Fund's assets with
                           a particular Sub-Custodian and the contract governing
                           the Fund's arrangements with such Sub-Custodian.

         3.4      Delivery of Assets to Custodian. The Company shall deliver, or
                  cause to be delivered, to the Custodian all of the Fund's
                  Securities, cash and other assets, including (a) all payments
                  of income, payments of principal and capital distributions
                  received by the Fund with respect to such Securities, cash or
                  other assets owned by the Fund at any time during the period
                  of this Agreement, and (b) all cash received by the Fund for
                  the issuance, at any time during such period, of Shares. The
                  Custodian shall not be responsible for such Securities, cash
                  or other assets until actually received by it.


                                       5
<PAGE>

         3.5      Securities Depositories and Book-Entry Systems. The Custodian
                  may deposit and/or maintain Securities of the Fund in a
                  Securities Depository or in a Book-Entry System, subject to
                  the following provisions:

                  (a)      The Custodian, on an on-going basis, shall deposit in
                           a Securities Depository or Book-Entry System all
                           Securities eligible for deposit therein and shall
                           make use of such Securities Depository or Book-Entry
                           System to the extent possible and practical in
                           connection with its performance hereunder, including,
                           without limitation, in connection with settlements of
                           purchases and sales of Securities, loans of
                           Securities, and deliveries and returns of collateral
                           consisting of Securities.

                  (b)      Securities of the Fund kept in a Book-Entry System or
                           Securities Depository shall be kept in an account
                           ("Depository Account") of the Custodian in such
                           Book-Entry System or Securities Depository which
                           includes only assets held by the Custodian as a
                           fiduciary, custodian or otherwise for customers.

                  (c)      The records of the Custodian with respect to
                           Securities of the Fund maintained in a Book-Entry
                           System or Securities Depository shall, by book-entry,
                           identify such Securities as belonging to the Fund.

                  (d)      If Securities purchased by the Fund are to be held in
                           a Book-Entry System or Securities Depository, the
                           Custodian shall pay for such Securities upon (i)
                           receipt of advice from the Book-Entry System or
                           Securities Depository that such Securities have been
                           transferred to the Depository Account, and (ii) the
                           making of an entry on the records of the Custodian to
                           reflect such payment and transfer for the account of
                           the Fund. If Securities sold by the Fund are held in
                           a Book-Entry System or Securities Depository, the
                           Custodian shall transfer such Securities upon (i)
                           receipt of advice from the Book-Entry System or
                           Securities Depository that payment for such
                           Securities has been transferred to the Depository
                           Account, and (ii) the making of an entry on the
                           records of the Custodian to reflect such transfer and
                           payment for the account of the Fund.

                  (e)      The Custodian shall provide the Company with copies
                           of any report (obtained by the Custodian from a
                           Book-Entry System or Securities Depository in which
                           Securities of the Fund are kept) on the internal
                           accounting controls and procedures for safeguarding
                           Securities deposited in such Book-Entry System or
                           Securities Depository.

                  (f)      Anything to the contrary in this Agreement
                           notwithstanding, the Custodian shall be liable to the
                           Company for any loss or damage to the Fund resulting
                           (i) from the use of a Book-Entry System or Securities
                           Depository by reason of any negligence or willful
                           misconduct on the part of Custodian or any
                           Sub-Custodian appointed pursuant to Section 3.3 above
                           or any of its or their employees, or (ii) from
                           failure of Custodian or any such Sub-Custodian to
                           enforce effectively such rights as it may have
                           against a Book-Entry System or Securities Depository.
                           At its election, the Company shall be subrogated


                                       6
<PAGE>

                           to the rights of the Custodian with respect to any
                           claim against a Book-Entry System or Securities
                           Depository or any other person from any loss or
                           damage to the Fund arising from the use of such
                           Book-Entry System or Securities Depository, if and to
                           the extent that the Fund has not been made whole for
                           any such loss or damage.

                  (g)      With respect to its responsibilities under this
                           Section 3.5 and pursuant to Rule 17f-4 under the 1940
                           Act, the Custodian hereby warrants to the Company
                           that it agrees to (i) exercise due care in accordance
                           with reasonable commercial standards in discharging
                           its duty as a securities intermediary to obtain and
                           thereafter maintain such assets; (ii) provide,
                           promptly upon request by the Company, such reports as
                           are available concerning the Custodian's internal
                           accounting controls and financial strength; and (iii)
                           require any Sub-Custodian to exercise due care in
                           accordance with reasonable commercial standards in
                           discharging its duty as a securities intermediary to
                           obtain and thereafter maintain assets corresponding
                           to the security entitlements of its entitlement
                           holders.

         3.6      Disbursement of Moneys from Fund Custody Account. Upon receipt
                  of Proper Instructions, the Custodian shall disburse moneys
                  from the Fund Custody Account but only in the following cases:

                  (a)      For the purchase of Securities for the Fund but only
                           in accordance with Section 4.1 of this Agreement and
                           only (i) in the case of Securities (other than
                           options on Securities, futures contracts and options
                           on futures contracts), against the delivery to the
                           Custodian (or any Sub-Custodian appointed pursuant to
                           Section 3.3 above) of such Securities registered as
                           provided in Section 3.9 below or in proper form for
                           transfer, or if the purchase of such Securities is
                           effected through a Book-Entry System or Securities
                           Depository, in accordance with the conditions set
                           forth in Section 3.5 above; (ii) in the case of
                           options on Securities, against delivery to the
                           Custodian (or such Sub-Custodian) of such receipts as
                           are required by the customs prevailing among dealers
                           in such options; (iii) in the case of futures
                           contracts and options on futures contracts, against
                           delivery to the Custodian (or such Sub-Custodian) of
                           evidence of title thereto in favor of the Fund or any
                           nominee referred to in Section 3.9 below; and (iv) in
                           the case of repurchase or reverse repurchase
                           agreements entered into between the Company and a
                           bank which is a member of the Federal Reserve System
                           or between the Company and a primary dealer in U.S.
                           Government securities, against delivery of the
                           purchased Securities either in certificate form or
                           through an entry crediting the Custodian's account at
                           a Book-Entry System or Securities Depository with
                           such Securities;

                  (b)      In connection with the conversion, exchange or
                           surrender, as set forth in Section 3.7(f) below, of
                           Securities owned by the Fund;

                  (c)      For the payment of any dividends, return on capital
                           or capital gain distributions declared by the Fund;


                                       7
<PAGE>


                  (d)      In payment of the redemption or repurchase price of
                           Shares as provided in Section 5.1 below;

                  (e)      For the payment of any expense or liability incurred
                           by the Fund, including but not limited to the
                           following payments for the account of the Fund:
                           interest; taxes; administration, investment advisory,
                           accounting, auditing, transfer agent, custodian,
                           director and legal fees; and other operating expenses
                           of the Fund; in all cases, whether or not such
                           expenses are to be in whole or in part capitalized or
                           treated as deferred expenses;

                  (f)      For transfer in accordance with the provisions of any
                           agreement among the Company, the Custodian and a
                           broker-dealer registered under the 1934 Act and a
                           member of the NASD, relating to compliance with rules
                           of The Options Clearing Corporation and of any
                           registered national securities exchange (or of any
                           similar organization or organizations) regarding
                           escrow or other arrangements in connection with
                           transactions by the Fund;

                  (g)      For transfer in accordance with the provision of any
                           agreement among the Company, the Custodian, and a
                           futures commission merchant registered under the
                           Commodity Exchange Act, relating to compliance with
                           the rules of the Commodity Futures Trading Commission
                           and/or any contract market (or any similar
                           organization or organizations) regarding account
                           deposits in connection with transactions by the Fund;

                  (h)      For the funding of any uncertificated time deposit or
                           other interest-bearing account with any banking
                           institution (including the Custodian), which deposit
                           or account has a term of one year or less; and

                  (i)      For any other proper purpose, but only upon receipt,
                           in addition to Proper Instructions, of a copy of a
                           resolution of the Board of Directors, certified by an
                           Officer, specifying the amount and purpose of such
                           payment, declaring such purpose to be a proper
                           corporate purpose, and naming the person or persons
                           to whom such payment is to be made.

         3.7      Delivery of Securities from Fund Custody Account. Upon receipt
                  of Proper Instructions, the Custodian shall release and
                  deliver Securities from the Fund Custody Account but only in
                  the following cases:

                  (a)      Upon the sale of Securities for the account of the
                           Fund but only against receipt of payment therefor in
                           cash, by certified or cashiers check or bank credit;

                  (b)      In the case of a sale effected through a Book-Entry
                           System or Securities Depository, in accordance with
                           the provisions of Section 3.5 above;

                  (c)      To an offeror's depository agent in connection with
                           tender or other similar offers for Securities of the
                           Fund; provided that, in any such case, the cash or
                           other consideration is to be delivered to the
                           Custodian;


                                       8
<PAGE>


                  (d)      To the issuer thereof or its agent (i) for transfer
                           into the name of the Fund, the Custodian or any
                           Sub-Custodian appointed pursuant to Section 3.3
                           above, or of any nominee or nominees of any of the
                           foregoing, or (ii) for exchange for a different
                           number of certificates or other evidence representing
                           the same aggregate face amount or number of units;
                           provided that, in any such case, the new Securities
                           are to be delivered to the Custodian;

                  (e)      To the broker selling Securities, for examination in
                           accordance with the "street delivery" custom;

                  (f)      For exchange or conversion pursuant to any plan or
                           merger, consolidation, recapitalization,
                           reorganization or readjustment of the issuer of such
                           Securities, or pursuant to provisions for conversion
                           contained in such Securities, or pursuant to any
                           deposit agreement, including surrender or receipt of
                           underlying Securities in connection with the issuance
                           or cancellation of depository receipts; provided
                           that, in any such case, the new Securities and cash,
                           if any, are to be delivered to the Custodian;

                  (g)      Upon receipt of payment therefor pursuant to any
                           repurchase or reverse repurchase agreement entered
                           into by the Fund;

                  (h)      In the case of warrants, rights or similar
                           Securities, upon the exercise thereof, provided that,
                           in any such case, the new Securities and cash, if
                           any, are to be delivered to the Custodian;

                  (i)      For delivery in connection with any loans of
                           Securities of the Fund, but only against receipt of
                           such collateral as the Company shall have specified
                           to the Custodian in Proper Instructions;

                  (j)      For delivery as security in connection with any
                           borrowings by the Fund requiring a pledge of assets
                           by the Company, but only against receipt by the
                           Custodian of the amounts borrowed;

                  (k)      Pursuant to any authorized plan of liquidation,
                           reorganization, merger, consolidation or
                           recapitalization of the Company;

                  (l)      For delivery in accordance with the provisions of any
                           agreement among the Company, the Custodian and a
                           broker-dealer registered under the 1934 Act and a
                           member of the NASD, relating to compliance with the
                           rules of The Options Clearing Corporation and of any
                           registered national securities exchange (or of any
                           similar organization or organizations) regarding
                           escrow or other arrangements in connection with
                           transactions by the Fund;

                  (m)      For delivery in accordance with the provisions of any
                           agreement among the Company, the Custodian, and a
                           futures commission merchant registered under the
                           Commodity Exchange Act, relating to compliance with
                           the rules of the Commodity Futures Trading Commission
                           and/or any contract market


                                       9
<PAGE>

                           (or any similar organization or organizations)
                           regarding account deposits in connection with
                           transactions by the Fund; or

                  (n)      For any other proper corporate purpose, but only upon
                           receipt, in addition to Proper Instructions, of a
                           copy of a resolution of the Board of Directors,
                           certified by an Officer, specifying the Securities to
                           be delivered, setting forth the purpose for which
                           such delivery is to be made, declaring such purpose
                           to be a proper corporate purpose, and naming the
                           person or persons to whom delivery of such Securities
                           shall be made.

         3.8      Actions Not Requiring Proper Instructions. Unless otherwise
                  instructed by the Company, the Custodian shall with respect to
                  all Securities held for the Fund:

                  (a)      Subject to Section 7.4 below, collect on a timely
                           basis all income and other payments to which the Fund
                           is entitled either by law or pursuant to custom in
                           the securities business;

                  (b)      Present for payment and, subject to Section 7.4
                           below, collect on a timely basis the amount payable
                           upon all Securities which may mature or be called,
                           redeemed, or retired, or otherwise become payable;

                  (c)      Endorse for collection, in the name of the Fund,
                           checks, drafts and other negotiable instruments;

                  (d)      Surrender interim receipts or Securities in temporary
                           form for Securities in definitive form;

                  (e)      Execute, as custodian, any necessary declarations or
                           certificates of ownership under the federal income
                           tax laws or the laws or regulations of any other
                           taxing authority now or hereafter in effect, and
                           prepare and submit reports to the Internal Revenue
                           Service ("IRS") and to the Company at such time, in
                           such manner and containing such information as is
                           prescribed by the IRS;

                  (f)      Hold for the Fund, either directly or, with respect
                           to Securities held therein, through a Book-Entry
                           System or Securities Depository, all rights and
                           similar securities issued with respect to Securities
                           of the Fund; and

                  (g)      In general, and except as otherwise directed in
                           Proper Instructions, attend to all non-discretionary
                           details in connection with the sale, exchange,
                           substitution, purchase, transfer and other dealings
                           with Securities and assets of the Fund.

         3.9      Registration and Transfer of Securities. All Securities held
                  for the Fund that are issued or issuable only in bearer form
                  shall be held by the Custodian in that form, provided that any
                  such Securities shall be held in a Book-Entry System if
                  eligible therefor. All other Securities held for the Fund may
                  be registered in the name of the Fund, the Custodian, or any
                  Sub-Custodian appointed pursuant to Section 3.3


                                       10
<PAGE>

                  above, or in the name of any nominee of any of them, or in the
                  name of a Book-Entry System, Securities Depository or any
                  nominee of either thereof. The Company shall furnish to the
                  Custodian appropriate instruments to enable the Custodian to
                  hold or deliver in proper form for transfer, or to register in
                  the name of any of the nominees hereinabove referred to or in
                  the name of a Book-Entry System or Securities Depository, any
                  Securities registered in the name of the Fund.

         3.10     Records.

                  (a)      The Custodian shall maintain, for the Fund, complete
                           and accurate records with respect to Securities, cash
                           or other property held for the Fund, including (i)
                           journals or other records of original entry
                           containing an itemized daily record in detail of all
                           receipts and deliveries of Securities and all
                           receipts and disbursements of cash; (ii) ledgers (or
                           other records) reflecting (A) Securities in transfer,
                           (B) Securities in physical possession, (C) monies and
                           Securities borrowed and monies and Securities loaned
                           (together with a record of the collateral therefor
                           and substitutions of such collateral), (D) dividends
                           and interest received, and (E) dividends receivable
                           and interest receivable; and (iii) canceled checks
                           and bank records related thereto. The Custodian shall
                           keep such other books and records of the Fund as the
                           Company shall reasonably request, or as may be
                           required by the 1940 Act, including, but not limited
                           to, Section 31 of the 1940 Act and Rule 31a-2
                           promulgated thereunder.

                  (b)      All such books and records maintained by the
                           Custodian shall (i) be maintained in a form
                           acceptable to the Company and in compliance with
                           rules and regulations of the Securities and Exchange
                           Commission, (ii) be the property of the Company and
                           at all times during the regular business hours of the
                           Custodian be made available upon request for
                           inspection by duly authorized officers, employees or
                           agents of the Company and employees or agents of the
                           Securities and Exchange Commission, and (iii) if
                           required to be maintained by Rule 31a-1 under the
                           1940 Act, be preserved for the periods prescribed in
                           Rule 31a-2 under the 1940 Act.

         3.11     Fund Reports by Custodian. The Custodian shall furnish the
                  Company with a daily activity statement and a summary of all
                  transfers to or from the Fund Custody Account on the day
                  following such transfers. At least monthly and from time to
                  time, the Custodian shall furnish the Company with a detailed
                  statement of the Securities and moneys held by the Custodian
                  and the Sub-Custodians for the Fund under this Agreement.

         3.12     Other Reports by Custodian. The Custodian shall provide the
                  Company with such reports, as the Company may reasonably
                  request from time to time, on the internal accounting controls
                  and procedures for safeguarding Securities, which are employed
                  by the Custodian or any Sub-Custodian appointed pursuant to
                  Section 3.3 above.


                                       11
<PAGE>


         3.13     Proxies and Other Materials. The Custodian shall cause all
                  proxies relating to Securities which are not registered in the
                  name of the Fund, to be promptly executed by the registered
                  holder of such Securities, without indication of the manner in
                  which such proxies are to be voted, and shall promptly deliver
                  to the Company such proxies, all proxy soliciting materials
                  and all notices relating to such Securities.

         3.14     Information on Corporate Actions. The Custodian shall promptly
                  deliver to the Company all information received by the
                  Custodian and pertaining to Securities being held by the Fund
                  with respect to optional tender or exchange offers, calls for
                  redemption or purchase, or expiration of rights as described
                  in the Standards of Service Guide attached as Exhibit B. If
                  the Company desires to take action with respect to any tender
                  offer, exchange offer or other similar transaction, the
                  Company shall notify the Custodian at least five Business Days
                  prior to the date on which the Custodian is to take such
                  action. The Company will provide or cause to be provided to
                  the Custodian all relevant information for any Security which
                  has unique put/option provisions at least five Business Days
                  prior to the beginning date of the tender period.


                                   ARTICLE IV
                  PURCHASE AND SALE OF INVESTMENTS OF THE FUND

         4.1      Purchase of Securities. Promptly upon each purchase of
                  Securities for the Fund, Written Instructions shall be
                  delivered to the Custodian, specifying (a) the name of the
                  issuer or writer of such Securities, and the title or other
                  description thereof, (b) the number of shares, principal
                  amount (and accrued interest, if any) or other units
                  purchased, (c) the date of purchase and settlement, (d) the
                  purchase price per unit, (e) the total amount payable upon
                  such purchase, and (f) the name of the person to whom such
                  amount is payable. The Custodian shall upon receipt of such
                  Securities purchased by the Fund pay out of the moneys held
                  for the account of the Fund the total amount specified in such
                  Written Instructions to the person named therein. The
                  Custodian shall not be under any obligation to pay out moneys
                  to cover the cost of a purchase of Securities for the Fund, if
                  in the Fund Custody Account there is insufficient cash
                  available to the Fund for which such purchase was made.

         4.2      Liability for Payment in Advance of Receipt of Securities
                  Purchased. In any and every case where payment for the
                  purchase of Securities for the Fund is made by the Custodian
                  in advance of receipt of the Securities purchased but in the
                  absence of specified Written Instructions to so pay in
                  advance, the Custodian shall be liable to the Fund for such
                  Securities to the same extent as if the Securities had been
                  received by the Custodian.

         4.3      Sale of Securities. Promptly upon each sale of Securities by
                  the Fund, Written Instructions shall be delivered to the
                  Custodian, specifying (a) the name of the issuer or writer of
                  such Securities, and the title or other description thereof,
                  (b) the number of shares, principal amount (and accrued
                  interest, if any), or other units


                                       12
<PAGE>

                  sold, (c) the date of sale and settlement, (d) the sale price
                  per unit, (e) the total amount payable upon such sale, and (f)
                  the person to whom such Securities are to be delivered. Upon
                  receipt of the total amount payable to the Fund as specified
                  in such Written Instructions, the Custodian shall deliver such
                  Securities to the person specified in such Written
                  Instructions. Subject to the foregoing, the Custodian may
                  accept payment in such form as shall be satisfactory to it,
                  and may deliver Securities and arrange for payment in
                  accordance with the customs prevailing among dealers in
                  Securities.

         4.4      Delivery of Securities Sold. Notwithstanding Section 4.3 above
                  or any other provision of this Agreement, the Custodian, when
                  instructed to deliver Securities against payment, shall be
                  entitled, if in accordance with generally accepted market
                  practice, to deliver such Securities prior to actual receipt
                  of final payment therefor. In any such case, the Fund shall
                  bear the risk that final payment for such Securities may not
                  be made or that such Securities may be returned or otherwise
                  held or disposed of by or through the person to whom they were
                  delivered, and the Custodian shall have no liability for any
                  for the foregoing.

         4.5      Payment for Securities Sold, etc. In its sole discretion and
                  from time to time, the Custodian may credit the Fund Custody
                  Account, prior to actual receipt of final payment thereof,
                  with (i) proceeds from the sale of Securities which it has
                  been instructed to deliver against payment, (ii) proceeds from
                  the redemption of Securities or other assets of the Fund, and
                  (iii) income from cash, Securities or other assets of the
                  Fund. Any such credit shall be conditional upon actual receipt
                  by Custodian of final payment and may be reversed if final
                  payment is not actually received in full. The Custodian may,
                  in its sole discretion and from time to time, permit the Fund
                  to use funds so credited to the Fund Custody Account in
                  anticipation of actual receipt of final payment. Any such
                  funds shall be repayable immediately upon demand made by the
                  Custodian at any time prior to the actual receipt of all final
                  payments in anticipation of which funds were credited to the
                  Fund Custody Account.

         4.6      Advances by Custodian for Settlement. The Custodian may, in
                  its sole discretion and from time to time, advance funds to
                  the Company to facilitate the settlement of the Fund's
                  transactions in the Fund Custody Account. Any such advance
                  shall be repayable immediately upon demand made by Custodian.

                                    ARTICLE V
                            REDEMPTION OF FUND SHARES

                  5.1      Transfer of Funds. From such funds as may be
                           available for the purpose in the relevant Fund
                           Custody Account, and upon receipt of Proper
                           Instructions specifying that the funds are required
                           to redeem or repurchase Shares of the Fund, the
                           Custodian shall wire each amount specified in such
                           Proper Instructions to or through such bank or
                           broker-dealer as the Company may designate with
                           respect to such amount in such Proper Instructions.


                                       13
<PAGE>

         5.2      No Duty Regarding Paying Banks. Once the Custodian has wired
                  amounts to a bank or broker-dealer pursuant to Section 5.1
                  above, the Custodian shall not be under any obligation to
                  effect any further payment or distribution by such bank or
                  broker-dealer.

                                   ARTICLE VI
                               SEGREGATED ACCOUNTS

         Upon receipt of Proper Instructions, the Custodian shall establish and
maintain a segregated account or accounts for and on behalf of the Fund, into
which account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account,

                  (a)      in accordance with the provisions of any agreement
                           among the Company, the Custodian and a broker-dealer
                           registered under the 1934 Act and a member of the
                           NASD (or any futures commission merchant registered
                           under the Commodity Exchange Act), relating to
                           compliance with the rules of The Options Clearing
                           Corporation and of any registered national securities
                           exchange (or the Commodity Futures Trading Commission
                           or any registered contract market), or of any similar
                           organization or organizations, regarding escrow or
                           other arrangements in connection with transactions by
                           the Fund,

                  (b)      for purposes of segregating cash or Securities in
                           connection with securities options purchased or
                           written by the Fund or in connection with financial
                           futures contracts (or options thereon) purchased or
                           sold by the Fund,

                  (c)      which constitute collateral for loans of Securities
                           made by the Fund,

                  (d)      for purposes of compliance by the Fund with
                           requirements under the 1940 Act for the maintenance
                           of segregated accounts by registered investment
                           companies in connection with reverse repurchase
                           agreements and when-issued, delayed delivery and firm
                           commitment transactions, and

                  (e)      for other proper corporate purposes, but only upon
                           receipt of, in addition to Proper Instructions, a
                           certified copy of a resolution of the Board of
                           Directors, certified by an Officer, setting forth the
                           purpose or purposes of such segregated account and
                           declaring such purposes to be proper corporate
                           purposes.

         Each segregated account established under this Article VI shall be
established and maintained for the Fund only..


                                       14
<PAGE>


                                   ARTICLE VII
                            CONCERNING THE CUSTODIAN

         7.1      Standard of Care. The Custodian shall be held to the exercise
                  of reasonable care in carrying out its obligations under this
                  Agreement, and shall be without liability to the Company for
                  any loss, damage, cost, expense (including attorneys' fees and
                  disbursements), liability or claim unless such loss, damage,
                  cost, expense, liability or claim arises from negligence, bad
                  faith or willful misconduct on its part or on the part of any
                  Sub-Custodian appointed pursuant to Section 3.3 above. The
                  Custodian shall be entitled to rely on and may act upon advice
                  of counsel on all matters, and shall be without liability for
                  any action reasonably taken or omitted pursuant to such
                  advice. The Custodian shall promptly notify the Company of any
                  action taken or omitted by the Custodian pursuant to advice of
                  counsel. The Custodian shall not be under any obligation at
                  any time to ascertain whether the Company is in compliance
                  with the 1940 Act, the regulations thereunder, the provisions
                  of the Company's charter documents or by-laws, or its
                  investment objectives and policies as then in effect.

         7.2      Actual Collection Required. The Custodian shall not be liable
                  for, or considered to be the custodian of, any cash belonging
                  to the Fund or any money represented by a check, draft or
                  other instrument for the payment of money, until the Custodian
                  or its agents actually receive such cash or collect on such
                  instrument.

         7.3      No Responsibility for Title, etc. So long as and to the extent
                  that it is in the exercise of reasonable care, the Custodian
                  shall not be responsible for the title, validity or
                  genuineness of any property or evidence of title thereto
                  received or delivered by it pursuant to this Agreement.

         7.4      Limitation on Duty to Collect. Custodian shall not be required
                  to enforce collection, by legal means or otherwise, of any
                  money or property due and payable with respect to Securities
                  held for the Fund if such Securities are in default or payment
                  is not made after due demand or presentation.

         7.5      Reliance Upon Documents and Instructions. The Custodian shall
                  be entitled to rely upon any certificate, notice or other
                  instrument in writing received by it and reasonably believed
                  by it to be genuine. The Custodian shall be entitled to rely
                  upon any Oral Instructions and any Written Instructions
                  actually received by it pursuant to this Agreement.

         7.6      Express Duties Only. The Custodian shall have no duties or
                  obligations whatsoever except such duties and obligations as
                  are specifically set forth in this Agreement, and no covenant
                  or obligation shall be implied in this Agreement against the
                  Custodian.

         7.7      Co-operation. The Custodian shall cooperate with and supply
                  necessary information to the entity or entities appointed by
                  the Company to keep the books


                                       15
<PAGE>

                  of account of the Fund and/or compute the value of the assets
                  of the Fund. The Custodian shall take all such reasonable
                  actions as the Company may from time to time request to enable
                  the Company to obtain, from year to year, favorable opinions
                  from the Company's independent accountants with respect to the
                  Custodian's activities hereunder in connection with (a) the
                  preparation of the Company's reports on Form N-2, Form N-CSR
                  and Form N-SAR and any other reports required by the
                  Securities and Exchange Commission, and (b) the fulfillment by
                  the Company of any other requirements of the Securities and
                  Exchange Commission.

                                  ARTICLE VIII
                                 INDEMNIFICATION

         8.1      Indemnification by Company. The Company shall indemnify and
                  hold harmless the Custodian and any Sub-Custodian appointed
                  pursuant to Section 3.3 above, and any nominee of the
                  Custodian or of such Sub-Custodian, from and against any loss,
                  damage, cost, expense (including attorneys' fees and
                  disbursements), liability (including, without limitation,
                  liability arising under the Securities Act of 1933, the 1934
                  Act, the 1940 Act, and any state or foreign securities and/or
                  banking laws) or claim arising directly or indirectly (a) from
                  the fact that Securities are registered in the name of any
                  such nominee, or (b) from any action or inaction by the
                  Custodian or such Sub-Custodian (i) at the request or
                  direction of or in reliance on the advice of the Company, or
                  (ii) upon Proper Instructions, or (c) generally, from the
                  performance of its obligations under this Agreement or any
                  sub-custody agreement with a Sub-Custodian appointed pursuant
                  to Section 3.3 above, provided that neither the Custodian nor
                  any such Sub-Custodian shall be indemnified and held harmless
                  from and against any such loss, damage, cost, expense,
                  liability or claim arising from the Custodian's or such
                  Sub-Custodian's negligence, bad faith or willful misconduct.

         8.2      Indemnification by Custodian. The Custodian shall indemnify
                  and hold harmless the Company from and against any loss,
                  damage, cost, expense (including attorneys' fees and
                  disbursements), liability (including without limitation,
                  liability arising under the Securities Act of 1933, the 1934
                  Act, the 1940 Act, and any state or foreign securities and/or
                  banking laws) or claim arising from the negligence, bad faith
                  or willful misconduct of the Custodian or any Sub-Custodian
                  appointed pursuant to Section 3.3 above, or any nominee of the
                  Custodian or of such Sub-Custodian.

         8.3      Indemnity to be Provided. If the Company requests the
                  Custodian to take any action with respect to Securities, which
                  may, in the opinion of the Custodian, result in the Custodian
                  or its nominee becoming liable for the payment of money or
                  incurring liability of some other form, the Custodian shall
                  not be required to take such action until the Company shall
                  have provided indemnity therefor to the Custodian in an amount
                  and form satisfactory to the Custodian.


                                       16
<PAGE>

         8.4      Security. If the Custodian advances cash or Securities to the
                  Fund for any purpose, either at the Company's request or as
                  otherwise contemplated in this Agreement, or in the event that
                  the Custodian has not received payment due for its services
                  under this Agreement, then, in any such event, any property at
                  any time held for the account of the Fund shall be security
                  therefor, and should the Fund fail promptly to repay or
                  indemnify the Custodian, the Custodian shall be entitled to
                  utilize available cash of such Fund and to dispose of other
                  assets of such Fund to the extent necessary to obtain
                  reimbursement or indemnification.

                                   ARTICLE IX
                                  FORCE MAJEURE

         Neither the Custodian nor the Company shall be liable for any failure
or delay in performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian in the event of a failure
or delay (i) shall not discriminate against the Fund in favor of any other
customer of the Custodian in making computer time and personnel available to
input or process the transactions contemplated by this Agreement and (ii) shall
use its best efforts to ameliorate the effects of any such failure or delay.

                                    ARTICLE X
                          EFFECTIVE PERIOD; TERMINATION

         10.1     Effective Period. This Agreement shall become effective as of
                  its execution and shall continue in full force and effect
                  until terminated as hereinafter provided.

         10.2     Termination. Either party hereto may terminate this Agreement
                  by giving to the other party a notice in writing specifying
                  the date of such termination, which shall be not less than
                  sixty (60) days after the date of the giving of such notice.
                  If a successor custodian shall have been appointed by the
                  Board of Directors, the Custodian shall, upon receipt of a
                  notice of acceptance by the successor custodian, on such
                  specified date of termination (a) deliver directly to the
                  successor custodian all Securities (other than Securities held
                  in a Book-Entry System or Securities Depository) and cash then
                  owned by the Fund and held by the Custodian as custodian, and
                  (b) transfer any Securities held in a Book-Entry System or
                  Securities Depository to an account of or for the benefit of
                  the Fund at the successor custodian, provided that the Company
                  shall have paid to the Custodian all fees, expenses and other
                  amounts to the payment or reimbursement of which it shall then
                  be entitled. Upon such delivery and transfer, the Custodian
                  shall be relieved of all obligations under this Agreement. The
                  Company may at any time immediately terminate this Agreement
                  in the event of the appointment of


                                       17
<PAGE>

                  a conservator or receiver for the Custodian by regulatory
                  authorities or upon the happening of a like event at the
                  direction of an appropriate regulatory agency or court of
                  competent jurisdiction.

         10.3     Failure to Appoint Successor Custodian. If a successor
                  custodian is not designated by the Company on or before the
                  date of termination specified pursuant to Section 10.1 above,
                  then the Custodian shall have the right to deliver to a bank
                  or trust company of its own selection, which (a) is a "bank"
                  as defined in the 1940 Act and (b) has aggregate capital,
                  surplus and undivided profits as shown on its then most recent
                  published report of not less than $25 million, all Securities,
                  cash and other property held by Custodian under this Agreement
                  and to transfer to an account of or for the Fund at such bank
                  or trust company all Securities of the Fund held in a
                  Book-Entry System or Securities Depository. Upon such delivery
                  and transfer, such bank or trust company shall be the
                  successor custodian under this Agreement and the Custodian
                  shall be relieved of all obligations under this Agreement.

                                   ARTICLE XI
                            COMPENSATION OF CUSTODIAN

         The Custodian shall be entitled to compensation as agreed upon from
time to time by the Company and the Custodian. The fees and other charges in
effect on the date hereof and applicable to the Fund are set forth in Exhibit C
attached hereto.

                                   ARTICLE XII
                             LIMITATION OF LIABILITY

         It is expressly agreed that the obligations of the Company hereunder
shall not be binding upon any of the Directors, shareholders, nominees,
officers, agents or employees of the Company personally, but shall bind only the
property of the Company as provided in the Company's Articles of Incorporation,
as from time to time amended. The execution and delivery of this Agreement have
been authorized by the Directors, and this Agreement has been signed and
delivered by an authorized officer of the Company, acting as such, and neither
such authorization by the Directors nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the property
of the Company as provided in the above-mentioned Articles of Incorporation.

                                  ARTICLE XIII
                                     NOTICES

         Any notice required or permitted to be given by either party to the
other shall be in writing and shall be deemed to have been given on the date
delivered personally or by courier service, or three (3) days after sent by
registered or certified mail, postage prepaid, return receipt requested, or on
the date sent and confirmed received by facsimile transmission to the other
party's address set forth below:


                                       18
<PAGE>

         Notice to the Company shall be sent to:

         Tortoise Capital Advisors
         233 West 47th Street
         Kansas City, MO  64112

         and notice to the Custodian shall be sent to:

         U.S. Bank National Association
         425 Walnut Street, M.L. CN-OH-W6TC
         Cincinnati, Ohio 45202
         Attention: Mutual Fund Custody Services
         Facsimile: (651) 767-9164


or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIII.


                                   ARTICLE XIV
                                  MISCELLANEOUS

         14.1     Governing Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of Ohio.

         14.2     References to Custodian. The Company shall not circulate any
                  printed matter which contains any reference to Custodian
                  without the prior written approval of Custodian, excepting
                  printed matter contained in the prospectus or statement of
                  additional information for the Fund and such other printed
                  matter as merely identifies Custodian as custodian for the
                  Fund. The Company shall submit printed matter requiring
                  approval to Custodian in draft form, allowing sufficient time
                  for review by Custodian and its counsel prior to any deadline
                  for printing.

         14.3     No Waiver. No failure by either party hereto to exercise, and
                  no delay by such party in exercising, any right hereunder
                  shall operate as a waiver thereof. The exercise by either
                  party hereto of any right hereunder shall not preclude the
                  exercise of any other right, and the remedies provided herein
                  are cumulative and not exclusive of any remedies provided at
                  law or in equity.

         14.4     Amendments. This Agreement cannot be changed orally and no
                  amendment to this Agreement shall be effective unless
                  evidenced by an instrument in writing executed by the parties
                  hereto.


                                       19
<PAGE>

         14.5     Counterparts. This Agreement may be executed in one or more
                  counterparts, and by the parties hereto on separate
                  counterparts, each of which shall be deemed an original but
                  all of which together shall constitute but one and the same
                  instrument.

         14.6     Severability. If any provision of this Agreement shall be
                  invalid, illegal or unenforceable in any respect under any
                  applicable law, the validity, legality and enforceability of
                  the remaining provisions shall not be affected or impaired
                  thereby.

         14.7     Successors and Assigns. This Agreement shall be binding upon
                  and shall inure to the benefit of the parties hereto and their
                  respective successors and assigns; provided, however, that
                  this Agreement shall not be assignable by either party hereto
                  without the written consent of the other party hereto.

         14.8     Headings. The headings of sections in this Agreement are for
                  convenience of reference only and shall not affect the meaning
                  or construction of any provision of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the date
first above written.

TORTOISE ENERGY INFRASTRUCTURE                   U.S. BANK NATIONAL ASSOCIATION
CORPORATION
By: /s/ David J. Schulte                         By: /s/ Joe D. Redwine
    --------------------------                       ---------------------------
Title: CEO & President                           Title: President
       -----------------------                          ------------------------


                                       20
<PAGE>


                                    EXHIBIT A

                               AUTHORIZED PERSONS


         Set forth below are the names and specimen signatures of the persons
authorized by the Company to administer the Fund Custody Accounts.

Authorized Persons                              Specimen Signatures
- ------------------                              -------------------

President:                                      /s/ David J. Schulte
                                                --------------------------------


Secretary:                                      /s/ Zachary A. Hamel
                                                --------------------------------


Treasurer:                                      /s/ Terry Matlack
                                                --------------------------------


Assistant Treasurer:                            /s/ Kenneth P. Malvey
                                                --------------------------------


Adviser Employees:
                                                --------------------------------


                                                --------------------------------


                                                --------------------------------


                                                --------------------------------


                                                --------------------------------



Transfer Agent/Fund Accountant Employees:       /s/ Andy P. Chica
                                                --------------------------------


                                                --------------------------------


                                                --------------------------------


                                                --------------------------------


                                       21
<PAGE>


                                    EXHIBIT B



                      USBANK INSTITUTIONAL CUSTODY SERVICES
                           STANDARDS OF SERVICE GUIDE



         USBank, N.A. is committed to providing superior quality service to all
customers and their agents at all times. We have compiled this guide as a tool
for our clients to determine our standards for the processing of security
settlements, payment collection, and capital change transactions. Deadlines
recited in this guide represent the times required for USBank to guarantee
processing. Failure to meet these deadlines will result in settlement at our
client's risk. In all cases, USBank will make every effort to complete all
processing on a timely basis.

         USBank is a direct participant of the Depository Trust Company, a
direct member of the Federal Reserve Bank of Cleveland, and utilizes the Bank of
New York as its agent for ineligible and foreign securities.

         For corporate reorganizations, USBank utilizes SEI's Reorg Source,
Financial Information, Inc., XCITEK, DTC Important Notices, Capital Changes
Daily (CCH) and the Wall Street Journal.

         For bond calls and mandatory puts, USBank utilizes SEI's Bond Source,
Kenny Information Systems, Standard & Poor's Corporation, XCITEK, and DTC
Important Notices. USBank will not notify clients of optional put opportunities.

         Any securities delivered free to USBank or its agents must be received
three (3) business days prior to any payment or settlement in order for the
USBank standards of service to apply.

         Should you have any questions regarding the information contained in
this guide, please feel free to contact your account representative.


            The information contained in this Standards of Service Guide
            is subject to change. Should any changes be made USBank will
            provide you with an updated copy of its Standards of Service
            Guide.



                                       22
<PAGE>


                      USBANK SECURITY SETTLEMENT STANDARDS

<TABLE>
<CAPTION>


TRANSACTION TYPE                             INSTRUCTIONS DEADLINES*                  DELIVERY INSTRUCTIONS
<S>                                          <C>                                      <C>
DTC                                          1:30 P.M. on Settlement Date             DTC Participant #2803
                                                                                      Agent Bank ID 27895
                                                                                      Institutional #________________
                                                                                      For Account #____________

Federal Reserve Book Entry                   12:30 P.M. on Settlement Date            Federal Reserve Bank of Cleveland
                                                                                      for Firstar Bank, N.A.  ABA# 042000013
                                                                                      CINTI/1050
                                                                                      For Account #_____________

Federal Reserve Book Entry                   1:00 P.M. on Settlement Date             Federal Reserve Bank of Cleveland
(Repurchase Agreement Collateral Only)                                                for Firstar Bank, N.A.   ABA# 042000013
                                                                                      CINTI/1040
                                                                                      For Account #_____________

PTC Securities                               12:00 P.M. on Settlement Date            PTC For Account BYORK
(GNMA Book Entry)                                                                     Firstar Bank / 117612

Physical Securities                          9:30 A.M. EST on Settlement Date         Bank of New York
                                             (for Deliveries, by 4:00 P.M. on         One Wall Street- 3rd Floor - Window A
                                             Settlement Date minus 1)                 New York, NY  10286
                                                                                      For account of Firstar Bank / Cust #117612
                                                                                      Attn: Donald Hoover


CEDEL/EURO-CLEAR                             11:00 A..M. on  Settlement Date          Cedel a/c 55021
                                             minus 2                                  FFC: a/c 387000
                                                                                      Firstar Bank /Global Omnibus

                                                                                      Euroclear a/c 97816
                                                                                      FFC:  a/c 387000
                                                                                      Firstar Bank/Global Omnibus

Cash Wire Transfer                           3:00 P.M.                                Firstar Bank, N.A. Cinti/Trust ABA# 042000013
                                                                                      Credit Account #112950027
                                                                                         Account of Firstar Trust Services
                                                                                         Further Credit to ___________
                                                                                         Account # _______________
*  All times listed are Eastern Standard Time.

</TABLE>

                                       23
<PAGE>



                            USBANK PAYMENT STANDARDS

<TABLE>
<CAPTION>

SECURITY TYPE                                   INCOME                         PRINCIPAL
<S>                                             <C>                            <C>

Equities                                        Payable Date

Municipal Bonds*                                Payable Date                   Payable Date

Corporate Bonds*                                Payable Date                   Payable Date

Federal Reserve Bank Book Entry*                Payable Date                   Payable Date

PTC GNMA's (P&I)                                Payable Date + 1               Payable Date + 1

CMOs *
     DTC                                        Payable Date + 1               Payable Date + 1
     Bankers Trust                              Payable Date + 1               Payable Date + 1

SBA Loan Certificates                           When Received                  When Received

Unit Investment Trust Certificates*             Payable Date                   Payable Date

Certificates of Deposit*                        Payable Date + 1               Payable Date + 1

Limited Partnerships                            When Received                  When Received

Foreign Securities                              When Received                  When Received

*Variable Rate Securities
     Federal Reserve Bank Book Entry            Payable Date                   Payable Date
     DTC                                        Payable Date + 1               Payable Date + 1
     Bankers Trust                              Payable Date + 1               Payable Date + 1


         NOTE:    If a payable date falls on a weekend or bank holiday, payment
                  will be made on the immediately following business day.
</TABLE>


                                       24
<PAGE>



                    USBANK CORPORATE REORGANIZATION STANDARDS

<TABLE>
<CAPTION>

TYPE OF ACTION                    NOTIFICATION TO CLIENT                       DEADLINE FOR CLIENT              TRANSACTION POSTING
                                                                               INSTRUCTIONS
                                                                               TO USBANK
<S>                               <C>                                           <C>                              <C>
Rights, Warrants,                 Later of 10 business days prior to           5 business days prior to
and Optional Mergers              expiration or receipt of notice              expiration                       Upon receipt

Mandatory Puts with               Later of 10 business days prior to           5 business days prior to
Option to Retain                  expiration or receipt of notice              expiration                       Upon receipt
                                                                               5 business days prior to
Class Actions                     10 business days prior to expiration date    expiration                       Upon receipt

Voluntary Tenders,                Later of 10 business days prior to           5 business days prior to
Exchanges,                        expiration or receipt of notice              expiration                       Upon receipt
and Conversions

Mandatory Puts, Defaults,         At posting of funds or securities received   None                             Upon receipt
Liquidations, Bankruptcies,
Stock Splits, Mandatory
Exchanges

Full and Partial Calls            Later of 10 business days prior to           None                             Upon receipt
                                  expiration or receipt of notice

         NOTE:    Fractional shares/par amounts resulting from any of the above
                  will be sold.
</TABLE>


                                       25
<PAGE>


                                    EXHIBIT C

- --------------------------------------------------------------------------------

                            DOMESTIC CUSTODY SERVICES
                               ANNUAL FEE SCHEDULE

- --------------------------------------------------------------------------------


Annual fee based upon market value per fund*:
- ---------------------------------------------
1.5 basis points on the first $100 million
1 basis point on the balance
Minimum annual fee per fund - $4,800

Portfolio Transaction Fees
- --------------------------
$ 5.00 per disbursement (waived if U.S. Bancorp is Administrator)
$ 7.00 per US Bank repurchase agreement transaction
$ 9.00 per book entry security (depository or Federal Reserve system) and non-US
Bank repurchase agrmt
$25.00 per portfolio transaction processed through our New
York custodian definitive security (physical)
$ 8.00 per principal paydown
$15.00 per option/future contract written, exercised or expired
$50.00 per Cedel/Euroclear transaction
$15.00 per mutual fund trade
$15.00 per Fed Wire
$15.00 per margin variation Fed wire
$ 6.00 per short sale
$150.00 per segregated account per year

A transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.

No charge for the initial conversion free receipt.

Overdrafts - charged to the account at prime interest rate plus 2.

Plus out-of-pocket expenses, and extraordinary expenses based upon complexity,
including items such as shipping fees or transfer fees.

Fees are billed monthly.

* Subject to CPI increase, Milwaukee MSA.
- --------------------------------------------------------------------------------


                                       26


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>12
<FILENAME>exk-1_061804.txt
<DESCRIPTION>EXHIBIT K-1
<TEXT>
                                                                     EXHIBIT K.1

                         STOCK TRANSFER AGENCY AGREEMENT


         This STOCK TRANSFER AGENCY AGREEMENT (the "Agreement"), effective as of
DECEMBER 12, 2003 (the "Effective Date"), is between Tortoise Energy
Infrastructure 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.

         WHEREAS, the Company desires to enter into an agreement with
Computershare to provide transfer agent, registrar and other administrative
services as set forth in this Agreement and the Schedules and Exhibits attached
hereto; and

         WHEREAS, Computershare desires to provide such services to the Company;

         NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties agree as follows:

1. DEFINITIONS

         (a) Whenever used in this Agreement, the following words and phrases
shall have the following meanings:

         (i) "Affiliate" means, with respect to any party to this Agreement, any
other person or entity that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with,
such party. As used herein, "control" means the direct or indirect ownership of
fifty percent (50%) or more of the outstanding capital stock or other equity
interests having ordinary voting power.

         (ii) "Board" means the Board of Directors of the Company, and where a
committee thereof is authorized to take action on behalf of the Board, it shall
also mean such committee.

         (iii) "Business Day" means any day other than a Saturday, a Sunday, or
a day on which the New York Stock Exchange is authorized or obligated by law or
executive order to close.

         (iv) "Officer" means the Company's President, Senior Vice Presidents,
Vice Presidents, Secretary, Assistant Secretary, Treasurer and Assistant
Treasurer, or any other employee of the Company duly authorized (which
authorization shall be certified by the Company's Secretary) to execute any
certificate, instruction, notice or other instrument on behalf of the Company.

         (v) "Out-of-Pocket Expense" means any expense reasonably incurred by
Computershare pursuant to this Agreement, including but not limited to the items
listed in Schedule B, attached.

         (vi) "Shares" mean any or all of each class of the shares of capital
stock of the Company which from time-to-time are authorized or issued by the
Company and identified in a Certificate of the Secretary of the Company.

2. APPOINTMENT OF COMPUTERSHARE

         (a) The Company hereby appoints Computershare to perform the services
described herein and in the Schedule A attached hereto (the "Services"), and
Computershare hereby accepts such

<PAGE>

appointment and agrees to perform the Services on a non-exclusive basis in
accordance with the terms hereinafter set forth.

         (b) The initial term of this Agreement shall commence as of the
Effective Date, and shall end on the day that is 1 year from the Effective Date,
unless otherwise terminated in accordance with this Agreement (the "Initial
Term"). Following the Initial Term, this Agreement shall automatically renew for
additional 1 year periods (each a "Renewal Term"), unless either party provides
written notice to the other party not less than sixty (60) days prior to the
expiration of such period of its election not to renew the Agreement.

         (c) The Company shall pay Computershare for the Services in accordance
with the fees set forth on Schedule B (the "Fees"). The Company agrees that,
upon notice to the Company, the Fees may be modified from time to time;
provided, however, that such Fees shall not be modified during the first year of
this Agreement.

         (d) The Company shall deliver immediately to Computershare the
following documents, each of which shall be certified by the Company's Secretary
or Assistant Secretary:

                  (i) A Board resolution in the form attached as Exhibit I in
         which the Company appoints Computershare to serve in the designated
         capacity;

                  (ii) A Corporate Information Schedule in the form attached as
         Exhibit II and any amendments thereof;

                  (iii) A copy of the Company's Articles of Incorporation,
         by-laws and any amendments thereto;

                  (iv) A list of the Officers authorized to provide instructions
         to Computershare, with specimen signatures of such Officers and any
         amendments thereto;

                  (v) Specimen certificate text for each class of Shares and
         high resolution graphic files of the company seal and each officer's
         signature on the stock certificate;

                  (vi) Any final listing application for additional amounts of
         listed securities;

                  (vii) Any registration statement relating to the Company's
         securities; and

                  (viii) Any other information reasonably requested from time to
         time.

         (e) Computershare shall adopt as part of its records all lists of
holders of record of the Company's Shares, books, documents, and records that
have been employed by any former agent of the Company for the maintenance of the
ledgers for the Shares; provided, however, such ledger is certified as
authentic, complete and correct by an Officer or the Company's former transfer
agent. Such records shall include, among other things, a complete list of
certificates upon which stop transfer orders have been placed, the name and
address of each shareholder of record of such certificate, the number of shares
held by each such shareholder and the date of issuance of each such certificate.

         (f) The Company shall promptly notify Computershare in writing as to:

                  (i) the existence or termination of any restrictions on the
         transfer of any Shares;

                  (ii) the application or removal of a legend restricting the
         transfer of any certificate;


                                       2
<PAGE>

                  (iii) the substitution of a Share certificate without such
         legend with a Share certificate bearing a legend restricting such
         Share's transfer;

                  (iv) any authorized but unissued Shares reserved for specific
         purposes;

                  (v) outstanding shares that are exchangeable for Shares and
         the basis for exchange;

                  (vi) instructions regarding, among other things, dividends for
         foreign holders; and

                  (vii) the requirement for a stop transfer order to attach to
         any Shares or for any other notation or transfer restriction to attach
         to any Shares.

3. ISSUANCE AND TRANSFER OF SHARES

         (a) Except where a stop transfer order has been entered for an account,
Computershare shall transfer, pursuant to its normal operating procedures,
Shares upon: (i) the presentation to Computershare of Share certificates
properly endorsed for transfer if such shares are in certificate form; or (ii)
upon the presentation to Computershare of stock transfer instructions properly
endorsed if Shares are in uncertificated form. Such endorsed Shares and transfer
instructions shall be accompanied by such documents as are reasonably necessary
to evidence the authority of the person making the transfer, and bearing
satisfactory evidence of the payment of applicable stock transfer taxes and
subject to such additional requirements as may be required by Computershare from
time to time. With respect to any transfer, Computershare will require a
medallion guarantee of signature by a bank, trust company or other financial
institution that is a qualified member of the Medallion Guarantee Program.
Computershare may refuse to transfer Shares until it is satisfied that the
requested transfer is legally authorized, and Computershare shall incur no
liability for its refusal in good faith to make transfers that Computershare, in
its sole judgment, deems improper, unauthorized, or not in compliance with its
procedures.

         (b) With respect to Shares in certificate form, certificates
representing Shares that are subject to restrictions on transfer (e.g.,
securities acquired pursuant to an investment representation, securities held by
controlling persons and securities subject to stockholders' agreements) shall be
stamped with a legend describing the extent and conditions of the restrictions
or referring to the source of such restrictions. With respect to any proposed
transfer of control or exempt securities, Computershare may request a legal
opinion from the Company's counsel, which legal opinion shall be satisfactory to
Computershare in its sole discretion, and Computershare assumes no
responsibility with respect to the transfer of restricted securities in
accordance with such opinion.

         (c) Computershare is hereby authorized and directed to issue and
register, without notice or approval by the Company, new Share certificates to
replace certificates reported lost, stolen, mutilated or destroyed, upon
compliance with Computershare's policies, which includes receipt by
Computershare of: (i) an affidavit of non-receipt; and (ii) an open penalty bond
of indemnity in a form and substance and from a surety company satisfactory to
Computershare. In each such case, the shareholder shall be solely responsible
for the payment of any premium.

         (d) In the event that a certificate is, for any reason, in the
possession of Computershare and has not been claimed by the registered holder or
cannot be delivered to the registered holder through customary channels,
Computershare shall continue to hold such certificate for the registered holder
subject to applicable abandoned property regulations or other laws.

                                       3
<PAGE>

         (e) Computershare shall not be responsible for the payment of any
original issue or other taxes, fees or imposts required to be paid by the
Company or a purchaser of Shares in connection with the issuance or purchase of
any Shares.

4. DIVIDENDS AND DISTRIBUTIONS

         (a) In the event that the Company pays dividends to shareholders, the
Company and Computershare (through its Affiliate, Computershare Trust Co.,
Inc.), shall proceed as follows and in accordance with Schedule A:

                  (i) The Company shall furnish to Computershare a copy of a
         Board resolution setting forth the following: (A) the date of the
         declaration of a dividend or distribution; (B) the date of dividend
         accrual or payment; (C) the record date for the determination as of
         which shareholders shall be entitled to payment, or accrual; and (D)
         the amount per Share of such dividend or distribution.

                  (ii) Computershare shall not be liable for any improper
         payment made in accordance with a certificate, resolution or
         instruction of the Company or shareholder. Furthermore, Computershare
         shall in no way be responsible for the determination of the rate or
         form of dividends or distributions due to the shareholders.

                  (iii) At its sole discretion, Computershare is authorized to
         stop payment of any dividend payment check it issues when such check
         has not been presented for payment and the payee notifies Computershare
         that such check has not been received, has been lost, stolen or
         destroyed, or is unavailable to the payee for any other cause beyond
         his control. In such instances, Computershare is authorized to debit
         the Company's checking account to replace a replacement check.

5. LIMITATION OF LIABILITY/CONCERNING COMPUTERSHARE

         (a) The Company agrees that Computershare shall not be liable for any
action taken or omitted to be taken in connection with this Agreement, except
that Computershare shall be liable for direct losses incurred by the Company
arising out of Computershare's gross negligence or willful misconduct. Any
liability of Computershare shall be limited to the amount of fees paid by the
Company to Computershare in the preceding thirty six (36) months for the
Services, it being understood that the Services could not be provided to the
Company by Computershare at the prices set forth herein without the foregoing
liability limitation. The parties hereto agree that, in light of the unique
characteristics of each instance in which Services are to be performed,
Computershare makes no representation or warranty that any of the Services shall
be performed at any set time or under any deadline, and Computershare shall not
be liable for any change in the market value of any security at any time. Under
no circumstances shall either party be liable for any special, indirect,
incidental, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, lost profits), even if such party has been
advised of the possibility of such loss or damage.

         (b) Notwithstanding anything to the contrary, Computershare shall not
be liable in connection with:

                  (i) The legality of the issue, sale or transfer of any Shares,
         the sufficiency of the amount to be received in connection therewith,
         or the authority of the Company to request such issuance, sale or
         transfer;

                  (ii) The legality of the purchase of any Shares, the
         sufficiency of the amount to be paid in connection therewith, or the
         authority of the Company to request such purchase;


                                       4
<PAGE>


                  (iii) The legality of the declaration of any dividend by the
         Company, or the legality of the issue of any Shares in payment of any
         stock dividend;

                  (iv) The legality of any recapitalization or readjustment of
         the Shares;

                  (v) Acting upon any oral instruction, writing or document
         reasonably believed by Computershare to be genuine and to have been
         given, signed or made by an Officer; and

                  (vi) Processing Share certificates that it reasonably believes
         bear the proper manual or facsimile signatures of an Officer and the
         proper counter-signature of Computershare or the prior transfer agent
         or registrar.

         (c) In providing Services under this Agreement, Computershare may rely
upon any listing applications, letters, or other written instruments executed by
an Officer and directed to the Exchange and upon any opinions submitted to the
Exchange by counsel for the Company as though such letters, instruments, or
opinions had been addressed or submitted to Computershare itself, and with the
same rights of indemnification set forth in Section 7 hereof.

         (d) At any time, Computershare may apply to the Company for oral or
written instructions with respect to any matter arising in connection with the
provision of the Services and Computershare's duties and obligations under this
Agreement. Computershare shall not be liable for any action taken or omitted to
be taken by Computershare in good faith in accordance with such instructions.

         (e) Computershare shall maintain: (i) a record of all Share ownership
by the Company's shareholders of record; (ii) a record of all Share
transactions, including all issuances of Shares, transfers, and Share
replacements, performed by Computershare (iii) a record of all dividend
activity; (iv) a record of restrictions on any Shares of which it has been
informed; and (v) a record of all other matters relating to the services
provided by Computershare hereunder. At the Company's expense, Computershare
shall maintain on the Company's behalf, for safekeeping or disposition by the
Company in accordance with law, such records, papers, Share certificates that
have been canceled in transfer or exchange, and other documents accumulated in
the execution of its duties hereunder. Computershare may, in its discretion,
return canceled Share certificates to the Company and the Company shall be
obligated to retain the certificates as required by law. The records maintained
by Computershare pursuant to this paragraph shall be considered to be the
property of the Company and shall be made available during normal business hours
upon three (3) business days notice to Computershare by an Officer.

         (f) Computershare shall use its reasonable efforts to safeguard the
inventory of blank stock certificates maintained by Computershare and shall
maintain insurance coverage protecting Computershare and its clients against
foreseeable losses, costs and expenses arising out of the loss or theft of any
such certificates.

         (g) In the event of any Officer that shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
dies, resigns or removed prior to issuance of such Share certificates, unless
otherwise instructed by the Company, Computershare may issue such Share
certificates as the Share certificates of the Company notwithstanding such
death, resignation or removal, and the Company shall promptly deliver to
Computershare such approvals, adoptions or ratification as may be required by
law.

6. TERMINATION

         (a) Upon providing written notice, either party may immediately
terminate this agreement upon the occurrence of any of the following: (i) any
breach of any material provision of this Agreement

                                       5
<PAGE>

and, where the breach is capable of remedy, failure to remedy the breach within
thirty (30) days after receiving written notice of such breach; (ii) any breach
of any material provision of this agreement that is not capable of remedy; (iii)
any party: (A) files a petition or otherwise commences, authorizes or acquiesces
in the commencement of a proceeding or cause of action under any bankruptcy,
insolvency, reorganization or similar law, or has any such petition filed or
commenced against it; (B) makes any assignment or general arrangement for the
benefit of creditors; or (C) has a liquidator, administrator, receive, trustee,
conservator or similar official appointed with respect to it or any substantial
portion of its property or assets; or (iv) any failure to make, when due, any
payment required to be made under the Agreement if such failure is not remedied
within thirty (30) Business Days after written notice.

7. INDEMNIFICATION

         (a) The Company agrees to defend, indemnify and hold harmless
Computershare and its Affiliates and each of their directors, officers,
employees, attorneys and agents (collectively, the "Indemnified Parties"), from
and against all demands, claims, liabilities, losses, damages, settlements,
awards, judgments, fines, penalties, costs or expenses (including, without
limitation, reasonable attorneys' fees) (collectively, "Losses") incurred by
Computershare as a result (directly or indirectly) of or relating to: (i)
Computershare's acceptance of this Agreement or provision of Services under this
Agreement; (ii) any actions taken or not taken by any former agent of the
Company; and (iii) the validity of stock issued by the Company, unless finally
determined by a court of competent jurisdiction that such Losses have resulted
directly from the gross negligence or willful misconduct of such Indemnified
Party.

         (b) This Section 7 shall survive the termination of this Agreement or
the removal or resignation of Computershare hereunder.

8. REPRESENTATIONS AND WARRANTIES.

         (a) The Company represents and warrants that: (i) it has full power,
authority and capacity to execute and deliver this Agreement and perform its
obligations hereunder, and that this Agreement constitutes a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other laws affecting the enforcement of creditors' rights
generally; and (ii) the Company is, and shall remain, in compliance with the
rules and regulations of the securities exchange or market upon which its Shares
are listed (the "Exchange") for the listing of additional shares sufficiently in
advance to permit Computershare, upon receipt of such authorizations as may be
required by the Exchange, to execute timely issuance and delivery as transfer
agent and as registrar of certificates representing such additional shares.

         (b) Computershare represents and warrants that it has full power,
authority and capacity to execute and deliver this Agreement and perform its
obligations hereunder, and that this Agreement constitutes a legal, valid and
binding obligation of Computershare, enforceable against Computershare in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other laws affecting the enforcement of creditors'
rights generally.

         (c) This Section 8 shall survive the termination of this Agreement or
the removal or resignation of Computershare hereunder.

9. BILLING AND PAYMENT

         (a) Computershare shall bill the Company monthly in arrears for the
Fees incurred during the previous month. The Company shall pay Computershare the
full amount of each such invoice within thirty (30) days from the date of the
invoice.

                                       6
<PAGE>

         (b) In the event the Company does not make payment in full within
thirty (30) days of the date of each invoice, the Company shall pay interest of
1.0% per month (12% per annum) on the outstanding balance of the Fees.

10. CONFIDENTIALITY

         (a) The information contained in this Agreement is confidential and
proprietary in nature. Except as otherwise provided herein, each of the Company
and Computershare agrees that it will not divulge or make accessible to any
third party (which shall not include any Affiliate, attorney or accountant of
the Company or Computershare) any part of this Agreement without the prior
written consent of the other party.

         (b) Under this Agreement, each party shall have access to certain
confidential information belonging to the other party, which information shall
include all nonpublic information pertaining to the disclosing party, its
parent, subsidiaries, affiliates, employees, customers, representatives and
vendors (including without limitation all information furnished prior to the
date of this Agreement) furnished by or on behalf of the disclosing party to the
receiving party, directly or indirectly, by any means ("Confidential
Information").

         (c) The parties acknowledge that except as necessary for Computershare
to service the account or for either party to perform its obligations under the
Agreement: (i) all Confidential Information is confidential; (ii) the parties
will keep all Confidential Information confidential and will not disclose the
same; (iii) the parties will use Confidential Information only as required by
this Agreement; (iv) the parties will not create a list or other compilation
containing any Confidential Information for any purpose other than to perform
under this Agreement; (v) except as expressly provided for herein, the parties
will not provide, directly or indirectly, the Confidential Information to any
other party for any purpose.

         (d) In the event that either party receives a request or becomes
legally compelled to disclose any Confidential Information belonging to the
other party, recipient will provide the other party with prompt notice of the
request and shall disclose only that portion of the Confidential Information
that recipient is legally obligated to disclose.

         (e) The parties agree that all Confidential Information is proprietary
to the disclosing party. Except for (i) any information initially provided by
the Company to Computershare and (ii) Personal Data (as defined herein), all
information or materials, including all microfiche, electronic mails, hard or
soft documentation, computer or data system information, financial information,
customer or vendor information, business operations, lists, files, records,
source documents, and other materials provided by Computershare to the Company
under this Agreement shall be the sole and exclusive property of Computershare.

         (f) The Company hereby acknowledges that Computershare Trust Co., Inc.,
an Affiliate of Computershare that is involved in the provision of certain
Services hereunder, is subject to the privacy regulations under Title V of the
Gramm-Leach-Bliley Act, 15 U.S.C. ss. 6801 et seq. (the "Act"). To the extent
that a shareholder establishes a relationship with Computershare, Computershare
is required by the Act to maintain the privacy of shareholder nonpublic personal
financial information ("Personal Data"). Computershare agrees that, except as
necessary to fulfill its obligations hereunder or to service the account,
Computershare shall keep all Personal Data confidential. Furthermore,
Computershare is required to obtain an undertaking from the Company regarding
its protection and use of Personal Data received from Computershare. Therefore,
the Company agrees that: (i) Personal Data received from Computershare will not
be disclosed or used except to the extent necessary to carry out its obligations
under this Agreement; (ii) the Company shall use such security measures
necessary to protect Personal

                                       7
<PAGE>

Data from intentional or accidental unauthorized disclosure or use; and (iii)
the Company shall promptly notify Computershare regarding any failure of such
security measures or any security breach related to the Personal Data. If a
shareholder is also a "customer" (as defined in the Act) of the Company, or if
the Company otherwise is entitled by law to the Personal Data, the limitations
contained in this paragraph shall not apply to the portion of Personal Data to
which the Company is so entitled.

         (g) This Section 10 shall survive the termination of this Agreement or
the removal or resignation of Computershare hereunder.

11. ADDITIONAL PROVISIONS

         (a) FORCE MAJEURE. Neither party shall be liable to the other, or held
in breach of this Agreement, if prevented, hindered, or delayed in performance
or observance of any provision contained herein by reason of act of God, riots,
acts of war, epidemics, governmental action or judicial order, earthquakes, or
any other similar cause (including, but not limited to, mechanical, electronic
or communications interruptions, disruptions or failures). Performance times
under this Agreement shall be extended for a period of time equivalent to the
time lost because of any delay that is excusable under this Section.

         (b) SEVERABILITY. If any part of this Agreement, for any reason, is
declared invalid, it shall be deemed restated to reflect as nearly as possible
in accordance with applicable law the original intentions of the parties. The
remainder of this Agreement shall continue in effect as if the Agreement had
been entered into without the invalid portion.

         (c) STATUS OF PARTIES. The relationship of the parties to each other in
the execution and performance of the Agreement shall be that of independent
contractors. Nothing in the Agreement or with respect to the obligations or
services of Computershare in connection with the Agreement shall constitute
Computershare a fiduciary of the Company or any other person.

         (d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered will be an original
hereof, and it will not be necessary in making proof of this Agreement to
produce or account for more that one counterpart hereof.

         (e) ENTIRE AGREEMENT. This Agreement sets forth the full understanding
between the parties with respect to its subject matter and integrates all prior
agreements, discussions and understandings.

         (f) NOTICES. Any notice or document required or permitted to be given
under this Agreement shall be given in writing and shall be deemed received (i)
when personally delivered to the relevant party at such party's address as set
forth below, (ii) if sent by mail (which must be certified or registered mail,
postage prepaid) or overnight courier, when received or rejected by the relevant
party at such party's address indicated below, or (iii) if sent by facsimile,
when confirmation of delivery is received by the sending party:

       If to the Company:    Tortoise Energy Infrastructure Corporation
                             10801 Mastin Boulevard, Suite 222
                             Overland Park, Kansas 66210
                             Attn:     David J. Schulte
                             Fax:      913-345-2763


                                       8
<PAGE>

       If to Computershare:  Computershare Investor Services, LLC
                             Two North LaSalle Street
                             Chicago, Illinois 60602
                             Attn:    Charlie Zade
                             Fax:     312-601-4348

                             with a copy to:

                             Computershare Investor Services, LLC
                             Two North LaSalle Street
                             Chicago, Illinois 60602
                             Attn:    Client Services Manager
                             Fax:     312-601-4348

         (g) MODIFICATION. This Agreement may not be amended or modified in any
manner except by a written agreement duly authorized and executed by both
parties. Any duly authorized Officer may amend any certificate naming Officers
authorized to execute and deliver certificates, instructions, notices or other
instruments, provided such amendment is certified by the Company's Secretary,
and the Secretary may amend any certificate listing the shares of capital stock
of the Company for which Computershare performs services hereunder.

         (h) SUCCESSORS AND ASSIGNS. This Agreement shall extend to and shall be
binding upon the parties hereto and their respective successors and assigns.

         (i) ASSIGNMENT. Neither party may assign this Agreement without the
prior written consent of the other party, except that either party may, without
the consent of the other party, assign the Agreement to an Affiliate of that
party or a purchaser of all or substantially all of that party's assets used in
connection with performing this Agreement.

         (j) ABSENCE OF THIRD-PARTY BENEFICIARIES. The provisions of the
Agreement are intended to benefit only Computershare and the Company, and no
rights shall be granted to any other person by virtue of this Agreement.

         (k) APPLICABLE LAW AND JURISDICTION. This Agreement shall be governed
by and construed in accordance with the laws of the State of Illinois (without
reference to choice of law principles), and the parties hereby consent to the
exclusive jurisdiction of courts in Illinois (whether state or federal) over all
matters relating to this Agreement.


                            [SIGNATURES ON NEXT PAGE]


                                       9
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.


                                      TORTOISE ENERGY INFRASTRUCTURE CORPORATION


                                         By:   /s/ David J. Schulte
                                               --------------------------------
                                       Name:   David J. Schulte
                                      Title:   CEO and President


                                      COMPUTERSHARE INVESTOR SERVICES, LLC


                                         By:    /s/ Steven Rothbloom
                                                -------------------------------
                                       Name:    Steven Rothbloom
                                      Title:    President


                                       10
<PAGE>

                                   SCHEDULE A
                                   ----------

                                SCOPE OF SERVICES

         Pursuant to Section 2(a) of the Agreement, Computershare agrees to
provide the Services set forth below. Any service not specifically set forth
below is not within the scope of Services and shall be subject to additional
fees.

TRANSFER PROCESSING AND ACCOUNT MAINTENANCE

         >>       Provide all operational and administrative services in the
                  Chicago office;
         >>       Maintain records of: (i) Share ownership by the Company's
                  shareholders of record; (ii) Share transactions, including all
                  issuances of Shares, transfers, and Share replacements
                  performed by Computershare; (iii) restrictions on any Shares
                  of which it has been informed; and (iv) all other matters
                  relating to the Services;
         >>       Process transfer requests by issuing certificates or, if
                  applicable, through the Direct Registration System;
         >>       Process legal and restricted stock transfers;
         >>       Place and remove stop transfers orders;
         >>       Replace lost, stolen or destroyed securities in accordance
                  with UCC guidelines and Computershare policy (subject to
                  shareholder-paid fee and bond premium);
         >>       Process stock option exercises;
         >>       Process and post address changes;
         >>       Obtain W-9 and W8-BEN certifications;
         >>       Comply with SEC mandated annual lost shareholder search; and
         >>       Perform OFAC (Office of Foreign Asset Control) and Patriot Act
                  reporting.

SHAREHOLDER SERVICES AND COMMUNICATIONS

         >>       Provide Company specific shareholder contact number;
         >>       Provide IVR 24/7 (subject to system maintenance);
         >>       Respond to shareholder inquiries (written, e-mail and web);
         >>       Record all shareholder calls;
         >>       Scan and image incoming correspondence from shareholders;
         >>       Provide via the web, shareholder account information,
                  transaction capabilities; and downloadable forms and FAQ's.

ANNUAL MEETING SERVICES

         >>       Provide certified shareholder list;
         >>       Address and mail proxy materials to shareholders of record
                  (billed as an out-of-pocket expense);
         >>       Provide affidavit of mailing;
         >>       Tabulate returned proxies;
         >>       Maintain ADP link to receive broker/bank vote transmissions;
         >>       Provide solicitor with access to tabulation results;
         >>       Provide copies of shareholder comments;
         >>       Re-mail conflicting vote proxies and improperly executed
                  proxies;
         >>       Serve as Inspector of Election and provide on-site proxy
                  voting;
         >>       Provide Final Vote certification; and

                                       11
<PAGE>

         >>       Provide final voted proxy list.

PREMIUM ANNUAL MEETING SERVICES (SUBJECT TO ADDITIONAL FEES)

         >>       Provide for internet and telephone voting;
         >>       Electronic delivery of proxy material via Computershare
                  Shareholder Communications;
         >>       Provide financial printing of 10ks, proxy statements and other
                  related documents;
         >>       Accept and load other related proxy files, 401K, ESPP and
                  other stock issues not on our record keeping system;
         >>       Match loaded related proxy files to registered shareholder
                  base to eliminate duplicate mailings;

DIVIDEND DISBURSEMENT

         >>       Make payment of cash dividends to the shareholders of record
                  as of the record date by mailing a check, payable to the
                  registered shareholder, to the address of record or mailing
                  address. Dividends are to be funded by the day checks are
                  placed in the mail;
         >>       Alternatively, upon proper request by a registered
                  shareholder, and provided that funds are on hand at
                  Computershare on or prior to the payment date, make payment to
                  such shareholder through the Automated Clearing House in
                  accordance with the instructions provided by the shareholder;
                  and
         >>       File with the proper federal, state and local authorities such
                  appropriate information returns as are required by law to be
                  filed by the Company concerning the payment of dividends and
                  distributions.

DIVIDEND REINVESTMENT PLAN SERVICES

         >>       Perform services per the terms and conditions in the specific
                  plan document, attached hereto and made a part of, including:
                  o        Administer and maintain plan accounts;
                  o        Enroll new participants;
                  o        Process shareholder requests;
                  o        Distribute plan literature;
                  o        Reinvest dividends;
                  o        Provide for ACH investments, if applicable; and
                  o        Send detailed plan statements to participants after
                           every transaction.

GENERIC CERTIFICATES

         >>       Design and produce Generic Stock Certificates. (Subject to the
                  Company providing required information pursuant to section
                  3(d)(v) of the agreement.)

ESCHEATMENT SERVICES

         >>       Complete required due diligence prior to each filing;
         >>       Update account records with new addresses and reunite
                  shareholders with their property;
         >>       Prepare and file annual abandoned/unclaimed property reports
                  in accordance with each state's abandoned property laws;
         >>       Maintain records of each state filing and update shareholder
                  files accordingly; and
         >>       Assist shareholders in recovering property that has been
                  escheated.

                                       12
<PAGE>

ADDITIONAL ITEMS

         >>       Computershare may perform additional services upon request for
                  an additional fee. Such additional fees shall be based upon
                  the nature of the work required (e.g., stock splits, secondary
                  offerings, additional stock class offerings, etc.);
                  programming and staff time will be billed at the then current
                  rates.


                                       13
<PAGE>
                                   SCHEDULE B

                                STATEMENT OF FEES

FEES

ANNUAL MANAGEMENT FEE:

Monthly administrative fee for our services as transfer agent will be
US $875.00.

ADDITIONAL TRANSACTION BASED FEES:

Generic Certificates

     o        One time set-up fee                              US $  150.00

     o        Per certificate issued                             US $  0.75

OUT-OF-POCKET EXPENSES

>>       Out-of-pocket expenses shall include, but not be limited to the
         following: (i) postage (paid in advance of mailing); (ii) overnight
         delivery charges; (iii) Mail house costs - printing, insertion, freight
         and couriers; (iv) broker, registrar, bank and stock exchange fees; (v)
         telephone line charges; (vi) Proxy tabulation and printing and (vii)
         supplies (such as envelopes, checks, proxy materials, statements,
         etc.).

ADDITIONAL SERVICES

>>       Separate fee estimates for services such as escheatment, corporate
         actions, dividends, reinvestment and other services not included in
         this proposal will be provided upon request by and discussion with you
         prior to Computershare taking any action.

                                       14
<PAGE>

                                    EXHIBIT I

                                   RESOLUTION
                                     OF THE
        BOARD OF DIRECTORS OF TORTOISE ENERGY INFRASTRUCTURE CORPORATION


APPOINTMENT OF COMPUTERSHARE

         WHEREAS, it is deemed desirable and in the best interests of Tortoise
Energy Infrastructure Corporation (the "Company") that the following actions be
taken by the Board of Directors of the Company.

         NOW, THEREFORE BE IT:

         RESOLVED, that Computershare Investor Services, LLC ("Computershare")
is hereby appointed Transfer, Dividend Disbursement and Plan Agent for the
shares set forth below, to act in accordance with its general practice and
pursuant to the terms and conditions set forth in the Stock Transfer Agency
Agreement, dated Dec. 16, 2003, between the Company and Computershare (the
"Agreement"), which Agreement has been submitted to the Company, approved by the
Company and is incorporated herein by reference:

         Class of Stock and Par Value        Shares Covered by this Appointment

         FURTHER RESOLVED, that Computershare shall be entitled to rely and act
upon any written orders or directions regarding the issuance and delivery of
certificates for the above-described shares signed by any of the following:
President, Senior Vice President, Vice President, Treasurer, Assistant
Treasurer, Secretary, Assistant Secretary of this Company or: ["NONE"].

         FURTHER RESOLVED, that the Company shall indemnify and hold harmless
Computershare and its affiliates from and against all demands, claims,
liabilities, losses, damages, settlements, awards, judgments, fines, penalties,
costs or expenses (including, without limitation, reasonable attorneys' fees)
they may incur resulting from their reliance upon any of the information or
representations set forth on the attached Corporate Information Schedule
(Exhibit II) provided pursuant to this Resolution of Appointment, in accordance
with the Agreement, the terms and conditions of which are hereby incorporated by
reference and made a part hereof.

         FURTHER RESOLVED, that the Secretary or Assistant Secretary of this
Company shall file with Computershare a certified copy of these resolutions
under the seal of this Company and shall certify to Computershare from time to
time the names of the officers of this Company authorized by these resolutions
to act, together with the specimen signatures of such officers; and
Computershare shall be entitled to presume that the persons so certified as
officers continue, respectively, to act as such and that each of the foregoing
resolutions continue in force until otherwise notified in writing by the
Secretary or other officer of this Company.

GENERAL AUTHORITY

         FURTHER RESOLVED, that the officers of the Company be, and hereby are,
authorized, empowered and directed, in the name of the Company and on its
behalf, to execute such further papers or

                                       15
<PAGE>

documents or take such further actions as each of them may deem necessary,
appropriate or desirable to carry out the intent of any and all of the foregoing
resolutions; and

         FURTHER RESOLVED, that any and all actions heretofore or hereafter
taken by any such officer within the terms of the foregoing resolutions hereby
are ratified, confirmed and approved as the act and deed of the Company.

                                      * * *

         I, the undersigned Secretary of the Company, do hereby certify that the
foregoing is a true copy of the resolutions adopted by the Board of Directors of
the Company at a meeting of the Board of Directors duly called, convened, and
held on December 12, 2003, at which a quorum was present and voted, and that
said resolutions remain in full force and effect;

         By:  /s/ Zachary A. Hamel
              ------------------------------

         Name:  Zachary A. Hamel
                ----------------------------


(Corporate Seal)


                                       16
<PAGE>
                                   EXHIBIT II

                         CORPORATE INFORMATION SCHEDULE

Tortoise Energy Infrastructure Corporation (the "Company") hereby represents and
warrants that the authorized and issued stock of the Company is as follows:

<TABLE>
<CAPTION>
                                                       (1)                    (2)                  (3)
                      Shares Authorized by                              Shares Issued and
                        the Articles or          Total Shares Now          Outstanding,
  Class of Stock         Certificate of         Authorized by the      Including Treasury       Reserved
  and Par Value          Incorporation         Board of Directors            Shares              Shares*
- ------------------- ------------------------- ---------------------- ----------------------- ----------------
<S>                 <C>                       <C>                    <C>                     <C>
Common
</TABLE>

      Note: The sum of columns 2 and 3 should equal the number in Column 1.

              * If shares have been reserved, identify purpose(s):

                                                  Number of Shares in
         Purpose of Reservation:             Reserve (as of Effective Date):
         ----------------------              ------------------------------

         ----------------------              ------------------------------

         ----------------------              ------------------------------

         ----------------------              ------------------------------

The issued shares above are represented by the following number of shares of
issued old or reclassified stock (if none, so indicate): NONE

The Employer Identification Number of the Company is:   20-0384222.

The following persons are duly elected and qualified officers of the Company,
presently holding the offices indicated, and their signatures as shown below are
genuine:

<TABLE>
<CAPTION>
               Title                                    Name                               Signature

<S>                                      <C>                                     <C>
CEO and President                        David J. Schulte                        /s/ David J. Schulte
- -------------------------------------    -----------------------------------     ----------------------------------

Secretary                                Zachary A. Hamel                        /s/ Zachary A. Hamel
- -------------------------------------    -----------------------------------     ----------------------------------

Treasurer                                Terry C. Matlack                        /s/ Terry Matlack
- -------------------------------------    -----------------------------------     ----------------------------------

Asst. Treasurer                          Kenneth P. Malvey                       /s/ Kenneth P. Malvey
- -------------------------------------    -----------------------------------     ----------------------------------

Asst. Secretary                          Andy Chica                              /s/ Andy Chica
- -------------------------------------    -----------------------------------     ----------------------------------

Asst. Secretary                          Scott Schuenke                          /s/ Scott J. Schuenke
- -------------------------------------    -----------------------------------     ----------------------------------
</TABLE>

The name and address of legal counsel for the Company is:

         Vedder, Price, Kaufman & Kammholz, P.C.
- --------------------------------------------------------------------------------
         222 N. LaSalle Street
- --------------------------------------------------------------------------------
         Chicago, IL 60601
- --------------------------------------------------------------------------------


                                       17
<PAGE>

                                      * * *

         I, the undersigned Secretary of the Company, hereby certify that the
Company is, and at the time of issuance of all of its stock has been, duly
incorporated and in good standing in the state of Maryland, and that all shares
of stock listed above, including but not limited to all issued, outstanding, and
reserved shares, have been properly and legally issued and properly registered
in accordance with appropriate state, federal and any applicable non-U.S. laws.

         Witness my hand and seal of the Company this 16th day of Dec. 2003.

                                                /s/ Zachary A. Hamel
                                                --------------------------------
                                                        Secretary

Corporate Seal

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>13
<FILENAME>exk-2_061804.txt
<DESCRIPTION>EXHIBIT K-2
<TEXT>
                                                                     Exhibit K.2

                     FUND ADMINISTRATION SERVICING AGREEMENT


         THIS AGREEMENT is made and entered into as of this 12 day of December,
2003, by and between TORTOISE ENERGY INFRASTRUCTURE CORPORATION, a Maryland
corporation (the "Company" or "Fund") and U.S. BANCORP FUND SERVICES, LLC, a
Wisconsin limited liability company ("USBFS").

         WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a closed-end management investment
company, and is authorized to issue shares of common stock;

         WHEREAS, USBFS is, among other things, in the business of providing
fund administration services for the benefit of its customers; and

         WHEREAS, the Company desires to retain USBFS to provide fund
administration services for the Company.

         NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:

1.       APPOINTMENT OF USBFS AS ADMINISTRATOR

         The Company hereby appoints USBFS as administrator of the Company on
         the terms and conditions set forth in this Agreement, and USBFS hereby
         accepts such appointment and agrees to perform the services and duties
         set forth in this Agreement.

2.       SERVICES AND DUTIES OF USBFS

         USBFS shall provide the following fund administration services for the
         Fund, including but not limited to:

         A.       General Fund Management:

                  (1)      Act as liaison among all Fund service providers.
                  (2)      Supply:

                           a.       Corporate secretarial services.
                           b.       Office facilities (which may be in USBFS's
                                    or its affiliate's own offices).
                           c.       Non-investment-related statistical and
                                    research data as needed.

                                       1

<PAGE>

                  (3)      Coordinate the Company's Board of Directors' (the
                           "Board of Directors" or the "Directors")
                           communications, such as:

                           a.       Establish meeting agendas.
                           b.       Prepare reports for the Board of Directors
                                    based on financial and administrative data.
                           c.       Evaluate independent auditor.
                           d.       Secure and monitor fidelity bond and
                                    director and officer liability coverage, and
                                    make the necessary Securities and Exchange
                                    Commission (the "SEC") filings relating
                                    thereto.
                           e.       Prepare minutes of meetings of the Board of
                                    Directors and Fund shareholders.
                           f.       Recommend dividend declarations to the Board
                                    of Directors, prepare and distribute to
                                    appropriate parties notices announcing
                                    declaration of dividend distributions to
                                    shareholders.
                           g.       Provide personnel to serve as officers of
                                    the Company if so elected by the Board of
                                    Directors, attend Board of Directors
                                    meetings and present materials for
                                    Directors' review at such meetings.

                  (4)      Audits:

                           a.       Prepare appropriate schedules and assist
                                    independent auditors.
                           b.       Provide information to the SEC and
                                    facilitate audit process.
                           c.       Provide office facilities.

                  (5)      Assist in overall operations of the Fund.
                  (6)      Pay Fund expenses upon written authorization from the
                           Company.

         B.       Compliance:

                  (1)      Regulatory Compliance:

                           a.       Monitor compliance with the 1940 Act
                                    requirements, including:

                                    (i)      Total return, SEC yield
                                             calculations and leverage limits.
                                    (ii)     Maintenance of books and records
                                             under Rule 31a-3.
                                    (iii)    Code of Ethics requirements for the
                                             disinterested Directors of the
                                             Fund.

                           b.       Monitor Fund's compliance with the policies
                                    and investment limitations of the Company as
                                    set forth in its prospectus (the
                                    "Prospectus") and statement of additional
                                    information (the "SAI") or as amended as
                                    notified by the Company.
                           c.       Maintain awareness of applicable regulatory
                                    and operational service issues and recommend
                                    dispositions.
                           d.       Draft and disseminate to the New York Stock
                                    Exchange quarterly earnings statements,
                                    annual written affirmation atatements,
                                    record

                                       2

<PAGE>

                                    date notification for annual neeting of fund
                                    shareholders, proxy voting updates and final
                                    results and miscellaneous press releases as
                                    periodically required with respect to
                                    material changes within the Fund.

                  (2)      SEC Registration and Reporting:

                           a.       Assist Fund counsel in updating the
                                    Prospectus and SAI and in preparing proxy
                                    statements.
                           b.       Prepare and file annual and semiannual
                                    reports, Forms N-SAR, N-CSR and N-PX
                                    filings.
                           c.       Coordinate the printing and mailing of
                                    publicly disseminated reports.
                           d.       File fidelity bond under Rule 17g-1.
                           e.       File shareholder reports under Rule 30b2-1.
                           f.       Monitor sales of the Fund's shares and
                                    ensure that such shares are properly
                                    registered or qualified, as applicable, with
                                    the SEC and the appropriate state
                                    authorities.

                  (3)      IRS Compliance:

                           a.       Monitor the Company's status as a C
                                    corporation.
                           b.       Calculate required distributions (including
                                    excise tax distributions, if any).

         C.       Financial Reporting:

                  (1)      Prepare financial reports for officers, shareholders,
                           tax authorities, performance reporting companies, the
                           Board of Directors, the SEC, and independent
                           auditors.
                  (2)      Supervise the Company's custodian and fund
                           accountants in the maintenance of the Company's
                           general ledger and in the preparation of the Fund's
                           financial statements, including oversight of expense
                           accruals and payments, of the determination of net
                           asset value of the Company's shares, and of the
                           declaration and payment of dividends and other
                           distributions to shareholders.
                  (3)      Compute the yield, total return and expense ratio of
                           the Fund, and the Fund's portfolio turnover rate.
                  (4)      Monitor the expense accruals and notify the Company's
                           management of any proposed adjustments.
                  (5)      Prepare monthly financial statements, which include
                           without limitation the following items:

                           a.       Schedule of Investments.
                           b.       Statement of Assets and Liabilities.
                           c.       Statement of Operations.
                           d.       Statement of Changes in Net Assets.
                           e.       Cash Statement.

                                       3

<PAGE>

                           f.       Schedule of Capital Gains and Losses.
                  (7)      Prepare quarterly broker security transaction
                           summaries.
                  (8)      Calculate distributable cash flow to be distributed
                           quarterly to shareholders.
                  (9)      Calculate advisory fee.

         D.       Tax Reporting:

                  (1)      Prepare and file on a timely basis appropriate
                           federal and state tax returns including, without
                           limitation, Forms 1120/8610 with any necessary
                           schedules.
                  (2)      Prepare state income breakdowns where relevant.
                  (3)      File Form 1099 Miscellaneous for payments to
                           Directors and other service providers.
                  (4)      Monitor wash sale losses.
                  (5)      Calculate eligible dividend income for corporate
                           shareholders.
                  (6)      Calculate return of capital for shareholders.

3.       COMPENSATION

         USBFS shall be compensated for providing the services set forth in this
         Agreement in accordance with the fee schedule set forth on Exhibit A
         hereto (as amended from time to time). The Company shall pay all fees
         and reimbursable expenses within thirty (30) calendar days following
         receipt of the billing notice, except for any fee or expense subject to
         a good faith dispute. The Company shall notify USBFS in writing within
         thirty (30) calendar days following receipt of each invoice if the
         Company is disputing any amounts in good faith. The Company shall
         settle such disputed amounts within ten (10) calendar days of the day
         on which the parties agree to the amount to be paid. With the exception
         of any fee or expense the Company is disputing in good faith as set
         forth above, unpaid invoices shall accrue a finance charge of one and
         one-half percent (1 1/2%) per month, after the due date.

                                       4

<PAGE>

4.       INDEMNIFICATION; LIMITATION OF LIABILITY

         A.       USBFS shall exercise reasonable care in the performance of its
                  duties under this Agreement. USBFS shall not be liable for any
                  error of judgment or mistake of law or for any loss suffered
                  by the Company in connection with matters to which this
                  Agreement relates, including losses resulting from mechanical
                  breakdowns or the failure of communication or power supplies
                  beyond USBFS's control, except a loss arising out of or
                  relating to USBFS's refusal or failure to comply with the
                  terms of this Agreement or from bad faith, negligence, or
                  willful misconduct on its part in the performance of its
                  duties under this Agreement. Notwithstanding any other
                  provision of this Agreement, if USBFS has exercised reasonable
                  care in the performance of its duties under this Agreement,
                  the Company shall indemnify and hold harmless USBFS from and
                  against any and all claims, demands, losses, expenses, and
                  liabilities of any and every nature (including reasonable
                  attorneys' fees) which USBFS may sustain or incur or which may
                  be asserted against USBFS by any person arising out of any
                  action taken or omitted to be taken by it in performing the
                  services hereunder, except for any and all claims, demands,
                  losses, expenses, and liabilities arising out of or relating
                  to USBFS's refusal or failure to comply with the terms of this
                  Agreement or from bad faith, negligence or from willful
                  misconduct on its part in performance of its duties under this
                  Agreement, (i) in accordance with the foregoing standards, or
                  (ii) in reliance upon any written or oral instruction provided
                  to USBFS by any duly authorized officer of the Company, such
                  duly authorized officer to be included in a list of authorized
                  officers furnished to USBFS and as amended from time to time
                  in writing by resolution of the Board of Directors.

                  USBFS shall indemnify and hold the Company harmless from and
                  against any and all claims, demands, losses, expenses, and
                  liabilities of any and every nature (including reasonable
                  attorneys' fees) that the Company may sustain or incur or that
                  may be asserted against the Company by any person arising out
                  of any action taken or omitted to be taken by USBFS as a
                  result of USBFS's refusal or failure to comply with the terms
                  of this Agreement, its bad faith, negligence, or willful
                  misconduct.

                  In the event of a mechanical breakdown or failure of
                  communication or power supplies beyond its control, USBFS
                  shall take all reasonable steps to minimize service
                  interruptions for any period that such interruption continues
                  beyond USBFS's control. USBFS will make every reasonable
                  effort to restore any lost or damaged data and correct any
                  errors resulting from such a breakdown at the expense of
                  USBFS. USBFS agrees that it shall, at all times, have
                  reasonable contingency plans with appropriate parties, making
                  reasonable provision for emergency use of electrical data
                  processing equipment to the extent appropriate equipment is
                  available. Representatives of the Company shall be entitled to
                  inspect USBFS's premises and operating capabilities at any
                  time during regular business hours of USBFS, upon reasonable
                  notice to USBFS.

                                       5

<PAGE>

                  Notwithstanding the above, USBFS reserves the right to
                  reprocess and correct administrative errors at its own
                  expense.

         B.       In order that the indemnification provisions contained in this
                  section shall apply, it is understood that if in any case the
                  indemnitor may be asked to indemnify or hold the indemnitee
                  harmless, the indemnitor shall be fully and promptly advised
                  of all pertinent facts concerning the situation in question,
                  and it is further understood that the indemnitee will use all
                  reasonable care to notify the indemnitor promptly concerning
                  any situation that presents or appears likely to present the
                  probability of a claim for indemnification. The indemnitor
                  shall have the option to defend the indemnitee against any
                  claim that may be the subject of this indemnification. In the
                  event that the indemnitor so elects, it will so notify the
                  indemnitee and thereupon the indemnitor shall take over
                  complete defense of the claim, and the indemnitee shall in
                  such situation initiate no further legal or other expenses for
                  which it shall seek indemnification under this section. The
                  indemnitee shall in no case confess any claim or make any
                  compromise in any case in which the indemnitor will be asked
                  to indemnify the indemnitee except with the indemnitor's prior
                  written consent.

5.       PROPRIETARY AND CONFIDENTIAL INFORMATION

         USBFS agrees on behalf of itself and its directors, officers, and
         employees to treat confidentially and as proprietary information of the
         Company all records and other information relative to the Company and
         prior, present, or potential shareholders of the Company (and clients
         of said shareholders), and not to use such records and information for
         any purpose other than the performance of its responsibilities and
         duties hereunder, except after prior notification to and approval in
         writing by the Company, which approval shall not be unreasonably
         withheld and may not be withheld where USBFS may be exposed to civil or
         criminal contempt proceedings for failure to comply, when requested to
         divulge such information by duly constituted authorities, or when so
         requested by the Company.

         Further, USBFS will adhere to the privacy policies adopted by the
         Company pursuant to Title V of the Gramm-Leach-Bliley Act, as may be
         modified from time to time (the "Act"). Notwithstanding the foregoing,
         USBFS will not share any nonpublic personal information concerning any
         of the Company's shareholders to any third party unless specifically
         directed by the Company or allowed under one of the exceptions noted
         under the Act.

6.       TERM OF AGREEMENT; AMENDMENT

         This Agreement shall become effective as of the date first written
         above and will continue in effect for a period of one year. Subsequent
         to the initial one-year term, this Agreement may be terminated by
         either party upon giving ninety (90) days prior written notice to the
         other party or such shorter period as is mutually agreed upon by the
         parties. However, this Agreement may be amended by mutual written
         consent of the parties.

                                       6

<PAGE>

7.       RECORDS

         USBFS shall keep records relating to the services to be performed
         hereunder in the form and manner, and for such period, as it may deem
         advisable and is agreeable to the Company, but not inconsistent with
         the rules and regulations of appropriate government authorities, in
         particular, Section 31 of the 1940 Act and the rules thereunder. USBFS
         agrees that all such records prepared or maintained by USBFS relating
         to the services to be performed by USBFS hereunder are the property of
         the Company and will be preserved, maintained, and made available in
         accordance with such applicable sections and rules of the 1940 Act and
         will be promptly surrendered to the Company on and in accordance with
         its request.

8.       GOVERNING LAW

         This Agreement shall be construed in accordance with the laws of the
         State of Wisconsin, without regard to conflicts of law principles. To
         the extent that the applicable laws of the State of Wisconsin, or any
         of the provisions herein, conflict with the applicable provisions of
         the 1940 Act, the latter shall control, and nothing herein shall be
         construed in a manner inconsistent with the 1940 Act or any rule or
         order of the SEC thereunder.

9.       DUTIES IN THE EVENT OF TERMINATION

         In the event that, in connection with termination, a successor to any
         of USBFS's duties or responsibilities hereunder is designated by the
         Company by written notice to USBFS, USBFS will promptly, upon such
         termination and at the expense of the Company, transfer to such
         successor all relevant books, records, correspondence, and other data
         established or maintained by USBFS under this Agreement in a form
         reasonably acceptable to the Company (if such form differs from the
         form in which USBFS has maintained, the Company shall pay any expenses
         associated with transferring the data to such form), and will cooperate
         in the transfer of such duties and responsibilities, including
         provision for assistance from USBFS's personnel in the establishment of
         books, records, and other data by such successor.

10.      NO AGENCY RELATIONSHIP

         Nothing herein contained shall be deemed to authorize or empower USBFS
         to act as agent for the other party to this Agreement, or to conduct
         business in the name, or for the account, of the other party to this
         Agreement.

11.      DATA NECESSARY TO PERFORM SERVICES

         The Company or its agent shall furnish to USBFS the data necessary to
         perform the services described herein at such times and in such form as
         mutually agreed upon. If USBFS is also acting in another capacity for
         the Company, nothing herein shall be deemed to relieve USBFS of any of
         its obligations in such capacity.

                                       7

<PAGE>

12.      ASSIGNMENT

         This Agreement may not be assigned by either party without the prior
         written consent of the other party.

13.      NOTICES

         Any notice required or permitted to be given by either party to the
         other shall be in writing and shall be deemed to have been given on the
         date delivered personally or by courier service, or three (3) days
         after sent by registered or certified mail, postage prepaid, return
         receipt requested, or on the date sent and confirmed received by
         facsimile transmission to the other party's address set forth below:

         Notice to USBFS shall be sent to:

                  U.S. Bancorp Fund Services, LLC
                  615 East Michigan Street
                  Milwaukee, WI  53202

         and notice to the Company shall be sent to:

                  Tortoise Capital Advisors
                  233 West 47th Street
                  Kansas City, MO  64112


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer on one or more counterparts as of the date first
above written.


TORTOISE ENERGY INFRASTRUCTURE               U.S. BANCORP FUND SERVICES, LLC
CORPORATION

By: /s/ Terry Matlack                        By: /s/ Joe D. Redwine
   --------------------------------             --------------------------------
Title: Treasurer                             Title: President
      -----------------------------                -----------------------------

                                       8

<PAGE>

                                    EXHIBIT A

                    FUND ADMINISTRATION & COMPLIANCE SERVICES
                               ANNUAL FEE SCHEDULE

TORTOISE ENERGY INFRASTRUCTURE CORPORATION
(CLOSED-END FUND)

Annual fee based upon assets per fund*
 7 basis points on the first $300 million
 6 basis points on the next $500 million
 4 basis points on the balance
 Minimum annual fee: $45,000

Extraordinary services - quoted separately
         o        Multiple classes
         o        Legal administration
         o        Master feeder funds
         o        International funds
         o        File transfer (subject to requirements)
         o        Etc.

Plus out-of-pocket expenses, including but not limited to:

 Postage, Stationery
 Programming, Special Reports
 Proxies, Insurance
 EDGAR filing
 Retention of records
 Federal and state regulatory filing fees
 Certain insurance premiums
 Expenses from board of directors meetings
 Auditing and legal expenses
 Blue Sky conversion expenses (if necessary)
 All other out-of-pocket expenses

Fees are billed monthly.
* Subject to CPI increase, Milwaukee MSA.


INTERNATIONAL FUNDS

Annual fee based upon assets per fund*
 9 basis points on the first $200 million
 8 basis points on the next $300 million
 6 basis points on the next $500 million
 4 basis points on the balance
 Minimum annual fee: $50,000 per fund

Extraordinary services - quoted separately

         o        Multiple classes
         o        Legal administration
         o        Master feeder funds
         o        International funds
         o        File transfer (subject to requirements)
         o        Etc.

Plus out-of-pocket expenses, including but not limited to:
 Postage, Stationery
 Programming, Special Reports
 Proxies, Insurance
 EDGAR filing
 Retention of records
 Federal and state regulatory filing fees
 Certain insurance premiums
 Expenses from board of directors meetings
 Auditing and legal expenses
 Blue Sky conversion expenses (if necessary)
 All other out-of-pocket expenses

Fees are billed monthly.

* Subject to CPI increase.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>14
<FILENAME>exk-3_061804.txt
<DESCRIPTION>EXHIBIT K-3
<TEXT>
                                                                     EXHIBIT K.3

                      FUND ACCOUNTING SERVICING AGREEMENT

         THIS AGREEMENT is made and entered into as of this 12th day of
December, 2003, by and between, TORTOISE ENERGY INFRASTRUCTURE CORPORATION, a
Maryland corporation (the "Company" or "Fund") and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company ("USBFS").

         WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a closed-end management investment
company, and is authorized to issue shares of common stock;

         WHEREAS, USBFS is, among other things, in the business of providing
mutual fund accounting services to investment companies; and

         WHEREAS, the Company desires to retain USBFS to provide accounting
services to the Company.

         NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:

1.       APPOINTMENT OF USBFS AS FUND ACCOUNTANT

         The Company hereby appoints USBFS as fund accountant of the Company on
         the terms and conditions set forth in this Agreement, and USBFS hereby
         accepts such appointment and agrees to perform the services and duties
         set forth in this Agreement.

2.       SERVICES AND DUTIES OF USBFS

         USBFS shall provide the following fund accounting services for the
         Fund, including but not limited to:

         A.       Portfolio Accounting Services:

                  (1)      Maintain portfolio records on a trade date+1 basis
                           using security trade information communicated from
                           the investment adviser.

                  (2)      For each valuation date, obtain prices from a pricing
                           source approved by the Board of Directors of the
                           Company (the "Board of Directors" or the "Directors")
                           and apply those prices to the portfolio positions.
                           For those securities where market quotations are not
                           readily available, the Board of Directors shall
                           approve, in good faith, procedures for determining
                           the fair value for such securities.

                                       1

<PAGE>

                  (3)      Identify interest and dividend accrual balances as of
                           each valuation date and calculate gross earnings on
                           investments for the accounting period.

                  (4)      Determine gain/loss on security sales and identify
                           them as short-term or long-term; account for periodic
                           distributions of gains or losses to shareholders and
                           maintain undistributed gain or loss balances as of
                           each valuation date.

         B.       Expense Accrual and Payment Services:

                  (1)      For each valuation date, calculate the expense
                           accrual amounts as directed by the Company as to
                           methodology, rate or dollar amount.

                  (2)      Record payments for Fund expenses upon receipt of
                           written authorization from the Company.

                  (3)      Account for Fund expenditures and maintain expense
                           accrual balances at the level of accounting detail,
                           as agreed upon by USBFS and the Company.

                  (4)      Provide expense accrual and payment reporting.

         C.       Fund Valuation and Financial Reporting Services:

                  (1)      Account for Fund share repurchases, tenders, sales,
                           exchanges, transfers, dividend reinvestments, and
                           other Fund share activity as reported by the Fund's
                           transfer agent on a timely basis.

                  (2)      Determine net investment income (earnings) for the
                           Fund as of each valuation date. Account for periodic
                           distributions of earnings to shareholders and
                           maintain undistributed net investment income balances
                           as of each valuation date.

                  (3)      Maintain a general ledger and other accounts, books,
                           and financial records for the Fund in the form as
                           agreed upon.

                  (4)      Determine the net asset value of the Fund according
                           to the accounting policies and procedures set forth
                           in the Fund's Prospectus.

                  (5)      Calculate per share net asset value, per share net
                           earnings, and other per share amounts reflective of
                           Fund operations at such time as required by the
                           nature and characteristics of the Fund.

                  (6)      Communicate, at an agreed upon time, the per share
                           price for each valuation date to parties as agreed
                           upon from time to time.

                                       2

<PAGE>

                  (7)      Prepare monthly reports that document the adequacy of
                           accounting detail to support month-end ledger
                           balances.

         D.       Tax Accounting Services:

                  (1)      Maintain accounting records for the investment
                           portfolio of the Fund to support the tax reporting
                           required for IRS-defined regulated investment
                           companies.

                  (2)      Maintain tax lot detail for the Fund's investment
                           portfolio.

                  (3)      Calculate taxable gain/loss on security sales using
                           the tax lot relief method designated by the Company.

                  (4)      Provide the necessary financial information to
                           support the taxable components of income and capital
                           gains distributions to the Fund's transfer agent to
                           support tax reporting to the shareholders.

         E.       Compliance Control Services:

                  (1)      Support reporting to regulatory bodies and support
                           financial statement preparation by making the Fund's
                           accounting records available to the Company, the
                           Securities and Exchange Commission (the "SEC"), and
                           the outside auditors.

                  (2)      Maintain accounting records according to the 1940 Act
                           and regulations provided thereunder.

         F.       USBFS will perform the following accounting functions on a
                  daily basis:

                  (1)      Reconcile cash and investment balances of the Fund
                           with the Fund's custodian, and provide the Fund's
                           investment adviser with the beginning cash balance
                           available for investment purposes.

                  (2)      Transmit or mail a copy of the portfolio valuation to
                           the Fund's investment adviser.

                  (3)      Review the impact of current day's activity on a per
                           share basis, and review changes in market value.

         G.       In addition, USBFS will:

                  (1)      Prepare monthly security transactions listings.

                                       3

<PAGE>

                  (2)      Supply various Company, Fund and class statistical
                           data as requested by the Company on an ongoing basis.

         3.       PRICING OF SECURITIES

                  For each valuation date, USBFS shall obtain prices from a
                  pricing source recommended by USBFS and approved by Fund's
                  investment adviser and ratified by the Board of Directors and
                  apply those prices to the portfolio positions of the Fund. For
                  those securities where market quotations are not readily
                  available, the Board of Directors shall approve, in good
                  faith, procedures for determining the fair value for such
                  securities.

                  If the Company desires to provide a price that varies from the
                  pricing source, the Company shall promptly notify and supply
                  USBFS with the valuation of any such security on each
                  valuation date. All pricing changes made by the Company will
                  be in writing and must specifically identify the securities to
                  be changed by CUSIP, name of security, new price or rate to be
                  applied, and, if applicable, the time period for which the new
                  price(s) is/are effective.

         4.       CHANGES IN ACCOUNTING PROCEDURES

                  Any resolution passed by the Board of Directors that affects
                  accounting practices and procedures under this Agreement shall
                  be effective upon receipt of written notice thereof by USBFS.

         5.       CHANGES IN EQUIPMENT, SYSTEMS, SERVICE, ETC.

                  USBFS reserves the right to make changes from time to time, as
                  it deems advisable, relating to its services, systems,
                  programs, rules, operating schedules and equipment, so long as
                  such changes do not adversely affect the service provided to
                  the Company under this Agreement.

         6.       COMPENSATION

                  USBFS shall be compensated for providing the services set
                  forth in this Agreement in accordance with the fee schedule
                  set forth on Exhibit A hereto (as amended from time to time).
                  The Company shall pay all fees and reimbursable expenses
                  within thirty (30) calendar days following receipt of the
                  billing notice, except for any fee or expense subject to a
                  good faith dispute. The Company shall notify USBFS in writing
                  within thirty (30) calendar days following receipt of each
                  invoice if the Company is disputing any amounts in good faith.
                  The Company shall settle such disputed amounts within ten (10)
                  calendar days of the day on which the parties agree to the
                  amount to be paid. With the exception of any fee or expense
                  the Company is disputing in good faith as set forth above,
                  unpaid invoices shall accrue a finance charge of one and
                  one-half percent (1 1/2%) per month, after the due date.

                                       4

<PAGE>

         7.       INDEMNIFICATION; LIMITATION OF LIABILITY

                  A.       USBFS shall exercise reasonable care in the
                           performance of its duties under this Agreement. USBFS
                           shall not be liable for any error of judgment or
                           mistake of law or for any loss suffered by the
                           Company in connection with matters to which this
                           Agreement relates, including losses resulting from
                           mechanical breakdowns or the failure of communication
                           or power supplies beyond USBFS's control, except a
                           loss arising out of or relating to USBFS's refusal or
                           failure to comply with the terms of this Agreement or
                           from bad faith, negligence, or willful misconduct on
                           its part in the performance of its duties under this
                           Agreement. Notwithstanding any other provision of
                           this Agreement, if USBFS has exercised reasonable
                           care in the performance of its duties under this
                           Agreement, the Company shall indemnify and hold
                           harmless USBFS from and against any and all claims,
                           demands, losses, expenses, and liabilities of any and
                           every nature (including reasonable attorneys" fees)
                           that USBFS may sustain or incur or that may be
                           asserted against USBFS by any person arising out of
                           any action taken or omitted to be taken by it in
                           performing the services hereunder, except for any and
                           all claims, demands, losses, expenses, and
                           liabilities arising out of or relating to USBFS's
                           refusal or failure to comply with the terms of this
                           Agreement or from bad faith, negligence or from
                           willful misconduct on its part in performance of its
                           duties under this Agreement, (i) in accordance with
                           the foregoing standards, or (ii) in reliance upon any
                           written or oral instruction provided to USBFS by any
                           duly authorized officer of the Company, such duly
                           authorized officer to be included in a list of
                           authorized officers furnished to USBFS and as amended
                           from time to time in writing by resolution of the
                           Board of Directors.

                           USBFS shall indemnify and hold the Company harmless
                           from and against any and all claims, demands, losses,
                           expenses, and liabilities of any and every nature
                           (including reasonable attorneys" fees) that the
                           Company may sustain or incur or that may be asserted
                           against the Company by any person arising out of any
                           action taken or omitted to be taken by USBFS as a
                           result of USBFS's refusal or failure to comply with
                           the terms of this Agreement, its bad faith,
                           negligence, or willful misconduct.

                           In the event of a mechanical breakdown or failure of
                           communication or power supplies beyond its control,
                           USBFS shall take all reasonable steps to minimize
                           service interruptions for any period that such
                           interruption continues beyond USBFS's control. USBFS
                           will make every reasonable effort to restore any lost
                           or damaged data and correct any errors resulting from
                           such a breakdown at the expense of USBFS. USBFS
                           agrees that it shall, at all times, have reasonable
                           contingency plans with appropriate parties, making
                           reasonable provision for emergency use of electrical
                           data processing equipment to the extent appropriate
                           equipment is available. Representatives of the
                           Company shall be entitled to inspect USBFS's premises
                           and operating capabilities at any time during regular
                           business hours of USBFS, upon reasonable notice to
                           USBFS.

                                       5

<PAGE>

                           Notwithstanding the above, USBFS reserves the right
                           to reprocess and correct administrative errors at its
                           own expense.

                  B.       In order that the indemnification provisions
                           contained in this section shall apply, it is
                           understood that if in any case the indemnitor may be
                           asked to indemnify or hold the indemnitee harmless,
                           the indemnitor shall be fully and promptly advised of
                           all pertinent facts concerning the situation in
                           question, and it is further understood that the
                           indemnitee will use all reasonable care to notify the
                           indemnitor promptly concerning any situation that
                           presents or appears likely to present the probability
                           of a claim for indemnification. The indemnitor shall
                           have the option to defend the indemnitee against any
                           claim that may be the subject of this
                           indemnification. In the event that the indemnitor so
                           elects, it will so notify the indemnitee and
                           thereupon the indemnitor shall take over complete
                           defense of the claim, and the indemnitee shall in
                           such situation initiate no further legal or other
                           expenses for which it shall seek indemnification
                           under this section. Indemnitee shall in no case
                           confess any claim or make any compromise in any case
                           in which the indemnitor will be asked to indemnify
                           the indemnitee except with the indemnitor's prior
                           written consent.

8.       PROPRIETARY AND CONFIDENTIAL INFORMATION

         USBFS agrees on behalf of itself and its directors, officers, and
         employees to treat confidentially and as proprietary information of the
         Company all records and other information relative to the Company and
         prior, present, or potential shareholders of the Company (and clients
         of said shareholders), and not to use such records and information for
         any purpose other than the performance of its responsibilities and
         duties hereunder, except after prior notification to and approval in
         writing by the Company, which approval shall not be unreasonably
         withheld and may not be withheld where USBFS may be exposed to civil or
         criminal contempt proceedings for failure to comply, when requested to
         divulge such information by duly constituted authorities, or when so
         requested by the Company.

         Further, USBFS will adhere to the privacy policies adopted by the
         Company pursuant to Title V of the Gramm-Leach-Bliley Act, as may be
         modified from time to time (the "Act"). Notwithstanding the foregoing,
         USBFS will not share any nonpublic personal information concerning any
         of the Company's shareholders to any third party unless specifically
         directed by the Company or allowed under one of the exceptions noted
         under the Act.

9.       TERM OF AGREEMENT; AMENDMENT

         This Agreement shall become effective as of the date first written
         above and will continue in effect for a period of one year. Subsequent
         to the initial one-year term, this Agreement may be terminated by
         either party upon giving ninety (90) days prior written notice to the

                                       6

<PAGE>

         other party or such shorter period as is mutually agreed upon by the
         parties. However, this Agreement may be amended by mutual written
         consent of the parties.

10.      RECORDS

         USBFS shall keep records relating to the services to be performed
         hereunder in the form and manner, and for such period, as it may deem
         advisable and is agreeable to the Company, but not inconsistent with
         the rules and regulations of appropriate government authorities, in
         particular, Section 31 of the 1940 Act and the rules thereunder. USBFS
         agrees that all such records prepared or maintained by USBFS relating
         to the services to be performed by USBFS hereunder are the property of
         the Company and will be preserved, maintained, and made available in
         accordance with such applicable sections and rules of the 1940 Act and
         will be promptly surrendered to the Company on and in accordance with
         its request.

11.      GOVERNING LAW

         This Agreement shall be construed in accordance with the laws of the
         State of Wisconsin, without regard to conflicts of law principles. To
         the extent that the applicable laws of the State of Wisconsin, or any
         of the provisions herein, conflict with the applicable provisions of
         the 1940 Act, the latter shall control, and nothing herein shall be
         construed in a manner inconsistent with the 1940 Act or any rule or
         order of the SEC thereunder.

12.      DUTIES IN THE EVENT OF TERMINATION

         In the event that, in connection with termination, a successor to any
         of USBFS's duties or responsibilities hereunder is designated by the
         Company by written notice to USBFS, USBFS will promptly, upon such
         termination and at the expense of the Company, transfer to such
         successor all relevant books, records, correspondence and other data
         established or maintained by USBFS under this Agreement in a form
         reasonably acceptable to the Company (if such form differs from the
         form in which USBFS has maintained the same, the Company shall pay any
         expenses associated with transferring the same to such form), and will
         cooperate in the transfer of such duties and responsibilities,
         including provision for assistance from USBFS's personnel in the
         establishment of books, records and other data by such successor.

13.      NO AGENCY RELATIONSHIP

         Nothing herein contained shall be deemed to authorize or empower USBFS
         to act as agent for the other party to this Agreement, or to conduct
         business in the name, or for the account, of the other party to this
         Agreement.

                                       7

<PAGE>

14.      DATA NECESSARY TO PERFORM SERVICES

         The Company or its agent shall furnish to USBFS the data necessary to
         perform the services described herein at such times and in such form as
         mutually agreed upon. If USBFS is also acting in another capacity for
         the Company, nothing herein shall be deemed to relieve USBFS of any of
         its obligations in such capacity.

15.      NOTIFICATION OF ERROR

         The Company will notify USBFS of any discrepancy between USBFS and the
         Company, including, but not limited to, failing to account for a
         security position in the fund's portfolio, by the later of: within
         three (3) business days after receipt of any reports rendered by USBFS
         to the Company; within three (3) business days after discovery of any
         error or omission not covered in the balancing or control procedure, or
         within three (3) business days of receiving notice from any
         shareholder.

16.      ASSIGNMENT

         This Agreement may not be assigned by either party without the prior
         written consent of the other party.

17.      NOTICES

         Any notice required or permitted to be given by either party to the
         other shall be in writing and shall be deemed to have been given on the
         date delivered personally or by courier service, or three (3) days
         after sent by registered or certified mail, postage prepaid, return
         receipt requested, or on the date sent and confirmed received by
         facsimile transmission to the other party's address set forth below:

         Notice to USBFS shall be sent to:

                           U.S. Bancorp Fund Services, LLC
                           615 East Michigan Street
                           Milwaukee, WI  53202

         and notice to the Company shall be sent to:

                           Tortoise Capital Advisors
                           233 West 47th Street
                           Kansas City, MO  64112


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer on one or more counterparts as of the date first
above written.

                                       8

<PAGE>

TORTOISE ENERGY INFRASTRUCTURE          U.S. BANCORP FUND SERVICES, LLC
CORPORATION
By: /s/ Terry Matlack                   By: /s/ Joe D. Redwine
    ---------------------------------       ----------------------------------
Title: Treasurer                        Title: President
       ------------------------------          -------------------------------

                                       9

<PAGE>
                                    EXHIBIT A

                            FUND ACCOUNTING SERVICES
                               ANNUAL FEE SCHEDULE

TORTOISE ENERGY INFRASTRUCTURE CORPORATION
(CLOSED-END FUND)
DOMESTIC EQUITY FUNDS*
- ----------------------
$24,000 for the first $50 million
1.25 basis point on the next $200 million
..75 basis point on the balance

DOMESTIC BALANCED FUNDS*
- ------------------------
$33,000 for the first $100 million
1.5 basis points on the next $200 million
1 basis point on the balance

DOMESTIC FIXED INCOME FUNDS*
- ----------------------------
FUNDS OF FUNDS*
- ---------------
SHORT OR DERIVATIVE FUNDS*
- --------------------------
INTERNATIONAL EQUITY FUNDS*
- ---------------------------
TAX-EXEMPT MONEY MARKET FUNDS*
- ------------------------------
$39,000 for the first $100 million
2 basis points on the next $200 million
1 basis point on the balance

TAXABLE MONEY MARKET FUNDS*
- ---------------------------
$39,000 for the first $100 million
1 basis point on the next $200 million
1/2 basis point on the balance

INTERNATIONAL INCOME FUNDS*
- ---------------------------
$42,000 for the first $100 million
3 basis points on the next $200 million
1.5 basis points on the balance


MULTIPLE CLASSES
- ----------------
Each class is an additional 25% of the charge of the initial class.

MASTER/FEEDER FUNDS
- -------------------
Each master and feeder is charged according to the schedule.

MULTIPLE MANAGER FUNDS
- ----------------------
Additional base fee:
$12,000 per manager/sub-advisor per fund

Extraordinary services - quoted separately

Conversion Estimate - one month's fee (if necessary)

NOTE - All schedules subject to change depending upon the use
of derivatives - options, futures, short sales, etc.

All fees are billed monthly plus out-of-pocket expenses,
including pricing service:

       $.15  Domestic and Canadian Equities
       $.15  Options
       $.50  Corp/Gov/Agency Bonds
       $.80  CMO's
       $.50  International Equities and Bonds
       $.80  Municipal Bonds
       $.80  Money Market Instruments
       $125  Per fund per month - Mutual Funds

Corporate Action Services
       $2.00 Per equity security per month
Manual Security Pricing
       $125 per month - greater than 10/day
Factor Services (BondBuyer)
       Per CMO -                    $1.50/month
       Per Mortgage Backed - $0.25/month
       Minimum              -       $300/month

* Subject to CPI increase, Milwaukee MSA.

                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>15
<FILENAME>exk-4_061804.txt
<DESCRIPTION>EXHIBIT K-4
<TEXT>
                                                                     EXHIBIT K.4

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION





                        FORM OF AUCTION AGENCY AGREEMENT

                            dated as of June __, 2004

                                 relating to the

                            AUCTION RATE SENIOR NOTES
                    $______ SERIES ___, DUE __________, 2044
                    $______ SERIES ___, DUE __________, 2044


                              The Bank of New York

                                as Auction Agent



<PAGE>



                            AUCTION AGENCY AGREEMENT

         This Auction Agency Agreement (this "Agreement"), dated as of June __,
2004, is between Tortoise Energy Infrastructure Corporation (the "Company") and
The Bank of New York.

         The Company proposes to offer $____ and $____ aggregate principal
amount of auction rate senior notes Series ____ and Series ____ (collectively,
the "Tortoise Notes"), authorized by, and subject to the terms and conditions
of, the Supplemental Indenture of Trust by and between the Company and
__________________, in its capacity as trustee (the "Trustee"), dated June
_____, 2004 (the "Supplemental Indenture"), which supplements the Indenture
dated June ___, 2004 by and between the Company and the Trustee.

         The Company desires that The Bank of New York perform certain duties as
agent in connection with each Auction of Tortoise Notes (in such capacity, the
"Auction Agent"), and as the transfer agent, registrar, paying agent and
redemption agent with respect to the Tortoise Notes (in such capacity, the
"Paying Agent"), upon the terms and conditions set forth in this Agreement, and
the Company hereby appoints The Bank of New York as said Auction Agent and
Paying Agent in accordance with those terms and conditions.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Company and the Auction Agent agree as follows:

I. DEFINITIONS AND RULES OF CONSTRUCTION.

         1.1      Terms Defined by Reference to the Supplemental Indenture.
                  ---------------------------------------------------------

         Capitalized terms used herein but not defined herein shall have the
respective meanings specified in the Supplemental Indenture.

         1.2      Certain Defined Terms.
                  ----------------------

         As used herein and in the Settlement Procedures, the following terms
shall have the following meanings, unless the context otherwise requires:

                  (a) "Agent Member" shall mean a member of, or participant in,
         the Securities Depository that will act on behalf of a Bidder.

                  (b) "Auction" shall have the meaning specified in Section 2.1
         hereof.

                  (c) "Auction Procedures" shall mean the procedures as from
         time to time in effect for conducting Auctions that are set forth in
         Appendix A of the Supplemental Indenture.

                  (d) "Authorized Officer" shall mean each Vice President,
         Assistant Vice President and Associate of the Auction Agent and every
         other officer or employee of the Auction Agent designated as an
         "Authorized Officer" for purposes hereof in a written communication
         from the Auction Agent to the Company.


                                       1
<PAGE>

                  (e) "Broker-Dealer Agreement" shall mean each agreement
         between the Auction Agent and a broker-dealer substantially in the form
         attached hereto as Exhibit A.

                  (f) "Closing" shall mean the date the Company consummates the
         transactions for the issuance and sale of the Tortoise Notes.

                  (g) "Company Officer" shall mean the President, each Vice
         President (whether or not designated by a number or word or words added
         before or after the title "Vice President"), the Secretary, the
         Treasurer, each Assistant Secretary and each Assistant Treasurer of the
         Company and every other officer or employee of the Company designated
         as a "Company Officer" for purposes hereof in a notice from the Company
         to the Auction Agent.

                  (h) "Holder" means, with respect to Tortoise Notes, the
         registered holder of Tortoise Notes as the same appears on the records
         of the Company.

                  (i) "Rate Multiple" shall have the meaning assigned to it in
         Section 2.8.

                  (j) "Supplemental Indenture" shall mean the Supplemental
         Indenture of Trust by and between the Company and ____________________,
         dated June _____, 2004, as amended or supplemented.

                  (k) "Settlement Procedures" shall mean the Settlement
         Procedures attached as Exhibit A to the Broker-Dealer Agreement.

         1.3      Rules of Construction.
                  ----------------------

         Unless the context or use indicates another or different meaning or
intent, the following rules shall apply to the construction of this Agreement:

                  (a) Words importing the singular number shall include the
         plural number and vice versa.

                  (b) The captions and headings herein are solely for
         convenience of reference and shall not constitute a part of this
         Agreement nor shall they affect its meaning, construction or effect.

                  (c) The words "hereof," "herein," "hereto" and other words of
         similar import refer to this Agreement as a whole.

                  (d) All references herein to a particular time of day shall be
         to New York City time.


                                       2
<PAGE>

II. THE AUCTION.

         2.1      Purpose; Incorporation by Reference of Auction Procedures and
                  Settlement Procedures.
                  -------------------------------------------------------------

                  (a) The Board of Directors of the Company has adopted a
         resolution appointing The Bank of New York as Auction Agent for
         purposes of the Auction Procedures. The Auction Agent hereby accepts
         such appointment and agrees that, on each Auction Date, it shall follow
         (i) the procedures set forth in this Section 2 and (ii) the Auction
         Procedures for the purpose of determining the Applicable Rate for the
         Tortoise Notes for the next Rate Period. Each periodic operation of
         such procedures is hereinafter referred to as an "Auction."

                  (b) All of the provisions contained in the Auction Procedures
         and in the Settlement Procedures are incorporated herein by reference
         in their entirety and shall be deemed to be a part of this Agreement to
         the same extent as if such provisions were set forth fully herein. In
         the case of any conflict between the terms of any document incorporated
         herein by reference and the terms hereof, the terms in this agreement
         shall control.

         2.2      Preparation for Each Auction; Maintenance of Registry of
                  Existing Holders.
                  --------------------------------------------------------

                  (a) As of the date hereof, the Company shall provide the
         Auction Agent with a list of the Broker-Dealers and shall deliver to
         the Auction Agent for execution by the Auction Agent a Broker-Dealer
         Agreement signed by each such Broker-Dealer. Not later than five
         Business Days prior to any Auction Date for which any change in such
         list of Broker-Dealers is to be effective, the Company shall notify the
         Auction Agent in writing of such change and, if any such change is the
         addition of a Broker-Dealer to such list, the Company shall cause to be
         delivered to the Auction Agent for execution by the Auction Agent a
         Broker-Dealer Agreement signed by such Broker-Dealer. The Auction Agent
         shall have entered into a Broker-Dealer Agreement with each
         Broker-Dealer prior to the participation of any such Broker-Dealer in
         any Auction.

                  (b) In the event that the Auction Date for any Auction shall
         be changed after the Auction Agent shall have given the notice referred
         to in paragraph (a) of the Settlement Procedures, the Auction Agent, by
         such means as the Auction Agent reasonably deems practicable, shall
         give notice of such change to the Broker-Dealers not later than the
         earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old
         Auction Date.

                  (c) The provisions contained in Section 2.04 of the
         Supplemental Indenture concerning Special Rate Periods and the
         notification of a Special Rate Period will be followed by the Company
         and, to the extent applicable, the Auction Agent, and the provisions
         contained therein are incorporated herein by reference in their
         entirety and shall be deemed to be a part of this Agreement to the same
         extent as if such provisions were set forth fully herein.

                  (d) (i) On each Auction Date, the Auction Agent shall
         determine the Maximum Rate. Not later than 9:30 a.m. on each Auction
         Date, the Auction Agent shall notify the Company and the Broker-Dealers
         of the Maximum Rate.


                                       3
<PAGE>


                  (ii) If the Reference Rate is the applicable "AA" Composite
         Commercial Paper Rate and such rate is to be based on rates supplied by
         Commercial Paper Dealers and one or more of the Commercial Paper
         Dealers shall not provide a quotation for the determination of the
         applicable "AA" Composite Commercial Paper Rate, the rate shall be
         determined on the basis of the quotations (or quotation) furnished by
         the remaining Commercial Paper Dealer(s), if any, or, if there are no
         such Commercial Paper Dealers, by a nationally recognized dealer in
         commercial paper of such issuers then making such quotations selected
         by the Company.

                  (e) (i) The Auction Agent shall maintain a current registry of
         the Existing Holders of the Tortoise Notes for purposes of each
         individual Auction based on the information provided to it from time to
         time by the Broker-Dealer. The Auction Agent shall keep such list
         current and accurate and shall indicate thereon the identity of each
         Existing Holder, if any, whose most recent Order was submitted and
         resulted in such Existing Holder continuing to hold or purchase
         Tortoise Notes. The Company shall use commercially reasonable efforts
         to provide or cause to be provided to the Auction Agent within ten
         Business Days following the date of the Closing a list of the initial
         Existing Holders of Tortoise Notes, the number of notes purchased by
         each such Existing Holder and the respective Broker-Dealer of each such
         Existing Holder through which such Existing Holder purchased such
         Tortoise Notes. The Auction Agent may rely upon, as conclusive evidence
         of the identities of the Existing Holders, such list, the results of
         each Auction and notices from any Existing Holder, the Agent Member of
         any Existing Holder or the Broker-Dealer of any Existing Holder with
         respect to such Existing Holder's transfer of any Tortoise Notes to
         another Person.

                  (ii) In the event of any partial redemption of Tortoise Notes,
         upon notice by the Company to the Auction Agent of such partial
         redemption, the Auction Agent promptly shall request the Securities
         Depository to notify the Auction Agent of the identities of the Agent
         Members (and the respective numbers of Tortoise Notes) from the
         accounts of which Tortoise Notes have been called for redemption and
         the person or department at such Agent Member to contact regarding such
         redemption. At least two Business Days prior to the Auction preceding
         the date of redemption, the Auction Agent shall request each Agent
         Member so identified to disclose to the Auction Agent (upon selection
         by such Agent Member of the Existing Holders whose Tortoise Notes are
         to be redeemed) the number of Tortoise Notes of each such Existing
         Holder, if any, to be redeemed by the Company, provided that the
         Auction Agent has been furnished with the name and telephone number of
         a person or department at such Agent Member from which it is to request
         such information. In the absence of receiving any such information with
         respect to an Existing Holder, from such Existing Holder's Agent Member
         or otherwise, the Auction Agent may continue to treat such Existing
         Holder as having ownership of the number of Tortoise Notes shown in the
         Auction Agent's registry of Existing Holders.

                  (iii) The Auction Agent shall register a transfer of the
         ownership of Tortoise Notes from an Existing Holder to another Existing
         Holder, or to another Person if permitted by the Company, only if (A)
         such transfer is made pursuant to an Auction or (B) if such transfer is
         made other than pursuant to an Auction, the Auction Agent has been
         notified of such transfer in writing, in a notice substantially in the
         form of Exhibit C to the Broker-Dealer Agreement, by such Existing
         Holder or by the Agent Member of such Existing Holder only to or
         through a Broker-Dealer that has entered into a Broker-Dealer Agreement
         with the Auction Agent and the Company or other persons as the Company
         permits. The Auction Agent is not required to accept


                                       4
<PAGE>

         any notice of transfer delivered for an Auction unless it is received
         by the Auction Agent by 3:00 p.m. on the Business Day preceding the
         Auction. The Auction Agent shall rescind a transfer made on the
         registry of the Existing Holders of any Tortoise Notes if the Auction
         Agent has been notified in writing, in a notice substantially in the
         form of Exhibit D to the Broker-Dealer Agreement, by the Agent Member
         or the Broker-Dealer of any Person that (i) purchased any Tortoise
         Notes and the seller failed to deliver such Tortoise Notes or (ii) sold
         any Tortoise Notes and the purchaser failed to make payment to such
         Person upon delivery to the purchaser of such Tortoise Notes.

                  (f) The Auction Agent may, but shall have no obligation to,
         request that the Broker-Dealers, as set forth in Section 3.2(c) of the
         Broker-Dealer Agreements, provide the Auction Agent with a list of
         their respective customers that such Broker-Dealers believe are
         Beneficial Owners of Tortoise Notes. The Auction Agent shall keep
         confidential any such information and shall not disclose any such
         information so provided to any Person other than the relevant
         Broker-Dealer and the Company, provided that the Auction Agent reserves
         the right to disclose any such information if (a) it is ordered to do
         so by a court of competent jurisdiction or a regulatory body, judicial
         or quasi-judicial agency or authority having the authority to compel
         such disclosure or (b) it is advised by its counsel in writing that its
         failure to do so would be unlawful.

         2.3      Auction Schedule.
                  -----------------

         The Auction Agent shall conduct Auctions on the Business Day
immediately prior to the start of each Rate Period in accordance with the
schedule set forth below. Such schedule may be changed by the Auction Agent with
the consent of the Company, which consent shall not be withheld unreasonably.
The Auction Agent shall give notice of any such change to each Broker-Dealer.
Such notice shall be received prior to the first Auction Date on which any such
change shall be effective.

Time                                Event
- ---------------------------         --------------------------------------------

By 9:30 a.m.                        The Auction Agent shall advise the Company
                                    and the Broker-Dealers of the Reference Rate
                                    and the Maximum Rate as set forth in Section
                                    2.2(d)(i) hereof.

9:30 a.m. - 1:00 p.m.               The Auction Agent shall assemble information
                                    communicated to it by Broker-Dealers as
                                    provided in Section 2 of Appendix A of the
                                    Supplemental Indenture. Submission deadline
                                    is 1:00 p.m.

Not earlier than 1:00 p.m.          The Auction Agent shall make determinations
                                    pursuant to Section 3 of Appendix A of the
                                    Supplemental Indenture.

By approximately 3:00 p.m.          The Auction Agent shall advise the


                                       5
<PAGE>

                                    Company of the results of the Auction as
                                    provided in Section 3(b) of Appendix A of
                                    the Supplemental Indenture. Submitted Bid
                                    Orders and Submitted Sell Orders will be
                                    accepted and rejected in whole or in part
                                    and Tortoise Notes will be allocated as
                                    provided in Section 4 of Appendix A of the
                                    Supplemental Indenture.

                                    The Auction Agent shall give notice of the
                                    Auction results as set forth in Section 2.4
                                    hereof.

         The Auction Agent will follow the Bond Market Association's Market
Practice U.S. Holiday Recommendations for shortened trading days for the bond
markets (the "BMA Recommendation") unless the Auction Agent is instructed
otherwise. In the event of a BMA Recommendation on an Auction Date, the
Submission Deadline will be 11:30 a.m., instead of 1:00 p.m., and as a result
the notice set forth in Section 2.4 will occur earlier.

         2.4      Notice of Auction Results.
                  --------------------------

         The Auction Agent will advise each Broker-Dealer who submitted a Bid or
Sell Order in an Auction whether such Bid or Sell Order was accepted or rejected
in whole or in part and of the Applicable Rate for the next Rate Period for the
related Tortoise Notes by telephone or other electronic means acceptable to the
parties. The Auction Agent, unless instructed otherwise in writing by the
Company, is authorized to release the Winning Bid Rate after each auction for
public dissemination.

         2.5      Broker-Dealers.
                  ---------------

                  (a) Not later than 3:00 p.m. on each Interest Payment Date,
         the Auction Agent after each Auction will pay to each Broker-Dealer,
         from funds provided by the Company, a service charge in the amount
         equal to: (i) in the case of any Auction immediately preceding a Rate
         Period of less than one year, the product of (A) a fraction the
         numerator of which is the number of days in the Rate Period (calculated
         by counting the first day of such Rate Period but excluding the last
         day thereof) and the denominator of which is 360, times (B) 1/4 of 1%,
         times (C) $25,000 times (D) the sum of the aggregate number of Tortoise
         Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed
         upon by the Company and the Broker-Dealers in the case of any Auction
         immediately preceding a Rate Period of one year or longer. For the
         purposes of the preceding sentence, the Tortoise Notes shall be placed
         by a Broker-Dealer if such notes were (1) the subject of Hold Orders
         deemed to have been submitted to the Auction Agent by the Broker-Dealer
         and were acquired by the Broker-Dealer for its own account or were
         acquired by the Broker-Dealer for its customers who are Beneficial
         Owners or (2) the subject of an order submitted by the Broker-Dealer
         that is (a) a Submitted Bid of an Existing Holder that resulted in the
         Existing Holder continuing to hold the notes as a result of the Auction
         or (b) a Submitted Bid of a Potential Holder that resulted in the
         Potential Holder purchasing the notes as a result of the Auction or (3)
         the subject of a valid Hold Order. For the avoidance of doubt, only


                                       6
<PAGE>

one Broker-Dealer shall be considered to have placed a particular Tortoise Note
at any particular Auction for purposes of this Section 2.5(a).

                  (b) The Company shall not designate any Person to act as a
         Broker-Dealer, or permit an Existing Holder or a Potential Beneficial
         Owner to participate in Auctions through any Person other than a
         Broker-Dealer, without the prior approval of the Auction Agent, which
         approval shall not be withheld unreasonably. Notwithstanding the
         foregoing, the Company may designate an Affiliate or Lehman Brothers
         Inc. to act as a Broker-Dealer.

                  (c) The Auction Agent shall terminate any Broker-Dealer
         Agreement as set forth therein if so directed by the Company.

                  (d) Subject to Section 2.5(b) hereof, the Auction Agent from
         time to time shall enter into such Broker-Dealer Agreements as the
         Company shall request in writing.

                  (e) The Auction Agent shall maintain a list of Broker-Dealers.

         2.6      Ownership of Tortoise Notes and Submission of Bids by the
                  Company and Its Affiliates.
                  ---------------------------------------------------------

         Neither the Company nor any Affiliate of the Company may submit an
Order in any Auction, except that an Affiliate of the Company that is a
Broker-Dealer may submit an Order. The Company shall notify the Auction Agent if
the Company or, to the best of the Company's knowledge, any Affiliate of the
Company becomes a Beneficial Owner of any Tortoise Notes. The restrictions in
this Section 2.6 shall in no way limit the activities of the Auction Agent. The
Auction Agent shall have no duty or liability with respect to enforcement of
this Section 2.6.

         2.7      Access to and Maintenance of Auction Records.
                  ---------------------------------------------

         The Auction Agent shall afford to the Company, its agents, independent
public accountants and counsel, at reasonable times during normal business
hours, to review and make extracts or copies of (at the Company's sole cost and
expense), access to all books, records, documents and other information
concerning the conduct and results of Auctions, provided that any such agent,
accountant or counsel shall furnish the Auction Agent with a letter from the
Company requesting that the Auction Agent afford such person access. The Auction
Agent shall maintain records relating to any Auction for a period of at least
six years after such Auction, and such records, in reasonable detail, shall
reflect accurately and fairly the actions taken by the Auction Agent hereunder.
The Company agrees to keep confidential any information regarding the customers
of any Broker-Dealer received from the Auction Agent in connection with this
Agreement or any Auction, and shall not disclose such information or permit the
disclosure of such information without the prior


                                       7
<PAGE>


written consent of the applicable Broker-Dealer to anyone except such agent,
accountant or counsel engaged to audit or review the results of Auctions as
permitted by this Section 2.7. The Company reserves the right to disclose any
such information if it is ordered to do so by a court of competent jurisdiction
or a regulatory body, judicial or quasi-judicial agency or authority having
authority to compel such disclosure, or if it is advised by its counsel that its
failure to do so would be unlawful. Any such agent, accountant or counsel,
before having access to such information, shall agree to keep such information
confidential and not to disclose such information or permit disclosure of such
information without the prior written consent of the applicable Broker-Dealer,
provided that such agent, accountant or counsel may reserve the right to
disclose any such information if it is ordered to do so by a court of competent
jurisdiction or a regulatory body, judicial or quasi-judicial agency or
authority having authority to compel such disclosure, or if it is advised by its
counsel that its failure to do so would be unlawful.

         2.8      Information Concerning Rates.
                  -----------------------------

         If there is any change in the credit rating of Tortoise Notes by a
rating agency (or substitute or successor rating agencies) then rating the
Tortoise Notes that results in any change in the applicable percentage of the
"AA" Composite Commercial Paper Rate used to determine the Maximum Rate for
Tortoise Notes (the "Rate Multiple"), the Company shall notify the Auction Agent
of such change in the Rate Multiple prior to the Auction Date. In determining
the Maximum Rate on any Auction Date, the Auction Agent shall be entitled to
rely on the last Rate Multiple for Tortoise Notes of which it has most recently
received notice from the Company.

III.     THE AUCTION AGENT AS PAYING AGENT.

         3.1      The Paying Agent.
                  -----------------

         The Board of Directors of the Company has adopted resolutions
appointing The Bank of New York as Auction Agent and Paying Agent. The Paying
Agent hereby accepts such appointment and agrees to act in accordance with its
standard procedures and the provisions of the Supplemental Indenture which are
specified herein with respect to the Tortoise Notes and as set forth in this
Section 3.

         3.2      The Company's Notices to the Paying Agent.
                  ------------------------------------------

         Whenever any Tortoise Notes are to be redeemed, the Company shall mail
a Notice of Redemption by first-class mail, postage prepaid, to each Holder of
Tortoise Notes being redeemed and to the Paying Agent pursuant to Section
2.03(b) of the Supplemental Indenture.

         3.3      The Company to Provide Funds for Interest and Redemptions.
                  ----------------------------------------------------------

                  (a) Not later than 3:00 p.m. on the Business Day preceding
         each Interest Payment Date, the Company shall deposit with the Paying
         Agent an aggregate amount of Federal funds or similar same-day funds
         equal to the declared interest to be paid to Holders on such Interest
         Payment Date and shall give the Paying Agent irrevocable instructions
         to apply such funds to the payment of such interest on such Interest
         Payment Date.

                  (b) If the Company shall give a Notice of Redemption, then by
         12:00 noon on the date fixed for redemption, the Company shall deposit
         in trust with the Paying Agent an aggregate amount of Federal funds or
         similar same-day funds sufficient to redeem such Tortoise Notes called
         for redemption and shall give the Paying Agent irrevocable instructions
         and authority to pay the redemption price to the Holders of Tortoise
         Notes called for redemption upon surrender of the certificate or
         certificates therefor.


                                       8
<PAGE>

         3.4      Disbursing Interest and Redemption Price.
                  -----------------------------------------

         After receipt of the Federal Funds or similar same-day funds and
instructions from the Company described in Section 3.3 above, the Paying Agent
shall pay to the Holders (or former Holders) entitled thereto (i) on each
corresponding Interest Payment Date, interest on the Tortoise Notes, and (ii) on
any date fixed for redemption, the redemption price of any Tortoise Notes called
for redemption. The amount of interest for any Rate Period to be paid by the
Paying Agent to Holders will be determined by the Company as set forth in
Article II, Section 2.02 of the Supplemental Indenture. The redemption price to
be paid by the Paying Agent to the Holders of any Tortoise Notes called for
redemption will be determined as set forth in Article II, Section 2.03 of the
Supplemental Indenture. The Paying Agent shall have no duty to determine the
redemption price and may rely conclusively on the amount thereof set forth in
the Notice of Redemption.

IV.      THE PAYING AGENT AS TRANSFER AGENT AND REGISTRAR.

         4.1      Original Issue of Tortoise Note Authentication Certificates.
                  ------------------------------------------------------------

         On the Original Issue Date for any Tortoise Note, one certificate for
Tortoise Notes shall be issued by the Company and registered in the name of Cede
& Co., as nominee of the Securities Depository, and countersigned by the Paying
Agent.

         4.2      Registration of Transfer or Exchange of Tortoise Notes.
                  -------------------------------------------------------

         Except as provided in this Section 4.2, the Tortoise Notes shall be
registered solely in the name of the Securities Depository or its nominee. If
the Securities Depository shall give notice of its intention to resign as such,
and if the Company shall not have selected a substitute Securities Depository
acceptable to the Paying Agent prior to such resignation, then, upon such
resignation of the Securities Depository, the Tortoise Notes, at the Company's
request and expense, may be registered for transfer or exchange, and new
certificates thereupon shall be issued in the name of the designated transferee
or transferees, upon surrender of the old certificate in form deemed by the
Paying Agent to be endorsed properly for transfer with (a) all necessary
endorsers' signatures guaranteed in such manner and form and by such guarantor
as the Paying Agent may reasonably require, (b) such assurances as the Paying
Agent shall deem necessary or appropriate to evidence the genuineness and
effectiveness of each necessary endorsement and (c) satisfactory evidence of
compliance with all applicable laws relating to the collection of taxes in
connection with any registration of transfer or exchange or funds necessary for
the payment of such taxes. If there is no Securities Depository, at the
Company's option and upon its receipt of such documents as it deems appropriate,
any Tortoise Notes may be registered in the Stock Register in the name of the
Beneficial Owner thereof, and such Beneficial Owner thereupon will be entitled
to receive certificates therefor and required to deliver certificates thereof
upon transfer or exchange thereof at the Company's expense.

         4.3      Removal of Legend.
                  ------------------

         Any request for removal of a legend indicating a restriction on
transfer from a certificate evidencing Tortoise Notes shall be accompanied by an
opinion of counsel stating that such legend may be removed and such Tortoise
Notes may be transferred free of the restriction


                                       9
<PAGE>

described in such legend, said opinion to be delivered under cover of a letter
from a Company Officer authorizing the Paying Agent to remove the legend on the
basis of said opinion.

         4.4      Lost, Stolen or Destroyed Tortoise Note Authentication
                  Certificates.
                  ------------------------------------------------------

         The Paying Agent shall, at the Holder's expense, issue and register
replacement certificates for certificates represented to have been lost, stolen
or destroyed, upon the fulfillment of such requirements as shall be deemed
appropriate by the Company and by the Paying Agent, subject at all times to
provisions of law, the Supplemental Indenture governing such matters and
resolutions adopted by the Company with respect to lost, stolen or destroyed
securities. The Paying Agent may issue new certificates in exchange for and upon
the cancellation of mutilated certificates. Any request by the Company to the
Paying Agent to issue a replacement or new certificate pursuant to this Section
4.4 shall be deemed to be a representation and warranty by the Company to the
Paying Agent that such issuance will comply with provisions of applicable law
and the Supplemental Indenture and resolutions of the Company.

         4.5      Disposition of Canceled Certificates; Record Retention.
                  -------------------------------------------------------

         The Paying Agent shall retain certificates which have been canceled and
any accompanying documentation thereto in accordance with applicable rules and
regulations of the Securities and Exchange Commission (the "Commission") for at
least six calendar years from the date of such cancellation. The Paying Agent,
upon written request by the Company, shall afford to the Company, its agents and
counsel access at reasonable times during normal business hours to review and
make extracts or copies (at the Company's sole cost and expense) of such
certificates and accompanying documentation. Upon the expiration of this
six-year period, the Paying Agent, upon written request by the Company, shall
deliver to the Company the canceled certificates and any accompanying
documentation. In the event that the Commission requests that any or all such
records be furnished to it, the Paying Agent shall provide the Company with
prompt written notice of such request so that the Company may appeal such
request and the Paying Agent shall cooperate with the Company in any such
appeal. In the event that such appeal is unsuccessful, the Paying Agent shall be
permitted to furnish to the Commission, either at its principal office or at any
regional office, complete, correct and current hard copies of any and all
records that were requested by the Commission provided that the Paying Agent
shall exercise reasonable efforts to obtain assurance that confidential
treatment will be accorded to such records. Thereafter, such records shall not
be destroyed by the Company without the approval of the Paying Agent, which
approval shall not be withheld unreasonably, but will be safely stored for
possible future reference.

         4.6      Register.
                  ---------

         The Paying Agent shall maintain the register, which shall contain a
list of the Holders, the number of Tortoise Notes held by each Holder and the
address of each Holder. The Paying Agent shall record in the register any change
of address of a Holder upon notice by such Holder. In case of any written
request or demand for the inspection of the register or any other books of the
Company in the possession of the Paying Agent, the Paying Agent will notify the
Company and secure instructions as to permitting or refusing such inspection.
The Paying Agent reserves the right, however, to exhibit the register or other
records to any person in case it is (a) ordered to


                                       10
<PAGE>

do so by a court of competent jurisdiction or a regulatory body, judicial or
quasi-judicial agency or authority having the authority to compel such
disclosure or (b) advised by its counsel that its failure to do so would be
unlawful.

         4.7      Return of Funds.
                  ----------------

         Any funds paid to the Paying Agent for the paying of interest but not
applied to the payment of interest, including interest earned on such moneys,
will, to the extent permitted by law, be repaid to the Company at the end of 90
days from the date on which such moneys were to have been so applied. Upon
written request, the Company shall be entitled to receive from the Paying Agent,
promptly after the date fixed for redemption, any cash deposited with the Paying
Agent in excess of (i) the aggregate redemption price of the Tortoise Notes
called for redemption on such date and (ii) such other amounts, if any, to which
Holders of Tortoise Notes called for redemption may be entitled. Any funds so
deposited that are unclaimed at the end of two years from such redemption date
shall, to the extent permitted by law, be paid to the Company upon its written
request. Funds, while deposited with the Auction Agent, will be held in trust
for the payment of the applicable interest, redemption price or, as may be
applicable under the Supplemental Indenture, other charges.

V.       REPRESENTATIONS AND WARRANTIES.

         5.1      Representations and Warranties of the Company.
                  ----------------------------------------------

                  The Company represents and warrants to the Auction Agent that:

                  (i) the Company has been duly organized and is validly
         existing as a corporation under the laws of the State of Maryland, and
         has full power to execute and deliver this Agreement and to authorize,
         create and issue the Tortoise Notes;

                  (ii) the Company is registered with the Commission under the
         Investment Company Act as a closed-end, nondiversified, management
         investment company;

                  (iii) this Agreement has been duly and validly authorized,
         executed and delivered by the Company and constitutes the legal, valid
         and binding obligation of the Company, enforceable against the Company
         in accordance with its terms, subject to bankruptcy, insolvency,
         reorganization and other laws of general applicability relating to or
         affecting creditors' rights and to general equitable principles;

                  (iv) the form of the certificate evidencing the Tortoise Notes
         complies with all applicable state and federal laws;

                  (v) the Tortoise Notes have been duly and validly authorized
         by the Company and, upon completion of the initial sale of the Tortoise
         Notes and receipt of payment therefor, will be validly issued by the
         Company, fully paid and nonassessable;

                  (vi) at the time of the offering of the Tortoise Notes, the
         Tortoise Notes offered will be registered under the Securities Act and
         no further action by or before any governmental body or authority of
         the United States or of any state thereof is required in connection
         with the


                                       11
<PAGE>

         execution and delivery of this Agreement or will be required in
         connection with the issuance of the Tortoise Notes, except such action
         as required by applicable state securities laws;

                  (vii) the execution and delivery of this Agreement and the
         issuance and delivery of the Tortoise Notes do not and will not
         conflict with, violate or result in a breach of the terms, conditions
         or provisions of, or constitute a default under, the Articles of
         Incorporation or by-laws of the Company, any order or decree of any
         court or public authority having jurisdiction over the Company or any
         mortgage, indenture, contract, agreement or undertaking to which the
         Company is a party or by which it is bound the effect of which
         conflict, violation, breach or default would be material to the
         Company; and

                  (viii) no taxes are payable upon or in respect of the
         execution of this Agreement or will be payable upon or in respect of
         the issuance of the Tortoise Notes.

         5.2      Representations and Warranties of the Auction Agent.
                  ----------------------------------------------------

         The Auction Agent represents and warrants to the Company that:

                  (i) the Auction Agent is duly organized and is validly
         existing as a banking corporation in good standing under the laws of
         the State of [__________] and has the corporate power to enter into and
         perform its obligations under this Agreement; and

                  (ii) this Agreement has been duly and validly authorized,
         executed and delivered by the Auction Agent and constitutes the legal,
         valid and binding obligation of the Auction Agent, enforceable against
         the Auction Agent in accordance with its terms, subject only to
         bankruptcy, insolvency, reorganization and other laws of general
         applicability relating to or affecting creditors' rights and to general
         equitable principles.

VI.      THE AUCTION AGENT.

         6.1      Duties and Responsibilities.
                  ----------------------------

                  (a) The Auction Agent is acting solely as agent for the
         Company hereunder and owes no fiduciary duties to any Person.

                  (b) The Auction Agent undertakes to perform such duties and
         only such duties as are set forth specifically in this Agreement, and
         no implied covenants or obligations shall be read into this Agreement
         against the Auction Agent.

                  (c) In the absence of bad faith or negligence on its part, the
         Auction Agent shall not be liable for any action taken, suffered or
         omitted by it, or for any error of judgment made by it in the
         performance of its duties under this Agreement. The Auction Agent shall
         not be liable for any error of judgment made in good faith unless the
         Auction Agent shall have been negligent in ascertaining (or failing to
         ascertain) the pertinent facts.


                                       12
<PAGE>


         6.2      Rights of the Auction Agent.
                  ----------------------------

                  (a) The Auction Agent may rely conclusively upon, and shall be
         fully protected in acting or refraining from acting in accordance with,
         any communication authorized by this Agreement and any proper written
         instruction, notice, request, direction, consent, report, certificate,
         certificate or other instrument, paper or document reasonably believed
         by it to be genuine and appropriately authorized. The Auction Agent
         shall not be liable for acting upon any telephone communication
         authorized by this Agreement which the Auction Agent reasonably
         believes in good faith, after reasonable inquiry, to have been given by
         the Company or by a Broker-Dealer. The Auction Agent may record
         telephone communications with the Company or with the Broker-Dealers or
         with both.

                  (b) The Auction Agent may consult with counsel of its choice
         and the advice of such counsel shall be full and complete authorization
         and protection in respect of any action taken, suffered or omitted by
         the Auction Agent hereunder in good faith and in reasonable reliance
         thereon.

                  (c) The Auction Agent shall not be required to advance, expend
         or risk its own funds or otherwise incur or become exposed to financial
         liability in the performance of its duties hereunder. Unless otherwise
         instructed by the Company in writing, the Auction Agent (i) shall not
         be obligated to invest any money received by it hereunder and (ii)
         shall be under no liability for interest on any money received by it
         hereunder.

                  (d) The Auction Agent may perform its duties and exercise its
         rights hereunder either directly or by or through agents or attorneys
         and shall not be responsible for any misconduct or negligence on the
         part of any agent or attorney appointed by it with due care hereunder.

                  (e) The Auction Agent shall not be responsible or liable for
         any failure or delay in the performance of its obligations under this
         Agreement arising out of or caused, directly or indirectly, by
         circumstances beyond its reasonable control, including, without
         limitation, acts of God; earthquakes; fires; floods; wars; civil or
         military disturbances; sabotage; epidemics; riots; acts of terrorism;
         interruptions, loss or malfunctions of utilities, computer (hardware or
         software) or communications services; accidents; labor disputes; acts
         of civil or military authority or governmental actions; it being
         understood that the Auction Agent shall use reasonable efforts which
         are consistent with accepted practices in the banking industry to
         resume performance as soon as practicable under the circumstances.

                  (f) The Auction Agent shall not be required to, and does not,
         make any representations as to the validity, accuracy, value or
         genuineness of any signatures or endorsements, other than its own and
         those of its authorized officers.

                  (g) Any corporation into which the Auction Agent may be merged
         or converted or with which it may be consolidated, or any corporation
         resulting from any merger, conversion or consolidation to which the
         Auction Agent shall be a party, or any corporation succeeding to the
         dealing and trading business of the Auction Agent shall be the
         successor of the Auction Agent hereunder, with the consent of the
         Company but without the execution or filing of


                                       13
<PAGE>

         any paper with any party hereto or any further act on the part of any
         of the parties hereto, except where any instrument of transfer or
         assignment may be required by law to effect such succession, anything
         herein to the contrary notwithstanding.

                  (h) All the rights, privileges, immunities and protections
         granted to the Auction Agent herein are deemed granted to the Paying
         Agent and The Bank of New York in any of the capacities it undertakes
         in connection with this Agreement.

                  (i) Whenever in the administration of the provisions of this
         Agreement, the Auction Agent shall deem it necessary or desirable that
         a matter be proved or established prior to taking or suffering any
         action to be taken hereunder, such matter (unless other evidence in
         respect thereof be herein specifically prescribed) may, in the absence
         of negligence or bad faith on the part of the Auction Agent, be deemed
         to be conclusively proved and established by a certificate describing
         such action as requested by the Company or the Broker-Dealer, signed by
         the Company or the Broker-Dealer, respectively, and delivered to the
         Auction Agent and such certificate, in the absence of negligence or bad
         faith on the part of the Auction Agent, shall be full warrant to the
         Auction Agent for any action taken or omitted by it under the
         provisions of this Agreement upon the faith thereof. Upon receipt of
         any such certificate signed by the Company or the Broker-Dealer, the
         Auction Agent shall promptly provide a copy of said certificate to the
         Broker-Dealer or the Company, respectively. The Auction Agent shall not
         be bound to make any investigation into the facts or matters stated in
         any resolution, certificate, statement, instrument, opinion, report,
         notice, request, consent, entitlement, order, approval or other paper
         or document furnished by the Company or the Broker-Dealer, except to
         the extent that such failure to investigate would be deemed negligent.

         6.3      Compensation, Expenses and Indemnification.
                  -------------------------------------------

                  (a) The Company shall pay to the Auction Agent from time to
         time reasonable compensation for all services rendered by it under this
         Agreement and under the Broker-Dealer Agreements as shall be set forth
         in a separate writing signed by the Company and the Auction Agent,
         subject to adjustments if the Tortoise Notes no longer are held of
         record by the Securities Depository or its nominee or if there shall be
         such other change as shall increase or decrease materially the Auction
         Agent's obligations hereunder or under the Broker-Dealer Agreements.

                  (b) The Company shall reimburse the Auction Agent upon its
         request for all reasonable expenses, disbursements and advances
         incurred or made by the Auction Agent in accordance with any provision
         of this Agreement and of the Broker-Dealer Agreements (including the
         reasonable compensation, expenses and disbursements of its agents and
         counsel), except any expense, disbursement or advance attributable to
         the Auction Agent's negligence or bad faith, upon submission to the
         Company of reasonable documentation thereof.

                  (c) The Company shall indemnify the Auction Agent and its
         officers, directors, employees and agents for, and hold them harmless
         against, any loss, liability or


                                       14
<PAGE>

         expense incurred without negligence or bad faith on the part of the
         Auction Agent arising out of or in connection with its agency under
         this Agreement and under the Broker-Dealer Agreements, including the
         costs and expenses of defending themselves against any claim of
         liability in connection with their exercise or performance of any of
         their duties hereunder and thereunder, except such as may result from
         its negligence or bad faith.

         6.4      Auction Agent's Disclaimer.
                  ---------------------------

         The Auction Agent makes no representation as to the validity or
adequacy of the Agreement, the Broker Dealer Agreements or the Tortoise Notes
except to the extent otherwise set forth in Section 5.2 and except that the
Auction Agent hereby represents that the Agreement has been duly authorized,
executed and delivered by the Auction Agent and constitutes a legal and binding
obligation of the Auction Agent.

VII.     MISCELLANEOUS.

         7.1      Term of Agreement.
                  ------------------

                  (a) The term of this Agreement is unlimited unless it shall be
         terminated as provided in this Section 7.1. The Company may terminate
         this Agreement at any time by so notifying the Auction Agent, provided
         that, if any Tortoise Notes remain outstanding, the Company shall have
         entered into an agreement with a successor auction agent. The Auction
         Agent may terminate this Agreement upon prior notice to the Company on
         the date specified in such notice, which date shall be no earlier than
         60 days after delivery of such notice. If the Auction Agent terminates
         this Agreement while any Tortoise Notes remain outstanding, the Company
         shall use its best efforts to enter into an agreement with a successor
         auction agent containing substantially the same terms and conditions as
         this Agreement.

                  (b) Except as otherwise provided in this Section 7.1(b), the
         respective rights and duties of the Company and the Auction Agent under
         this Agreement shall cease upon termination of this Agreement. The
         Company's representations, warranties, covenants and obligations to the
         Auction Agent under Section 5.1 hereof shall survive the termination
         hereof. The Auction Agent's representations, warranties, covenants and
         obligations under Section 5.2 hereof shall survive the termination
         hereof. Upon termination of this Agreement, the Auction Agent shall (i)
         resign as Auction Agent under the Broker-Dealer Agreements, (ii) at the
         Company's written request, deliver promptly to the Company or to
         another authorized party copies of all books and records maintained by
         it in connection with its duties hereunder, and (iii) at the written
         request of the Company, transfer promptly to the Company or to any
         successor auction agent any funds deposited by the Company with the
         Auction Agent (whether in its capacity as Auction Agent or as Paying
         Agent) pursuant to this Agreement which have not been distributed
         previously by the Auction Agent in accordance with this Agreement.

         7.2      Communications.
                  ---------------

         Except for (i) communications authorized to be made by telephone
pursuant to this Agreement or the Auction Procedures and (ii) communications in
connection with Auctions (other than those expressly required to be in writing),
all notices, requests and other


                                       15
<PAGE>

communications to any party hereunder shall be in writing (including telecopy or
similar writing) and shall be given to such party at its address or telecopier
number set forth below:

If to the Company,
addressed to:

Attn:

Tortoise Energy Infrastructure Corporation
10801 Maston Boulevard, Suite 222
Overland Park, KS  66210

Telephone:
Facsimile:

If to the Auction Agent,
addressed to:

The Bank of New York
[Department]
[Street Address]
[City, State, ZIP]

Telephone:
Facsimile:

or such other address or telecopier number as such party hereafter may specify
for such purpose by notice to the other party. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of the Company by a Company Officer and
on behalf of the Auction Agent by an Authorized Officer.

         7.3      Entire Agreement.
                  -----------------

         This Agreement contains the entire agreement between the parties
relating to the subject matter hereof, and there are no other representations,
endorsements, promises, agreements or understandings, oral, written or implied,
between the parties relating to the subject matter hereof, except for written
agreements relating to the compensation of the Auction Agent.

         7.4      Benefits.
                  ---------

         Nothing herein, express or implied, shall give to any Person, other
than the Company, the Auction Agent and their respective successors and assigns,
any benefit of any legal or equitable right, remedy or claim hereunder.


                                       16
<PAGE>

         7.5      Amendment; Waiver.
                  ------------------

                  (a) This Agreement shall not be deemed or construed to be
         modified, amended, rescinded, canceled or waived, in whole or in part,
         except by a written instrument signed by a duly authorized
         representative of the party to be charged.

                  (b) Failure of either party hereto to exercise any right or
         remedy hereunder in the event of a breach hereof by the other party
         shall not constitute a waiver of any such right or remedy with respect
         to any subsequent breach.

         7.6      Successors and Assigns.
                  -----------------------

         This Agreement shall be binding upon, inure to the benefit of and be
enforceable by, the respective successors and permitted assigns of each of the
Company and the Auction Agent. This Agreement may not be assigned by either
party hereto absent the prior written consent of the other party, which consent
shall not be withheld unreasonably.

         7.7      Severability.
                  -------------

         If any clause, provision or section hereof shall be ruled invalid or
unenforceable by any court of competent jurisdiction, the invalidity or
unenforceability of such clause, provision or section shall not affect any of
the remaining clauses, provisions or sections hereof.

         7.8      Execution in Counterparts.
                  --------------------------

         This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

         7.9      Governing Law, Jurisdiction, Waiver of Trial By Jury.
                  -----------------------------------------------------

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY PROVISIONS
THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF NEW YORK). THE PARTIES AGREE HERETO THAT ALL ACTIONS AND
PROCEEDINGS ARISING OUT OF THIS AUCTION AGENCY AGREEMENT OR ANY TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE BROUGHT IN THE COURTS LOCATED IN THE BOROUGH OF
MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK.

         EACH PARTY WAIVES ANY OBJECTION THAT IT MAY HAVE THAT SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN THE COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF
NEW YORK AND STATE OF NEW YORK WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES
NOT TO PLEAD OR CLAIM THE SAME. EACH OF THE PARTIES HERETO ALSO IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


                                       17
<PAGE>

         7.10     Limitation of Liability.
                  ------------------------

         A copy of the Articles of Incorporation of the Company is on file with
the Secretary of State of the State of Maryland. This Agreement has been
executed on behalf of the Company by an officer of the Company in such capacity
and not individually and the obligations of the Company under this Agreement are
not binding upon such officer or the shareholders of the Company individually
but are binding only upon the assets and property of the Company.



                            [Signature page follows]


                                       18
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.

                                      TORTOISE ENERGY INFRASTRUCTURE CORPORATION


                                      By:_______________________________________
                                         Name:
                                         Title:




                                      The Bank of New York


                                      By:_______________________________________
                                         Name:
                                         Title:


                                       19
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>16
<FILENAME>exk-5_061804.txt
<DESCRIPTION>EXHIBIT K-5
<TEXT>
                                                                     EXHIBIT K.5


                         FORM OF BROKER-DEALER AGREEMENT

         This Broker-Dealer Agreement dated as of June __, 2004, is between The
Bank of New York (the "Auction Agent") (not in its individual capacity, but
solely as agent of Tortoise Energy Infrastructure Corporation (the "Company")),
pursuant to authority granted to it in the Auction Agency Agreement between the
Company and the Auction Agent dated as of June __, 2004 (the "Auction Agency
Agreement") and _______ (together with its successors and assigns, the
"Broker-Dealer").

         The Company proposes to offer $____ and $____ aggregate principal
amount of auction rate senior notes Series ____ and Series ____ (collectively,
the "Tortoise Notes"), authorized by, and subject to the terms and conditions
of, the Supplemental Indenture of Trust by and between the Company and
______________, in its capacity as trustee (the "Trustee"), dated June _____,
2004 (the "Supplemental Indenture"), which supplements the Indenture, dated June
__, 2004, by and between the Company and the Trustee.

         The Supplemental Indenture provides that for each Rate Period of
outstanding series of Tortoise Notes following the initial Rate Period, the
Applicable Rate for each series of Tortoise Notes shall be equal to the rate per
annum that results from an Auction for outstanding notes of each series of
Tortoise Notes. The Board of Directors of the Company has adopted resolutions
appointing The Bank of New York as Auction Agent for purposes of the Auction
Procedures, and pursuant to Section 2.5 of the Auction Agency Agreement, the
Company has requested and directed the Auction Agent to execute and deliver this
Agreement.

         The Auction Procedures require the participation of one or more
Broker-Dealers.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Auction Agent and Broker-Dealer agree as
follows:

I. DEFINITIONS AND RULES OF CONSTRUCTION.

         1.1      Terms Defined by Reference to the Supplemental Indenture.
                  ---------------------------------------------------------

         Capitalized terms used herein but not defined herein shall have the
respective meanings specified in the Supplemental Indenture.

         1.2      Terms Defined Herein.
                  ---------------------

         As used herein, the following terms shall have the following meanings,
unless the context otherwise requires:

                  (a) "Auction" shall have the meaning specified in Section 2.1
         of the Auction Agency Agreement.

                  (b) "Auction Procedures" shall mean the procedures as from
         time to time in effect for conducting Auctions that are set forth
         Appendix A of the Supplemental Indenture.


                                       1
<PAGE>


                  (c) "Authorized Officer" shall mean each Vice President,
         Assistant Vice President and Associate of the Auction Agent and every
         other officer or employee of the Auction Agent designated as an
         "Authorized Officer" for purposes hereof in a written communication
         from the Auction Agent to the Company.

                  (d) "Broker-Dealer Officer" shall mean each officer or
         employee of a Broker-Dealer designated as a "Broker-Dealer Officer" for
         purposes of this Agreement in a written communication to the Auction
         Agent.

                  (e) "Broker-Dealer Agreement" shall mean this Agreement and
         any substantially similar agreement between the Auction Agent and a
         Broker-Dealer.

                  (f) "Supplemental Indenture" shall mean the Supplemental
         Indenture by and between the Company and ____________________, dated
         June __, 2004, as amended or supplemented.

         1.3      Rules of Construction.
                  ----------------------

         Unless the context or use indicates another or different meaning or
intent, the following rules shall apply to the construction of this Agreement:

                  (a) Words importing the singular number shall include the
         plural number and vice versa.

                  (b) The captions and headings herein are solely for
         convenience of reference and shall not constitute a part of this
         Agreement, nor shall they affect its meaning, construction or effect.

                  (c) The words "hereof," "herein," "hereto," and other words of
         similar import refer to this Agreement as a whole.

                  (d) All references herein to a particular time of day shall be
         to New York City time.

II. NOTIFICATION OF INTEREST.

         The provisions contained in Article II, Section 2.04 of the
Supplemental Indenture concerning the notification of a Special Rate Period will
be followed by the Auction Agent and Broker-Dealer, and the provisions contained
therein are incorporated herein by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
were set forth fully herein.

III. THE AUCTION.

         3.1      Purpose; Incorporation by Reference of Auction Procedures.
                  ----------------------------------------------------------

                  (a) On each Auction Date, the provisions of the Auction
         Procedures will be followed by the Auction Agent for the purpose of
         determining the Applicable Rate for the


                                       2
<PAGE>

         Tortoise Notes for the next Rate Period. Each periodic operation of
         such procedures is hereinafter referred to as an "Auction."

                  (b) All of the provisions contained in the Auction Procedures
         are incorporated herein by reference in their entirety and shall be
         deemed to be a part of this Agreement to the same extent as if such
         provisions were set forth fully herein. In the case of any conflict
         between the terms of any document incorporated herein by reference and
         the terms hereof, the terms in this agreement shall control.

                  (c) Broker-Dealer agrees to act as, and assumes the
         obligations of and limitations and restrictions placed upon, a
         Broker-Dealer under this Agreement. Broker-Dealer understands that
         other persons meeting the requirements specified in the definition of
         "Broker-Dealer" contained in Article I, Section 1.01 of the
         Supplemental Indenture may execute a Broker-Dealer Agreement and
         participate as Broker-Dealers in Auctions.

                  (d) Broker-Dealer and other Broker-Dealers may participate in
         Auctions for their own accounts. However, the Company, by notice to
         Broker-Dealer and all other Broker Dealers, may prohibit all
         Broker-Dealers from submitting Bids in Auctions for their own accounts,
         provided that Broker-Dealers may continue to submit Hold Orders and
         Sell Orders.

         3.2      Preparation for Each Auction.
                  -----------------------------

                  (a) Not later than 9:30 a.m. on each Auction Date for the
         Tortoise Notes, the Auction Agent shall advise Broker-Dealer by
         telephone of the Reference Rate and the Maximum Rate in effect on such
         Auction Date.

                  (b) In the event that the Auction Date for any Auction shall
         be changed after the Auction Agent has given the notice referred to in
         paragraph (a) of the settlement procedures set forth on Exhibit A
         hereto (the "Settlement Procedures"), the Auction Agent, by such means
         as the Auction Agent reasonably deems practicable, shall give notice of
         such change to Broker-Dealer not later than the earlier of 9:15 a.m. on
         the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter,
         Broker-Dealer promptly shall notify customers of Broker-Dealer that
         Broker-Dealer believes are Beneficial Owners of Tortoise Notes of such
         change in the Auction Date.

                  (c) The Auction Agent from time to time may request
         Broker-Dealer to provide it with a list of the respective customers
         Broker-Dealer believes are Beneficial Owners of Tortoise Notes.
         Broker-Dealer shall comply with any such request, and the Auction Agent
         shall keep confidential any such information, including information
         received as to the identity of Bidders in any Auction, and shall not
         disclose any such information so provided to any Person other than the
         Company; and such information shall not be used by the Auction Agent or
         its officers, employees, agents or representatives for any purpose
         other than such purposes as are described herein. Notwithstanding the
         foregoing, the Auction Agent reserves the right and is authorized to
         disclose any such information if (a) it is ordered to do so by a court
         of competent jurisdiction or a regulatory body, judicial or
         quasi-judicial agency or authority having the authority to compel such
         disclosure or (b) it is advised by its counsel that its failure to do
         so would be unlawful. In the event that the Auction Agent is required
         to disclose information in accordance with the


                                       3
<PAGE>

         foregoing sentence, it shall provide written notice of such requirement
         to Broker-Dealer as promptly as practicable. The Auction Agent shall
         transmit any list of customers Broker-Dealer believes are Beneficial
         Owners of Tortoise Notes and information related thereto only to its
         officers, employees, agents or representatives who need to know such
         information for the purposes of acting in accordance with this
         Agreement, and the Auction Agent shall prevent the transmission of such
         information to others and shall cause its officers, employees, agents
         and representatives to abide by the foregoing confidentiality
         restrictions.

         3.3      Auction Schedule; Method of Submission of Orders.
                  -------------------------------------------------

                  (a) The Company and the Auction Agent shall conduct Auctions
         for the Tortoise Notes in accordance with the schedule set forth below.
         Such schedule may be changed at any time by the Auction Agent with the
         consent of the Company, which consent shall not be withheld
         unreasonably. The Auction Agent shall give notice of any such change to
         Broker-Dealer. Such notice shall be received prior to the first Auction
         Date on which any such change shall be effective.

Time                                Event
- --------------------------          --------------------------------------------

By 9:30 a.m.                        The Auction Agent shall advise the Company
                                    and the Broker-Dealers of the Reference Rate
                                    and the Maximum Rate as set forth in Section
                                    3.2(a) hereof.

9:30 a.m. - 1:00 p.m.               The Auction Agent shall assemble information
                                    communicated to it by Broker-Dealers as
                                    provided in Section 2 of Appendix A of the
                                    Supplemental Indenture. Submission Deadline
                                    is 1:00 p.m.

Not earlier than 1:00 p.m.          The Auction Agent shall make determinations
                                    pursuant to Section 3 of Appendix A of the
                                    Supplemental Indenture.

By approximately 3:00 p.m.          The Auction Agent shall advise the Company
                                    of the results of the Auction as provided in
                                    Section 3(b) of Appendix A of the
                                    Supplemental Indenture. Submitted Bids and
                                    Submitted Sell Orders will be accepted and
                                    rejected in whole or in part and Tortoise
                                    Notes will be allocated as provided in
                                    Section 4 of Appendix A of the Supplemental
                                    Indenture.

                                    The Auction Agent shall give notice of the
                                    Auction results as set forth in Section
                                    3.4(a) hereof.


                                       4
<PAGE>

         The Auction Agent will follow the Bond Market Association's Market
Practice U.S. Holiday Recommendations for shortened trading days for the bond
markets (the "BMA Recommendation") unless the Auction Agent is instructed
otherwise. In the event of a BMA Recommendation on an Auction Date, the
Submission Deadline will be 11:30 a.m., instead of 1:00 p.m., and as a result
the notice set forth in Section 3.3 will occur earlier.

                  (b) Broker-Dealer agrees to maintain a list of Potential
         Beneficial Owners and to contact the Potential Beneficial Owners on
         such list on or prior to each Auction Date for the purposes set forth
         in Section 1(a)(ii) of Appendix A of the Supplemental Indenture.

                  (c) Broker-Dealer shall submit Orders to the Auction Agent in
         writing in substantially the form attached hereto as Exhibit B.
         Broker-Dealer shall submit separate Orders to the Auction Agent for
         each Potential Beneficial Owner or Beneficial Owner on whose behalf
         Broker-Dealer is submitting an Order and shall not net or aggregate the
         Orders of Potential Beneficial Owners or Beneficial Owners on whose
         behalf Broker-Dealer is submitting Orders.

                  (d) Broker-Dealer shall deliver to the Auction Agent (i) a
         written notice, substantially in the form attached hereto as Exhibit C,
         of transfers of Tortoise Notes, made through Broker-Dealer by an
         Existing Holder to another Person other than pursuant to an Auction,
         and (ii) a written notice, substantially in the form attached hereto as
         Exhibit D, of the failure of Tortoise Notes to be transferred to or by
         any Person that purchased or sold Tortoise Notes through Broker-Dealer
         pursuant to an Auction. The Auction Agent is not required to accept any
         notice delivered pursuant to the terms of the foregoing sentence with
         respect to an Auction unless it is received by the Auction Agent by
         3:00 p.m. on the Business Day preceding the applicable Auction Date.

         3.4      Notice of Auction Results.
                  --------------------------

                  (a) On each Auction Date, the Auction Agent shall provide to
         Broker-Dealer the notice required by paragraph (a) of the Settlement
         Procedures. On the Business Day next succeeding such Auction Date, the
         Auction Agent shall notify Broker-Dealer in writing of the disposition
         of all Orders submitted by Broker-Dealer in the Auction held on such
         Auction Date.

                  (b) Broker-Dealer shall notify each Beneficial Owner,
         Potential Beneficial Owner, Existing Holder or Potential Holder on
         whose behalf Broker-Dealer has submitted an Order as set forth in
         paragraph (b) of the Settlement Procedures, and take such other action
         as is required of Broker-Dealer pursuant to the Settlement Procedures.

         If any Beneficial Owner or Existing Holder selling Tortoise Notes in an
Auction fails to deliver such Tortoise Notes, the Broker-Dealer of any Person
that was to have purchased Tortoise Notes in such Auction may deliver to such
Person a number of whole Tortoise Notes that is less than the number of Tortoise
Notes that otherwise was to be purchased by such Person. In such event, the
number of Tortoise Notes to be so delivered shall be determined by such
Broker-Dealer. Delivery of such lesser number of Tortoise Notes shall constitute
good delivery. Upon the occurrence of any such failure to deliver Tortoise
Notes, such Broker-Dealer shall deliver to the Auction Agent the notice required
by Section 3.3(d)(ii) hereof. Notwithstanding


                                       5
<PAGE>

the foregoing terms of this Section 3.4(b), any delivery or non-delivery of
Tortoise Notes which represents any departure from the results of an Auction, as
determined by the Auction Agent, shall be of no effect unless and until the
Auction Agent shall have been notified of such delivery or non-delivery in
accordance with the terms of Section 3.3(d) hereof.

         3.5      Service Charge to be Paid to Broker-Dealer.
                  -------------------------------------------

         Not later than 3:00 p.m. on each Interest Payment Date, the Auction
Agent after each Auction will pay to each Broker-Dealer, from funds provided by
the Company, a service charge in the amount equal to: (i) in the case of any
Auction immediately preceding a Rate Period of less than one year, the product
of (A) a fraction the numerator of which is the number of days in the Rate
Period (calculated by counting the first day of such Rate Period but excluding
the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%,
times (C) $25,000 times (D) the sum of the aggregate number of Tortoise Notes
placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the
Company and the Broker-Dealers in the case of any Auction immediately preceding
a Rate Period of one year or longer. For the purposes of the preceding sentence,
the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (i) the
subject of Hold Orders deemed to have been submitted to the Auction Agent by the
Broker-Dealer and were acquired by the Broker-Dealer for its own account or were
acquired by the Broker-Dealer for its customers who are Beneficial Owners or
(ii) the subject of an Order submitted by the Broker-Dealer that is (a) a
Submitted Bid of an Existing Holder that resulted in the Existing Holder
continuing to hold the notes as a result of the Auction or (b) a Submitted Bid
of a Potential Holder that resulted in the Potential Holder purchasing the notes
as a result of the Auction or (iii) a valid Hold Order. For the avoidance of
doubt, only one Broker-Dealer shall be considered to have placed a particular
Note at any particular Auction for purposes of this Section 3.5.

IV. THE AUCTION AGENT.

         4.1      Duties and Responsibilities.
                  ----------------------------

                  (a) The Auction Agent is acting solely as agent for the
         Company hereunder and owes no fiduciary duties to any Person.

                  (b) The Auction Agent undertakes to perform such duties and
         only such duties as are set forth specifically in this Agreement, and
         no implied covenants or obligations shall be read into this Agreement
         against the Auction Agent.

                  (c) In the absence of bad faith or negligence on its part, the
         Auction Agent shall not be liable for any action taken, suffered or
         omitted by it, or for any error of judgment made by it in the
         performance of its duties under this Agreement. The Auction Agent shall
         not be liable for any error of judgment made in good faith unless the
         Auction Agent shall have been grossly negligent in ascertaining (or
         failing to ascertain) the pertinent facts.

         4.2      Rights of the Auction Agent.
                  ----------------------------

                  (a) The Auction Agent may conclusively rely upon, and shall be
         fully protected in acting or refraining from acting in accordance with,
         any communication authorized by this

                                       6
<PAGE>

         Agreement and any proper written instruction, notice, request,
         direction, consent, report, certificate, certificate or other
         instrument, paper or document reasonably believed by it to be genuine
         and appropriately authorized. The Auction Agent shall not be liable for
         acting upon any telephone communication authorized by this Agreement
         which the Auction Agent reasonably believes in good faith, after
         reasonable inquiry, to have been given by the Company or by a
         Broker-Dealer. The Auction Agent may record telephone communications
         with the Company or with the Broker-Dealers or with both.

                  (b) The Auction Agent may consult with counsel of its choice
         and the advice of such counsel shall be full and complete authorization
         and protection in respect of any action taken, suffered or omitted by
         the Auction Agent hereunder in good faith and in reasonable reliance
         thereon.

                  (c) The Auction Agent shall not be required to advance, expend
         or risk its own funds or otherwise incur or become exposed to financial
         liability in the performance of its duties hereunder. Unless otherwise
         instructed by the Company in writing, the Auction Agent (i) shall not
         be obligated to invest any money received by it hereunder and (ii)
         shall be under no liability for interest on any money received by it
         hereunder.

                  (d) The Auction Agent may perform its duties and exercise its
         rights hereunder either directly or by or through agents or attorneys
         and shall not be responsible for any misconduct or negligence on the
         part of any agent or attorney appointed by it with due care hereunder.

                  (e) The Auction Agent shall not be responsible or liable for
         any failure or delay in the performance of its obligations under this
         Agreement arising out of or caused, directly or indirectly, by
         circumstances beyond its reasonable control, including, without
         limitation, acts of God; earthquakes; fires; floods; wars; civil or
         military disturbances; sabotage; epidemics; riots; acts of terrorism;
         interruptions, loss or malfunctions of utilities, computer (hardware or
         software) or communications services; accidents; labor disputes; acts
         of civil or military authority or governmental actions; it being
         understood that the Auction Agent shall use reasonable efforts which
         are consistent with accepted practices in the banking industry to
         resume performance as soon as practicable under the circumstances.

                  (f) The Auction Agent shall not be required to, and does not,
         make any representations as to the validity, accuracy, value or
         genuineness of any signatures or endorsements, other than its own and
         those of its authorized officers.

                  (g) Any corporation into which the Auction Agent may be merged
         or converted or with which it may be consolidated, or any corporation
         resulting from any merger, conversion or consolidation to which the
         Auction Agent shall be a party, or any corporation succeeding to the
         dealing and trading business of the Auction Agent shall be the
         successor of the Auction Agent hereunder, with the consent of the
         Company but without the execution or filing of any paper with any party
         hereto or any further act on the part of any of the parties hereto,
         except where any instrument of transfer or assignment may be required
         by law to effect such succession, anything herein to the contrary
         notwithstanding.


                                       7
<PAGE>

                  (h) All the rights, privileges, immunities and protections
         granted to the Auction Agent herein are deemed granted to the Paying
         Agent and The Bank of New York in any of the capacities it undertakes
         in connection with this Agreement.

                  (i) Whenever in the administration of the provisions of this
         Agreement, the Auction Agent shall deem it necessary or desirable that
         a matter be proved or established prior to taking or suffering any
         action to be taken hereunder, such matter, in the absence of negligence
         or bad faith on the part of the Auction Agent, shall be deemed to be
         conclusively proved and established by a certificate describing the
         action requested by the Company or the Broker Dealer, signed by the
         Company or the Broker Dealer, respectively, and delivered to the
         Auction Agent and such certificate, in the absence of negligence or bad
         faith on the part of the Auction Agent, shall be full warrant to the
         Auction Agent for any action taken or omitted by it under the
         provisions of this Agreement upon the faith thereof. Upon receipt of
         any such certificate signed by the Company or the Broker-Dealer, the
         Auction Agent shall promptly provide a copy of said certificate to the
         Broker-Dealer or the Company, respectively. The Auction Agent shall not
         be bound to make any investigation into the facts or matters stated in
         any resolution, certificate, statement, instrument, opinion, report,
         notice, request, consent, entitlement, order, approval or other paper
         or document furnished by the Company or the Broker-Dealer, except to
         the extent that such failure to investigate would be deemed grossly
         negligent.

V.       MISCELLANEOUS.

         5.1      Termination.
                  ------------

         Any party may terminate this Agreement at any time upon five days'
prior written notice to the other party; provided, however, that if the
Broker-Dealer is Lehman Brothers Inc., either Lehman Brothers Inc. or the
Auction Agent may terminate this Agreement only upon 60 days' prior written
notice to the other party and to the Company. This Agreement shall automatically
terminate upon the redemption of all outstanding Tortoise Notes or upon
termination of the Auction Agency Agreement.

         5.2      Force Majeure
                  -------------

         Neither party to this Agreement shall be responsible or liable for any
failure or delay in the performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including, without limitation, acts of God; earthquakes;
fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots;
acts of terrorism; interruptions, loss or malfunctions of utilities, computer
(hardware or software) or communications services; accidents; labor disputes;
acts of civil or military authority or governmental actions; it being understood
that the parties shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.

         5.3      Participant in Securities Depository; Payment of Interest in
                  Same-Day Funds.
                  ------------------------------------------------------------

                  (a) Broker-Dealer is at the date hereof, and shall remain for
         the term of this Agreement, a member of, or a participant in, the
         Securities Depository (or an affiliate of such a member or
         participant).


                                       8
<PAGE>


                  (b) Broker-Dealer represents that it (or if Broker-Dealer does
         not act as Agent Member, one of its affiliates) shall make all interest
         payments on the Tortoise Notes available in same-day funds on each
         Interest Payment Date to customers that use Broker-Dealer (or its
         affiliate) as Agent Member.

         5.4      Communications.
                  ---------------

                  (a) Except for (i) communications authorized to be made by
         telephone pursuant to this Agreement or the Auction Procedures and (ii)
         communications with the Auctions (other than those expressly required
         to be made in writing), all notices, requests and other communications
         to any party hereunder shall be in writing (including telecopy or
         similar writing) and shall be given to such party at its address or
         telecopier number set forth below:

If to the Auction Agent,
addressed to:

The Bank of New York
[ADDRESS]
[CITY, STATE ZIP]


Telephone:
Facsimile:

If to the Broker-Dealer,
addressed to:






Telephone:
Facsimile:

or such other address or telecopier number as such party hereafter may specify
for such purpose by notice to the other party. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of Broker-Dealer by a Broker-Dealer
Officer and on behalf of the Auction Agent by an Authorized Officer.
Broker-Dealer may record telephone communications with the Auction Agent.

         5.5      Entire Agreement.
                  -----------------

         This Agreement contains the entire agreement between the parties
relating to the subject matter hereof, and there are no other representations,
endorsements, promises, agreements or understandings, oral, written or implied,
between the parties relating to the subject matter hereof.


                                       9
<PAGE>

         5.6      Benefits.
                  ---------

         Nothing in this Agreement, express or implied, shall give to any
person, other than the Company, which is a third party beneficiary of this
Agreement, the Auction Agent and Broker-Dealer and their respective successors
and permitted assigns, any benefit of any legal or equitable right, remedy or
claim under this Agreement.

         5.7      Amendment; Waiver.
                  ------------------

                  (a) This Agreement shall not be deemed or construed to be
         modified, amended, rescinded, canceled or waived, in whole or in part,
         except by a written instrument signed by a duly authorized
         representative of the party to be charged.

                  (b) Failure of either party to this Agreement to exercise any
         right or remedy hereunder in the event of a breach of this Agreement by
         the other party shall not constitute a waiver of any such right or
         remedy with respect to any subsequent breach.

         5.8      Successors and Assigns.
                  -----------------------

         This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the respective successors and permitted assigns of each of
Broker-Dealer and the Auction Agent. This Agreement may not be assigned by
either party hereto absent the prior written consent of the other party.

         5.9      Severability.
                  -------------

         If any clause, provision or section of this Agreement shall be ruled
invalid or unenforceable by any court of competent jurisdiction, the invalidity
or unenforceability of such clause, provision or section shall not affect any
remaining clause, provision or section hereof.

         5.10     Execution in Counterparts.
                  --------------------------

         This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

         5.11     Governing Law, Jurisdiction, Waiver of Trial By Jury.
                  -----------------------------------------------------

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY PROVISIONS
THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF NEW YORK). THE PARTIES AGREE HERETO THAT ALL ACTIONS AND
PROCEEDINGS ARISING OUT OF THIS BROKER-DEALER AGREEMENT OR ANY TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE BROUGHT IN THE COURTS LOCATED IN THE BOROUGH OF
MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK.

         EACH PARTY WAIVES ANY OBJECTION THAT IT MAY HAVE THAT SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN THE COURTS LOCATED IN THE


                                       10
<PAGE>

BOROUGH OF MANHATTAN, CITY OF NEW YORK AND STATE OF NEW YORK WAS BROUGHT IN AN
INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME. EACH OF THE
PARTIES HERETO ALSO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

                            [Signature page follows]



                                       11
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.

                                          The Bank of New York, as Auction Agent



                                          By:___________________________________
                                             Name:
                                             Title:


                                          [Broker-Dealer]



                                          By:___________________________________
                                             Name:
                                             Title:




                                       12
<PAGE>


                                    EXHIBIT A
                                    ---------

                              SETTLEMENT PROCEDURES

         Capitalized terms used herein shall have the respective meanings
specified in the Supplemental Indenture.

         (a) On each Auction Date, the Auction Agent shall notify by telephone,
or through the Auction Agent's auction processing system, the Broker-Dealers
that participated in the Auction held on such Auction Date and submitted an
Order on behalf of any Beneficial Owner or Potential Beneficial Owner of:

         (i) the Applicable Rate fixed for the next succeeding Rate Period;

         (ii) whether Sufficient Clearing Bids existed for the determination of
the Applicable Rate;

         (iii) if such Broker-Dealer (a "Seller's Broker-Dealer") submitted a
Bid or a Sell Order on behalf of a Beneficial Owner, the number of Tortoise
Notes, if any, to be sold by such Beneficial Owner;

         (iv) if such Broker-Dealer (a "Buyer's Broker-Dealer") submitted a Bid
on behalf of a Potential Beneficial Owner, the number of Tortoise Notes, if any,
to be purchased by such Potential Beneficial Owner;

         (v) if the aggregate number of Tortoise Notes to be sold by all
Beneficial Owners on whose behalf such Broker-Dealer submitted a Bid or a Sell
Order exceeds the aggregate number of Tortoise Notes to be purchased by all
Potential Beneficial Owners on whose behalf such Broker-Dealer submitted a Bid,
the name or names of one or more Buyer's Broker-Dealers (and the name of the
Agent Member, if any, of each such Buyer's Broker-Dealer) acting for one or more
purchasers of such excess number of Tortoise Notes and the number of such
Tortoise Notes to be purchased from one or more Beneficial Owners on whose
behalf such Broker-Dealer acted by one or more Potential Beneficial Owners on
whose behalf each of such Buyer's Broker-Dealers acted;

         (vi) if the aggregate number of Tortoise Notes to be purchased by all
Potential Beneficial Owners on whose behalf such Broker-Dealer submitted a Bid
exceeds the aggregate number of Tortoise Notes to be sold by all Beneficial
Owners on whose behalf such Broker-Dealer submitted a Bid or a Sell Order, the
name or names of one or more Seller's Broker-Dealers (and the name of the Agent
Member, if any, of each such Seller's Broker-Dealer) acting for one or more
sellers of such excess number of Tortoise Notes and the number of such Tortoise
Notes to be sold to one or more Potential Beneficial Owners on whose behalf such
Broker-Dealer acted by one or more Beneficial Owners on whose behalf each of
such Seller's Broker-Dealers acted; and


                                      A-1
<PAGE>

         (vii) the Auction Date of the next succeeding Auction with respect to
the Tortoise Notes.

         (b) On each Auction Date, each Broker-Dealer that submitted an Order on
behalf of any Beneficial Owner or Potential Beneficial Owner shall:

         (i) in the case of a Broker-Dealer that is a Buyer's Broker-Dealer,
instruct each Potential Beneficial Owner on whose behalf such Broker-Dealer
submitted a Bid that was accepted, in whole or in part, to instruct such
Potential Beneficial Owner's Agent Member to pay to such Broker-Dealer (or its
Agent Member) through the Securities Depository the amount necessary to purchase
the number of Tortoise Notes to be purchased pursuant to such Bid against
receipt of such Tortoise Notes and advise such Potential Beneficial Owner of the
Applicable Rate for the next succeeding Rate Period;

         (ii) in the case of a Broker-Dealer that is a Seller's Broker-Dealer,
instruct each Beneficial Owner on whose behalf such Broker-Dealer submitted a
Sell Order that was accepted, in whole or in part, or a Bid that was accepted,
in whole or in part, to instruct such Beneficial Owner's Agent Member to deliver
to such Broker-Dealer (or its Agent Member) through the Securities Depository
the number of Tortoise Notes to be sold pursuant to such Order against payment
therefor and advise any such Beneficial Owner that will continue to hold
Tortoise Notes of the Applicable Rate for the next succeeding Rate Period;

         (iii) advise each Beneficial Owner on whose behalf such Broker-Dealer
submitted a Hold Order of the Applicable Rate for the next succeeding Rate
Period;

         (iv) advise each Beneficial Owner on whose behalf such Broker-Dealer
submitted an Order of the Auction Date for the next succeeding Auction; and

         (v) advise each Potential Beneficial Owner on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in part, of the
Auction Date for the next succeeding Auction.

         (c) On the basis of the information provided to it pursuant to (a)
above, each Broker-Dealer that submitted a Bid or a Sell Order on behalf of a
Potential Beneficial Owner or a Beneficial Owner shall, in such manner and at
such time or times as in its sole discretion it may determine, allocate any
funds received by it pursuant to (b)(i) above and any Tortoise Notes received by
it pursuant to (b)(ii) above among the Potential Beneficial Owners, if any, on
whose behalf such Broker-Dealer submitted Bids, the Beneficial Owners, if any,
on whose behalf such Broker-Dealer submitted Bids that were accepted or Sell
Orders, and any Broker-Dealer or Broker-Dealers identified to it by the Auction
Agent pursuant to (a)(v) or (a)(vi) above.

         (d) On each Auction Date:

         (i) each Potential Beneficial Owner and Beneficial Owner shall instruct
its Agent Member as provided in (b)(i) or (ii) above, as the case may be;

         (ii) each Seller's Broker-Dealer which is not an Agent Member of the
Securities Depository shall instruct its Agent Member to (A) pay through the
Securities


                                      A-2
<PAGE>

Depository to the Agent Member of the Beneficial Owner delivering Tortoise Notes
to such Broker-Dealer pursuant to (b)(ii) above the amount necessary to purchase
such Tortoise Notes against receipt of such Tortoise Notes, and (B) deliver such
Tortoise Notes through the Securities Depository to a Buyer's Broker-Dealer (or
its Agent Member) identified to such Seller's Broker-Dealer pursuant to (a)(v)
above against payment therefor; and

         (iii) each Buyer's Broker-Dealer which is not an Agent Member of the
Securities Depository shall instruct its Agent Member to (A) pay through the
Securities Depository to a Seller's Broker-Dealer (or its Agent Member)
identified pursuant to (a)(vi) above the amount necessary to purchase the
Tortoise Notes to be purchased pursuant to (b)(i) above against receipt of such
Tortoise Notes, and (B) deliver such Tortoise Notes through the Securities
Depository to the Agent Member of the purchaser thereof against payment
therefor.

         (e) On the day after the Auction Date:

         (i) each Bidder's Agent Member referred to in (d)(i) above shall
instruct the Securities Depository to execute the transactions described in
(b)(i) or (ii) above, and the Securities Depository shall execute such
transactions;

         (ii) each Seller's Broker-Dealer or its Agent Member shall instruct the
Securities Depository to execute the transactions described in (d)(ii) above,
and the Securities Depository shall execute such transactions; and

         (iii) each Buyer's Broker-Dealer or its Agent Member shall instruct the
Securities Depository to execute the transactions described in (d)(iii) above,
and the Securities Depository shall execute such transactions.

         (f) If a Beneficial Owner selling Tortoise Notes in an Auction fails to
deliver such Tortoise Notes (by authorized book-entry), a Broker-Dealer may
deliver to the Potential Beneficial Owner on behalf of which it submitted a Bid
that was accepted a number of whole Tortoise Notes that is less than the number
of Tortoise Notes that otherwise was to be purchased by such Potential
Beneficial Owner. In such event, the number of Tortoise Notes to be so delivered
shall be determined solely by such Broker-Dealer. Delivery of such lesser number
of Tortoise Notes shall constitute good delivery. Notwithstanding the foregoing
terms of this paragraph (f), any delivery or non-delivery of Tortoise Notes
which shall represent any departure from the results of an Auction, as
determined by the Auction Agent, shall be of no effect unless and until the
Auction Agent shall have been notified of such delivery or non-delivery in
accordance with the provisions of the Auction Agency Agreement and the
Broker-Dealer Agreements.


                                      A-3
<PAGE>

                                    EXHIBIT B
                                    ---------

                                AUCTION BID FORM

Submit To:                      Issue:
                                Tortoise Notes of Tortoise Energy Infrastructure
                                Corporation

The undersigned Broker-Dealer submits the following Order on behalf of the
Bidder listed below:

Name of Bidder: ____________________________________

                                BENEFICIAL OWNER

Notes now held ___________________________       HOLD __________________
                                                 BID at rate of ________________
                                                 SELL _____________________

                           POTENTIAL BENEFICIAL OWNER

                                                # of Notes___________
                                                BID at rate of___________ Notes:

         (1)      If submitting more than one Bid for one Bidder, use additional
                  Auction Bid Forms.

         (2)      If one or more Bids covering in the aggregate more than the
                  number of outstanding Tortoise Notes held by any Beneficial
                  Owner are submitted, such bid shall be considered valid in the
                  order of priority set forth in the Auction Procedures on the
                  above issue.

         (3)      A Hold or Sell Order may be placed only by a Beneficial Owner
                  covering a number of Tortoise Notes not greater than the
                  number of Tortoise Notes currently held.

         (4)      Potential Beneficial Owners may make only Bids, each of which
                  must specify a rate. If more than one Bid is submitted on
                  behalf of any Potential Beneficial Owner, each Bid submitted
                  shall be a separate Bid with the rate specified.

         (5)      Bids may contain no more than three figures to the right of
                  the decimal point (.001 of 1%). Fractions will not be
                  accepted.

         (6)      An Order must be submitted in whole Tortoise Notes.


                                      B-1
<PAGE>


                  _________________________________________________

                  ____________________________________________

                  Authorized Signature:_______________________
                                       Name:
                                       Title:



                                      B-2

<PAGE>


                                    EXHIBIT C
                                    ---------

  (Note: To be used only for transfers made other than pursuant to an Auction)

                                  TRANSFER FORM

         Re:  _________________________________________________________________
              ("Tortoise Notes")

We are (check one):

         [ ]      the Existing Holder named below;

         [ ]      the Broker-Dealer for such Existing Holder; or

         [ ]      the Agent Member for such Existing Holder.

         We hereby notify you that such Beneficial Owner has transferred
_________ Tortoise Notes to __________________________________



                                                 -------------------------------
                                                 (Name of Existing Holder)




                                                 -------------------------------
                                                 (Name of Broker-Dealer)



                                                 -------------------------------
                                                 (Name of Agent Member)



By:___________________________________
   Printed Name:
   Title:


                                      C-1
<PAGE>

                                   EXHIBIT D
                                   ---------

          (Note: To be used only for failures to deliver or to pay for
                   Tortoise Notes sold pursuant to an Auction)

                         NOTICE OF A FAILURE TO DELIVER

         We are a Broker-Dealer for _____________________ (the "Purchaser"),
which purchased _____ Tortoise Notes of ___________________________________
_____________________________________________ in the Auction held on
____________________ from the seller of such Tortoise Notes.

         We hereby notify you that (check one):

______ the Seller failed to deliver such Tortoise Notes to the Purchaser.

______ the Purchaser failed to make payment to the Seller upon delivery of such
Tortoise Notes.

                                         Name:__________________________________



                                         By:____________________________________
                                            Printed Name:
                                            Title:



                                      D-1
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>17
<FILENAME>exk-6_061804.txt
<DESCRIPTION>EXHIBIT K-6
<TEXT>
                                                                     EXHIBIT K.6

                                     [LOGO]

                    BOOK-ENTRY-ONLY CORPORATE DEBT SECURITIES

                            LETTER OF REPRESENTATIONS
                      [To be Completed by Issuer and Agent]

                    ________________________________________
                                [Name of Issuer]

                    ________________________________________
                                 [Name of Agent]

                                                            ____________________
                                                                   [Date]

Attention:  General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY 10041-0099

         Re:____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________
                           [Issue description (the "Securities")]

Ladies and Gentlemen:

         This letter sets forth our understanding with respect to certain
matters relating to the Securities. Agent shall act as trustee, paying agent,
fiscal agent, or other agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a trust indenture, resolution, or other
such document authorizing the issuance of the Securities dated _______________
(the "Document") ________________________________ is distributing the Securities
                 ["Underwriter/Placement Agent"]
through The Depository Trust Company ("DTC").

         To induce DTC to accept the Securities as eligible for deposit at DTC,
and to act in

<PAGE>

accordance with its Rules with respect to the Securities, Issuer
and Agent make the following representations to DTC:

         1. Prior to closing on the Securities on __________________________,
there shall be deposited with DTC one or more Security certificates registered
in the name of DTC's nominee, Cede & Co., for each stated maturity of the
Securities in the face amounts set forth on Schedule A hereto, the total of
which represents 100% of the principal amount of such Securities. If, however,
the aggregate principal amount of any maturity exceeds $400 million, one
certificate shall be issued with respect to each $400 million of principal
amount and an additional certificate shall be issued with respect to any
remaining principal amount. Each Security certificate shall bear the following
legend:

            Unless this certificate is presented by an authorized
         representative of The Depository Trust Company, a New
         York corporation ("DTC"), to Issuer or its agent for
         registration of transfer, exchange, or payment, and
         any certificate issued is registered in the name of
         Cede & Co. or in such other name as is requested by
         an authorized representative of DTC (and any payment
         is made to Cede & Co. or to such other entity as is
         requested by an authorized representative of DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
         OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
         as the registered owner hereof, Cede & Co., has an
         interest herein.

Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.]

         [The Security certificate(s) shall remain in Agent's custody as a
"Balance Certificate" subject to the provisions of the Balance Certificate
Agreement between Agent and DTC currently in effect.

         On each day on which Agent is open for business and on which it
receives an instruction originated by a DTC participant ("Participant") through
DTC's Deposit/Withdrawal at Custodian ("DWAC") system to increase the
Participant's account by a specified number of Securities (a "Deposit
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Deposit Instruction through the DWAC system.

         On each day on which Agent is open for business and on which it
receives an instruction originated by a Participant through the DWAC system to
decrease the Participant's account by a specified number of Securities (a
"Withdrawal Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.

         Agent agrees that its approval of a Deposit or Withdrawal Instruction
shall be deemed to be the receipt by DTC of a new reissued or reregistered
certificated Security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.]

                                       2
<PAGE>

         [The Security certificate(s) shall be custodied with DTC.]

         2. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificate(s) by virtue of submission of such certificate(s) to DTC.

         3. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC no fewer
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                           Supervisor, Proxy Unit
                           Reorganization Department
                           The Depository Trust Company
                           55 Water Street 50th Floor
                           New York, NY 10041-0099

         4. In the event of a full or partial redemption, Issuer or Agent shall
send a notice to DTC specifying: (a) the amount of the redemption or refunding;
(b) in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be distributed to Security holders
(the "Publication Date"). Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a
timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use of such
means and the timeliness of such notice.) The Publication Date shall be no fewer
than 30 days nor more than 60 days prior to the redemption date or, in the case
of an advance refunding, the date that the proceeds are deposited in escrow.
Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's
Call Notification Department at (516) 227-4164 or (516) 227-4190. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (516) 227-4070. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:

                                       3
<PAGE>

                           Manager, Call Notification Department
                           The Depository Trust Company
                           711 Stewart Avenue
                           Garden City, NY 11530-4719

         5. In the event of a pro rata reduction of principal, Agent shall send
DTC written notice with respect to the dollar amount per $1,000 original face
value (or other minimum authorized denomination if less than $1,000 face value)
payable on each payment date allocated as to the interest and principal portions
thereof preferably five, but no fewer than two, business days prior to such
payment date. Such notice shall clearly indicate that it relates to a pro rata
reduction of principal. Furthermore, the notice shall also contain the current
pool factor or ratio and Agent contact's name and telephone number. Notices to
DTC pursuant to this Paragraph by telecopy shall be directed to DTC's Dividend
Department at (212) 855-4555. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such
party shall telephone (212) 855-4550. Notices to DTC pursuant to this Paragraph,
or by mail or by any other means, shall be sent to:

                           Manager, Announcements
                           Dividend Department
                           The Depository Trust Company
                           55 Water Street 25th Floor
                           New York, NY 10041-0099

         6. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders shall be sent to DTC specifying the terms of the tender and the
Publication Date of such notice. Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use and
timeliness of such notice.) Notices to DTC pursuant to this Paragraph and
notices of other corporate actions by telecopy shall be directed to DTC's
Reorganization Department at (212) 855-5488. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5290. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                           Manager, Reorganization Department
                           Reorganization Window
                           The Depository Trust Company
                           55 Water Street 50th Floor
                           New York, NY 10041-0099


                                       4
<PAGE>


         7. It is understood that if the Security holders shall at any time have
the right to tender the Securities to Issuer and require that Issuer repurchase
such holders' Securities pursuant to the Document and Cede & Co., as nominee of
DTC, or its registered assigns, as the record owner, is entitled to tender the
Securities, such tenders will be effected by means of DTC's Repayment Option
Procedures. Under the Repayment Option Procedures, DTC shall receive, during the
applicable tender period, instructions from its Participants to tender
Securities for purchase. Issuer and Agent agree that such tender for purchase
may be made by DTC by means of a book-entry credit of such Securities to the
account of Agent, provided that such credit is made on or before the final day
of the applicable tender period. DTC agrees that promptly after the recording of
any such book-entry credit, it will provide to Issuer or Agent an Agent Receipt
and Confirmation or the equivalent, in accordance with the Repayment Option
Procedures, identifying the Securities and the aggregate principal amount
thereof as to which such tender for purchase has been made.

         Issuer or Agent shall send DTC notice regarding such optional tender by
hand or by a secure means (e.g., legible facsimile transmission, registered or
certified mail, overnight delivery) in a timely manner designed to assure that
such notice is in DTC's possession no later than the close of business two
business days before the Publication Date. The Publication Date shall be no
fewer than 15 days prior to the expiration date of the applicable tender period.
Such notice shall state whether any partial redemption of the Securities is
scheduled to occur during the applicable optional tender period. Notices to DTC
pursuant to the above by telecopy shall be directed to DTC's Put Bond Unit at
(212) 855-5235. If the party sending the notice does not receive a telecopy
receipt from DTC confirming that the notice has been received, such party shall
telephone (212) 855-5230. Notices to DTC pursuant to the above by mail or by any
other means shall be sent to:

                           Supervisor, Put Bond Unit
                           Reorganization Department
                           The Depository Trust Company
                           55 Water Street 50th Floor
                           New York, NY 10041-0099

         8. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.

         9. In the event of a change in the interest rate, Agent shall send
notice to DTC of such change and Agent shall indicate the stated coupon rate.
Such notice, which shall include Agent contact's name and telephone number, by
telecopy shall be directed to DTC's Dividend Department at (212) 855-4555. If
the party sending the notice does not receive a telecopy receipt from DTC
confirming that the notice has been received, such party shall telephone (212)
855-4550. Notices to DTC pursuant to this Paragraph, by mail or by any other
means, shall be sent to:

                           Manager, Announcements
                           Dividend Department
                           The Depository Trust Company
                           55 Water Street 25th Floor
                           New York, NY 10041-0099


                                       5
<PAGE>

         10. Issuer or Agent shall provide a written notice of interest payment
information, including the stated coupon rate information, to DTC as soon as the
information is available. Issuer or Agent shall provide such notice directly to
DTC electronically, as previously arranged by Issuer or Agent. If electronic
transmission has not been arranged, absent any other arrangements between Issuer
or Agent and DTC, such information shall be sent by telecopy to DTC's Dividend
Department at (212) 855-4555 or (212) 855-4556. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-4550. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to DTC's Dividend
Department to the address indicated in Paragraph 9.

         11. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on the payment date. Issuer shall remit by 1:00 p.m. (Eastern
Time) on the payment date all such interest payments due Agent, or at such
earlier time as may be required by Agent to guarantee that DTC shall receive
payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Absent any other arrangements between Issuer or Agent and DTC, such funds
shall be wired to the Dividend Deposit Account number that will be stamped on
the signature page hereof at the time DTC executes this Letter of
Representations.

         12. Issuer or Agent shall provide DTC's Dividend Department, no later
than 12:00 noon (Eastern Time) on the payment date, automated notification of
CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC's Dividend Department at (212) 855-4633, and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

         13. Maturity and redemption payments allocated with respect to each
CUSIP number shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all maturity and redemption payments due Agent, or at such earlier time as
required by Agent to guarantee that DTC shall receive payment in same-day funds
no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Redemption Deposit Account number that will be stamped on the signature page
hereof at the time DTC executes this Letter of Representations.

         14. Principal payments (plus accrued interest, if any) as a result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such reorganization payments due Agent, or at such earlier time as required by
Agent to guarantee that DTC shall receive payment in same-day funds no later
than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements
between Issuer or Agent and DTC, such funds shall be wired to the Reorganization
Deposit Account number that will be stamped on the signature page hereof at the
time DTC executes this Letter of Representations.


                                       6
<PAGE>

         15. DTC may direct Issuer or Agent to use any other number or address
as the number or address to which notices or payments may be sent.

         16. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

         17. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

         18. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which time DTC will confirm with Issuer or Agent the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request, Issuer and Agent shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates evidencing Securities
to any Participant having Securities credited to its DTC accounts.

         19. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.

         20. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

         21. This Letter of Representations shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect to
principles of conflicts of law.

         22. The sender of each notice delivered to DTC pursuant to this Letter
of Representations is responsible for confirming that such notice was properly
received by DTC.

         23. Issuer recognizes that DTC does not in any way undertake to, and
shall not have any responsibility to, monitor or ascertain the compliance of any
transactions in the Securities with the following, as amended from time to time:
(a) any exemptions from registration under the Securities Act of 1933; (b) the
Investment Company Act of 1940; (c) the Employee Retirement Income Security Act
of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any
self-regulatory organizations (as defined under the Securities Exchange Act of
1934); or (f) any other local, state, or federal laws or regulations thereunder.

                                       7
<PAGE>

         24. Issuer hereby authorizes DTC to provide to Agent listings of
Participant's holdings known as Security Position Listings ("SPLs") with respect
to the Securities from time to time at the request of the Agent. DTC charges a
fee for such SPLs. This authorization, unless revoked by Issuer, shall continue
with respect to the Securities while any Securities are on deposit at DTC, until
and unless Agent shall no longer be acting. In such event, Issuer shall provide
DTC with similar evidence, satisfactory to DTC, of the authorization of any
successor thereto so to act. Requests for SPLs shall be sent by telecopy to the
Proxy Unit of DTC's Reorganization Department at (212) 855-5181 or (212)
855-5182. Receipt of such requests shall be confirmed by telephoning (212)
855-5202. Requests for SPLs, sent by mail or by any other means, shall be
directed to the address indicated in Paragraph 3.

         25. Issuer and Agent shall comply with the applicable requirements
stated in DTC's Operational Arrangements, as they may be amended from time to
time. DTC's Operational Arrangements are posted on DTC's website at
"www.DTC.org."

         26. The following rider(s), attached hereto, are hereby incorporated
into this Letter of Representations:


________________________________________________________________________________

________________________________________________________________________________


                                       8
<PAGE>


NOTES:
- ------

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF
REPRESENTATIONS), AGENT, AS WELL AS ISSUER, MUST SIGN
THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE
OBLIGATIONS SET FORTH HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC
BELIEVES ACCURATELY DESCRIBE DTC, THE METHOD
OF EFFECTING BOOK-ENTRY TRANSFERS OF
SECURITIES DISTRIBUTED THROUGH DTC, AND
CERTAIN RELATED MATTERS.

                                    Very truly yours,

                                    ____________________________________________
                                                    [Issuer]

                                    By:_________________________________________
                                           [Authorized Officer's Signature]

                                    ____________________________________________
                                                      [Agent]

                                    By:_________________________________________
                                           [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY





cc:      Underwriter/Placement Agent
         Underwriter's/Placement Agent's Counsel


                                       9
<PAGE>


                                                                      SCHEDULE A
                                                                      ----------


                   ____________________________________________

                   ____________________________________________
                                [Describe Issue]


CUSIP Number        Principal Amount       Maturity Date           Interest Rate
- ------------        ----------------       -------------           -------------



                                       10
<PAGE>


                                                                      SCHEDULE B
                                                                      ----------

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                       DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
                       -----------------------------------
 (Prepared by DTC--bracketed material may be applicable only to certain issues)

         1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $400 million, one certificate
will be issued with respect to each $400 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

         2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Direct and Indirect Participants are on file with the
Securities and Exchange Commission.

         3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.


                                       11
<PAGE>

         4. To facilitate subsequent transfers, all Securities deposited by
Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

         5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. Beneficial Owners of
Securities may wish to ascertain that the nominee holding the Securities for
their benefit has agreed to obtain and transmit notices to Beneficial Owners, or
in the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of the notices be provided
directly to them.]

         [6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

         7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent
or vote with respect to the Securities. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

         8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividends to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.


                                       12
<PAGE>

         [9. A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for
physical delivery of Securities in connection with an optional tender or a
mandatory purchase will be deemed satisfied when the ownership rights in the
Securities are transferred by Direct Participants on DTC's records and followed
by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent's
DTC account.]

         10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.

         11. Issuer may decide to discontinue use of the system of
book-entry-only transfers through DTC (or a successor securities depository). In
that event, Security certificates will be printed and delivered to DTC.

         12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.


                                       13
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>18
<FILENAME>exl_061804.txt
<DESCRIPTION>EXHIBIT L
<TEXT>
                                                                       Exhibit l


                           [LETTERHEAD OF VENABLE LLP]







                                  June 28, 2004


Tortoise Energy Infrastructure Corporation
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas, 66210

        Re:  Registration Statement on Form N-2:
             1933 Act File No.:  333-114545
             1940 Act File No.:  811-21462
             -----------------------------------

Ladies and Gentlemen:

         We have served as Maryland counsel to Tortoise Energy Infrastructure
Corporation, a Maryland corporation registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as a closed-end management investment
company (the "Company"), in connection with certain matters of Maryland law
arising out of the registration of $60,000,000 aggregate principal amount of
Auction Rate Senior Notes, Series A, and $50,000,000 aggregate principal amount
of Auction Rate Senior Notes, Series B, of the Company (collectively, the
"Notes"), to be issued in a public offering, covered by the above-referenced
Registration Statement (the "Registration Statement"), filed by the Company with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"), and the 1940 Act. Unless otherwise
defined herein, capitalized terms used herein shall have the meanings assigned
to them in the Registration Statement.

         In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):

         1. The Registration Statement, and all amendments thereto, and the
related form of prospectus included therein, substantially in the form
transmitted to the Commission under the 1933 Act and the 1940 Act;

         2. The charter of the Company, certified as of a recent date by the
State Department of Assessments and Taxation of Maryland (the "SDAT");

<PAGE>

Tortoise Energy Infrastructure Corporation
June 25, 2004
Page 2

         3. The Bylaws of the Company (the "Bylaws"), certified as of the date
hereof by an officer of the Company;

         4. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;

         5. Resolutions (the "Resolutions") adopted by the Board of Directors of
the Company (the "Board of Directors") relating to the authorization of the
filing of the Registration Statement and the sale and issuance of the Notes,
certified as of the date hereof by an officer of the Company;

         6. A certificate executed by an officer of the Company, dated as of the
date hereof; and

         7. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.

         In expressing the opinion set forth below, we have assumed the
following:

         1. Each individual executing any of the Documents, whether on behalf of
such individual or any other person, is legally competent to do so.

         2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.

         3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.

         4. All Documents submitted to us as originals are authentic. The form
and content of all Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. All Documents submitted to us as certified
or photostatic copies conform to the original documents. All signatures on all
such Documents are genuine. All public records reviewed or relied upon by us or
on our behalf are true and complete. All representations, warranties, statements
and information contained in the Documents are true and complete. There has been
no oral or written modification of or amendment to any of the Documents, and
there has been no waiver of any provision of any of the Documents, by action or
omission of the parties or otherwise.

<PAGE>

Tortoise Energy Infrastructure Corporation
June 25, 2004
Page 3

         5. Prior to the issuance of the Notes, the Board of Directors, or a
duly authorized committee thereof, will determine certain terms of issuance of
the Notes in accordance with the Resolutions (the "Corporate Proceedings").

         Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:

         1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing with
the SDAT.

         2. The issuance of the Notes has been duly authorized and, when and if
delivered against payment therefor in accordance with the Resolutions and the
Corporate Proceedings, the Notes will be validly issued.

         The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to compliance with federal or state securities laws,
including the securities laws of the State of Maryland, or the 1940 Act.

         The opinion expressed herein is limited to the matters specifically set
forth herein and no other opinion shall be inferred beyond the matters expressly
stated. We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.

         This opinion is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.

                                                     Very truly yours,


                                                     /s/ Venable LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>19
<FILENAME>exn_061804.txt
<DESCRIPTION>EXHIBIT N
<TEXT>
                                                                       Exhibit n

            Consent of Independent Registered Public Accounting Firm

We consent to the references to our firm under the captions "Independent
Registered Public Accounting Firm" in the Statement of Additional Information
and to the inclusion of our report dated February 13, 2004 in the Registration
Statement (Form N-2) and related Prospectus and Statement of Additional
Information of Tortoise Energy Infrastructure Corporation filed with the
Securities and Exchange Commission in this Pre-Effective Amendment No. 1 under
the Securities Act of 1933 (Registration No. 333-114545) and Amendment No. 7
under the Investment Company Act of 1940 (Registration No. 811-21462).



                                                       /s/ Ernst & Young LLP

Kansas City, Missouri
June 24, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>20
<FILENAME>exp_061804.txt
<DESCRIPTION>EXHIBIT P
<TEXT>
                                                                       Exhibit P

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                             SUBSCRIPTION AGREEMENT
                             ----------------------

         This Agreement made December 19, 2003 by and between Tortoise Energy
Infrastructure Corporation, a Maryland corporation (the "Company"), and
__________ ("Subscriber");

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Company has been formed for the purposes of carrying on
business as a closed-end non-diversified management investment company; and

         WHEREAS, Subscriber wishes to subscribe for and purchase, and the
Company wishes to sell to Subscriber, [___] common shares for a purchase price
of $23.875 per share.

         NOW THEREFORE, IT IS AGREED:

         1. Subscriber subscribes for and agrees to purchase from the Company
[___] common shares for a purchase price of $23.875 per share. Subscriber agrees
to make payment for these shares at such time as demand for payment may be made
by an officer of the Company.

         2. The Company agrees to issue and sell said shares to Subscriber
promptly upon its receipt of the purchase price.

         3. To induce the Company to accept its subscription and issue the
shares subscribed for, Subscriber represents that he is informed as follows:

                  (a) That the shares being subscribed for have not been and
         will not be registered under the Securities Act of 1933 ("Securities
         Act");

                  (b) That the shares will be sold by the Company in reliance on
         and pursuant to Section 4(2) of the Securities Act, an exemption from
         the registration requirements of the Securities Act for transactions by
         an issuer not involving any public offering;

                  (c) That the Company's reliance upon the exemption from the
         registration requirements of the Securities Act is predicated in part
         on the representation and agreements contained in this Subscription
         Agreement;

                  (d) That when issued, the shares will be "restricted
         securities" as defined in paragraph (a)(3) of Rule 144 of the General
         Rules and Regulations under the Securities Act ("Rule 144") and cannot
         be sold or transferred by Subscriber unless the shares are subsequently
         registered under the Securities Act or unless an exemption from such
         registration is available; and

                  (e) That there currently do not appear to be any exemptions
         under the Securities Act or rules thereunder from the registration
         provisions of the Securities Act available to Subscriber for resale for
         the shares. In the future, certain exemptions may

<PAGE>

         become available, including an exemption for limited sales after one
         year in accordance with the conditions of Rule 144.

Subscriber understands that a primary purpose of the information acknowledged in
subparagraphs (a) through (e) above is to put him on notice as to restrictions
on the transferability of the shares.

         4. To further induce the Company to accept his/her subscription and
issue the shares subscribed for, Subscriber:

                  (a) Represents and warrants that the shares subscribed for are
         being and will be acquired for investment for his own account and not
         on behalf of any other person or persons and not with a view to, or for
         sale in connection with, any public distribution thereof;

                  (b) Agrees that any certificates representing the shares
         subscribed for may bear a legend substantially in the following form:

                  The shares represented by this certificate have been acquired
         for investment and have not been registered under the Securities Act of
         1933 or any other federal or state securities law. These shares may not
         be offered for sale, sold or otherwise transferred unless registered
         under said securities laws or unless some exemption from registration
         is available;

                  (c) Represents and warrants that Subscriber, due to
         Subscriber's relationship or position with the Company or affiliates of
         the Company, has had access to and the opportunity to examine documents
         and information relating to the Company and to ask questions and
         receive answers regarding the Company and Subscriber's purchase of the
         shares; and Subscriber further represents and warrants that Subscriber
         has such knowledge and experience in financial and business matters
         that Subscriber is capable of evaluating the merits and risks of
         investing in the Company; and

                  (d) Consents, as one of the holders of the Company's common
         shares who collectively comprise all of the Company's shareholders, and
         pursuant to Section 23(b)(2) of the Investment Company Act of 1940, to
         the issuance by the Company of common shares at a price per share as
         set forth in the Underwriting Agreement relating to the public offering
         of Shares.

         5. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto. This Subscription Agreement may be signed in one or more
counterparts, each of which shall be deemed to be an original.

                                       2

<PAGE>

         IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.



                                        TORTOISE ENERGY
                                        INFRASTRUCTURE CORPORATION


                                        By:_____________________________________



                                        [Subscriber]



                                        TORTOISE ENERGY
                                        INFRASTRUCTURE CORPORATION


                                        By:  /s/ David J. Schulte
                                           -------------------------------------
                                             David J. Schulte, CEO/President






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
