<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>14
<FILENAME>exk-3_061804.txt
<DESCRIPTION>EXHIBIT K-3
<TEXT>
                                                                     EXHIBIT K.3

                      FUND ACCOUNTING SERVICING AGREEMENT

         THIS AGREEMENT is made and entered into as of this 12th day of
December, 2003, by and between, TORTOISE ENERGY INFRASTRUCTURE CORPORATION, a
Maryland corporation (the "Company" or "Fund") and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company ("USBFS").

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

         WHEREAS, USBFS is, among other things, in the business of providing
mutual fund accounting services to investment companies; and

         WHEREAS, the Company desires to retain USBFS to provide accounting
services to the Company.

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

1.       APPOINTMENT OF USBFS AS FUND ACCOUNTANT

         The Company hereby appoints USBFS as fund accountant of the Company on
         the terms and conditions set forth in this Agreement, and USBFS hereby
         accepts such appointment and agrees to perform the services and duties
         set forth in this Agreement.

2.       SERVICES AND DUTIES OF USBFS

         USBFS shall provide the following fund accounting services for the
         Fund, including but not limited to:

         A.       Portfolio Accounting Services:

                  (1)      Maintain portfolio records on a trade date+1 basis
                           using security trade information communicated from
                           the investment adviser.

                  (2)      For each valuation date, obtain prices from a pricing
                           source approved by the Board of Directors of the
                           Company (the "Board of Directors" or the "Directors")
                           and apply those prices to the portfolio positions.
                           For those securities where market quotations are not
                           readily available, the Board of Directors shall
                           approve, in good faith, procedures for determining
                           the fair value for such securities.

                                       1

<PAGE>

                  (3)      Identify interest and dividend accrual balances as of
                           each valuation date and calculate gross earnings on
                           investments for the accounting period.

                  (4)      Determine gain/loss on security sales and identify
                           them as short-term or long-term; account for periodic
                           distributions of gains or losses to shareholders and
                           maintain undistributed gain or loss balances as of
                           each valuation date.

         B.       Expense Accrual and Payment Services:

                  (1)      For each valuation date, calculate the expense
                           accrual amounts as directed by the Company as to
                           methodology, rate or dollar amount.

                  (2)      Record payments for Fund expenses upon receipt of
                           written authorization from the Company.

                  (3)      Account for Fund expenditures and maintain expense
                           accrual balances at the level of accounting detail,
                           as agreed upon by USBFS and the Company.

                  (4)      Provide expense accrual and payment reporting.

         C.       Fund Valuation and Financial Reporting Services:

                  (1)      Account for Fund share repurchases, tenders, sales,
                           exchanges, transfers, dividend reinvestments, and
                           other Fund share activity as reported by the Fund's
                           transfer agent on a timely basis.

                  (2)      Determine net investment income (earnings) for the
                           Fund as of each valuation date. Account for periodic
                           distributions of earnings to shareholders and
                           maintain undistributed net investment income balances
                           as of each valuation date.

                  (3)      Maintain a general ledger and other accounts, books,
                           and financial records for the Fund in the form as
                           agreed upon.

                  (4)      Determine the net asset value of the Fund according
                           to the accounting policies and procedures set forth
                           in the Fund's Prospectus.

                  (5)      Calculate per share net asset value, per share net
                           earnings, and other per share amounts reflective of
                           Fund operations at such time as required by the
                           nature and characteristics of the Fund.

                  (6)      Communicate, at an agreed upon time, the per share
                           price for each valuation date to parties as agreed
                           upon from time to time.

                                       2

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                  (7)      Prepare monthly reports that document the adequacy of
                           accounting detail to support month-end ledger
                           balances.

         D.       Tax Accounting Services:

                  (1)      Maintain accounting records for the investment
                           portfolio of the Fund to support the tax reporting
                           required for IRS-defined regulated investment
                           companies.

                  (2)      Maintain tax lot detail for the Fund's investment
                           portfolio.

                  (3)      Calculate taxable gain/loss on security sales using
                           the tax lot relief method designated by the Company.

                  (4)      Provide the necessary financial information to
                           support the taxable components of income and capital
                           gains distributions to the Fund's transfer agent to
                           support tax reporting to the shareholders.

         E.       Compliance Control Services:

                  (1)      Support reporting to regulatory bodies and support
                           financial statement preparation by making the Fund's
                           accounting records available to the Company, the
                           Securities and Exchange Commission (the "SEC"), and
                           the outside auditors.

                  (2)      Maintain accounting records according to the 1940 Act
                           and regulations provided thereunder.

         F.       USBFS will perform the following accounting functions on a
                  daily basis:

                  (1)      Reconcile cash and investment balances of the Fund
                           with the Fund's custodian, and provide the Fund's
                           investment adviser with the beginning cash balance
                           available for investment purposes.

                  (2)      Transmit or mail a copy of the portfolio valuation to
                           the Fund's investment adviser.

                  (3)      Review the impact of current day's activity on a per
                           share basis, and review changes in market value.

         G.       In addition, USBFS will:

                  (1)      Prepare monthly security transactions listings.

                                       3

<PAGE>

                  (2)      Supply various Company, Fund and class statistical
                           data as requested by the Company on an ongoing basis.

         3.       PRICING OF SECURITIES

                  For each valuation date, USBFS shall obtain prices from a
                  pricing source recommended by USBFS and approved by Fund's
                  investment adviser and ratified by the Board of Directors and
                  apply those prices to the portfolio positions of the Fund. For
                  those securities where market quotations are not readily
                  available, the Board of Directors shall approve, in good
                  faith, procedures for determining the fair value for such
                  securities.

                  If the Company desires to provide a price that varies from the
                  pricing source, the Company shall promptly notify and supply
                  USBFS with the valuation of any such security on each
                  valuation date. All pricing changes made by the Company will
                  be in writing and must specifically identify the securities to
                  be changed by CUSIP, name of security, new price or rate to be
                  applied, and, if applicable, the time period for which the new
                  price(s) is/are effective.

         4.       CHANGES IN ACCOUNTING PROCEDURES

                  Any resolution passed by the Board of Directors that affects
                  accounting practices and procedures under this Agreement shall
                  be effective upon receipt of written notice thereof by USBFS.

         5.       CHANGES IN EQUIPMENT, SYSTEMS, SERVICE, ETC.

                  USBFS reserves the right to make changes from time to time, as
                  it deems advisable, relating to its services, systems,
                  programs, rules, operating schedules and equipment, so long as
                  such changes do not adversely affect the service provided to
                  the Company under this Agreement.

         6.       COMPENSATION

                  USBFS shall be compensated for providing the services set
                  forth in this Agreement in accordance with the fee schedule
                  set forth on Exhibit A hereto (as amended from time to time).
                  The Company shall pay all fees and reimbursable expenses
                  within thirty (30) calendar days following receipt of the
                  billing notice, except for any fee or expense subject to a
                  good faith dispute. The Company shall notify USBFS in writing
                  within thirty (30) calendar days following receipt of each
                  invoice if the Company is disputing any amounts in good faith.
                  The Company shall settle such disputed amounts within ten (10)
                  calendar days of the day on which the parties agree to the
                  amount to be paid. With the exception of any fee or expense
                  the Company is disputing in good faith as set forth above,
                  unpaid invoices shall accrue a finance charge of one and
                  one-half percent (1 1/2%) per month, after the due date.

                                       4

<PAGE>

         7.       INDEMNIFICATION; LIMITATION OF LIABILITY

                  A.       USBFS shall exercise reasonable care in the
                           performance of its duties under this Agreement. USBFS
                           shall not be liable for any error of judgment or
                           mistake of law or for any loss suffered by the
                           Company in connection with matters to which this
                           Agreement relates, including losses resulting from
                           mechanical breakdowns or the failure of communication
                           or power supplies beyond USBFS's control, except a
                           loss arising out of or relating to USBFS's refusal or
                           failure to comply with the terms of this Agreement or
                           from bad faith, negligence, or willful misconduct on
                           its part in the performance of its duties under this
                           Agreement. Notwithstanding any other provision of
                           this Agreement, if USBFS has exercised reasonable
                           care in the performance of its duties under this
                           Agreement, the Company shall indemnify and hold
                           harmless USBFS from and against any and all claims,
                           demands, losses, expenses, and liabilities of any and
                           every nature (including reasonable attorneys" fees)
                           that USBFS may sustain or incur or that may be
                           asserted against USBFS by any person arising out of
                           any action taken or omitted to be taken by it in
                           performing the services hereunder, except for any and
                           all claims, demands, losses, expenses, and
                           liabilities arising out of or relating to USBFS's
                           refusal or failure to comply with the terms of this
                           Agreement or from bad faith, negligence or from
                           willful misconduct on its part in performance of its
                           duties under this Agreement, (i) in accordance with
                           the foregoing standards, or (ii) in reliance upon any
                           written or oral instruction provided to USBFS by any
                           duly authorized officer of the Company, such duly
                           authorized officer to be included in a list of
                           authorized officers furnished to USBFS and as amended
                           from time to time in writing by resolution of the
                           Board of Directors.

                           USBFS shall indemnify and hold the Company harmless
                           from and against any and all claims, demands, losses,
                           expenses, and liabilities of any and every nature
                           (including reasonable attorneys" fees) that the
                           Company may sustain or incur or that may be asserted
                           against the Company by any person arising out of any
                           action taken or omitted to be taken by USBFS as a
                           result of USBFS's refusal or failure to comply with
                           the terms of this Agreement, its bad faith,
                           negligence, or willful misconduct.

                           In the event of a mechanical breakdown or failure of
                           communication or power supplies beyond its control,
                           USBFS shall take all reasonable steps to minimize
                           service interruptions for any period that such
                           interruption continues beyond USBFS's control. USBFS
                           will make every reasonable effort to restore any lost
                           or damaged data and correct any errors resulting from
                           such a breakdown at the expense of USBFS. USBFS
                           agrees that it shall, at all times, have reasonable
                           contingency plans with appropriate parties, making
                           reasonable provision for emergency use of electrical
                           data processing equipment to the extent appropriate
                           equipment is available. Representatives of the
                           Company shall be entitled to inspect USBFS's premises
                           and operating capabilities at any time during regular
                           business hours of USBFS, upon reasonable notice to
                           USBFS.

                                       5

<PAGE>

                           Notwithstanding the above, USBFS reserves the right
                           to reprocess and correct administrative errors at its
                           own expense.

                  B.       In order that the indemnification provisions
                           contained in this section shall apply, it is
                           understood that if in any case the indemnitor may be
                           asked to indemnify or hold the indemnitee harmless,
                           the indemnitor shall be fully and promptly advised of
                           all pertinent facts concerning the situation in
                           question, and it is further understood that the
                           indemnitee will use all reasonable care to notify the
                           indemnitor promptly concerning any situation that
                           presents or appears likely to present the probability
                           of a claim for indemnification. The indemnitor shall
                           have the option to defend the indemnitee against any
                           claim that may be the subject of this
                           indemnification. In the event that the indemnitor so
                           elects, it will so notify the indemnitee and
                           thereupon the indemnitor shall take over complete
                           defense of the claim, and the indemnitee shall in
                           such situation initiate no further legal or other
                           expenses for which it shall seek indemnification
                           under this section. Indemnitee shall in no case
                           confess any claim or make any compromise in any case
                           in which the indemnitor will be asked to indemnify
                           the indemnitee except with the indemnitor's prior
                           written consent.

8.       PROPRIETARY AND CONFIDENTIAL INFORMATION

         USBFS agrees on behalf of itself and its directors, officers, and
         employees to treat confidentially and as proprietary information of the
         Company all records and other information relative to the Company and
         prior, present, or potential shareholders of the Company (and clients
         of said shareholders), and not to use such records and information for
         any purpose other than the performance of its responsibilities and
         duties hereunder, except after prior notification to and approval in
         writing by the Company, which approval shall not be unreasonably
         withheld and may not be withheld where USBFS may be exposed to civil or
         criminal contempt proceedings for failure to comply, when requested to
         divulge such information by duly constituted authorities, or when so
         requested by the Company.

         Further, USBFS will adhere to the privacy policies adopted by the
         Company pursuant to Title V of the Gramm-Leach-Bliley Act, as may be
         modified from time to time (the "Act"). Notwithstanding the foregoing,
         USBFS will not share any nonpublic personal information concerning any
         of the Company's shareholders to any third party unless specifically
         directed by the Company or allowed under one of the exceptions noted
         under the Act.

9.       TERM OF AGREEMENT; AMENDMENT

         This Agreement shall become effective as of the date first written
         above and will continue in effect for a period of one year. Subsequent
         to the initial one-year term, this Agreement may be terminated by
         either party upon giving ninety (90) days prior written notice to the

                                       6

<PAGE>

         other party or such shorter period as is mutually agreed upon by the
         parties. However, this Agreement may be amended by mutual written
         consent of the parties.

10.      RECORDS

         USBFS shall keep records relating to the services to be performed
         hereunder in the form and manner, and for such period, as it may deem
         advisable and is agreeable to the Company, but not inconsistent with
         the rules and regulations of appropriate government authorities, in
         particular, Section 31 of the 1940 Act and the rules thereunder. USBFS
         agrees that all such records prepared or maintained by USBFS relating
         to the services to be performed by USBFS hereunder are the property of
         the Company and will be preserved, maintained, and made available in
         accordance with such applicable sections and rules of the 1940 Act and
         will be promptly surrendered to the Company on and in accordance with
         its request.

11.      GOVERNING LAW

         This Agreement shall be construed in accordance with the laws of the
         State of Wisconsin, without regard to conflicts of law principles. To
         the extent that the applicable laws of the State of Wisconsin, or any
         of the provisions herein, conflict with the applicable provisions of
         the 1940 Act, the latter shall control, and nothing herein shall be
         construed in a manner inconsistent with the 1940 Act or any rule or
         order of the SEC thereunder.

12.      DUTIES IN THE EVENT OF TERMINATION

         In the event that, in connection with termination, a successor to any
         of USBFS's duties or responsibilities hereunder is designated by the
         Company by written notice to USBFS, USBFS will promptly, upon such
         termination and at the expense of the Company, transfer to such
         successor all relevant books, records, correspondence and other data
         established or maintained by USBFS under this Agreement in a form
         reasonably acceptable to the Company (if such form differs from the
         form in which USBFS has maintained the same, the Company shall pay any
         expenses associated with transferring the same to such form), and will
         cooperate in the transfer of such duties and responsibilities,
         including provision for assistance from USBFS's personnel in the
         establishment of books, records and other data by such successor.

13.      NO AGENCY RELATIONSHIP

         Nothing herein contained shall be deemed to authorize or empower USBFS
         to act as agent for the other party to this Agreement, or to conduct
         business in the name, or for the account, of the other party to this
         Agreement.

                                       7

<PAGE>

14.      DATA NECESSARY TO PERFORM SERVICES

         The Company or its agent shall furnish to USBFS the data necessary to
         perform the services described herein at such times and in such form as
         mutually agreed upon. If USBFS is also acting in another capacity for
         the Company, nothing herein shall be deemed to relieve USBFS of any of
         its obligations in such capacity.

15.      NOTIFICATION OF ERROR

         The Company will notify USBFS of any discrepancy between USBFS and the
         Company, including, but not limited to, failing to account for a
         security position in the fund's portfolio, by the later of: within
         three (3) business days after receipt of any reports rendered by USBFS
         to the Company; within three (3) business days after discovery of any
         error or omission not covered in the balancing or control procedure, or
         within three (3) business days of receiving notice from any
         shareholder.

16.      ASSIGNMENT

         This Agreement may not be assigned by either party without the prior
         written consent of the other party.

17.      NOTICES

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

         Notice to USBFS shall be sent to:

                           U.S. Bancorp Fund Services, LLC
                           615 East Michigan Street
                           Milwaukee, WI  53202

         and notice to the Company shall be sent to:

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


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

                                       8

<PAGE>

TORTOISE ENERGY INFRASTRUCTURE          U.S. BANCORP FUND SERVICES, LLC
CORPORATION
By: /s/ Terry Matlack                   By: /s/ Joe D. Redwine
    ---------------------------------       ----------------------------------
Title: Treasurer                        Title: President
       ------------------------------          -------------------------------

                                       9

<PAGE>
                                    EXHIBIT A

                            FUND ACCOUNTING SERVICES
                               ANNUAL FEE SCHEDULE

TORTOISE ENERGY INFRASTRUCTURE CORPORATION
(CLOSED-END FUND)
DOMESTIC EQUITY FUNDS*
----------------------
$24,000 for the first $50 million
1.25 basis point on the next $200 million
.75 basis point on the balance

DOMESTIC BALANCED FUNDS*
------------------------
$33,000 for the first $100 million
1.5 basis points on the next $200 million
1 basis point on the balance

DOMESTIC FIXED INCOME FUNDS*
----------------------------
FUNDS OF FUNDS*
---------------
SHORT OR DERIVATIVE FUNDS*
--------------------------
INTERNATIONAL EQUITY FUNDS*
---------------------------
TAX-EXEMPT MONEY MARKET FUNDS*
------------------------------
$39,000 for the first $100 million
2 basis points on the next $200 million
1 basis point on the balance

TAXABLE MONEY MARKET FUNDS*
---------------------------
$39,000 for the first $100 million
1 basis point on the next $200 million
1/2 basis point on the balance

INTERNATIONAL INCOME FUNDS*
---------------------------
$42,000 for the first $100 million
3 basis points on the next $200 million
1.5 basis points on the balance


MULTIPLE CLASSES
----------------
Each class is an additional 25% of the charge of the initial class.

MASTER/FEEDER FUNDS
-------------------
Each master and feeder is charged according to the schedule.

MULTIPLE MANAGER FUNDS
----------------------
Additional base fee:
$12,000 per manager/sub-advisor per fund

Extraordinary services - quoted separately

Conversion Estimate - one month's fee (if necessary)

NOTE - All schedules subject to change depending upon the use
of derivatives - options, futures, short sales, etc.

All fees are billed monthly plus out-of-pocket expenses,
including pricing service:

       $.15  Domestic and Canadian Equities
       $.15  Options
       $.50  Corp/Gov/Agency Bonds
       $.80  CMO's
       $.50  International Equities and Bonds
       $.80  Municipal Bonds
       $.80  Money Market Instruments
       $125  Per fund per month - Mutual Funds

Corporate Action Services
       $2.00 Per equity security per month
Manual Security Pricing
       $125 per month - greater than 10/day
Factor Services (BondBuyer)
       Per CMO -                    $1.50/month
       Per Mortgage Backed - $0.25/month
       Minimum              -       $300/month

* Subject to CPI increase, Milwaukee MSA.

                                       10

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