<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>10
<FILENAME>exh_061804.txt
<DESCRIPTION>EXHIBIT H
<TEXT>
                                                                     EXHIBIT H.

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                         FORM OF UNDERWRITING AGREEMENT




                                                                   JUNE __, 2004


LEHMAN BROTHERS INC.
STIFEL, NICOLAUS & COMPANY, INC.
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Ladies and Gentlemen:

         Tortoise Energy Infrastructure Corporation, a Maryland corporation (the
"Company"), proposes to, subject to the terms and conditions stated herein,
issue and sell to Lehman Brothers Inc. and Stifel, Nicolaus & Company, Inc.
(each an "Underwriter" and, together the "Underwriters") $110,000,000 aggregate
principal amount of Auction Rate Senior Notes (the "Tortoise Notes"). The
Tortoise Notes will be issued without coupons in denominations of $25,000 and
any integral multiple thereof. The Company and the Company's investment adviser,
Tortoise Capital Advisors, LLC, a Delaware limited liability company (the
"Investment Adviser"), each wishes to confirm its agreement concerning the
purchase of the Tortoise Notes from the Company by the Underwriters.

         The Company has entered into an Investment Advisory Agreement with the
Investment Adviser dated December 12, 2003 (the "Advisory Agreement"); a Custody
Agreement with U.S. Bank National Association, dated December 12, 2003 ("Custody
Agreement"); a Stock Transfer Agency Agreement with Computershare Investor
Services, LLC, dated December 12, 2003 ("Transfer Agency Agreement"); a Fund
Administration Servicing Agreement with U.S. Bancorp Fund Services, LLC, dated
December 12, 2003 ("Administration Agreement"); a Fund Accounting Servicing
Agreement with U.S. Bancorp Fund Services, LLC, dated December 12, 2003
("Accounting Agreement"); and an Auction Agency Agreement, including the form of
Broker-Dealer Agreement, with [__________________________________________] dated
June __, 2004 (the "Auction Agreement"). Collectively, the Advisory Agreement,
the Custody Agreement, the Transfer Agency Agreement, the Administration
Agreement, the Accounting Agreement and the Auction Agreement are referred to
herein as the "Company Agreements." This Underwriting Agreement is herein
referred to as the "Agreement."


<PAGE>


         Section 1. Representations, Warranties and Agreements of the Company
and the Investment Adviser. The Company and the Investment Adviser jointly and
severally represent, warrant and agree that:

                  (a) A registration statement on Form N-2 (File Nos. 333-114808
         and 811-21462) as amended by Pre-Effective Amendment No. 1 with respect
         to the Tortoise Notes has (i) been prepared by the Company in
         conformity with the requirements of the Securities Act of 1933, as
         amended (the "Securities Act"), the Investment Company Act of 1940, as
         amended (the "1940 Act"), and the rules and regulations of the United
         States Securities and Exchange Commission (the "Commission")
         promulgated under the Securities Act (the "1933 Act Rules and
         Regulations") and the 1940 Act (the "1940 Act Rules and Regulations,"
         and, together with the 1933 Act Rules and Regulations, the "Rules and
         Regulations"), (ii) been filed with the Commission under the Securities
         Act and the 1940 Act and (iii) become effective under the Securities
         Act. If any post-effective amendment to such registration statement has
         been filed with the Commission prior to execution and delivery of this
         Agreement, the most recent such amendment has been declared effective
         by the Commission. Copies of such registration statement and each of
         the amendments thereto have been delivered by the Company to you. As
         used in this Agreement, "Effective Time" means the date and the time as
         of which such registration statement, or the most recent post-effective
         amendment thereto, if any, was declared effective by the Commission;
         "Effective Date" means the date of the Effective Time; "Preliminary
         Prospectus" means each prospectus and related statement of additional
         information included in such registration statement, or amendments
         thereof, before it became effective under the Securities Act and any
         prospectus filed with the Commission by the Company with the
         Underwriters' consent pursuant to Rule 497(a) of the 1933 Act Rules and
         Regulations; "Registration Statement" means such registration
         statement, as amended at the Effective Time, including all information
         contained in the final prospectus (including the statement of
         additional information) filed with the Commission pursuant to Rule 497
         of the 1933 Act Rules and Regulations and deemed to be a part of the
         registration statement as of the Effective Time pursuant to Rule 430A
         of the Rules and Regulations; and "Prospectus" means the prospectus and
         the statement of additional information filed with the Commission
         pursuant to Rule 497(h) of the Securities Act. If the Company has filed
         a registration statement to register additional Tortoise Notes pursuant
         to Rule 462(b) under the Securities Act (the "Rule 462 Registration
         Statement"), then any reference herein to the term "Registration
         Statement" shall be deemed to include such Rule 462 Registration
         Statement. The Commission has not issued any order preventing or
         suspending the use of any Preliminary Prospectus or the Prospectus.

                  (b) The Company is duly registered under the 1940 Act as a
         closed-end, non-diversified, management investment company. A
         notification of registration of the Company as an investment company
         under the 1940 Act on Form N-8A (the "1940 Act Notification") has been
         prepared by the Company in conformity with the 1940 Act and has been
         filed with the Commission and, at the time of filing thereof and at the
         time of filing any amendment or supplement thereto, conformed in all
         material respects with all applicable provisions of the 1940 Act and
         the 1940 Act Rules and Regulations. No person is serving or acting as
         an officer, director or investment adviser of the Company

                                       2
<PAGE>

         except in accordance with the provisions of the 1940 Act and the 1940
         Act Rules and Regulations and the Investment Advisers Act of 1940, as
         amended (the "Investment Adviser's Act") and the rules and regulations
         adopted by the Commission under the Investment Adviser's Act (the
         "Investment Adviser's Act Rules and Regulations"). The Company has not
         received any notice from the Commission pursuant to Section 8(e) of the
         1940 Act with respect to the 1940 Act Notification or the Registration
         Statement (or any amendment or supplement to either of them).

                  (c) The Registration Statement and the 1940 Act Notification
         conform, and the Prospectus and any further amendments or supplements
         to the Registration Statement or the Prospectus will, when they become
         effective or are filed with the Commission, as the case may be, conform
         in all respects to the requirements of the Securities Act, the 1940 Act
         and the Rules and Regulations and do not and will not, as of the
         applicable effective date (as to the Registration Statement and any
         amendment thereto) and as of the applicable filing date (as to the
         Prospectus and the 1940 Act Notification and any amendment or
         supplement thereto) contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading; provided that
         no representation or warranty is made as to information contained in or
         omitted from the Registration Statement, the 1940 Act Notification or
         the Prospectus in reliance upon and in conformity with written
         information furnished to the Company through the Underwriters or on the
         Underwriters' behalf specifically for inclusion therein.

                  (d) The Company has been duly formed and is validly existing
         as a corporation in good standing under the laws of the State of
         Maryland, is duly registered and qualified to do business and is in
         good standing in each jurisdiction in which its ownership or lease of
         property or the conduct of its business as described in the
         Registration Statement and the Prospectus (and any amendment or
         supplement to either) requires such qualification, and has all power
         and authority necessary to own or hold property and to conduct the
         business as described in the Registration Statement and the Prospectus
         (and any amendment or supplement to either), except where the failure
         to so qualify or to be in good standing would not reasonably be
         expected to have a material adverse effect on the condition (financial
         or other), business, prospects, management, shareholders' equity or
         results of operations of the Company (a "Material Adverse Effect"). The
         Company has no subsidiaries.

                  (e) The Company has an authorized capitalization as set forth
         in the Registration Statement and the Prospectus. All of the issued
         shares of capital stock of the Company have been duly and validly
         authorized and issued, are fully paid and non-assessable and conform to
         the description thereof contained in the Registration Statement and the
         Prospectus (and any amendment or supplement to either).

                  (f) The Tortoise Notes to be issued and sold by the Company to
         the Underwriters hereunder have been duly authorized and, when issued
         and delivered against payment therefor in accordance with this
         Agreement, will be validly issued, fully paid and non-assessable; and
         the Tortoise Notes will conform to the description thereof contained in
         the Registration Statement and the Prospectus (and any amendment or


                                       3
<PAGE>

         supplement to either) and will be free and clear of all liens,
         encumbrances, equities, preemptive rights, subscription rights, or any
         other claim of any third party.

                  (g) This Agreement and each of the Company Agreements have
         been duly authorized, executed and delivered by the Company and
         constitute valid and legally binding agreements of the Company,
         enforceable against the Company in accordance with their terms, except
         as rights to indemnity and contribution hereunder may be limited by
         federal or state securities laws and subject to the qualification that
         the enforceability of the Company's obligations hereunder and
         thereunder may be limited by bankruptcy, insolvency, reorganization,
         moratorium and other laws relating to or affecting creditors' rights
         generally and by general equitable principles.

                  (h) None of the execution, delivery and performance of this
         Agreement by the Company, the performance of the Company Agreements or
         the consummation of the transactions contemplated hereby and thereby
         (i) conflict with, result in the creation or imposition of any lien,
         charge or encumbrance upon the assets of the Company under the terms or
         provisions of, or result in a breach or violation of any of the terms
         or provisions of, or constitute a default under, any indenture,
         mortgage, deed of trust, loan agreement or other agreement or
         instrument to which the Company is a party or by which the Company is
         bound or to which any of the property or assets of the Company is
         subject, (ii) result in any violation of the provisions of the Articles
         of Incorporation (the "Articles") or by-laws of the Company or (iii)
         result in the violation of any statute or any order, rule or regulation
         of any court or governmental agency or body having jurisdiction over
         the Company or any of its properties or assets, except in the case of
         clauses (i) and (iii), such conflicts, breaches or violations that in
         the aggregate would not reasonably be expected to have a Material
         Adverse Effect; and except for the registration of the Tortoise Notes
         under the Securities Act and such consents, approvals, authorizations,
         registrations or qualifications as may be required under the 1940 Act,
         the Securities Exchange Act of 1934, as amended (the "Exchange Act")
         and applicable state securities laws in connection with the purchase
         and distribution of the Tortoise Notes by the Underwriters, no consent,
         approval, authorization or order of, or filing or registration with,
         any such court or governmental agency or body is required for the
         execution, delivery and performance of this Agreement by the Company,
         the performance of the Company Agreements or the consummation of the
         transactions contemplated hereby and thereby.

                  (i) There are no contracts, agreements or understandings
         between the Company and any person granting such person the right to
         require the Company to file a registration statement under the
         Securities Act with respect to any securities of the Company owned or
         to be owned by such person or to require the Company to include such
         securities in the securities registered pursuant to the Registration
         Statement or in any securities being registered pursuant to any other
         registration statement filed by the Company under the Securities Act.
         There are no outstanding options, warrants or other rights to purchase,
         agreements or other obligations to issue, or rights to convert any
         obligations into or exchange any securities for, shares of capital
         stock of or ownership interests in the Company.


                                       4
<PAGE>

                  (j) The Company has not sustained, since the date of the
         latest audited financial statements included in the Prospectus, any
         material loss or interference with its business that has had, or could
         reasonably be expected to have, a Material Adverse Effect, whether from
         fire, explosion, flood or other calamity, whether or not covered by
         insurance, or from any labor dispute or court or governmental action,
         order or decree; and, since such date, there has not been any change in
         the capital stock or long-term debt of the Company or any change, or
         any development involving a prospective change, in or affecting the
         general affairs, management, consolidated financial position,
         shareholders' equity, results of operations, business or prospects of
         the Company that has had or could reasonably be expected to have a
         Material Adverse Effect, other than as set forth or contemplated in the
         Prospectus.

                  (k) The financial statements (including the related notes)
         filed as part of the Registration Statement or included in the
         Prospectus present fairly the financial condition and results of
         operations of the Company, at the dates and for the periods indicated,
         and have been prepared in conformity with generally accepted accounting
         principles applied on a consistent basis throughout the periods
         involved.

                  (l) Ernst & Young LLP, who have certified the financial
         statements of the Company, whose report appears in the Prospectus and
         who have delivered the letters referred to in Sections 8(f) and (g)
         hereof, have represented to the Company that they are independent
         public accountants as required by the Securities Act, the 1940 Act and
         the Rules and Regulations.

                  (m) The Company carries, or is covered by, insurance in such
         amounts and covering such risks as is adequate for the conduct of its
         business and the value of its property and as is customary for
         companies engaged in similar businesses in similar industries.

                  (n) There are no legal or governmental proceedings pending to
         which the Company is a party or of which any property or assets of the
         Company is the subject which is reasonably likely to be determined
         adversely to the Company and, if determined adversely to the Company,
         would be reasonably likely to have a Material Adverse Effect; and to
         the best of the Company's knowledge, no such proceedings are threatened
         or contemplated by governmental authorities or threatened by others.

                  (o) There are no contracts or other documents which are
         required to be described in the Registration Statement or the
         Prospectus or filed as exhibits to the Registration Statement by the
         Securities Act, the 1940 Act or by the Rules and Regulations which have
         not been described in the Registration Statement or the Prospectus or
         filed as exhibits to the Registration Statement.

                  (p) No relationship, direct or indirect, exists between or
         among the Company on the one hand, and the directors, officers,
         shareholders, suppliers or service providers of the Company on the
         other hand, which is required to be described in the Registration
         Statement or the Prospectus which is not so described.


                                       5
<PAGE>

                  (q) The Company has filed all federal, state and local income
         and franchise tax returns required to be filed through the date hereof
         and has paid all taxes due thereon, and no tax deficiency has been
         determined adversely to the Company which has had (nor does the Company
         have any knowledge of any tax deficiency which, if determined adversely
         to the Company, might have a Material Adverse Effect.

                  (r) The Company has not made and will not make an election
         under Section 851(b) of the Internal Revenue Code of 1986, as amended
         (the "Code"), or any successor provisions thereto, to be treated as a
         regulated investment company for federal income tax purposes.

                  (s) Since the date as of which information is given in the
         Registration Statement and the Prospectus through the date hereof, and
         except as may otherwise be disclosed in the Prospectus, the Company has
         not (i) issued or granted any securities other than shares of common
         stock of the Company, (ii) incurred any liability or obligation, direct
         or contingent, other than non-material liabilities and obligations
         which were incurred in the ordinary course of business, or (iii)
         entered into any transaction not in the ordinary course of business.

                  (t) The Company (i) makes and keeps accurate books and records
         and (ii) maintains internal accounting controls which provide
         reasonable assurance that (A) transactions are executed in accordance
         with management's authorization and with the investment policies and
         restrictions of the Company and the applicable requirements of the 1940
         Act, the 1940 Act Rules and Regulations and the Code, (B) transactions
         are recorded as necessary to permit preparation of its financial
         statements and to maintain accountability for its assets, (C) access to
         its assets is permitted only in accordance with management's
         authorization and (D) the reported accountability for its assets is
         compared with existing assets at reasonable intervals.

                  (u) The Company is not (i) in violation of its Articles or
         by-laws, (ii) in default, and no event has occurred which, with notice
         or lapse of time or both, would constitute such a default, in the due
         performance or observance of any term, covenant or condition contained
         in any indenture, mortgage, deed of trust, loan agreement or other
         agreement or instrument to which it is a party or by which it is bound
         or to which any of its properties or assets is subject or (iii) in
         violation of any law, ordinance, governmental rule, regulation or court
         decree to which it or its property or assets may be subject or has
         failed to obtain any material license, permit, certificate, franchise
         or other governmental authorization or permit necessary to the
         ownership of its property or to the conduct of its business, except, in
         the case of clauses (ii) and (iii), such defaults, events, violations
         or failures that in the aggregate would not reasonably be expected to
         have a Material Adverse Effect.

                  (v) Neither the Company nor any director, officer, agent,
         employee or other person associated with or acting on behalf of the
         Company, has (i) used any funds of the Company for any unlawful
         contribution, gift, entertainment or other unlawful expense relating to
         political activity, (ii) made any direct or indirect unlawful payment
         to any foreign or domestic government official or employee from any
         funds of the


                                       6
<PAGE>



         Company, (iii) violated or is in violation of any provision of the
         Foreign Corrupt Practices Act of 1977, or (iv) made any bribe, rebate,
         payoff, influence payment, kickback or other unlawful payment.

                  (w) Neither the Company nor any employee or agent of the
         Company has made any payment of funds of the Company or received or
         retained any funds, which payment, receipt or retention of funds is of
         a character required to be disclosed in the Prospectus or the
         Registration Statement which is not so disclosed.

                  (x) There are no contracts, agreements or understandings
         between the Company and any person that would give rise to a valid
         claim against the Company or the Underwriters for a brokerage
         commission, finder's fee or other like payment in connection with this
         offering.

                  (y) The statistical, market-related and industry data included
         in the Prospectus and the Registration Statement are based on or
         derived from sources which the Company believes to be reliable and
         accurate.

                  (z) The Company, subject to the filing of the Prospectus under
         Rule 497 under the 1933 Act Rules and Regulations, has taken all
         required action under the Securities Act, the 1940 Act and the Rules
         and Regulations to make the public offering and consummate the sale of
         the Tortoise Notes as contemplated by this Agreement.

                  (aa) Except as stated in this Agreement and in the Prospectus
         (and any amendment or supplement thereto), the Company has not taken
         and shall not take, directly or indirectly, any action designed to
         cause or result in, or which constituted or which might reasonably be
         expected to constitute, the stabilization or manipulation of the price
         of the Tortoise Notes to facilitate the sale or resale of the Tortoise
         Notes.

                  (bb) All advertising, sales literature, promotional materials
         or any other materials or information (including "prospectus wrappers,"
         "broker kits" and any roadshow or investor presentations), whether in
         oral, printed or electronic form, authorized, provided or prepared by
         the Company or the Investment Adviser in connection with the offering
         and sale of the Tortoise Notes (collectively, the "Marketing
         Materials") complied and comply in all material respects with the
         applicable requirements of the Securities Act, the 1933 Act Rules and
         Regulations and the rules and interpretations of the National
         Association of Securities Dealers, Inc. ("NASD") and if required to be
         filed with the NASD under the NASD's conduct rules were so filed. No
         Marketing Materials contained or contains an untrue statement of a
         material fact or omitted or omits to state a material fact required to
         be stated therein or necessary to make the statements therein, in light
         of the circumstances under which they were made, not misleading.

                  (cc) This Agreement and each of the Company Agreements
         complies in all material respects with all applicable provisions of the
         1940 Act, the 1940 Act Rules and Regulations, the Investment Adviser's
         Act and the Investment Adviser's Act Rules and Regulations.


                                       7
<PAGE>

                  (dd) The Company is in compliance with and will continue to
         comply with all applicable securities and other applicable laws, rules
         and regulations, including, without limitation, the 1940 Act, the
         Securities Act and the Sarbanes-Oxley Act of 2002 and the rules and
         regulations promulgated thereunder.

                  (ee) Except as disclosed in the Registration Statement and the
         Prospectus (or any amendment or supplement to either of them), no
         trustee of the Company is an "interested person" (as defined in the
         1940 Act) of the Company or an "affiliated person" (as defined in the
         1940 Act) of the Underwriters.

         Section 2. Representations, Warranties and Agreements of the Investment
Adviser. The Investment Adviser represents, warrants and agrees that:

                  (a) The Investment Adviser has been duly organized and is
         validly existing as a limited liability company in good standing under
         the laws of the State of Delaware, is duly qualified to do business and
         is in good standing in each jurisdiction in which its ownership or
         lease of property or the conduct of its business as described in the
         Registration Statement and the Prospectus (and any amendment or
         supplement to either) requires such qualification (except where the
         failure to so qualify or to be in good standing would not reasonably be
         expected to have a Material Adverse Effect), and has the power and
         authority to own or hold its properties and to conduct its business as
         described in the Registration Statement and the Prospectus (and any
         amendment or supplement to either).

                  (b) The Investment Adviser is duly registered as an investment
         adviser under the Investment Adviser's Act and there does not exist any
         proceeding or any facts or circumstances the existence of which could
         lead to any proceeding which could affect adversely the registration or
         good standing of the Investment Adviser with the Commission. The
         Investment Adviser is not prohibited by the Investment Adviser's Act,
         the 1940 Act, the Investment Adviser's Act Rules and Regulations or the
         1940 Act Rules and Regulations from acting under the Advisory Agreement
         as contemplated by the Registration Statement and the Prospectus (or
         any amendment or supplement thereto).

                  (c) This Agreement and the Advisory Agreement have each been
         duly authorized, executed and delivered by the Investment Adviser, and
         constitute valid and legally binding agreements of the Investment
         Adviser, enforceable against the Investment Adviser in accordance with
         their terms, except as rights to indemnity and contribution hereunder
         may be limited by federal or state securities laws and subject to the
         qualification that the enforceability of the Investment Adviser's
         obligations hereunder and thereunder may be limited by bankruptcy,
         insolvency, reorganization, moratorium and other laws relating to or
         affecting creditors' rights generally and by general equitable
         principles.

                  (d) None of the execution, delivery and performance of this
         Agreement, the performance of the Advisory Agreement or the
         consummation of the transactions contemplated hereby and thereby (i)
         conflict with, result in the creation or imposition of any lien, charge
         or encumbrance upon the assets of the Company under the


                                       8
<PAGE>

         terms or provisions of, or result in a breach or violation of any of
         the terms or provisions of, or constitute a default under, any
         indenture, mortgage, deed of trust, loan agreement or other agreement
         or instrument to which the Investment Adviser is a party or by which
         the Investment Adviser is bound or to which any of the property or
         assets of the Investment Adviser is subject, (ii) result in any
         violation of the provisions of the limited liability company operating
         agreement or other organizational documents of the Investment Adviser
         or (iii) result in the violation of any statute or any order, rule or
         regulation of any court or governmental agency or body having
         jurisdiction over the Investment Adviser or any of its properties or
         assets, except in the case of clauses (i) and (iii), such conflicts,
         breaches or violations that in the aggregate would not reasonably be
         expected to have a Material Adverse Effect; and except for the
         registration of the Tortoise Notes under the Securities Act and such
         consents, approvals, authorizations, registrations or qualifications as
         may be required under the Exchange Act and applicable state securities
         laws in connection with the purchase and distribution of the Tortoise
         Notes by the Underwriters, no consent, approval, authorization or order
         of, or filing or registration with, any such court or governmental
         agency or body is required for the execution, delivery and performance
         of this Agreement, the performance of the Advisory Agreement or the
         consummation of the transactions contemplated hereby and thereby.

                  (e) The Investment Adviser has the financial resources
         available to it necessary for the performance of its services and
         obligations as contemplated in the Registration Statement and the
         Prospectus (or any amendment or supplement thereto) and under this
         Agreement and the Advisory Agreement.

                  (f) The Investment Adviser carries, or is covered by,
         insurance in such amounts and covering such risks as is adequate for
         the conduct of its businesses and the value of its property and as is
         customary for companies engaged in similar businesses in similar
         industries.

                  (g) The description of the Investment Adviser and its
         business, and the statements attributable to the Investment Adviser, in
         the Registration Statement and the Prospectus (and any amendment or
         supplement to either) complied and comply in all material respects with
         the provisions of the Securities Act, the 1940 Act, and the Rules and
         Regulations and did not and will not contain an untrue statement of a
         material fact necessary to make the statements therein (in the case of
         a prospectus, in light of the circumstances under which they were made)
         not misleading.

                  (h) There are no legal or governmental proceedings pending to
         which the Investment Adviser is a party or of which any property or
         assets of the Investment Adviser is the subject which is reasonably
         likely to be determined adversely to the Investment Adviser and, if
         determined adversely to the Investment Adviser, would be reasonably
         likely to have a Material Adverse Effect; and to the best of the
         Investment Adviser's knowledge, no such proceedings are threatened or
         contemplated by governmental authorities or threatened by others.

                  (i) Since the date as of which information is given in the
         Registration Statement and the Prospectus through the date hereof, and
         except as may otherwise be


                                       9
<PAGE>

         disclosed in the Prospectus, there have been no transactions entered
         into by the Investment Adviser which are material to the Investment
         Adviser other than in the ordinary course of its business.

                  (j) This Agreement and the Advisory Agreement comply in all
         material respects with all applicable provisions of the 1940 Act, the
         1940 Act Rules and Regulations, the Investment Adviser's Act and the
         Investment Adviser's Act Rules and Regulations.

                  (k) Except as stated in this Agreement and in the Prospectus
         (and any amendment or supplement thereto), the Investment Adviser has
         not taken and shall not take, directly or indirectly, any action
         designed to cause or result in, or which constituted or which might
         reasonably be expected to constitute, the stabilization or manipulation
         of the price of the Tortoise Notes to facilitate the sale or resale of
         the Tortoise Notes.

                  (l) The Investment Adviser is not (i) in violation of its
         limited liability company operating agreement or other organizational
         documents, (ii) in default in any material respect, and no event has
         occurred which, with notice or lapse of time or both, would constitute
         such a default, in the due performance or observance of any term,
         covenant or condition contained in any indenture, mortgage, deed of
         trust, loan agreement or other agreement or instrument to which it is a
         party or by which it is bound or to which any of its properties or
         assets is subject or (iii) in violation of any law, ordinance,
         governmental rule, regulation or court decree to which it or its
         property or assets may be subject or has failed to obtain any material
         license, permit, certificate, franchise or other governmental
         authorization or permit necessary to the ownership of its property or
         to the conduct of its business, except, in the case of clauses (ii) and
         (iii), such defaults, events, violations or failures that in the
         aggregate would not reasonably be expected to have a Material Adverse
         Effect.

                  (m) Neither the Investment Adviser, nor any director, officer,
         agent, employee or other person associated with or acting on behalf of
         the Investment Adviser, has (i) used any funds of the Company or the
         Investment Adviser for any unlawful contribution, gift, entertainment
         or other unlawful expense relating to political activity, (ii) made any
         direct or indirect unlawful payment to any foreign or domestic
         government official or employee from any funds of the Company or the
         Investment Adviser, (iii) violated or is in violation of any provision
         of the Foreign Corrupt Practices Act of 1977, or (iv) made any bribe,
         rebate, payoff, influence payment, kickback or other unlawful payment.

                  (n) Neither the Investment Advisor nor any employee or agent
         of the Investment Adviser has made any payment of funds of the Company
         or the Investment Adviser or received or retained any funds, which
         payment, receipt or retention of funds is of a character required to be
         disclosed in the Prospectus or the Registration Statement which is not
         so disclosed.

                  (o) There are no contracts, agreements or understandings
         between the Investment Adviser and any person that would give rise to a
         valid claim against the


                                       10
<PAGE>

         Company or the Underwriters for a brokerage commission, finder's fee or
         other like payment in connection with this offering.

         Section 3. Purchase of the Tortoise Notes by the Underwriters. On the
basis of the representations and warranties contained in, and subject to the
terms and conditions of, this Agreement, the Company agrees to issue and sell to
the Underwriters and the Underwriters agree to purchase from the Company
[_______] Tortoise Notes.

         The Tortoise Notes shall be sold in denominations of $25,000 or any
integral multiple thereof.

         The Company shall not be obligated to deliver any of the Tortoise Notes
on the Delivery Date (as hereinafter defined), except upon payment for all the
Tortoise Notes to be purchased on the Delivery Date as provided herein.

         Section 4. Offering of Tortoise Notes by the Underwriters. The
Underwriters propose to offer the Tortoise Notes for sale upon the terms and
conditions set forth in the Prospectus.

         Section 5. Delivery of and Payment for the Tortoise Notes. Delivery of
and payment for the Tortoise Notes shall be made at the offices of Morrison &
Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104 or through
the facilities of the Depository Trust Company or another mutually agreeable
facility, at 10:00 A.M., New York City time, on [__________, 2004] or at such
other date or place as shall be determined by agreement between the Underwriters
and the Company (the "Delivery Date"). On the Delivery Date, the Company shall
deliver or cause to be delivered the Tortoise Notes to the Underwriters through
the facilities of the Depository Trust Company against payment to or upon the
order of the Company of the purchase price by wire transfer in immediately
available funds. Time shall be of the essence, and delivery at the time and
place specified pursuant to this Agreement is a further condition of the
obligation of the Underwriters hereunder.

         Section 6. Further Agreements of the Company and the Investment
Adviser. The Company and the Investment Adviser covenant and agree that:

                  (a) If, at the time this Agreement is executed and delivered,
         it is necessary for the Registration Statement or a post-effective
         amendment thereto to be declared effective under the Securities Act
         before the offering of the Tortoise Notes may commence, to use its
         reasonable best efforts to cause the Registration Statement or such
         post-effective amendment to become effective under the Securities Act
         as soon as possible; if the Registration Statement has become effective
         and the Prospectus contained therein omits certain information at the
         time of effectiveness pursuant to Rule 430A of the 1933 Act Rules and
         Regulations, to file a Prospectus with the Commission pursuant to Rule
         497(h) of the 1933 Act Rules and Regulations as promptly as possible,
         not later than the Commission's close of business on the second
         business day following the execution and delivery of this Agreement; if
         the Registration Statement does not so omit such information, the
         Company will file a Prospectus pursuant to Rule 497(c) or (h) of the
         1933 Act Rules and Regulations as promptly as possible, not later than
         the fifth


                                       11
<PAGE>

         business day following the execution and delivery of this Agreement; to
         make no further amendment or any supplement to the Registration
         Statement or to the Prospectus except as permitted herein; to advise
         the Underwriters, promptly after it receives notice thereof, of the
         time when the Registration Statement or any amendment thereto has been
         filed or becomes effective or any supplement to the Prospectus or any
         amended Prospectus has been filed and to furnish the Underwriters with
         copies thereof; to advise the Underwriters, promptly after it receives
         notice thereof, of the issuance by the Commission of any stop order or
         of any order preventing or suspending the use of any Preliminary
         Prospectus or the Prospectus, of the suspension of the qualification of
         the Tortoise Notes for offering or sale in any jurisdiction, of the
         initiation or threatening of any proceeding for any such purpose, or of
         any request by the Commission for the amending or supplementing of the
         Registration Statement or the Prospectus or for additional information;
         and, in the event of the issuance of any stop order or of any order
         preventing or suspending the use of any Preliminary Prospectus or the
         Prospectus or suspending any such qualification, to use promptly its
         best efforts to obtain its withdrawal;

                  (b) To deliver promptly to the Underwriters such number of the
         following documents as it shall reasonably request: (i) conformed
         copies of the Registration Statement as originally filed with the
         Commission and each amendment thereto (in each case excluding exhibits)
         and (ii) each Preliminary Prospectus, the Prospectus and any amended or
         supplemented Prospectus; and, if the delivery of a prospectus is
         required at any time after the Effective Time in connection with the
         offering or sale of the Tortoise Notes or any other securities relating
         thereto and if at such time any events shall have occurred as a result
         of which the Prospectus as then amended or supplemented would include
         an untrue statement of a material fact or omit to state any material
         fact necessary in order to make the statements therein, in light of the
         circumstances under which they were made when such Prospectus is
         delivered, not misleading, or, if for any other reason it shall be
         necessary to amend or supplement the Prospectus in order to comply with
         the Securities Act, to notify the Underwriters and, upon their request,
         to file such document and to prepare and furnish without charge to the
         Underwriters and to any dealer in securities as many copies as the
         Underwriters may from time to time reasonably request of an amended or
         supplemented Prospectus which will correct such statement or omission
         or effect such compliance;

                  (c) To file promptly with the Commission any amendment to the
         Registration Statement or the Prospectus or any supplement to the
         Prospectus that may, in the judgment of the Company or the
         Underwriters, be required by the Securities Act or requested by the
         Commission;

                  (d) Prior to filing with the Commission any amendment to the
         Registration Statement or supplement to the Prospectus or any
         Prospectus pursuant to Rule 497 of the 1933 Act Rules and Regulations,
         to furnish a copy thereof to the Underwriters and their counsel and
         obtain the consent of the Underwriters to the filing, which consent
         shall not be unreasonably withheld;

                  (e) To make generally available to the Company's security
         holders and to deliver to the Underwriters an earnings statement of the
         Company (which need not


                                       12
<PAGE>

         be audited) complying with Section 11(a) of the Securities Act and the
         Rules and Regulations (including, at the option of the Company, Rule
         158) covering a twelve-month period commencing after the Effective
         Date;

                  (f) For a period of three years following the Effective Date,
         to furnish to the Underwriters, to the extent such information is not
         freely available on the Internet, copies of all materials furnished by
         the Company to its shareholders and all public reports and all reports
         and financial statements furnished by the Company to the Commission
         pursuant to the Exchange Act or any rule or regulation of the
         Commission thereunder;

                  (g) Promptly from time to time, to take such action as the
         Underwriters may reasonably request to qualify the Tortoise Notes for
         offering and sale under the securities laws of such jurisdictions as
         the Underwriters may request and to comply with such laws so as to
         permit the continuance of sales and dealings therein in such
         jurisdictions for as long as may be necessary to complete the
         distribution of the Tortoise Notes; provided that in connection
         therewith the Company shall not be required to qualify as a foreign
         corporation or to file a general consent to service of process in any
         jurisdiction;

                  (h) For a period of 180 days from the date of the Prospectus,
         not to, without the prior written consent of the Underwriters, directly
         or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of
         (or enter into any transaction or device which is designed to, or could
         be expected to, result in the disposition by any person at any time in
         the future of) any Tortoise Notes or securities convertible into or
         exchangeable for Tortoise Notes, or sell or grant options, rights or
         warrants with respect to any Tortoise Notes or securities convertible
         into or exchangeable for Tortoise Notes, or (2) enter into any swap or
         other derivatives transaction that transfers to another, in whole or in
         part, any of the economic benefits or risks of ownership of such
         Tortoise Notes, whether any such transaction described in clause (1) or
         (2) above is to be settled by delivery of Tortoise Notes or other
         securities, in cash or otherwise; and

                  (i) To apply the net proceeds from the sale of the Tortoise
         Notes in a manner consistent with the investment objectives, policies
         and restrictions of the Company as set forth in the Prospectus.

         Section 7. Expenses. The Company agrees to pay (a) the costs incident
to the authorization, issuance, sale and delivery of the Tortoise Notes and any
taxes payable in connection therewith; (b) the costs incident to the
preparation, printing and filing under the Securities Act and the 1940 Act of
the Registration Statement, the Prospectus, and the 1940 Act Notification and
any amendments or supplements and exhibits thereto; (c) the costs of
distributing the Registration Statement as originally filed and each amendment
thereto and any post-effective amendments thereof (including, in each case,
exhibits), any Preliminary Prospectus, the Prospectus and any amendment or
supplement to the Prospectus, all as provided in this Agreement; (d) the costs
of producing and distributing this Agreement, and any other related documents in
connection with the offering, purchase, sale and delivery of the Tortoise Notes;
(e) the preparation, issuance and delivery of the certificates for the Tortoise
Notes, if any, to the Underwriters, including any stock or


                                       13
<PAGE>

other transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Tortoise Notes to the Underwriters, (f) any
applicable listing or other fees including the fees paid to the rating agencies
in connection with the rating of the Tortoise Notes; (g) the fees and expenses
of qualifying the Tortoise Notes under the securities laws of the several
jurisdictions as provided in Section 6(g) and of preparing, printing and
distributing a Blue Sky Memorandum (including related fees and expenses of
counsel to the Underwriters); (h) all costs and reasonable expenses of the
Underwriters, other than the fees and disbursements of counsel; (i) the fees and
expenses of the Company's accountants and the fees and expenses of counsel for
the Company, of the transfer agent and the auction agent as set forth in the
Auction Agreement; and (j) all other costs and reasonable expenses incident to
the performance of the obligations of the Company under this Agreement.

         Section 8. Conditions of Underwriters' Obligations. The obligations of
the Underwriters hereunder are subject to the accuracy, when made and on the
Delivery Date, of the representations and warranties of the Company and the
Investment Adviser contained herein, to the performance by the Company and the
Investment Adviser of their respective obligations hereunder, and to each of the
following additional terms and conditions:

                  (a) The Prospectus shall have been timely filed with the
         Commission in accordance with Section 6(a); no stop order suspending
         the effectiveness of the Registration Statement or any part thereof
         shall have been issued and no proceeding for that purpose shall have
         been initiated or threatened by the Commission; and any request of the
         Commission for inclusion of additional information in the Registration
         Statement or the Prospectus or otherwise shall have been complied with.

                  (b) All corporate proceedings and other legal matters incident
         to the authorization, form and validity of this Agreement, the Auction
         Agreement, the Tortoise Notes, the Registration Statement and the
         Prospectus, and all other legal matters relating to this Agreement and
         the transactions contemplated hereby shall be reasonably satisfactory
         in all material respects to counsel for the Underwriters, and the
         Company shall have furnished to such counsel all documents and
         information that they may reasonably request to enable them to pass
         upon such matters.

                  (c) The Company shall have furnished to the Underwriters, in
         form and substance reasonably satisfactory to the Underwriters, the
         written opinion of Vedder, Price, Kaufman & Kammholz, P.C., dated the
         Delivery Date, to the effect of paragraphs (i) through (xvi) below:

                           (i) The Company is duly incorporated and qualified to
                  do business and is in good standing in each jurisdiction in
                  which its ownership or lease of property or the conduct of its
                  business as described in the Registration Statement and the
                  Prospectus (and any amendment or supplement to either)
                  requires such qualification;

                                       14
<PAGE>

                           (ii) The Company has an authorized capitalization as
                  set forth in the Registration Statement and the Prospectus.
                  All of the issued shares of capital stock of the Company have
                  been duly and validly authorized and issued, are fully paid
                  and non-assessable and conform to the description thereof
                  contained in the Registration Statement and the Prospectus.
                  The Tortoise Notes being delivered on the Delivery Date to the
                  Underwriters hereunder have been duly and validly authorized
                  and, when issued and delivered against payment therefore, will
                  be duly and validly issued, fully paid and non-assessable;

                           (iii) The Tortoise Notes conform in all material
                  respects to the statements concerning them contained in the
                  Prospectus and there are no restrictions upon the voting or
                  transfer of any of the Tortoise Notes pursuant to the
                  Company's Articles or by-laws or any agreement or other
                  instrument known to such counsel; except for the restrictions
                  on transfer on the Tortoise Notes contained in the Auction
                  Agreement;

                           (iv) The Company is not (i) in violation of its
                  Articles or by-laws, (ii) in default, and no event has
                  occurred which, with notice or lapse of time or both, would
                  constitute such a default, in the due performance or
                  observance of any term, covenant or condition contained in any
                  indenture, mortgage, deed of trust, loan agreement or other
                  agreement or instrument known to such counsel to which it is a
                  party or by which it is bound or to which any of its
                  properties or assets is subject or (iii) in violation of any
                  law, ordinance, governmental rule, regulation or court decree
                  to which it or its property or assets may be subject or has
                  failed to obtain any material license, permit, certificate,
                  franchise or other governmental authorization or permit
                  necessary to the ownership of its property or to the conduct
                  of its business, except in the case of clauses (ii) and (iii),
                  such defaults, events, violations or failures that in the
                  aggregate would not reasonably be expected to have a Material
                  Adverse Effect;

                           (v) To such counsel's knowledge and other than as set
                  forth in the Prospectus, there are no legal or governmental
                  proceedings pending to which the Company is a party or of
                  which any property or assets of the Company is the subject
                  which is reasonably likely to be determined adversely to the
                  Company and, if determined adversely to the Company, would be
                  reasonably likely to have a Material Adverse Effect; and, to
                  the best of such counsel's knowledge, no such proceedings are
                  threatened or contemplated by governmental authorities or
                  threatened by others;

                           (vi) The Registration Statement was declared
                  effective under the Securities Act as of the date and time
                  specified in such opinion, the Prospectus was filed with the
                  Commission pursuant to Rule 497 of the 1933 Act Rules and
                  Regulations on the date specified in such opinion and no stop
                  order suspending the effectiveness of the Registration
                  Statement or any part thereof has been issued and, to the
                  knowledge of such counsel, no proceeding for that purpose is
                  pending or threatened by the Commission;


                                       15
<PAGE>


                           (vii) The Registration Statement and the Prospectus
                  and any further amendments or supplements thereto made by the
                  Company prior to the Delivery Date (except for the financial
                  statements and related schedules therein, as to which such
                  counsel need express no opinion) comply as to form in all
                  material respects with the requirements of the Securities Act,
                  the 1940 Act and the Rules and Regulations;

                           (viii) The statements contained in the Registration
                  Statement and the Prospectus (and any amendment or supplement
                  thereto through the date of the opinion), insofar as they
                  purport to summarize provisions of the Company's Articles and
                  by-laws, contracts, agreements or other legal documents
                  referred to therein, constitute accurate summaries of the
                  terms of such documents in all material respects;

                           (ix) To such counsel's knowledge, there are no
                  contracts or other documents which are required to be
                  described in the Registration Statement and the Prospectus or
                  filed as exhibits to the Registration Statement by the
                  Securities Act, the 1940 Act or by the Rules and Regulations
                  which have not been described in the Registration Statement
                  and the Prospectus or filed as exhibits to the Registration
                  Statement;

                           (x) This Agreement and each of the Company Agreements
                  has been duly authorized, executed and delivered by the
                  Company and constitute the valid and legally binding
                  agreements of the Company, and each of the Company Agreements,
                  are enforceable against the Company in accordance with their
                  terms, except as rights to indemnity and contribution
                  hereunder may be limited by federal or state securities laws
                  and subject to the qualification that the enforceability of
                  the Company's obligations hereunder and thereunder may be
                  limited by bankruptcy, insolvency, reorganization, moratorium
                  and other laws relating to or affecting creditors' rights
                  generally and by general equitable principles;

                           (xi) None of the issue and sale of the Tortoise Notes
                  being delivered on the Delivery Date by the Company pursuant
                  to this Agreement, the execution, delivery and performance by
                  the Company of this Agreement, the performance by the Company
                  of each of the Company Agreements or the consummation of the
                  transactions contemplated hereby and thereby (i) conflict
                  with, result in the creation or imposition of any lien, charge
                  or encumbrance upon the assets of the Company under the terms
                  of provisions of, or result in a breach or violation of any of
                  the terms or provisions of, or constitute a default under, any
                  indenture, mortgage, deed of trust, loan agreement or other
                  agreement or instrument known to such counsel to which the
                  Company is a party or by which the Company is bound or to
                  which any of the property or assets of the Company is subject,
                  (ii) result in any violation of the provisions of the Articles
                  or by-laws of the Company or (iii) result in the violation of
                  any statute or any order, rule or regulation known to such
                  counsel of any court or governmental agency or body having
                  jurisdiction over the Company or any of their properties or
                  assets, except


                                       16
<PAGE>

                  in the case of clauses (i) and (iii), such conflicts, breaches
                  or violations that in the aggregate would not reasonably be
                  expected to have a Material Adverse Effect; and, except for
                  the registration of the Tortoise Notes under the Securities
                  Act and such consents, approvals, authorizations,
                  registrations or qualifications as may be required under the
                  Exchange Act and applicable state securities laws in
                  connection with the purchase and distribution of the Tortoise
                  Notes by the Underwriters, no consent, approval, authorization
                  or order of, or filing or registration with, any such court or
                  governmental agency or body is required for the execution,
                  delivery and performance of this Agreement, the performance of
                  the Company Agreements by the Company or the consummation of
                  the transactions contemplated hereby, except for such
                  consents, approvals, authorizations, orders, filings or
                  registrations as have been obtained or made;

                           (xii) This Agreement and the Company Agreements
                  comply in all material respects with all applicable provisions
                  of the 1940 Act, the Investment Adviser's Act, the 1940 Act
                  Rules and Regulations and the Investment Adviser's Act Rules
                  and Regulations;

                           (xiii) To such counsel's knowledge, there are no
                  contracts, agreements or understandings between the Company
                  and any person granting such person the right to require the
                  Company to file a registration statement under the Securities
                  Act with respect to any securities of the Company owned or to
                  be owned by such person or to require the Company to include
                  such securities in the securities registered pursuant to the
                  Registration Statement or in any securities being registered
                  pursuant to any other registration statement filed by the
                  Company under the Securities Act;

                           (xiv) The Company is duly registered under the 1940
                  Act as a closed-end, non-diversified, management investment
                  company and the 1940 Act Notification has been duly filed with
                  the Commission, and, at the time of filing thereof and at the
                  time of filing any amendment or supplement thereto, conformed
                  in all material respects with all applicable provisions of the
                  1940 Act and the 1940 Act Rules and Regulations and, to the
                  best of such counsel's knowledge after reasonable inquiry, the
                  Company has not received any notice from the Commission
                  pursuant to Section 8(e) of the 1940 Act with respect to the
                  1940 Act Notification or the Registration Statement (or any
                  amendment or supplement to either of them);

                           (xv) All required action has been taken by the
                  Company under the Securities Act, the Exchange Act and the
                  1940 Act to make the public offering and consummate the sale
                  of the Tortoise Notes pursuant to this Agreement; the
                  provisions of the Articles and by-laws of the Company comply
                  as to form in all material respects with the requirements of
                  the 1940 Act; the provisions of the Articles and by-laws of
                  the Company and the investment policies and restrictions
                  described in the Prospectus under the heading "The Company's
                  Investments" comply in all material respects with the
                  requirements of the 1940 Act; and

                                       17
<PAGE>

                           (xvi) The statements made in the Registration
                  Statement and the Prospectus (and any amendment or supplement
                  thereto through the date of the opinion) under the caption
                  ["Federal Income Tax Matters"] to the extent they describe or
                  summarize tax laws, legal conclusions, doctrines or practices
                  of the United States, are materially correct.

         In rendering such opinions, such counsel may state that their opinion
is limited to matters governed by the Federal laws of the United States of
America and the laws of the State of Illinois. To the extent such counsel deems
proper and to the extent specified in such opinion, such counsel may rely, as to
matters involving the application of laws of the State of Maryland upon the
opinion of Venable LLP or other counsel of good standing whom such counsel
believes to be reliable and who are satisfactory to the Underwriters; provided
that (x) such reliance is expressly authorized by the opinion so relied upon and
a copy of each such opinion is delivered to the Underwriters and is, in form and
substance, satisfactory to the Underwriters and their counsel and (y) such
counsel states in their opinion that they believe that they and the Underwriters
are justified in relying thereon.

         Such counsel shall also state that it has participated in conferences
with officers and employees of the Company and the Adviser, representatives of
the independent auditors for the Company, Maryland counsel to the Company, the
Underwriters and counsel for the Underwriters at which the contents of the
Registration Statement and the Prospectus and related matters were discussed
and, although such counsel is not passing upon, and does not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus, except to the limited
extent otherwise covered by paragraphs _____, ______ and _____ hereof and have
made no independent check or verification thereof, on the basis of the
foregoing, no facts have come to such counsel's attention that would have led
such counsel to believe that (a) the Registration Statement (except the
financial statements and other financial and statistical data contained therein,
as to which such counsel expresses no opinion), at the time it became effective,
contained an untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
contained therein not misleading or (b) the Prospectus (except the financial
statements and other financial and statistical data contained therein, as to
which such counsel expresses no opinion), as of its issue date and as of the
Closing Date, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein or
necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.

                  (d) Blackwell Sanders Peper Martin LLP, counsel to the
         Investment Adviser, shall have furnished to the Underwriters their
         written opinion, addressed to the Underwriters and dated the Delivery
         Date, in form and substance reasonably satisfactory to the
         Underwriters, to the effect that:

                           (i) The Investment Adviser has been duly and is
                  validly existing as a limited liability company in good
                  standing under the laws of the State of Delaware, is duly
                  qualified to do business and is in good standing in each


                                       18
<PAGE>

                  jurisdiction in which its ownership or lease of property or
                  the conduct of its business as described in the Registration
                  Statement and the Prospectus (and any amendment or supplement
                  to either) requires such qualification, except where the
                  failure to so qualify or to be in good standing would not
                  reasonably be expected to have a Material Adverse Effect, and
                  has the power and authority to own or hold its properties and
                  to conduct its business as described in the Registration
                  Statement and the Prospectus (and any amendment or supplement
                  to either);

                           (ii) The Investment Adviser is duly registered as an
                  investment adviser under the Investment Adviser's Act and is
                  not prohibited by the Investment Adviser's Act, the 1940 Act,
                  the Investment Adviser's Act Rules and Regulations or the 1940
                  Act Rules and Regulations from acting under the Advisory
                  Agreement as contemplated by the Registration Statement and
                  the Prospectus (or any amendment or supplement thereto);

                           (iii) This Agreement and the Advisory Agreement have
                  each been duly authorized, executed and delivered by the
                  Investment Adviser, and constitute the valid and legally
                  binding agreements of the Investment Adviser, and, with
                  respect to the Advisory Agreement is enforceable against the
                  Investment Adviser in accordance with their terms, except as
                  rights to indemnity and contribution hereunder may be limited
                  by federal or state securities laws and subject to the
                  qualification that the enforceability of the Investment
                  Adviser's obligations hereunder and thereunder may be limited
                  by bankruptcy, insolvency, reorganization, moratorium and
                  other laws relating to or affecting creditors' rights
                  generally and by general equitable principles;

                           (iv) None of the execution, delivery and performance
                  of this Agreement by the Investment Adviser, the performance
                  of the Advisory Agreement or the consummation of the
                  transactions contemplated hereby and thereby (i) conflict
                  with, result in the creation or imposition of any lien, charge
                  or encumbrance upon the assets of the Investment Adviser under
                  the terms or provisions of, or result in a breach or violation
                  of any of the terms or provisions of, or constitute a default
                  under, any indenture, mortgage, deed of trust, loan agreement
                  or other agreement or instrument known to such counsel to
                  which the Investment Adviser is a party or by which the
                  Investment Adviser is bound or to which any of the property or
                  assets of the Investment Adviser is subject, (ii) result in
                  any violation of the provisions of the limited liability
                  company operating agreement or other organizational documents
                  of the Investment Adviser or (iii) result in any violation of
                  any statute or any order known to such counsel or rule or
                  regulation of any court or governmental agency or body having
                  jurisdiction over the Investment Adviser or any of its
                  properties or assets, except in the case of clauses (i) and
                  (iii), such conflicts, breaches and violations that in the
                  aggregate would not reasonably be expected to have a Material
                  Adverse Effect; and except for the registration of the
                  Tortoise Notes under the Securities Act and such consents,
                  approvals, authorizations, registrations or qualifications as
                  may be required under the Exchange Act and applicable state
                  securities laws in connection with the purchase and
                  distribution of the Tortoise Notes by the


                                       19
<PAGE>

                  Underwriters, no consent, approval, authorization or order of,
                  or filing or registration with, any such court or governmental
                  agency or body is required for the execution, delivery and
                  performance of this Agreement, the performance of the Advisory
                  Agreement or the consummation of the transactions contemplated
                  hereby and thereby;

                           (v) To such counsel's knowledge, the Investment
                  Adviser is not (i) in violation of its limited liability
                  company operating agreement or other organizational documents,
                  (ii) in default, and no event has occurred which, with notice
                  or lapse of time or both, would constitute such a default, in
                  the due performance or observance of any term, covenant or
                  condition contained in any indenture, mortgage, deed of trust,
                  loan agreement or other agreement or instrument to which it is
                  a party or by which it is bound or to which any of its
                  properties or assets is subject or (iii) in violation of any
                  law, ordinance, governmental rule, regulation or court decree
                  to which it or its property or assets may be subject or has
                  failed to obtain any material license, permit, certificate,
                  franchise or other governmental authorization or permit
                  necessary to the ownership of its property or to the conduct
                  of its business, except in the case of clauses (ii) and (iii),
                  such defaults, events, violations or failures that in the
                  aggregate would not reasonably be expected to have a Material
                  Adverse Effect;

                           (vi) To such counsel's knowledge and other than as
                  set forth in the Prospectus, there are no legal or
                  governmental proceedings pending to which the Investment
                  Adviser is a party or of which any property or assets of the
                  Investment Adviser is the subject which is reasonably likely
                  to be determined adversely to the Investment Adviser and, if
                  determined adversely to the Investment Adviser, would be
                  reasonably likely to have a Material Adverse Effect; and, to
                  such counsel's knowledge, no such proceedings are threatened
                  or contemplated by governmental authorities or threatened by
                  others; and

                           (vii) The description of the Investment Adviser and
                  its business, and the statements attributable to the
                  Investment Adviser, in the Registration Statement and the
                  Prospectus (and any amendment or supplement thereto) complied
                  and comply in all material respects with the provisions of the
                  Securities Act, the 1940 Act, the Investment Adviser's Act,
                  the Rules and Regulations and the Investment Adviser's Act
                  Rules and Regulations.

         In rendering such opinion, such counsel may state that their opinion is
limited to matters governed by the Federal laws of the United States of America,
the General Corporation Law of the State of Delaware, and the laws of the State
of Kansas.

                  (e) The Underwriters shall have received from Morrison &
         Foerster LLP, counsel to the Underwriters, such opinion or opinions,
         dated the Delivery Date, with respect to the issuance and sale of the
         Tortoise Notes, the Registration Statement, the Prospectus and other
         related matters as the Underwriters may reasonably require, and the
         Company shall have furnished to such counsel such documents as they
         reasonably request for the purpose of enabling them to pass upon such
         matters.


                                       20
<PAGE>

                  (f) At the time of execution of this Agreement, the
         Underwriters shall have received from Ernst & Young LLP a letter or
         letters, in form and substance satisfactory to the Underwriters,
         addressed to the Underwriters and dated the date hereof (i) confirming
         that they are independent public accountants within the meaning of the
         Securities Act and are in compliance with the applicable requirements
         relating to the qualification of accountants under Rule 2-01 of
         Regulation S-X of the Commission and (ii) stating, as of the date
         hereof (or, with respect to matters involving changes or developments
         since the respective dates as of which specified financial information
         is given in the Prospectus, as of a date not more than five days prior
         to the date hereof), the conclusions and findings of such firm with
         respect to the financial information and other matters ordinarily
         covered by accountants' "comfort letters" to underwriters in connection
         with registered public offerings.

                  (g) With respect to the letter or letters of Ernst & Young LLP
         referred to in the preceding paragraph and delivered to the
         Underwriters concurrently with the execution of this Agreement (the
         "Initial Letter"), the Company shall have furnished to the Underwriters
         a letter (the "Bring-down Letter") of such accountants, addressed to
         the Underwriters and dated the Delivery Date (i) confirming that they
         are independent public accountants within the meaning of the Securities
         Act and are in compliance with the applicable requirements relating to
         the qualification of accountants under Rule 2-01 of Regulation S-X of
         the Commission, (ii) stating, as of the date of the bring-down letter
         (or, with respect to matters involving changes or developments since
         the respective dates as of which specified financial information is
         given in the Prospectus, as of a date not more than five days prior to
         the date of the bring-down letter), the conclusions and findings of
         such firm with respect to the financial information and other matters
         covered by the initial letters and (iii) confirming in all material
         respects the conclusions and findings set forth in the initial letters.

                  (h) The Company shall have furnished to the Underwriters on
         the Delivery Date a certificate, dated the Delivery Date, of its
         Chairman of the Board of Directors, its Chief Executive Officer or
         President and its Chief Financial Officer or Treasurer or an Assistant
         Treasurer stating that:

                           (i) The representations, warranties and agreements of
                  the Company contained herein and in the Auction Agreement are
                  true and correct as of the date hereof and as of the Delivery
                  Date; the Company has complied with all its agreements
                  contained herein prior to or on the Delivery Date; and the
                  conditions set forth in Section 8 have been fulfilled;

                           (ii) Since the respective dates as of which
                  information is given in the Prospectus, other than as set
                  forth in or contemplated by the Prospectus, (A) there has not
                  occurred any change or any development that might have a
                  Material Adverse Effect, (B) there has not been any change in
                  the capital stock, short-term debt or long-term debt of the
                  Company that might have a Material Adverse Effect, (C) the
                  Company has not incurred any material liability or obligation,
                  direct or contingent, (D) there has not occurred a material
                  loss or interference with the Company's business from fire,
                  explosion, flood or other calamity, whether or not


                                       21
<PAGE>

                  covered by insurance, or from any labor dispute or court or
                  governmental action, order or decree and (E) the Company has
                  not declared or paid any dividend on its shares of common
                  stock, except for dividends declared in the ordinary course of
                  business, and, except as set forth in or contemplated by the
                  Prospectus, the Company has not entered into any transaction
                  (other than purchases and sales of portfolio transactions) or
                  agreement (other than investment-related agreements) material
                  to the Company; and

                           (iii) They carefully have examined the Registration
                  Statement and the Prospectus and, in their opinion (and in
                  forming such opinion each officer may rely on information
                  provided by the other parties to this Agreement) (A) as of the
                  Effective Date, the Registration Statement did not contain any
                  untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading, (B) as of its date
                  and the Delivery Date, the Prospectus did not contain any
                  untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading, and (C) since the
                  Effective Date, no event has occurred which should have been
                  set forth in a supplement to, or amendment of, the Prospectus
                  which has not been set forth in such a supplement or
                  amendment.

                  (i) The Investment Adviser shall have furnished to the
         Underwriters on the Delivery Date a certificate, dated the Delivery
         Date, of the Chairman of its Board of Directors, President or a Vice
         President and its Chief Financial Officer, Treasurer or an Assistant
         Treasurer, dated the Delivery Date, stating that:

                           (i) The representations, warranties and agreements of
                  the Investment Adviser contained herein are true and correct
                  as of the date hereof and as of the Delivery Date; the
                  Investment Adviser has complied with all its agreements
                  contained herein prior to or on the Delivery Date; and the
                  conditions set forth in Section 8 of have been fulfilled; and

                           (ii) They have examined the Registration Statement
                  and the Prospectus and, in their opinion (and in forming such
                  opinion each officer may rely on information provided by the
                  other parties to this Agreement) (A) as of the Effective Date,
                  the Registration Statement did not contain any untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading, (B) as of its date and the
                  Delivery Date, the Prospectus did not contain any untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading, and (C) since the Effective
                  Date, no event has occurred which should have been set forth
                  in a supplement to, or amendment of, the Prospectus which has
                  not been set forth in such a supplement or amendment.

                  (j) The Company shall not have sustained since the date of the
         latest audited financial statements included in the Prospectus (A) any
         loss or interference with


                                       22
<PAGE>

         its business from fire, explosion, flood or other calamity, whether or
         not covered by insurance, or from any labor dispute or court or
         governmental action, order or decree, or (B) since such date, there
         shall not have been any change in the capital stock, short-term debt or
         long-term debt of the Company or any change, or any development
         involving a prospective change, in or affecting the general affairs,
         management, financial position, prospects, shareholders' equity or
         results of operations of the Company, otherwise than as described or
         contemplated in the Prospectus, the effect of which, in any such case
         described in clause (A) or (B), is, in the judgment of the
         Underwriters, so material and adverse as to make it impracticable or
         inadvisable to proceed with the public offering or the delivery of the
         Tortoise Notes being delivered on the Delivery Date on the terms and in
         the manner contemplated in the Prospectus and in this Agreement.

                  (k) The Company shall have furnished to the Underwriters a
         report showing compliance with the asset coverage requirements of the
         1940 Act and the 1940 Act Shares Asset Coverage (as defined in the
         Registration Statement), each dated the Delivery Date and in form and
         substance satisfactory to the Underwriters. Each such report shall
         assume the receipt of the net proceeds from the sale of the Tortoise
         Notes and may use portfolio holdings and valuations as of the close of
         business of any day not more than six business days preceding the
         Delivery Date, provided, however, that the Company represents in such
         report that its total net assets as of the Delivery Date have not
         declined by 5% or more from such valuation date.

                  (l) The Company shall have delivered and the Underwriters
         shall have received evidence satisfactory to it that the Tortoise Notes
         are rated at least "AA" by Moody's Investors Service, Inc. and "AA" by
         Fitch, Inc., a division of the McGraw Hill Companies, as of the
         Delivery Date, and subsequent to the execution and delivery of this
         Agreement, (i) no downgrading shall have occurred in the rating
         accorded the Tortoise Notes by any "nationally recognized statistical
         rating organization" as that term is defined by the Commission for
         purposes of Rule 436(g)(2) of the 1933 Act Rules and Regulations and
         (ii) no such organization shall have publicly announced that is has
         under surveillance or review, with possible negative implications, its
         rating of the Tortoise Notes.

                  (m) Neither the Company nor the Investment Adviser shall have
         failed at or prior to the Delivery Date to have performed or complied
         with any of the agreements contained herein and required to be
         performed or complied with by them at or prior to the Delivery Date.

                  (n) Subsequent to the execution and delivery of this Agreement
         there shall not have occurred any of the following: (i) trading in
         securities generally on the New York Stock Exchange or the American
         Stock Exchange or in the over-the-counter market, or trading in any
         securities of the Company on any exchange or in the over-the-counter
         market, shall have been suspended or materially limited or the
         settlement of such trading generally shall have been materially
         disrupted or minimum prices shall have been established on any such
         exchange or such market by the Commission, by such exchange or by any
         other regulatory body or governmental authority having jurisdiction,
         (ii) a banking moratorium shall have been declared by Federal or state
         authorities, (iii) the United States shall have become engaged in
         hostilities, there shall have been an


                                       23
<PAGE>

         escalation in hostilities involving the United States or there shall
         have been a declaration of a national emergency or war by the United
         States or (iv) there shall have occurred such a material adverse change
         in general economic, political or financial conditions (or the effect
         of international conditions on the financial markets in the United
         States shall be such), including, without limitation, as a result of
         terrorist activities after the date hereof, or any other calamity or
         crisis as to make it, in the judgment of the Underwriters,
         impracticable or inadvisable to proceed with the public offering or
         delivery of the Tortoise Notes being delivered on such Delivery Date on
         the terms and in the manner contemplated in the Prospectus.

                  (o) The Underwriters shall not have discovered and disclosed
         to the Company on or prior to the Delivery Date that the Registration
         Statement or the Prospectus or any amendment or supplement thereto
         contains an untrue statement of a fact which, in the reasonable opinion
         of Morrison & Foerster LLP, counsel for the Underwriters, is material
         or omits to state a fact which, in the reasonable opinion of such
         counsel, is material and is required to be stated therein or is
         necessary to make the statements therein not misleading.

                  (p) The Company and the Investment Adviser shall have
         furnished to the Underwriters such further certificates, documents and
         opinions of counsel as the Underwriters shall reasonably request
         (including certificates of officers of the Company and the Investment
         Adviser).

         All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters.

         Section 9. Indemnification and Contribution.

                  (a) The Company and the Investment Adviser shall jointly and
         severally indemnify and hold harmless each Underwriter, its directors,
         officers and employees and each person, if any, who controls any
         Underwriter within the meaning of the Securities Act, from and against
         any loss, claim, damage or liability, joint or several, or any action
         in respect thereof (including, but not limited to, any loss, claim,
         damage, liability or action relating to purchases and sales of Tortoise
         Notes), to which such Underwriter, director, officer, employee or
         controlling person may become subject, under the Securities Act or
         otherwise, insofar as such loss, claim, damage, liability or action
         arises out of, or is based upon, (i) any untrue statement or alleged
         untrue statement of a material fact contained (A) in the 1940 Act
         Notification, (B) in any Preliminary Prospectus, the Prospectus, the
         Registration Statement or in any amendment or supplement thereto
         including information deemed to be a part of the Registration Statement
         pursuant to Rule 430A of the Rules and Regulations, if applicable, or
         (C) in any Marketing Materials, (ii) the omission or alleged omission
         to state in any Preliminary Prospectus, the Registration Statement or
         the Prospectus, or in any amendment or supplement thereto, or in any
         Marketing Materials, any material fact required to be stated therein or
         necessary to make the statements therein not misleading or (iii) any
         act or failure to act or any alleged act or failure to act by such
         Underwriter in connection with,


                                       24
<PAGE>


         or relating in any manner to, the Tortoise Notes or the offering
         contemplated hereby, and which is included as part of or referred to in
         any loss, claim, damage, liability or action arising out of or based
         upon matters covered by clause (i) or (ii) above (provided that neither
         the Company nor the Investment Adviser shall be liable under this
         clause (iii) to the extent that it is determined in a final judgment by
         a court of competent jurisdiction that such loss, claim, damage,
         liability or action resulted directly from any such acts or failures to
         act undertaken or omitted to be taken by such Underwriter through its
         gross negligence or willful misconduct), and shall reimburse such
         Underwriter and each such director, officer, employee or controlling
         person promptly upon demand for any legal or other expenses reasonably
         incurred by such Underwriter, director, officer, employee or
         controlling person in connection with investigating or defending or
         preparing to defend against any such loss, claim, damage, liability or
         action as such expenses are incurred; provided, however, that neither
         the Company nor the Investment Adviser shall be liable in any such case
         to the extent that any such loss, claim, damage, liability or action
         (i) arises out of, or is based upon, any untrue statement or alleged
         untrue statement or omission or alleged omission made in any
         Preliminary Prospectus, the Registration Statement or the Prospectus,
         or in any such amendment or supplement, in reliance upon and in
         conformity with written information furnished to the Company or the
         Investment Adviser by or on behalf of the Underwriters specifically for
         inclusion therein which information consists solely of the information
         specified in Section 9(e); or (ii) results solely from an untrue
         statement of material fact contained in, or the omission of a material
         fact from, a Preliminary Prospectus, which untrue statement or omission
         was corrected in the Prospectus (as then amended or supplemented) if
         (A) an Underwriter sold Tortoise Notes to the person alleging such
         loss, claim, damage, liability or action without sending or giving, at
         or prior to the written confirmation of such sale, a copy of the
         Prospectus (as then amended or supplemented), (B) within a reasonable
         amount of time prior to such sale or such confirmation, the Company had
         furnished to such Underwriter copies of the corrected Prospectus which,
         if delivered, would have cured the defect giving rise to such loss,
         claim, damage, liability or action, and (C) the Underwriter failed to
         deliver such corrected Prospectus. The foregoing indemnity agreement is
         in addition to any liability which the Company or the Investment
         Adviser may otherwise have to any Underwriter or to any director,
         officer, employee or controlling person of that Underwriter.

                  (b) Each Underwriter, severally and not jointly, shall
         indemnify and hold harmless the Company, its officers and employees,
         each of its directors, and each person, if any, who controls the
         Company within the meaning of the Securities Act, from and against any
         loss, claim, damage or liability, joint or several, or any action in
         respect thereof, to which the Company or any such director, officer or
         controlling person may become subject, under the Securities Act or
         otherwise, insofar as such loss, claim, damage, liability or action
         arises out of, or is based upon, (i) any untrue statement or alleged
         untrue statement of a material fact contained in any Preliminary
         Prospectus, the Registration Statement or the Prospectus or in any
         amendment or supplement thereto, or (ii) the omission or alleged
         omission to state in any Preliminary Prospectus, the Registration
         Statement or the Prospectus, or in any amendment or supplement thereto,
         any material fact required to be stated therein or necessary to make
         the statements therein not misleading, but in each case only to the
         extent that the untrue statement or alleged untrue


                                       25
<PAGE>

         statement or omission or alleged omission was made in reliance upon and
         in conformity with written information furnished to the Company by or
         on behalf of the Underwriters specifically for inclusion therein, which
         information is limited to the information set forth in Section 9(e),
         and shall reimburse the Company and any such director, officer or
         controlling person for any legal or other expenses reasonably incurred
         by the Company or any such trustee, officer or controlling person in
         connection with investigating or defending or preparing to defend
         against any such loss, claim, damage, liability or action as such
         expenses are incurred. The foregoing indemnity agreement is in addition
         to any liability which the Underwriters may otherwise have to the
         Company or any such director, officer, employee or controlling person.

                  (c) Promptly after receipt by an indemnified party under this
         Section 9 of notice of any claim or the commencement of any action, the
         indemnified party shall, if a claim in respect thereof is to be made
         against the indemnifying party under this Section 9, notify the
         indemnifying party in writing of the claim or the commencement of that
         action; provided, however, that the failure to notify the indemnifying
         party shall not relieve it from any liability which it may have under
         this Section 9 except to the extent it has been materially prejudiced
         by such failure and, provided further, that the failure to notify the
         indemnifying party shall not relieve it from any liability which it may
         have to an indemnified party otherwise than under this Section 9. If
         any such claim or action shall be brought against an indemnified party,
         and it shall notify the indemnifying party thereof, the indemnifying
         party shall be entitled to participate therein and, to the extent that
         it wishes, jointly with any other similarly notified indemnifying
         party, to assume the defense thereof with counsel reasonably
         satisfactory to the indemnified party. After notice from the
         indemnifying party to the indemnified party of its election to assume
         the defense of such claim or action, the indemnifying party shall not
         be liable to the indemnified party under this Section 9 for any legal
         or other expenses subsequently incurred by the indemnified party in
         connection with the defense thereof other than reasonable costs of
         investigation; provided, however, that the indemnified party shall have
         the right to employ separate counsel to represent the indemnified
         party, and its respective directors, officers, employees and
         controlling persons who may be subject to liability arising out of any
         claim in respect of which indemnity may be sought under this Section 9
         if, the named parties to any such action, suit or proceeding (including
         any impleaded parties) include both an indemnified party (and/or its
         officers, employees, directors and each person who controls the
         indemnified party within the meaning of the Securities Act) and the
         indemnifying party and the indemnified party shall have been advised by
         its counsel that representation of both the indemnified party (and/or
         its officers, employees, directors and each person who controls the
         indemnified party within the meaning of the Securities Act) and the
         indemnifying party would be inappropriate under applicable standards of
         professional conduct (whether or not such representation by the same
         counsel has been proposed) and in the reasonable judgment of the
         indemnified party, it is advisable for the indemnified party and its
         directors, officers, employees and controlling persons to be jointly
         represented by separate counsel, then in that event the fees and
         expenses of one such separate counsel shall be paid by the Company or
         the Investment Adviser. No indemnifying party shall (i) without the
         prior written consent of the indemnified parties (which consent shall
         not be unreasonably withheld), settle or compromise or consent to the
         entry of any judgment with respect to any pending or


                                       26
<PAGE>

         threatened claim, action, suit or proceeding in respect of which
         indemnification or contribution may be sought hereunder (whether or not
         the indemnified parties are actual or potential parties to such claim
         or action) unless such settlement, compromise or consent includes an
         unconditional release of each indemnified party from all liability
         arising out of such claim, action, suit or proceeding, or (ii) be
         liable for any settlement of any such action effected without its
         written consent (which consent shall not be unreasonably withheld), but
         if settled with the consent of the indemnifying party or if there be a
         final judgment of the plaintiff in any such action, the indemnifying
         party agrees to indemnify and hold harmless any indemnified party from
         and against any loss or liability by reason of such settlement or
         judgment.

                  (d) If the indemnification provided for in this Section 9
         shall for any reason be unavailable to or insufficient to hold harmless
         an indemnified party under Section 9(a) or 9(b) in respect of any loss,
         claim, damage or liability, or any action in respect thereof, referred
         to therein, then each indemnifying party shall, in lieu of indemnifying
         such indemnified party, contribute to the amount paid or payable by
         such indemnified party as a result of such loss, claim, damage or
         liability, or action in respect thereof, (i) in such proportion as
         shall be appropriate to reflect the relative benefits received by the
         Company and the Investment Adviser (treated jointly as one person for
         this purpose) on the one hand and the Underwriters on the other from
         the offering of the Tortoise Notes or (ii) if the allocation provided
         by clause (i) above is not permitted by applicable law, in such
         proportion as is appropriate to reflect not only the relative benefits
         referred to in clause (i) above but also the relative fault of the
         Company and the Investment Adviser (treated jointly as one person for
         this purpose) on the one hand and the Underwriters on the other with
         respect to the statements or omissions which resulted in such loss,
         claim, damage or liability, or action in respect thereof, as well as
         any other relevant equitable considerations. The relative benefits
         received by the Company and the Investment Adviser (treated jointly as
         one person for this purpose) on the one hand and the Underwriters on
         the other with respect to such offering shall be deemed to be in the
         same proportion as the total net proceeds from the offering of the
         Tortoise Notes purchased under this Agreement (before deducting
         expenses) received by the Company, on the one hand, and the total
         underwriting discounts and commissions received by the Underwriters
         with respect to the Tortoise Notes purchased under this Agreement, on
         the other hand, bear to the total gross proceeds from the offering of
         the Tortoise Notes under this Agreement, in each case as set forth in
         the table on the cover page of the Prospectus. The relative fault shall
         be determined by reference to whether the untrue or alleged untrue
         statement of a material fact or omission or alleged omission to state a
         material fact relates to information supplied by the Company or the
         Investment Adviser, on one hand, or the Underwriters, on the other
         hand, the intent of the parties and their relative knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission. The Company, the Investment Adviser and the Underwriters
         agree that it would not be just and equitable if contributions pursuant
         to this Section were to be determined by pro rata allocation or by any
         other method of allocation which does not take into account the
         equitable considerations referred to herein. The amount paid or payable
         by an indemnified party as a result of the loss, claim, damage or
         liability, or action in respect thereof, referred to above in this
         Section shall be deemed to include, for purposes of this Section 9(d),
         any legal or other expenses reasonably incurred by such indemnified
         party


                                       27
<PAGE>

         in connection with investigating or defending any such action or claim.
         Notwithstanding the provisions of this Section 9(d), the Underwriters
         shall not be required to contribute any amount in excess of the amount
         by which the total price at which the Tortoise Notes underwritten by it
         and distributed to the public were offered to the public exceeds the
         amount of any damages which such Underwriter has otherwise paid or
         become liable to pay by reason of any untrue or alleged untrue
         statement or omission or alleged omission. No person guilty of
         fraudulent misrepresentation (within the meaning of Section 11(f) of
         the Securities Act) shall be entitled to contribution from any person
         who was not guilty of such fraudulent misrepresentation.

                  (e) The Underwriters severally confirm and the Company and the
         Investment Adviser acknowledge that the statements set forth in the
         last sentence on the front cover page, its name and paragraphs four and
         six under the section "Underwriting," in the Prospectus are correct and
         constitute the only information concerning the Underwriters furnished
         in writing to the Company specifically for inclusion in the
         Registration Statement and the Prospectus.

         Section 10. Termination. The obligations of the Underwriters hereunder
may be terminated by the Underwriters by notice given to and received by the
Company prior to delivery of and payment for the Tortoise Notes if, prior to
that time, any of the events described in Sections 8(j) or 8(n), shall have
occurred or if the Underwriters shall decline to purchase the Tortoise Notes for
any reason permitted under this Agreement.

         Section 11. Reimbursement of Underwriters' Expenses. If (a) the Company
shall fail to tender the Tortoise Notes for delivery to the Underwriters by
reason of any failure, refusal or inability on the part of the Company to
perform any agreement on its part to be performed, or because any other
condition of the Underwriters' obligations hereunder required to be fulfilled by
the Company is not fulfilled or (b) the Underwriters decline to purchase the
Tortoise Notes because of a failure by the Company or the Investment Adviser to
perform their respective obligations under this Agreement, the Company shall
reimburse the Underwriters for all reasonable out-of-pocket expenses (including
fees and disbursements of counsel) incurred by the Underwriters in connection
with this Agreement and the proposed purchase of the Tortoise Notes, and upon
demand the Company shall pay the full amount thereof to the Underwriters.

         Section 12. Notices, Etc. All statements, requests, notices and
agreements hereunder shall be in writing, and:

                  (a) if to the Underwriters, shall be delivered or sent by
         mail, telex or facsimile transmission to Lehman Brothers Inc., 745
         Seventh Avenue, New York, NY 10019, Attention: Syndicate Department
         (Fax: 646-758-4231) and to Stifel Nicolaus & Company, Inc., 501 North
         Broadway, St. Louis, MS 63102, Attention: Equity Capital Markets (Fax:
         ___-___-____), with a copy, in the case of any notice pursuant to
         Section 9(c) the Director of Litigation, Office of the General Counsel,
         Lehman Brothers Inc., 399 Park Avenue, New York, NY 10022; and with a
         copy to Morrison & Foerster LLP, 1290 Avenue of the Americas, New York,
         New York 10104, Attention: Anna T. Pinedo, Esq. (Fax: 212-468-7900;
         Telephone 212-468-8179);


                                       28
<PAGE>

                  (b) if to the Company, shall be delivered or sent by mail,
         telex or facsimile transmission to the address of the Company set forth
         in the Registration Statement, Attention: David Schulte (Fax:
         816-960-1777); with a copy to Vedder, Price, Kaufman & Kammholz, P.C.,
         222 N. LaSalle Street ,Chicago, IL 60601; Attention: Deborah Bielicke
         Eades (Fax: 312-609-5005; Telephone 312-609-7661); and

                  (c) if to the Investment Adviser, shall be delivered or sent
         by mail, telex or facsimile transmission to Tortoise Capital Advisors,
         LLC, 10801 Mastin Boulevard, Overland Park, KS 66210, Attention: Terry
         Matlack, with a copy to Vedder, Price, Kaufman & Kammholz, P.C., 222 N.
         LaSalle Street ,Chicago, IL 60601; Attention: Deborah Bielicke Eades
         (Fax: 312-609-5005; Telephone 312-609-7661).

         Any such statements, requests, notices or agreements shall take effect
at the time of receipt thereof. The Company shall be entitled to act and rely
upon any request, consent, notice or agreement given or made on behalf of the
Underwriters.

         Section 13. Persons Entitled to Benefit of Agreement. This Agreement
shall inure to the benefit of and be binding upon the Underwriters, the Company,
the Investment Adviser, and their respective successors. This Agreement and the
terms and provisions hereof are for the sole benefit of only those persons,
except that (A) the representations, warranties, indemnities and agreements of
the Company and the Investment Adviser contained in this Agreement shall also be
deemed to be for the benefit of the directors, officers and the person or
persons, if any, who control the Underwriters within the meaning of Section 15
of the Securities Act and (B) the indemnity agreement of the Underwriters
contained in Section 9(b) of this Agreement shall be deemed to be for the
benefit of the Board of Directors of the Company, officers of the Company who
have signed the Registration Statement and any person controlling the Company
within the meaning of Section 15 of the Securities Act. Nothing in this
Agreement is intended or shall be construed to give any person, other than the
persons referred to in this Section 13, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.

         Section 14. Survival. The respective indemnities, representations,
warranties and agreements of the Company and the Underwriters contained in this
Agreement or made by or on behalf on them, respectively, pursuant to this
Agreement, shall survive the delivery of and payment for the Tortoise Notes and
shall remain in full force and effect, regardless of any investigation made by
or on behalf of any of them or any person controlling any of them.

         Section 15. Definition of the Term "Business Day". For purposes of this
Agreement, "business day" means each Monday, Tuesday, Wednesday, Thursday or
Friday which is not a day on which banking institutions in New York are
generally authorized or obligated by law or executive order to close.


                                       29
<PAGE>

         Section 16. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of New York.

         Section 17. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

         Section 18. Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

         Section 19. Limitation of Liability. A copy of the Articles of the
Company is on file with the Secretary of State of the State of Maryland. This
Agreement has been executed on behalf of the Company by an officer of the
Company in such capacity and not individually and the obligations of the Company
under this Agreement are not binding upon such officer or any of the directors
or the shareholders of the Company individually but are binding only upon the
assets and property of the Company.


                                       30
<PAGE>


         If the foregoing correctly sets forth the agreement among the Company,
the Investment Adviser and the Underwriters, please indicate your acceptance in
the space provided for that purpose below.


Very truly yours,

                             TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                             By:
                                 -----------------------------------------------
                             Name:
                             Title:



                             TORTOISE CAPITAL ADVISORS LLC

                             By:
                                 -----------------------------------------------
                             Name:
                             Title:


Accepted:

LEHMAN BROTHERS INC.
STIFEL, NICOLAUS & COMPANY, INC.

 By:
      --------------------------------------------------------
 Name:
          Authorized Representative



                                       31

</TEXT>
</DOCUMENT>
