TORTOISE NORTH AMERICAN ENERGY CORPORATION



                            AUCTION AGENCY AGREEMENT
                           dated as of _________, 2006
                                 relating to the
                   MONEY MARKET CUMULATIVE PREFERRED(R) SHARES
                              The Bank of New York
                                as Auction Agent

                            AUCTION AGENCY AGREEMENT

     This Auction Agency Agreement (this "Agreement"), dated as of _________,
2006, is between Tortoise North American Energy Corporation (the "Company") and
The Bank of New York.

     The Company proposes to issue an aggregate of _____ shares of its Money
Market Cumulative Preferred(R) Shares, $0.001 par value per share, liquidation
preference of $25,000 per share (the "MMP Shares"), authorized by, and subject
to the terms and conditions of, the Articles Supplementary of Money Market
Cumulative Preferred(R) Shares (the "Articles Supplementary").

     The Company desires that The Bank of New York perform certain duties as
agent in connection with each Auction of MMP Shares (in such capacity, the
"Auction Agent"), and as the transfer agent, registrar, dividend paying agent
and redemption agent with respect to the MMP Shares (in such capacity, the
"Paying Agent"), upon the terms and conditions set forth in this Agreement, and
the Company hereby appoints The Bank of New York as said Auction Agent and
Paying Agent in accordance with those terms and conditions.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Company and the Auction Agent agree as follows:

I.   DEFINITIONS AND RULES OF CONSTRUCTION.

     1.1  Terms Defined by Reference to the Articles Supplementary.

     Capitalized terms used herein but not defined herein shall have the
respective meanings specified in the Articles Supplementary.

     1.2  Certain Defined Terms.

     As used herein and in the Settlement Procedures, the following terms shall
have the following meanings, unless the context otherwise requires:

          (a) "Agent Member" shall mean a member of, or participant in, the
     Securities Depository that will act on behalf of a Bidder.

          (b) "Articles Supplementary" shall mean the Articles Supplementary of
     Money Market Cumulative Preferred(R) Shares of the Company dated _________,
     2006, specifying the powers, preferences and rights of the MMP Shares.

          (c) "Auction" shall have the meaning specified in Section 2.1 hereof.

          (d) "Auction Procedures" shall mean the procedures as from time to
     time in effect for conducting Auctions that are set forth in Part II of the
     Articles Supplementary.

          (e) "Authorized Officer" shall mean (i) in the case of the Auction
     Agent, each Vice President, Assistant Vice President and Assistant
     Treasurer of the Auction Agent


                                       1

     assigned to the Dealing and Trading Group of its Corporate Trust Division
     and every other officer or employee of the Auction Agent designated an
     "Authorized Officer" for purposes hereof in a written communication
     delivered to the Company and (ii) in the case of the Company, its Treasurer
     and every other officer or employee of the Company designated an
     "Authorized Officer" for purposes hereof in a written communication
     delivered to the Auction Agent.

          (f) "Broker-Dealer Agreement" shall mean each agreement between the
     Auction Agent and a broker-dealer substantially in the form attached hereto
     as Exhibit A.

          (g) "Closing" shall mean the date the Company consummates the
     transactions for the issuance and sale of the MMP Shares.

          (h) "Company Officer" shall mean the President, each Vice President
     (whether or not designated by a number or word or words added before or
     after the title "Vice President"), the Secretary, the Treasurer, each
     Assistant Secretary and each Assistant Treasurer of the Company and every
     other officer or employee of the Company designated as a "Company Officer"
     for purposes hereof in a notice from the Company to the Auction Agent.

          (i) "Holder" means, with respect to MMP Shares, the registered holder
     of MMP Shares as the same appears on the share ledger or share records of
     the Company.

          (j) "Rate Multiple" shall have the meaning assigned to it in Section
     2.8.

          (k) "Settlement Procedures" shall mean the Settlement Procedures
     attached as Exhibit A to the Broker-Dealer Agreement.

     1.3 Rules of Construction.

     Unless the context or use indicates another or different meaning or intent,
the following rules shall apply to the construction of this Agreement:

          (a) Words importing the singular number shall include the plural
     number and vice versa.

          (b) The captions and headings herein are solely for convenience of
     reference and shall not constitute a part of this Agreement nor shall they
     affect its meaning, construction or effect.

          (c) The words "hereof," "herein," "hereto" and other words of similar
     import refer to this Agreement as a whole.

          (d) All references herein to a particular time of day shall be to New
     York City time.


                                       2

II.  THE AUCTION.

          2.1 Purpose; Incorporation by Reference of Auction Procedures and
     Settlement Procedures.

               (a) The Board of Directors of the Company has adopted a
          resolution appointing The Bank of New York as Auction Agent for
          purposes of the Auction Procedures. The Auction Agent hereby accepts
          such appointment and agrees that, on each Auction Date, it shall
          follow (i) the procedures set forth in this Section 2 and (ii) the
          Auction Procedures for the purpose of determining the Applicable Rate
          for the MMP Shares for the next Dividend Period. Each periodic
          operation of such procedures is hereinafter referred to as an
          "Auction."

               (b) All of the provisions contained in the Auction Procedures and
          in the Settlement Procedures are incorporated herein by reference in
          their entirety and shall be deemed to be a part of this Agreement to
          the same extent as if such provisions were set forth fully herein. In
          the case of any conflict between the terms of any document
          incorporated herein by reference and the terms hereof, the terms in
          this agreement shall control.

          2.2 Preparation for Each Auction; Maintenance of Registry of Existing
     Holders.

               (a) As of the date hereof, the Company shall provide the Auction
          Agent with a list of the Broker-Dealers and shall deliver to the
          Auction Agent for execution by the Auction Agent a Broker-Dealer
          Agreement signed by each such Broker-Dealer. Not later than five
          Business Days prior to any Auction Date for which any change in such
          list of Broker-Dealers is to be effective, the Company shall notify
          the Auction Agent in writing of such change and, if any such change is
          the addition of a Broker-Dealer to such list, the Company shall cause
          to be delivered to the Auction Agent for execution by the Auction
          Agent a Broker-Dealer Agreement signed by such Broker-Dealer. The
          Auction Agent shall have entered into a Broker-Dealer Agreement with
          each Broker-Dealer prior to the participation of any such
          Broker-Dealer in any Auction.

               (b) In the event that the Auction Date for any Auction shall be
          changed, the Auction Agent, by such means as the Auction Agent
          reasonably deems practicable, shall give notice of such change to the
          Broker-Dealers not later than the earlier of 9:15 a.m. on the new
          Auction Date or 9:15 a.m. on the old Auction Date.

               (c) The provisions contained in Section 4(b) of Part I of the
          Articles Supplementary concerning Special Dividend Periods and the
          notification of a Special Dividend Period will be followed by the
          Company and, to the extent applicable, the Auction Agent, and the
          provisions contained therein are incorporated herein by reference in
          their entirety and shall be deemed to be a part of this Agreement to
          the same extent as if such provisions were set forth fully herein.

               (d) On each Auction Date, the Auction Agent shall determine the
          Maximum Rate. Not later than 9:30 a.m. on each Auction Date, the
          Auction Agent shall notify the Company and the Broker-Dealers of the
          Maximum Rate.


                                       3

               (e) (i) The Auction Agent shall maintain a registry of the
          Existing Holders of the MMP Shares (the "MMP Shares Register") for
          purposes of Auctions and shall indicate thereon the identity of the
          Broker-Dealer that submitted the most recent Order in any Auction,
          which resulted in such Existing Holder continuing to hold or purchase
          such MMP Shares. The Auction Agent may consider a Broker-Dealer which
          has submitted an Order as the Existing Holder for the purposes of the
          MMP Shares Register; provided, that the Auction Agent may request the
          Broker-Dealer to provide a list of its customers if in its sole
          discretion it determines to do so. The Auction Agent may conclusively
          rely upon the information furnished to the Auction Agent by the
          Broker-Dealer and notices from the Securities Depository regarding the
          results of redemptions or mandatory tenders.

                    (ii) In the event of any partial redemption of MMP Shares,
               upon notice by the Company to the Auction Agent of such partial
               redemption (delivered at least one day prior to the date a notice
               of redemption is required to be given to the Holders of the MMP
               shares to be redeemed), the Auction Agent promptly shall request
               the Securities Depository to notify the Auction Agent of the
               identities of the Agent Members (and the respective numbers of
               MMP Shares) from the accounts of which MMP Shares have been
               called for redemption and the person or department at such Agent
               Member to contact regarding such redemption. At least two
               Business Days prior to the date of redemption, the Auction Agent
               shall request each Agent Member so identified to disclose to the
               Auction Agent (upon selection by such Agent Member of the
               Existing Holders whose MMP Shares are to be redeemed) the number
               of MMP Shares of each such Existing Holder, if any, to be
               redeemed by the Company, provided that the Auction Agent has been
               furnished with the name and telephone number of a person or
               department at such Agent Member from which it is to request such
               information. In the absence of receiving any such information
               with respect to an Existing Holder, from such Existing Holder's
               Agent Member or otherwise, the Auction Agent may continue to
               treat such Existing Holder as having ownership of the number of
               MMP Shares shown in the Auction Agent's registry of Existing
               Holders.

                    (iii) The Auction Agent shall register a transfer of the
               ownership of MMP Shares from an Existing Holder to another
               Existing Holder, or to another Person if permitted by the
               Company, only if (A) such transfer is made pursuant to an Auction
               or (B) if such transfer is made other than pursuant to an
               Auction, the Auction Agent has been notified of such transfer in
               writing, in a notice substantially in the form of Exhibit C to
               the Broker-Dealer Agreement, by such Existing Holder or by the
               Agent Member of such Existing Holder only to or through a
               Broker-Dealer that has entered into a Broker-Dealer Agreement
               with the Auction Agent and the Company or other persons as the
               Company permits. The Auction Agent is not required to accept any
               notice of transfer delivered for an Auction unless it is received
               by the Auction Agent by 3:00 p.m. on the Business Day preceding
               the Auction. The Auction Agent shall rescind a transfer made on
               the registry of the Existing Holders of any MMP Shares if the
               Auction Agent has been notified in writing, in a notice
               substantially in the form of Exhibit D to the Broker-Dealer
               Agreement, by the Agent Member or the Broker-Dealer of any Person
               that (i) purchased any MMP Shares and the seller failed to
               deliver such


                                       4

               MMP Shares or (ii) sold any MMP Shares and the purchaser failed
               to make payment to such Person upon delivery to the purchaser of
               such MMP Shares.

               (f) The Auction Agent may, but shall have no obligation to,
          request that the Broker-Dealers, as set forth in Section 3.2(c) of the
          Broker-Dealer Agreements, provide the Auction Agent with a list of
          their respective customers that such Broker-Dealers believe are
          Beneficial Owners of MMP Shares. The Auction Agent shall keep
          confidential any such information and shall not disclose any such
          information so provided to any Person other than the relevant
          Broker-Dealer and the Company, provided that the Auction Agent
          reserves the right to disclose any such information if (a) it is
          ordered to do so by a court of competent jurisdiction or a regulatory
          body, judicial or quasi-judicial agency or authority having the
          authority to compel such disclosure, (b) it is advised by its counsel
          in writing that its failure to do so would be unlawful or (c) it is
          advised by its counsel in writing that failure to do so could expose
          the Auction Agent to loss, liability, claim or damage for which it has
          not received indemnity or security satisfactory to it.

     2.3 Auction Schedule.

         The Auction Agent shall conduct Auctions on the Business Day
immediately prior to the start of each Dividend Period in accordance with the
schedule set forth below. Such schedule may be changed by the Auction Agent with
the consent of the Company, which consent shall not be withheld unreasonably.
The Auction Agent shall give notice of any such change to each Broker-Dealer.
Such notice shall be received prior to the first Auction Date on which any such
change shall be effective.

       Time                              Event
       ----                              -----

       By 9:30 a.m.                      The Auction Agent shall advise the
                                         Company and the Broker-Dealers of the
                                         Reference Rate and the Maximum Rate as
                                         set forth in Section 2.2(d) hereof.


       9:30 a.m. - 1:00 p.m.             The Auction Agent shall assemble
                                         information communicated to it by
                                         Broker-Dealers as provided in Section
                                         2 of Part II of the Articles
                                         Supplementary. Submission Deadline is
                                         1:00 p.m.

       Not earlier than 1:00 p.m.        The Auction Agent shall make
                                         determinations pursuant to Section 3
                                         of Part II of the Articles
                                         Supplementary.


       By approximately 3:00 p.m.        The Auction Agent shall advise the
                                         Company of the results of the Auction
                                         as provided in Section 3(b) of Part II
                                         of the Articles Supplementary.
                                         Submitted Bid

                                       5

                                         Orders and Submitted Sell Orders will
                                         be accepted and rejected in whole or
                                         in part and MMP Shares will be
                                         allocated as provided in Section 4 of
                                         Part II of the Articles Supplementary.
                                         forth in Section 2.4
                                         hereof.

                                         The Auction Agent shall give notice of
                                         the Auction results as set

     The Auction Agent will follow the Bond Market Association's Market Practice
U.S. Holiday Recommendations for shortened trading days for the bond markets
(the "BMA Recommendation") unless the Auction Agent is instructed otherwise. In
the event of a BMA Recommendation on an Auction Date, the Submission Deadline
will be 11:30 a.m., instead of 1:00 p.m., and as a result the notice set forth
in Section 2.4 will occur earlier.

     2.4 Notice of Auction Results.

     The Auction Agent will advise each Broker-Dealer who submitted a Bid or
Sell Order in an Auction whether such Bid or Sell Order was accepted or rejected
in whole or in part and of the Applicable Rate for the next Dividend Period for
the related MMP Shares by telephone or other electronic means acceptable to the
parties. The Auction Agent, unless instructed otherwise in writing by the
Company, is authorized to release the Winning Bid Rate after each Auction for
public dissemination.

     2.5 Broker-Dealers.

          (a) On each Dividend Payment Date, the Auction Agent shall, promptly
     after its receipt of funds from the Company, pay to each Broker-Dealer, a
     service charge in the amount equal to: (i) in the case of any Auction
     immediately preceding a Dividend Period of less than one year, the product
     of (A) a fraction the numerator of which is the number of days in the
     Dividend Period (calculated by counting the first day of such Dividend
     Period but excluding the last day thereof) and the denominator of which is
     360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the
     aggregate number of MMP Shares placed by such Broker-Dealer, or (ii) the
     amount mutually agreed upon by the Company and the Broker-Dealers in the
     case of any Auction immediately preceding a Dividend Period of one year or
     longer. For the purposes of the preceding sentence, the MMP Shares shall be
     placed by a Broker-Dealer if such shares were (1) the subject of Hold
     Orders deemed to have been submitted to the Auction Agent by the
     Broker-Dealer and were acquired by the Broker-Dealer for its own account or
     were acquired by the Broker-Dealer for its customers who are Beneficial
     Owners or (2) the subject of an Order submitted by the Broker-Dealer that
     is (a) a Submitted Bid of an Existing Holder that resulted in the Existing
     Holder continuing to hold the shares as a result of the Auction or (b) a
     Submitted Bid of a Potential Holder that resulted in the Potential Holder
     purchasing the shares as a result of the Auction or (3) the subject of a
     valid Hold Order. For the avoidance of doubt, only one Broker-Dealer shall
     be considered to have placed a particular MMP Share at any particular
     Auction for purposes of this Section 2.5(a).


                                       6

          (b) The Company shall not designate any Person to act as a
     Broker-Dealer, or permit an Existing Holder or a Potential Beneficial Owner
     to participate in Auctions through any Person other than a Broker-Dealer,
     without the prior approval of the Auction Agent, which approval shall not
     be withheld unreasonably. Notwithstanding the foregoing, the Company may
     designate an Affiliate of Lehman Brothers Inc. to act as a Broker-Dealer.

          (c) The Auction Agent shall terminate any Broker-Dealer Agreement as
     set forth therein if so directed by the Company.

          (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to
     time shall enter into such Broker-Dealer Agreements as the Company shall
     request in writing.

          (e) The Auction Agent shall maintain a list of Broker-Dealers.

     2.6 Ownership of MMP Shares and Submission of Bids by the Company and Its
Affiliates.

     Neither the Company nor any Affiliate of the Company may submit an Order in
any Auction, except that an Affiliate of the Company that is a Broker-Dealer may
submit an Order. The Company shall notify the Auction Agent if the Company or,
to the best of the Company's knowledge, any Affiliate of the Company becomes a
Beneficial Owner of any MMP Shares. The restrictions in this Section 2.6 shall
in no way limit the activities of the Auction Agent. The Auction Agent shall
have no duty or liability with respect to enforcement of this Section 2.6.

     2.7 Access to and Maintenance of Auction Records.

     The Auction Agent shall afford to the Company, its agents, independent
public accountants and counsel, at reasonable times during normal business
hours, access to all books, records, documents and other information concerning
the conduct and results of Auctions, to review and make extracts or copies of
(at the Company's sole cost and expense), provided that any such agent,
accountant or counsel shall furnish the Auction Agent with a letter from the
Company requesting that the Auction Agent afford such person access. The Auction
Agent shall maintain records relating to any Auction for a period of at least
six years after such Auction, and such records, in reasonable detail, shall
reflect accurately and fairly the actions taken by the Auction Agent hereunder.
The Company agrees to keep confidential any information regarding the customers
of any Broker-Dealer received from the Auction Agent in connection with this
Agreement or any Auction, and shall not disclose such information or permit the
disclosure of such information without the prior written consent of the
applicable Broker-Dealer to anyone except such agent, accountant or counsel
engaged to audit or review the results of Auctions as permitted by this Section
2.7. The Company reserves the right to disclose any such information if it is
ordered to do so by a court of competent jurisdiction or a regulatory body,
judicial or quasi-judicial agency or authority having authority to compel such
disclosure, or if it is advised by its counsel that its failure to do so would
be unlawful. Any such agent, accountant or counsel, before having access to such
information, shall agree to keep such information confidential and not to
disclose such information or permit disclosure of such information without the
prior written consent of the applicable Broker-Dealer, provided that such agent,
accountant or counsel


                                       7

may reserve the right to disclose any such information if it is ordered to do so
by a court of competent jurisdiction or a regulatory body, judicial or
quasi-judicial agency or authority having authority to compel such disclosure,
or if it is advised by its counsel that its failure to do so would be unlawful.

     2.8 Information Concerning Rates.

     If there is any change in the credit rating of MMP Shares by a Rating
Agency (or substitute or successor Rating Agencies) then rating the MMP Shares
that results in any change in the applicable percentage of the Reference Rate
used to determine the Maximum Rate for MMP Shares (the "Rate Multiple"), the
Company shall notify the Auction Agent of such change in the Rate Multiple by no
later than the Business Day immediately preceding the next Auction Date. In
determining the Maximum Rate on any Auction Date, the Auction Agent shall be
entitled to rely on the last Rate Multiple for MMP Shares of which it has most
recently received notice from the Company.

III. THE AUCTION AGENT AS PAYING AGENT.

     3.1 The Paying Agent.

         The Board of Directors of the Company has adopted resolutions
appointing The Bank of New York as Auction Agent and Paying Agent. The Paying
Agent hereby accepts such appointment and agrees to act in accordance with its
standard procedures and the provisions of the Articles Supplementary which are
specified herein with respect to the MMP Shares and as set forth in this Section
3.

     3.2 The Company's Notices to the Paying Agent.

     Whenever any MMP Shares are to be redeemed, the Company shall mail a Notice
of Redemption by first-class mail, postage prepaid, to the Paying Agent and the
Paying Agent shall mail such notice by first class mail, postage prepaid, to
each Holder of MMP Shares being redeemed and pursuant to Section 3(b) of Part I
of the Articles Supplementary.

     3.3 The Company to Provide Funds for Dividends and Redemptions.

          (a) Not later than 3:00 p.m. on the Business Day preceding each
     Dividend Payment Date, the Company shall deposit with the Paying Agent an
     aggregate amount of federal funds or similar same-day funds equal to the
     declared dividends to be paid to Holders on such Dividend Payment Date and
     shall give the Paying Agent irrevocable instructions to apply such funds to
     the payment of such dividends on such Dividend Payment Date.

          (b) If the Company shall give a Notice of Redemption, then by 12:00
     noon on the date fixed for redemption, the Company shall deposit in trust
     with the Paying Agent an aggregate amount of federal funds or similar
     same-day funds sufficient to redeem such MMP Shares called for redemption
     and shall give the Paying Agent irrevocable instructions and authority to
     pay the redemption price to the Holders of MMP Shares called for redemption
     upon surrender of the certificate or certificates therefor.


                                       8

          3.4 Disbursing Dividends and Redemption Price.

          After receipt of the federal funds or similar same-day funds and
     instructions from the Company described in Section 3.3 above, the Paying
     Agent shall pay to the Holders (or former Holders) entitled thereto (i) on
     each corresponding Dividend Payment Date, dividends on the MMP Shares, and
     (ii) on any date fixed for redemption, the redemption price of any MMP
     Shares called for redemption. The amount of dividends for any Dividend
     Period to be paid by the Paying Agent to Holders will be determined by the
     Company as set forth in Section 2 of Part I of the Articles Supplementary.
     The redemption price to be paid by the Paying Agent to the Holders of any
     MMP Shares called for redemption will be determined as set forth in Section
     3 of Part I of the Articles Supplementary. The Paying Agent shall have no
     duty to determine the redemption price and may rely conclusively on the
     amount thereof set forth in the Notice of Redemption.

IV.  THE PAYING AGENT AS TRANSFER AGENT AND REGISTRAR.

     4.1 Original Issue of MMP Share Certificates.

     On the Original Issue Date for any MMP Share, one certificate for MMP
Shares shall be issued by the Company and registered in the name of Cede & Co.,
as nominee of the Securities Depository, and countersigned by the Paying Agent.

     4.2 Registration of Transfer or Exchange of MMP Shares.

     Except as provided in this Section 4.2, the MMP Shares shall be registered
solely in the name of the Securities Depository or its nominee. If the
Securities Depository shall give notice of its intention to resign as such, and
if the Company shall not have selected a substitute Securities Depository
acceptable to the Paying Agent prior to such resignation, then, upon such
resignation of the Securities Depository, the MMP Shares, at the Company's
request and expense, may be registered for transfer or exchange, and new
certificates thereupon shall be issued in the name of the designated transferee
or transferees, upon surrender of the old certificate in form deemed by the
Paying Agent to be endorsed properly for transfer with (a) all necessary
endorsers' signatures guaranteed in such manner and form and by such guarantor
as the Paying Agent may reasonably require, (b) such assurances as the Paying
Agent shall deem necessary or appropriate to evidence the genuineness and
effectiveness of each necessary endorsement and (c) satisfactory evidence of
compliance with all applicable laws relating to the collection of taxes in
connection with any registration of transfer or exchange or funds necessary for
the payment of such taxes. If there is no Securities Depository, at the
Company's option and upon its receipt of such documents as it deems appropriate,
any MMP Shares may be registered in the stock register in the name of the
Beneficial Owner thereof, and such Beneficial Owner thereupon will be entitled
to receive certificates therefor and required to deliver certificates thereof
upon transfer or exchange thereof at the Company's expense.

     4.3 Removal of Legend.

     Any request for removal of a legend indicating a restriction on transfer
from a certificate evidencing MMP Shares shall be accompanied by an opinion of
counsel stating that such legend may be removed and such MMP Shares may be
transferred free of the restriction described in


                                       9

such legend, said opinion to be delivered under cover of a letter from a Company
Officer authorizing the Paying Agent to remove the legend on the basis of said
opinion.

     4.4 Lost, Stolen or Destroyed MMP Share Certificates.

     The Paying Agent shall, at the Holder's expense, issue and register
replacement certificates for certificates represented to have been lost, stolen
or destroyed, upon the fulfillment of such requirements as shall be deemed
appropriate by the Company and by the Paying Agent, subject at all times to
provisions of law, the Articles Supplementary governing such matters and
resolutions adopted by the Board of Directors of the Company with respect to
lost, stolen or destroyed securities. The Paying Agent may issue new
certificates in exchange for and upon the cancellation of mutilated
certificates. Any request by the Company to the Paying Agent to issue a
replacement or new certificate pursuant to this Section 4.4 shall be deemed to
be a representation and warranty by the Company to the Paying Agent that such
issuance will comply with provisions of applicable law and the Articles
Supplementary and resolutions of the Company.

     4.5 Disposition of Canceled Certificates; Record Retention.

     The Paying Agent shall retain share certificates which have been canceled
and any accompanying documentation thereto in accordance with applicable rules
and regulations of the Commission for at least six calendar years from the date
of such cancellation. The Paying Agent, upon written request by the Company,
shall afford to the Company, its agents and counsel access at reasonable times
during normal business hours to review and make extracts or copies (at the
Company's sole cost and expense) of such certificates and accompanying
documentation. Upon the expiration of this six-year period, the Paying Agent,
upon written request by the Company, shall deliver to the Company the canceled
certificates and any accompanying documentation. In the event that the
Commission requests that any or all such records be furnished to it, the Paying
Agent shall provide the Company with prompt written notice of such request so
that the Company may appeal such request and the Paying Agent shall cooperate
with the Company in any such appeal. In the event that such appeal is
unsuccessful, the Paying Agent shall be permitted to furnish to the Commission,
either at its principal office or at any regional office, complete, correct and
current hard copies of any and all records that were requested by the Commission
provided that the Paying Agent shall exercise reasonable efforts to obtain
assurance that confidential treatment will be accorded to such records.
Thereafter, such records shall not be destroyed by the Company without the
approval of the Paying Agent, which approval shall not be withheld unreasonably,
but will be safely stored for possible future reference.

     4.6 Share Register.

     The Paying Agent shall maintain the share register, which shall contain a
list of the Holders, the number of MMP Shares held by each Holder and the
address of each Holder. The Paying Agent shall record in the share register any
change of address of a Holder upon notice by such Holder. In case of any written
request or demand for the inspection of the share register or any other books of
the Company in the possession of the Paying Agent, the Paying Agent will notify
the Company and secure instructions as to permitting or refusing such
inspection. The


                                       10

Paying Agent reserves the right, however, to exhibit the share register or other
records to any person in case it is (a) ordered to do so by a court of competent
jurisdiction or a regulatory body, judicial or quasi-judicial agency or
authority having the authority to compel such disclosure or (b) advised by its
counsel that its failure to do so would be unlawful.

     4.7 Return of Funds.

     Any funds paid to the Paying Agent for the paying of dividends but not
applied to the payment of dividends, including interest earned on such moneys,
will, to the extent permitted by law, be repaid to the Company at the end of 90
days from the date on which such moneys were to have been so applied. Upon
written request, the Company shall be entitled to receive from the Paying Agent,
promptly after the date fixed for redemption, any cash deposited with the Paying
Agent in excess of (i) the aggregate redemption price of the MMP Shares called
for redemption on such date and (ii) such other amounts, if any, to which
Holders of MMP Shares called for redemption may be entitled. Any funds so
deposited that are unclaimed at the end of two years from such redemption date
shall, to the extent permitted by law, be paid to the Company upon its written
request whereupon the Company shall assume all responsibility and liability for
compliance with any abandoned or unclaimed property law or regulation. Funds,
while deposited with the Auction Agent, will be held in trust for the payment of
the applicable dividend, redemption price or, as may be applicable under the
Articles Supplementary, other charges.

V.   REPRESENTATIONS AND WARRANTIES.

     5.1 Representations and Warranties of the Company.

     The Company represents and warrants to the Auction Agent that:

               (i) the Company has been duly organized and is validly existing
          as a corporation under the laws of the State of Maryland, and has full
          power to execute and deliver this Agreement and to authorize, create
          and issue the MMP Shares;

               (ii) the Company is registered with the Commission under the 1940
          Act as a closed-end, nondiversified, management investment company;

               (iii) this Agreement has been duly and validly authorized,
          executed and delivered by the Company and constitutes the legal, valid
          and binding obligation of the Company, enforceable against the Company
          in accordance with its terms, subject to bankruptcy, insolvency,
          reorganization and other laws of general applicability relating to or
          affecting creditors' rights and to general equitable principles;

               (iv) the form of the certificate evidencing the MMP Shares
          complies with all applicable state and federal laws;

               (v) the MMP Shares have been duly and validly authorized by the
          Company and, upon completion of the initial sale of the MMP Shares and
          receipt


                                       11

          of payment therefor, will be validly issued by the Company, fully paid
          and nonassessable;

               (vi) at the time of the offering of the MMP Shares, the MMP
          Shares offered will be registered under the Securities Act and no
          further action by or before any governmental body or authority of the
          United States or of any state thereof is required in connection with
          the execution and delivery of this Agreement or will be required in
          connection with the issuance of the MMP Shares, except such action as
          required by applicable state securities laws;

               (vii) the execution and delivery of this Agreement and the
          issuance and delivery of the MMP Shares do not and will not conflict
          with, violate or result in a breach of the terms, conditions or
          provisions of, or constitute a default under, the Articles of
          Incorporation or by-laws of the Company, any order or decree of any
          court or public authority having jurisdiction over the Company or any
          mortgage, indenture, contract, agreement or undertaking to which the
          Company is a party or by which it is bound the effect of which
          conflict, violation, breach or default would be material to the
          Company; and

               (viii) no taxes are payable upon or in respect of the execution
          of this Agreement or will be payable upon or in respect of the
          issuance of the MMP Shares.

     5.2 Representations and Warranties of the Auction Agent.

          The Auction Agent represents and warrants to the Company that:

               (i) the Auction Agent is duly organized and is validly existing
          as a banking corporation in good standing under the laws of the State
          of New York and has the corporate power to enter into and perform its
          obligations under this Agreement; and

               (ii) this Agreement has been duly and validly authorized,
          executed and delivered by the Auction Agent and constitutes the legal,
          valid and binding obligation of the Auction Agent, enforceable against
          the Auction Agent in accordance with its terms, subject only to
          bankruptcy, insolvency, reorganization and other laws of general
          applicability relating to or affecting creditors' rights and to
          general equitable principles.

VI.  THE AUCTION AGENT.

     6.1 Duties and Responsibilities.

          (a) The Auction Agent is acting solely as non-fiduciary agent for the
     Company hereunder, has only the duties expressly set forth herein, and owes
     no duties, fiduciary or otherwise to any Person by reason of this Agreement
     and no implied duties, fiduciary or otherwise, shall be read into this
     Agreement against the Auction Agent.


                                       12

          (b) The Auction Agent undertakes to perform such duties and only such
     duties as are set forth specifically in this Agreement, and no implied
     covenants or obligations shall be read into this Agreement against the
     Auction Agent.

          (c) In the absence of bad faith or gross negligence on its part, the
     Auction Agent shall not be liable for any action taken, suffered or omitted
     by it, or for any error of judgment made by it in the performance of its
     duties under this Agreement. The Auction Agent shall not be liable for any
     error of judgment made in good faith unless the Auction Agent shall have
     been grossly negligent in ascertaining (or failing to ascertain) the
     pertinent facts.

     6.2 Rights of the Auction Agent.

          (a) The Auction Agent may rely conclusively upon, and shall be fully
     protected in acting or refraining from acting in accordance with, any
     communication authorized by this Agreement and any proper written
     instruction, notice, request, direction, consent, report, certificate,
     share certificate or other instrument, paper or document reasonably
     believed by it to be genuine and appropriately authorized. The Auction
     Agent shall not be liable for acting upon any telephone communication
     authorized by this Agreement which the Auction Agent reasonably believes in
     good faith, after reasonable inquiry, to have been given by the Company or
     by a Broker-Dealer. The Auction Agent may record telephone communications
     with the Company or with the Broker-Dealers or with both.

          (b) The Auction Agent may consult with counsel of its choice and the
     advice of such counsel shall be full and complete authorization and
     protection in respect of any action taken, suffered or omitted by the
     Auction Agent hereunder in good faith and in reasonable reliance thereon.

          (c) The Auction Agent shall not be required to advance, expend or risk
     its own funds or otherwise incur or become exposed to financial liability
     in the performance of its duties hereunder. Unless otherwise instructed by
     the Company in writing, the Auction Agent (i) shall not be obligated to
     invest any money received by it hereunder and (ii) shall be under no
     liability for interest on any money received by it hereunder.

          (d) The Auction Agent may perform its duties and exercise its rights
     hereunder either directly or by or through agents or attorneys and shall
     not be responsible for any misconduct or negligence on the part of any
     agent or attorney appointed by it with due care hereunder.

          (e) The Auction Agent shall not be responsible or liable for any
     failure or delay in the performance of its obligations under this Agreement
     arising out of or caused, directly or indirectly, by circumstances beyond
     its reasonable control, including, without limitation, acts of God;
     earthquakes; fires; floods; wars; civil or military disturbances; sabotage;
     epidemics; riots; acts of terrorism; interruptions, loss or malfunctions of
     utilities, computer (hardware or software) or communications services;
     accidents; labor disputes; acts of civil or military authority or
     governmental actions; it being understood


                                       13

     that the Auction Agent shall use reasonable efforts which are consistent
     with accepted practices in the banking industry to resume performance as
     soon as practicable under the circumstances.

          (f) The Auction Agent shall not be required to, and does not, make any
     representations as to the validity, accuracy, value or genuineness of any
     signatures or endorsements, other than its own and those of its authorized
     officers.

          (g) Any corporation into which the Auction Agent may be merged or
     converted or with which it may be consolidated, or any corporation
     resulting from any merger, conversion or consolidation to which the Auction
     Agent shall be a party, or any corporation succeeding to the dealing and
     trading business of the Auction Agent shall be the successor of the Auction
     Agent hereunder, with the consent of the Company but without the execution
     or filing of any paper with any party hereto or any further act on the part
     of any of the parties hereto, except where any instrument of transfer or
     assignment may be required by law to effect such succession, anything
     herein to the contrary notwithstanding.

          (h) All the rights, privileges, immunities and protections granted to
     the Auction Agent herein are deemed granted to the Paying Agent and The
     Bank of New York in any of the capacities it undertakes in connection with
     this Agreement.

          (i) Whenever in the administration of the provisions of this
     Agreement, the Auction Agent shall deem it necessary or desirable that a
     matter be proved or established prior to taking or suffering any action to
     be taken hereunder, such matter (unless other evidence in respect thereof
     be herein specifically prescribed) may, in the absence of gross negligence
     or bad faith on the part of the Auction Agent, be deemed to be conclusively
     proved and established by a certificate describing such action as requested
     by the Company or the Broker-Dealer, signed by the Company or the
     Broker-Dealer, respectively, and delivered to the Auction Agent and such
     certificate, in the absence of gross negligence or bad faith on the part of
     the Auction Agent, shall be full warrant to the Auction Agent for any
     action taken or omitted by it under the provisions of this Agreement upon
     the faith thereof. Upon receipt of any such certificate signed by the
     Company or the Broker-Dealer, the Auction Agent shall promptly provide a
     copy of said certificate to the Broker-Dealer or the Company, respectively.
     The Auction Agent shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, consent, entitlement, order,
     approval or other paper or document furnished by the Company or the
     Broker-Dealer, except to the extent that such failure to investigate would
     be deemed gross negligence.

     6.3 Compensation, Expenses and Indemnification.

          (a) The Company shall pay to the Auction Agent from time to time
     reasonable compensation for all services rendered by it under this
     Agreement and under the Broker-Dealer Agreements as shall be set forth in a
     separate writing signed by the Company and the Auction Agent, subject to
     adjustments if the MMP Shares no longer are held of record


                                       14

     by the Securities Depository or its nominee or if there shall be such other
     change as shall increase or decrease materially the Auction Agent's
     obligations hereunder or under the Broker-Dealer Agreements.

          (b) The Company shall reimburse the Auction Agent upon its request for
     all reasonable expenses, disbursements and advances incurred or made by the
     Auction Agent in accordance with any provision of this Agreement and of the
     Broker-Dealer Agreements (including the reasonable compensation, expenses
     and disbursements of its agents and counsel), except any expense,
     disbursement or advance attributable to the Auction Agent's gross
     negligence or bad faith, upon submission to the Company of reasonable
     documentation thereof. In no event shall the Auction Agent be responsible
     or liable for special, indirect or consequential loss or damage of any kind
     whatsoever (including, but not limited to, loss of profit), even if the
     Auction Agent has been advised of the likelihood of such loss or damage and
     regardless of the form of action.

          (c) The Company shall indemnify the Auction Agent and its officers,
     directors, employees and agents for, and hold them harmless against, any
     loss, liability or expense incurred without negligence or bad faith on the
     part of the Auction Agent arising out of or in connection with its agency
     under this Agreement and under the Broker-Dealer Agreements, including the
     costs and expenses of defending themselves against any claim of liability
     in connection with their exercise or performance of any of their duties
     hereunder and thereunder, except such as may result from its gross
     negligence or bad faith.

     6.4 Auction Agent's Disclaimer.

     The Auction Agent makes no representation as to the validity or adequacy of
the Agreement, the Broker-Dealer Agreements or the MMP Shares except to the
extent otherwise set forth in Section 5.2 and except that the Auction Agent
hereby represents that the Agreement has been duly authorized, executed and
delivered by the Auction Agent and constitutes a legal and binding obligation of
the Auction Agent.

VII. MISCELLANEOUS.

     7.1 Term of Agreement.

          (a) The term of this Agreement is unlimited unless it shall be
     terminated as provided in this Section 7.1. The Company may terminate this
     Agreement at any time by so notifying the Auction Agent, provided that, if
     any MMP Shares remain outstanding, the Company shall have entered into an
     agreement with a successor auction agent. The Auction Agent may terminate
     this Agreement upon prior notice to the Company on the date specified in
     such notice, which date shall be no earlier than 60 days after delivery of
     such notice. If the Auction Agent terminates this Agreement while any MMP
     Shares remain outstanding, the Company shall use its best efforts to enter
     into an agreement with a successor auction agent containing substantially
     the same terms and conditions as this Agreement.


                                       15

          (b) Except as otherwise provided in this Section 7.1(b), the
     respective rights and duties of the Company and the Auction Agent under
     this Agreement shall cease upon termination of this Agreement. The
     Company's representations, warranties, covenants and obligations to the
     Auction Agent under Section 5.1 hereof shall survive the termination
     hereof. The Auction Agent's representations, warranties, covenants and
     obligations under Section 5.2 hereof shall survive the termination hereof.
     Upon termination of this Agreement, the Auction Agent shall (i) resign as
     Auction Agent under the Broker-Dealer Agreements, (ii) at the Company's
     written request, deliver promptly to the Company or to another authorized
     party copies of all books and records maintained by it in connection with
     its duties hereunder, and (iii) at the written request of the Company,
     transfer promptly to the Company or to any successor auction agent any
     funds deposited by the Company with the Auction Agent (whether in its
     capacity as Auction Agent or as Paying Agent) pursuant to this Agreement
     which have not been distributed previously by the Auction Agent in
     accordance with this Agreement.

     7.2 Communications.

     Except for (i) communications authorized to be made by telephone pursuant
to this Agreement or the Auction Procedures and (ii) communications in
connection with Auctions (other than those expressly required to be in writing),
all notices, requests and other communications to any party hereunder shall be
in writing (including telecopy or similar writing) and shall be given to such
party at its address or telecopier number set forth below:

     If to the Company,          Tortoise North American Energy Corporation
     addressed to:               10801 Maston Boulevard, Suite 222
                                 Overland Park, KS 66210
                                 Attention: Terry L. Matlack
                                 Telephone: (913) 981-1020
                                 Facsimile: (913) 345-2763

     If to the Auction Agent,    The Bank of New York
     addressed to:               Corporate Trust Department
                                 101 Barclay Street
                                 New York, NY 10286
                                 Attention:  Dealing & Trading Group - Auction Desk
                                 Telephone: (212) 815-3450
                                 Facsimile: (212) 815-3440

or such other address or telecopier number as such party hereafter may specify
for such purpose by notice to the other party. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of the Company by a Company Officer and
on behalf of the Auction Agent by an Authorized Officer.

     7.3 Entire Agreement.

     This Agreement contains the entire agreement between the parties relating
to the subject matter hereof, and there are no other representations,
endorsements, promises, agreements or


                                       16

understandings, oral, written or implied, between the parties relating to the
subject matter hereof, except for written agreements relating to the
compensation of the Auction Agent.

     7.4 Benefits.

     Nothing herein, express or implied, shall give to any Person, other than
the Company, the Auction Agent and their respective successors and assigns, any
benefit of any legal or equitable right, remedy or claim hereunder.

     7.5 Amendment; Waiver.

          (a) This Agreement shall not be deemed or construed to be modified,
     amended, rescinded, canceled or waived, in whole or in part, except by a
     written instrument signed by a duly authorized representative of the party
     to be charged.

          (b) Failure of either party hereto to exercise any right or remedy
     hereunder in the event of a breach hereof by the other party shall not
     constitute a waiver of any such right or remedy with respect to any
     subsequent breach.

     7.6 Successors and Assigns.

     This Agreement shall be binding upon, inure to the benefit of and be
enforceable by, the respective successors and permitted assigns of each of the
Company and the Auction Agent. This Agreement may not be assigned by either
party hereto absent the prior written consent of the other party, which consent
shall not be withheld unreasonably.

     7.7 Severability.

     If any clause, provision or section hereof shall be ruled invalid or
unenforceable by any court of competent jurisdiction, the invalidity or
unenforceability of such clause, provision or section shall not affect any of
the remaining clauses, provisions or sections hereof.

     7.8 Execution in Counterparts.

     This Agreement may be executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same
instrument.

     7.9 Governing Law, Jurisdiction, Waiver of Trial By Jury.

     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF
RELATING TO CONFLICTS OF LAW, OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF NEW YORK). THE PARTIES AGREE HERETO THAT ALL ACTIONS AND
PROCEEDINGS ARISING OUT OF THIS AUCTION AGENCY AGREEMENT OR ANY TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE BROUGHT IN THE COURTS LOCATED IN THE BOROUGH OF
MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK.


                                       17

     EACH PARTY WAIVES ANY OBJECTION THAT IT MAY HAVE THAT SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN THE COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF
NEW YORK AND STATE OF NEW YORK WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES
NOT TO PLEAD OR CLAIM THE SAME. EACH OF THE PARTIES HERETO ALSO IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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

                            [Signature page follows]








                                       18

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.

                               TORTOISE NORTH AMERICAN ENERGY CORPORATION

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



                               THE BANK OF NEW YORK

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




                                       19