<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>11
<FILENAME>exj_061804.txt
<DESCRIPTION>EXHIBIT J
<TEXT>
                                                                       EXHIBIT J

                                CUSTODY AGREEMENT


         THIS AGREEMENT is made and entered into as of this 12 day of December,
2003, by and between TORTOISE ENERGY INFRASTRUCTURE CORPORATION, a Maryland
corporation (the "Company" or "Fund") and U.S. BANK NATIONAL ASSOCIATION, a
national banking association (the "Custodian").

         WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a closed-end management investment
company, and is authorized to issue shares of common stock;

         WHEREAS, the Company desires to retain U.S. Bank National Association
to act as Custodian for the Company;

         WHEREAS, the Company desires that the Fund's Securities (defined below)
and cash be held and administered by the Custodian pursuant to this Agreement;
and

         WHEREAS, the Custodian is a bank having the qualifications prescribed
in Section 26(a)(1) of the 1940 Act;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

         1.1      "Authorized Person" means any Officer or other person duly
                  authorized by resolution of the Board of Directors to give
                  Oral Instructions and Written Instructions on behalf of the
                  Fund and named in Exhibit A hereto or in such resolutions of
                  the Board of Directors, certified by an Officer, as may be
                  received by the Custodian from time to time.

         1.2      "Board of Directors" shall mean the Directors from time to
                  time serving under the Company's Articles of Incorporation, as
                  from time to time amended.

         1.3      "Book-Entry System" shall mean a federal book-entry system as
                  provided in Subpart O of Treasury Circular No. 300, 31 CFR
                  306, in Subpart B of 31 CFR Part 350, or in such book-entry
                  regulations of federal agencies as are substantially in the
                  form of such Subpart O.


                                       1
<PAGE>


         1.4      "Business Day" shall mean any day recognized as a settlement
                  day by The New York Stock Exchange, Inc., and any other day
                  for which the Company computes the net asset value of Shares
                  of the Fund.

         1.5      "Fund Custody Account" shall mean any of the accounts in the
                  name of the Company, which is provided for in Section 3.2
                  below.

         1.6      "NASD" shall mean The National Association of Securities
                  Dealers, Inc.

         1.7      "Officer" shall mean the Chairman, President, any Vice
                  President, any Assistant Vice President, the Secretary, any
                  Assistant Secretary, the Treasurer, or any Assistant Treasurer
                  of the Company.

         1.8      "Oral Instructions" shall mean instructions orally transmitted
                  to and accepted by the Custodian because such instructions
                  are: (i) reasonably believed by the Custodian to have been
                  given by any two Authorized Persons, (ii) recorded and kept
                  among the records of the Custodian made in the ordinary course
                  of business and (iii) orally confirmed by the Custodian. The
                  Company shall cause all Oral Instructions to be confirmed by
                  Written Instructions prior to the end of the next Business
                  Day. If such Written Instructions confirming Oral Instructions
                  are not received by the Custodian prior to a transaction, it
                  shall in no way affect the validity of the transaction or the
                  authorization thereof by the Company. If Oral Instructions
                  vary from the Written Instructions that purport to confirm
                  them, the Custodian shall notify the Company of such variance
                  but such Oral Instructions will govern unless the Custodian
                  has not yet acted.

         1.9      "Proper Instructions" shall mean Oral Instructions or Written
                  Instructions. Proper Instructions may be continuing Written
                  Instructions when deemed appropriate by both parties.

         1.10     "Securities Depository" shall mean The Depository Trust
                  Company and any other clearing agency registered with the
                  Securities and Exchange Commission under Section 17A of the
                  Securities Exchange Act of 1934, as amended (the "1934 Act"),
                  which acts as a system for the central handling of Securities
                  where all Securities of any particular class or series of an
                  issuer deposited within the system are treated as fungible and
                  may be transferred or pledged by bookkeeping entry without
                  physical delivery of the Securities.

         1.11     "Securities" shall include, without limitation, common and
                  preferred stocks, bonds, call options, put options,
                  debentures, notes, bank certificates of deposit, bankers'
                  acceptances, mortgage-backed securities or other obligations,
                  and any certificates, receipts, warrants or other instruments
                  or documents representing rights to receive, purchase or
                  subscribe for the same, or evidencing or representing any
                  other rights or interests therein, or any similar property or
                  assets that the Custodian has the facilities to clear and to
                  service.

         1.12     "Shares" shall mean, with respect to the Fund, the units of
                  common stock issued by the Company on account of the Fund.


                                       2
<PAGE>

         1.13     "Sub-Custodian" shall mean and include (i) any branch of a
                  "U.S. Bank," as that term is defined in Rule 17f-5 under the
                  1940 Act, (ii) any "Eligible Foreign Custodian," as that term
                  is defined in Rule 17f-5 under the 1940 Act, having a contract
                  with the Custodian which the Custodian has determined will
                  provide reasonable care of assets of the Fund based on the
                  standards specified in Section 3.3 below. Such contract shall
                  include provisions that provide: (i) for indemnification or
                  insurance arrangements (or any combination of the foregoing)
                  such that the Fund will be adequately protected against the
                  risk of loss of assets held in accordance with such contract;
                  (ii) that the Fund's assets will not be subject to any right,
                  charge, security interest, lien or claim of any kind in favor
                  of the Sub-Custodian or its creditors except a claim of
                  payment for their safe custody or administration, in the case
                  of cash deposits, liens or rights in favor of creditors of the
                  Sub-Custodian arising under bankruptcy, insolvency, or similar
                  laws; (iii) that beneficial ownership for the Fund's assets
                  will be freely transferable without the payment of money or
                  value other than for safe custody or administration; (iv) that
                  adequate records will be maintained identifying the assets as
                  belonging to the Fund or as being held by a third party for
                  the benefit of the Fund; (v) that the Fund's independent
                  public accountants will be given access to those records or
                  confirmation of the contents of those records; and (vi) that
                  the Fund will receive periodic reports with respect to the
                  safekeeping of the Fund's assets, including, but not limited
                  to, notification of any transfer to or from the Fund's account
                  or a third party account containing assets held for the
                  benefit of the Fund. Such contract may contain, in lieu of any
                  or all of the provisions specified above, such other
                  provisions that the Custodian determines will provide, in
                  their entirety, the same or a greater level of care and
                  protection for Fund assets as the specified provisions, in
                  their entirety.

         1.14     "Written Instructions" shall mean (i) written communications
                  actually received by the Custodian and signed by any two
                  Authorized Persons, or (ii) communications by telex or any
                  other such system from one or more persons reasonably believed
                  by the Custodian to be Authorized Persons, or (iii)
                  communications between electro-mechanical or electronic
                  devices provided that the use of such devices and the
                  procedures for the use thereof shall have been approved by
                  resolutions of the Board of Directors, a copy of which,
                  certified by an Officer, shall have been delivered to the
                  Custodian.

                                   ARTICLE II
                            APPOINTMENT OF CUSTODIAN

         2.1      Appointment. The Company hereby appoints the Custodian as
                  custodian of all Securities and cash owned by or in the
                  possession of the Fund at any time during the period of this
                  Agreement, on the terms and conditions set forth in this
                  Agreement, and the Custodian hereby accepts such appointment
                  and agrees to perform the services and duties set forth in
                  this Agreement.


                                       3
<PAGE>

         2.2      Documents to be Furnished. The following documents, including
                  any amendments thereto, will be provided contemporaneously
                  with the execution of the Agreement to the Custodian by the
                  Company:

                  (a)      A copy of the Articles of Incorporation certified by
                           the Secretary;
                  (b)      A copy of the Bylaws of the Company certified by the
                           Secretary;
                  (c)      A copy of the resolution of the Board of Directors of
                           the Company appointing the Custodian, certified by
                           the Secretary;
                  (d)      A copy of the then current Prospectus of the Fund;
                           and
                  (e)      A certification of the Chairman and Secretary of the
                           Company setting forth the names and signatures of the
                           current Officers of the Company and other Authorized
                           Persons.

         2.3      Notice of Appointment of Dividend and Transfer Agent. The
                  Company agrees to notify the Custodian in writing of the
                  appointment, termination or change in appointment of any
                  Dividend and Transfer Agent of the Fund.


                                   ARTICLE III
                         CUSTODY OF CASH AND SECURITIES

         3.1      Segregation. All Securities and non-cash property held by the
                  Custodian for the account of the Fund (other than Securities
                  maintained in a Securities Depository or Book-Entry System)
                  shall be physically segregated from other Securities and
                  non-cash property in the possession of the Custodian and shall
                  be identified as subject to this Agreement.

         3.2      Fund Custody Accounts. As to the Fund, the Custodian shall
                  open and maintain in its trust department a custody account in
                  the name of the Company, subject only to draft or order of the
                  Custodian, in which the Custodian shall enter and carry all
                  Securities, cash and other assets of the Fund which are
                  delivered to it.

         3.3      Appointment of Agents.

                  (a)      In its discretion, the Custodian may appoint one or
                           more Sub-Custodians to act as Securities Depositories
                           or as sub-custodians to hold Securities and cash of
                           the Fund and to carry out such other provisions of
                           this Agreement as it may determine, provided,
                           however, that the appointment of any such agents and
                           maintenance of any Securities and cash of the Fund
                           shall be at the Custodian's expense and shall not
                           relieve the Custodian of any of its obligations or
                           liabilities under this Agreement.

                  (b)      If, after the initial approval of Sub-Custodians by
                           the Board of Directors in connection with this
                           Agreement, the Custodian wishes to appoint other
                           Sub-Custodians to hold property of the Fund, it will
                           so notify the Company and provide it with information
                           reasonably necessary to determine any such new
                           Sub-Custodian's eligibility under Rule 17f-5 under
                           the 1940 Act, including a copy of the proposed
                           agreement with such Sub-Custodian. The Company


                                       4
<PAGE>

                           shall at the meeting of the Board of Directors next
                           following receipt of such notice and information give
                           a written approval or disapproval of the proposed
                           action.

                  (c)      The Agreement between the Custodian and each
                           Sub-Custodian acting hereunder shall contain the
                           required provisions set forth in Rule 17f-5(c)(2).

                  (d)      At the end of each calendar quarter, the Custodian
                           shall provide written reports notifying the Board of
                           Directors of the placement of the Securities and cash
                           of the Fund with a particular Sub-Custodian and of
                           any material changes in the Fund's arrangements. The
                           Custodian shall promptly take such steps as may be
                           required to withdraw assets of the Fund from any
                           Sub-Custodian that has ceased to meet the
                           requirements of Rule 17f-5 under the 1940 Act.

                  (e)      With respect to its responsibilities under this
                           Section 3.3, the Custodian hereby warrants to the
                           Company that it agrees to exercise reasonable care,
                           prudence and diligence such as a person having
                           responsibility for the safekeeping of property of the
                           Fund would be expected to exercise. The Custodian
                           further warrants that the Fund's assets will be
                           subject to reasonable care, based on the standards
                           applicable to custodians in the relevant market, if
                           maintained with each Sub-Custodian, after considering
                           all factors relevant to the safekeeping of such
                           assets, including, without limitation: (i) the
                           Sub-Custodian's practices, procedures, and internal
                           controls, for certificated securities (if
                           applicable), the method of keeping custodial records,
                           and the security and data protection practices; (ii)
                           whether the Sub-Custodian has the requisite financial
                           strength to provide reasonable care for Fund assets;
                           (iii) the Sub-Custodian's general reputation and
                           standing and, in the case of a Securities Depository,
                           the Securities Depository's operating history and
                           number of participants; and (iv) whether the Fund
                           will have jurisdiction over and be able to enforce
                           judgments against the Sub-Custodian, such as by
                           virtue of the existence of any offices of the
                           Sub-Custodian in the United States or the
                           Sub-Custodian's consent to service of process in the
                           United States.

                  (f)      The Custodian shall establish a system to monitor the
                           appropriateness of maintaining the Fund's assets with
                           a particular Sub-Custodian and the contract governing
                           the Fund's arrangements with such Sub-Custodian.

         3.4      Delivery of Assets to Custodian. The Company shall deliver, or
                  cause to be delivered, to the Custodian all of the Fund's
                  Securities, cash and other assets, including (a) all payments
                  of income, payments of principal and capital distributions
                  received by the Fund with respect to such Securities, cash or
                  other assets owned by the Fund at any time during the period
                  of this Agreement, and (b) all cash received by the Fund for
                  the issuance, at any time during such period, of Shares. The
                  Custodian shall not be responsible for such Securities, cash
                  or other assets until actually received by it.


                                       5
<PAGE>

         3.5      Securities Depositories and Book-Entry Systems. The Custodian
                  may deposit and/or maintain Securities of the Fund in a
                  Securities Depository or in a Book-Entry System, subject to
                  the following provisions:

                  (a)      The Custodian, on an on-going basis, shall deposit in
                           a Securities Depository or Book-Entry System all
                           Securities eligible for deposit therein and shall
                           make use of such Securities Depository or Book-Entry
                           System to the extent possible and practical in
                           connection with its performance hereunder, including,
                           without limitation, in connection with settlements of
                           purchases and sales of Securities, loans of
                           Securities, and deliveries and returns of collateral
                           consisting of Securities.

                  (b)      Securities of the Fund kept in a Book-Entry System or
                           Securities Depository shall be kept in an account
                           ("Depository Account") of the Custodian in such
                           Book-Entry System or Securities Depository which
                           includes only assets held by the Custodian as a
                           fiduciary, custodian or otherwise for customers.

                  (c)      The records of the Custodian with respect to
                           Securities of the Fund maintained in a Book-Entry
                           System or Securities Depository shall, by book-entry,
                           identify such Securities as belonging to the Fund.

                  (d)      If Securities purchased by the Fund are to be held in
                           a Book-Entry System or Securities Depository, the
                           Custodian shall pay for such Securities upon (i)
                           receipt of advice from the Book-Entry System or
                           Securities Depository that such Securities have been
                           transferred to the Depository Account, and (ii) the
                           making of an entry on the records of the Custodian to
                           reflect such payment and transfer for the account of
                           the Fund. If Securities sold by the Fund are held in
                           a Book-Entry System or Securities Depository, the
                           Custodian shall transfer such Securities upon (i)
                           receipt of advice from the Book-Entry System or
                           Securities Depository that payment for such
                           Securities has been transferred to the Depository
                           Account, and (ii) the making of an entry on the
                           records of the Custodian to reflect such transfer and
                           payment for the account of the Fund.

                  (e)      The Custodian shall provide the Company with copies
                           of any report (obtained by the Custodian from a
                           Book-Entry System or Securities Depository in which
                           Securities of the Fund are kept) on the internal
                           accounting controls and procedures for safeguarding
                           Securities deposited in such Book-Entry System or
                           Securities Depository.

                  (f)      Anything to the contrary in this Agreement
                           notwithstanding, the Custodian shall be liable to the
                           Company for any loss or damage to the Fund resulting
                           (i) from the use of a Book-Entry System or Securities
                           Depository by reason of any negligence or willful
                           misconduct on the part of Custodian or any
                           Sub-Custodian appointed pursuant to Section 3.3 above
                           or any of its or their employees, or (ii) from
                           failure of Custodian or any such Sub-Custodian to
                           enforce effectively such rights as it may have
                           against a Book-Entry System or Securities Depository.
                           At its election, the Company shall be subrogated


                                       6
<PAGE>

                           to the rights of the Custodian with respect to any
                           claim against a Book-Entry System or Securities
                           Depository or any other person from any loss or
                           damage to the Fund arising from the use of such
                           Book-Entry System or Securities Depository, if and to
                           the extent that the Fund has not been made whole for
                           any such loss or damage.

                  (g)      With respect to its responsibilities under this
                           Section 3.5 and pursuant to Rule 17f-4 under the 1940
                           Act, the Custodian hereby warrants to the Company
                           that it agrees to (i) exercise due care in accordance
                           with reasonable commercial standards in discharging
                           its duty as a securities intermediary to obtain and
                           thereafter maintain such assets; (ii) provide,
                           promptly upon request by the Company, such reports as
                           are available concerning the Custodian's internal
                           accounting controls and financial strength; and (iii)
                           require any Sub-Custodian to exercise due care in
                           accordance with reasonable commercial standards in
                           discharging its duty as a securities intermediary to
                           obtain and thereafter maintain assets corresponding
                           to the security entitlements of its entitlement
                           holders.

         3.6      Disbursement of Moneys from Fund Custody Account. Upon receipt
                  of Proper Instructions, the Custodian shall disburse moneys
                  from the Fund Custody Account but only in the following cases:

                  (a)      For the purchase of Securities for the Fund but only
                           in accordance with Section 4.1 of this Agreement and
                           only (i) in the case of Securities (other than
                           options on Securities, futures contracts and options
                           on futures contracts), against the delivery to the
                           Custodian (or any Sub-Custodian appointed pursuant to
                           Section 3.3 above) of such Securities registered as
                           provided in Section 3.9 below or in proper form for
                           transfer, or if the purchase of such Securities is
                           effected through a Book-Entry System or Securities
                           Depository, in accordance with the conditions set
                           forth in Section 3.5 above; (ii) in the case of
                           options on Securities, against delivery to the
                           Custodian (or such Sub-Custodian) of such receipts as
                           are required by the customs prevailing among dealers
                           in such options; (iii) in the case of futures
                           contracts and options on futures contracts, against
                           delivery to the Custodian (or such Sub-Custodian) of
                           evidence of title thereto in favor of the Fund or any
                           nominee referred to in Section 3.9 below; and (iv) in
                           the case of repurchase or reverse repurchase
                           agreements entered into between the Company and a
                           bank which is a member of the Federal Reserve System
                           or between the Company and a primary dealer in U.S.
                           Government securities, against delivery of the
                           purchased Securities either in certificate form or
                           through an entry crediting the Custodian's account at
                           a Book-Entry System or Securities Depository with
                           such Securities;

                  (b)      In connection with the conversion, exchange or
                           surrender, as set forth in Section 3.7(f) below, of
                           Securities owned by the Fund;

                  (c)      For the payment of any dividends, return on capital
                           or capital gain distributions declared by the Fund;


                                       7
<PAGE>


                  (d)      In payment of the redemption or repurchase price of
                           Shares as provided in Section 5.1 below;

                  (e)      For the payment of any expense or liability incurred
                           by the Fund, including but not limited to the
                           following payments for the account of the Fund:
                           interest; taxes; administration, investment advisory,
                           accounting, auditing, transfer agent, custodian,
                           director and legal fees; and other operating expenses
                           of the Fund; in all cases, whether or not such
                           expenses are to be in whole or in part capitalized or
                           treated as deferred expenses;

                  (f)      For transfer in accordance with the provisions of any
                           agreement among the Company, the Custodian and a
                           broker-dealer registered under the 1934 Act and a
                           member of the NASD, relating to compliance with rules
                           of The Options Clearing Corporation and of any
                           registered national securities exchange (or of any
                           similar organization or organizations) regarding
                           escrow or other arrangements in connection with
                           transactions by the Fund;

                  (g)      For transfer in accordance with the provision of any
                           agreement among the Company, the Custodian, and a
                           futures commission merchant registered under the
                           Commodity Exchange Act, relating to compliance with
                           the rules of the Commodity Futures Trading Commission
                           and/or any contract market (or any similar
                           organization or organizations) regarding account
                           deposits in connection with transactions by the Fund;

                  (h)      For the funding of any uncertificated time deposit or
                           other interest-bearing account with any banking
                           institution (including the Custodian), which deposit
                           or account has a term of one year or less; and

                  (i)      For any other proper purpose, but only upon receipt,
                           in addition to Proper Instructions, of a copy of a
                           resolution of the Board of Directors, certified by an
                           Officer, specifying the amount and purpose of such
                           payment, declaring such purpose to be a proper
                           corporate purpose, and naming the person or persons
                           to whom such payment is to be made.

         3.7      Delivery of Securities from Fund Custody Account. Upon receipt
                  of Proper Instructions, the Custodian shall release and
                  deliver Securities from the Fund Custody Account but only in
                  the following cases:

                  (a)      Upon the sale of Securities for the account of the
                           Fund but only against receipt of payment therefor in
                           cash, by certified or cashiers check or bank credit;

                  (b)      In the case of a sale effected through a Book-Entry
                           System or Securities Depository, in accordance with
                           the provisions of Section 3.5 above;

                  (c)      To an offeror's depository agent in connection with
                           tender or other similar offers for Securities of the
                           Fund; provided that, in any such case, the cash or
                           other consideration is to be delivered to the
                           Custodian;


                                       8
<PAGE>


                  (d)      To the issuer thereof or its agent (i) for transfer
                           into the name of the Fund, the Custodian or any
                           Sub-Custodian appointed pursuant to Section 3.3
                           above, or of any nominee or nominees of any of the
                           foregoing, or (ii) for exchange for a different
                           number of certificates or other evidence representing
                           the same aggregate face amount or number of units;
                           provided that, in any such case, the new Securities
                           are to be delivered to the Custodian;

                  (e)      To the broker selling Securities, for examination in
                           accordance with the "street delivery" custom;

                  (f)      For exchange or conversion pursuant to any plan or
                           merger, consolidation, recapitalization,
                           reorganization or readjustment of the issuer of such
                           Securities, or pursuant to provisions for conversion
                           contained in such Securities, or pursuant to any
                           deposit agreement, including surrender or receipt of
                           underlying Securities in connection with the issuance
                           or cancellation of depository receipts; provided
                           that, in any such case, the new Securities and cash,
                           if any, are to be delivered to the Custodian;

                  (g)      Upon receipt of payment therefor pursuant to any
                           repurchase or reverse repurchase agreement entered
                           into by the Fund;

                  (h)      In the case of warrants, rights or similar
                           Securities, upon the exercise thereof, provided that,
                           in any such case, the new Securities and cash, if
                           any, are to be delivered to the Custodian;

                  (i)      For delivery in connection with any loans of
                           Securities of the Fund, but only against receipt of
                           such collateral as the Company shall have specified
                           to the Custodian in Proper Instructions;

                  (j)      For delivery as security in connection with any
                           borrowings by the Fund requiring a pledge of assets
                           by the Company, but only against receipt by the
                           Custodian of the amounts borrowed;

                  (k)      Pursuant to any authorized plan of liquidation,
                           reorganization, merger, consolidation or
                           recapitalization of the Company;

                  (l)      For delivery in accordance with the provisions of any
                           agreement among the Company, the Custodian and a
                           broker-dealer registered under the 1934 Act and a
                           member of the NASD, relating to compliance with the
                           rules of The Options Clearing Corporation and of any
                           registered national securities exchange (or of any
                           similar organization or organizations) regarding
                           escrow or other arrangements in connection with
                           transactions by the Fund;

                  (m)      For delivery in accordance with the provisions of any
                           agreement among the Company, the Custodian, and a
                           futures commission merchant registered under the
                           Commodity Exchange Act, relating to compliance with
                           the rules of the Commodity Futures Trading Commission
                           and/or any contract market


                                       9
<PAGE>

                           (or any similar organization or organizations)
                           regarding account deposits in connection with
                           transactions by the Fund; or

                  (n)      For any other proper corporate purpose, but only upon
                           receipt, in addition to Proper Instructions, of a
                           copy of a resolution of the Board of Directors,
                           certified by an Officer, specifying the Securities to
                           be delivered, setting forth the purpose for which
                           such delivery is to be made, declaring such purpose
                           to be a proper corporate purpose, and naming the
                           person or persons to whom delivery of such Securities
                           shall be made.

         3.8      Actions Not Requiring Proper Instructions. Unless otherwise
                  instructed by the Company, the Custodian shall with respect to
                  all Securities held for the Fund:

                  (a)      Subject to Section 7.4 below, collect on a timely
                           basis all income and other payments to which the Fund
                           is entitled either by law or pursuant to custom in
                           the securities business;

                  (b)      Present for payment and, subject to Section 7.4
                           below, collect on a timely basis the amount payable
                           upon all Securities which may mature or be called,
                           redeemed, or retired, or otherwise become payable;

                  (c)      Endorse for collection, in the name of the Fund,
                           checks, drafts and other negotiable instruments;

                  (d)      Surrender interim receipts or Securities in temporary
                           form for Securities in definitive form;

                  (e)      Execute, as custodian, any necessary declarations or
                           certificates of ownership under the federal income
                           tax laws or the laws or regulations of any other
                           taxing authority now or hereafter in effect, and
                           prepare and submit reports to the Internal Revenue
                           Service ("IRS") and to the Company at such time, in
                           such manner and containing such information as is
                           prescribed by the IRS;

                  (f)      Hold for the Fund, either directly or, with respect
                           to Securities held therein, through a Book-Entry
                           System or Securities Depository, all rights and
                           similar securities issued with respect to Securities
                           of the Fund; and

                  (g)      In general, and except as otherwise directed in
                           Proper Instructions, attend to all non-discretionary
                           details in connection with the sale, exchange,
                           substitution, purchase, transfer and other dealings
                           with Securities and assets of the Fund.

         3.9      Registration and Transfer of Securities. All Securities held
                  for the Fund that are issued or issuable only in bearer form
                  shall be held by the Custodian in that form, provided that any
                  such Securities shall be held in a Book-Entry System if
                  eligible therefor. All other Securities held for the Fund may
                  be registered in the name of the Fund, the Custodian, or any
                  Sub-Custodian appointed pursuant to Section 3.3


                                       10
<PAGE>

                  above, or in the name of any nominee of any of them, or in the
                  name of a Book-Entry System, Securities Depository or any
                  nominee of either thereof. The Company shall furnish to the
                  Custodian appropriate instruments to enable the Custodian to
                  hold or deliver in proper form for transfer, or to register in
                  the name of any of the nominees hereinabove referred to or in
                  the name of a Book-Entry System or Securities Depository, any
                  Securities registered in the name of the Fund.

         3.10     Records.

                  (a)      The Custodian shall maintain, for the Fund, complete
                           and accurate records with respect to Securities, cash
                           or other property held for the Fund, including (i)
                           journals or other records of original entry
                           containing an itemized daily record in detail of all
                           receipts and deliveries of Securities and all
                           receipts and disbursements of cash; (ii) ledgers (or
                           other records) reflecting (A) Securities in transfer,
                           (B) Securities in physical possession, (C) monies and
                           Securities borrowed and monies and Securities loaned
                           (together with a record of the collateral therefor
                           and substitutions of such collateral), (D) dividends
                           and interest received, and (E) dividends receivable
                           and interest receivable; and (iii) canceled checks
                           and bank records related thereto. The Custodian shall
                           keep such other books and records of the Fund as the
                           Company shall reasonably request, or as may be
                           required by the 1940 Act, including, but not limited
                           to, Section 31 of the 1940 Act and Rule 31a-2
                           promulgated thereunder.

                  (b)      All such books and records maintained by the
                           Custodian shall (i) be maintained in a form
                           acceptable to the Company and in compliance with
                           rules and regulations of the Securities and Exchange
                           Commission, (ii) be the property of the Company and
                           at all times during the regular business hours of the
                           Custodian be made available upon request for
                           inspection by duly authorized officers, employees or
                           agents of the Company and employees or agents of the
                           Securities and Exchange Commission, and (iii) if
                           required to be maintained by Rule 31a-1 under the
                           1940 Act, be preserved for the periods prescribed in
                           Rule 31a-2 under the 1940 Act.

         3.11     Fund Reports by Custodian. The Custodian shall furnish the
                  Company with a daily activity statement and a summary of all
                  transfers to or from the Fund Custody Account on the day
                  following such transfers. At least monthly and from time to
                  time, the Custodian shall furnish the Company with a detailed
                  statement of the Securities and moneys held by the Custodian
                  and the Sub-Custodians for the Fund under this Agreement.

         3.12     Other Reports by Custodian. The Custodian shall provide the
                  Company with such reports, as the Company may reasonably
                  request from time to time, on the internal accounting controls
                  and procedures for safeguarding Securities, which are employed
                  by the Custodian or any Sub-Custodian appointed pursuant to
                  Section 3.3 above.


                                       11
<PAGE>


         3.13     Proxies and Other Materials. The Custodian shall cause all
                  proxies relating to Securities which are not registered in the
                  name of the Fund, to be promptly executed by the registered
                  holder of such Securities, without indication of the manner in
                  which such proxies are to be voted, and shall promptly deliver
                  to the Company such proxies, all proxy soliciting materials
                  and all notices relating to such Securities.

         3.14     Information on Corporate Actions. The Custodian shall promptly
                  deliver to the Company all information received by the
                  Custodian and pertaining to Securities being held by the Fund
                  with respect to optional tender or exchange offers, calls for
                  redemption or purchase, or expiration of rights as described
                  in the Standards of Service Guide attached as Exhibit B. If
                  the Company desires to take action with respect to any tender
                  offer, exchange offer or other similar transaction, the
                  Company shall notify the Custodian at least five Business Days
                  prior to the date on which the Custodian is to take such
                  action. The Company will provide or cause to be provided to
                  the Custodian all relevant information for any Security which
                  has unique put/option provisions at least five Business Days
                  prior to the beginning date of the tender period.


                                   ARTICLE IV
                  PURCHASE AND SALE OF INVESTMENTS OF THE FUND

         4.1      Purchase of Securities. Promptly upon each purchase of
                  Securities for the Fund, Written Instructions shall be
                  delivered to the Custodian, specifying (a) the name of the
                  issuer or writer of such Securities, and the title or other
                  description thereof, (b) the number of shares, principal
                  amount (and accrued interest, if any) or other units
                  purchased, (c) the date of purchase and settlement, (d) the
                  purchase price per unit, (e) the total amount payable upon
                  such purchase, and (f) the name of the person to whom such
                  amount is payable. The Custodian shall upon receipt of such
                  Securities purchased by the Fund pay out of the moneys held
                  for the account of the Fund the total amount specified in such
                  Written Instructions to the person named therein. The
                  Custodian shall not be under any obligation to pay out moneys
                  to cover the cost of a purchase of Securities for the Fund, if
                  in the Fund Custody Account there is insufficient cash
                  available to the Fund for which such purchase was made.

         4.2      Liability for Payment in Advance of Receipt of Securities
                  Purchased. In any and every case where payment for the
                  purchase of Securities for the Fund is made by the Custodian
                  in advance of receipt of the Securities purchased but in the
                  absence of specified Written Instructions to so pay in
                  advance, the Custodian shall be liable to the Fund for such
                  Securities to the same extent as if the Securities had been
                  received by the Custodian.

         4.3      Sale of Securities. Promptly upon each sale of Securities by
                  the Fund, Written Instructions shall be delivered to the
                  Custodian, specifying (a) the name of the issuer or writer of
                  such Securities, and the title or other description thereof,
                  (b) the number of shares, principal amount (and accrued
                  interest, if any), or other units


                                       12
<PAGE>

                  sold, (c) the date of sale and settlement, (d) the sale price
                  per unit, (e) the total amount payable upon such sale, and (f)
                  the person to whom such Securities are to be delivered. Upon
                  receipt of the total amount payable to the Fund as specified
                  in such Written Instructions, the Custodian shall deliver such
                  Securities to the person specified in such Written
                  Instructions. Subject to the foregoing, the Custodian may
                  accept payment in such form as shall be satisfactory to it,
                  and may deliver Securities and arrange for payment in
                  accordance with the customs prevailing among dealers in
                  Securities.

         4.4      Delivery of Securities Sold. Notwithstanding Section 4.3 above
                  or any other provision of this Agreement, the Custodian, when
                  instructed to deliver Securities against payment, shall be
                  entitled, if in accordance with generally accepted market
                  practice, to deliver such Securities prior to actual receipt
                  of final payment therefor. In any such case, the Fund shall
                  bear the risk that final payment for such Securities may not
                  be made or that such Securities may be returned or otherwise
                  held or disposed of by or through the person to whom they were
                  delivered, and the Custodian shall have no liability for any
                  for the foregoing.

         4.5      Payment for Securities Sold, etc. In its sole discretion and
                  from time to time, the Custodian may credit the Fund Custody
                  Account, prior to actual receipt of final payment thereof,
                  with (i) proceeds from the sale of Securities which it has
                  been instructed to deliver against payment, (ii) proceeds from
                  the redemption of Securities or other assets of the Fund, and
                  (iii) income from cash, Securities or other assets of the
                  Fund. Any such credit shall be conditional upon actual receipt
                  by Custodian of final payment and may be reversed if final
                  payment is not actually received in full. The Custodian may,
                  in its sole discretion and from time to time, permit the Fund
                  to use funds so credited to the Fund Custody Account in
                  anticipation of actual receipt of final payment. Any such
                  funds shall be repayable immediately upon demand made by the
                  Custodian at any time prior to the actual receipt of all final
                  payments in anticipation of which funds were credited to the
                  Fund Custody Account.

         4.6      Advances by Custodian for Settlement. The Custodian may, in
                  its sole discretion and from time to time, advance funds to
                  the Company to facilitate the settlement of the Fund's
                  transactions in the Fund Custody Account. Any such advance
                  shall be repayable immediately upon demand made by Custodian.

                                    ARTICLE V
                            REDEMPTION OF FUND SHARES

                  5.1      Transfer of Funds. From such funds as may be
                           available for the purpose in the relevant Fund
                           Custody Account, and upon receipt of Proper
                           Instructions specifying that the funds are required
                           to redeem or repurchase Shares of the Fund, the
                           Custodian shall wire each amount specified in such
                           Proper Instructions to or through such bank or
                           broker-dealer as the Company may designate with
                           respect to such amount in such Proper Instructions.


                                       13
<PAGE>

         5.2      No Duty Regarding Paying Banks. Once the Custodian has wired
                  amounts to a bank or broker-dealer pursuant to Section 5.1
                  above, the Custodian shall not be under any obligation to
                  effect any further payment or distribution by such bank or
                  broker-dealer.

                                   ARTICLE VI
                               SEGREGATED ACCOUNTS

         Upon receipt of Proper Instructions, the Custodian shall establish and
maintain a segregated account or accounts for and on behalf of the Fund, into
which account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account,

                  (a)      in accordance with the provisions of any agreement
                           among the Company, the Custodian and a broker-dealer
                           registered under the 1934 Act and a member of the
                           NASD (or any futures commission merchant registered
                           under the Commodity Exchange Act), relating to
                           compliance with the rules of The Options Clearing
                           Corporation and of any registered national securities
                           exchange (or the Commodity Futures Trading Commission
                           or any registered contract market), or of any similar
                           organization or organizations, regarding escrow or
                           other arrangements in connection with transactions by
                           the Fund,

                  (b)      for purposes of segregating cash or Securities in
                           connection with securities options purchased or
                           written by the Fund or in connection with financial
                           futures contracts (or options thereon) purchased or
                           sold by the Fund,

                  (c)      which constitute collateral for loans of Securities
                           made by the Fund,

                  (d)      for purposes of compliance by the Fund with
                           requirements under the 1940 Act for the maintenance
                           of segregated accounts by registered investment
                           companies in connection with reverse repurchase
                           agreements and when-issued, delayed delivery and firm
                           commitment transactions, and

                  (e)      for other proper corporate purposes, but only upon
                           receipt of, in addition to Proper Instructions, a
                           certified copy of a resolution of the Board of
                           Directors, certified by an Officer, setting forth the
                           purpose or purposes of such segregated account and
                           declaring such purposes to be proper corporate
                           purposes.

         Each segregated account established under this Article VI shall be
established and maintained for the Fund only..


                                       14
<PAGE>


                                   ARTICLE VII
                            CONCERNING THE CUSTODIAN

         7.1      Standard of Care. The Custodian shall be held to the exercise
                  of reasonable care in carrying out its obligations under this
                  Agreement, and shall be without liability to the Company for
                  any loss, damage, cost, expense (including attorneys' fees and
                  disbursements), liability or claim unless such loss, damage,
                  cost, expense, liability or claim arises from negligence, bad
                  faith or willful misconduct on its part or on the part of any
                  Sub-Custodian appointed pursuant to Section 3.3 above. The
                  Custodian shall be entitled to rely on and may act upon advice
                  of counsel on all matters, and shall be without liability for
                  any action reasonably taken or omitted pursuant to such
                  advice. The Custodian shall promptly notify the Company of any
                  action taken or omitted by the Custodian pursuant to advice of
                  counsel. The Custodian shall not be under any obligation at
                  any time to ascertain whether the Company is in compliance
                  with the 1940 Act, the regulations thereunder, the provisions
                  of the Company's charter documents or by-laws, or its
                  investment objectives and policies as then in effect.

         7.2      Actual Collection Required. The Custodian shall not be liable
                  for, or considered to be the custodian of, any cash belonging
                  to the Fund or any money represented by a check, draft or
                  other instrument for the payment of money, until the Custodian
                  or its agents actually receive such cash or collect on such
                  instrument.

         7.3      No Responsibility for Title, etc. So long as and to the extent
                  that it is in the exercise of reasonable care, the Custodian
                  shall not be responsible for the title, validity or
                  genuineness of any property or evidence of title thereto
                  received or delivered by it pursuant to this Agreement.

         7.4      Limitation on Duty to Collect. Custodian shall not be required
                  to enforce collection, by legal means or otherwise, of any
                  money or property due and payable with respect to Securities
                  held for the Fund if such Securities are in default or payment
                  is not made after due demand or presentation.

         7.5      Reliance Upon Documents and Instructions. The Custodian shall
                  be entitled to rely upon any certificate, notice or other
                  instrument in writing received by it and reasonably believed
                  by it to be genuine. The Custodian shall be entitled to rely
                  upon any Oral Instructions and any Written Instructions
                  actually received by it pursuant to this Agreement.

         7.6      Express Duties Only. The Custodian shall have no duties or
                  obligations whatsoever except such duties and obligations as
                  are specifically set forth in this Agreement, and no covenant
                  or obligation shall be implied in this Agreement against the
                  Custodian.

         7.7      Co-operation. The Custodian shall cooperate with and supply
                  necessary information to the entity or entities appointed by
                  the Company to keep the books


                                       15
<PAGE>

                  of account of the Fund and/or compute the value of the assets
                  of the Fund. The Custodian shall take all such reasonable
                  actions as the Company may from time to time request to enable
                  the Company to obtain, from year to year, favorable opinions
                  from the Company's independent accountants with respect to the
                  Custodian's activities hereunder in connection with (a) the
                  preparation of the Company's reports on Form N-2, Form N-CSR
                  and Form N-SAR and any other reports required by the
                  Securities and Exchange Commission, and (b) the fulfillment by
                  the Company of any other requirements of the Securities and
                  Exchange Commission.

                                  ARTICLE VIII
                                 INDEMNIFICATION

         8.1      Indemnification by Company. The Company shall indemnify and
                  hold harmless the Custodian and any Sub-Custodian appointed
                  pursuant to Section 3.3 above, and any nominee of the
                  Custodian or of such Sub-Custodian, from and against any loss,
                  damage, cost, expense (including attorneys' fees and
                  disbursements), liability (including, without limitation,
                  liability arising under the Securities Act of 1933, the 1934
                  Act, the 1940 Act, and any state or foreign securities and/or
                  banking laws) or claim arising directly or indirectly (a) from
                  the fact that Securities are registered in the name of any
                  such nominee, or (b) from any action or inaction by the
                  Custodian or such Sub-Custodian (i) at the request or
                  direction of or in reliance on the advice of the Company, or
                  (ii) upon Proper Instructions, or (c) generally, from the
                  performance of its obligations under this Agreement or any
                  sub-custody agreement with a Sub-Custodian appointed pursuant
                  to Section 3.3 above, provided that neither the Custodian nor
                  any such Sub-Custodian shall be indemnified and held harmless
                  from and against any such loss, damage, cost, expense,
                  liability or claim arising from the Custodian's or such
                  Sub-Custodian's negligence, bad faith or willful misconduct.

         8.2      Indemnification by Custodian. The Custodian shall indemnify
                  and hold harmless the Company from and against any loss,
                  damage, cost, expense (including attorneys' fees and
                  disbursements), liability (including without limitation,
                  liability arising under the Securities Act of 1933, the 1934
                  Act, the 1940 Act, and any state or foreign securities and/or
                  banking laws) or claim arising from the negligence, bad faith
                  or willful misconduct of the Custodian or any Sub-Custodian
                  appointed pursuant to Section 3.3 above, or any nominee of the
                  Custodian or of such Sub-Custodian.

         8.3      Indemnity to be Provided. If the Company requests the
                  Custodian to take any action with respect to Securities, which
                  may, in the opinion of the Custodian, result in the Custodian
                  or its nominee becoming liable for the payment of money or
                  incurring liability of some other form, the Custodian shall
                  not be required to take such action until the Company shall
                  have provided indemnity therefor to the Custodian in an amount
                  and form satisfactory to the Custodian.


                                       16
<PAGE>

         8.4      Security. If the Custodian advances cash or Securities to the
                  Fund for any purpose, either at the Company's request or as
                  otherwise contemplated in this Agreement, or in the event that
                  the Custodian has not received payment due for its services
                  under this Agreement, then, in any such event, any property at
                  any time held for the account of the Fund shall be security
                  therefor, and should the Fund fail promptly to repay or
                  indemnify the Custodian, the Custodian shall be entitled to
                  utilize available cash of such Fund and to dispose of other
                  assets of such Fund to the extent necessary to obtain
                  reimbursement or indemnification.

                                   ARTICLE IX
                                  FORCE MAJEURE

         Neither the Custodian nor the Company shall be liable for any failure
or delay in performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian in the event of a failure
or delay (i) shall not discriminate against the Fund in favor of any other
customer of the Custodian in making computer time and personnel available to
input or process the transactions contemplated by this Agreement and (ii) shall
use its best efforts to ameliorate the effects of any such failure or delay.

                                    ARTICLE X
                          EFFECTIVE PERIOD; TERMINATION

         10.1     Effective Period. This Agreement shall become effective as of
                  its execution and shall continue in full force and effect
                  until terminated as hereinafter provided.

         10.2     Termination. Either party hereto may terminate this Agreement
                  by giving to the other party a notice in writing specifying
                  the date of such termination, which shall be not less than
                  sixty (60) days after the date of the giving of such notice.
                  If a successor custodian shall have been appointed by the
                  Board of Directors, the Custodian shall, upon receipt of a
                  notice of acceptance by the successor custodian, on such
                  specified date of termination (a) deliver directly to the
                  successor custodian all Securities (other than Securities held
                  in a Book-Entry System or Securities Depository) and cash then
                  owned by the Fund and held by the Custodian as custodian, and
                  (b) transfer any Securities held in a Book-Entry System or
                  Securities Depository to an account of or for the benefit of
                  the Fund at the successor custodian, provided that the Company
                  shall have paid to the Custodian all fees, expenses and other
                  amounts to the payment or reimbursement of which it shall then
                  be entitled. Upon such delivery and transfer, the Custodian
                  shall be relieved of all obligations under this Agreement. The
                  Company may at any time immediately terminate this Agreement
                  in the event of the appointment of


                                       17
<PAGE>

                  a conservator or receiver for the Custodian by regulatory
                  authorities or upon the happening of a like event at the
                  direction of an appropriate regulatory agency or court of
                  competent jurisdiction.

         10.3     Failure to Appoint Successor Custodian. If a successor
                  custodian is not designated by the Company on or before the
                  date of termination specified pursuant to Section 10.1 above,
                  then the Custodian shall have the right to deliver to a bank
                  or trust company of its own selection, which (a) is a "bank"
                  as defined in the 1940 Act and (b) has aggregate capital,
                  surplus and undivided profits as shown on its then most recent
                  published report of not less than $25 million, all Securities,
                  cash and other property held by Custodian under this Agreement
                  and to transfer to an account of or for the Fund at such bank
                  or trust company all Securities of the Fund held in a
                  Book-Entry System or Securities Depository. Upon such delivery
                  and transfer, such bank or trust company shall be the
                  successor custodian under this Agreement and the Custodian
                  shall be relieved of all obligations under this Agreement.

                                   ARTICLE XI
                            COMPENSATION OF CUSTODIAN

         The Custodian shall be entitled to compensation as agreed upon from
time to time by the Company and the Custodian. The fees and other charges in
effect on the date hereof and applicable to the Fund are set forth in Exhibit C
attached hereto.

                                   ARTICLE XII
                             LIMITATION OF LIABILITY

         It is expressly agreed that the obligations of the Company hereunder
shall not be binding upon any of the Directors, shareholders, nominees,
officers, agents or employees of the Company personally, but shall bind only the
property of the Company as provided in the Company's Articles of Incorporation,
as from time to time amended. The execution and delivery of this Agreement have
been authorized by the Directors, and this Agreement has been signed and
delivered by an authorized officer of the Company, acting as such, and neither
such authorization by the Directors nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the property
of the Company as provided in the above-mentioned Articles of Incorporation.

                                  ARTICLE XIII
                                     NOTICES

         Any notice required or permitted to be given by either party to the
other shall be in writing and shall be deemed to have been given on the date
delivered personally or by courier service, or three (3) days after sent by
registered or certified mail, postage prepaid, return receipt requested, or on
the date sent and confirmed received by facsimile transmission to the other
party's address set forth below:


                                       18
<PAGE>

         Notice to the Company shall be sent to:

         Tortoise Capital Advisors
         233 West 47th Street
         Kansas City, MO  64112

         and notice to the Custodian shall be sent to:

         U.S. Bank National Association
         425 Walnut Street, M.L. CN-OH-W6TC
         Cincinnati, Ohio 45202
         Attention: Mutual Fund Custody Services
         Facsimile: (651) 767-9164


or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIII.


                                   ARTICLE XIV
                                  MISCELLANEOUS

         14.1     Governing Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of Ohio.

         14.2     References to Custodian. The Company shall not circulate any
                  printed matter which contains any reference to Custodian
                  without the prior written approval of Custodian, excepting
                  printed matter contained in the prospectus or statement of
                  additional information for the Fund and such other printed
                  matter as merely identifies Custodian as custodian for the
                  Fund. The Company shall submit printed matter requiring
                  approval to Custodian in draft form, allowing sufficient time
                  for review by Custodian and its counsel prior to any deadline
                  for printing.

         14.3     No Waiver. No failure by either party hereto to exercise, and
                  no delay by such party in exercising, any right hereunder
                  shall operate as a waiver thereof. The exercise by either
                  party hereto of any right hereunder shall not preclude the
                  exercise of any other right, and the remedies provided herein
                  are cumulative and not exclusive of any remedies provided at
                  law or in equity.

         14.4     Amendments. This Agreement cannot be changed orally and no
                  amendment to this Agreement shall be effective unless
                  evidenced by an instrument in writing executed by the parties
                  hereto.


                                       19
<PAGE>

         14.5     Counterparts. This Agreement may be executed in one or more
                  counterparts, and by the parties hereto on separate
                  counterparts, each of which shall be deemed an original but
                  all of which together shall constitute but one and the same
                  instrument.

         14.6     Severability. If any provision of this Agreement shall be
                  invalid, illegal or unenforceable in any respect under any
                  applicable law, the validity, legality and enforceability of
                  the remaining provisions shall not be affected or impaired
                  thereby.

         14.7     Successors and Assigns. This Agreement shall be binding upon
                  and shall inure to the benefit of the parties hereto and their
                  respective successors and assigns; provided, however, that
                  this Agreement shall not be assignable by either party hereto
                  without the written consent of the other party hereto.

         14.8     Headings. The headings of sections in this Agreement are for
                  convenience of reference only and shall not affect the meaning
                  or construction of any provision of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the date
first above written.

TORTOISE ENERGY INFRASTRUCTURE                   U.S. BANK NATIONAL ASSOCIATION
CORPORATION
By: /s/ David J. Schulte                         By: /s/ Joe D. Redwine
    --------------------------                       ---------------------------
Title: CEO & President                           Title: President
       -----------------------                          ------------------------


                                       20
<PAGE>


                                    EXHIBIT A

                               AUTHORIZED PERSONS


         Set forth below are the names and specimen signatures of the persons
authorized by the Company to administer the Fund Custody Accounts.

Authorized Persons                              Specimen Signatures
------------------                              -------------------

President:                                      /s/ David J. Schulte
                                                --------------------------------


Secretary:                                      /s/ Zachary A. Hamel
                                                --------------------------------


Treasurer:                                      /s/ Terry Matlack
                                                --------------------------------


Assistant Treasurer:                            /s/ Kenneth P. Malvey
                                                --------------------------------


Adviser Employees:
                                                --------------------------------


                                                --------------------------------


                                                --------------------------------


                                                --------------------------------


                                                --------------------------------



Transfer Agent/Fund Accountant Employees:       /s/ Andy P. Chica
                                                --------------------------------


                                                --------------------------------


                                                --------------------------------


                                                --------------------------------


                                       21
<PAGE>


                                    EXHIBIT B



                      USBANK INSTITUTIONAL CUSTODY SERVICES
                           STANDARDS OF SERVICE GUIDE



         USBank, N.A. is committed to providing superior quality service to all
customers and their agents at all times. We have compiled this guide as a tool
for our clients to determine our standards for the processing of security
settlements, payment collection, and capital change transactions. Deadlines
recited in this guide represent the times required for USBank to guarantee
processing. Failure to meet these deadlines will result in settlement at our
client's risk. In all cases, USBank will make every effort to complete all
processing on a timely basis.

         USBank is a direct participant of the Depository Trust Company, a
direct member of the Federal Reserve Bank of Cleveland, and utilizes the Bank of
New York as its agent for ineligible and foreign securities.

         For corporate reorganizations, USBank utilizes SEI's Reorg Source,
Financial Information, Inc., XCITEK, DTC Important Notices, Capital Changes
Daily (CCH) and the Wall Street Journal.

         For bond calls and mandatory puts, USBank utilizes SEI's Bond Source,
Kenny Information Systems, Standard & Poor's Corporation, XCITEK, and DTC
Important Notices. USBank will not notify clients of optional put opportunities.

         Any securities delivered free to USBank or its agents must be received
three (3) business days prior to any payment or settlement in order for the
USBank standards of service to apply.

         Should you have any questions regarding the information contained in
this guide, please feel free to contact your account representative.


            The information contained in this Standards of Service Guide
            is subject to change. Should any changes be made USBank will
            provide you with an updated copy of its Standards of Service
            Guide.



                                       22
<PAGE>


                      USBANK SECURITY SETTLEMENT STANDARDS

<TABLE>
<CAPTION>


TRANSACTION TYPE                             INSTRUCTIONS DEADLINES*                  DELIVERY INSTRUCTIONS
<S>                                          <C>                                      <C>
DTC                                          1:30 P.M. on Settlement Date             DTC Participant #2803
                                                                                      Agent Bank ID 27895
                                                                                      Institutional #________________
                                                                                      For Account #____________

Federal Reserve Book Entry                   12:30 P.M. on Settlement Date            Federal Reserve Bank of Cleveland
                                                                                      for Firstar Bank, N.A.  ABA# 042000013
                                                                                      CINTI/1050
                                                                                      For Account #_____________

Federal Reserve Book Entry                   1:00 P.M. on Settlement Date             Federal Reserve Bank of Cleveland
(Repurchase Agreement Collateral Only)                                                for Firstar Bank, N.A.   ABA# 042000013
                                                                                      CINTI/1040
                                                                                      For Account #_____________

PTC Securities                               12:00 P.M. on Settlement Date            PTC For Account BYORK
(GNMA Book Entry)                                                                     Firstar Bank / 117612

Physical Securities                          9:30 A.M. EST on Settlement Date         Bank of New York
                                             (for Deliveries, by 4:00 P.M. on         One Wall Street- 3rd Floor - Window A
                                             Settlement Date minus 1)                 New York, NY  10286
                                                                                      For account of Firstar Bank / Cust #117612
                                                                                      Attn: Donald Hoover


CEDEL/EURO-CLEAR                             11:00 A..M. on  Settlement Date          Cedel a/c 55021
                                             minus 2                                  FFC: a/c 387000
                                                                                      Firstar Bank /Global Omnibus

                                                                                      Euroclear a/c 97816
                                                                                      FFC:  a/c 387000
                                                                                      Firstar Bank/Global Omnibus

Cash Wire Transfer                           3:00 P.M.                                Firstar Bank, N.A. Cinti/Trust ABA# 042000013
                                                                                      Credit Account #112950027
                                                                                         Account of Firstar Trust Services
                                                                                         Further Credit to ___________
                                                                                         Account # _______________
*  All times listed are Eastern Standard Time.

</TABLE>

                                       23
<PAGE>



                            USBANK PAYMENT STANDARDS

<TABLE>
<CAPTION>

SECURITY TYPE                                   INCOME                         PRINCIPAL
<S>                                             <C>                            <C>

Equities                                        Payable Date

Municipal Bonds*                                Payable Date                   Payable Date

Corporate Bonds*                                Payable Date                   Payable Date

Federal Reserve Bank Book Entry*                Payable Date                   Payable Date

PTC GNMA's (P&I)                                Payable Date + 1               Payable Date + 1

CMOs *
     DTC                                        Payable Date + 1               Payable Date + 1
     Bankers Trust                              Payable Date + 1               Payable Date + 1

SBA Loan Certificates                           When Received                  When Received

Unit Investment Trust Certificates*             Payable Date                   Payable Date

Certificates of Deposit*                        Payable Date + 1               Payable Date + 1

Limited Partnerships                            When Received                  When Received

Foreign Securities                              When Received                  When Received

*Variable Rate Securities
     Federal Reserve Bank Book Entry            Payable Date                   Payable Date
     DTC                                        Payable Date + 1               Payable Date + 1
     Bankers Trust                              Payable Date + 1               Payable Date + 1


         NOTE:    If a payable date falls on a weekend or bank holiday, payment
                  will be made on the immediately following business day.
</TABLE>


                                       24
<PAGE>



                    USBANK CORPORATE REORGANIZATION STANDARDS

<TABLE>
<CAPTION>

TYPE OF ACTION                    NOTIFICATION TO CLIENT                       DEADLINE FOR CLIENT              TRANSACTION POSTING
                                                                               INSTRUCTIONS
                                                                               TO USBANK
<S>                               <C>                                           <C>                              <C>
Rights, Warrants,                 Later of 10 business days prior to           5 business days prior to
and Optional Mergers              expiration or receipt of notice              expiration                       Upon receipt

Mandatory Puts with               Later of 10 business days prior to           5 business days prior to
Option to Retain                  expiration or receipt of notice              expiration                       Upon receipt
                                                                               5 business days prior to
Class Actions                     10 business days prior to expiration date    expiration                       Upon receipt

Voluntary Tenders,                Later of 10 business days prior to           5 business days prior to
Exchanges,                        expiration or receipt of notice              expiration                       Upon receipt
and Conversions

Mandatory Puts, Defaults,         At posting of funds or securities received   None                             Upon receipt
Liquidations, Bankruptcies,
Stock Splits, Mandatory
Exchanges

Full and Partial Calls            Later of 10 business days prior to           None                             Upon receipt
                                  expiration or receipt of notice

         NOTE:    Fractional shares/par amounts resulting from any of the above
                  will be sold.
</TABLE>


                                       25
<PAGE>


                                    EXHIBIT C

--------------------------------------------------------------------------------

                            DOMESTIC CUSTODY SERVICES
                               ANNUAL FEE SCHEDULE

--------------------------------------------------------------------------------


Annual fee based upon market value per fund*:
---------------------------------------------
1.5 basis points on the first $100 million
1 basis point on the balance
Minimum annual fee per fund - $4,800

Portfolio Transaction Fees
--------------------------
$ 5.00 per disbursement (waived if U.S. Bancorp is Administrator)
$ 7.00 per US Bank repurchase agreement transaction
$ 9.00 per book entry security (depository or Federal Reserve system) and non-US
Bank repurchase agrmt
$25.00 per portfolio transaction processed through our New
York custodian definitive security (physical)
$ 8.00 per principal paydown
$15.00 per option/future contract written, exercised or expired
$50.00 per Cedel/Euroclear transaction
$15.00 per mutual fund trade
$15.00 per Fed Wire
$15.00 per margin variation Fed wire
$ 6.00 per short sale
$150.00 per segregated account per year

A transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.

No charge for the initial conversion free receipt.

Overdrafts - charged to the account at prime interest rate plus 2.

Plus out-of-pocket expenses, and extraordinary expenses based upon complexity,
including items such as shipping fees or transfer fees.

Fees are billed monthly.

* Subject to CPI increase, Milwaukee MSA.
--------------------------------------------------------------------------------


                                       26


</TEXT>
</DOCUMENT>
