EXHIBIT D.4

                   TORTOISE NORTH AMERICAN ENERGY CORPORATION

                                FITCH GUIDELINES

     Below is set forth for Tortoise North American Energy Corporation (the
"Company") the Fitch Guidelines (as defined in the Indenture and Supplemental
Indenture (collectively, the "Indenture") of the auction rate senior notes (the
"Tortoise Notes"). Capitalized terms not defined herein shall have the same
meanings as defined in the Indenture. Fitch may amend, alter or change these
Fitch Guidelines, in its sole discretion, provided however, that Fitch provide
any such amendments, alterations or changes to the Company in writing.

1.   CERTAIN OTHER RESTRICTIONS.

     For so long as any principal amount of Tortoise Notes is Outstanding and
Fitch is then rating the Tortoise Notes, the Company will not, unless it has
received written confirmation from Fitch (if Fitch is then rating the Tortoise
Notes) that any such action would not impair the rating then assigned by such
rating agency to a Series of Tortoise Notes, engage in any one or more of the
following transactions:

     a. write unsecured put or uncovered call options on portfolio securities;

     b. issue additional series of Tortoise Notes or any class or series of
shares ranking prior to or on a parity with Tortoise Notes with respect to the
payment of interest and principal or the distribution of assets upon
dissolution, liquidation or winding up of the Company, or reissue any Tortoise
Notes previously purchased or redeemed by the Company;

     c. engage in any short sales of securities;

     d. lend portfolio securities; or

     e. merge or consolidate into or with any other corporation.

2.   COMPLIANCE PROCEDURES FOR ASSET MAINTENANCE TESTS.

     a. The Company shall deliver to Fitch (if Fitch is then rating Tortoise
Notes) a certificate with respect to the calculation of the Tortoise Notes Basic
Maintenance Amount (a "Tortoise Notes Basic Maintenance Certificate") as of (A)
the Date of Original Issue, (B) the last Valuation Date of each month, (C) any
date requested by any rating agency, (D) a Business Day on or before any Asset
Coverage Cure Date relating to the Company's cure of a failure to meet the
Tortoise Notes Basic Maintenance Amount Test, (E) any day that Common Shares,
Preferred Shares or Tortoise Notes are redeemed and (F) any day the Eligible
Assets have an aggregate discounted value less than or equal to 115% of the
Tortoise Notes Basic Maintenance Amount. Such Tortoise Notes Basic Maintenance
Certificate shall be delivered in the case of clause (i)(A) above on or before
the seventh Business Day following the Date of Original Issue and in the case of
all other clauses above on or before the seventh Business Day after the relevant
Valuation Date or Asset Coverage Cure Date.

     b. The Company shall deliver to Fitch (if Fitch is then rating Tortoise
Notes) a certificate with respect to the calculation of the 1940 Act Tortoise
Notes Asset Coverage and the value of the portfolio holdings of the Company (a
"1940 Act Tortoise Notes Asset Coverage Certificate") (i) as of the Date of
Original Issue, and (ii) as of (A) the last Valuation Date of each quarter
thereafter, and (B) as of the Business Day on or before the Asset Coverage Cure
Date relating to the failure to satisfy the 1940 Act Tortoise Notes Asset
Coverage. Such 1940 Act Tortoise Notes Asset Coverage Certificate shall be
delivered in the case of clause (i) above on or before the seventh Business Day
following the Date of Original Issue and in the case of clause (ii) above on or
before the seventh Business Day after the relevant Valuation Date or the Asset
Coverage Cure Date. The certificates of (a) and (b) of this Section may be
combined into a single certificate.

                                       1

     c. Within ten Business Days of the Date of Original Issue, the Company
shall deliver to the Auction Agent and Fitch (if Fitch is then rating Tortoise
Notes) a letter prepared by the Company's independent accountants (an
"Accountant's Certificate") regarding the accuracy of the calculations made by
the Company in the Tortoise Notes Basic Maintenance Certificate and the 1940 Act
Tortoise Notes Asset Coverage Certificate required to be delivered by the
Company as of the Date of Original Issue. Within ten Business Days after the
last Valuation Date of each fiscal year of the Company on which a Tortoise Notes
Basic Maintenance Certificate is required to be delivered, the Company will
deliver to the Auction Agent and Fitch (if Fitch is then rating the Tortoise
Notes) an Accountant's Certificate regarding the accuracy of the calculations
made by the Company in such Tortoise Notes Basic Maintenance Certificate. Within
ten Business Days after the last Valuation Date of each fiscal year of the
Company on which a 1940 Act Tortoise Notes Asset Coverage Certificate is
required to be delivered, the Company will deliver to the Auction Agent and
Fitch (if Fitch is then rating the Tortoise Notes) an Accountant's Certificate
regarding the accuracy of the calculations made by the Company in such 1940 Act
Tortoise Notes Asset Coverage Certificate. In addition, the Company will deliver
to the relevant persons specified in the preceding sentence an Accountant's
Certificate regarding the accuracy of the calculations made by the Company on
each Tortoise Notes Basic Maintenance Certificate and 1940 Act Tortoise Notes
Asset Coverage Certificate delivered pursuant to clause (iv) of paragraph (a) or
clause (ii)(B) of paragraph (b), as the case may be, within ten days after the
relevant Asset Coverage Cure Date. If an Accountant's Certificate delivered with
respect to an Asset Coverage Cure Date shows an error was made in the Company's
report with respect to such Asset Coverage Cure Date, the calculation or
determination made by the Company's independent accountants will be conclusive
and binding on the Company with respect to such reports. If any other
Accountant's Certificate shows that an error was made in any such report, the
calculation or determination made by the Company's independent accountants will
be conclusive and binding on the Company; provided, however, any errors shown in
the Accountant's Certificate filed on a quarterly basis shall not be deemed to
be a failure to maintain the Tortoise Notes Basic Maintenance Amount on any
prior Valuation Dates.

     d. The Accountant's Certificates referred to in paragraph (c) will confirm,
based upon the independent accountant's review, (i) the mathematical accuracy of
the calculations reflected in the related Tortoise Notes Basic Maintenance
Amount and 1940 Act Tortoise Notes Asset Coverage Certificates, as the case may
be, and (ii) that the Company determined whether the Company had, at such
Valuation Date, Eligible Assets with an aggregate Discounted Value at least
equal to the Basic Maintenance Amount in accordance with the Indenture.

3.   DEFINITIONS.

          a. "Tortoise Notes Basic Maintenance Amount" as of any Valuation Date
means:

          (i) the sum of (A) the sum of the products resulting from multiplying
     the number of Outstanding Tortoise Notes on such date by the $25,000 (and
     redemption premium, if any); (B) the aggregate amount of interest that will
     have accumulated at the Applicable Rate (whether or not earned or declared)
     to and including the first Interest Payment Date for each Outstanding
     Tortoise Notes that follows such Valuation Date (or to the 30th day after
     such Valuation Date, if such 30th day occurs before the first following
     Interest Payment Date); (C) the amount of anticipated Company non-interest
     expenses for the 90 days subsequent to such Valuation Date; (D) the amount
     of the current outstanding balances of any indebtedness which is senior to
     the Tortoise Notes plus interest actually accrued together with 30 days
     additional interest on the current outstanding balances calculated at the
     current rate; and (E) any current liabilities, payable during the 30 days
     subsequent to such Valuation Date, including, without limitation,
     indebtedness due within one year and any redemption premium due with
     respect to Tortoise Notes or Preferred Shares for which a Notice of
     Redemption has been given, as of such Valuation Date, to the extent not
     reflected in any of (i)(A) through (i)(D); less

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

                                       2

          b. "Approved Price" means the "fair value" as determined by the
Company in accordance with the valuation procedures adopted from time to time by
the Board of Directors of the Company and for which the Company receives a
mark-to-market price (which, for the purpose of clarity, shall not mean Market
Value) from an independent source at least weekly.

          c. "Approved Foreign Nation" shall have the meaning set forth in
clause (D) of the definition of "Fitch Eligible Assets."

          d. "Bank Loans" means direct purchases of, assignments of,
participations in and other interests in (a) any bank loan or (b) any loan made
by an investment bank, investment fund or other financial institution, provided
that such loan under this clause (b) is similar to those typically made,
syndicated, purchased or participated by a commercial bank or institutional loan
investor in the ordinary course of business.

          e. "Business Day" means a day on which the New York Stock Exchange is
open for trading and which is neither a Saturday, Sunday nor any other day on
which banks in The City of New York, New York, are authorized or obligated by
law to close.

          f. "Date of Original Issue" means, with respect to any Tortoise Notes,
the date on which the Company first issues such Tortoise Notes.

          g. "Debt Securities" shall have the meaning set forth in clause (D) of
the definition of "Fitch Eligible Assets."

          h. "Emerging Market Debt" shall have the meaning set forth in clause
(E) of the definition of "Fitch Eligible Assets."

          i. "Fitch Discount Factor" means:

               (i) for purposes of determining the Discounted Value of any Fitch
     Eligible Asset, the percentage is determined as follows, provided however,
     that for unhedged foreign investments a discount factor of 105% shall be
     applied to the Market Value thereof in addition to the Fitch Discount
     Factor as determined in accordance with the procedures below, provided
     further that, if the foreign issuer of such unhedged foreign investment is
     from a country whose sovereign debt rating in a non-local currency is not
     assigned a rating of AA or better by Fitch, a discount factor of 117% shall
     be applied to the Market Value thereof in addition to the Fitch Discount
     Factor as determined in accordance with the procedures below. The Fitch
     Discount Factor for any Fitch Eligible Asset, other than the securities set
     forth below, will be the percentage provided in writing by Fitch.

                    (A) Preferred Stock: The percentage determined by reference
          to the rating of a preferred stock in accordance with the table set
          forth below.

                     Preferred Stock(1)                   Fitch Discount Factor
------------------------------------------------------    ---------------------
AAA Taxable Preferred.................................             130%
AA Taxable Preferred..................................             133%
A Taxable Preferred...................................             135%
BBB Taxable Preferred.................................             139%
BB Taxable Preferred..................................             154%
Not rated or below BB Taxable Preferred...............             161%
Investment Grade DRD Preferred........................             164%
Not rated or below Investment Grade DRD Preferred.....             200%

                                       3

------------------------------------
(1)  If a security is not rated by Fitch but is rated by two other nationally
     recognized statistical ratings organizations ("NRSRO"), then the lower of
     the ratings on the security from the two other NRSRO's will be used to
     determine the Fitch Discount Factor (e.g., where the S&P rating is A and
     the Moody's rating is Baa, a Fitch rating of BBB will be used). If a
     security is not rated by Fitch but is rated by only one other NRSRO, then
     the rating on the security from the other NRSRO will be used to determine
     the Fitch Discount Factor (e.g., where the only rating on a security is an
     S&P rating of AAA, a Fitch rating of AAA will be used, and where the only
     rating on a security is a Moody's rating of Ba, a Fitch rating of BB will
     be used). If a security is not rated by any NRSRO, the Company will use the
     percentage set forth under "Not rated or below BB Taxable Preferred" in the
     table above.

                    (B) Middle Market Bank Preferred Stock: The Fitch Discount
          Factor applied to Middle Market Bank Preferred Stock is 266%.

                    (C) Debt Securities: The percentage determined by reference
          to the rating of the Debt Security with reference to the remaining
          term to maturity of the Debt Security (other than short-term Debt
          Securities covered by clause (E) below), in accordance with the table
          set forth below:
                                                                                                         Not
                                                                                                      Rated or
       Term to Maturity of Corporate Debt                                                               Below
                  Security(1)                        AAA        AA         A         BBB        BB        BB
-----------------------------------------------    -------   -------    -------   -------    -------   -------
3 years or less ...............................    106.38%   108.11%    109.89%   111.73%    129.87%   151.52%
5 years or less (but longer than 3 years)......    111.11    112.99     114.94    116.96     134.24    151.52
7 years or less (but longer than 5 years)......    113.64    115.61     117.65    119.76     135.66    151.52
10 years or less (but longer than 7 years).....    115.61    117.65     119.76    121.95     136.74    151.52
15 years or less (but longer than 10 years)        119.76    121.95     124.22    126.58     139.05    151.52
More than 15 years.............................    124.22    126.58     129.03    131.58     144.55    151.52

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

(1)  If a security is not rated by Fitch but is rated by two other NRSROs, then
     the lower of the ratings on the security from the two other NRSROs will be
     used to determine the Fitch Discount Factor (e.g., where the S&P rating is
     A and the Moody's rating is Baa, a Fitch rating of BBB will be used). If a
     security is not rated by Fitch but is rated by only one other NRSRO, then
     the rating on the security from the other NRSRO will be used to determine
     the Fitch Discount Factor (e.g., where the only rating on a security is an
     S&P rating of AAA, a Fitch rating of AAA will be used, and where the only
     rating on a security is a Moody's rating of Ba, a Fitch rating of BB will
     be used). If a security is not rated by any NRSRO, the Companywill use the
     percentage set forth under "Not Rated or Below BB" in the table above.

               The Fitch Discount Factors presented in the immediately preceding
     table apply to Debt Securities that are Performing and have a Market Value
     determined by a Pricing Service or an Approved Price. The Fitch Discount
     Factor noted in the table above for a Debt Security "Not Rated or Below BB"
     by Fitch shall apply to any non-Performing Debt Security with a price equal
     to or greater than $0.90. The Fitch Discount Factor noted in the table
     above for a Debt Security "Not Rated or Below BB" by Fitch shall apply to
     any non-Performing Debt Security with a price less than $0.90 but equal to
     or greater than $0.20. If a Debt Security does not have a Market Value
     determined by a Pricing Service or an Approved Price, a rating two rating
     categories below the actual rating on the Debt Security will be used (e.g.,
     where the actual rating is A-, the rating for Debt Securities rated BB-
     will be used). The Fitch Discount Factor for a Debt Security issued by a
     limited partnership that is not a Rule 144A Security shall be the Fitch
     Discount Factor determined in accordance with the table set forth above
     multiplied by 105%.

               The Fitch Discount Factors presented in the immediately preceding
     table will also apply to interest rate swaps and caps, whereby the rating
     of the counterparty to the swap or cap will be the rating used to determine
     the Fitch Discount Factor in the table; and (ii) TRACERs and TRAINs,
     whereby the

                                       4

     ratings in the table will be applied to the underlying securities and the
     Market Value of each underlying security will be its proportionate amount
     of the Market Value of the TRACER or TRAIN. The Fitch Discount Factors
     presented in the immediately preceding table will also apply to corporate
     obligations backed by a guaranty, a letter of credit or insurance issued by
     a third party. If the third-party credit rating is the basis for the rating
     on the obligation, then the rating on the third party will be used to
     determine the Fitch Discount Factor in the table.

               The Fitch Discount Factors presented in the immediately preceding
     table will also apply to preferred trust certificates, the rating on which
     will be determined by the underlying debt instruments in the trust, unless
     such preferred trust certificates are determined by Fitch Ratings to
     qualify for a traditional equity discount factor, in which case the Fitch
     Discount Factor shall be 370%.

                    (D) Convertible Securities: The Fitch Discount Factor
          applied to convertible securities is (A) 200% for investment grade
          convertibles and (B) 222% for below investment grade convertibles so
          long as such convertible securities have neither (x) conversion
          premium greater than 100% nor (y) have a yield to maturity or yield to
          worst of greater than 15.00% above the relevant Treasury curve.

                    The Fitch Discount Factor applied to convertible securities
          which have conversion premiums of greater than 100% is (A) 152% for
          investment grade convertibles and (B) 179% for below investment grade
          convertibles so long as such convertible securities do not have a
          yield to maturity or yield to worst of greater than 15.00% above the
          relevant Treasury curve.

                    The Fitch Discount Factor applied to convertible securities
          which have a yield to maturity or yield to worse of greater than
          15.00% above the relevant Treasury curve is 370%.

                    If a security is not rated by Fitch but is rated by two
          other NRSRO's, then the lower of the ratings on the security from the
          two other NRSRO's will be used to determine the Fitch Discount Factor
          (e.g., where the S&P rating is A and the Moody's rating is Baa, a
          Fitch rating of BBB will be used). If a security is not rated by Fitch
          but is rated by only one other NRSRO, then the rating on the security
          from the other NRSRO will be used to determine the Fitch Discount
          Factor (e.g., where the only rating on a security is an S&P rating of
          AAA, a Fitch rating of AAA will be used, and where the only rating on
          a security is a Moody's rating of Ba, a Fitch rating of BB will be
          used). If a security is not rated by any NRSRO, the Company will treat
          the security as if it were below investment grade.

                    (E) Short-Term Investments and Cash: The Fitch Discount
          Factor applied to short-term portfolio securities, including without
          limitation Debt Securities, Short Term Money Market Instruments and
          municipal debt obligations, will be (A) 100%, so long as such
          portfolio securities mature or have a demand feature at par
          exercisable within the Fitch Exposure Period; (B) 115%, so long as
          such portfolio securities mature or have a demand feature at par not
          exercisable within the Fitch Exposure Period; and (C) 125%, so long as
          such portfolio securities neither mature nor have a demand feature at
          par exercisable within the Fitch Exposure Period. A Fitch Discount
          Factor of 100% will be applied to cash. Rule 2a-7 money market funds
          rated by Fitch or another NRSRO will also have a discount factor of
          100%, and unrated Rule 2a-7 money market funds will have a discount
          factor of 115%.

                    (F) Common Stock and Warrants: The Fitch Discount Factor for
          common stock is (A) 200% for large-cap stocks; (B) 233% for mid-cap
          stocks, (c) 286% for small-cap stocks; and (D) 370% for other common
          stocks.

          See "Fitch Eligible Assets - common stocks" for definitions of
          large-cap, mid-cap and small-cap stocks.

                                       5

                    (G) Master Limited Partnership (MLP) Securities: The Fitch
          Discount Factor applied to MLP Securities shall be applied in
          accordance with the table set forth below:

                              Fitch Discount Factor
          -----------------------------------------------------
          Large-cap stocks:             210%
          Mid-cap stocks:               243%
          Small-cap stocks:             296%
          Others:                       370%
          -----------------------------------------------------

          Small-cap MLPs refer to MLPs with a market capitalization of greater
          than $250 million but less than $1 billion; Mid-cap MLPs refer to MLPs
          with a market capitalization between $1 billion and $2 billion;
          Large-cap MLPs are MLPs with a market capitalization over $2 billion.
          The Fitch Discount Factor applied to MLP Securities which are
          restricted as to resale will be 110% of the Fitch Discount Factor
          which would apply was the securities not so restricted.

                    (H) U.S. Government Securities and U.S. Treasury Strips:

            Time Remaining to Maturity                          Discount Factor
          --------------------------------------------------    ---------------
          1 year or less....................................           101.5%
          2 years or less (but longer than 1 year)..........           103%
          3 years or less (but longer than 2 years).........           105%
          4 years or less (but longer than 3 years).........           107%
          5 years or less (but longer than 4 years).........           109%
          7 years or less (but longer than 5 years).........           112%
          10 years or less (but longer than 7 years)........           114%
          15 years or less (but longer than 10 years).......           122%
          20 years or less (but longer than 15 years).......           130%
          25 years or less (but longer than 20 years).......           146%
          Greater than 25 years.............................           154%

                    (I) Emerging Market Debt: The Fitch Discount Factor for
          Emerging Market Debt is (A) 285% for investment grade and (B) 370% for
          non-investment grade.

                    (J) Foreign Bonds: The Fitch Discount Factor (A) for a
          Foreign Bond the principal of which (if not denominated in U.S.
          dollars) is subject to a currency hedging transaction will be the
          Fitch Discount Factor that would otherwise apply to such Foreign Bonds
          in accordance with this definition and (B) for (1) a Foreign Bond the
          principal of which (if not denominated in U.S. dollars) is not subject
          to a currency hedging transaction and (2) a bond issued in a currency
          other than U.S. dollars by a corporation, limited liability company or
          limited partnership domiciled in, or the government or any agency,
          instrumentality or political subdivision of, a nation other than an
          Approved Foreign Nation, will be 370%.

                    (K) Rule 144A Securities: The Fitch Discount Factor applied
          to Rule 144A Securities will be 110% of the Fitch Discount Factor
          which would apply were the securities registered under the Securities
          Act.

                    (L) Senior Loans: The Fitch Discount Factor applied to
          senior, secured floating rate Loans made to corporate and other
          business entities ("Senior Loans") shall be the percentage specified
          in the table below opposite such Fitch Loan Category:

                    Fitch Loan Category       Discount Factor
                    -------------------       ---------------
                            A                       115%
                            B                       130%

                                       6

                            C                       152%
                            D                       370%

          Notwithstanding any other provision contained above, for purposes of
          determining whether a Fitch Eligible Asset falls within a specific
          Fitch Loan Category, to the extent that any Fitch Eligible Asset would
          fall within more than one of the Fitch Loan Categories, such Fitch
          Eligible Asset shall be deemed to fall into the Fitch Loan Category
          with the lowest applicable Fitch Discount Factor.

                    (M) Swaps (including Total Return Swaps and Interest Rate
          Swaps): Total Return Swaps and Interest Rate Swaps are subject to the
          following provisions:

               If the Company has an outstanding gain from a swap transaction on
          a Valuation Date, the gain will be included as a Fitch Eligible Asset
          subject to the Fitch Discount Factor on the counterparty to the swap
          transaction. At the time a swap is executed, the Company will only
          enter into swap transactions where the counterparty has at least a
          Fitch rating of A- or Moody's rating of A3.

               (a) Only the cumulative unsettled profit and loss from a Total
          Return Swap transaction will be calculated when determining the
          Tortoise Notes Basic Maintenance Amount. If the Company has an
          outstanding liability from a swap transaction on a Valuation Date, the
          Company will count such liability as an outstanding liability from the
          total Fitch Eligible Assets in calculating the Tortoise Notes Basic
          Maintenance Amount.

               (b) In addition, for swaps other than Total Return Swaps, the
          Market Value of the position (positive or negative) will be included
          as a Fitch Eligible Asset. The aggregate notional value of all swaps
          will not exceed the Liquidation Preference of the Outstanding AMPS.

               (c)(1) The underlying securities subject to a credit default swap
          sold by the Company will be subject to the applicable Fitch Discount
          Factor for each security subject to the swap; (2) If the Company
          purchases a credit default swap and holds the underlying security, the
          Market Value of the credit default swap and the underlying security
          will be included as a Fitch Eligible Asset subject to the Fitch
          Discount Factor assessed based on the counterparty risk; and (3) the
          Company will not include a credit default swap as a Fitch Eligible
          Asset purchase by the Company without the Company holding the
          underlying security or when the Company busy a credit default swap for
          a basket of securities without holding all the securities in the
          basket.

                    (N) Securities lending: The Company may engage in securities
          lending in an amount not to exceed 10% of the Company's total gross
          assets. For purposes of calculating the Tortoise Notes Basic
          Maintenance Amount, such securities lent shall be included as Fitch
          Eligible Assets with the appropriate Fitch Discount Factor applied to
          such lent security. The obligation to return such collateral shall not
          be included as an obligation/liability for purposes of calculating the
          Tortoise Notes Basic Maintenance Amount. However, the Companymay
          reinvest cash collateral for securities lent in conformity with its
          investment objectives and policies and the provisions of these bylaws.
          In such event, to the extent that securities lending collateral
          received is invested by the Companyin assets that otherwise would be
          Fitch Eligible Assets and the value of such assets exceeds the amount
          of the Fund's obligation to return the collateral on a Valuation Date,
          such excess amount shall be included in the calculation of Fitch
          Eligible Assets by applying the applicable Fitch Discount Factor to
          this amount and adding the product to total Fitch Eligible Assets.
          Conversely, if the value of assets in which securities lending
          collateral has been invested is less then the amount of the Company's
          obligation to return the collateral on a Valuation Date, such
          difference shall be included as an obligation/liability of the
          Companyfor purposes of calculating the Tortoise Notes Basic
          Maintenance Amount. Collateral received by the Companyin a securities
          lending transaction and maintained by the Companyin the form received
          shall not be included as a Fitch Eligible Asset for purposes of
          calculating the Tortoise Notes Basic Maintenance Amount.

                                       7

                    (O) Real Estate Investment Trusts:

               (a) For common stock and preferred stock of REITs and other real
          estate companies, the Fitch Discount Factor applied shall be:

REIT or other real estate company preferred stock.......................   154%*
REIT or other real estate company stock.................................   196%

* Where the aggregate Market Value of securities invested in REIT preferred
stock exceeds 50% of the aggregate Market Value of all Fitch Eligible Assets,
then the applicable Fitch Discount Factor shall be 200%.

               (b) For corporate debt securities of REITs, the Fitch Discount
          Factor applied shall be:

Terms to Maturity                  AAA          AA         A          BBB        BB         B          Unrated
-----------------                  ---          --         -          ---        --         -          -------
1 year or
less.......................... .   111%         114%       117%       120%       121%       127%       127%
2 years or less (but longer than
1 year)..................          116%         123%       125%       127%       132%       137%       137%
3 years or less (but longer than
2 years).....................      121%         125%       127%       131%       133%       140%       152%
4 years or less (but longer than
3 years)................           126%         126%       129%       132%       136%       140%       164%
5 year or less (but longer than
4 years)...............            131%         132%       135%       139%       144%       149%       185%
7 years or less (but longer than
5 years)................           140%         143%       146%       152%       159%       167%       228%
10 years or less (but longer
than 7 years).................     141%         143%       147%       153%       160%       168%       232%
12 years or less (but longer
than 7 years).................     144%         144%       150%       157%       165%       174%       249%
15 years or less (but longer
than 12 years)................     148%         151%       155%       163%       172%       182%       274%
30 years or less (but longer
than 15 years).......              152%         156%       160%       169%       180%       191%       306%

               If a security is not rated by Fitch but is rated by two other
          Rating Agencies, then the lower of the ratings on the security from
          the two other Rating Agencies will be used to determine the Fitch
          Discount Factor (e.g., where the S&P rating is A and the Moody's
          rating is Baa, a Fitch rating of BBB will be used). If a security is
          not rated by Fitch but is rated by only one other NRSRO, then the
          rating on the security from the other NRSRO will be used to determine
          the Fitch Discount Factor (e.g., where the only rating on a security
          is an S&P rating of AAA, a Fitch rating of AAA will be used, and where
          the only rating on a security is a Moody's rating of Ba, a Fitch
          rating of BB will be used). Securities rated either below B or not
          rated by any NRSRO shall be treated as "Unrated" in the table above.

                    (P) Futures and call options: For purposes of the Tortoise
          Notes Basic Maintenance Amount, futures held by the Company and call
          options sold by the Company shall not be included as Fitch Eligible
          Assets. However, such assets shall be valued at Market Value by
          subtracting the good faith margin and the maximum daily trading
          variance as of the Valuation Date. For call options purchased by the
          Company, the Market Value of the call option will be included as a
          Fitch Eligible Asset subject to a Fitch Discount Factor mutually
          agreed to between the Company and Fitch based on the characteristics
          of the option contract such as its maturity and the underlying
          security of the contract.

                    (Q) Asset-backed and mortgage-backed securities: The
          percentage determined by reference to the asset type in accordance
          with the table set forth below:

                                       8

                                       Asset Type (with                                         Discount Factor
                          time remaining to maturity, if applicable)
U.S. Treasury/agency securities (10 years or less)                                                   118%
U.S. Treasury/agency securities (greater than 10 years)                                              127%
U.S. agency sequentials (10 years or less)                                                           128%
U.S. agency sequentials (greater than 10 years)                                                      142%
U.S. agency principal only securities                                                                236%
U.S. agency interest only securities (with Market Value greater than $0.40)                          696%
U.S. agency interest only securities (with Market Value less than or equal to $0.40)                 214%
AAA LockOut securities, interest only                                                                236%
U.S. agency planned amortization class bonds (10 years or less)                                      115%
U.S. agency planned amortization class bonds (greater than 10 years)                                 136%
AAA sequentials (10 years or less)                                                                   118%
AAA sequentials (greater than 10 years)                                                              135%
AAA planned amortization class bonds (10 years or less)                                              115%
AAA planned amortization class bonds (greater than 10 years)                                         140%
Jumbo mortgage rated AAA(1)                                                                          123%
Jumbo mortgage rated AA(1)                                                                           130%
Jumbo mortgage rated A(1)                                                                            136%
Jumbo mortgage rated BBB(1)                                                                          159%
Commercial mortgage-backed securities rated AAA                                                      131%
Commercial mortgage-backed securities rated AA                                                       139%
Commercial mortgage-backed securities rated A                                                        148%
Commercial mortgage-backed securities rated BBB                                                      177%
Commercial mortgage-backed securities rated BB                                                       283%
Commercial mortgage-backed securities rated B                                                        379%
Commercial mortgage-backed securities rated CCC or not rated                                         950%

(1)  Applies to jumbo mortgages, credit cards, auto loans, home equity loans,
     manufactured housing and prime mortgage-backed securities not issued by a
     U.S. agency or instrumentality.

                    (R) Catastrophe Bonds: The Fitch Discount Factor applied to
          Catastrophe Bonds will be 333.33%.

                    (S) Structured Notes: The Fitch Discount Factor applied to
          Structured Notes will be (a) in the case of a corporate issuer, the
          Fitch Discount Factor determined in accordance with clause (C) under
          this definition, whereby the rating on the issuer of the Structured
          Note will be the rating on the Structured Note for purposes of
          determining the Fitch Discount Factor in the table in clause (C); and
          (b) in the case of an issuer that is the U.S. government or an agency
          or instrumentality thereof, the Fitch Discount Factor determined in
          accordance with clause (E) under this definition.

                    (T) Municipal Obligations: The Fitch Discount Factor for
          Municipal Obligations is the percentage determined by reference to the
          rating on such asset and the shortest Exposure Period set forth
          opposite such rating that is the same length as or is longer than the
          Exposure Period, in accordance with the table set forth below:

                                         RATING CATEGORY
Exposure Period              AAA*       AA*         A*         BBB*       F1**        Unrated***
---------------              ---        --          -          ---        --          -------
7 weeks..................... 151%       159%        166%       173%       136%        225%
8 weeks or less but
greater than 7 weeks........ 154%       161%        168%       176%       137%        231%
9 weeks or less but
greater than 8 weeks........ 158%       163%        170%       177%       138%        240%
----------------

                                       9

*Fitch rating (or, if not rated by Fitch, see the definition of "Fitch Eligible
Asset" below).

**Municipal Obligations rated F1 by Fitch (or, if not rated by Fitch, see the
definition of "Fitch Eligible Asset" below), which do not mature or have a
demand feature at par exercisable in 30 days and which do not have a long-term
rating.

***Includes Municipal Obligations rated less than BBB by Fitch (or, if not rated
by Fitch, see the definition of "Fitch Eligible Asset" below) and unrated
securities.

          Notwithstanding the foregoing, (i) the Fitch Discount Factor for
          short-term Municipal Obligations will be 115%, so long as such
          Municipal Obligations are rated at least F2 by Fitch (or, if not rated
          by Fitch, rated MIG-1, VMIG-1 or P-1 by Moody's or at least A-1+ or
          SP-1+ by S&P) and mature or have a demand feature at par exercisable
          in 30 days or less, and (ii) no Fitch Discount Factor will be applied
          to cash or to Receivables for Municipal Obligations Sold.

                    (U) Royalty Trusts: The Fitch Discount Factor applied to
          Royalty Trusts shall be applied in accordance with the table set forth
          below:

----------------------- -------------------------------------- ------------------------------------
                              Fitch Discount Factor 'AAA'           Fitch Discount Factor 'AA'
                                       Rating                                Rating
----------------------- -------------------------------------- ------------------------------------
Large-cap                               225%                                  184%
----------------------- -------------------------------------- ------------------------------------
Mid-cap                                 260%                                  214%
----------------------- -------------------------------------- ------------------------------------
Small-cap                               317%                                  246%
----------------------- -------------------------------------- ------------------------------------
Others                                  396%                                  268%
----------------------- -------------------------------------- ------------------------------------

          Small-cap Royalty Trusts refer to Royalty Trusts with a market
          capitalization of greater than $250 million but less than $1 billion;
          Mid-cap Royalty Trusts refer to Royalty Trusts with a market
          capitalization between $1 billion and $2 billion; Large-cap Royalty
          Trusts are Royalty Trusts with a market capitalization over $2
          billion. The Fitch Discount Factor applied to Royalty Trusts which are
          restricted as to resale will be 110% of the Fitch Discount Factor
          which would apply was the securities not so restricted.

                    (V) Marine Transportation Securities: The Fitch Discount
          Factor applied to Marine Transportation Securities shall be applied in
          accordance with the table set forth below:

----------------------- -------------------------------------- ------------------------------------
                              Fitch Discount Factor 'AAA'           Fitch Discount Factor 'AA'
                                       Rating                                Rating
----------------------- -------------------------------------- ------------------------------------
Large-cap                               210%                                  172%
----------------------- -------------------------------------- -----------------------------------
Mid-cap                                 243%                                  200%
----------------------- -------------------------------------- -----------------------------------
Small-cap                               296%                                  230%
----------------------- -------------------------------------- -----------------------------------
Others                                  370%                                  250%
----------------------- -------------------------------------- -----------------------------------


          j. "Fitch Eligible Asset" means:

                    (A) cash (including interest and dividends due on assets
          rated (1) BBB or higher by Fitch or the equivalent by another NRSRO if
          the payment date is within five Business Days of the Valuation Date,
          (2) A or higher by Fitch or the equivalent by another NRSRO if the
          payment date is within thirty days of the Valuation Date, and (3) A+
          or higher by Fitch or the equivalent by another NRSRO if the payment
          date is within the Fitch Exposure Period) and receivables for Fitch
          Eligible Assets sold if the receivable is due within five Business
          Days of the Valuation Date, and if the trades which generated such
          receivables are settled within five Business Days;

                                       10

                    (B) Short Term Money Market Instruments so long as (1) such
          securities are rated at least F1+ by Fitch or the equivalent by
          another NRSRO, (2) in the case of demand deposits, time deposits and
          overnight funds, the supporting entity is rated at least A by Fitch or
          the equivalent by another NRSRO, or (3) in all other cases, the
          supporting entity (x) is rated at least A by Fitch or the equivalent
          by another NRSRO and the security matures within three months or (y)
          is rated at least AA by Fitch or the equivalent by another NRSRO and
          the security matures within six months; in addition, money market
          funds subject to Rule 2a-7 under the 1940 Act are also eligible
          investments;

                    (C) U.S. Government Securities and U.S. Treasury Strips;

                    (D) debt securities if such securities have been registered
          under the U.S. Securities Act ("Securities Act") or are restricted as
          to resale under U.S. federal securities laws but are eligible for
          resale pursuant to Rule 144A under the Securities Act; and such
          securities are issued by (1) a U.S. corporation, limited liability
          company or limited partnership, (2) a corporation, limited liability
          company or limited partnership or similar entity domiciled in a
          country whose sovereign debt rating in a non-local currency is
          assigned a rating of "AAA" ("Approved Foreign Nations"), (3) the
          government of any Approved Foreign Nation or any of its agencies,
          instrumentalities or political subdivisions (the debt securities of
          Approved Foreign Nation issuers being referred to collectively as
          "Foreign Bonds"), (4) a corporation, limited liability company or
          limited partnership domiciled in Canada or (5) the Canadian government
          or any of its agencies, instrumentalities or political subdivisions
          (the debt securities of Canadian issuers being referred to
          collectively as "Canadian Bonds"). Foreign Bonds held by the Company
          will qualify as Fitch Eligible Assets only up to a maximum of 20% of
          the aggregate Market Value of all assets constituting Fitch Eligible
          Assets. Similarly, Canadian Bonds held by the Company will qualify as
          Fitch Eligible Assets only up to a maximum of 20% of the aggregate
          Market Value of all assets constituting Fitch Eligible Assets.
          Notwithstanding the limitations in the two preceding sentences,
          Foreign Bonds and Canadian Bonds held by the Company will qualify as
          Fitch Eligible Assets only up to a maximum of 30% of the aggregate
          Market Value of all assets constituting Fitch Eligible Assets. In
          addition, bonds which are issued in connection with a reorganization
          under U.S. federal bankruptcy law ("Reorganization Bonds") will be
          considered debt securities constituting Fitch Eligible Assets if (a)
          they provide for periodic payment of interest in cash in U.S. dollars
          or euros; (b) they do not provide for conversion or exchange into
          equity capital at any time over their lives; (c) they have been
          registered under the Securities Act or are restricted as to resale
          under federal securities laws but are eligible for trading under Rule
          144A promulgated pursuant to the Securities Act as determined by the
          Fund's investment manager or portfolio manager acting pursuant to
          procedures approved by the Board of Directors of the Company; (d) they
          were issued by a U.S. corporation, limited liability company or
          limited partnership; and (e) at the time of purchase at least one year
          had elapsed since the issuer's reorganization. Reorganization Bonds
          may also be considered debt securities constituting Fitch Eligible
          Assets if they have been approved by Fitch, which approval shall not
          be unreasonably withheld. All debt securities satisfying the foregoing
          requirements and restrictions of this paragraph are herein referred to
          as "Debt Securities";

                    (E) debt securities of a corporation, limited liability
          company or limited partnership or similar entity domiciled in an
          Emerging Market (as defined below) and debt securities of the
          government of any Emerging Market or any of its agencies,
          instrumentalities or political subdivisions (the debt securities of
          Emerging Market issuers being referred to collectively as "Emerging
          Market Debt.") Emerging markets are (1) countries classified by the
          World Bank as having a "low" or "middle" per capital income; (2)
          countries that have restructured its sovereign debt during the past 10
          years or currently has restructured sovereign external debt
          outstanding; or (3) countries assigned a long-term, foreign
          currency/sovereign rating below A3/A- by Fitch, Moody's or S&P;

                                       11

                    (F) preferred stocks if (1) dividends on such preferred
          stock are cumulative, (2) such securities provide for the periodic
          payment of dividends thereon in cash in U.S. dollars or Euros and do
          not provide for conversion or exchange into, or have warrants attached
          entitling the holder to receive, equity capital at any time over the
          respective lives of such securities, (3) the issuer of such a
          preferred stock has common stock listed on either the New York Stock
          Exchange, the American Stock Exchange or the over-the-counter market,
          and (4) the issuer of such preferred stock has a senior debt rating or
          preferred stock rating from Fitch of BBB- or higher or the equivalent
          rating by another NRSRO. In addition, the preferred stocks's issue
          must be at least $50 million;

                    (G) Middle Market Bank Preferred Stock;

                    (H) municipal obligations that (i) pay interest in cash,
          (ii) does not have its Fitch rating, as applicable, suspended by
          Fitch, and (iii) is part of an issue of municipal obligations of at
          least $10,000,000. In addition, municipal obligations in the Fund's
          portfolio must be within the following investment guidelines to be
          Fitch Eligible Assets.

                                                Minimum                Maximum Single            Maximum State
                                               Issue Size            Underlying Obligor             Allowed
Rating                                      ($ Millions) (1)           Issuer (%) (2)             (%) (2)(3)
----------                                -------------------       ------------------         -----------------
AAA.................................               10                       100                        100
AA..................................               10                        20                         60
A...................................               10                        10                         40
BBB.................................               10                         6                         20
BB..................................               10                         4                         12
B...................................               10                         3                         12
CCC.................................               10                         2                         12
--------------------

(1)  Preferred stock has a minimum issue size of $50 million.
(2)  The referenced percentage represents maximum cumulating total for the
     related rating category and each lower rating category.
(3)  Territorial bonds (other than those issued by Puerto Rico and counted
     collectively) are each limited to 10% of Fitch Eligible Assets. For
     diversification purposes, Puerto Rico will be treated as a state.

                    For purposes of applying the foregoing requirements and
          applying the applicable Fitch Discount Factor, if a Municipal
          Obligation is not rated by Fitch but is rated by Moody's and S&P, such
          Municipal Obligation (excluding short-term Municipal Obligations) will
          be deemed to have the Fitch rating which is the lower of the Moody's
          and S&P rating. If a Municipal Obligation is not rated by Fitch but is
          rated by Moody's or S&P, such Municipal Obligation (excluding
          short-term Municipal Obligations) will be deemed to have such rating.
          Eligible Assets shall be calculated without including cash; and
          Municipal Obligations rated F1 by Fitch or, if not rated by Fitch,
          rated MIG-1, VMIG-1 or P-1 by Moody's; or, if not rated by Moody's,
          rated A-1+/AA or SP-1+/AA by S&P shall be considered to have a
          long-term rating of A. When the Company sells a Municipal Obligation
          and agrees to repurchase such Municipal Obligation at a future date,
          such Municipal Obligation shall be valued at its Discounted Value for
          purposes of determining Fitch Eligible Assets, and the amount of the
          repurchase price of such Municipal Obligation shall be included as a
          liability for purposes of calculating the Tortoise Notes Basic
          Maintenance Amount. When the Company purchases a Fitch Eligible Asset
          and agrees to sell it at a future date, such Fitch Eligible Asset
          shall be valued at the amount of cash to be received by the Company
          upon such future date, provided that the counterparty to the
          transaction has a long-term debt rating of at

                                       12

          least A by Fitch and the transaction has a term of no more than 30
          days; otherwise, such Fitch Eligible Asset shall be valued at the
          Discounted Value of such Fitch Eligible Asset.

               Notwithstanding the foregoing, an asset will not be considered a
          Fitch Eligible Asset for purposes of determining the Tortoise Notes
          Basic Maintenance Amount to the extent it is (i) subject to any
          material lien, mortgage, pledge, security interest or security
          agreement of any kind (collectively, "Liens"), except for (a) Liens
          which are being contested in good faith by appropriate proceedings and
          which Fitch (if Fitch is then rating the AMPS) has indicated to the
          Company will not affect the status of such asset as a Fitch Eligible
          Asset, (b) Liens for taxes that are not then due and payable or that
          can be paid thereafter without penalty, (c) Liens to secure payment
          for services rendered or cash advanced to the Company by the
          investment adviser, custodian or the Auction Agent, (d) Liens by
          virtue of any repurchase agreement, and (e) Liens in connection with
          any futures margin account; or (ii) deposited irrevocably for the
          payment of any liabilities for purposes of determining the Tortoise
          Notes Basic Maintenance Amount.

                    (I) common stocks (i) (A) which are traded on the New York
          Stock Exchange, the American Stock Exchange or in the over-the-counter
          market, (B) which, if cash dividend paying, pay cash dividends in U.S.
          dollars, and (C) which may be sold without restriction by the Fund;
          provided, however, that (1) common stock which, while a Fitch Eligible
          Asset owned by the Fund, ceases paying any regular cash dividend will
          no longer be considered a Fitch Eligible Asset until 60 calendar days
          after the date of the announcement of such cessation, unless the
          issuer of the common stock has senior debt securities rated at least
          A- by Fitch and (2) the aggregate Market Value of the Fund's holdings
          of the common stock of any issuer in excess of 5% per US issuer of the
          number of Outstanding shares times the Market Value of such common
          stock shall not be a Fitch's Eligible Asset; (ii) securities
          denominated in any currency other than the U.S. dollar and securities
          of issuers formed under the laws of jurisdictions other than the
          United States, its states and the District of Columbia for which there
          are dollar-denominated American Depository Receipts ("ADRs") which are
          traded in the United States on exchanges or over-the-counter and are
          issued by banks formed under the laws of the United States, its states
          or the District of Columbia; provided, however, that the aggregate
          Market Value of the Fund's holdings of securities denominated in
          currencies other than the U.S. dollar and ADRs in excess of 3% of the
          aggregate Market Value of the Outstanding shares of common stock of
          such issuer or in excess of 10% of the Market Value of the Fund's
          Fitch Eligible Assets with respect to issuers formed under the laws of
          any single such non-U.S. jurisdiction other than Argentina, Australia,
          Brazil, Chile, France, Germany, Italy, Japan, Korea, Mexico, Spain or
          the United Kingdom (the "Approved Foreign Nations") shall not be a
          Fitch Eligible Asset; (iii) Small-cap stocks refer to stock with a
          market capitalization between $300 million to $2 billion; Mid-cap
          stocks refer to stock with a market capitalization greater then $2
          billion but less than $10 billion; Large-cap stocks are companies
          having a market capitalization greater $10 billion;

                 Fitch Common Stock Diversification Guidelines:
                 ----------------------------------------------
                 Type:                Max. Single Issuer (%)(1)

                 Large-cap                       5%
                 Mid-cap                         5%
                 Small-cap                       5%

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

(1)  Percentages represent both a portion of the aggregate market value and
     number of outstanding shares of the common stock portfolio.

                    (J) warrants on common stocks described above;

                    (K) Master Limited Partnership (MLP) Securities, which shall
          include the following securities, restricted or unrestricted, issued
          by an MLP or an affiliate of an MLP: (1) common units, (2) convertible
          subordinated units, (3) I-Shares, (4) I-units, (5) LLC securities and

                                       13

          (6) debt securities. An investment by the Company in the MLP
          Securities of any single issuer will qualify as a Fitch Eligible Asset
          only to the extent that such investment constitutes 10% of the total
          assets of the Company. The amount by which an investment in the MLP
          Securities of any single issuer exceeds 10% of the total assets of the
          Company will not qualify as a Fitch Eligible Asset;

                    (L) Senior Loans;

                    (M) Rule 144A Securities;

                    (N) asset-backed and mortgage-backed securities;

                    (O) Catastrophe Bonds;

                    (P) REIT and other real estate company securities, subject
          to 5% issuer limitation (including common, preferred, debt and other
          securities);

                    (Q) TRACERs, TRAINs and Structured Notes;

                    (R) Fitch Hedging Transactions; and

                    (S) Swaps, including Total Return Swaps entered into
          according to ISDA;

                    (T) Canadian Royalty Trusts and Canadian Income Trusts
          (collectively, "Royalty Trusts"), whose primary business operations
          are in the energy sector, which shall include the following
          securities, restricted or unrestricted, issued by a Royalty Trust or
          an affiliate of a Royalty Trust : (1) common units, (2) convertible
          subordinated units, (3) I-Shares, (4) I-units, (5) LLC securities and
          (6) debt securities. An investment by the Company in the Royalty
          Trusts of any single issuer will qualify as a Fitch Eligible Asset
          only to the extent that such investment constitutes 10% of the total
          assets of the Company. The amount by which an investment in the
          Royalty Trusts of any single issuer exceeds 10% of the total assets of
          the Company will not qualify as a Fitch Eligible Asset; and

                    (U) Marine Transportation Securities, subject to limitations
          in (I) common stocks above.

In addition, portfolio holdings as described below must be within the following
diversification and issue size requirements in order to be included in Fitch's
Eligible Assets:

Security Rated At         Maximum Single         Maximum Single        Minimum Issue Size
Least                        Issuer(1)           Industry(1,2)         ($ in million)(3)

     AAA                          100%                  100%            $100
     AA-                           20                    75             100
     A-                            10                    50             100
     BBB-                          6                     25             100
     BB-                           4                     16             50
     B-                            3                     12             50
     CCC                           2                      8             50
------------
(1)  Percentages represent a portion of the aggregate market value of the
     portfolio holdings.
(2)  Industries are determined according to Fitch's Industry Classifications, as
     defined herein.
(3)  Preferred stock has a minimum issue size of $50 million for all rating
     categories in the table.

                                       14

          k. "Fitch Exposure Period" means the period commencing on (and
including) a given Valuation Date and ending 41 days thereafter.

          l. "Fitch Hedging Transactions" means purchases or sales of
exchange-traded financial futures contracts based on any index approved by
Fitch, LIBOR or Treasury Bonds, and purchases, writings or sales of
exchange-traded put options on such futures contracts, any index approved by
Fitch, LIBOR or Treasury Bonds and purchases, writings or sales of
exchange-traded call options on such financial futures contracts, any index
approved by Fitch, LIBOR or Treasury bonds, subject to the following
limitations:v.

               (i) The Company may not engage in any Fitch Hedging Transaction
     based on any index approved by Fitch (other than transactions that
     terminate a futures contract or option held by the Company by the Fund's
     taking the opposite position thereto ("closing transactions")) that would
     cause the Company at the time of such transaction to own or have sold
     outstanding financial futures contracts based on such index exceeding in
     number 10% of the average number of daily traded financial futures
     contracts based on such index in the 30 days preceding the time of
     effecting such transaction as reported by The Wall Street Journal.

               (ii) The Company will not engage in any Fitch Hedging Transaction
     based on Treasury Bonds or LIBOR (other than closing transactions) that
     would cause the Company at the time of such transaction to own or have
     sold:

                    (A) Outstanding financial futures contracts based on
          Treasury Bonds or LIBOR with such contracts having an aggregate market
          value exceeding 20% of the aggregate market value of Fitch Eligible
          Assets owned by the Company and rated at least AA by Fitch (or, if not
          rated by Fitch Ratings, rated at least Aa by Moody's; or, if not rated
          by Moody's, rated at least AAA by S&P); or

                    (B) Outstanding financial futures contracts based on
          Treasury Bonds or LIBOR with such contracts having an aggregate market
          value exceeding 40% of the aggregate market value of all Fitch
          Eligible Assets owned by the Company (other than Fitch Eligible Assets
          already subject to a Fitch Hedging Transaction) and rated at least BBB
          by Fitch (or, if not rated by Fitch Ratings, rated at least Baa by
          Moody's; or, if not rated by Moody's, rated at least A by S&P) (for
          purposes of the foregoing clauses (i) and (ii), the Company shall be
          deemed to own futures contracts that underlie any outstanding options
          written by the Fund);

               (iii) The Company may engage in closing transactions to close out
     any outstanding financial futures contract based on any index approved by
     Fitch if the amount of open interest in such index as reported by The Wall
     Street Journal is less than an amount to be mutually determined by Fitch
     and the Fund.

               (iv) The Company may not enter into an option or futures
     transaction unless, after giving effect thereto, the Company would continue
     to have Fitch Eligible Assets with an aggregate Discounted Value equal to
     or greater than the Tortoise Notes Basic Maintenance Amount.

          n. "Fitch Industry Classifications" means, for the purposes of
determining Fitch Eligible Assets, each of the following industry
classifications:

     Aerospace & Defense
     Automobiles
     Banking, Finance & Real Estate
     Broadcasting & Media
     Building & Materials
     Cable

                                       15

     Chemicals
     Computers & Electronics
     Consumer Products
     Energy
     Environmental Services
     Farming & Agriculture
     Food, Beverage & Tobacco
     Gaming, Lodging & Restaurants
     Healthcare & Pharmaceuticals
     Industrial/Manufacturing
     Insurance
     Leisure & Entertainment
     Metals & Mining
     Miscellaneous
     Packaging and Containers
     Paper & Forest Products
     Retail
     Sovereign
     Structured Finance Obligations
     Supermarkets & Drugstores
     Telecommunications
     Textiles & Furniture
     Transportation
     Utilities

The Company shall use its discretion in determining which industry
classification is applicable to a particular investment.

          o. "Fitch Loan Category" means the following four categories (and, for
purposes of this categorization, the Market Value of a Fitch Eligible Asset
trading at par is equal to $1.00):

               (i) "Fitch Loan Category A" means Performing Bank Loans which
     have a Market Value or an Approved Price greater than or equal to $0.90.

               (ii) "Fitch Loan Category B" means: (A) Performing Bank Loans
     which have a Market Value or an Approved Price greater than or equal to
     $0.80 but less than $0.90; and (B) non-Performing Bank Loans which have a
     Market Value or an Approved Price greater than or equal to $0.85.

               (iii) "Fitch Loan Category C" means (A) Performing Bank Loans
     which have a Market Value or an Approved Price greater than or equal to
     $0.70 but less than $0.80; (B) non-Performing Bank Loans which have a
     Market Value or an Approved Price greater than or equal to $0.75 but less
     than $0.85; and (C) Performing Bank Loans without an Approved Price rated
     BB- or higher by Fitch Ratings. If a security is not rated by Fitch Ratings
     but is rated by two other NRSROs, then the lower of the ratings on the
     security from the two other NRSROs will be used to determine the Fitch
     Discount Factor (e.g., where the S&P rating is A- and the Moody's rating is
     Baa1, a rating by Fitch Ratings of BBB+ will be used). If a security is not
     rated by Fitch Ratings but is rated by only one other NRSRO, then the
     rating on the security from the other NRSRO will be used to determine the
     Fitch Discount Factor (e.g., where the only rating on a security is an S&P
     rating of AAA-, a rating by Fitch Ratings of AAA- will be used, and where
     the only rating on a security is a Moody's rating of Ba3, a rating by Fitch
     Ratings of BB- will be used).

                                       16

               (iv) "Fitch Loan Category D" means Bank Loans not described in
     any of the foregoing categories.

               Notwithstanding any other provision contained above, for purposes
     of determining whether a Fitch Eligible Asset falls within a specific Fitch
     Loan Category, to the extent that any Fitch Eligible Asset would fall in
     more than one of the Fitch Loan Categories, such Fitch Eligible Asset shall
     be deemed to fall into the Fitch Loan Category with the lowest applicable
     Fitch Discount Factor.

          p. "Foreign Bonds" has the meaning set forth in clause (D) of the
definition of "Fitch Eligible Assets."

          q. "Interest Rate Swap" means an arrangement whereby two parties
(called counterparties) enter into an agreement to exchange periodic interest
payments. The dollar amount the counterparties pay to each other is an
agreed-upon periodic interest rate multiplied by some predetermined dollar
principal, called the notional principal amount. No principal is exchanged
between parties to the transaction; only interest is exchanged.

          r. "Interest Rate Cap" means an options contract which puts an upper
limit on a floating exchange rate. The contract protects the holder from rises
in short-term interest rates by making a payment to the holder when an
underlying interest rate (the index or reference interest rate) exceeds a
specified strike rate (the cap rate).

          s. "Middle Market Bank Preferred Stock" means, for purposes of
determining the applicable Fitch Discount Factor, adjustable rate non-cumulative
perpetual preferred stock issued by small- to mid-sized banks with assets of
between $200 million and $10 billion.

          t. "Performing" means with respect to any asset, the issuer of such
investment is not in default of any payment obligations in respect thereof.

          u. "Pricing Service" means any pricing service designated by the Board
of Directors of the Company and approved by Fitch or Moody's, as applicable, for
purposes of determining whether the Company has Eligible Assets with an
aggregate Discounted Value that equals or exceeds the Tortoise Notes Basic
Maintenance Amount.

          v. "Short-Term Money Market Instrument" means the following types of
instruments if, on the date of purchase or other acquisition thereof by the
Fund, the remaining term to maturity thereof is not in excess of 180 days:

               (i) commercial paper rated A-1 if such commercial paper matures
     in 30 days or A-1+ if such commercial paper matures in over 30 days;

               (ii) demand or time deposits in, and banker's acceptances and
     certificates of deposit of (A) a depository institution or trust company
     incorporated under the laws of the United States of America or any state
     thereof or the District of Columbia or (B) a United States branch office or
     agency of a foreign depository institution (provided that such branch
     office or agency is subject to banking regulation under the laws of the
     United States, any state thereof or the District of Columbia);

               (iii) overnight funds;

               (iv) U.S. Government Securities; and

               (v) Eurodollar demand or time deposits in, or certificates of
     deposit of, the head office or the London branch office of a depository
     institution or trust company if the certificates of deposit, if any, and
     the long-term unsecured debt obligations (other than such obligations the
     ratings of

                                       17

     which are based on the credit of a person or entity other than such
     depository institution or trust company) of such depository institution or
     Fund company that have (1) credit ratings on such Valuation Date of at
     least P-1 from Moody's and either F1+ from Fitch or A-1+ from S&P, in the
     case of commercial paper or certificates of deposit, and (2) credit ratings
     on each Valuation Date of at least Aa3 from Moody's and either AA- from
     Fitch or AA- from S&P, in the case of long-term unsecured debt obligations;
     provided, however, that in the case of any such investment that matures in
     no more than one Business Day from the date of purchase or other
     acquisition by the Fund, all of the foregoing requirements shall be
     applicable except that the required long-term unsecured debt credit rating
     of such depository institution or trust company from Moody's, Fitch and S&P
     shall be at least A2, A and A, respectively; and provided further, however,
     that the foregoing credit rating requirements shall be deemed to be met
     with respect to a depository institution or trust company if (1) such
     depository institution or trust company is the principal depository
     institution in a holding company system, (2) the certificates of deposit,
     if any, of such depository institution or Fund company are not rated on any
     Valuation Date below P-1 by Moody's, F1+ by Fitch or A-1+ by S&P and there
     is no long-term rating, and (3) the holding company shall meet all of the
     foregoing credit rating requirements (including the preceding proviso in
     the case of investments that mature in no more than one Business Day from
     the date of purchase or other acquisition by the Fund); and provided
     further, that the interest receivable by the Fund shall not be subject to
     any withholding or similar taxes.

          w. "Structured Notes" means privately negotiated debt obligations
where the principal and/or interest is determined by reference to the
performance of a benchmark asset or market (an "embedded index"), such as
selected securities or an index of securities, or the differential performance
of two assets or markets, such as indices reflecting bonds.

          x. "Swap" means a derivative transaction between two parties who
contractually agree to exchange the returns (or differentials in rates of
return) to be exchanges or "swapped" between the parties, which returns are
calculated with respect to a "notional amount," i.e., a particular dollar amount
invested at a particular interest rate or in a "basket" of securities
representing a particular index.

          y. "Total Return Swap" means an agreement between counterparties in
which one party agrees to make payments of the total return from underlying
asset(s), which may include securities, baskets of securities, or securities
indices during the specified period, in return for payments equal to a fixed or
floating rate of interest or the total return from other underlying asset(s).

          z. "TRACERs" means traded custody receipts representing direct
ownership in a portfolio of underlying securities.

          aa. "TRAINs" means Targeted Return Index Securities, which are trust
certificates comprised of bonds that are chosen to track a particular index.

          bb. "U.S. Government Securities" mean securities that are direct
obligations of, and obligations the timely payment of principal and interest on
which is fully guaranteed by, the United States of America or any agency or
instrumentality of the United States of America, the obligations of which are
backed by the full faith and credit of the United States of America and in the
form of conventional bills, bonds and notes.

          cc. "U.S. Treasury Securities" means direct obligations of the United
States Treasury that are entitled to the full faith and credit of the United
States.

          dd. "U.S. Treasury Strips" means securities based on U.S. Treasury
Securities created through the Separate Trading of Registered Interest and
Principal of Securities program.

          ee. "Valuation Date" means, for purposes of determining whether the
Company is maintaining the Tortoise Notes Basic Maintenance Amount, the last
Business Day of each week commencing with the Date of Original Issue.

                                       18

                                       19

                   TORTOISE NORTH AMERICAN ENERGY CORPORATION

                               MOODY'S GUIDELINES

     Below is set forth for Tortoise North American Energy Corporation (the
"Company") the Moody's Guidelines, as defined in the Indenture and Supplemental
Indenture (collectively, the "Indenture") of the auction rate senior notes (the
"Tortoise Notes"). Capitalized terms not defined herein shall have the same
meanings as defined in the Indenture. Moody's may amend, alter or change these
Moody's Guidelines, in its sole discretion, provided however, that Moody's
provide any such amendments, alterations or changes to the Company in writing.

1.   CERTAIN OTHER RESTRICTIONS.

     For so long as any principal amount of Tortoise Notes is Outstanding and
Moody's is then rating the Tortoise Notes, the Company will not, unless it has
received written confirmation from Moody's (if Moody's is then rating Tortoise
Notes), that any such action would not impair the rating then assigned by such
rating agency to a series of Tortoise Notes, engage in any one or more of the
following transactions:

     a. write unsecured put or uncovered call options on portfolio securities;

     b. issue additional series of Tortoise Notes or any class or series of
shares ranking prior to or on a parity with Tortoise Notes with respect to the
payment of interest and principal or the distribution of assets upon
dissolution, liquidation or winding up of the Company, or reissue any Tortoise
Notes previously purchased or redeemed by the Company;

     c. engage in any "naked" short sales of securities in excess of either of
the following limitations: (i) measured on a daily basis, the market value of
all such "naked" short sale positions will not exceed 2% of the Company's total
assets, and (ii) at the time of entering into any such short sales, the market
value of all such short sale positions immediately following such transaction
shall not exceed 2% of the Company's total assets; lend portfolio securities; or

     d. merge or consolidate into or with any other corporation.

2.   COMPLIANCE PROCEDURES FOR ASSET MAINTENANCE TESTS.

     a. The Company shall deliver to Moody's (if Moody's is then rating Tortoise
Notes), a certificate with respect to the calculation of the Tortoise Notes
Basic Maintenance Amount (a "Tortoise Notes Basic Maintenance Certificate") as
of (A) the Original Issue Date, (B) the last Valuation Date of each month, (C)
any date requested by any rating agency, (D) a Business Day on or before any
Asset Coverage Cure Date relating to the Company's cure of a failure to meet the
Tortoise Notes Basic Maintenance Amount test, (E) any day that common shares,
preferred shares or Tortoise Notes are redeemed and (F) any day the Eligible
Assets have an aggregate discounted value less than or equal to 150% of the
Tortoise Notes Basic Maintenance Amount. Such Tortoise Notes Basic Maintenance
Certificate shall be delivered in the case of clause (i)(A) above on or before
the seventh Business Day following the Original Issue Date and in the case of
all other clauses above on or before the seventh Business Day after the relevant
Valuation Date or Asset Coverage Cure Date.

     b. The Company shall deliver to Moody's (if Moody's is then rating Tortoise
Notes), a certificate with respect to the calculation of the 1940 Act Tortoise
Notes Asset Coverage and the value of the portfolio holdings of the Company (a
"1940 Act Tortoise Notes Asset Coverage Certificate") (i) as of the Original
Issue Date, and (ii) as of (A) the last Valuation Date of each quarter
thereafter, and (B) as of the Business Day on or before the Asset Coverage Cure
Date relating to the failure to satisfy the 1940 Act Tortoise Notes Asset
Coverage. Such 1940 Act Tortoise Notes Asset Coverage Certificate shall be
delivered in the case of clause (i) above on or before the seventh Business Day
following the Original Issue Date and in the case of clause (ii) above on or
before the seventh Business Day after the relevant Valuation Date or the Asset
Coverage Cure Date. The certificates of (a) and (b) of this Section may be
combined into a single certificate.

                                       20

     c. Within ten Business Days of the Original Issue Date, the Company shall
deliver to the Auction Agent and Moody's (if Moody's is then rating Tortoise
Notes), a letter prepared by the Company's independent accountants (an
"Accountant's Certificate") regarding the accuracy of the calculations made by
the Company in the Tortoise Notes Basic Maintenance Certificate and the 1940 Act
Tortoise Notes Asset Coverage Certificate required to be delivered by the
Company as of the Original Issue Date. Within ten Business Days after the last
Valuation Date of each fiscal year of the Company on which a Tortoise Notes
Basic Maintenance Certificate is required to be delivered, the Company will
deliver to the Auction Agent and Moody's (if Moody's is then rating Tortoise
Notes), an Accountant's Certificate regarding the accuracy of the calculations
made by the Company in such Tortoise Notes Basic Maintenance Certificate. Within
ten Business Days after the last Valuation Date of each fiscal year of the
Company on which a 1940 Act Tortoise Notes Asset Coverage Certificate is
required to be delivered, the Company will deliver to the Auction Agent and
Moody's (if Moody's is then rating Tortoise Notes), an Accountant's Certificate
regarding the accuracy of the calculations made by the Company in such 1940 Act
Tortoise Notes Asset Coverage Certificate. In addition, the Company will deliver
to the relevant persons specified in the preceding sentence an Accountant's
Certificate regarding the accuracy of the calculations made by the Company on
each Tortoise Notes Basic Maintenance Certificate and 1940 Act Tortoise Notes
Asset Coverage Certificate delivered pursuant to clause (iv) of paragraph (a) or
clause (ii)(B) of paragraph (b) of as the case may be, within ten days after the
relevant Asset Coverage Cure Date. If an Accountant's Certificate delivered with
respect to an Asset Coverage Cure Date shows an error was made in the Company's
report with respect to such Asset Coverage Cure Date, the calculation or
determination made by the Company's independent accountants will be conclusive
and binding on the Company with respect to such reports. If any other
Accountant's Certificate shows that an error was made in any such report, the
calculation or determination made by the Company's independent accountants will
be conclusive and binding on the Company; provided, however, any errors shown in
the Accountant's Certificate filed on a quarterly basis shall not be deemed to
be a failure to maintain the Tortoise Notes Basic Maintenance Amount on any
prior Valuation Dates.

     d. The Accountant's Certificates referred to in paragraph (c) will confirm,
based upon the independent accountant's review, (i) the mathematical accuracy of
the calculations reflected in the related Tortoise Notes Basic Maintenance
Amount and 1940 Act Tortoise Notes Asset Coverage Certificates, as the case may
be, and (ii) that the Company determined whether the Company had, at such
Valuation Date, Eligible Assets with an aggregate Discounted Value at least
equal to the Basic Maintenance Amount in accordance with the Indenture.

3.   DEFINITIONS.

     a. "APPROVED PRICE" means the "fair value" as determined by the Company in
accordance with the valuation procedures adopted from time to time by the Board
of Directors of the Company and for which the Company receives a mark-to-market
price (which, for the purpose of clarity, shall not mean Market Value) from an
independent source at least semi-annually.

     b. "BANK LOANS" means direct purchases of, assignments of, participations
in and other interests in (a) any bank loan or (b) any loan made by an
investment bank, investment fund or other financial institution, provided that
such loan under this clause (b) is similar to those typically made, syndicated,
purchased or participated by a commercial bank or institutional loan investor in
the ordinary course of business.

     c. "TORTOISE NOTES BASIC MAINTENANCE AMOUNT" as of any Valuation Date means
the dollar amount equal to:

          (i) the sum of (A) the product resulting from multiplying the number
     of Outstanding Tortoise Notes on such date by $25,000 plus any redemption
     premium; (B) the aggregate amount of interest that will have accumulated at
     the Applicable Rate (whether or not earned or declared) to and including
     the first Interest Payment Date that follows such Valuation Date (or to the
     30th day after such Valuation Date, if such 30th day occurs before the
     first following Interest Payment Date); (C) the amount of anticipated
     Company non-interest expenses for the 90 days subsequent to such Valuation
     Date; (D) the amount of the current outstanding balances of any
     indebtedness which is senior to the Tortoise Notes plus interest actually
     accrued together with 30 days additional interest on the current
     outstanding balances calculated at the

                                       21

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

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

     d. "MOODY'S DISCOUNT FACTOR" means, for purposes of determining the
Discounted Value of any Moody's Eligible Asset, the percentage determined as
follows. In addition to the reporting required above in Section 2 above, the
Company must notify Moody's if the portfolio coverage ratio of the Discounted
Value of Moody's Eligible Assets to liabilities is less than 150%. Computation
of the Tortoise Notes Basic Maintenance Amount test requires the use of the
diversification table under Section 3(e) below prior to applying the Moody's
Discount Factors noted below and after identifying Moody's Eligible Assets. The
Moody's Discount Factor for any Moody's Eligible Asset, other than the
securities set forth below, will be the percentage provided in writing by
Moody's.

          (i) Corporate debt securities: The percentage determined by reference
     to the rating on such asset with reference to the remaining term to
     maturity of such asset, in accordance with the table set forth below (non
     convertibles).

                                                        Term to Maturity of Corporate Debt

                                                              Moody's Rating Category
                                                              -----------------------

    Term to Maturity of           AAA          AA           A          BAA          BA            B       Unrated(2)
       Corporate Debt             ---          --           -          ---          --            -       -------
        Security (1)

1 year or less.............       109%         112%        115%        118%         137%         150%         250%
2 years or less (but longer       115          118         122         125          146          160          250
than 1 year................
3 years or less (but longer       120          123         127         131          153          168          250
than 2 years)..............
4 years or less (but longer       126          129         133         138          161          176          250
than 3 years)..............
5 years or less (but longer       132          135         139         144          168          185          250
than 4 years)..............
7 years or less (but longer       139          143         147         152          179          197          250
than 5 years)..............
10 years or less (but             145          150         155         160          189          208          250
longer than 7 years).......
15 years or less (but             150          155         160         165          196          216          250
longer than 10 years)......
20 years or less (but             150          155         160         165          196          228          250
longer than 15 years)......
30 years or less (but             150          155         160         165          196          229          250
longer than 20 years)......
Greater than 30 years             165          173         181         189          205          240          250
------------------------------------

(1)  The Moody's Discount Factors above for corporate debt securities shall also
     be applied to any interest rate swap or cap, in which case the rating of
     the counterparty shall determine the appropriate rating category.

                                       22

(2)  Unless conclusions regarding liquidity risk as well as estimates of both
     the probability and severity of default for the Corporation's assets can be
     derived from other sources, securities rated below B by Moody's and unrated
     securities, which are securities rated by neither Moody's, S&P nor Fitch,
     are limited to 10% of Moody's Eligible Assets. If a corporate debt security
     is unrated by Moody's, S&P or Fitch, the Company will use the percentage
     set forth under "Unrated" in this table. Ratings assigned by S&P or Fitch
     are generally accepted by Moody's at face value. However, adjustments to
     face value may be made to particular categories of credits for which the
     S&P and/or Fitch rating does not seem to approximate a Moody's rating
     equivalent. Split rated securities assigned by S&P and Fitch will be
     accepted at the lower of the two ratings.

          For corporate debt securities that do not pay interest in U.S.
     dollars, the company sponsor will contact Moody's to obtain the applicable
     currency conversion rates.

          (ii) Preferred stock: The Moody's Discount Factor for taxable
     preferred stock shall be:

          Aaa......................................                  150%
          Aa.......................................                  155%
          A........................................                  160%
          Baa......................................                  165%
          Ba.......................................                  196%
          B........................................                  216%
          Less than B or Not Rated.................                  250%

          Preferred stock whose dividends are eligible for the dividends
     received deduction under the Code ("DRD") will be assigned a different
     Moody's Discount Factor. Investment grade DRDs will be given a 165% Moody's
     Discount Factor and non-investment grade DRDs will receive a 216% Moody's
     Discount Factor.

          (iii) Common stock:

             Common Stocks(1)          Large Cap        Mid Cap        Small Cap

     7 week exposure period.........     200%             205%           220%
     ----------------------------------
(1)  Market cap for Large-cap stocks are $10 billion and up, Mid-cap stocks
     range between $2 billion and $10 billion, and Small-cap stocks are $2
     billion and below.

          (iv) Convertible securities (including convertible preferreds):

          Equity- the convertibles is this group would have a delta that ranges
     between 1-.8. For investment grade bonds the discount factor would be 195%
     and for below investment grade securities the discount factor would be
     229%.

          Total Return- the convertibles in this group would have a delta that
     ranges between .8-.4. For investment grade bonds the discount factor would
     be 192% and for below investment grade securities the discount factor would
     be 226%.

          Yield Alternative- the convertibles in this group would have a delta
     that ranges between .4-0. For this category the discount factors used are
     based on Moody's rating for corporate debt securities table.

          Any unrated convertible bonds would receive a discount factor of 250%.

          Upon conversion to common stock, the discount factors applicable to
     common stock in (iii) above will apply.

                                       23

          (v) Common Stock, Preferred Stock and Corporate Debt Securities of
     REITs:

               (A) For corporate debt securities of REITs, apply the Moody's
          Discount Factors in (i) above.

               (B) For common stock and preferred stock of REITs, the Moody's
          Discount Factor shall be the percentage specified in the table set
          forth below:



                                                                      Moody's
                                                                      Discount
                                                                       Factor
                                                                      --------
           common stock of REITS..................................      154%
           preferred stock of REITS with a Moody's
                S&P or Fitch rating (including a Senior
                      Implied Rating):............................      154%
                without a Moody's S&P or Fitch rating
                    (including a Senior Implied Rating):..........      208%

               (C) Notwithstanding the above, a Moody's Discount Factor of 250%
          will be applied: (1) to those assets in a single NAREIT industry
          category/sector which exceed 30% of Moody's Eligible Assets but are
          not greater than 35% of Moody's Eligible Assets; (2) if dividends on
          such securities have not been paid consistently (either quarterly or
          annually) over the previous three years, or for such shorter time
          period that such securities have been outstanding; or (3) if the
          market capitalization (including common stock and preferred stock) of
          an issuer is below $500 million.

          (vi) Short-Term Instruments: The Moody's Discount Factor applied to
     short-term portfolio securities, including without limitation corporate
     debt securities and Short Term Money Market Instruments will be (A) 100%,
     so long as such portfolio securities mature or have a demand feature at par
     exercisable within the Moody's Exposure Period; (B) 115%, so long as such
     portfolio securities do not mature within the Moody's Exposure Period or
     have a demand feature at par not exercisable within the Moody's Exposure
     Period; and (C) 125%, if such securities are not rated by Moody's, so long
     as such portfolio securities are rated at least A-1+/AA or SP-1+/AA by S&P
     and mature or have a demand feature at par exercisable within the Moody's
     Exposure Period. A Moody's Discount Factor of 100% will be applied to cash.

          (vii) U.S. Government Securities and U.S. Treasury Strips:

                                                    U.S. Government           U.S. Treasury
                                                      Securities             Strips Discount
            Remaining Term to Maturity              Discount Factor               Factor
            --------------------------              ---------------          ---------------

1 year or less................................            107%                     107%
2 years or less (but longer than 1 year)......            113                      115
3 years or less (but longer than 2 years).....            118                      121
4 years or less (but longer than 3 years).....            123                      128
5 years or less (but longer than 4 years).....            128                      135
7 years or less (but longer than 5 years).....            135                      147
10 years or less (but longer than 7 years)....            141                      163
15 years or less (but longer than 10 years)...            146                      191
20 years or less (but longer than 15 years)...            154                      218
30 years or less (but longer than 20 years)...            154                      244

                                       24

          (viii) Sovereign debt securities: The Moody's Discount Factor for
     sovereign debt securities of qualified sovereign nations shall be 250% if
     such obligation is denominated in U.S. dollars or Euros. If the obligation
     is denominated in a currency other than U.S. dollars or Euros, the Moody's
     Discount Factor above will be adjusted by a factor as determined in writing
     by Moody's.

          (ix) Rule 144A Securities: The Moody's Discount Factor applied to Rule
     144A Securities for Rule 144A Securities whose terms include rights to
     registration under the Securities Act within one year and Rule 144A
     Securities which do not have registration rights within one year will be
     120% and 130%, respectively, of the Moody's Discount Factor which would
     apply were the securities registered under the Securities Act.

          (x) Bank Loans: The Moody's Discount Factor applied to senior Bank
     Loans ("Senior Loans") shall be the percentage specified in accordance with
     the table set forth below (or such lower percentage as Moody's may approve
     in writing from time to time):

                                                                        Moody's Rating Category
                                                  --------------------------------------------------------------------
                                                                                                     CAA and Below
                                                                                                      (Including
                                                                                                    Distressed And
                  Type of Loan                        AAA-A        BAA and BA(1)        B(1)          Unrated)(1)
                  ------------                        -----        ----------           -             --------  

Senior Loans greater than $250 MM...........          118%              136%            149%             250%
non-Senior Loans greater than $250 MM.......          128%              146%            159%             250%
loans less than $250 MM.....................          139%              156%            169%             270%
------------------------------

(1)  If a Senior Loan is not rated by any of Moody's, S&P or Fitch Ratings, the
     Company will use the applicable percentage set forth under the column
     entitled "Caa and below (including distressed and unrated)" in the table
     above. Ratings assigned the S&P and/or Fitch are generally accepted by
     Moody's at face value. However, adjustments to face value may be made to
     particular categories of securities for which the ratings by S&P and/or
     Fitch do not seem to approximate a Moody's rating equivalent. Split rated
     securities assigned by S&P and Fitch (i.e., these rating agencies assign
     different rating categories to the security) will be accepted at the lower
     of the two ratings; provided however, that, in a situation where a security
     is rated "B" (or equivalent) by a given rating agency and rated "Ccc" (or
     equivalent) by another rating agency, the Company will use the applicable
     percentage set forth under the column entitled "B" in the table above.

          (xi) Master Limited Partnership (MLP) Securities: The Moody's Discount
     Factor applied to MLP Securities shall be applied in accordance with the
     table set forth below:.

                                       MLP SECTOR (1) (2)       Discount Factor
                                       ------------------       ---------------
         Large-cap MLPs                                               170%

         Mid and Small-cap MLPs
                  Natural Resources (Oil, Gas, Energy)                292%
                  Coal and Minerals                                   301%
                  Mortgage Real Estate                                291%
                  Income Real Estate                                  302%
                  Miscellaneous                                       342%
------------------------------------
(1)  Restricted securities of publicly held MLPs will be increased by 120%.
(2)  Private securities of privately held MLPs will receive no credit.

          (xii) Royalty Trust Securities: The Moody's Discount Factor applied to
     securities of Royalty Trusts shall be 270%.

                                       25

          (xiii) Marine Transportation Securities: The Moody's Discount Factor
     applied to securities of Marine Transportation entities shall be 291%.

          (xiv) Coal: The Moody's Discount Factor applied to securities of coal
     companies shall be 304%.

e.   "MOODY'S ELIGIBLE ASSETS" means:

     (i) cash (including interest and dividends due on assets rated (A) Baa3 or
higher by Moody's if the payment date is within five Business Days of the
Valuation Date, (B) A2 or higher if the payment date is within thirty days of
the Valuation Date, and (C) A1 or higher if the payment date is within the
Moody's Exposure Period) and receivables for Moody's Eligible Assets sold if the
receivable is due within five Business Days of the Valuation Date, and if the
trades which generated such receivables are (A) settled through clearing house
firms or (B) (1) with counterparties having a Moody's long-term debt rating of
at least Baa3 or (2) with counterparties having a Moody's Short Term Money
Market Instrument rating of at least P-1;

     (ii) Short Term Money Market Instruments so long as (A) such securities are
rated at least P-1, (B) in the case of demand deposits, time deposits and
overnight funds, the supporting entity is rated at least A2, or (C) in all other
cases, the supporting entity (1) is rated A2 and the security matures within one
month, (2) is rated A1 and the security matures within three months or (3) is
rated at least Aa3 and the security matures within six months; provided,
however, that for purposes of this definition, such instruments (other than
commercial paper rated by S&P and not rated by Moody's) need not meet any
otherwise applicable S&P rating criteria;

     (iii) U.S. Government Securities and U.S. Treasury Strips;

     (iv) Rule 144A Securities;

     (v) Senior Loans and other Bank Loans approved by Moody's;

     (vi) corporate debt securities if (A) such securities are rated B3or higher
by Moody's; (B) such securities provide for the periodic payment of interest in
cash in U.S. dollars or euros, except that such securities that do not pay
interest in U.S. dollars or euros shall be considered Moody's Eligible Assets if
they are rated by Moody's or S&P or Fitch; (C) for securities which provide for
conversion or exchange into equity capital at some time over their lives, the
issuer must be rated at least B3 by Moody's and the discount factor will be
250%; (D) for debt securities rated Ba1 and below, no more than 10% of the
original amount of such issue may constitute Moody's Eligible Assets; (E) such
securities have been registered under the Securities Act of 1933, as amended
("Securities Act") or are restricted as to resale under federal securities laws
but are eligible for resale pursuant to Rule 144A under the Securities Act as
determined by the Company's investment manager or portfolio manager acting
pursuant to procedures approved by the Board of Directors, except that such
securities that are not subject to U.S. federal securities laws shall be
considered Moody's Eligible Assets if they are publicly traded; and (F) such
securities are not subject to extended settlement.

     Notwithstanding the foregoing limitations, (x) corporate debt securities
not rated at least B3 by Moody's or not rated by Moody's shall be considered to
be Moody's Eligible Assets only to the extent the Market Value of such corporate
debt securities does not exceed 10% of the aggregate Market Value of all Moody's
Eligible Assets; provided, however, that if the Market Value of such corporate
debt securities exceeds 10% of the aggregate Market Value of all Moody's
Eligible Assets, a portion of such corporate debt securities (selected by the
Company) shall not be considered Moody's Eligible Assets, so that the Market
Value of such corporate debt securities (excluding such portion) does not exceed
10% of the aggregate Market Value of all Moody's Eligible Assets; and (y)
corporate debt securities rated by neither Moody's nor S&P nor Fitch shall be
considered to be Moody's Eligible Assets only to the extent such securities are
issued by entities which (i) have not filed for bankruptcy within the past three
years, (ii) are

                                       26

current on all principal and interest in their fixed income obligations, (iii)
are current on all preferred stock dividends, and (iv) possess a current,
unqualified auditor's report without qualified, explanatory language.

     (vii) preferred stocks if (A) dividends on such preferred stock are
cumulative, or if non-cumulative the Discount Factor should be amplified by a
factor of 1.10x Moody's listed Discount Factor (B) such securities provide for
the periodic payment of dividends thereon in cash in U.S. dollars or euros and
do not provide for conversion or exchange into, or have warrants attached
entitling the holder to receive, equity capital at any time over the respective
lives of such securities, (C) the issuer of such a preferred stock has common
stock listed on either the New York Stock Exchange or the American Stock
Exchange, (D) if such security consists of $1,000 par bonds that tend to trade
over-the-counter, (E) the issuer of such a preferred stock has a senior debt
rating from Moody's of Baa1 or higher or a preferred stock rating from Moody's
of Baa3 or higher and (F) such preferred stock has paid consistent cash
dividends in U.S. dollars or euros over the last three years or has a minimum
rating of A1 (if the issuer of such preferred stock has other preferred issues
outstanding that have been paying dividends consistently for the last three
years, then a preferred stock without such a dividend history would also be
eligible). In addition, the preferred stocks must have the diversification
requirements set forth in the table below and the preferred stock issue must be
greater than $50 million;

     (viii) common stocks (i) which (A) are traded on a nationally recognized
stock exchange (as approved by Moody's) or in the over-the-counter market, (B)
if cash dividend paying, pay cash dividends in US dollars and (C) may be sold
without restriction by the Company; provided, however, that (y) common stock
which, while a Moody's Eligible Asset owned by the Company, ceases paying any
regular cash dividend will no longer be considered a Moody's Eligible Asset
until 71 days after the date of the announcement of such cessation, unless the
issuer of the common stock has senior debt securities rated at least A3 by
Moody's and (z) the aggregate Market Value of the Company's holdings of the
common stock of any issuer in excess of 4% in the case of utility common stock
and 6% in the case of non-utility common stock of the aggregate Market Value of
the Company's holdings shall not be Moody's Eligible Assets, (ii) which are
securities denominated in any currency other than the US dollar or securities of
issuers formed under the laws of jurisdictions other than the United States, its
states and the District of Columbia for which there are dollar-denominated
American Depository Receipts ("ADRs") or their equivalents which are traded in
the United States on exchanges or over-the-counter and are issued by banks
formed under the laws of the United States, its states or the District of
Columbia or (iii) which are securities of issuers formed under the laws of
jurisdictions other than the United States (and in existence for at least five
years) for which no ADRs are traded; provided, however, that the aggregate
Market Value of the Company's holdings of securities denominated in currencies
other than the US dollar and ADRs in excess of (A) 6% of the aggregate Market
Value of the Outstanding shares of common stock of such issuer thereof or (B)
10% of the Market Value of the Company's Moody's Eligible Assets with respect to
issuers formed under the laws of any single such non-U.S. jurisdiction other
than Australia, Belgium, Canada, Denmark, Finland, France, Germany, Ireland,
Italy, Japan, the Netherlands, New Zealand, Norway, Spain, Sweden, Switzerland
and the United Kingdom, shall not be a Moody's Eligible Asset;

     (ix) sovereign debt securities. Debt securities of non-U.S. sovereign
nations if they are obligations of qualified sovereign nations provided in
writing by Moody's.

     (x) interest rate swaps if: (A) the aggregate notional amount of interest
rate swaps will not exceed the aggregate principal amount of outstanding
Tortoise Notes issued by the Company; (B) the counterparties to interest rate
swaps will not have senior unsecured ratings which are below Moody's A3. In
connection with interest rate swaps, the Company will provide to Moody's full
disclosure of ISDA agreements with all companion credit annexes enumerating
termination events along with terms of the interest rate swaps shall be provided
to Moody's within a reasonable time frame prior to entering into the interest
rate swap arrangement and all assignments and amendments will be disclosed by
the Company in writing to Moody's.

     The Tortoise Notes Basic Maintenance Certificate shall include the
following information about each interest rate swap held by the Company: (A)
term; (B) variation margin; (C) name of counterparty; and (D) termination value.
The variation margin and termination value of interest rate swaps will be

                                       27

factored into the Tortoise Notes Basic Maintenance Amount test as follows: (A)
the weekly variation margin of swap when positive will count as Moody's Eligible
Assets and will be by discounted by the Moody's Discount Factor for corporate
debt securities in C.(i) above based on the ratings of the interest rate swap
counterparties; (B) the weekly negative variation margin of an interest rate
swap will be deducted from aggregate Moody's Eligible Assets; (C) all segregated
assets in connection with interest rate swaps will not be considered Moody's
Eligible Assets; (D) the market value of an interest rate swap, when negative,
will not count as a Moody's Eligible Asset; and (E) the termination value of an
interest rate swap will be deemed to be a current liability for purposes of
calculating the Tortoise Notes Basic Maintenance Amount.

     (xi) financial contracts, as such term is defined in Section 3(c)(2)(B)(ii)
of the Investment Company Act of 1940, as amended, not otherwise provided for in
this definition but only upon receipt by the Company of a letter from Moody's
specifying any conditions on including such financial contract in Moody's
Eligible Assets and assuring the Company that including such financial contract
in the manner so specified would not affect the credit rating assigned by
Moody's to the Tortoise Notes.

     Additionally, in order to merit consideration as an eligible asset,
securities should be issued by entities which:

          (A) have not filed for bankruptcy with the past years;

          (B) are current on all principle and interest in their fixed income
     obligations;

          (C) are current on all preferred stock dividends;

          (D) possess a current, unqualified auditor's report without qualified,
     explanatory language.

     In addition, portfolio holdings (except common stock) as described above
must be within the following diversification and issue size requirements in
order to be included in Moody's Eligible Assets:

                                                 Maximum                Maximum                 Minimum
                                                  Single                 Single               Issue Size
                   Ratings(1)                 Issuer (2) (3)        Industry (3) (4)      ($ In Million) (5)
                   ----------                 --------------        ----------------      ------------------

Aaa..................................      .........100%         .........100%           .........$100
Aa...................................      ......... 20          ......... 60            ......... 100
A....................................      ......... 10          ......... 40            ......... 100
Baa..................................      .........  6          ......... 20            ......... 100
Ba...................................      .........  4          ......... 12            .........  50 (6)
B1-B2................................      .........  3          .........  8            .........  50 (6)
B3 or below..........................      .........  2          .........  5            .........  50 (6)
.........

(1)  Refers to the preferred stock and senior debt rating of the portfolio
     holding.
(2)  Companies subject to common ownership of 25% or more are considered as one
     issuer.
(3)  Percentages represent a portion of the aggregate Market Value of corporate
     debt securities.
(4)  Industries are determined according to Moody's Industry Classifications, as
     defined herein.
(5)  Except for preferred stock, which has a minimum issue size of $50 million.
(6)  Portfolio holdings from issues ranging from $50 million to $100 million and
     are limited to 20% of the Company's total assets.

     Portfolio holdings that are common stock as described above must be within
the following diversification and issue size requirements in order to be
included in Moody's Eligible Assets:

                                       28

                                            Maximum                Maximum                 Minimum
                                             Single                 Single                 Single
               Industry Category         Issuer (%) (1)        Industry (%) (1)         State (%) (1)
                                         --------------        ----------------         -------------

Utility...............................         4                      50                     7 (2)
Industrial............................         4                      45                     7
Financial.............................         5                      40                     6
Other.................................         6                      20                    N/A
------------------------------
(1)  Percentages represent both a portion of the aggregate market value and the
     number of outstanding shares of the common stock portfolio.
(2)  Utility companies operating in more than one state should be diversified
     according to the State of incorporation.

     Where the Company sells an asset and agrees to repurchase such asset in the
future, the Discounted Value of such asset will constitute a Moody's Eligible
Asset and the amount the Company is required to pay upon repurchase of such
asset will count as a liability for the purposes of the Tortoise Notes Basic
Maintenance Amount. Where the Company purchases an asset and agrees to sell it
to a third party in the future, cash receivable by the Company thereby will
constitute a Moody's Eligible Asset if the long-term debt of such other party is
rated at least A2 by Moody's and such agreement has a term of 30 days or less;
otherwise the Discounted Value of such purchased asset will constitute a Moody's
Eligible Asset. For the purposes of calculation of Moody's Eligible Assets,
portfolio securities which have been called for redemption by the issuer thereof
shall be valued at the lower of Market Value or the call price of such portfolio
securities.


     Notwithstanding the foregoing, an asset will not be considered a Moody's
Eligible Asset to the extent that it (i) has been irrevocably deposited for the
payment of (i)(A) through (i)(E) under the definition of Tortoise Notes Basic
Maintenance Amount or to the extent it is subject to any liens, as well as
segregated assets, except for (A) liens which are being contested in good faith
by appropriate proceedings and which Moody's has indicated to the Company will
not affect the status of such asset as a Moody's Eligible Asset, (B) liens for
taxes that are not then due and payable or that can be paid thereafter without
penalty, (C) liens to secure payment for services rendered or cash advanced to
the Company by its investment manager or portfolio manager, the Company's
custodian, transfer agent or registrar or the Auction Agent and (D) liens
arising by virtue of any repurchase agreement, or (ii) has been segregated
against obligations of the Company in connection with an outstanding derivative
transaction.

     (xii) Master Limited Partnership (MLP) Securities, which shall include the
following securities, restricted or unrestricted, issued by an MLP or an
affiliate of an MLP: (1) common units, (2) convertible subordinated units, (3)
I-Shares, (4) I-units and (5) debt securities.

     f. "MOODY'S EXPOSURE PERIOD" means the period commencing on a given
Valuation Date and ending 7 days thereafter.

     g. "MOODY'S HEDGING TRANSACTIONS" means purchases or sales of
exchange-traded financial futures contracts based on any index approved by
Moody's or Treasury Bonds, and purchases, writings or sales of exchange-traded
put options on such financial futures contracts, any index approved by Moody's
or Treasury Bonds, and purchases, writings or sales of exchange-traded call
options on such financial futures contracts, any index approved by Moody's or
Treasury Bonds, subject to the following limitations:

          (i) the Company will not engage in any Moody's Hedging Transaction
     based on any index approved by Moody's (other than transactions that
     terminate a future contract or option held by the Company by the Company's
     taking the opposite position thereto ("Closing Transaction")) that would
     cause the Company at the time of such transaction to own or have sold:

               (A) Outstanding financial futures contracts based on such index

                                       29

          exceeding in number 10% of the average number of daily traded
          financial futures contracts based on such index in the 30 days
          preceding the time of effecting such transaction as reported by The
          Wall Street Journal; or

               (B) Outstanding financial futures contracts based on any index
          approved by Moody's having a Market Value exceeding 50% of the Market
          Value of all portfolio securities of the Company constituting Moody's
          Eligible Assets owned by the Company;

          (ii) The Company will not engage in any Moody's Hedging Transaction
     based on Treasury Bonds (other than (Closing Transactions)) that would
     cause the Company at the time of such transaction to own or have sold:

               (A) Outstanding financial futures contracts based on Treasury
          Bonds with such contracts having an aggregate Market Value exceeding
          20% of the aggregate Market Value of Moody's Eligible Assets owned by
          the Company and rated Aa by Moody's (or, if not rated by Moody's but
          rated by S&P, rated AA by S&P and Fitch); or

               (B) Outstanding financial futures contracts based on Treasury
          Bonds with such contracts having an aggregate Market Value exceeding
          50% of the aggregate Market Value of all portfolio securities of the
          Company constituting Moody's Eligible Assets owned by the Company
          (other than Moody's Eligible Assets already subject to a Moody's
          Hedging Transaction) and rated Baa or A by Moody's (or, if not rated
          by Moody's but rated by S&P or Fitch, rated BBB or A by S&P or Fitch);

          (iii) The Company will engage in (Closing Transaction) to close out
     any outstanding financial futures contract based on any index approved by
     Moody's if the amount of open interest in such index as reported by The
     Wall Street Journal is less than an amount to be mutually determined by
     Moody's and the Company;

          (iv) The Company will engage in a (Closing Transaction) to close out
     any outstanding financial futures contract by no later than the fifth
     Business Day of the month in which such contract expires and will engage in
     a (Closing Transaction) to close out any outstanding option on a financial
     futures contract by no later than the first Business Day of the month in
     which such option expires;

          (v) The Company will engage in Moody's Hedging Transactions only with
     respect to financial futures contracts or options thereon having the next
     settlement date or the settlement date immediately thereafter;

          (vi) The Company (A) will not engage in options, including caps and
     floors, and futures transactions for leveraging or speculative purposes,
     except that an option or futures transaction shall not for these purposes
     be considered a leveraged position or speculative and (B) will not write
     any call options or sell any financial futures contracts for the purpose of
     hedging the anticipated purchase of an asset prior to completion of such
     purchase; and

          (vii) The Company will not enter into an option or futures transaction
     unless, after giving effect thereto, the Company would continue to have
     Moody's Eligible Assets with an aggregate Discounted Value equal to or
     greater than the Tortoise Notes Basic Maintenance Amount.

     h. "MOODY'S INDUSTRY CLASSIFICATIONS" means, for the purposes of
determining Moody's Eligible Assets, each of the following industry
classifications (or such other classifications as Moody's may from time to time
approve for application to the Tortoise Notes).

          (i) Aerospace and Defense: Major Contractor, Subsystems, Research,
     Aircraft Manufacturing, Arms, Ammunition.

                                       30

          (ii) Automobile: Automobile Equipment, Auto-Manufacturing, Auto Parts
     Manufacturing, Personal Use Trailers, Motor Homes, Dealers.

          (iii) Banking: Bank Holding, Savings and Loans, Consumer Credit, Small
     Loan, Agency, Factoring, Receivables.

          (iv) Beverage, Food and Tobacco: Beer and Ale, Distillers, Wines and
     Liquors, Distributors, Soft Drink Syrup, Bottlers, Bakery, Mill Sugar,
     Canned Foods, Corn Refiners, Dairy Products, Meat Products, Poultry
     Products, Snacks, Packaged Foods, Distributors, Candy, Gum, Seafood, Frozen
     Food, Cigarettes, Cigars, Leaf/Snuff, Vegetable Oil.

          (v) Buildings and Real Estate: Brick, Cement, Climate Controls,
     Contracting, Engineering, Construction, Hardware, Forest Products
     (building-related only), Plumbing, Roofing, Wallboard, Real Estate, Real
     Estate Development, REITs, Land Development.

          (vi) Chemicals, Plastics and Rubber: Chemicals (non-agricultural),
     Industrial Gases, Sulphur, Plastics, Plastic Products, Abrasives, Coatings,
     Paints, Varnish, Fabricating Containers.

          (vii) Packaging and Glass: Glass, Fiberglass, Containers made of:
     Glass, Metal, Paper, Plastic, Wood or Fiberglass.

          (viii) Personal and Non-Durable Consumer Products (Manufacturing
     Only): Soaps, Perfumes, Cosmetics, Toiletries, Cleaning Supplies, School
     Supplies.

          (ix) Diversified/Conglomerate Manufacturing.

          (x) Diversified/Conglomerate Service.

          (xi) Diversified Natural Resources, Precious Metals and Minerals:
     Fabricating, Distribution.

          (xii) Ecological: Pollution Control, Waste Removal, Waste Treatment
     and Waste Disposal.

          (xiii) Electronics: Computer Hardware, Electric Equipment, Components,
     Controllers, Motors, Household Appliances, Information Service
     Communication Systems, Radios, TVs, Tape Machines, Speakers, Printers,
     Drivers, Technology.

          (xiv) Finance: Investment Brokerage, Leasing, Syndication, Securities.

          (xv) Farming and Agriculture: Livestock, Grains, Produce, Agriculture
     Chemicals, Agricultural Equipment, Fertilizers.

          (xvi) Grocery: Grocery Stores, Convenience Food Stores.

          (xvii) Healthcare, Education and Childcare: Ethical Drugs, Proprietary
     Drugs, Research, Health Care Centers, Nursing Homes, HMOs, Hospitals,
     Hospital Supplies, Medical Equipment.

          (xviii) Home and Office Furnishings, Housewares, and Durable Consumer
     Products: Carpets, Floor Coverings, Furniture, Cooking, Ranges.

          (xix) Hotels, Motels, Inns and Gaming.

          (xx) Insurance: Life, Property and Casualty, Broker, Agent, Surety.

          (xxi) Leisure, Amusement, Motion Pictures, Entertainment: Boating,
     Bowling, Billiards, Musical Instruments, Fishing, Photo Equipment, Records,
     Tapes, Sports, Outdoor Equipment (Camping),

                                       31

     Tourism, Resorts, Games, Toy Manufacturing, Motion Picture Production
     Theaters, Motion Picture Distribution.

          (xxii) Machinery (Non-Agricultural, Non-Construction, Non-Electronic):
     Industrial, Machine Tools, Steam Generators.

          (xxiii) Mining, Steel, Iron and Non-Precious Metals: Coal, Copper,
     Lead, Uranium, Zinc, Aluminum, Stainless Steel, Integrated Steel, Ore
     Production, Refractories, Steel Mill Machinery, Mini-Mills, Fabricating,
     Distribution and Sales of the foregoing.

          (xxiv) Oil and Gas: Crude Producer, Retailer, Well Supply, Service and
     Drilling.

          (xxv) Printing, Publishing, and Broadcasting: Graphic Arts, Paper,
     Paper Products, Business Forms, Magazines, Books, Periodicals, Newspapers,
     Textbooks, Radio, T.V., Cable Broadcasting Equipment.

          (xxvi) Cargo Transport: Rail, Shipping, Railroads, Rail-car Builders,
     Ship Builders, Containers, Container Builders, Parts, Overnight Mail,
     Trucking, Truck Manufacturing, Trailer Manufacturing, Air Cargo, Transport.

          (xxvii) Retail Stores: Apparel, Toy, Variety, Drugs, Department, Mail
     Order Catalog, Showroom.

          (xxviii) Telecommunications: Local, Long Distance, Independent,
     Telephone, Telegraph, Satellite, Equipment, Research, Cellular.

          (xxix) Textiles and Leather: Producer, Synthetic Fiber, Apparel
     Manufacturer, Leather Shoes.

          (xxx) Personal Transportation: Air, Bus, Rail, Car Rental.

          (xxxi) Utilities: Electric, Water, Hydro Power, Gas.

          (xxxii) Diversified Sovereigns: Semi-sovereigns, Canadian Provinces,
     Supra-national Agencies.

          The Company will use SIC codes in determining which industry
     classification is applicable to a particular investment in consultation
     with the Independent Accountant and Moody's, to the extent the Company
     considers necessary.

     i. "PERFORMING" means with respect to any asset, the issuer of such
investment is not in default of any payment obligations in respect thereof.

     j. "PRICING SERVICE" means any pricing service designated by the Board of
Directors of the Company and approved by Fitch or Moody's, as applicable, for
purposes of determining whether the Company has Eligible Assets with an
aggregate Discounted Value that equals or exceeds the Tortoise Notes Basic
Maintenance Amount.

     k. "SENIOR IMPLIED RATING" is an NRSRO's opinion of a corporate family's
ability to honor its financial obligations and is assigned by the NRSRO to a
corporate family as if it had: a single class of debt; or a single consolidated
legal entity structure.

     l. "SHORT-TERM MONEY MARKET INSTRUMENT" means the following types of
instruments if, on the date of purchase or other acquisition thereof by the
Company, the remaining term to maturity thereof is not in excess of 180 days:

                                       32

          (i) commercial paper rated A-1 if such commercial paper matures in 30
     days or A-1+ if such commercial paper matures in over 30 days;

          (ii) demand or time deposits in, and banker's acceptances and
     certificates of deposit of (A) a depository institution or trust company
     incorporated under the laws of the United States of America or any state
     thereof or the District of Columbia or (B) a United States branch office or
     agency of a foreign depository institution (provided that such branch
     office or agency is subject to banking regulation under the laws of the
     United States, any state thereof or the District of Columbia);

          (iii) overnight funds;

          (iv) U.S. Government Securities; and

          (v) Eurodollar demand or time deposits in, or certificates of deposit
     of, the head office or the London branch office of a depository institution
     or trust company if the certificates of deposit, if any, and the long-term
     unsecured debt obligations (other than such obligations the ratings of
     which are based on the credit of a person or entity other than such
     depository institution or trust company) of such depository institution or
     fund company that has (1) credit ratings on such Valuation Date of at least
     P-1 from Moody's and either F1+ from Fitch or A-1+ from S&P, in the case of
     commercial paper or certificates of deposit, and (2) credit ratings on each
     Valuation Date of at least Aa3 from Moody's and either AA- from Fitch or
     AA- from S&P, in the case of long-term unsecured debt obligations;
     provided, however, that in the case of any such investment that matures in
     no more than one Business Day from the date of purchase or other
     acquisition by the Company, all of the foregoing requirements shall be
     applicable except that the required long-term unsecured debt credit rating
     of such depository institution or trust company from Moody's, Fitch and S&P
     shall be at least A2, A and A, respectively; and provided further, however,
     that the foregoing credit rating requirements shall be deemed to be met
     with respect to a depository institution or trust company if (1) such
     depository institution or trust company is the principal depository
     institution in a holding company system, (2) the certificates of deposit,
     if any, of such depository institution or fund company are not rated on any
     Valuation Date below P-1 by Moody's, F1+ by Fitch or A-1+ by S&P and there
     is no long-term rating, and (3) the holding company shall meet all of the
     foregoing credit rating requirements (including the preceding proviso in
     the case of investments that mature in no more than one Business Day from
     the date of purchase or other acquisition by the Company); and provided
     further, that the interest receivable by the Company shall not be subject
     to any withholding or similar taxes.

     m. "U.S. GOVERNMENT SECURITIES" mean securities that are direct obligations
of, and obligations the timely payment of principal and interest on which is
fully guaranteed by, the United States of America or any agency or
instrumentality of the United States of America, the obligations of which are
backed by the full faith and credit of the United States of America and in the
form of conventional bills, bonds and notes.

     n. "U.S. TREASURY SECURITIES" means direct obligations of the United States
Treasury that are entitled to the full faith and credit of the United States.

     o. "U.S. TREASURY STRIPS" means securities based on U.S. Treasury
Securities created through the Separate Trading of Registered Interest and
Principal of Securities program.

                                       33