<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>
