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<SEC-DOCUMENT>0000950137-04-001121.txt : 20040220
<SEC-HEADER>0000950137-04-001121.hdr.sgml : 20040220
<ACCEPTANCE-DATETIME>20040220074639
ACCESSION NUMBER:		0000950137-04-001121
CONFORMED SUBMISSION TYPE:	N-2/A
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20040220

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TORTOISE ENERGY INFRASTRUCTURE CORP
		CENTRAL INDEX KEY:			0001268533
		STATE OF INCORPORATION:			MD

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21462
		FILM NUMBER:		04617714

	MAIL ADDRESS:	
		STREET 1:		10801 MASTIN BLVD STE. 222
		CITY:			OVERLAND PARK
		STATE:			KS
		ZIP:			66210

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TORTOISE ENERGY INFRASTRUCTURE CORP
		CENTRAL INDEX KEY:			0001268533
		STATE OF INCORPORATION:			MD

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-110143
		FILM NUMBER:		04617715

	MAIL ADDRESS:	
		STREET 1:		10801 MASTIN BLVD STE. 222
		CITY:			OVERLAND PARK
		STATE:			KS
		ZIP:			66210
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2/A
<SEQUENCE>1
<FILENAME>c81634a3nv2za.txt
<DESCRIPTION>PRE-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT
<TEXT>
<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FEBRUARY 20, 2004


                                                    1933 ACT FILE NO. 333-110143

                                                     1940 ACT FILE NO. 811-21462
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-2


<Table>
<C>    <S>
 [ ]   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 [X]   PRE-EFFECTIVE AMENDMENT NO. 3
 [ ]   POST-EFFECTIVE AMENDMENT NO.
                                AND
 [ ]   REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
       1940
 [X]   AMENDMENT NO. 3
</Table>


                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION
                       10801 MASTIN BOULEVARD, SUITE 222
                          OVERLAND PARK, KANSAS 66210
                                 (913) 981-1020

                               AGENT FOR SERVICE

                                DAVID J. SCHULTE
                       10801 MASTIN BOULEVARD, SUITE 222
                          OVERLAND PARK, KANSAS 66210

                          COPIES OF COMMUNICATIONS TO:

<Table>
<S>                                <C>                                <C>
   DEBORAH BIELICKE EADES, ESQ.           JOHN R. SHORT, ESQ.               RICHARD KRONTHAL, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ,  BLACKWELL SANDERS PEPER MARTIN,            KAYE SCHOLER LLP
               P.C.                               LLP                          425 PARK AVENUE
     222 NORTH LASALLE STREET               720 OLIVE STREET               NEW YORK, NEW YORK 10022
     CHICAGO, ILLINOIS 60601           ST. LOUIS, MISSOURI 63101
</Table>

     APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of this Registration Statement

     If any of the securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [ ]

     It is proposed that this filing will become effective (check appropriate
box):

     [ ] when declared effective pursuant to section 8(c).

        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933


<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
                                                         PROPOSED MAXIMUM        PROPOSED MAXIMUM
      TITLE OF SECURITIES            AMOUNT BEING         OFFERING PRICE        AGGREGATE OFFERING         AMOUNT OF
        BEING REGISTERED            REGISTERED(1)           PER UNIT(1)              PRICE(1)          REGISTRATION FEE(2)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>                     <C>                     <C>
Common Stock....................      11,500,000              $25.00               $287,500,000            $36,426.25
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</Table>


(1) Estimated solely for the purpose of calculating the registration fee.




(2) Previously transmitted to the Securities and Exchange Commission's account
    at Mellon Bank, Pittsburgh, Pennsylvania via Wire transfer (Fed. Reference
    #040218019385).


     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT
SPECIFICALLY STATES THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATES AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                             CROSS REFERENCE SHEET

                              PART A -- PROSPECTUS

<Table>
<Caption>
                ITEMS IN PART A OF FORM N-2                   LOCATION IN PROSPECTUS
                ---------------------------                   ----------------------
<S>       <C>                                        <C>
Item 1.   Outside Front Cover                        Cover Page
Item 2.   Cover pages; Other Offering Information    Cover Page
Item 3.   Fee Table and Synopsis                     Summary of Company Expenses
Item 4.   Financial Highlights                       Not applicable
Item 5.   Plan of Distribution                       Underwriting
Item 6.   Selling Shareholders                       Not applicable
Item 7.   Use of Proceeds                            Use of Proceeds
Item 8.   General Description of the Registrant      The Company; Leverage; Risks
Item 9.   Management                                 Management of the Company
Item 10.  Capital Stock, Long-Term Debt and other    Description of Shares
          Securities
Item 11.  Defaults and Arrears on Senior             Not applicable
          Securities
Item 12.  Legal Proceedings                          Not applicable
Item 13.  Table of Contents of the Statement of      Table of Contents of the Statement of
          Additional Information                     Additional Information
</Table>

                 PART B -- STATEMENT OF ADDITIONAL INFORMATION

<Table>
<Caption>
                ITEMS IN PART B OF FORM N-2          LOCATION IN STATEMENT OF ADDITIONAL INFORMATION
                ---------------------------          -----------------------------------------------
<S>       <C>                                        <C>
Item 14.  Cover Page                                 Cover Page
Item 15.  Table of Contents                          Table of Contents
Item 16.  General Information and History            Not applicable
Item 17.  Investment Objective and Policies          Investment Objective and Policies
Item 18.  Management                                 Management of the Company
Item 19.  Control Persons and Principal Holders of   Management of the Company
          Securities
Item 20.  Investment Advisory and Other Services     Management of the Company
Item 21.  Brokerage Allocation and Other Services    Portfolio Transactions
Item 22.  Tax Status                                 U.S. Federal Income Tax Matters
Item 23.  Financial Statements                       Financial Statements
</Table>

                          PART C -- OTHER INFORMATION

Items 24-33 have been answered in Part C of this registration statement.
<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


<Table>
<S>                                                           <C>

SUBJECT TO COMPLETION                                                 (TORTOISE LOGO)
PRELIMINARY PROSPECTUS
DATED FEBRUARY 20, 2004
              COMMON SHARES
</Table>


                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION
                                $25.00 PER SHARE

     Tortoise Energy Infrastructure Corporation (the "Company") is a newly
organized, nondiversified, closed-end management investment company. The
Company's investment objective is to seek a high level of total return with an
emphasis on current distributions paid to its shareholders. The Company seeks to
provide its shareholders with an efficient vehicle to invest in a portfolio of
publicly traded master limited partnerships in the energy infrastructure sector
("MLPs"). Similar to the tax characterization of distributions made by MLPs to
its unitholders, the Company believes that it will have relatively high levels
of deferred taxable income associated with distributions to its shareholders.
There is no assurance that the Company will achieve its objective.

     Under normal circumstances, the Company will invest at least 90% of total
assets (including assets obtained through leverage) in securities of energy
infrastructure companies, and will invest at least 70% of total assets in equity
securities of MLPs. Energy infrastructure companies engage in the business of
transporting, processing, storing, distributing or marketing natural gas,
natural gas liquids (primarily propane), coal, crude oil or refined petroleum
products, or exploring, developing, managing or producing such commodities. The
Company may also invest up to 25% of total assets in debt securities of energy
infrastructure companies, including securities rated below investment grade
(commonly referred to as "junk bonds"), and up to 30% of total assets in
restricted securities for which no public trading market exists.

     PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC OR PRIVATE MARKET FOR THE
COMMON SHARES. The Common Shares have been approved for listing on the New York
Stock Exchange, subject to notice of issuance, under the trading or "ticker"
symbol "TYG."
                             ---------------------
     INVESTING IN COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. INVESTORS COULD
LOSE SOME OR ALL OF THEIR INVESTMENT IN THE COMPANY. SEE "RISKS" BEGINNING ON
PAGE 21 OF THIS PROSPECTUS.
                             ---------------------
     SHARES OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES FREQUENTLY TRADE AT
PRICES LOWER THAN THEIR NET ASSET VALUE OR INITIAL OFFERING PRICE. MARKET
DISCOUNT RISK APPLIES TO ALL INVESTORS, BUT IT MAY BE GREATER FOR INITIAL
INVESTORS EXPECTING TO SELL SHARES SHORTLY AFTER THE COMPLETION OF THE OFFERING.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                             ---------------------

<Table>
<Caption>
                                                              PER SHARE   TOTAL(1)
                                                              ---------   --------
<S>                                                           <C>         <C>
Public offering price.......................................   $25.000    $
Underwriting discounts and commissions......................   $ 1.125    $
Proceeds, before expenses, to the Company(2)................   $23.875    $
</Table>

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

(1) The underwriters named in this prospectus have the option to purchase up to
              additional Common Shares at the public offering price, less the
    underwriting discounts and commissions, within 45 days from the date of this
    prospectus to cover over-allotments.

(2) The aggregate expenses of the offering are estimated to be $     , which
    represents $0.          per Common Share issued.

     The Common Shares will be ready for delivery on or about           , 2004.

<Table>
<S>                        <C>                      <C>
STIFEL, NICOLAUS & COMPANY     LEHMAN BROTHERS        RBC CAPITAL MARKETS
       INCORPORATED
       ADVEST, INC.          BB&T CAPITAL MARKETS         OPPENHEIMER
  SANDERS MORRIS HARRIS                                WR HAMBRECHT + CO
PARKER/HUNTER INCORPORATED                           WUNDERLICH SECURITIES,
                                                              INC.
</Table>

                             ---------------------
                       Prospectus dated           , 2004
<PAGE>

     Unlike most investment companies, the Company will be taxed like a
corporation and will not elect to be treated as a regulated investment company
under the Internal Revenue Code.

     Tortoise Capital Advisors, LLC (the "Adviser") will serve as the investment
adviser to the Company. The Adviser was formed in October 2002 and has limited
independent resources. Accordingly, the Adviser has relied to a significant
degree on the officers, employees, and resources of certain affiliated entities.
Four (of the five) members of the investment committee of the Adviser are
affiliates of, but not employees of, the Adviser, and each has other significant
responsibilities with such affiliated entities. The affiliated entities conduct
businesses and activities of their own in which the Adviser has no economic
interest. If these separate activities are significantly greater than the
Adviser's activities, there could be material competition for the efforts of key
personnel. The Adviser has no prior experience managing a registered investment
company.

     The Company may borrow money, issue preferred shares, or issue other debt
securities to the extent permitted by the Investment Company Act of 1940, as
amended (the "1940 Act"). These practices are known as leverage. Leverage
creates an opportunity for increased income and capital appreciation for common
shareholders, but at the same time, it creates special risks that may adversely
affect common shareholders. Because the Adviser's fee is based on total assets
(including assets obtained through leverage), the Adviser's fee will be higher
if the Company is leveraged. There can be no assurance that a leveraged strategy
will be successful during any period in which it is used. See "Leverage" and
"Risks -- Leverage Risks."

     The prospectus sets forth concisely the information about the Company that
a prospective investor should know before investing. You should read this
prospectus, which contains important information about the Company, before
deciding whether to invest in the Company's Common Shares, and retain it for
future reference. A statement of additional information, dated         , 2004,
containing additional information about the Company, has been filed with the
Securities and Exchange Commission and is incorporated by reference in its
entirety into this prospectus. You may request a free copy of the statement of
additional information, the table of contents of which is on page 43 of this
prospectus, by calling 1-888-728-8784 or by writing to the Company at 10801
Mastin Boulevard, Suite 222, Overland Park, Kansas 66210. You can review and
copy documents the Company has filed at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-942-8090 for information.
The Securities and Exchange Commission charges a fee for copies. You can get the
same information free from the Securities and Exchange Commission's website
(http://www.sec.gov). You may also e-mail requests for these documents to
publicinfo@sec.gov or make a request in writing to the Securities and Exchange
Commission's Public Reference Section, Washington, D.C. 20549-0102.

     The Company's Common Shares do not represent a deposit or obligation of,
and are not guaranteed or endorsed by, any bank or other insured depository
institution and are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other government agency.
<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Prospectus Summary..........................................    1
Summary of Company Expenses.................................   11
Use of Proceeds.............................................   12
The Company.................................................   13
Leverage....................................................   19
Risks.......................................................   21
Management of the Company...................................   28
Distributions...............................................   30
Closed-End Company Structure................................   32
Tax Matters.................................................   33
Net Asset Value.............................................   35
Description of Shares.......................................   35
Certain Provisions in the Company's Charter and Bylaws......   38
Underwriting................................................   40
Direct Placement Contracts..................................   42
Administrator, Custodian, Transfer Agent and Dividend Paying
  Agent.....................................................   42
Legal Matters...............................................   42
Table of Contents of the Statement of Additional
  Information...............................................   43
</Table>

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. THE COMPANY HAS NOT, AND THE UNDERWRITERS HAVE
NOT, AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF
ANYONE PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT
RELY ON IT. THE COMPANY IS NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER TO
SELL THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS
IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS. THE COMPANY'S BUSINESS,
FINANCIAL CONDITION AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE. THE COMPANY
WILL AMEND OR SUPPLEMENT THIS PROSPECTUS TO REFLECT MATERIAL CHANGES TO THE
INFORMATION CONTAINED IN THIS PROSPECTUS TO THE EXTENT REQUIRED BY APPLICABLE
LAW.

                                        ii
<PAGE>

                               PROSPECTUS SUMMARY

     This is only a summary. This summary may not contain all of the information
that you should consider before investing in the Company's shares of common
stock ("Common Shares"). You should review the more detailed information
contained in this prospectus and in the statement of additional information,
especially the information set forth under the heading "Risks" on page 20 of
this prospectus.

THE COMPANY

     Tortoise Energy Infrastructure Corporation (the "Company") is a newly
organized, nondiversified, closed-end management investment company. The
Company's investment objective is to seek a high level of total return with an
emphasis on current distributions paid to shareholders. For purposes of the
Company's investment objective, total return includes capital appreciation of,
and all distributions received from, securities in which the Company will invest
regardless of the tax character of the distributions. The Company seeks to
provide its shareholders with an efficient vehicle to invest in a portfolio of
publicly traded master limited partnerships in the energy infrastructure sector
("MLPs"). Similar to the tax characterization of distributions made by MLPs to
its unit holders, the Company believes that it will have relatively high levels
of deferred taxable income associated with distributions made to its
shareholders. Tortoise Capital Advisors, LLC (the "Adviser") will serve as the
Company's investment adviser.

THE OFFERING

     The Company is offering           Common Shares at an initial offering
price of $25.00 per share through a group of underwriters (the "Underwriters")
led by Stifel, Nicolaus & Company, Incorporated, Lehman Brothers Inc. and RBC
Capital Markets. An investor must purchase at least 100 Common Shares ($2,500)
in order to participate in this offering. The Company has given the Underwriters
an option to purchase up to           additional Common Shares at the public
offering price, less the underwriting discounts and commissions, within 45 days
from the date of this prospectus to cover over-allotments. See "Underwriting."

LISTING

     The Common Shares have been approved for listing on the New York Stock
Exchange ("NYSE"), subject to notice of issuance, under the trading or "ticker"
symbol "TYG."

TAX STATUS OF COMPANY

     Unlike most investment companies, the Company will not be treated as a
regulated investment company under the U.S. Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"). Therefore, the Company will be obligated
to pay federal and applicable state corporate taxes on its taxable income. On
the other hand, the Company is not subject to the "qualifying income" rules
applicable to regulated investment companies. Under current tax law, the
qualifying income rules substantially limit the ability of regulated investment
companies to invest directly in MLPs. Unlike regulated investment companies, the
Company is not required to distribute substantially all of its income and
capital gains. The Company will invest a substantial portion of its assets in
MLPs. Although the MLPs will generate taxable income to the Company, the Company
expects the MLPs to pay cash distributions in excess of the taxable income
reportable by the Company. Similarly, the Company expects to distribute cash in
excess of its taxable income to its shareholders and intends to distribute
substantially all of its distributable cash flow (generally, cash from
operations less certain operating expenses and reserves). The taxation of
Company distributions is discussed below under "Prospectus
Summary -- Shareholder Tax Features." See also "Tax Matters."

TAXATION OF MLPS AND MLP INVESTORS

     The Company will invest primarily in MLPs, which are treated as
partnerships for federal income tax purposes. Limited partners, such as the
Company, will be required to pay tax on their allocable share of the MLPs'
income, gains, losses and deductions, including accelerated depreciation and
amortization deductions. Such items generally are allocated among the general
partner and limited partners in accordance with their percentage interests in
the MLP. Partners recognize and must report their allocable share of income
regardless

                                        1
<PAGE>

of whether any cash distributions are paid out. MLPs typically are required by
their charter documents to distribute substantially all of their distributable
cash flow. The types of MLPs in which the Company intends to invest have
historically made cash distributions to limited partners that exceed the amount
of taxable income allocable to limited partners. This may be due to a variety of
factors, including that the MLP may have significant non-cash deductions, such
as accelerated depreciation. If the cash distributions exceed the taxable income
reported, the MLP investor's basis in MLP units will decrease. This feature will
reduce current income tax liability, but potentially will increase the
investor's gain upon the sale of its MLP interest.

SHAREHOLDER TAX FEATURES

     Shareholders of the Company hold common stock of a corporation. Shares of
common stock differ substantially from partnership interests for federal income
tax purposes. Unlike holders of MLP common units, shareholders of the Company
will not recognize an allocable share of the Company's income, gains, losses and
deductions. Shareholders recognize income only if the Company pays out
distributions. The tax character of the distributions can vary. If the Company
makes distributions from current or accumulated earnings and profits, such
distributions will be taxable to shareholders in the current period as dividend
income. Dividend income will be treated as "qualified dividends" for federal
income tax purposes, subject to favorable capital gains rates. If distributions
exceed the Company's current or accumulated earnings and profits, such excess
distributions will constitute a tax-free return of capital to the extent of a
shareholder's basis in its Common Shares. To the extent excess distributions
exceed a shareholder's basis, it will be taxed as capital gain. Based on the
historical performance of MLPs, the Company expects that a significant portion
of distributions to holders of Common Shares will constitute a tax-free return
of capital. There is no assurance that the Company will make regular
distributions or that the Company's expectation regarding the tax character of
its distributions will be realized. The special tax treatment for qualified
dividends is scheduled to expire as of December 31, 2008.

     Upon the sale of Common Shares, a shareholder generally will recognize
capital gain or loss measured by the difference between the sale proceeds
received by the shareholder and the shareholder's federal income tax basis in
its Common Shares sold, as adjusted to reflect return(s) of capital. Generally,
such capital gain or loss will be long-term capital gain or loss if Common
Shares were held as a capital asset for more than one year. The tax basis for
Common Shares owned by an individual shareholder will be adjusted to equal their
full market value upon such shareholder's death. See "Tax Matters."

COMPARISON WITH DIRECT INVESTMENTS IN MLPS

     The Company is designed to provide an efficient vehicle for investing in a
portfolio of MLPs. As of the date of this prospectus, the Company believes that
it is the only publicly traded investment company offering access to a portfolio
of energy infrastructure MLPs. The Company further believes that an investor who
invests in the Company will benefit from a number of portfolio and tax features
that would not be available from a direct investment in MLPs, including the
following:

     - An investment in the Company offers diversification among a number of
       MLPs within the energy infrastructure sector through a single investment
       vehicle;

     - The Company intends to invest up to 30% of its total assets in direct
       placements (restricted securities). Direct placements offer the potential
       for increased return, but are typically only available to a limited
       number of institutional investors such as the Company;

     - Each shareholder of the Company will receive a single Form 1099, rather
       than a Form K-1 from each MLP if a shareholder invested directly in the
       MLP;

     - Shareholders of the Company will not be required to file state income tax
       returns in each state in which MLPs owned by the Company operate, whereas
       limited partners of MLPs may be required to make state filings in states
       in which the MLP operates;

     - The passive activity income and loss rules apply to a direct investment
       in MLPs, but not to an investment in the Company (these rules limit the
       ability of an investor to use losses to offset other gains);

                                        2
<PAGE>

     - The Internal Revenue Code generally excludes corporate dividends from
       treatment as unrelated business taxable income ("UBTI") (unless the stock
       is debt-financed). Tax-exempt investors, including employee benefit plans
       and IRAs, will not have UBTI upon receipt of distributions from the
       Company, whereas a tax-exempt limited partner's allocable share of income
       of an MLP is treated as UBTI; and

     - Distributions of the Company will be treated as qualifying income for
       regulated investment companies or mutual funds; the income from MLPs are
       not qualifying income for regulated investment companies.

     Unlike MLPs, the Company will be obligated to pay current and deferred tax
with respect to its income, thereby subjecting the Company's income to a double
layer of tax upon distribution to the Company's shareholders. Like other
investment companies, shareholders of the Company will bear the operating costs
of the Company, including management fees, custody and administration, and the
costs of operating as a public company.

INVESTMENT POLICIES

     Under normal circumstances, the Company will invest at least 90% of its
total assets (including assets obtained through leverage) in securities of
energy infrastructure companies, and will invest at least 70% of its total
assets in equity securities of MLPs. Energy infrastructure companies engage in
the business of transporting, processing, storing, distributing or marketing
natural gas, natural gas liquids (primarily propane), coal, crude oil or refined
petroleum products, or exploring, developing, managing or producing such
commodities. The Company will invest solely in energy infrastructure companies
organized in the United States. It is anticipated that all publicly traded
companies in which the Company will invest will have an equity market
capitalization greater than $100 million.

     The Company intends to invest primarily in equity securities of MLPs, which
currently consist of the following instruments: common units, convertible
subordinated units and I-Shares. As of the date of this prospectus, all MLP
common units in which the Company intends to invest are listed and traded on the
NYSE, American Stock Exchange ("AMEX") or NASDAQ National Market. The Company
also may purchase MLP common units through direct placements. MLP convertible
subordinated units are not listed or publicly traded, and are typically
purchased in directly negotiated transactions with MLP affiliates or
institutional holders of such shares. As of the date of this prospectus,
I-Shares are listed and traded on the NYSE.

     MLP common unit holders have typical limited partner rights, including
limited management and voting rights. MLP common units have priority over
convertible subordinated units upon liquidation. Common unit holders are
entitled to minimum quarterly distributions ("MQD"), including arrearage rights,
prior to any distribution payments to convertible subordinated unit holders or
incentive distribution payments to the general partner. MLP convertible
subordinated units are convertible to common units on a one-to-one basis after
the passage of time and/or achievement of specified financial goals. MLP
convertible subordinated units are entitled to MQD after the payments to holders
of common units and before incentive distributions to the general partner. MLP
convertible subordinated units do not have arrearage rights. I-Shares have
similar features to common units except that distributions are payable in
additional I-Shares rather than cash. The Company will invest in I-Shares only
if it has adequate cash to satisfy its distribution targets.

     Although the Company also may invest in equity and debt securities of
energy infrastructure companies that are organized and/or taxed as corporations,
it is likely that any such investments will be in debt securities because the
equity dividends from such corporations typically do not meet the Company's
investment objective. The Company also may invest in securities of general
partners or other affiliates of MLPs and private companies operating energy
infrastructure assets.

     The Company has adopted the following additional nonfundamental investment
policies:

     - The Company may invest up to 30% of its total assets in direct placements
       (restricted securities). The types of direct placements that the Company
       may purchase consist of MLP convertible subordinated units, MLP common
       units and securities of private energy infrastructure companies (i.e.,
       non-MLPs).

                                        3
<PAGE>

       Investments in private companies that do not have any publicly traded
       shares or units are limited to 5% of total assets.

     - The Company may invest up to 25% of total assets in debt securities of
       energy infrastructure companies, including securities rated below
       investment grade (commonly referred to as "junk bonds"). Below investment
       grade debt securities will be rated at least B3 by Moody's Investors
       Service, Inc. ("Moody's") and at least B- by Standard & Poor's Ratings
       Group ("S&P's") at the time of purchase, or comparably rated by another
       statistical rating organization or if unrated, determined to be of
       comparable quality by the Adviser.

     - The Company will not invest more than 10% of total assets in any single
       issuer.

     - The Company will not engage in short sales.

     The Company may change its nonfundamental investment policies without
shareholder approval and will provide notice to shareholders of material changes
(including notice through shareholder reports); provided, however, that a change
in the policy of investing at least 90% of its total assets in energy
infrastructure companies requires 60 days prior written notice to shareholders.
Unless otherwise stated, all investment restrictions apply at the time of
purchase and the Company will not be required to reduce a position due solely to
market value fluctuations. The term total assets includes assets obtained
through leverage for the purpose of each investment restriction.

USE OF LEVERAGE BY THE COMPANY

     The Company may borrow money, issue preferred shares, or issue other debt
securities to the extent permitted by the 1940 Act. These practices are known as
leverage. The Company may not be leveraged at all times and the amount of
leverage, if any, may vary depending on a variety of factors, including the
costs that the Company would incur as a result of leverage, market conditions
and available investment opportunities, including direct placement potential.
Subject to oversight of the Board of Directors, the Company intends to leverage
only when it believes that leverage will serve the best interests of
shareholders. The principal, although not exclusive, factor used in making the
determination will be whether the potential return is likely to exceed the cost
of leverage.

     Because the Adviser's fee is based upon a percentage of the Company's
Managed Assets (as defined below), the Adviser's fee will be higher if the
Company is leveraged. Therefore, the Adviser will have a financial incentive to
leverage the Company, which may create a conflict of interest between the
Adviser and the holders of the Common Shares. There can be no assurance that a
leveraging strategy will be used or that it will be successful during any period
in which it is used. The use of leverage involves risks, which can be
significant. See "Leverage" and "Risks -- Leverage Risk."

     The Company may, but is not required to, hedge general interest rate
exposure arising from its leverage transactions. Under current market
conditions, hedging would be accomplished principally by entering into interest
rate transactions such as swaps, caps and floors. The use of interest rate
transactions is a highly specialized activity that involves investment
techniques and risks different from those associated with ordinary portfolio
security transactions. See "Risks -- Hedging Strategy Risk."

INVESTMENT ADVISER

     The Adviser was formed in October 2002 to provide portfolio management
services to institutional and high net worth investors seeking professional
management of their MLP investments. The Adviser is controlled equally by
Fountain Capital Management, L.L.C. ("Fountain Capital") and Kansas City Equity
Partners LC ("KCEP"). As of December 31, 2003, the Adviser had approximately $82
million of client assets under management. Affiliates of the Adviser have an
additional $285 million of energy infrastructure investment assets under
management. The Adviser's investment committee is comprised of five seasoned
portfolio managers led by David J. Schulte, CFA. As an investment banker and as
a managing director of KCEP, Mr. Schulte has fourteen years of experience in
providing growth companies with acquisition and capital market financings. While
at KCEP and the Adviser he has overseen the investment in privately placed
common units and convertible subordinated units issued by propane and natural
gas processing MLPs.

                                        4
<PAGE>

     The principal business address of the Adviser is 10801 Mastin Boulevard,
Suite 222, Overland Park, Kansas 66210. The Adviser has no prior experience
managing a registered investment company.

     Fountain Capital was formed in 1990 and is focused primarily on providing
investment advisory services to institutional investors with respect to below
investment grade debt. Fountain Capital had $2.4 billion of client assets under
management as of December 31, 2003. Atlantic Asset Management LLC ("Atlantic")
is a minority owner, and an affiliate, of Fountain Capital. Atlantic was formed
in 1992 and provides, directly or through affiliates, a variety of fixed-income
investment advisory services including investment grade bond and high-yield bond
strategies, investment grade collateralized debt obligations and mortgage hedge
funds. Including Fountain Capital, the Atlantic group had approximately $9.7
billion in assets under management as of December 31, 2003. KCEP was formed in
1993 and is focused solely on managing two private equity funds, which have had
combined committed capital of $110 million. KCEP focuses on private equity
investments in the consumer, telecom/media and natural resource distribution and
services industries.

     The Adviser will be responsible for the investment of the Company's
portfolio in accordance with the Company's investment objective and policies.
The Adviser will make all investment decisions for the Company, subject to
oversight by the Company's Board of Directors. Day-to-day management of the
Company's portfolio will be the responsibility of a team of investment analysts
and portfolio managers led by Mr. Schulte. The other members of the Adviser's
investment committee are affiliates of, but not employees of, the Adviser, and
have significant responsibilities with KCEP, Fountain Capital and their
affiliates. All members of the investment committee have undertaken to provide
such services as are necessary to fulfill the obligations of the Adviser to the
Company. The Company will pay the Adviser a fee for its investment management
services equal to an annual rate of 0.95% of the Company's average monthly total
assets (including any assets attributable to any leverage) minus accrued
liabilities other than (i) deferred taxes, (ii) debt entered into for purposes
of leverage and (iii) the aggregate liquidation preference of any outstanding
preferred shares ("Managed Assets"). This fee is calculated monthly and paid
quarterly.

DISTRIBUTIONS

     The Company intends to pay out substantially all of its Distributable Cash
Flow ("DCF") to holders of Common Shares through quarterly distributions. DCF is
the amount received by the Company as cash or paid-in-kind distributions from
MLPs or their affiliates, and interest payments received on debt securities
owned by the Company, less current or anticipated operating expenses, taxes on
Company taxable income, and leverage costs paid by the Company. The Board of
Directors has established a target for distributions to holders of Common Shares
in an amount of at least 95% of DCF on an annual basis. The Company expects that
it will declare and make a distribution no later than May 31, 2004. Subsequent
distributions will be paid each fiscal quarter out of DCF, if any. There is no
assurance that the Company will continue to make regular distributions. The
Company intends to have a fiscal year ending November 30.

     Unless a shareholder elects to receive distributions in cash, distributions
will be used to purchase additional Common Shares of the Company. See
"Distributions -- Automatic Dividend Reinvestment Plan."

RISKS

     No Operating History.  The Company is a newly organized closed-end
management investment company and has no operating history or history of public
trading of its Common Shares.

     Management Risk.  The Adviser was formed in October 2002 and has limited
independent resources. The Adviser has relied to a significant degree on the
officers, employees, and resources of Fountain Capital, KCEP and their
affiliates. Four (of the five) members of the investment committee are
affiliates of, but not employees of, the Adviser, and each have other
significant responsibilities with such affiliated entities. Fountain Capital,
KCEP and their affiliates conduct businesses and activities of their own in
which the Adviser has no economic interest. If these separate activities are
significantly greater than the Adviser's activities, there could be material
competition for the efforts of key personnel. The Adviser has no previous
experience managing a registered investment company.

                                        5
<PAGE>

     Energy Infrastructure Sector.  The Company intends to concentrate its
investments in the energy infrastructure sector, with an emphasis on securities
issued by MLPs. Certain risks inherent in the energy infrastructure business of
these types of MLPs include the following:

     - Processing and coal MLPs may be directly affected by energy commodity
       prices. The volatility of commodity prices can indirectly affect certain
       other MLPs due to the impact of prices on volume of commodities
       transported, processed, stored or distributed. Pipeline MLPs are not
       subject to direct commodity price exposure because they do not own the
       underlying energy commodity. While propane MLPs do own the underlying
       energy commodity, the Adviser intends to seek high quality MLPs that are
       able to mitigate or manage direct margin exposure to commodity price
       levels. The MLP sector can be hurt by market perception that MLPs'
       performance and distributions are directly tied to commodity prices.

     - The profitability of MLPs, particularly processing and pipeline MLPs, may
       be materially impacted by the volume of natural gas or other energy
       commodities available for transporting, processing, storing or
       distributing. A significant decrease in the production of natural gas,
       oil, coal or other energy commodities, due to the decline of production
       from existing facilities, import supply disruption, depressed commodity
       prices or otherwise, would reduce revenue and operating income of MLPs
       and, therefore, the ability of MLPs to make distributions to partners.

     - A sustained decline in demand for crude oil, natural gas and refined
       petroleum products could adversely affect MLP revenues and cash flows.
       Factors that could lead to a decrease in market demand include a
       recession or other adverse economic conditions, an increase in the market
       price of the underlying commodity, higher taxes or other regulatory
       actions that increase costs, or a shift in consumer demand for such
       products.

     - A portion of any one MLP's assets may be dedicated to natural gas
       reserves and other commodities that naturally deplete over time, which
       could have a material adverse impact on an MLP's ability to make
       distributions. MLPs employ a variety of means of increasing cash flow,
       including increasing utilization of existing facilities, expanding
       operations through new construction, expanding operations through
       acquisitions, or securing additional long-term contracts. Thus, some MLPs
       may be subject to construction risk, acquisition risk or other risk
       factors arising from their specific business strategies. A significant
       slowdown in large energy companies' disposition of energy infrastructure
       assets and other merger and acquisition activity in the energy MLP
       industry could reduce the growth rate of cash flows received by the
       Company from MLPs that grow through acquisitions.

     - The profitability of MLPs could be adversely affected by changes in the
       regulatory environment. The business of MLPs are heavily regulated by
       federal and state governments in diverse matters, such as from the way in
       which certain MLP assets are constructed, maintained and operated and the
       prices MLPs may charge for their services. Such regulation can change
       over time in scope and intensity. For example, a particular byproduct of
       an MLP process may be declared hazardous by a regulatory agency and
       unexpectedly increase production costs. Moreover, many state and federal
       environmental laws provide for civil as well as regulatory remediation,
       thus adding to the potential exposure an MLP may face.

     - A rising interest rate environment could adversely impact the performance
       of MLPs. Rising interest rates could limit the capital appreciation of
       equity units of MLPs because of the increased availability of alternative
       investments at competitive yields with MLPs. Rising interest rates may
       also increase an MLP's cost of capital. A higher cost of capital could
       limit growth from acquisition/expansion projects and limit MLP
       distribution growth rates.

     - Since the September 11th attacks, the U.S. government has issued public
       warnings indicating that energy assets, specifically those related to
       pipeline infrastructure, production facilities and transmission and
       distribution facilities, might be specific targets of terrorist activity.
       The continued threat of terrorism and related military activity will
       likely increase volatility for prices in natural gas and oil and could
       affect the market for products of MLPs.

                                        6
<PAGE>

     - Holders of MLP units are subject to certain risks inherent in the
       partnership structure of MLPs including (i) tax risks (described in more
       detail below), (ii) limited ability to elect or remove management (iii)
       limited voting rights, except with respect to extraordinary transactions,
       and (iv) conflicts of interest of the general partner, including those
       arising from incentive distribution payments.

     Cash Flow Risk.  The Company will derive substantially all of its cash flow
from investments in equity securities of MLPs. The amount of cash that the
Company has available to distribute to shareholders is completely dependent on
the ability of MLPs held by the Company to make distributions to its partners.
The Company has no control over the actions of underlying MLPs. The amount of
cash that each individual MLP can distribute to its partners will depend on the
amount of cash it generates from operations, which will vary from quarter to
quarter depending on factors affecting the energy infrastructure market
generally and on factors affecting the particular business lines of the MLP.
Available cash will also depend on the MLPs' level of operating costs (including
incentive distributions to the general partner), level of capital expenditures,
debt service requirements, acquisition costs (if any), fluctuations in working
capital needs and other factors.

     Tax Risk of MLPs.  The value of the Company's investment in MLPs depends
largely on the MLPs being treated as partnerships for federal income tax
purposes. If an MLP does not meet current law requirements to maintain
partnership status, or if it is unable to do so because of tax law changes, it
would be taxed as a corporation. In that case, the MLP would be obligated to pay
income tax at the entity level and distributions received by the Company would
be taxed entirely as dividend income. As a result, there would be a material
reduction in the Company's cash flow and there would likely be a material
decrease in the value of the Common Shares.

     Items of income, gains, losses and deductions of each MLP flow through to
the Company in its capacity as a partner of the MLP. Historically, a substantial
portion of MLP income has been offset by tax deductions. If the amount of MLP
income tax deductions that may be claimed by the Company is less than
anticipated or the Company turns over its portfolio more rapidly than
anticipated, the Company will incur greater current income taxes. A significant
slowdown in acquisition activity by the MLPs in the Company's portfolio also
could accelerate the Company's obligations to pay income taxes due in part to
less accelerated depreciation generated by new acquisitions. In such a case, the
portion of the Company's distributions that is treated as a return of capital
will be reduced and the portion treated as dividend income would increase,
resulting in lower after tax dividends for the Company's shareholders. See
"Risk -- Tax Risks."

     Delay in Use of Proceeds.  Although the Company currently intends to invest
the proceeds of any sales of Common Shares as soon as practicable following the
closing, such investments may be delayed if suitable investments are unavailable
at the time or for other reasons or if the Company is unable to secure firm
commitments for direct placements. Due to the trading market and volumes for
MLPs, it may take the Company a period of time to accumulate positions in
certain securities. Because the market for MLP securities may at times be less
liquid than the market for many other securities, the Company may be unable to
obtain such securities within the time, and in the amount, currently anticipated
by the Company. As a result, the proceeds may be invested in cash, cash
equivalents, high-quality debt instruments, or other securities pending
investment in MLPs or securities of energy infrastructure companies. A delay in
the anticipated use of proceeds could lower returns and lower the Company's
yield in the first year after the issuance of Common Shares. See "Risks -- Delay
in Use of Proceeds."

     Equity Securities Risk.  MLP common units and other equity securities can
be affected by macro economic and other factors affecting the stock market in
general, expectations of interest rates, investor sentiment towards MLPs or the
energy sector, changes in a particular issuer's financial condition, or
unfavorable or unanticipated poor performance of a particular issuer (in the
case of MLPs, generally measured in terms of distributable cash flow). Prices of
common units of individual MLPs and other equity securities can also be affected
by fundamentals unique to the partnership or company, including earnings power
and coverage ratios.

     Investing in securities of smaller companies may involve greater risk than
is associated with investing in more established companies. Smaller
capitalization companies may have limited product lines, markets or

                                        7
<PAGE>

financial resources; may lack management depth or experience; and may be more
vulnerable to adverse general market or economic developments than larger more
established companies.

     Because MLP convertible subordinated units generally convert to common
units at a one-to-one ratio, the price that the Company can be expected to pay
upon purchase or to realize upon resale is generally tied to the common unit
price less a discount. The size of the discount varies depending on a variety of
factors including the likelihood of conversion, the length of time remaining to
conversion, and the size of the block purchased.

     The price of I-Shares and their volatility tend to be correlated to the
price of common units, although the price correlation is not precise.

     Leverage Risk.  Leverage creates an opportunity for an increased return to
common shareholders, but it is a speculative technique that could adversely
affect common shareholders. Unless the income and capital appreciation, if any,
on securities acquired with borrowed funds or other leverage proceeds exceed the
costs of the leverage, the use of leverage could cause the Company to lose
money. When leverage is used, the net asset value and market value of Common
Shares will be more volatile. There is no assurance that the use of leverage
will be successful during any period in which it is used.

     Common shareholders will bear the costs of any leverage through higher
operating expenses. The issuance of debt securities or preferred shares by the
Company would involve offering expenses and other costs. Fluctuations in
interest rates on borrowings and short-term debt could reduce cash available for
dividends on Common Shares. In addition, borrowings pursuant to credit
agreements or rated preferred shares may result in the Company being subject to
certain covenants, such as those relating to asset coverage and portfolio
composition, which may affect the Company's ability to pay dividends and other
distributions on Common Shares in certain instances. The Company may also be
required to pledge its assets to the lenders in connection with certain types of
borrowing.

     Hedging Strategy Risk.  The Company may use interest rate transactions for
hedging purposes only, in an attempt to reduce the interest rate risk arising
from the Company's leveraged capital structure. The Company does not intend to
hedge interest rate risk of portfolio holdings. Interest rate transactions that
the Company may use for hedging purposes will expose the Company to certain
risks that differ from the risks associated with its portfolio holdings. There
are economic costs of hedging reflected in the price of interest rate swaps,
caps and similar techniques, the costs of which can be significant. In addition,
the Company's success in using hedging instruments is subject to the Adviser's
ability to predict correctly changes in the relationships of such hedging
instruments to the Company's leverage risk, and there can be no assurance that
the Adviser's judgment in this respect will be accurate.

     Depending on the state of interest rates in general, the Company's use of
interest rate transactions such as swaps, caps or floors could enhance or
decrease the net income of the Common Shares. To the extent there is a decline
in interest rates, the value of interest rate transactions could decline, and
could result in a decline in the net asset value of the Common Shares. In
addition, if the counterparty to an interest rate transaction defaults, the
Company would not be able to use the anticipated net receipts under the interest
rate transaction to offset the Company's cost of financial leverage.
Consequently, the use of hedging transactions might result in a poorer overall
performance for the Company, whether or not adjusted for risk, than if the
Company had not engaged in such transactions. See "Risks -- Hedging Strategy
Risk."

     Portfolio Turnover Risk.  The Company's annual portfolio turnover rate may
vary greatly from year to year. Although the Company cannot accurately predict
its annual portfolio turnover rate, it is not expected to exceed 30% under
normal circumstances. However, portfolio turnover rate is not considered a
limiting factor in the execution of investment decisions for the Company. High
portfolio turnover may result in the Company's realization of gains that will be
taxable as ordinary income to the Company. In addition, high portfolio turnover
may increase the Company's current and accumulated earnings and profits,
resulting in a greater portion of the Company's distributions being treated as a
dividend to the Company's shareholders. See "The Company -- Portfolio Turnover"
and "Tax Matters."

     Direct Placements (Restricted Securities).  The Company may invest up to
30% of total assets in direct placements (restricted securities). Restricted
securities are subject to statutory and contractual restrictions on their public
resale, which may make it more difficult to value them, may limit the Company's
ability to dispose

                                        8
<PAGE>

of them and may lower the amount the Company could realize upon their sale. To
enable the Company to sell its holdings of a restricted security not registered
under the 1933 Act, the Company may have to cause those securities to be
registered. If the Company decides to pursue a public sale of restricted
securities, a considerable period may elapse between the time the decision is
made to sell the security and the time the security is registered so that the
Company could sell it. The Company would bear the risks of any downward price
fluctuation during that period.

     Liquidity Risk.  Although common units of MLPs trade on the NYSE, AMEX, and
the NASDAQ National Market, certain MLP securities may trade less frequently
than those of larger companies due to their smaller capitalizations. In the
event certain MLP securities experience limited trading volumes, the prices of
such MLPs may display abrupt or erratic movements at times. Additionally, it may
be more difficult for the Company to buy and sell significant amounts of such
securities without an unfavorable impact on prevailing market prices. As a
result, these securities may be difficult to dispose of at a fair price at the
times when the Company believes it is desirable to do so. These securities are
also more difficult to value, and the Adviser's judgment as to value will often
be given greater weight than market quotations, if any exist. Investment of the
Company's capital in securities that are less actively traded or over time
experience decreased trading volume may restrict the Company's ability to take
advantage of other market opportunities. See "The Company -- Investment
Policies/Restricted Securities."

     Valuation Risk.  Market prices generally will not be available for
convertible subordinated units or securities of private companies, and the value
of such investments will ordinarily be determined based on fair valuations
determined by the Adviser pursuant to procedures adopted by the Board of
Directors. Similarly, direct placements of common units will be based on fair
value determinations because of their restricted nature; however, the Adviser
expects that such values will be based on a discount from publicly available
market prices. Restrictions on resale or the absence of a liquid secondary
market may adversely affect the ability of the Company to determine its net
asset value. The sale price of securities that are restricted or otherwise not
readily marketable may be lower or higher than the Company's most recent fair
valuation. In addition, the Company will rely on information provided by MLPs to
calculate taxable income allocable to MLP units held by the Company and to
calculate associated deferred tax liability. See "Net Asset Value."

     Interest Rate Risk.  Interest rate risk is the risk that debt securities
will decline in value because of changes in market interest rates. Generally,
when market interest rates rise, the values of debt securities decline, and vice
versa. The Company's investment in such securities means that the net asset
value and market price of the Common Shares will tend to decline if market
interest rates rise. During periods of declining interest rates, the issuer of a
security may exercise its option to prepay principal earlier than scheduled,
forcing the Company to reinvest in lower yielding securities. This is known as
call or prepayment risk. Lower grade securities frequently have call features
that allow the issuer to repurchase the security prior to its stated maturity.
An issuer may redeem a lower grade obligation if the issuer can refinance the
debt at a lower cost due to declining interest rates or an improvement in the
credit standing of the issuer.

     Below Investment Grade Securities.  Below investment grade debt securities
are commonly referred to as "junk bonds." Below investment grade quality
securities are considered speculative with respect to an issuer's capacity to
pay interest and repay principal while they are outstanding. Below investment
grade debt securities are susceptible to default or decline in market value due
to adverse economic and business developments. The Company does not intend to
invest in distressed securities (securities issued by a company in a bankruptcy
reorganization, subject to a public or private debt restructuring or otherwise
in default or in significant risk of default in the payment of interest and
principal). However, in the event any below investment grade debt security
becomes distressed while held by the Company, the Company may be required to
incur extraordinary expenses in order to protect and recover its investment, and
there will be significant uncertainty as to when, in what manner and for what
value, if any, the distressed obligations will be satisfied.

     Nondiversification.  The Company is a nondiversified investment company
under the 1940 Act and will not be treated as a regulated investment company
under the Internal Revenue Code. Accordingly, there are no regulatory limits
under the 1940 Act or the Internal Revenue Code on the number or size of
securities held by the Company. There currently are only fifty-five (55)
companies presently organized as MLPs and only a limited amount of those
companies operate energy infrastructure assets. The Company intends to select
MLP

                                        9
<PAGE>

investments from this small pool of issuers. The Company may invest in non-MLP
securities to a lesser degree, consistent with its investment objective and
policies.

     Conflicts of Interest of Adviser.  Conflicts of interest may arise from the
fact that the Adviser and its affiliates generally will be carrying on
substantial investment activities for other clients, in which the Company will
have no interest. The Adviser or its affiliates may have financial incentives to
favor certain of such accounts over the Company. Any of their proprietary
accounts and other customer accounts may compete with the Company for specific
trades. The Adviser or its affiliates may give advice and recommend securities
to, or buy or sell securities for, the Company, which advice or securities
recommended may differ from advice given to, or securities recommended or bought
or sold for, other accounts and customers, even though their investment
objectives may be the same as, or similar to, those of the Company.

     Situations may occur when the Company could be disadvantaged because of the
investment activities conducted by the Adviser and its affiliates for its other
accounts. Such situations may be based on, among other things, the following:
(i) legal or internal restrictions on the combined size of positions that may be
taken for the Company or the other accounts, thereby limiting the size of the
Company's position; or (ii) the difficulty of liquidating an investment for the
Company or the other accounts where the market cannot absorb the sale of the
combined position. The Company's investment opportunities may be limited by
affiliations of the Adviser or its affiliates with energy infrastructure
companies. In particular, a private equity fund managed by KCEP holds a
significant subordinated equity position in one MLP and, as a result of such
ownership, holds a board position that is currently filled by David J. Schulte.
This relationship may limit or preclude the Company's investment in securities
of that MLP. See "The Company -- Conflicts of Interest."

     Effects of Terrorism.  The U.S. securities markets are subject to
disruption as a result of terrorist activities, such as the terrorist attacks on
the World Trade Center on September 11, 2001; war, such as the war in Iraq and
its aftermath; and other geopolitical events. Such events have led, and in the
future may lead, to short-term market volatility and may have long-term effects
on the U.S. economy and markets.

     Anti-Takeover Provisions.  The Company's Charter and Bylaws include
provisions that could delay, defer or prevent other entities or persons from
acquiring control of the Company, causing it to engage in certain transactions
or modifying its structure. These provisions may be regarded as "anti-takeover"
provisions. Such provisions could limit the ability of shareholders to sell
their shares at a premium over the then-current market prices by discouraging a
third party from seeking to obtain control of the Company. See "Certain
Provisions in the Company's Charter and Bylaws."

     Market Discount Risk.  Shares of closed-end management investment companies
frequently trade at prices lower than their net asset value. This is
characteristic of shares of closed-end management investment companies and is a
risk separate and distinct from the risk that the Company's net asset value may
decrease as a result of investment activities. Although this risk applies to all
shareholders, it may be greater for shareholders who sell their shares within a
relatively short period after completion of the public offering. The Company's
net asset value will be reduced immediately following this offering by the
underwriter discounts and commissions, and the offering and organizational costs
of the Company which will be borne entirely by the Company.

     For more information on the risks of investing in the Company, see "Risks."

ADMINISTRATOR, CUSTODIAN, TRANSFER AGENT AND DIVIDEND PAYING AGENT

     The Company will engage U.S. Bancorp Fund Services, LLC to serve as the
Company's administrator. Computershare Investor Services, LLC will serve as the
Company's transfer agent, dividend paying agent, and agent for the dividend
reinvestment plan. U.S. Bank N.A. will serve as the Company's Custodian. See
"Administrator, Custodian, Transfer Agent and Dividend Paying Agent."

                                        10
<PAGE>

                          SUMMARY OF COMPANY EXPENSES

     The following table assumes leverage through borrowing or other
transactions involving indebtedness in an amount equal to thirty three and one
third percent (33 1/3%) of the Company's total assets (including the amount
obtained through leverage) and shows Company expenses as a percentage of net
assets attributable to the Company's Common Shares. Footnote 4 to the table also
shows Company expenses as a percentage of net assets attributable to the
Company's Common Shares, but assumes that the Company does not use any form of
leverage.

SHAREHOLDER TRANSACTION EXPENSE

<Table>
<S>                                                           <C>
Underwriting discounts and commissions (as a percentage of
  offering price)(1)........................................            4.5%
Offering Expenses Borne by the Company (as a percentage of
  offering price)(2)........................................
Dividend Reinvestment Plan Fees(3)..........................            None
</Table>

<Table>
<Caption>
                                                              PERCENTAGE OF NET ASSETS
                                                               ATTRIBUTABLE TO COMMON
                                                                  SHARES (ASSUMES
                                                              LEVERAGE IS OUTSTANDING)
                                                              ------------------------
<S>                                                           <C>
Management Fee..............................................            1.42%
Interest Payments on Borrowed Funds(4)......................            1.50%
Other Expenses(5)...........................................            0.25%
                                                                       -----
Total Annual Expenses.......................................            3.17%
  Less Fee and Expense Reimbursement (Years 1 through
     5)(6)..................................................           (0.34)%
                                                                       -----
Net Annual Expenses.........................................            2.83%
</Table>

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

(1) For a description of the manner in which the underwriting discounts and
    commissions may be reduced and of other compensation paid to the
    underwriters by the Company and others, see "Underwriting."

(2) The total of other expenses and offering costs to be incurred by the Company
    in connection with the offering described in this prospectus is $    .

(3) Shareholders will pay brokerage charges if they direct the plan agent to
    sell their Common Shares held in a dividend reinvestment account. See
    "Distributions -- Automatic Dividend Reinvestment Plan."

(4) The table presented in this footnote estimates what the Company's annual
    expenses would be, stated as percentages of the Company's net assets
    attributable to Common Shares but, unlike the table above, assumes that the
    Company does not use any form of leverage, as would be the case, for
    instance, prior to the Company's expected borrowing. In accordance with
    these assumptions, the Company's expenses would be estimated as follows:

<Table>
<Caption>
                                                              PERCENTAGE OF NET ASSETS
                                                               ATTRIBUTABLE TO COMMON
                                                                 SHARES (ASSUMES NO
                                                              LEVERAGE IS OUTSTANDING)
                                                              ------------------------
<S>                                                           <C>
Management Fee..............................................            0.95%
Other Expenses(5)...........................................            0.25%
                                                                       -----
Total Annual Expenses.......................................            1.20%
  Less Fee and Expense Reimbursement (Years 1 through
     5)(6)..................................................           (0.23)%
                                                                       -----
Net Annual Expenses.........................................            0.97%
</Table>

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

(5) Does not include current income tax expense, which is estimated to be
    insignificant.

(6) For each of the first two years following the commencement of the Company's
    operations, the Adviser has agreed to waive or reimburse the Company for
    fees and expenses in an amount equal to 0.23% of the average monthly Managed
    Assets (as previously defined on page 5) of the Company. For years three
    through five, the Adviser has agreed to waive or reimburse the Company for
    fees and expenses in an amount equal to 0.10% of the average monthly Managed
    Assets of the Company.

     The purpose of the table above and the example below is to help investors
understand the fees and expenses that they, as common shareholders, would bear
directly or indirectly. As of the date of this

                                        11
<PAGE>

prospectus, the Company has not commenced investment operations. The Other
Expenses shown in the table and related footnotes are based on estimated amounts
for the Company's first year of operations unless otherwise indicated and assume
that the Company issues approximately ten million Common Shares. If the Company
issues fewer Common Shares, all other things being equal, these expenses would
increase. For additional information with respect to the Company's expenses, see
"Management of the Company" and "Distributions -- Automatic Dividend
Reinvestment Plan."

EXAMPLE:

     The following example illustrates the expenses (including the underwriting
discounts and commissions of $1.125 and estimated offering costs of this
offering of $.08 per Common Share) that shareholders would pay on a $1,000
investment in Common Shares, assuming (1) total annual expenses of 2.8% of net
assets attributable to Common Shares in years 1 and 2, increasing to 3.0% in
years 3 through 5 and increasing further to 3.2% in years 6 through 10 and (2) a
5% annual return:*

<Table>
<Caption>
                                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS(1)
                                                           ------   -------   -------   -----------
<S>                                                        <C>      <C>       <C>       <C>
Total Expenses Incurred..................................   $75      $134      $196        $371
</Table>

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

(1) Assumes waiver or reimbursement of fees and expense of 0.23% of average
    monthly Managed Assets in years one and two, and 0.10% of average monthly
    Managed Assets in years three through five. The Adviser has not agreed to
    reimburse the Company for any year beyond 2009.

 *  The example assumes that the estimated Other Expenses set forth in the fee
    table are accurate, that all distributions are reinvested at net asset value
    and that the Company is engaged in leverage of 33 1/3% of total assets,
    assuming a 3% annual interest rate cost of leverage. THE EXAMPLE SHOULD NOT
    BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES. ACTUAL EXPENSES MAY BE
    GREATER OR LESS THAN THOSE ASSUMED. MOREOVER, THE COMPANY'S ACTUAL RATE OF
    RETURN MAY BE GREATER OR LESS THAN THE HYPOTHETICAL 5% RETURN SHOWN IN THE
    EXAMPLE.

                                USE OF PROCEEDS

     The net proceeds of this offering will be approximately $     (or
approximately $     assuming the Underwriters exercise the over-allotment option
in full) after payment of offering costs estimated to be approximately $     and
the deduction of the underwriting discounts and commissions. The Company will
pay all of its organizational costs and Common Share offering costs, which are
estimated to be approximately $     per Common Share. The Company will invest
the net proceeds of the offering in accordance with its investment objective and
policies described below. Approximately   % of net proceeds of the offering
(excluding the over-allotment option) is expected to be used to complete the
purchase of certain identified Direct Placements immediately after the closing
of the offering. See "Direct Placement Contracts" for a list of direct placement
contracts the Company is a party to as of the date of this prospectus. The
Company estimates that the remaining net proceeds of this offering will be fully
invested in accordance with the Company's investment objective and policies
within three months of the closing. Pending such investment, those proceeds may
be invested in U.S. Government securities or high quality, short-term money
market instruments. See "Prospectus Summary -- Risks -- Delay in Use of
Proceeds" "The Company -- Investment Objective" and "-- Investment Policies."

                                        12
<PAGE>

                                  THE COMPANY

     The Company is a newly organized, nondiversified, closed-end management
investment company registered under the 1940 Act. The Company was organized as a
Maryland corporation on October 30, 2003. As a newly organized entity, the
Company has no operating history. The Company's principal office is located at
10801 Mastin Boulevard, Suite 222, Overland Park, Kansas.

INVESTMENT OBJECTIVE

     The Company's investment objective is to seek a high level of total return
with an emphasis on current distributions paid to shareholders. For purposes of
the Company's investment objective, total return includes capital appreciation
of, and all distributions received from, securities in which the Company will
invest regardless of the tax character of the distributions. The Company seeks
to provide its shareholders with an efficient vehicle to invest in a portfolio
of MLPs. Similar to the tax characterization of cash distributions made by MLPs
to its unitholders, the Company believes that its shareholders will have
relatively high levels of the deferred taxable income associated with cash
distributions made by the Company to shareholders.

ENERGY INFRASTRUCTURE INDUSTRY

     The Company will concentrate its investments in the energy infrastructure
sector. The Company will pursue its objective by investing principally in a
portfolio of equity securities issued by MLPs. MLP common units historically
have generated higher average total returns than domestic common stock (as
measured by the S&P 500)and fixed income securities. A more detailed description
of investment policies and restrictions and more detailed information about
portfolio investments are contained in the statement of additional information.

     Energy Infrastructure Companies.  For purposes of the Company's policy of
investing 90% of total assets in securities of energy infrastructure companies,
an energy infrastructure company is one that derives at least 50% of its
revenues from "Qualifying Income" under Section 7704 of the Internal Revenue
Code or one that derives at least 50% of its revenues from the provision of
services directly related to the generation of Qualifying Income. Qualifying
Income is defined as any income and/or gains from the exploration, development,
mining or production, processing, refining, transportation (including pipelines
transporting natural gas, oil or products thereof), or the marketing or delivery
of any mineral or natural resource (including fertilizer, geothermal energy, and
timber).

     Energy infrastructure companies (other than most pipeline MLPs) do not
operate as "public utilities" or "local distribution companies," and are
therefore not subject to rate regulation by state or federal utility
commissions. However, energy infrastructure companies may be subject to greater
competitive factors than utility companies, including competitive pricing in the
absence of regulated tariff rates, which could cause a reduction in revenue and
which could adversely affect profitability. Most pipeline MLPs are subjected to
government regulation concerning the construction, pricing and operation of
pipelines. Pipeline MLPs are able to set prices (rates or tariffs) to cover
operating costs, depreciation and taxes, and provide a return on investment.
These rates are monitored by the Federal Energy Regulatory Commission (FERC)
which seeks to ensure that consumers receive adequate and reliable supplies of
energy at the lowest possible price while providing energy suppliers and
transporters a just and reasonable return on capital investment and the
opportunity to adjust to changing market conditions.

     Master Limited Partnerships.  Under normal circumstances, the Company will
invest at least 70% of its total assets in equity securities of MLPs that derive
at least 90% of their income from energy infrastructure operations and are
organized as partnerships, thereby eliminating income tax at the entity level.
The MLP has two classes of partners, the general partner, and the limited
partners. The general partner is usually a major energy company, investment fund
or the direct management of the MLP. The general partner normally controls the
MLP through a 2% equity interest plus units that are subordinated to the common
(publicly traded) units for at least the first five-years of the partnership's
existence and then only converting to common if certain financial test are met.

                                        13
<PAGE>

     As a motivation for the general partner to successfully manage the MLP and
increase cash flows, the terms of most MLPs typically provide that the general
partner receives a larger portion of the net income as distributions reach
higher target levels. As cash flow grows, the general partner receives a greater
interest in the incremental income compared to the interest of limited partners.
The general partner's incentive compensation typically increases up to 50% of
incremental income. Nevertheless, the aggregate amount distributed to limited
partners will increase as MLP distributions reach higher target levels. Given
this incentive structure, the general partner has an incentive to streamline
operations and undertake acquisitions and growth projects in order to increase
distributions to all partners.

     Energy infrastructure MLPs in which the Company will invest can generally
be classified in the following categories:

          Pipeline MLPs are common carrier transporters of natural gas, natural
     gas liquids (primarily propane, ethane, butane and natural gasoline), crude
     oil or refined petroleum products (gasoline, diesel fuel and jet fuel).
     Pipeline MLPs also may operate ancillary businesses such as storage and
     marketing of such products. Revenue is derived from capacity and
     transportation fees. Historically, pipeline output has been less exposed to
     cyclical economic forces due to its low cost structure and
     government-regulated nature. In addition, pipeline MLPs do not have direct
     commodity price exposure because they do not own the product being shipped.

          Processing MLPs are gatherers and processors of natural gas as well as
     providers of transportation, fractionation and storage of natural gas
     liquids ("NGLs"). Revenue is derived from providing services to natural gas
     producers, which require treatment or processing before their natural gas
     commodity can be marketed to utilities and other end user markets. Revenue
     for the processor is fee based, although it is not uncommon to have some
     participation in the prices of the natural gas and NGL commodities for a
     portion of revenue.

          Propane MLPs are distributors of propane to homeowners for space and
     water heating. Revenue is derived from the resale of the commodity on a
     margin over wholesale cost. The ability to maintain margin is a key to
     profitability. Propane serves approximately 3% of the household energy
     needs in the United States, largely for homes beyond the geographic reach
     of natural gas distribution pipelines. Approximately 70% of annual cash
     flow is earned during the winter heating season (October through March).
     Accordingly, volumes are weather dependent, but have utility type functions
     similar to electricity and natural gas.

          Coal MLPs own, lease and manage coal reserves.  Revenue is derived
     from production and sale of coal, or from royalty payments related to
     leases to coal producers. Electricity generation is the primary use of coal
     in the United States. Demand for electricity and supply of alternative
     fuels to generators are the primary drivers of coal demand. Coal MLPs are
     subject to operating and production risks, such as: the MLP or a lessee
     meeting necessary production volumes; federal, state and local laws and
     regulations which may limit the ability to produce coal; the MLP's ability
     to manage production costs and pay mining reclamation costs; and the effect
     on demand that the Clean Air Act standards have on coal-end users.

     Although the Company also may invest in equity and debt securities of
energy infrastructure companies that are organized and/or taxed as corporations,
it is likely that any such investments will be in debt securities because the
equity dividends from such corporations typically do not meet the Company's
investment objective. The Company also may invest in securities of general
partners or other affiliates of MLPs and private companies operating energy
infrastructure assets.

INVESTMENT PROCESS

     Under normal circumstances, the Company intends to invest at least 90% of
its total assets (including assets obtained through leverage) in securities of
energy infrastructure companies. The Adviser intends to seek securities that
offer a combination of quality, growth and yield intended to result in superior
total returns over the long run. The Adviser's securities selection process
include a comparison of quantitative, qualitative, and

                                        14
<PAGE>

relative value factors. Although the Adviser intends to use research provided by
broker-dealers and investment firms, primary emphasis will be placed on
proprietary analysis and valuation models conducted and maintained by the
Adviser's in-house investment analysts. To determine whether a company meets its
criteria, the Adviser generally will look for a strong record of distribution
growth, a solid ratio of debt to equity and coverage ratio with respect to
distributions to unit holders, and a proven track record, incentive structure
and management team. It is anticipated that all of the public energy
infrastructure companies in which the Company will invest will have a market
capitalization greater than $100 million.

INVESTMENT POLICIES

     The Company will seek to achieve its investment objective by investing
primarily in securities of MLPs that the Adviser believes offer attractive
distribution rates and capital appreciation potential. The Company also may
invest in other securities set forth below if the Adviser expects to achieve the
Company's objective with such investments.

     The Company's policy of investing at least 90% of its total assets
(including assets obtained through leverage) in securities of energy
infrastructure companies is nonfundamental and may be changed by the Board of
Directors without shareholder approval, provided that shareholders receive at
least 60 days' prior written notice of any change.

     The Company has adopted the following additional nonfundamental policies:

     - Under normal circumstances, the Company intends to invest at least 70%
       and up to 100% of total assets in equity securities issued by MLPs.
       Equity units currently consist of common units, convertible subordinated
       units, and pay-in-kind units.

     - The Company may invest up to 30% of total assets in direct placements
       (restricted securities). The types of restricted securities that the
       Company may purchase include MLP convertible subordinated units,
       unregistered MLP common units and securities of private companies (i.e.,
       non-MLPs). Investments in private companies that do not have any publicly
       traded shares or units are limited to 5% of total assets.

     - The Company may invest up to 25% of total assets in debt securities of
       energy infrastructure companies, including certain securities rated below
       investment grade ("junk bonds"). Below investment grade debt securities
       will be rated at least B3 by Moody's and at least B- by S&P at the time
       of purchase, or comparably rated by another statistical rating
       organization or if unrated, determined to be of comparable quality by the
       Adviser.

     - The Company will not invest more than 10% of total assets in any single
       issuer.

     - The Company will not engage in short sales.

     Unless otherwise stated, all investment restrictions apply at the time of
purchase and the Company will not be required to reduce a position due solely to
market value fluctuations.

                                        15
<PAGE>

INVESTMENT SECURITIES

     The types of securities in which the Company may invest include, but are
not limited to, the following:

     Equity Securities of MLPs.  Consistent with its investment objective, the
Company may invest up to 100% of its total assets in equity securities issued by
energy infrastructure MLPs, including common units, convertible subordinated
units and I-Shares. The table below summarizes the features of these securities,
and a further discussion of these securities follows:

<Table>
<Caption>
                                                    CONVERTIBLE
                           COMMON UNITS         SUBORDINATED UNITS           I-SHARES
                           ------------         ------------------           --------
<S>                    <C>                     <C>                     <C>
VOTING RIGHTS........  Limited to certain      Same as common units    No direct MLP voting
                       significant                                     rights
                       decisions; no annual
                       election of directors
DIVIDEND PRIORITY....  First right to          Second right to MQD;    Equal in amount and
                       minimum quarterly       no arrearage rights     priority to common
                       distribution ("MQD")                            units but paid in
                       specified in                                    additional
                       Partnership                                     I-Shares at current
                       Agreement; arrearage                            market value of
                       rights                                          I-Shares
DIVIDEND RATE........  Minimum set in          Equal in amount to      Equal in amount to
                       Partnership             common units;           common units
                       Agreement;              participate pro rata
                       participate pro rata    with common units
                       with subordinated       above the MQD
                       after both MQDs are
                       met
TRADING..............  Listed on NYSE, AMEX    Not publicly traded     Listed on NYSE
                       and NASDAQ National
                       Market
TAX TREATMENT........  Ordinary income to      Same as common units    Full distribution
                       the extent of taxable                           treated as return of
                       income allocated to                             capital; since
                       holder; tax-free                                distribution is in
                       return of capital                               shares, total basis
                       thereafter to extent                            is not reduced
                       of holder's basis;
                       remainder as capital
                       gain
TYPE OF INVESTOR.....  Retail; creates UBTI    Same as common units    Institutional; does
                       for tax-exempt                                  not create UBTI;
                       investor; not                                   qualifying income for
                       qualifying income for                           regulated investment
                       regulated investment                            companies
                       companies
LIQUIDITY PRIORITY...  Intended to receive     Second right to         Same as common units
                       return of all capital   return of capital;      (indirect right
                       first                   pro rata with common    through I-share
                                               units thereafter        issuer)
CONVERSION RIGHTS....  Not applicable          One-to-one ratio into   None
                                               common units
</Table>

     MLP Common Units.  MLP common units represent an equity ownership interest
in a partnership, providing limited voting rights and entitling the holder to a
share of the company's success through distributions and/or capital
appreciation. Unlike shareholders of a corporation, common unit holders do not
elect directors annually and generally have the right to vote only on certain
significant events, such as mergers, a sale of substantially all of the assets,
removal of the general partner or material amendments to the partnership
agreement. MLPs are required by their partnership agreements to distribute a
large percentage of their current operating earnings. Common unit holders
generally have first right to a MQD prior to distributions to the convertible
subordinated unit holders or the general partner (including incentive
distributions). Common unit holders typically have arrearage rights if the MQD
is not met. In the event of liquidation, MLP common unit holders have first
rights to the partnership's remaining assets after bondhold-

                                        16
<PAGE>

ers, other debt holders, and preferred unit holders have been paid in full. MLP
common units trade on a national securities exchange or over-the-counter.

     MLP Convertible Subordinated Units.  MLP convertible subordinated units are
typically issued by MLPs to founders, corporate general partners of MLPs,
entities that sell assets to the MLP, and institutional investors. The purpose
of the convertible subordinated units is to increase the likelihood that during
the subordination period there will be available cash to be distributed to
common unit holders. The Company expects to purchase subordinated units in
direct placements from such persons. Convertible subordinated units generally
are not entitled to distributions until holders of common units have received
specified MQD, plus any arrearages, and may receive less in distributions upon
liquidation. Convertible subordinated unit holders generally are entitled to MQD
prior to the payment of incentive distributions to the general partner, but are
not entitled to arrearage rights. Therefore, they generally entail greater risk
than MLP common units. They are generally convertible automatically into the
senior common units of the same issuer at a one-to-one ratio upon the passage of
time or the satisfaction of certain financial tests. These units do not trade on
a national exchange or over-the-counter, and there is no active market for
convertible subordinated units. The value of a convertible security is a
function of its worth if converted into the underlying common units. Convertible
subordinated units generally have similar voting rights to MLP common units.

     MLP I-Shares.  I-Shares represent an indirect investment in MLP I-units.
I-units are equity securities issued to affiliates of MLPs, typically a limited
liability company, that owns an interest in and manages the MLP. The issuer has
management rights but is not entitled to incentive distributions. The I-Share
issuer's assets consist exclusively of MLP I-units. Distributions by MLPs to
I-unit holders are made in the form of additional I-units, generally equal in
amount to the cash received by common unit holders of MLPs. Distributions to
I-Share holders are made in the form of additional I-Shares, generally equal in
amount to the I-units received by the I-Share issuer. The issuer of the I-Share
is taxed as a corporation, however, the MLP does not allocate income or loss to
the I-Share issuer. Accordingly, investors receive a Form 1099, are not
allocated their proportionate share of income of the MLPs and are not subject to
state filing obligations.

     Debt Securities.  The Company may invest up to 25% of its assets in debt
securities of energy infrastructure companies, including securities rated below
investment grade. The Company's debt securities may have fixed or variable
principal payments and all types of interest rate and dividend payment and reset
terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred,
payment in kind and auction rate features. To the extent that the Company
invests in below investment grade debt securities, such securities will be
rated, at the time of investment, at least B- by S&P's or B3 by Moody's or a
comparable rating by at least one other rating agency or, if unrated, determined
by the Adviser to be of comparable quality. If a security satisfies the
Company's minimum rating criteria at the time of purchase and is subsequently
downgraded below such rating, the Company will not be required to dispose of
such security. If a downgrade occurs, the Adviser will consider what action,
including the sale of such security, is in the best interest of the Company and
its shareholders.

     Because the risk of default is higher for below investment grade securities
than investment grade securities, the Adviser's research and credit analysis is
an especially important part of managing securities of this type. The Adviser
will attempt to identify those issuers of below investment grade securities
whose financial condition the Adviser believes are adequate to meet future
obligations or have improved or is expected to improve in the future. The
Adviser's analysis focuses on relative values based on such factors as interest
or dividend coverage, asset coverage, earnings prospects and the experience and
managerial strength of the issuer.

     Direct Placements (Restricted Securities).  The Company may invest up to
30% of total assets in direct placements. An issuer may be willing to offer the
purchaser more attractive features with respect to securities issued in direct
placements because it has avoided the expense and delay involved in a public
offering of securities. Adverse conditions in the public securities markets may
also preclude a public offering of securities. MLP convertible subordinated
units are typically purchased from affiliates of the issuer or other existing
holders of convertible units rather than directly from the issuer.

                                        17
<PAGE>

     Securities obtained by means of direct placements are less liquid than
securities traded in the open market because of statutory and contractual
restrictions on resale. Such securities are, therefore, unlike securities that
are traded in the open market, which can be expected to be sold immediately if
the market is adequate. This lack of liquidity creates special risks for the
Company. However, the Company could sell such securities in privately negotiated
transactions with a limited number of purchasers or in public offerings under
the Securities Act of 1933. MLP convertible subordinated units also convert to
publicly traded common units upon the passage of time and/or satisfaction of
certain financial tests. See "Direct Placement Contracts" for a list of direct
placement contracts the Company is a party to as of the date of this prospectus.

     Defensive and Temporary Investments.  Under adverse market or economic
conditions or pending investment of offering or leverage proceeds, the Company
may invest up to 100% of its total assets in securities issued or guaranteed by
the U.S. Government or its instrumentalities or agencies, short-term debt
securities, certificates of deposit, bankers' acceptances and other bank
obligations, commercial paper rated in the highest category by a rating agency
or other fixed income securities deemed by the Adviser to be consistent with a
defensive posture, or may hold cash. The Adviser also may invest in such
instruments to meet working capital needs including, but not limited to, for
collateral in connection with certain investment techniques, to hold a reserve
pending payment of dividends, and to facilitate the payments of expenses and
settlement of trades. The yield on such securities may be lower than the returns
on MLPs or yields on lower rated fixed income securities. To the extent the
Company uses this strategy, it may not achieve its investment objective.

CONFLICTS OF INTEREST

     Conflicts of interest may arise from the fact that the Adviser and its
affiliates generally will be carrying on substantial investment activities for
other clients, in which the Company will have no interest. The Adviser or its
affiliates may have financial incentives to favor certain of such accounts over
the Company. Any of their proprietary accounts and other customer accounts may
compete with the Company for specific trades. The Adviser or its affiliates may
give advice and recommend securities to, or buy or sell securities for the
Company which advice or securities may differ from advice given to, or
securities recommended or bought or sold for, other accounts and customers, even
though their investment objectives may be the same as, or similar to, those of
the Company.

     The Adviser will evaluate a variety of factors in determining whether a
particular investment opportunity or strategy is appropriate and feasible for
the relevant account at a particular time, including, but not limited to, the
following: (i) the nature of the investment opportunity taken in the context of
the other investments at the time; (ii) the liquidity of the investment relative
to the needs of the particular entity or account; (iii) the availability of the
opportunity (i.e., size of obtainable position); (iv) the transaction costs
involved; and (v) the investment or regulatory limitations applicable to the
particular entity or account. Because these considerations may differ when
applied to the Company and relevant accounts under management in the context of
any particular investment opportunity, the investment activities of the Company,
on the one hand, and other managed accounts, on the other hand, may differ
considerably from time to time. In addition, the fees and expenses of the
Company will differ from those of the other managed accounts. Accordingly,
shareholders should be aware that the future performance of the Company and
other accounts of the Adviser may vary.

     Situations may occur when the Company could be disadvantaged because of the
investment activities conducted by the Adviser and its affiliates for its other
accounts. Such situations may be based on, among other things, the following:
(i) legal or internal restrictions on the combined size of positions that may be
taken for the Company or the other accounts, thereby limiting the size of the
Company's position; or (ii) the difficulty of liquidating an investment for the
Company or the other accounts where the market cannot absorb the sale of the
combined position. The Company's investment opportunities may be limited by
affiliations of the Adviser or its affiliates with energy infrastructure
companies. In particular, a private equity fund managed by KCEP holds a
significant subordinated equity position in one MLP and as a result of such
ownership, holds

                                        18
<PAGE>

a board position that is currently filled by Mr. Schulte, that may limit or
preclude the Company's investment in securities of that MLP.

     The Adviser and its principals, officers, employees, and affiliates may buy
and sell securities or other investments for their own accounts and may have
actual or potential conflicts of interest with respect to investments made on
behalf of the Company. As a result of differing trading and investment
strategies or constraints, positions may be taken by principals, officers,
employees, and affiliates of the Adviser that are the same as, different from,
or made at a different time than positions taken for the Company.

PORTFOLIO TURNOVER

     The Company's annual portfolio turnover rate may vary greatly from year to
year. Although the Company cannot accurately predict its annual portfolio
turnover rate, it is not expected to exceed 30% under normal circumstances.
However, portfolio turnover rate is not considered a limiting factor in the
execution of investment decisions for the Company. A higher turnover rate
results in correspondingly greater brokerage commissions and other transactional
expenses that are borne by the Company. High portfolio turnover may result in
the Company's recognition of gains that will increase the Company's tax
liability and thereby lower the after-tax dividends of the Company. In addition,
high portfolio turnover may increase the Company's current and accumulated
earnings profits, resulting in a greater portion of the Company's distributions
being treated as taxable dividends for federal income tax purposes. See "Tax
Matters."

                                    LEVERAGE

     The Company may borrow money, issue preferred shares, or issue other debt
securities to the extent permitted by the 1940 Act. These practices are known as
leverage. The Company generally will not use leverage unless it believes that
leverage will serve the best interests of shareholders. The principal, although
not exclusive, factor used in making this determination will be whether the
potential return is likely to exceed the cost of leverage. The Company also may
borrow up to an additional 5% of its total assets (not including the amount so
borrowed) for temporary purposes, including the settlement and clearance of
securities transactions, which otherwise might require untimely dispositions of
portfolio holdings.

     Under the 1940 Act, the Company is not permitted to incur indebtedness
constituting senior securities unless immediately thereafter the Company has
total assets (including the proceeds of the indebtedness) at least equal to 300%
of the amount of the indebtedness. Stated another way, the Company may not
borrow for investment purposes more than 33 1/3% of its total assets, including
the amount borrowed. The Company also must maintain this 300% "asset coverage"
for as long as the indebtedness is outstanding. The 1940 Act provides that the
Company may not declare any cash dividend or other distribution on its shares,
or purchase any of its shares of capital stock (through tender offers or
otherwise), unless it would satisfy this 300% asset coverage after deducting the
amount of the dividend, other distribution or share purchase price, as the case
may be. If the asset coverage for indebtedness declines to less than 300% as a
result of market fluctuations or otherwise, the Company may be required to sell
a portion of its investments when it may be disadvantageous to do so.

     The establishment of a borrowing facility by the Company would involve
expenses and other costs, including interest payments, which would be borne by
the Company's common shareholders. In addition, the terms of any borrowing or
other indebtedness issued by the Company may impose asset coverage requirements,
dividend limitations and voting right requirements on the Company that are more
stringent than those imposed under the 1940 Act. Such terms may also impose
special restrictions on the Company's portfolio composition or on its use of
various investment techniques or strategies or its ability to pay dividends on
Common Shares in some instances. The Company also may be required to pledge its
assets to lenders in connection with certain types of borrowings. Due to these
restrictions, the Company may be forced to liquidate investments at times or
prices that are not favorable to the Company, or the Company may be forced to
forgo investments that the Adviser otherwise views as favorable.

                                        19
<PAGE>

     Under the 1940 Act, the Company is not permitted to issue preferred shares
unless immediately after such issuance the net asset value of the Company's
portfolio is at least 200% of the liquidation value of the outstanding preferred
shares. Stated another way, the Company may not issue preferred shares that have
an aggregate liquidation value of more than 50% of its total assets, including
the amount leveraged. In addition, the Company is not permitted to declare any
cash dividend or other distribution on its Common Shares unless, at the time of
such declaration, the net asset value of the Company's portfolio (determined
after deducting the amount of such dividend or distribution) is at least 200% of
such liquidation value. In the event preferred shares are issued, the Company
may, as a result of market conditions or otherwise, be required to purchase or
redeem preferred shares, or sell a portion of its investments when it may be
disadvantageous to do so, in order maintain asset coverage of any preferred
shares of at least 200%. Common shareholders would bear the costs of a preferred
share offering which would include offering expenses and the ongoing payment of
dividends.

     The Company may, but is not required to, hedge general interest rate
exposure arising from its leverage transactions. Under current market
conditions, hedging would be accomplished principally by entering into interest
rate transactions. Interest rate transactions are hedging transactions such as
interest rate swaps and the purchase of interest rate caps and floors. Interest
rate swaps involve the exchange by the Company with another party of their
respective commitments to pay or receive interest (e.g., an exchange of floating
rate payments for fixed payments). The purchase of an interest rate cap entitles
the purchaser, to the extent that a specified index exceeds a predetermined
interest rate, to receive payments of interest on a notional principal amount
from the party selling such interest rate cap. The purchase of an interest rate
floor entitles the purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on a notional
principal amount from the party selling such interest rate floor. The Company
intends to use interest rate transactions solely for the purpose of hedging its
leveraged capital structure. The use of interest rate transactions is a highly
specialized activity that involves investment techniques and risks different
from those associated with ordinary portfolio security transactions. See
"Risks -- Hedging Strategy Risk."

EFFECTS OF LEVERAGE

     Assuming borrowings in the amount of 33 1/3% of the Company's total assets
(including the amount borrowed), and an average annual interest rate of 3%
payable on such borrowing, the annual return that the Company's portfolio must
experience (net of expenses) in order to cover those interest payments would be
1%.

     The following table is designed to illustrate the effect of the foregoing
level of leverage on the return to a shareholder, assuming hypothetical annual
returns (net of expenses) of the Company's portfolio of -10% to 10%. As the
table shows, the leverage generally increases the return to shareholders when
portfolio return is positive and greater than the cost of leverage and decreases
the return when the portfolio return is negative or less than the cost of
leverage. The figures appearing in the table are hypothetical, and actual
returns may be greater or less than those appearing in the table.

<Table>
<S>                                              <C>      <C>     <C>     <C>    <C>
Assumed Portfolio Return (net of expenses).....     (10)%    (5)%     0%     5%     10%
Corresponding Common Share Return..............  (16.50)% (9.00)% (1.50)% 6.00%  13.50%
</Table>

     During the time in which the Company is utilizing leverage, the amount of
the fees paid to the Adviser for investment advisory and management services
will be higher than if the Company did not utilize leverage because the fees
paid will be calculated based on the Company's Managed Assets, which include
assets purchased with leverage. Therefore, the Adviser will have a financial
incentive to leverage the Company, which may create a conflict of interest
between the Adviser and the common shareholders. Because payments on any
borrowings would be paid by the Company at a specified rate, only the Company's
common shareholders would bear the Company's fees and expenses.

     Until the Company incurs indebtedness, the Company's Common Shares will not
be leveraged, and the risks and special considerations related to leverage
described in this prospectus will not apply. Any benefits of leverage cannot be
fully achieved until the proceeds resulting from the use of leverage have been
invested in accordance with the Company's investment objective and policies. For
further information about leveraging, see "Risks -- Leverage Risk."

                                        20
<PAGE>

                                     RISKS

     General.  The Company is a nondiversified, closed-end management investment
company designed primarily as a long-term investment vehicle and not as a
trading tool. An investment in the Company's Common Shares should not constitute
a complete investment program for any investor and involves a high degree of
risk. Due to the uncertainty in all investments, there can be no assurance that
the Company will achieve its investment objective.

     No Operating History.  The Company is a newly organized closed-end
management investment company and has no operating history or history of public
trading of its Common Shares.

     Management Risk.  The Adviser was formed in October 2002 and has limited
independent resources. The Adviser has relied to a significant degree on the
officers, employees, and resources of Fountain Capital, KCEP and their
affiliates. Four (of the five) members of the investment committee are
affiliates of, but not employees of, the Adviser, and each have other
significant responsibilities with such affiliated entities. Fountain Capital,
KCEP and their affiliates conduct businesses and activities of their own in
which the Adviser has no economic interest. If these separate activities are
significantly greater than the Adviser's activities, there could be material
competition for the efforts of key personnel. The Adviser has no previous
experience managing a registered investment company.

     Energy Infrastructure Sector.  The Company intends to concentrate its
investments in the energy infrastructure sector, with an emphasis on securities
issued by MLPs. Certain risks inherent in the energy infrastructure business of
these types of MLPs include the following:

     - Processing and coal MLPs may be directly affected by energy commodity
       prices. The volatility of commodity prices can indirectly affect certain
       other MLPs due to the impact of prices on volume. Pipeline MLPs are not
       subject to direct commodity price exposure because they do not own the
       underlying energy commodity. While propane MLPs do own the underlying
       energy commodity, the Adviser seeks high quality MLPs that are able to
       mitigate or manage direct margin exposure to commodity price levels. The
       MLP sector can be hurt by market perception that MLPs performance and
       distributions are directly tied to commodity prices.

     - The profitability of MLPs, particularly processing and pipeline MLPs, may
       be materially impacted by the volume of natural gas or other energy
       commodities available for transporting, processing, storing or
       distributing. A significant decrease in the production of natural gas,
       oil, coal or other energy commodities, due to the decline of production
       from existing facilities, import supply disruption, depressed commodity
       prices or otherwise, would reduce revenue and operating income of MLPs
       and, therefore, the ability of MLPs to make distributions to partners.

     - A sustained decline in demand for crude oil, natural gas and refined
       petroleum products could adversely affect MLP revenues and cash flows.
       Factors that could lead to a decrease in market demand include a
       recession or other adverse economic conditions, an increase in the market
       price of the underlying commodity, higher taxes or other regulatory
       actions that increase costs, or a shift in consumer demand for such
       products.

     - A portion of any one MLP's assets may be dedicated to natural gas
       reserves and other commodities that naturally deplete over time. Often
       the MLPs are dependent upon exploration and development activities by
       third parties. MLPs employ a variety of means of increasing cash flow,
       including increasing utilization of existing facilities, expanding
       operations through new construction, expanding operations through
       acquisitions, or securing additional long-term contracts. Thus, some MLPs
       may be subject to construction risk, acquisition risk or other risk
       factors arising from their specific business strategies. A significant
       slowdown in large energy companies' disposition of energy infrastructure
       assets and other merger and acquisition activity in the energy MLP
       industry could reduce the growth rate of cash flows received by the
       Company from MLPs that grow through acquisitions.

     - The profitability of MLPs could be adversely affected by changes in the
       regulatory environment. Most MLPs' assets are heavily regulated by
       federal and state governments in diverse matters such as the way

                                        21
<PAGE>

       in which their assets are constructed and the prices they may charge for
       their services. Such regulation can change over time in scope and
       intensity. For example, a particular byproduct of an MLP process may be
       declared hazardous by a regulatory agency and unexpectedly increase
       production costs. Moreover, many state and federal environmental laws
       provide for civil as well as regulatory remediation, thus adding to the
       potential exposure an MLP may face.

     - A rising interest rate environment could adversely impact the performance
       of MLPs. Rising interest rates could limit the capital appreciation of
       equity units of MLPs as a result of the increased availability of
       alternative investments at competitive yields with MLPs. Rising interest
       rates may also increase an MLP's cost of capital. A higher cost of
       capital could limit growth from acquisition/expansion projects and limit
       MLP distribution growth rates.

     - Since the September 11th attacks, the U.S. government has issued public
       warnings indicating that energy assets, specifically those related to
       pipeline infrastructure, production facilities and transmission and
       distribution facilities, might be specific targets of terrorist activity.
       The continued threat of terrorism and related military activity will
       likely increase volatility for prices in natural gas and oil and could
       affect the market for products of MLPs.

     - Holders of MLP units are subject to certain risks inherent in the
       partnership structure of MLPs including (i) tax risks (described below),
       (ii) limited ability to elect or remove management, (iii) limited voting
       rights, except with respect to extraordinary transactions, and (iv)
       conflicts of interest of the general partner including those arising from
       incentive distribution payments.

     Industry Specific Risk.  Energy infrastructure companies are also subject
to risks that are specific to the industry they serve.

          Pipeline MLPs are subject to demand for crude oil or refined products
     in the markets served by the pipeline, sharp decreases in crude oil or
     natural gas prices that cause producers to curtail production or reduce
     capital spending for exploration activities, and environmental regulation.
     Demand for gasoline, which accounts for a substantial portion of refined
     product transportation, depends on price, prevailing economic conditions in
     the markets served, and demographic and seasonal factors. Pipeline MLP unit
     prices are primarily driven by distribution growth rates and prospects for
     distribution growth.

          Processing MLPs are subject to declines in production of natural gas
     fields, which utilize the processing facilities as a way to market the gas,
     prolonged depression in the price of natural gas or crude oil refining,
     which curtails production due to lack of drilling activity and declines in
     the prices of NGL products and natural gas prices, resulting in lower
     processing margins.

          Propane MLPs are subject to earnings variability based upon weather
     patterns in the locations where the company operates and the wholesale cost
     of propane sold to end customers. Propane MLP unit prices are based on
     safety in distribution coverage ratios, interest rate environment and, to a
     lesser extent, distribution growth.

          Coal MLPs are subject to demand variability based on favorable weather
     conditions, strong or weak domestic economy, the level of coal stockpiles
     in the customer base, and the general level of prices of competing sources
     of fuel for electric generation. They are also subject to supply
     variability based on the geological conditions that reduce productivity of
     mining operations, regulatory permits for mining activities and the
     availability of coal that meets Clean Air Act standards.

     Cash Flow Risk.  The Company will derive substantially all of its cash flow
from investments in equity securities of MLPs. The amount of cash that the
Company has available to distribute to shareholders depends entirely on the
ability of MLPs held by the Company to make distributions to its partners and
the tax character of those distributions. The Company has no control over the
actions of underlying MLPs. The amount of cash that each individual MLP can
distribute to its partners will depend on the amount of cash it generates from
operations, which will vary from quarter to quarter depending on factors
affecting the energy infrastructure market generally and on factors affecting
the particular business lines of the MLP. Available cash will also depend on the
MLPs level of operating costs (including incentive distributions to the general

                                        22
<PAGE>

partner), level of capital expenditures, debt service requirements, acquisition
costs (if any), fluctuations in working capital needs and other factors.

     Equity Securities Risk.  MLP common units and other equity securities can
be affected by macro economic and other factors affecting the stock market in
general, expectations of interest rates, investor sentiment towards MLPs or the
energy sector, changes in a particular issuer's financial condition, or
unfavorable or unanticipated poor performance of a particular issuer (in the
case of MLPs, generally measured in terms of distributable cash flow). Prices of
common units of individual MLPs and other equity securities can also be affected
by fundamentals unique to the partnership or company, including earnings power
and coverage ratios.

     Investing in securities of smaller companies may involve greater risk than
is associated with investing in more established companies. Smaller
capitalization companies may have limited product lines, markets or financial
resources; may lack management depth or experience; and may be more vulnerable
to adverse general market or economic developments than larger more established
companies.

     Because convertible subordinated units generally convert to common units on
a one-to-one ratio, the price that the Company can be expected to pay upon
purchase or to realize upon resale is generally tied to the common unit price
less a discount. The size of the discount varies depending on a variety of
factors including the likelihood of conversion, and the length of time remaining
to conversion, and the size of the block purchased.

     The price of I-Shares and their volatility tend to be correlated to the
price of common units, although the price correlation is not precise.

     Tax Risk.  The ability of the Company to meet its investment objective
depends on the level of taxable income and distributions of the MLPs in which it
invests. The Company has no control over the taxable income of underlying MLPs.

     A significant slowdown in large energy companies' disposition of energy
infrastructure assets and other merger and acquisition activity in the energy
MLP industry could limit the appreciation potential of the Company. In addition,
such a slowdown by the MLPs in the Company's Portfolio could accelerate the
Company's obligations to pay income taxes due in part to less accelerated
depreciation generated by new acquisitions. In such a case, the portion of the
Company's distributions that is treated as a return on capital will be reduced
and the portion treated as dividend income to the Company's shareholders would
increase, resulting in lower after-tax yields for the Company's investors.

     Tax Law Change Risk.  Future changes in tax laws or regulations, or related
interpretations of such laws and regulations, could adversely affect the Company
or MLPs, which could negatively impact the Company's shareholders and dividends
they receive from the Company. These changes could include changes in the
federal income tax rate applicable to qualifying dividends. Historically,
dividend income was taxed as ordinary income. In 2003, legislation reduced the
maximum federal income tax rate on qualifying dividends to fifteen percent. The
reduced rate on qualifying dividends is scheduled to expire for tax years after
2008. In addition, legislative changes have been considered that would make it
easier for MLP interests to be owned by regulated investment companies. If such
legislation is enacted, the NAV of the Company may be enhanced due to additional
demand for MLP units; however, the relative value of the Common Shares may be
adversely affected, since a regulated investment company generally is taxed as a
flow-through entity.

     Deferred Tax Risk.  Historically, a substantial portion of the MLPs' income
has been offset by tax deductions. As a result, MLPs generally have made cash
flow payments that have significantly exceeded taxable income. This aspect of
MLPs, and the Company's anticipated leverage, will likely reduce the Company's
current income taxes and, concomitantly, increase the Company's cash
distributions to its shareholders. The Company will accrue deferred income taxes
for the anticipated potential future income tax liability attributable to the
MLP cash flow distributions in excess of the related MLP taxable income reported
by the Company. In addition, the Company will accrue deferred income tax with
respect to any appreciation of interests in MLPs or other investments. If the
amount of MLP income tax deductions that may be claimed by the Company is
smaller than anticipated or the Company turns over its portfolio more rapidly
than
                                        23
<PAGE>

anticipated, the Company will incur greater current income taxes. This may
reduce the Company's current cash flow distributions and the amount of assets
available to the Company for investment. Moreover, if the Company's taxable
income is greater, it is possible that a larger portion of the cash
distributions that it makes to shareholders will be treated as taxable
dividends, thus reducing the after-tax yield to shareholders.

     Leverage Risk.  Borrowings or other transactions involving Company
indebtedness (other than for temporary or emergency purposes) and any preferred
shares issued by the Company all would be considered "senior securities" for
purposes of the 1940 Act and would constitute leverage. Leverage creates an
opportunity for an increased return to common shareholders, but it is a
speculative technique that may adversely affect common shareholders. If the
return on securities acquired with borrowed funds or other leverage proceeds
does not exceed the cost of the leverage, the use of leverage could cause the
Company to lose money. Successful use of leverage depends on the Adviser's
ability to predict or hedge correctly interest rates and market movements, and
there is no assurance that the use of a leveraging strategy will be successful
during any period in which it is used.

     Capital raised through leverage will be subject to interest costs or
dividend payments, which could exceed the income and appreciation on the
securities purchased with the proceeds of the leverage. The Company may also be
required to pay fees in connection with borrowings (such as loan syndication
fees or commitment and administrative fees in connection with a line of credit),
and it might be required to maintain minimum average balances with a bank
lender, either of which would increase the cost of borrowing over the stated
interest rate. The issuance of debt securities by the Company would involve
offering expenses and other costs, including interest payments, which would be
borne indirectly by the common shareholders. Fluctuations in interest rates on
borrowings and short-term debt could reduce cash available for dividends on
Common Shares. Increased operating costs, including the financing cost
associated with any leverage, may reduce the Company's total return.

     The terms of any borrowing, other indebtedness or preferred shares issued
by the Company may impose asset coverage requirements, dividend limitations and
voting right requirements on the Company that are more stringent than those
imposed under the 1940 Act. Such terms may also impose special restrictions on
the Company's portfolio composition or on its use of various investment
techniques or strategies. The Company may be further limited in any of these
respects by guidelines established by any rating agencies that issue ratings for
debt securities or preferred shares issued by the Company. These requirements
may have an adverse effect on the Company. To the extent necessary, the Company
intends to repay indebtedness to maintain the required asset coverage. Doing so
may require the Company to liquidate portfolio securities at a time when it
would not otherwise be desirable to do so. Nevertheless, it is not anticipated
that the 1940 Act requirements, the terms of any senior securities or the rating
agency guidelines will impede the Adviser in managing the Company's portfolio in
accordance with the Company's investment objective and policies.

     The premise underlying the use of leverage is that the costs of leveraging
generally will be based on short-term rates, which normally will be lower than
the return (including the potential for capital appreciation) that the Company
can earn on the longer-term portfolio investments that it makes with the
proceeds obtained through the leverage. Thus, the shareholders would benefit
from an incremental return. However, if the differential between the return on
the Company's investments and the cost of leverage were to narrow, the
incremental benefit would be reduced and could be eliminated or even become
negative. Accordingly, the costs of leveraging may exceed the return from the
portfolio securities purchased with the leveraged capital, which could reduce
the net asset value of the Common Shares. Furthermore, if long-term rates rise,
the net asset value of the Company's Common Shares will reflect the resulting
decline in the value of a larger aggregate amount of portfolio assets than the
Company would hold if it had not leveraged. Thus, leveraging exaggerates changes
in the value and in the yield on the Company's portfolio. This, in turn, may
result in greater volatility of both the net asset value and the market price of
the Common Shares.

     To the extent the income or capital appreciation derived from securities
purchased with funds received from leverage exceeds the cost of leverage, the
Company's return will be greater than if leverage had not been used. Conversely,
if the income or capital appreciation from the securities purchased with such
funds is not sufficient to cover the cost of leverage, the Company's return will
be less than if leverage had not been used,

                                        24
<PAGE>

and therefore the amount available for distribution to shareholders as dividends
and other distributions will be reduced.

     Hedging Strategy Risk.  The Company may use interest rate transactions for
hedging purposes only, in an attempt to reduce the interest rate risk arising
from the Company's leveraged capital structure. Interest rate transactions that
the Company may use for hedging purposes will expose the Company to certain
risks that differ from the risks associated with its portfolio holdings. There
are economic costs of hedging reflected in the price of interest rate swaps,
caps and similar techniques, the costs of which can be significant, particularly
when long-term interest rates are substantially above short-term rates. In
addition, the Company's success in using hedging instruments is subject to the
Adviser's ability to predict correctly changes in the relationships of such
hedging instruments to the Company's leverage risk, and there can be no
assurance that the Adviser's judgment in this respect will be accurate.
Consequently, the use of hedging transactions might result in a poorer overall
performance for the Company, whether or not adjusted for risk, than if the
Company had not engaged in such transactions.

     Depending on the state of interest rates in general, the Company's use of
interest rate transactions could enhance or decrease the net income of the
Common Shares. To the extent there is a decline in interest rates, the value of
interest rate swaps or caps could decline, and could result in a decline in the
net asset value of the Common Shares. In addition, if the counterparty to an
interest rate swap or cap defaults, the Company would not be able to use the
anticipated net receipts under the interest rate swap or cap to offset the
Company's cost of financial leverage.

     Direct Placements (Restricted Securities).  The Company may invest up to
30% of total assets in direct placements (restricted securities). Securities
obtained by means of direct placements are less liquid than securities traded in
the open market because of statutory and contractual restrictions on resale.
Such securities are, therefore, unlike securities that are traded in the open
market, which can be expected to be sold immediately if the market is adequate.
As discussed further below, this lack of liquidity creates special risks for the
Company. However, the Company could sell such securities in privately negotiated
transactions with a limited number of purchasers or in public offerings under
the Securities Act of 1933. MLP convertible subordinated units also convert to
publicly traded common units upon the passage of time and/or satisfaction of
certain financial tests.

     Restricted securities are subject to statutory and contractual restrictions
on their public resale, which may make it more difficult to value them, may
limit the Company's ability to dispose of them and may lower the amount the
Company could realize upon their sale. To enable the Company to sell its
holdings of a restricted security not registered under the 1933 Act, the Company
may have to cause those securities to be registered. The expenses of registering
restricted securities may be negotiated by the Company with the issuer at the
time the Company buys the securities. When the Company must arrange registration
because the Company wishes to sell the security, a considerable period may
elapse between the time the decision is made to sell the security and the time
the security is registered so that the Company could sell it. The Company would
bear the risks of any downward price fluctuation during that period.

     Liquidity Risk.  Although common units of MLPs trade on the NYSE, AMEX, and
the NASDAQ National Market, certain MLP securities may trade less frequently
than those of larger companies due to their smaller capitalizations. In the
event certain MLP securities experience limited trading volumes, the prices of
such MLPs may display abrupt or erratic movements at times. Additionally, it may
be more difficult for the Company to buy and sell significant amounts of such
securities without an unfavorable impact on prevailing market prices. As a
result, these securities may be difficult to dispose of at a fair price at the
times when the Company believes it is desirable to do so. These securities are
also more difficult to value, and the Adviser's judgment as to value will often
be given greater weight than market quotations, if any exist. Investment of the
Company's capital in securities that are less actively traded or over time
experience decreased trading volume may restrict the Company's ability to take
advantage of other market opportunities. See "The Company -- Investment
Policies/Restricted Securities."

     Valuation Risk.  Market prices generally will not be available for MLP
convertible subordinated units, or securities of private companies, and the
value of such investments will ordinarily be determined based on
                                        25
<PAGE>

fair valuations determined by the Adviser pursuant to procedures adopted by the
Board of Directors. Similarly, direct placements of common units will be based
on fair value determinations because of their restricted nature; however, the
Adviser expects that such values will be based on a discount from publicly
available market prices. Restrictions on resale or the absence of a liquid
secondary market may adversely affect the ability of the Company to determine
its net asset value. The sale price of securities that are not readily
marketable may be lower or higher than the Company's most recent determination
of their fair value. Additionally, the value of these securities typically
requires more reliance on the judgment of the Adviser than that required for
securities for which there is an active trading market. Due to the difficulty in
valuing these securities and the absence of an active trading market for these
investments, the Company may not be able to realize these securities' true
value, or may have to delay their sale in order to do so. In addition, the
Company will rely to some extent on information provided by MLPs to estimate
taxable income allocable to MLP units held by the Company and to estimate
associated deferred tax liability. See "Net Asset Value."

     Effects of Terrorism.  The U.S. securities markets are subject to
disruption as a result of terrorist activities, such as the terrorist attacks on
the World Trade Center on September 11, 2001; war, such as the war in Iraq and
its aftermath; and other geopolitical events. Such events have led, and in the
future may lead, to short-term market volatility and may have long-term effects
on the U.S. economy and markets.

     Interest Rate Risk.  Generally, when market interest rates rise, the values
of debt securities decline, and vice versa. The Company's investment in such
securities means that the net asset value and market price of the Common Shares
will tend to decline if market interest rates rise. During periods of declining
interest rates, the issuer of a security may exercise its option to prepay
principal earlier than scheduled, forcing the Company to reinvest in lower
yielding securities. This is known as call or prepayment risk. Lower grade
securities frequently have call features that allow the issuer to repurchase the
security prior to its stated maturity. An issuer may redeem a lower grade
obligation if the issuer can refinance the debt at a lower cost due to declining
interest rates or an improvement in the credit standing of the issuer.

     Below Investment Grade Securities Risk.  Investing in lower grade debt
instruments involves additional risks than investment grade securities. Adverse
changes in economic conditions are more likely to lead to a weakened capacity of
a below investment grade issuer to make principal payments and interest payments
than an investment grade issuer. An economic downturn could adversely affect the
ability of highly leveraged issuers to service their obligations or to repay
their obligations upon maturity. Similarly, downturns in profitability in the
energy infrastructure industry could adversely affect the ability of below
investment grade issuers in that industry to meet their obligations. The market
values of lower quality securities tend to reflect individual developments of
the issuer to a greater extent than do higher quality securities, which react
primarily to fluctuations in the general level of interest rates.

     The secondary market for below investment grade securities may not be as
liquid as the secondary market for more highly rated securities. There are fewer
dealers in the market for below investment grade securities than investment
grade obligations. The prices quoted by different dealers may vary
significantly, and the spread between the bid and asked price is generally much
larger than for higher quality instruments. Under adverse market or economic
conditions, the secondary market for below investment grade securities could
contract further, independent of any specific adverse change in the condition of
a particular issuer, and these instruments may become illiquid. As a result, the
Company could find it more difficult to sell these securities or may be able to
sell the securities only at prices lower than if such securities were widely
traded. Prices realized upon the sale of such lower-rated or unrated securities,
under these circumstances, may be less than the prices used in calculating the
Company's net asset value.

     Because investors generally perceive that there are greater risks
associated with lower quality securities of the type in which the Company may
invest a portion of its assets, the yields and prices of such securities may
tend to fluctuate more than those for higher rated securities. In the lower
quality segments of the debt securities market, changes in perceptions of
issuers' creditworthiness tend to occur more frequently and in a more pronounced
manner than do changes in higher quality segments of the debt securities market,
resulting in greater yield and price volatility.

                                        26
<PAGE>

     Factors having an adverse impact on the market value of below investment
grade securities may have an adverse effect on the Company's net asset value and
the market value of its Common Shares. In addition, the Company may incur
additional expenses to the extent it is required to seek recovery upon a default
in payment of principal or interest on its portfolio holdings. In certain
circumstances, the Company may be required to foreclose on an issuer's assets
and take possession of its property or operations. In such circumstances, the
Company would incur additional costs in disposing of such assets and potential
liabilities from operating any business acquired.

     Nondiversification.  The Company is a nondiversified, closed-end management
investment company under the 1940 Act and will not be treated as a regulated
investment company under the Internal Revenue Code. Accordingly, there are no
regulatory limits under the 1940 Act or the Internal Revenue Code on the number
or size of securities held by the Company. There currently are only fifty-five
(55) companies presently organized as MLPs and only a limited amount of those
companies operate energy infrastructure assets. The Company intends to select
MLP investments from this small pool of issuers. The Company may invest in non-
MLP securities issued by energy infrastructure companies to a lesser degree,
consistent with its investment objective and policies.

     Anti-Takeover Provisions.  The Company's Charter and Bylaws include
provisions that could delay, defer or prevent other entities or persons from
acquiring control of the Company, causing it to engage in certain transactions
or modifying its structure. These provisions may be regarded as "anti-takeover"
provisions. Such provisions could limit the ability of shareholders to sell
their shares at a premium over the then-current market prices by discouraging a
third party from seeking to obtain control of the Company. See "Certain
Provisions in the Company's Charter and Bylaws."

     Market Discount Risk.  Shares of closed-end management investment companies
frequently trade at prices lower than their net asset value. This is
characteristic of shares of closed-end management investment companies and is a
risk separate and distinct from the risk that the Company's net asset value may
decrease as a result of investment activities. Although this risk applies to all
investors, it may be greater for initial investors who seek to sell their shares
within a relatively short period after completion of the public offering.
Accordingly, the Company is designed primarily for long-term investors and
should not be considered a vehicle for trading purposes.

     Whether shareholders will realize a gain or loss upon the sale of the
Company's Common Shares depends upon whether the market value of the shares at
the time of sale is above or below the price the shareholder paid, taking into
account transaction costs for the shares, and is not directly dependent upon the
Company's net asset value. Because the market value of the Company's Common
Shares will be determined by factors such as the relative demand for and supply
of the shares in the market, general market conditions and other factors beyond
the control of the Company, the Company cannot predict whether its Common Shares
will trade at, below or above net asset value, or below or above the initial
offering price for the Common Shares.

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<PAGE>

                           MANAGEMENT OF THE COMPANY

DIRECTORS AND OFFICERS

     The business and affairs of the Company are managed under the direction of
the Board of Directors. Accordingly, the Company's Board of Directors provides
broad supervision over the affairs of the Company, including supervision of the
duties performed by the Adviser. The officers of the Company are responsible for
the Company's day-to-day operations. The names and business addresses of the
directors and officers of the Company, together with their principal occupations
and other affiliations during the past five years, are set forth in the
Statement of Additional Information. The Board of Directors of the Company
consists of a majority of directors who are not interested persons (as defined
in the 1940 Act) of the Adviser or its affiliates.

INVESTMENT ADVISER

     Pursuant to an Advisory Agreement dated December 12, 2003, the Adviser will
provide the Company with investment research and advice and furnish the Company
with an investment program consistent with the Company's investment objective
and policies, subject to the supervision of the Board. The Adviser will
determine which portfolio securities will be purchased or sold, arrange for the
placing of orders for the purchase or sale of portfolio securities, select
brokers or dealers to place those orders, maintain books and records with
respect to the Company's securities transactions and report to the Board on the
Company's investments and performance.

     The Adviser is located at 10801 Mastin Boulevard, Suite 222, Overland Park,
Kansas 66210. The Adviser specializes in managing portfolios of MLPs and other
energy infrastructure companies. As of December 31, 2003, the Adviser and its
affiliates (including the Atlantic group) had approximately $367 million in
assets under management in the energy infrastructure industry, and had
approximately $9.7 billion in total assets under management.

     The investment management of the Company's portfolio will be the
responsibility of a team of portfolio managers consisting of David J. Schulte,
H. Kevin Birzer, Zachary A. Hamel, Kenneth P. Malvey, and Terry C. Matlack.

          David J. Schulte.  Mr. Schulte is a Managing Director of KCEP and a
     Manager of the Adviser. Mr. Schulte focuses on acquisition financings
     primarily for natural resource distribution and service companies. Prior to
     joining KCEP in 1993, Mr. Schulte had over five years of experience
     completing acquisition and public equity financings as an investment banker
     at the predecessor of Oppenheimer & Co, Inc. From 1986 to 1989, he was a
     securities law attorney. He serves on the Board of Directors of Inergy,
     L.P. Mr. Schulte holds a Bachelor of Science degree in Business
     Administration from Drake University and a Juris Doctorate degree from the
     University of Iowa. He earned his CFA designation in 1992, and is a member
     of the Financial Accounting Policy Committee of the AIMR.

          H. Kevin Birzer.  Mr. Birzer is a Partner/Senior Analyst with Fountain
     Capital and a Manager of the Adviser. Mr. Birzer, who has 20 years of
     investment experience including 16 in high-yield securities, began his
     career with Peat Marwick. His subsequent experience includes three years
     working as a Vice President for F. Martin Koenig & Co., focusing on equity
     and option investments, and three years at Drexel Burnham Lambert, where he
     was a Vice President in the Corporate Finance Department. Mr. Birzer
     graduated Magna Cum Laude with a Bachelor of Business Administration degree
     from the University of Notre Dame and holds a Master of Business
     Administration degree from New York University. He earned his CFA
     designation in 1988.

          Zachary A. Hamel.  Mr. Hamel is a Partner/Senior Analyst with Fountain
     Capital and a Manager of the Adviser. Mr. Hamel joined Fountain in 1997. He
     covers energy, chemicals and utilities. Prior to joining Fountain, Mr.
     Hamel worked for the Federal Deposit Insurance Corporation for eight years
     as a Bank Examiner and a Regional Capital Markets Specialist. Mr. Hamel
     graduated from Kansas State University with a Bachelor of Science in
     Business Administration. He also attained a Master in Business

                                        28
<PAGE>

     Administration from the University of Kansas School of Business. He earned
     his CFA designation in 1998.

          Kenneth P. Malvey.  Mr. Malvey joined Fountain Capital as an
     Investment Analyst in June of 2002 and is a Manager of the Adviser. Prior
     to joining Fountain Capital, Mr. Malvey was one of three members of the
     Global Office of Investments for GE Capital's Employers Reinsurance
     Corporation. Most recently he was the Global Investment Risk Manager for a
     portfolio of approximately $24 billion of fixed-income, public equity and
     alternative investment assets. Prior to joining GE in 1996, Mr. Malvey was
     a Bank Examiner and Regional Capital Markets Specialist with the FDIC for
     nine years. Mr. Malvey graduated Magna Cum Laude with a Bachelor of Science
     degree in Finance from Winona State University, Winona, Minnesota. He
     received his CFA designation in 1996.

          Terry C. Matlack.  Mr. Matlack is a Managing Director of KCEP and
     Manager of the Adviser. Prior to joining KCEP in 2001, Mr. Matlack was
     President of GreenStreet Capital and its affiliates in the
     telecommunications service industry. Prior to 1995, he was Executive Vice
     President and a member of the Board of Directors of W. K. Communications,
     Inc., a cable television acquisition company, and Chief Operating Officer
     of W. K. Cellular, a cellular rural service area operator. He has also
     served as a specialist in corporate finance with George K. Baum & Company,
     and as Executive Vice President of Corporate Finance at B.C. Christopher
     Securities Company. Mr. Matlack graduated with a Bachelor of Science in
     Business Administration from Kansas State University and holds a Masters of
     Business Administration and a Juris Doctorate from the University of
     Kansas. He earned his CFA designation in 1985.

COMPENSATION AND EXPENSES

     Under the Advisory Agreement, the Company will pay to the Adviser
quarterly, as compensation for the services rendered by it, a fee equal on an
annual basis to 0.95% of the Company's average monthly Managed Assets. Because
the fee to be paid to the Adviser is determined on the basis of the Company's
Managed Assets, the Adviser's interest in determining whether to leverage the
Company may conflict with the interests of the Company. The Company's average
monthly Managed Assets are determined for the purpose of calculating the
management fee by taking the average of the monthly determinations of Managed
Assets during a given calendar quarter. The fees are payable for each calendar
quarter within five days after the end of that quarter. The Adviser has
contractually agreed to waive or reimburse the Company for fees and expenses,
including the investment advisory fee and other expenses in the amount of 0.23%
of average monthly Managed Assets for the first two years of the Company's
operations and 0.10% of average monthly Managed Assets in years three through
five. See "Summary of Company Expenses."

     The Company will bear all expenses not specifically assumed by the Adviser
incurred in the Company's operations and the offering of its Common Shares.
Expenses borne by the Company will include, but not be limited to, the
following: (i) expenses of maintaining the Company and continuing its existence,
(ii) registration of the Company under the 1940 Act, (iii) commissions, spreads,
fees and other expenses connected with the acquisition, holding and disposition
of securities and other investments including placement and similar fees in
connection with direct placements entered into on behalf of the Company, (iv)
auditing, accounting and legal expenses, (v) taxes and interest, (vi)
governmental fees, (vii) expenses of listing shares of the Company with a stock
exchange, and expenses of issue, sale, repurchase and redemption (if any) of
interests in the Company, including expenses of conducting tender offers for the
purpose of repurchasing Company interests, (viii) expenses of registering and
qualifying the Company and its shares under federal and state securities laws
and of preparing and filing registration statements and amendments for such
purposes, (ix) expenses of reports and notices to shareholders and of meetings
of shareholders and proxy solicitations therefor, (x) expenses of reports to
governmental officers and commissions, (xi) insurance expenses, (xii)
association membership dues, (xiii) fees, expenses and disbursements of
custodians and subcustodians for all services to the Company (including without
limitation safekeeping of funds, securities and other investments, keeping of
books, accounts and records, and determination of net asset values), (xiv) fees,
expenses and disbursements of transfer agents, dividend paying agents,
shareholder servicing agents and registrars for all services to the Company,
(xv) compensation and expenses of directors of the Company
                                        29
<PAGE>


who are not members of the Adviser's organization, (xvi) pricing and valuation
services employed by the Company, (xvii) all expenses incurred in connection
with leveraging of the Company's assets through a line of credit, or issuing and
maintaining preferred shares, (xviii) all expenses incurred in connection with
the organization of the Company and the initial public offering of Common
Shares, and (xix) such non-recurring items as may arise, including expenses
incurred in connection with litigation, proceedings and claims and the
obligation of the Company to indemnify its directors, officers and shareholders
with respect thereto.

                                 DISTRIBUTIONS

DISTRIBUTION POLICY

     The Company intends to pay out substantially all of its DCF to holders of
Common Shares through quarterly distributions. DCF is the amount received by the
Company as cash or paid-in-kind distributions from MLPs and interest payments
received on debt securities owned by the Company, less current or anticipated
operating expenses, current income taxes, and leverage costs paid by the
Company. The Board of Directors has adopted a policy to target distributions to
common shareholders in an amount of at least 95% of DCF on an annual basis. It
is expected that the Company will declare and pay a distribution to holders of
Common Shares no later than the quarter ended May 31, 2004 and each fiscal
quarter thereafter. All realized capital gains, if any, net of applicable taxes,
will be retained by the Company. Unless a shareholder elects to receive
distributions in cash, the distributions will be used to purchase additional
Common Shares of the Company. The tax status of distributions is the same
whether they are reinvested in shares of the Company or received in cash. See
"Automatic Dividend Reinvestment Plan."

     The yield on Common Shares will likely vary from period to period depending
on factors including market conditions, the timing of the Company's investments
in portfolio securities, the securities comprising the Company's portfolio,
changes in interest rates (including changes in the relationship between
short-term rates and long-term rates), the amount and timing of the use of
borrowings and other leverage by the Company, the effects of leverage on the
Common Shares (discussed above under "Leverage"), the timing of the investment
of offering proceeds and leverage proceeds in portfolio securities and the
Company's net assets and its operating expenses. Consequently, the Company
cannot guarantee any particular yield on its Common Shares, and the yield for
any given period is not an indication or representation of future yields on the
Common Shares.

AUTOMATIC DIVIDEND REINVESTMENT PLAN

     Pursuant to the Company's Automatic Dividend Reinvestment Plan ("Plan"),
unless a shareholder is ineligible or elects otherwise, all dividend and capital
gains distributions are automatically reinvested by Computershare Investors
Services, LLC ("Computershare"), as agent for shareholders in administering the
Plan ("Plan Agent"), in additional Common Shares of the Company. Shareholders
who elect not to participate in the Plan will receive all dividends and
distributions payable in cash paid by check mailed directly to the shareholder
of record (or, if the shares are held in street or other nominee name, then to
such nominee) by Computershare, as dividend paying agent. Such shareholders may
elect not to participate in the Plan and to receive all dividends and
distributions in cash by sending written instructions to Computershare, as
dividend paying agent, at the address set forth below. Participation in the Plan
is completely voluntary and may be terminated or resumed at any time without
penalty by giving notice in writing to the Plan Agent; such termination will be
effective with respect to a particular dividend or distribution if notice is
received prior to such record date.

     Whenever the Company declares a dividend or distribution payable either in
shares or in cash, non-participants in the Plan will receive cash, and
participants in the Plan will receive the equivalent in Common Shares. The
shares are acquired by the Plan Agent for the participant's account, depending
upon the circumstances described below, either (i) through receipt of additional
Common Shares from the Company ("Additional Common Shares") or (ii) by purchase
of outstanding Common Shares on the open market ("open-market purchases") on the
NYSE or elsewhere. If, on the payment date, the net asset value per share


                                        30
<PAGE>

of the Common Shares is equal to or less than the market price per Common Share
plus estimated brokerage commissions (such condition being referred to herein as
"market premium"), the Plan Agent will receive Additional Common Shares from the
Company for each participant's account. The number of Additional Common Shares
to be credited to the participant's account will be determined by dividing the
dollar amount of the dividend or distribution by the greater of (i) the net
asset value per Common Share on the payment date, or (ii) 95% of the market
price per Common Share on the payment date.

     If, on the payment date, the net asset value per Common Share exceeds the
market price plus estimated brokerage commissions (such condition being referred
to herein as "market discount"), the Plan Agent has until the last business day
before the next date on which the shares trade on an "ex-dividend" basis or in
no event more than 90 days after the payment date ("last purchase date") to
invest the dividend or distribution amount in shares acquired in open-market
purchases. It is contemplated that the Company will pay quarterly dividends.
Therefore, the period during which open-market purchases can be made will exist
only from the payment date on the dividend through the date before the next
ex-dividend date. The weighted average price (including brokerage commissions)
of all Common Shares purchased by the Plan Agent as Plan Agent will be the price
per Common Share allocable to each participant. If, before the Plan Agent has
completed its open-market purchases, the market price of a Common Share exceeds
the net asset value per share, the average per share purchase price paid by the
Plan Agent may exceed the net asset value of the Company's shares, resulting in
the acquisition of fewer shares than if the dividend had been paid in Additional
Common Shares on the payment date. Because of the foregoing difficulty with
respect to open-market purchases, the Plan provides that if the Plan Agent is
unable to invest the full dividend amount in open-market purchases during the
purchase period or if the market discount shifts to a market premium during the
purchase period, the Plan Agent will cease making open-market purchases and will
invest the uninvested portion of the dividend or distribution amount in
Additional Common Shares at the close of business on the last purchase date.

     The Plan Agent maintains all shareholders' accounts in the Plan and
furnishes written confirmation of each acquisition made for the participant's
account as soon as practicable, but in no event later than 60 days after the
date thereof. Shares in the account of each Plan participant will be held by the
Plan Agent in non-certificated form in the Plan Agent's name or that of its
nominee, and each shareholder's proxy will include those shares purchased or
received pursuant to the Plan. The Plan Agent will forward all proxy
solicitation materials to participants and vote proxies for shares held pursuant
to the Plan first in accordance with the instructions of the participants then
with respect to any proxies not returned by such participant, in the same
proportion as the Plan Agent votes the proxies returned by the participants.

     There will be no brokerage charges with respect to shares issued directly
by the Company as a result of dividends or distributions payable either in
shares or in cash. However, each participant will pay a pro rata share of
brokerage commissions incurred with respect to the Plan Agent's open-market
purchases in connection with the reinvestment of dividends or distributions. If
a participant elects to have the Plan Agent sell part or all of his or her
Common Shares and remit the proceeds, such participant will be charged his or
her pro rata share of brokerage commissions on the shares sold.

     The automatic reinvestment of dividends and distributions will not relieve
participants of any federal, state or local income tax that may be payable (or
required to be withheld) on such dividends. See "Tax Matters."

     Shareholders participating in the Plan may receive benefits not available
to shareholders not participating in the Plan. If the market price plus
commissions of the Company's shares is higher than the net asset value,
participants in the Plan will receive shares of the Company at less than they
could otherwise purchase them and will have shares with a cash value greater
than the value of any cash distribution they would have received on their
shares. If the market price plus commissions is below the net asset value,
participants receive distributions of shares with a net asset value greater than
the value of any cash distribution they would have received on their shares.
However, there may be insufficient shares available in the market to make
distributions in shares at prices below the net asset value. Also, because the
Company does not redeem its shares, the price on resale may be more or less than
the net asset value. See "Tax Matters" for a discussion of tax consequences of
the Plan.

                                        31
<PAGE>

     Experience under the Plan may indicate that changes are desirable.
Accordingly, the Company reserves the right to amend or terminate the Plan if in
the judgment of the Board of Directors such a change is warranted. The Plan may
be terminated by the Plan Agent or the Company upon notice in writing mailed to
each participant at least 60 days prior to the effective date of the
termination. Upon any termination, the Plan Agent will cause a certificate or
certificates to be issued for the full shares held by each participant under the
Plan and cash adjustment for any fraction of a Common Share at the then current
market value of the Common Shares to be delivered to him or her. If preferred, a
participant may request the sale of all of the Common Shares held by the Plan
Agent in his or her Plan account in order to terminate participation in the
Plan. If such participant elects in advance of such termination to have the Plan
Agent sell part or all of his shares, the Plan Agent is authorized to deduct
from the proceeds a $15.00 fee plus the brokerage commissions incurred for the
transaction. If a participant has terminated his or her participation in the
Plan but continues to have Common Shares registered in his or her name, he or
she may re-enroll in the Plan at any time by notifying the Plan Agent in writing
at the address below. The terms and conditions of the Plan may be amended by the
Plan Agent or the Company at any time but, except when necessary or appropriate
to comply with applicable law or the rules or policies of the Commission or any
other regulatory authority, only by mailing to each participant appropriate
written notice at least 30 days prior to the effective date thereof. The
amendment shall be deemed to be accepted by each participant unless, prior to
the effective date thereof, the Plan Agent receives notice of the termination of
the participant's account under the Plan. Any such amendment may include an
appointment by the Plan Agent of a successor Plan Agent, subject to the prior
written approval of the successor Plan Agent by the Company.

     All correspondence concerning the Plan should be directed to Computershare
at Two North LaSalle Street, Chicago, Illinois 60602.

                          CLOSED-END COMPANY STRUCTURE

     The Company is a newly organized, nondiversified, closed-end management
investment company (commonly referred to as a closed-end fund). Closed-end
companies differ from open-end companies (which are generally referred to as
mutual funds) in that closed-end companies generally list their shares for
trading on a stock exchange and do not redeem their shares at the request of the
shareholder. This means that if a shareholder wishes to sell shares of a
closed-end company, he or she must trade them on the market like any other stock
at the prevailing market price at that time. In a mutual fund, if the
shareholder wishes to sell shares of the company, the mutual fund will redeem or
buy back the shares at net asset value. Also, mutual funds generally offer new
shares on a continuous basis to new investors, and closed-end companies
generally do not. The continuous inflows and outflows of assets in a mutual fund
can make it difficult to manage the company's investments. By comparison,
closed-end companies are generally able to stay more fully invested in
securities that are consistent with their investment objectives and also have
greater flexibility to make certain types of investments and to use certain
investment strategies, such as financial leverage and investments in illiquid
securities.

     Shares of closed-end companies frequently trade at a discount to their net
asset value. This characteristic of shares of closed-end management investment
companies is a risk separate and distinct from the risk that the Company's net
asset value may decrease as a result of investment activities. To the extent the
Common Shares do trade at a discount, the Company's Board of Directors may from
time to time engage in open-market repurchases or tender offers for shares after
balancing the benefit to shareholders of the increase in the net asset value per
share resulting from such purchases against the decrease in the assets of the
Company and potential increase in the expense ratio of expenses to assets of the
Company. The Board of Directors believes that in addition to the beneficial
effects described above, any such purchases or tender offers may result in the
temporary narrowing of any discount but will not have any long-term effect on
the level of any discount. There is no guarantee or assurance that the Company's
Board of Directors will decide to engage in any of these actions. Nor is there
any guarantee or assurance that such actions, if undertaken, would result in the
shares trading at a price equal or close to net asset value per share.
Conversion of the Company to an open-end mutual fund is extremely unlikely and
would require an amendment to the Company's Charter.

                                        32
<PAGE>

     Whether shareholders will realize a gain or loss upon the sale of the
Company's Common Shares will depend upon whether the market value of the shares
at the time of sale is above or below the investor's current basis in the
shares. Because the market value of the Company's Common Shares will be
determined by factors such as the relative demand for and supply of the shares
in the market, general market conditions and other factors beyond the control of
the Company, the Company cannot predict whether its Common Shares will trade at,
below or above net asset value, or below or above the initial offering price for
the Common Shares.

                                  TAX MATTERS

     The following is a general summary of certain federal tax considerations
affecting the Company and its shareholders. This discussion does not purport to
be complete or to deal with all aspects of federal income taxation that may be
relevant to shareholders in light of their particular circumstances or who are
subject to special rules, such as banks, thrift institutions and certain other
financial institutions, real estate investment trusts, regulated investment
companies, insurance companies, brokers and dealers in securities or currencies,
certain securities traders, tax-exempt investors, individual retirement accounts
and certain tax-deferred accounts, and foreign investors. Unless otherwise
noted, this discussion assumes that shareholders are U.S. persons and hold
Common Shares as capital assets. More detailed information regarding the tax
consequences of investing in the Company is in the statement of additional
information.

     Company Federal Income Taxation.  The Company will be treated as a
corporation for federal and state income tax purposes. Thus, the Company will be
obligated to pay federal and state income tax on its taxable income. The Company
intends to invest its assets primarily in MLPs, which generally are treated as
partnerships for federal income tax purposes. As a partner in the MLPs, the
Company will have to report its allocable share of the MLP's taxable income in
computing its taxable income. Based upon the Company's review of the historic
results of the type of MLPs in which the Company intends to invest, the Company
expects that the cash flow received by the Company with respect to its MLP
investments will exceed the taxable income allocated to the Company. There is no
assurance that the Company's expectation regarding the tax character of MLP
distributions will be realized. If this expectation is not realized, there will
be greater tax expense borne by the Company and less cash available to
distribute to shareholders. In addition, the Company will take into account in
its taxable income amounts of gain or loss recognized on the sale of MLP
interests. Currently, the maximum regular federal income tax rate for a
corporation is 35 percent. The Company may be subject to a 20 percent
alternative minimum tax on its alternative minimum taxable income to the extent
that the alternative minimum tax exceeds the Company's regular income tax.

     The Company will not be treated as a regulated investment company under the
Internal Revenue Code. The Internal Revenue Code generally provides that a
regulated investment company does not pay an entity level income tax, provided
that it distributes all or substantially all of its income. The regulated
investment company taxation rules have no application to the Company or to
shareholders of the Company.

     Shareholder Federal Income Taxation.  Unlike a holder of a direct interest
in MLPs, a shareholder will not include its allocable share of the Company's
income, gains, losses or deductions in computing its own taxable income. The
Company expects to distribute to its common shareholders at least 95% of DCF.
The Company's distribution of its DCF will be treated as a taxable dividend to
the shareholder to the extent of the Company's current or accumulated earnings
and profits. If the distribution exceeds the earnings and profits, the
distribution is treated as a return of capital to the shareholder to the extent
of the shareholder's basis in the Common Shares, and then as capital gain.
Shareholders will receive a Form 1099 from the Company (rather than a Form K-1
from each MLP if the shareholder invested directly in the MLPs) and will
recognize dividend income only to the extent of the Company's current or
accumulated earnings and profits.

     Generally, a corporation's earnings and profits are computed based upon
taxable income, with certain specified adjustments. As explained above, based
upon the historic performance of the MLPs, the Company anticipates that the
distributed cash from the MLPs will exceed the Company's share of the MLP income
and the Company's gain on the sale of MLP interests. Thus, the Company
anticipates that only a portion of distributions of DCF will be treated as
dividend income to its shareholders. To the extent that distributions to a
shareholder exceed the Company's earnings and profits, a shareholder's basis in
Common Shares will be
                                        33
<PAGE>

reduced and, if a shareholder has no further basis in its shares, a shareholder
will report any excess as capital gain.

     The Jobs Growth and Tax Relief Reconciliation Act of 2003 amended the
federal income tax law generally to reduce the maximum federal income tax rate
of qualifying dividend income to the rate applicable to long-term capital gains,
which is generally fifteen percent. The portion of the Company's distributions
of DCF treated as a dividend for federal income tax purposes should be treated
as a qualifying dividend for federal income tax purposes. This rate of tax on
dividends is currently scheduled to increase back to ordinary income rates after
December 31, 2008.

     If a shareholder participates in the Company's automatic dividend
reinvestment plan, such shareholder will be taxed upon the amount of
distributions as if such amount had been received by the participating
shareholder and the participating shareholder reinvested such amount in
additional Company Common Shares.

     Investment by Tax-Exempt Investors and Regulated Investment
Companies.  Employee benefit plans, other tax-exempt organizations and regulated
investment companies may want to invest in the Company. Employee benefit plans
and most other organizations exempt from federal income tax, including
individual retirement accounts and other retirement plans, are subject to
federal income tax on UBTI. Because the Company is a corporation for federal
income tax purposes, an owner of shares will not report on its federal income
tax return any of the Company's items of income, gain, loss and deduction.
Therefore, a tax-exempt investor generally will not have UBTI attributable to
its ownership or sale of Common Shares unless its ownership of the shares is
debt-financed. In general, a share would be debt-financed if the tax-exempt
owner of shares incurs debt to acquire a share or otherwise incurs or maintains
a debt that would not have been incurred or maintained if that share had not
been acquired.

     For federal income tax purposes, a regulated investment company, or "mutual
fund," is required to derive 90% or more of its gross income from interest,
dividends and gains from the sale of stocks or securities or foreign currency or
specified related sources. As stated above, an owner of Company shares will not
report on its federal income tax return any of the Company's items of income,
gain, loss and deduction. Instead, the owner will simply report income with
respect to the Company's distributions or gain with respect to the sale of
Common Shares. Thus, ownership of Company shares will not result in income that
is not qualifying income for a mutual fund. Furthermore, any gain from the sale
or other disposition of the Company shares, and the associated purchase and
exchange rights, will constitute gain from the sale of stock or securities and
will qualify for purposes of the 90% test applicable to mutual funds. Finally,
Company shares, and the associated purchase and exchange rights, will constitute
qualifying assets to mutual funds, which also must own at least 50% of
qualifying assets at the end of each quarter.

     Sale of the Common Shares.  Upon sale of Common Shares, a shareholder
generally will recognize capital gain or loss measured by the difference between
the sales proceeds received and the shareholder's federal income tax basis of
Common Shares sold. Generally, such capital gain or loss will be long-term
capital gain or loss if Common Shares were held as a capital asset for more than
twelve months.

     Backup Withholding and Information Reporting.  Backup withholding of U.S.
federal income tax may apply to the distributions of DCF to be made by the
Company if you fail to timely provide taxpayer identification numbers or if the
Company is so instructed by the Internal Revenue Service ("IRS"). Any amounts
withheld from a payment to a U.S. holder under the backup withholding rules are
allowable as a refund or credit against the holder's U.S. federal income tax,
provided that the required information is furnished to the IRS in a timely
manner.

     State and Local Taxes.  Company dividends also may be subject to state and
local taxes.

     Tax matters are very complicated, and the federal tax consequences of an
investment in and holding of the Common Shares will depend on the facts of each
investor's situation. Investors are encouraged to consult their own tax advisers
regarding the specific tax consequences that may affect such investors.

                                        34
<PAGE>

                                NET ASSET VALUE

     The Company will compute its net asset value for its Common Shares as of
the close of trading of the NYSE (normally 4:00 p.m. Eastern time) no less
frequently than the last business day of each calendar month and will make its
net asset value available for publication monthly. For purposes of determining
the net asset value of a Common Share, the net asset value of the Company will
equal the value of the total assets of the Company (the value of the securities
the Company holds plus cash or other assets, including interest accrued but not
yet received) less (i) all of its liabilities (including accrued expenses and
both current and deferred income taxes), (ii) accumulated and unpaid dividends
on any outstanding preferred shares, (iii) the aggregate liquidation value of
any outstanding preferred shares, and (iv) any distributions payable on the
Common Shares. The net asset value per Common Share of the Company will equal
the net asset value of the Company divided by the number of outstanding Common
Shares.

     Pursuant to an agreement with U.S. Bancorp Fund Services, LLC (the
"Accounting Services Provider"), the Accounting Services Provider will value the
assets in the Company's portfolio in accordance with Valuation Procedures
adopted by the Board of Directors. The Accounting Services Provider will obtain
securities market quotations from independent pricing services approved by the
Adviser and ratified by the Board of Directors. Securities for which market
quotations are readily available shall be valued at "market value." Any other
securities shall be valued at "fair value."

     Valuation of certain assets at market value will be as follows. For equity
securities, the Accounting Services Provider will first use readily available
market quotations and will obtain direct written broker-dealer quotations if a
security is not traded on an exchange or quotations are not available from an
approved pricing service. For fixed income securities, the Accounting Services
Provider will use readily available market quotations based upon the last
updated sale price or market value from a pricing service or by obtaining a
direct written broker-dealer quotation from a dealer who has made a market in
the security. For options, futures contracts and options of futures contracts,
the Accounting Services Provider will use readily available market quotations.
If no sales are reported on any exchange or OTC market, the Accounting Services
Provider will use the calculated mean based on bid and asked prices obtained
from the primary exchange or OTC market. Other assets will be valued at market
value pursuant to the Valuation Procedures.

     If the Accounting Services Provider cannot obtain a market value or the
Adviser determines that the value of a security as so obtained does not
represent a fair value as of the valuation time (due to a significant
development subsequent to the time its price is determined or otherwise), fair
value for the security shall be determined pursuant to methodologies established
by the Board of Directors. A report of any prices determined pursuant to such
methodologies will be presented to the Board of Directors or a designated
committee thereof for approval no less frequently than quarterly.

                             DESCRIPTION OF SHARES

     The Company is authorized to issue up to 100,000,000 shares of common
stock, $.001 par value per share ("Common Shares"), and up to 10,000,000 shares
of preferred stock, $.001 par value per share ("Preferred Shares"). Upon
completion of this offering,           Common Shares and no Preferred Shares
will be issued and outstanding. The Company's Board of Directors may, without
any action by the shareholders, amend the Company's charter (the "Charter") from
time to time to increase or decrease the aggregate number of shares of stock or
the number of shares of stock of any class or series that the Company has
authority to issue. Additionally, the Charter authorizes the Board of Directors,
without any action by the shareholders, to classify and reclassify any unissued
Common Shares and Preferred Shares into other classes or series of stock from
time to time by setting or changing the terms, preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications and terms or conditions of redemption for each
class or series. Although there is no present intention of doing so, the Company
could issue a class or series of stock that could delay, defer or prevent a
transaction or a change in control of the Company that might otherwise be in the
shareholders' best interests. Under Maryland law, shareholders generally are not
liable for Company debts or obligations.

                                        35
<PAGE>

COMMON SHARES

     All Common Shares offered by this prospectus will be duly authorized, fully
paid and nonassessable. Holders of Common Shares are entitled to receive
dividends when authorized by the Board of Directors and declared out of assets
legally available for the payment of dividends. Shareholders are also entitled
to share ratably in the assets legally available for distribution to
shareholders in the event of liquidation, dissolution or winding up, after
payment of or adequate provision for all known debts and liabilities. These
rights are subject to the preferential rights of any other class or series of
the Company's stock.

     In the event that the Company issues Preferred Shares and so long as any
shares of the Company's Preferred Shares are outstanding, holders of Common
Shares will not be entitled to receive any net income of or other distributions
from the Company unless all accumulated dividends on Preferred Shares have been
paid, and unless asset coverage (as defined in the 1940 Act) with respect to
Preferred Shares would be at least 200% after giving effect to such
distributions. See "Leverage."

     Each outstanding Common Share entitles the holder to one vote on all
matters submitted to a vote of shareholders, including the election of
directors. The presence of the holders of shares of Company stock entitled to
cast a majority of the votes entitled to be cast shall constitute a quorum at a
meeting of shareholders. The Charter provides that, except as otherwise provided
in the Bylaws, directors shall be elected by the affirmative vote of the holders
of a majority of the shares of stock outstanding and entitled to vote thereon.
The Bylaws provide that directors are elected by a plurality of all the votes
cast at a meeting of shareholders duly called and at which a quorum is present.
There is no cumulative voting in the election of directors. Consequently, at
each annual meeting of shareholders, the holders of a majority of the
outstanding shares will be able to elect all of the successors of the class of
directors whose terms expire at that meeting. Pursuant to the Charter and
Bylaws, the Board of Directors may amend the Bylaws to alter the vote required
to elect directors.

     Holders of Common Shares have no preference, conversion, exchange, sinking
fund, redemption or appraisal rights and have no preemptive rights to subscribe
for any of the Company's securities. All Common Shares will have equal dividend,
liquidation and other rights.

     The Charter provides for approval of certain extraordinary transactions by
the shareholders entitled to cast at least a majority of the votes entitled to
be cast on the matter. The Charter also provides that any proposal to convert
the Company from a closed-end investment company to an open-end investment
company or any proposal to liquidate or dissolve the Company requires the
approval of the shareholders entitled to cast at least 80 percent of the votes
entitled to be cast on such matter. However, if such a proposal is approved by
at least two-thirds of the continuing directors (in addition to approval by the
full Board of Directors), such proposal may be approved by a majority of the
votes entitled to be cast on such matter. The "continuing directors" are defined
in the Charter as the current directors as well as those directors whose
nomination for election by the shareholders or whose election by the directors
to fill vacancies is approved by a majority of continuing directors then on the
Board of Directors.

     Under the rules of the NYSE applicable to listed companies, the Company
normally will be required to hold an annual meeting of shareholders in each
fiscal year. If the Company is converted to an open-end company or if for any
other reason the shares are no longer listed on the NYSE (or any other national
securities exchange the rules of which require annual meetings of shareholders),
the Company may decide not to hold annual meetings of shareholders.

     The Company has no present intention of offering additional Common Shares,
except as described herein and under the Dividend Reinvestment Plan, as amended
from time to time. See "Distributions -- Automatic Dividend Reinvestment Plan."
Other offerings of shares, if made, will require approval of the Company's Board
of Directors and will be subject to the requirement of the 1940 Act that shares
may not be sold at a price below the then-current net asset value, exclusive of
underwriting discounts and commissions, except, among other things, in
connection with an offering to existing shareholders.

                                        36
<PAGE>

PREFERRED SHARES

     After the closing of this offering, the Company may, but is not required
to, issue Preferred Shares. The Company reserves the right to issue Preferred
Shares to the extent permitted by the 1940 Act, which currently limits the
aggregate liquidation preference of all outstanding preferred shares to 50% of
the value of the Company's total assets less the Company's liabilities and
indebtedness. Although the terms of any Preferred Shares, including dividend
rate, liquidation preference and redemption provisions, will be determined by
the Board of Directors, subject to applicable law and the Charter, it is likely
that the Preferred Shares will be structured to carry a relatively short-term
dividend rate reflecting interest rates on short-term bonds, by providing for
the periodic redetermination of the dividend rate at relatively short intervals
through an auction, remarketing or other procedure. The Company also believes
that it is likely that the liquidation preference, voting rights and redemption
provisions of the Preferred Shares will be similar to those stated below.

     In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of Preferred Shares would be entitled to
receive a preferential liquidating distribution, which is expected to equal the
original purchase price per Preferred Share plus accumulated and unpaid
dividends, whether or not declared, before any distribution of assets is made to
holders of Common Shares. After payment of the full amount of the liquidating
distribution to which they are entitled, the holders of Preferred Shares will
not be entitled to any further participation in any distribution of assets by
the Company.

     The 1940 Act requires that the holders of any preferred shares, voting
separately as a single class, have the right to elect at least two Directors at
all times. The remaining directors will be elected by holders of common shares
and preferred shares, voting together as a single class. In addition, subject to
the prior rights, if any, of the holders of any other class of senior securities
outstanding, the holders of any preferred shares have the right to elect a
majority of the directors at any time two years' accumulated dividends on any
preferred shares are unpaid. The 1940 Act also requires that, in addition to any
approval by shareholders that might otherwise be required, the approval of the
holders of a majority of any outstanding preferred shares, voting separately as
a class, would be required to (i) adopt any plan of reorganization that would
adversely affect the preferred shares, and (ii) take any action requiring a vote
of security holders under Section 13(a) of the 1940 Act, including, among other
things, changes in the Company's subclassification as a closed-end investment
company or changes in its fundamental investment restrictions. See "Certain
Provisions in the Company's Charter and Bylaws." As a result of these voting
rights, the Company's ability to take any such actions may be impeded to the
extent that there are any of its Preferred Shares outstanding.

     The affirmative vote of the holders of a majority of the outstanding
Preferred Shares, voting as a separate class, will be required to amend, alter
or repeal any of the preferences, rights or powers of holders of Preferred
Shares so as to affect materially and adversely such preferences, rights or
powers. The class vote of holders of Preferred Shares described above will in
each case be in addition to any other vote required to authorize the action in
question.

     The terms of the Preferred Shares, if issued, are expected to provide that
(i) they are redeemable by the Company in whole or in part at the original
purchase price per share plus accrued dividends per share, (ii) the Company may
tender for or purchase Preferred Shares and (iii) the Company may subsequently
resell any shares so tendered for or purchased. Any redemption or purchase of
Preferred Shares by the Company will reduce the leverage applicable to the
Common Shares, while any resale of shares by the Company will increase that
leverage.

     The discussion above describes the possible offering of Preferred Shares by
the Company. If the Board of Directors determines to proceed with such an
offering, the terms of the Preferred Shares may be the same as, or different
from, the terms described above, subject to applicable law and the Charter. The
Board of Directors, without the approval of the holders of Common Shares, may
authorize an offering of Preferred Shares or may determine not to authorize such
an offering, and may fix the terms of the Preferred Shares to be offered.

     The information contained under this heading is subject to the provisions
contained in the Company's Charter and Bylaws and the laws of the State of
Maryland.

                                        37
<PAGE>

             CERTAIN PROVISIONS IN THE COMPANY'S CHARTER AND BYLAWS

     The following description of certain provisions of the Charter and Bylaws
is only a summary. For a complete description, please refer to the Charter and
Bylaws, which have been filed as exhibits to the Company's registration
statement. A more detailed description can also be found in the Company's
statement of additional information.

     The Company's Charter and Bylaws include provisions that could delay, defer
or prevent other entities or persons from acquiring control of the Company,
causing it to engage in certain transactions or modifying its structure. These
provisions may be regarded as "anti-takeover" provisions. Such provisions could
limit the ability of shareholders to sell their shares at a premium over the
then-current market prices by discouraging a third party from seeking to obtain
control of the Company.

CLASSIFICATION OF THE BOARD OF DIRECTORS; ELECTION OF DIRECTORS

     The Charter provides that the number of directors may be established only
by the Board of Directors pursuant to the Bylaws, but may not be less than one.
The Bylaws provide that the number of directors may not be greater than nine.
Subject to any applicable limitations of the 1940 Act, any vacancy may be
filled, at any regular meeting or at any special meeting called for that
purpose, only by a majority of the remaining directors, even if those remaining
directors do not constitute a quorum. Pursuant to the Charter, the Board of
Directors is divided into three classes: Class I, Class II and Class III. The
initial terms of Class I, Class II and Class III directors will expire in 2005,
2006 and 2007, respectively. Beginning in 2005, upon the expiration of their
current terms, directors of each class will be elected to serve for three-year
terms and until their successors are duly elected and qualified. Each year only
one class of directors will be elected by the shareholders. The classification
of the Board of Directors should help to assure the continuity and stability of
the Company's strategies and policies as determined by the Board of Directors.

     The classified Board provision could have the effect of making the
replacement of incumbent directors more time-consuming and difficult. At least
two annual meetings of shareholders, instead of one, will generally be required
to effect a change in a majority of the Board of Directors. Thus, the classified
Board provision could increase the likelihood that incumbent directors will
retain their positions. The staggered terms of directors may delay, defer or
prevent a change in control of the Board, even though a change in control might
be in the best interests of the shareholders.

REMOVAL OF DIRECTORS

     The Charter provides that a director may be removed only for cause and only
by the affirmative vote of at least two-thirds of the votes entitled to be cast
in the election of directors. This provision, when coupled with the provision in
the Bylaws authorizing only the Board of Directors to fill vacant directorships,
precludes shareholders from removing incumbent directors, except for cause and
by a substantial affirmative vote, and filling the vacancies created by the
removal with nominees of shareholders.

AMENDMENT TO THE CHARTER AND BYLAWS

     The Charter provides that amendments to the Charter must be declared
advisable by the Board of Directors and generally approved by the affirmative
vote of shareholders entitled to cast at least a majority of the votes entitled
to be cast on the matter. Certain provisions of the Charter, including its
provisions on classification of the Board of Directors, election and removal of
directors and conversion of the Company to an open-end investment company, may
be amended only by the affirmative vote of the shareholders entitled to cast at
least 80 percent of the votes entitled to be cast on the matter. However, if
such a proposal is approved by at least two-thirds of the continuing directors
(in addition to approval by the full Board of Directors), such proposal may be
approved by a majority of the votes entitled to be cast on such matter. The
Board of Directors has the exclusive power to adopt, alter or repeal any
provision of the Bylaws and to make new Bylaws.

                                        38
<PAGE>

DISSOLUTION OF THE COMPANY

     The Charter provides that any proposal to liquidate or dissolve the Company
requires the approval of the shareholders entitled to cast at least 80 percent
of the votes entitled to be cast on such matter. However, if such a proposal is
approved by at least two-thirds of the continuing directors (in addition to
approval by the full Board), such proposal may be approved by a majority of the
votes entitled to be cast on such matter.

ADVANCE NOTICE OF DIRECTOR NOMINATIONS AND NEW BUSINESS

     The Bylaws provide that with respect to an annual meeting of shareholders,
nominations of persons for election to the Board of Directors and the proposal
of business to be considered by shareholders may be made only (i) pursuant to
notice of the meeting, (ii) by the Board of Directors or (iii) by a shareholder
who is entitled to vote at the meeting and who has complied with the advance
notice procedures of the Bylaws. With respect to special meetings of
shareholders, only the business specified in the Company's notice of the meeting
may be brought before the meeting. Nominations of persons for election to the
Board of Directors at a special meeting may be made only (i) pursuant to notice
of the meeting by the Company, (ii) by the Board of Directors, or (iii) provided
that the Board of Directors has determined that directors will be elected at the
meeting, by a shareholder who is entitled to vote at the meeting and who has
complied with the advance notice provisions of the Bylaws.

                                        39
<PAGE>

                                  UNDERWRITING

     The underwriters named below, acting through Stifel, Nicolaus & Company,
Incorporated, Lehman Brothers Inc. and RBC Dain Rauscher Inc. as their
representatives (the "Representatives"), have severally agreed, subject to the
terms and conditions of an underwriting agreement dated         , 2004, to
purchase from the Company the number of Common Shares set forth opposite their
respective names.

<Table>
<Caption>
                                                              NUMBER OF COMMON
UNDERWRITER                                                        SHARES
- -----------                                                   ----------------
<S>                                                           <C>
Stifel, Nicolaus & Company, Incorporated....................
Lehman Brothers Inc.........................................
RBC Dain Rauscher Inc.......................................
Advest, Inc.................................................
BB&T Capital Markets, a division of Scott & Stringfellow....
Oppenheimer and Co. Inc.....................................
Sanders Morris Harris.......................................
WR Hambrecht + Co, LLC......................................
Parker/Hunter Incorporated..................................
Wunderlich Securities, Inc..................................
                                                                  --------
          Total.............................................
                                                                  ========
</Table>

     The underwriting agreement provides that the obligations of the
Underwriters to purchase the shares included in this offering are subject to the
approval of certain legal matters by counsel and to certain other conditions.
The Underwriters are obligated to purchase all the Common Shares listed in the
table above if any of the Common Shares are purchased. In the underwriting
agreement, the Company and Adviser have agreed to indemnify the Underwriters
against certain liabilities, including liabilities arising under the Securities
Act of 1933, or to contribute payments the Underwriters may be required to make
for any of those liabilities.

     The Common Shares have been approved for listing on the NYSE, subject to
notice of issuance, under the symbol "TYG." In order to meet the requirements
for listing the Common Shares on the NYSE, the Underwriters have undertaken to
sell lots of 100 or more Common Shares to a minimum of 2,000 beneficial owners.
The minimum investment requirement is 100 Common Shares ($2,500). Prior to this
offering, there has been no public market for the Common Shares or any other
securities of the Company. Consequently, the offering price for the Common
Shares was determined by negotiation between the Company and the
Representatives. Investors must pay for any shares purchased in the initial
public offering on or before           , 2004.

     The Underwriters propose initially to offer some of the Common Shares
directly to the public at the public offering price set forth on the cover page
of this prospectus and some of the Common Shares to certain dealers at the
public offering price less a concession not in excess of $1.125 per share. The
underwriting discounts and commissions the Company will pay of $1.125 per share
are equal to 4.5% of the initial offering price. The Underwriters may allow, and
the dealers may reallow, a discount not in excess of $     per share on sales to
other dealers. After the initial public offering, the public offering price,
concession and discount may be changed. The Representatives have advised the
Company that the Underwriters do not intend to confirm any sales to any account
over which they exercise discretionary authority.

     The Company has granted the Underwriters an option to purchase up to
          additional Common Shares at the public offering price, less the
underwriting discounts and commissions, within 45 days from the date of this
prospectus, solely to cover any over-allotments. If the Underwriters exercise
this option, each will be obligated, subject to conditions contained in the
underwriting agreement, to purchase a number of additional shares proportionate
to that underwriter's initial amount reflected in the table below.

                                        40
<PAGE>

     The following table shows the public offering price, underwriting discounts
and commissions and proceeds before expenses to the Company. The information
assumes either no exercise or full exercise by the Underwriters of their
over-allotment option.

<Table>
<Caption>
PER SHARE                                                    WITHOUT OPTION   WITH OPTION
- ---------                                                    --------------   -----------
<S>                                                          <C>              <C>
Public offering price......................................     $              $
Underwriting discounts and commissions.....................     $              $
Proceeds, before expenses to the Company...................     $              $
</Table>

     The expenses of the offering are estimated to be $     . The Company will
pay all of its organizational and offering expenses.

     Until the distribution of the Common Shares is complete, the Securities and
Exchange Commission rules may limit Underwriters and selling group members from
bidding for and purchasing the Company's Common Shares. However, the
Representatives may engage in transactions that stabilize the price of Common
Shares, such as bids or purchases to peg, fix or maintain that price.

     If the Underwriters create a short position in the Company's Common Shares
in connection with the offering (i.e., if they sell more Common Shares than are
listed on the cover of this prospectus), the Representatives may reduce that
short position by purchasing Common Shares in the open market. The
Representatives may also elect to reduce any short position by exercising all or
part of the over-allotment option described above. Purchases of Common Shares to
stabilize its price or to reduce a short position may cause the price of the
Company's Common Shares to be higher than it might be in the absence of such
purchases.

     Neither the Company nor any of the Underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transaction
described above may have on the price of Common Shares. In addition, neither the
Company nor any of the Underwriters make any representation that the
Representatives will engage in these transactions or that these transactions,
once commenced, will not be discontinued without notice.

     In connection with this offering, the Underwriters or selected dealers may
distribute prospectuses electronically.

     The Company has agreed not to offer or sell any additional Common Shares
for a period of 180 days after the date of the underwriting agreement without
the prior written consent of the Underwriters, except for the sale of Common
Shares to the Underwriters pursuant to the underwriting agreement.

     The Company anticipates that the Underwriters may from time to time act as
brokers or dealers in executing the Company's portfolio transactions after they
have ceased to be Underwriters and, subject to certain restrictions may so act
while they are underwriters. The Underwriters are active underwriters of, and
dealers in, securities and act as market makers in a number of such securities,
and therefore can be expected to engage in portfolio transactions with the
Company.

     The Company expects to use a portion of the net proceeds of this offering
to purchase, after the closing of this offering, MLP equity securities. The
Company has agreed that until November 26, 2004, the Company will not make
direct or indirect minority investments in certain MLPs, or enter into any
transaction that results in the acquisition of any equity investment in these
MLPs (other than open market purchases on a national securities exchange) unless
Lehman Brothers Inc. has acted as placement agent to the issuer in connection
with such transaction. Any direct placement fees the issuers of the MLPs in
which the Company invests pay to Lehman Brothers Inc. for acting as placement
agent are separate and distinct from the discounts and commissions that will be
paid by the Company in connection with this offering. It is anticipated that
Lehman Brothers Inc. will pay to Stifel a mutually agreed upon portion of any
such direct placement fees that Lehman Brothers Inc. receives in connection with
the minority investments described above. In addition, the Company has agreed
that until November 26, 2004, Lehman Brothers Inc. shall have a right, but not
the obligation, to act as exclusive underwriter, arranger and/or advisor with
respect to the issuance of any indebtedness by the Company or other security
that ranks senior to the Common Shares, other than bank

                                        41
<PAGE>

loans. Stifel has also provided financial advisory services to the Company in
connection with structuring the offering for which it will receive a financial
advisory fee equal to 0.10% of the gross proceeds of this offering.

     The addresses of the Representatives are: Stifel, Nicolaus & Company,
Incorporated, 501 North Broadway, St. Louis, MO 63102; Lehman Brothers Inc., 745
7th Ave., New York, NY 10019; and RBC Dain Rauscher Inc., 60 South Sixth Street,
Minneapolis, MN 55402.

                           DIRECT PLACEMENT CONTRACTS

     As of the date of this prospectus, the Company has entered into binding
contracts for direct placements with the following companies (the closing of all
of which are contingent upon the closing of the Common Share offering):

<Table>
<Caption>
                                                                      COST PER
                                                                      UNIT TO
NAME OF ISSUER                                     TYPE OF SECURITY   COMPANY    TOTAL COST
- --------------                                     ----------------   --------   ----------
<S>                                                <C>                <C>        <C>
</Table>

                    ADMINISTRATOR, CUSTODIAN, TRANSFER AGENT
                           AND DIVIDEND PAYING AGENT

     The Company will engage U.S. Bancorp Fund Services, LLC to serve as the
Company's administrator. The Company will pay the administrator a monthly fee
computed at an annual rate of 0.07% of the first $300 million of the Company's
Managed Assets, 0.06% on the next $500 million of Managed Assets and 0.04% on
the balance of the Company's Managed Assets, subject to a minimum annual fee of
$45,000.

     Computershare Investor Services, LLC will serve as the Company's transfer
agent, dividend paying agent, and agent for the automatic dividend reinvestment
plan.

     U.S. Bank N.A. will serve as the Company's custodian. The Company will pay
the custodian a monthly fee computed at an annual rate of 0.015% on the first
$100 million of the Company's Managed Assets and 0.01% on the balance of the
Company's Managed Assets, subject to a minimum annual fee of $4,800.

                                 LEGAL MATTERS

     Blackwell Sanders Peper Martin, LLP ("Blackwell"), Kansas City, Missouri,
serves as counsel to the Company. Vedder, Price, Kaufman & Kammholz, P.C.,
Chicago, Illinois, is serving as special counsel to the Company in connection
with the offering. Kaye Scholer LLP serves as counsel to the underwriters.
Stroock & Stroock & Lavan LLP is serving as special counsel to the underwriters
in connection with the offering. Certain legal and tax matters in connection
with the Common Shares offered hereby are passed on for the Company by
Blackwell, and for the Underwriters by Kaye Scholer LLP. Blackwell may rely on
the opinion of Venable LLP, Baltimore, Maryland, on certain matters of Maryland
law.

                                        42
<PAGE>

          TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Investment Limitations......................................    1
Investment Objective and Policies...........................    3
Management of the Company...................................   14
Portfolio Transactions......................................   22
Net Asset Value.............................................   23
Leverage....................................................   24
Description of Preferred Shares.............................   25
U.S. Federal Income Tax Matters.............................   27
Proxy Voting Policies.......................................   30
Independent Accountants.....................................   31
Additional Information......................................   31
Report of Independent Accountants...........................   32
Financial Statements........................................  F-1
Appendix A -- Ratings of Investments........................  A-1
</Table>

                                        43
<PAGE>

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

     Until         , 2004 (25 days after the date of this prospectus) all
dealers that buy, sell or trade the Common Shares, whether or not participating
in this offering, may be required to deliver a prospectus. This is in addition
to the dealer's obligation to deliver a prospectus when acting as an underwriter
and with respect to their unsold allotments or subscriptions.

                                 COMMON SHARES

                                (TORTOISE LOGO)

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION
                                $25.00 PER SHARE

                           -------------------------
                                   PROSPECTUS
                           -------------------------

                           STIFEL, NICOLAUS & COMPANY
                                  INCORPORATED

                                LEHMAN BROTHERS

                              RBC CAPITAL MARKETS

                                  ADVEST, INC.

                              BB&T CAPITAL MARKETS

                                  OPPENHEIMER

                             SANDERS MORRIS HARRIS

                               WR HAMBRECHT + CO

                           PARKER/HUNTER INCORPORATED

                          WUNDERLICH SECURITIES, INC.

                                          , 2004

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>


                 Subject to Completion, Dated February 20, 2004


         The information in this statement of additional information is not
complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This statement of additional information is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where an offer or sale is not permitted.

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                                __________, 2004

                       STATEMENT OF ADDITIONAL INFORMATION

         Tortoise Energy Infrastructure Corporation (the "Company") is a newly
organized, non-diversified, closed-end management investment company. This
statement of additional information relating to the Company's shares of common
stock ("Common Shares") is not a prospectus, but should be read in conjunction
with the prospectus relating to the Common Shares dated __________, 2004. This
statement of additional information does not include all information that a
prospective investor should consider before purchasing Common Shares of the
Company, and investors should obtain and read the prospectus prior to purchasing
such shares. A copy of the prospectus is available without charge from the
Company by calling 1-888-728-8784. You may also obtain a copy of the prospectus
on the Securities and Exchange Commission's web site (http://www.sec.gov).
Capitalized terms used but not defined in this statement of additional
information have the meanings ascribed to them in the prospectus.

         No person has been authorized to give any information or to make any
representations not contained in the prospectus or in this statement of
additional information in connection with the offering made by the prospectus,
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company. The prospectus and this statement
of additional information do not constitute an offering by the Company in any
jurisdiction in which such offering may not lawfully be made.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>                                                                                                               <C>
Investment Limitations.........................................................................................      1
Investment Objective and Policies..............................................................................      3
Management of the Company......................................................................................     14
Portfolio Transactions.........................................................................................     22
Net Asset Value................................................................................................     23
Leverage ......................................................................................................     24
Description of Preferred Shares................................................................................     26
U.S. Federal Income Tax Matters................................................................................     27
Proxy Voting Policy............................................................................................     30
Independent Accountants........................................................................................     31
Additional Information.........................................................................................     31
Report Of Independent Accountants..............................................................................     32
Financial Statements...........................................................................................    F-1
Appendix A--Rating of Investments..............................................................................    A-1
</TABLE>

                                        i

<PAGE>

                             INVESTMENT LIMITATIONS

         This section supplements the disclosure in the prospectus and provides
additional information on the Company's investment limitations. Investment
limitations identified as fundamental may not be changed without the approval of
the holders of a majority of the Company's outstanding voting securities (which
for this purpose and under the Investment Company Act of 1940, as amended (the
"1940 Act") means the lesser of (1) 67% of the Common Shares represented at a
meeting at which more than 50% of the outstanding Common Shares are represented
or (2) more than 50% of the outstanding Common Shares).

         Investment limitations stated as a maximum percentage of the Company's
assets are only applied immediately after, and because of, an investment or a
transaction by the Company to which the limitation is applicable (other than the
limitations on borrowing). Accordingly, any later increase or decrease resulting
from a change in values, net assets or other circumstances will not be
considered in determining whether the investment complies with the Company's
investment limitations.

         THE FOLLOWING ARE THE COMPANY'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE COMPANY MAY NOT:

         issue senior securities, except as permitted by the 1940 Act and the
rules and interpretive positions of the SEC thereunder;

         borrow money, except as permitted by the 1940 Act and the rules and
interpretive positions of the SEC thereunder;

         make loans, except by the purchase of debt obligations, by entering
into repurchase agreements or through the lending of portfolio securities and as
otherwise permitted by the 1940 Act and the rules and interpretive positions of
the SEC thereunder;

         concentrate its investment in any particular industry, except that the
Company will concentrate its assets in the group of industries constituting the
energy infrastructure sector and may concentrate in one or more industries
within that sector.

         underwrite securities issued by others, except to the extent that the
Company may be considered an underwriter within the meaning of the Securities
Act of 1933, as amended (the "1933 Act") in the disposition of restricted
securities held in its portfolio;

         purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments, except that the Company may invest in
securities or other instruments backed by real estate or securities of companies
that invest in real estate or interests therein; and

         purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments, except that the Company may
purchase or sell options and futures contracts or invest in securities or other
instruments backed by physical commodities.

         All other investment policies of the Company are considered
nonfundamental and may be changed by the Board of Directors (the "Board")
without prior approval of the Company's outstanding voting shares.

         The Company has adopted the following nonfundamental policies:

<PAGE>

         -        Under normal circumstances, the Company will invest at least
                  90% of its total assets (including assets obtained through
                  leverage) in securities of energy infrastructure companies.

         -        The Company will invest at least 70% and up to 100% of its
                  total assets in equity securities issued by master limited
                  partnerships ("MLPs").

         -        The Company may invest up to 30% of total assets in direct
                  placements of restricted securities. The types of direct
                  placements that the Company may purchase include MLP
                  convertible subordinated units, MLP common units and
                  securities of private energy infrastructure companies (i.e.,
                  non-MLPs). Investments in private companies that do not have
                  any publicly traded shares or units are limited to 5% of total
                  assets.

         -        The Company may invest up to 25% of total assets in debt
                  securities of energy infrastructure companies, including
                  securities rated below investment grade (commonly referred to
                  as "junk bonds"). Below investment grade debt securities will
                  be rated at least B3 by Moody's Investors Service, Inc.
                  ("Moody's") and at least B- by Standard & Poor's Ratings Group
                  ("S&P's") at the time of purchase, or comparably rated by
                  another statistical rating organization or if unrated,
                  determined to be of comparable quality by the Adviser.

         -        The Company will not invest more than 10% of total assets in
                  any single issuer.

         -        The Company will not engage in short sales.

         Currently under the 1940 Act, the Company is not permitted to incur
indebtedness unless immediately after such borrowing the Company has asset
coverage of at least 300% of the aggregate outstanding principal balance of
indebtedness (i.e., such indebtedness may not exceed 33 1/3% of the value of the
Company's total assets). Additionally, currently under the 1940 Act, the Company
may not declare any dividend or other distribution upon its Common Shares, or
purchase any such shares, unless the aggregate indebtedness of the Company has,
at the time of the declaration of any such dividend or distribution or at the
time of any such purchase, an asset coverage of at least 300% after deducting
the amount of such dividend, distribution, or purchase price, as the case may
be. Currently under the 1940 Act, the Company is not permitted to issue
preferred shares unless immediately after such issuance the net asset value of
the Company's portfolio is at least 200% of the liquidation value of the
outstanding preferred shares (i.e., such liquidation value may not exceed 50% of
the value of the Company's total assets). In addition, currently under the 1940
Act, the Company is not permitted to declare any cash dividend or other
distribution on its Common Shares unless, at the time of such declaration, the
net asset value of the Company's portfolio (determined after deducting the
amount of such dividend or distribution) is at least 200% of such liquidation
value.



         Under the 1940 Act, a "senior security" does not include any promissory
note or evidence of indebtedness where such loan is for temporary purposes only
and in an amount not exceeding 5% of the value of the total assets of the issuer
at the time the loan is made. A loan is presumed to be for temporary purposes if
it is repaid within sixty days and is not extended or renewed. Both transactions
involving indebtedness and any preferred shares issued by the Company would be
considered senior securities under the 1940 Act, and as such, are subject to the
asset coverage requirements discussed above.



         Currently under the 1940 Act, the Company is not permitted to lend
money or property to any person, directly or indirectly, if such person controls
or is under common control with the Company, except for a loan from the Company
to a company which owns all of the outstanding securities of the Company.
Currently, under interpretative positions of the staff of the SEC, the Company
may not have on loan at any given time securities representing more than
one-third of its total assets.

                                       2

<PAGE>

         The Company interprets its policies with respect to borrowing and
lending to permit such activities as may be lawful for the Company, to the full
extent permitted by the 1940 Act or by exemption from the provisions therefrom
pursuant to an exemptive order of the SEC.

         Under the 1940 Act, the Company may, but does not intend to, invest up
to 10% of its total assets in the aggregate in shares of other investment
companies and up to 5% of its total assets in any one investment company,
provided the investment does not represent more than 3% of the voting stock of
the acquired investment company at the time such shares are purchased. As a
shareholder in any investment company, the Company will bear its ratable share
of that investment company's expenses, and would remain subject to payment of
the Company's advisory fees and other expenses with respect to assets so
invested. Holders of Common Shares would therefore be subject to duplicative
expenses to the extent the Company invests in other investment companies. In
addition, the securities of other investment companies may also be leveraged and
will therefore be subject to the same leverage risks described herein and in the
prospectus. As described in the prospectus in the section entitled "Leverage,"
the net asset value and market value of leveraged shares will be more volatile
and the yield to shareholders will tend to fluctuate more than the yield
generated by unleveraged shares.


                        INVESTMENT OBJECTIVE AND POLICIES

         The prospectus presents the investment objective and the principal
investment strategies and risks of the Company. This section supplements the
disclosure in the Company's prospectus and provides additional information on
the Company's investment policies, strategies and risks. Restrictions or
policies stated as a maximum percentage of the Company's assets are only applied
immediately after a portfolio investment to which the policy or restriction is
applicable (other than the limitations on borrowing). Accordingly, any later
increase or decrease resulting from a change in values, net assets or other
circumstances will not be considered in determining whether the investment
complies with the Company's restrictions and policies.

         The Company's investment objective is to seek a high level of total
return with an emphasis on current distributions paid to shareholders. For
purposes of the Company's investment objective, total return includes capital
appreciation of, and all distributions received from, securities in which the
Company will invest regardless of the tax character of the distribution. There
is no assurance that the Company will achieve its objective. The investment
objective and the investment policies discussed below are nonfundamental. The
Board of Directors of the Company may change the investment objective, or any
policy or limitation that is not fundamental, without a shareholder vote.
Shareholders will receive at least 60 days' prior written notice of any change
to the nonfundamental investment policy of investing at least 90% of total
assets in energy infrastructure companies. Unlike most other investment
companies, the Company will not be treated as a regulated investment company
under the U.S. Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code"). Therefore, the Company will be subject to federal and applicable state
corporate income taxes. The Company expects that a substantial portion of its
distributions to shareholders will be characterized for tax purposes as a return
of capital.

         Under normal circumstances, the Company will invest at least 90% of its
total assets (including assets obtained through leverage) in securities of
energy infrastructure companies. Energy infrastructure companies engage in the
business of transporting, processing, storing, distributing or marketing natural
gas, natural gas liquids (primarily propane), coal, crude oil or refined
petroleum products, or exploring, developing, managing or producing such
commodities. Companies that provide energy-related services to the foregoing
businesses are also considered energy infrastructure companies, if they derive
at least 50% of revenues from the provision of energy-related services to such
companies. The Company intends to invest at least 70% of its total assets in a
portfolio of equity securities of energy infrastructure companies that are MLPs
that the Adviser believes offer attractive distribution rates and capital

                                       3

<PAGE>

appreciation potential. MLP equity securities ("units") currently consist of
common units, convertible subordinated units and pay-in-kind units or I-Shares
("I-Shares"). The Company also may invest in other securities, consistent with
its investment objective and fundamental and non-fundamental policies.







         The following pages contain more detailed information about the types
of issuers and instruments in which the Company may invest, strategies the
Adviser may employ in pursuit of the Company's investment objective and a
discussion of related risks. The Adviser may not buy these instruments or use
these techniques unless it believes that doing so will help the Company achieve
its objective.

ENERGY INFRASTRUCTURE COMPANIES

         For purposes of the Company's policy of investing 90% of total assets
in securities of energy infrastructure companies, an energy infrastructure
company is one that derives at least 50% of its revenues from "Qualifying
Income" under Section 7704 of the Internal Revenue Code or one that derives at
least 50% of its revenues from the provision of services directly related to the
generation of Qualifying Income. Qualifying Income is defined as any income
and/or gains from the exploration, development, mining or production,
processing, refining, transportation (including pipelines transporting natural
gas, oil or products thereof), or the marketing of any mineral or natural
resource (including fertilizer, geothermal energy, and timber); or the
transportation, delivery or processing of natural resources or minerals.

         Energy infrastructure MLPs are limited partnerships that derive at
least 90% of their income from energy infrastructure operations. The business of
energy infrastructure MLPs is affected by supply and demand for energy
commodities because most MLPs derive revenue and income based upon the volume of
the underlying commodity transported, processed, distributed, and/or marketed.
Specifically, processing and coal MLPs may be directly affected by energy
commodity prices. Propane MLPs own the underlying energy commodity, and
therefore have direct exposure to energy commodity prices, although the Adviser
intends to seek high quality MLPs that are able to mitigate or manage direct
margin exposure to commodity prices. Pipeline MLPs have indirect commodity
exposure to oil and gas price volatility because although they do not own the
underlying energy commodity, the general level of commodity prices may affect
the volume of the commodity the MLP delivers to its customers and the cost of
providing services such as distributing NGLs. The MLP sector in general could be
hurt by market perception that MLP's performance and valuation are directly tied
to commodity prices.

         Energy infrastructure companies (other than most pipeline MLPs) do not
operate as "public utilities" or "local distribution companies," and are
therefore not subject to rate regulation by state or federal utility
commissions. However, energy infrastructure companies may be subject to greater
competitive factors than utility companies, including competitive pricing in the
absence of regulated tariff rates, which could cause a reduction in revenue and
which could adversely affect profitability. Most pipeline MLPs are subjected to
government regulation concerning the construction, pricing and operation of
pipelines. Pipeline MLPs are able to set prices (rates or tariffs) to cover
operating costs, depreciation and taxes, and provide a return on investment.
These rates are monitored by the Federal Energy Regulatory Commission (FERC)
which seeks to ensure that consumers receive adequate and reliable supplies of
energy at the lowest possible price while providing energy suppliers and
transporters a just and reasonable return on capital investment and the
opportunity to adjust to changing market conditions.

         Energy infrastructure MLPs in which the Company will invest can
generally be classified in the following categories:

         Pipeline MLPs are common carrier transporters of natural gas, natural
gas liquids (primarily propane, ethane, butane and natural gasoline), crude oil
or refined petroleum products (gasoline, diesel fuel and jet fuel). Pipeline
MLPs also may operate ancillary businesses such as storage and marketing of

                                       4

<PAGE>

such products. Revenue is derived from capacity and transportation fees.
Historically, pipeline output has been less exposed to cyclical economic forces
due to its low cost structure and government-regulated nature. In addition, most
pipeline MLPs have limited direct commodity price exposure because they do not
own the product being shipped.

         Processing MLPs are gatherers and processors of natural gas as well as
providers of transportation, fractionation and storage of natural gas liquids
("NGLs"). Revenue is derived from providing services to natural gas producers,
which require treatment or processing before their natural gas commodity can be
marketed to utilities and other end user markets. Revenue for the processor is
fee based, although it is not uncommon to have some participation in the prices
of the natural gas and NGL commodities for a portion of revenue.

         Propane MLPs are distributors of propane to homeowners for space and
water heating. Revenue is derived from the resale of the commodity on a margin
over wholesale cost. The ability to maintain margin is a key to profitability.
Propane serves approximately 3% of the household energy needs in the United
States, largely for homes beyond the geographic reach of natural gas
distribution pipelines. Approximately 70% of annual cash flow is earned during
the winter heating season (October through March). Accordingly, volumes are
weather dependent, but have utility type functions similar to electricity and
natural gas.

         Coal MLPs own, lease and manage coal reserves. Revenue is derived from
production and sale of coal, or from royalty payments related to leases to coal
producers. Electricity generation is the primary use of coal in the United
States. Demand for electricity and supply of alternative fuels to generators are
the primary drivers of coal demand. Coal MLPs are subject to operating and
production risks, such as: the MLP or a lessee meeting necessary production
volumes; federal, state and local laws and regulations which may limit the
ability to produce coal; the MLP's ability to manage production costs and pay
mining reclamation costs; and the effect on demand that the Clean Air Act
standards have on coal-end users.

         MLPs typically achieve distribution growth by internal and external
means. MLPs achieve growth internally by experiencing higher commodity volume
driven by the economy and population, and through the expansion of existing
operations including increasing the use of underutilized capacity, pursuing
projects that can leverage and gain synergies with existing infrastructure and
pursuing so called "greenfield projects." External growth is achieved by making
accretive acquisitions. While opportunities for growth by acquisition appear
abundant based on current market conditions, especially for smaller MLPs, the
Adviser expects MLPs to grow primarily through internal means.

         MLPs are subject to various federal, state and local environmental laws
and health and safety laws as well as laws and regulations specific to their
particular activities. Such laws and regulations address: health and safety
standards for the operation of facilities, transportation systems and the
handling of materials; air and water pollution requirements and standards; solid
waste disposal requirements; land reclamation requirements; and requirements
relating to the handling and disposition of hazardous materials. Energy
infrastructure MLPs are subject to the costs of compliance with such laws
applicable to them, and changes in such laws and regulations may adversely
affect their results of operations.

         MLPs operating interstate pipelines and storage facilities are subject
to substantial regulation by the Federal Energy Regulatory Commission ("FERC"),
which regulates interstate transportation rates, services and other maters
regarding natural gas pipelines including: the establishment of rates for
service; regulation of pipeline storage and liquified natural gas facility
construction; issuing certificates of need for companies intending to provide
energy services or constructing and operating interstate pipeline and storage
facilities; and certain other matters. FERC also regulates the interstate
transportation of crude oil,

                                       5

<PAGE>

including: regulation of rates and practices of oil pipeline companies;
establishing equal service conditions to provide shippers with equal access to
pipeline transportation; and establishment of reasonable rates for transporting
petroleum and petroleum products by pipeline.

         Energy infrastructure MLPs may be subject to liability relating to the
release of substances into the environment, including liability under federal
"SuperFund" and similar state laws for investigation and remediation of releases
and threatened releases of hazardous materials, as well as liability for injury
and property damage for accidental events, such as explosions or discharges of
materials causing personal injury and damage to property. Such potential
liabilities could have a material adverse effect upon the financial condition
and results of operations of energy infrastructure MLPs.

         Energy infrastructure MLPs are subject to numerous business related
risks, including: deterioration of business fundamentals reducing profitability
due to development of alternative energy sources, changing demographics in the
markets served, unexpectedly prolonged and precipitous changes in commodity
prices and increased competition which takes market share; the lack of growth of
markets requiring growth through acquisitions; disruptions in transportation
systems; the dependence of certain MLPs upon the energy exploration and
development activities of unrelated third parties; availability of capital for
expansion and construction of needed facilities; a significant decrease in
natural gas production due to depressed commodity prices or otherwise; the
inability of MLPs to successfully integrate recent or future acquisitions; and
the general level of the economy.

         The energy industry and particular energy infrastructure companies may
be adversely affected by possible terrorist attacks, such as the attacks that
occurred on September 11, 2001. It is possible that facilities of energy
infrastructure companies, due to the critical nature of their energy businesses
to the United States, could be direct targets of terrorist attacks or be
indirectly affected by attacks on others. They may have to incur significant
additional costs in the future to safeguard their assets. In addition, changes
in the insurance markets after September 11, 2001 may make certain types in
insurance more difficult to obtain or obtainable only at significant additional
cost. To the extent terrorism results in a lower level economic activity, energy
consumption could be adversely affected, which would reduce revenues and impede
growth. Terrorist or war related disruption of the capital markets could also
affect the ability of energy infrastructure companies to raise needed capital.

MASTER LIMITED PARTNERSHIPS

         Under normal circumstances the Company will invest at least 70% of its
total assets in equity securities of MLPs. An MLP is a limited partnership the
interests in which (known as units) are traded on securities exchanges or
over-the-counter. Organization as a partnership eliminates tax at the entity
level.

         An MLP has one or more general partners (who may be individuals,
corporations, or other partnerships) which manage the partnership, and limited
partners, which provide capital to the partnership but have no role in its
management. Typically, the general partner is owned by company management or
another publicly traded sponsoring corporation. When an investor buys units in a
MLP, he or she becomes a limited partner.

         MLPs are formed in several ways. A nontraded partnership may decide to
go public. Several nontraded partnerships may roll up into a single MLP. A
corporation may spin-off a group of assets or part of its business into a MLP of
which it is the general partner, to realize the assets' full value on the
marketplace by selling the assets and using the cash proceeds received from the
MLP to address debt obligations or to invest in higher growth opportunities,
while retaining control of the MLP. A corporation may fully convert to a MLP,
although since 1986 the tax consequences have made this an unappealing option
for most corporations. Also, a newly formed company may operate as a MLP from
its inception.

                                       6

<PAGE>

         The sponsor or general partner of an MLP, other energy companies, and
utilities may sell assets to MLPs in order to generate cash to fund expansion
projects or repay debt. The MLP structure essentially transfers cash flows
generated from these acquired assets directly to MLP limited partner unit
holders.



         In the case of an MLP buying assets from its sponsor or general partner
the transaction is intended to be based upon comparable terms in the acquisition
market for similar assets. To help insure that appropriate protections are in
place. The board of the MLP generally creates an independent committee to review
and approve the terms of the transaction. The Committee often obtains a fairness
opinion and can retain counsel or other experts to assist its evaluation. Since
both parties normally have a significant equity stake in the MLP, both parties
are aligned to see that the transaction is accretive and fair to the MLP.

         MLPs tend to pay relatively higher distributions than other types of
companies and the Company intends to use these MLP distributions in an effort to
meet its investment objective.


         As a motivation for the general partner to successfully manage the MLP
and increase cash flows, the terms of MLPs typically provide that the general
partner receives a larger portion of the net income as distributions reach
higher target levels. As cash flow grows, the general partner receives a greater
interest in the incremental income compared to the interest of limited partners.
Although the percentages vary among MLPs, the general partner's marginal
interest in distributions generally increases from 2% to 15% at the first
designated distribution target level moving up to 25% and ultimately 50% as
pre-established distribution per unit thresholds are met. Nevertheless, the
aggregate amount distributed to limited partners will increase as MLP
distributions reach higher target levels. Given this incentive structure, the
general partner has an incentive to streamline operations and undertake
acquisitions and growth projects in order to increase distributions to all
partners.

         Because the MLP itself does not pay tax, its income or loss is
allocated to its investors, irrespective of whether the investors receive any
cash payment from the MLP. An MLP typically makes quarterly cash distributions.
Although they resemble corporate dividends, MLP distributions are treated
differently for tax purposes. The MLP distribution is treated as a return of
capital to the extent of the investor's basis in his MLP interest and, to the
extent the distribution exceeds the investor's basis in the MLP, capital gain.
The investor's original basis is the price paid for the units. The basis is
adjusted downwards with each distribution and allocation of deductions (such as
depreciation) and losses, and upwards with each allocation of taxable income.

         When the units are sold, the difference between the sales price and the
investor's adjusted basis equals taxable gain. The partner will not be taxed on
distributions until (1) he sells his MLP units and pays tax on his gain, which
gain is increased due to the basis decrease due to prior distributions; or (2)
his basis reaches zero.

         For a further discussion and a description of MLP tax matters, see the
section entitled "U.S. Federal Income Tax Matters."

THE COMPANY'S INVESTMENTS

         The types of securities in which the Company may invest include, but
are not limited to the following:

         Equity Securities. Consistent with its investment objective, the
Company may invest up to 100% of its total assets in equity securities issued by
energy infrastructure MLPs, including common units, convertible subordinated
units and I-Shares units (each discussed below). The Company may also invest up
to 30% of total assets in equity securities of non-MLPs.

         The value of equity securities will be affected by changes in the stock
markets, which may be the result of domestic or international political or
economic news, changes in interest rates or changing investor sentiment. At
times, stock markets can be volatile and stock prices can change substantially.
Equity securities risk will affect the Company's net asset value per share,
which will fluctuate as the value of the securities held by the Company change.
Not all stock prices change uniformly or at the same time, and not all stock
markets move in the same direction at the same time. Other factors affect a
particular stock's prices, such as poor earnings reports by an issuer, loss of
major customers, major litigation against an issuer, or changes in governmental
regulations affecting an industry. Adverse news affecting one

                                       7

<PAGE>

company can sometimes depress the stock prices of all companies in the same
industry. Not all factors can be predicted.

         Investing in securities of smaller companies may involve greater risk
than is associated with investing in more established companies. Smaller
capitalization companies may have limited product lines, markets or financial
resources; may lack management depth or experience; and may be more vulnerable
to adverse general market or economic developments than larger more established
companies.

         MLP Common Units. MLP common units represent an equity ownership
interest in a partnership, providing limited voting rights and entitling the
holder to a share of the company's success through distributions and/or capital
appreciation. Unlike shareholders of a corporation, common unit holders do not
elect directors annually and generally have the right to vote only on certain
significant events, such as mergers, a sale of substantially all of the assets,
removal of the general partner or material amendments to the partnership
agreement. MLPs are required by their partnership agreements to distribute a
large percentage of their current operating earnings. Common unit holders
generally have first right to a MQD prior to distributions to the convertible
subordinated unit holders or the general partner (including incentive
distributions). Common unit holders typically have arrearage rights if the MQD
is not met. In the event of liquidation, MLP common unit holders have first
rights to the partnership's remaining assets after bondholders, other debt
holders, and preferred unit holders have been paid in full. MLP common units
trade on a national securities exchange or over-the-counter.




         MLP Convertible Subordinated Units. MLP convertible subordinated units
are typically issued by MLPs to founders, corporate general partners of MLPs,
entities that sell assets to the MLP, and institutional investors. The purpose
of the convertible subordinated units is to increase the likelihood that during
the subordination period there will be available cash to be distributed to
common unit holders. The Company expects to purchase subordinated units in
direct placements from such persons. Convertible subordinated units generally
are not entitled to distributions until holders of common units have received
specified MQD, plus any arrearages, and may receive less in distributions upon
liquidation. Convertible subordinated unit holders generally are entitled to MQD
prior to the payment of incentive distributions to the general partner, but are
not entitled to arrearage rights. Therefore, they generally entail greater risk
than MLP common units. They are generally convertible automatically into the
senior common units of the same issuer at a one-to-one ratio upon the passage of
time or the satisfaction of certain financial tests. These units do not trade on
a national exchange or over-the-counter, and there is no active market for
convertible subordinated units. The value of a convertible security is a
function of its worth if converted into the underlying common units. Convertible
subordinated units generally have similar voting rights to MLP common units.



         MLP I-Shares. I-Shares represent an indirect investment in MLP common
units. I-Shares are equity securities issued by affiliates of MLPs, typically a
limited liability company, that owns an interest in and manages the MLP. The
issuer has management rights but is not entitled to incentive distributions. The
I-Share issuer's assets consist exclusively of MLP common units. Distributions
to I-Share holders are made in the form of additional I-Shares, generally equal
in amount to the cash distribution received by common unit holders of MLP. The
issuer of the I-Share is taxed as a corporation, however, the MLP does not
allocate income or loss to the I-Share issuer. Accordingly, investors receive a
Form 1099, are not allocated their proportionate share of income of the MLP and
are not subject to state filing obligations. Distributions of I-Shares do not
generate UBTI and are qualifying income for mutual fund investors.

         Debt Securities. The Company may invest up to 25% of its assets in debt
securities of energy infrastructure companies, including certain securities
rated below investment grade. The Company's debt securities may have fixed or
variable principal payments and all types of interest rate and dividend

                                       8

<PAGE>

payment and reset terms, including fixed rate, adjustable rate, zero coupon,
contingent, deferred, payment in kind and auction rate features. If a security
satisfies the Company's minimum rating criteria at the time of purchase and is
subsequently downgraded below such rating, the Company will not be required to
dispose of such security. If a downgrade occurs, the Adviser will consider what
action, including the sale of such security, is in the best interest of the
Company and its shareholders.



         Below Investment Grade Debt Securities. The Company may invest up to
25% of the Company's assets in below investment grade securities. The below
investment grade debt securities in which the Company invests are rated from B3
to Ba1 by Moody's, from B- to BB+ by S&P's, are comparably rated by another
nationally recognized rating agency or are unrated but determined by the Adviser
to be of comparable quality.

         Investment in below investment grade securities involves substantial
risk of loss. Below investment grade debt securities or comparable unrated
securities are commonly referred to as "junk bonds" and are considered
predominantly speculative with respect to the issuer's ability to pay interest
and principal and are susceptible to default or decline in market value due to
adverse economic and business developments. The market values for high yield
securities tend to be very volatile, and these securities are less liquid than
investment grade debt securities. For these reasons, your investment in the
Company is subject to the following specific risks:

         -        increased price sensitivity to changing interest rates and to
                  a deteriorating economic environment;

         -        greater risk of loss due to default or declining credit
                  quality;

         -        adverse company specific events are more likely to render the
                  issuer unable to make interest and/or principal payments; and

         -        if a negative perception of the below investment grade debt
                  market develops, the price and liquidity of below investment
                  grade debt securities may be depressed. This negative
                  perception could last for a significant period of time.


         Adverse changes in economic conditions are more likely to lead to a
weakened capacity of a below investment grade debt issuer to make principal
payments and interest payments than an investment grade issuer. The principal
amount of below investment grade securities outstanding has proliferated in the
past decade as an increasing number of issuers have used below investment grade
securities for corporate financing. An economic downturn could severely affect
the ability of highly leveraged issuers to service their debt obligations or to
repay their obligations upon maturity. Similarly, down-turns in profitability in
specific industries, such as the energy infrastructure industry, could adversely
affect the ability of below investment grade debt issuers in that industry to
meet their obligations. The market values of lower quality debt securities tend
to reflect individual developments of the issuer to a greater extent than do
higher quality securities, which react primarily to fluctuations in the general
level of interest rates. Factors having an adverse impact on the market value of
lower quality securities may have an adverse effect on the Company's net asset
value and the market value of its Common Shares. In addition, the Company may
incur additional expenses to the extent it is required to seek recovery upon a
default in payment of principal or interest on its portfolio holdings. In
certain circumstances, the Company may be required to foreclose on an issuer's
assets and take possession of its property or operations. In such circumstances,
the Company would incur additional costs in disposing of such assets and
potential liabilities from operating any business acquired.

         The secondary market for below investment grade securities may not be
as liquid as the secondary market for more highly rated securities, a factor
which may have an adverse effect on the

                                       9

<PAGE>

Company's ability to dispose of a particular security when necessary to meet its
liquidity needs. There are fewer dealers in the market for below investment
grade securities than investment grade obligations. The prices quoted by
different dealers may vary significantly and the spread between the bid and
asked price is generally much larger than higher quality instruments. Under
adverse market or economic conditions, the secondary market for below investment
grade securities could contract further, independent of any specific adverse
changes in the condition of a particular issuer, and these instruments may
become illiquid. As a result, the Company could find it more difficult to sell
these securities or may be able to sell the securities only at prices lower than
if such securities were widely traded. Prices realized upon the sale of such
lower rated or unrated securities, under these circumstances, may be less than
the prices used in calculating the Company's net asset value.

         Because investors generally perceive that there are greater risks
associated with lower quality debt securities of the type in which the Company
may invest a portion of its assets, the yields and prices of such securities may
tend to fluctuate more than those for higher rated securities. In the lower
quality segments of the debt securities market, changes in perceptions of
issuers' creditworthiness tend to occur more frequently and in a more pronounced
manner than do changes in higher quality segments of the debt securities market,
resulting in greater yield and price volatility.

         The Company will not invest in distressed, below investment grade
securities (those that are in default or the issuers of which are in
bankruptcy). If a debt security becomes distressed while held by the Company,
the Company may be required to bear certain extraordinary expenses in order to
protect and recover its investment if it is recoverable at all.

         See Appendix A to this statement of additional information for a
description of Moody's and S&P's ratings.

         Restricted, Illiquid and Thinly-Traded Securities. The Company may
invest up to 30% of total assets in direct placements (restricted securities).
Securities obtained by means of direct placement are less liquid than securities
traded in the open market. The Company may therefore not be able to readily sell
such securities. Investments currently considered by the Adviser to be illiquid
because of such restrictions include subordinated convertible units and direct
placements of common units. Such securities are unlike securities that are
traded in the open market and which can be expected to be sold immediately if
the market is adequate. The sale price of securities that are not readily
marketable may be lower or higher than the Company's most recent determination
of their fair value. Additionally, the value of these securities typically
requires more reliance on the judgment of the Adviser than that required for
securities for which there is an active trading market. Due to the difficulty in
valuing these securities and the absence of an active trading market for these
investments, the Company may not be able to realize these securities' true
value, or may have to delay their sale in order to do so.

         Restricted securities generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the 1933 Act, or
in a registered public offering. The Adviser has the ability to deem restricted
securities as liquid. To enable the Company to sell its holdings of a restricted
security not registered under the 1933 Act, the Company may have to cause those
securities to be registered. When the Company must arrange registration because
the Company wishes to sell the security, a considerable period may elapse
between the time the decision is made to sell the security and the time the
security is registered so that the Company could sell it. The Company would bear
the risks of any downward price fluctuation during that period.

         In recent years, a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including private
placements, repurchase agreements, commercial paper, foreign securities and
corporate bonds and notes. These instruments are often restricted securities
because the securities are either themselves exempt from registration or sold in
transactions not requiring

                                       10

<PAGE>

registration, such as Rule 144A transactions. Institutional investors generally
will not seek to sell these instruments to the general public, but instead will
often depend on an efficient institutional market in which such unregistered
securities can be readily resold or on an issuer's ability to honor a demand for
repayment. Therefore, the fact that there are contractual or legal restrictions
on resale to the general public or certain institutions is not dispositive of
the liquidity of such investments.

         Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted securities
that exist or may develop as a result of Rule 144A may provide both readily
ascertainable values for restricted securities and the ability to liquidate an
investment. An insufficient number of qualified institutional buyers interested
in purchasing Rule 144A-eligible securities held by the Company, however, could
affect adversely the marketability of such portfolio securities and the Company
might be unable to dispose of such securities promptly or at reasonable prices.

         The Company may also invest in securities that may not be restricted,
but are thinly-traded. Although securities of certain MLPs trade on the NYSE,
the AMEX, the NASDAQ National Market or other securities exchanges or markets,
such securities may trade less than those of larger companies due to their
relatively smaller capitalizations. Such securities may be difficult to dispose
of at a fair price during times when the Company believes it is desirable to do
so. Thinly-traded securities are also more difficult to value and the Adviser's
judgment as to value will often be given greater weight than market quotations,
if any exist. If market quotations are not available, thinly-traded securities
will be valued in accordance with procedures established by the Board.
Investment of the Company's capital in thinly-traded securities may restrict the
Company's ability to take advantage of market opportunities. The risks
associated with thinly-traded securities may be particularly acute in situations
in which the Company's operations require cash and could result in the Company
borrowing to meet its short term needs or incurring losses on the sale of
thinly-traded securities.

         Commercial Paper. The Company may invest in commercial paper.
Commercial paper is a debt obligation usually issued by corporations and may be
unsecured or secured by letters of credit or a surety bond. Commercial paper is
usually repaid at maturity by the issuer from the proceeds of the issuance of
new commercial paper. As a result, investment in commercial paper is subject to
the risk that the issuer cannot issue enough new commercial paper to satisfy its
outstanding commercial paper, also known as rollover risk.

         Asset-backed commercial paper is a debt obligation generally issued by
a corporate-sponsored special purpose entity to which the corporation has
contributed cash-flowing receivables like credit card receivables, auto and
equipment leases, and other receivables. Investment in asset-backed commercial
paper is subject to the risk that insufficient proceeds from the projected cash
flows of the contributed receivables are available to repay the commercial
paper.

         U.S. Government Securities. The Company may invest in U.S. Government
Securities. There are two broad categories of U.S. Government-related debt
instruments: (a) direct obligations of the U.S. Treasury, and (b) securities
issued or guaranteed by U.S. Government agencies.

         Examples of direct obligations of the U.S. Treasury are Treasury Bills,
Notes, Bonds and other debt securities issued by the U.S. Treasury. These
instruments are backed by the "full faith and credit" of the United States. They
differ primarily in interest rates, the length of maturities and the dates of
issuance. Treasury bills have original maturities of one year or less. Treasury
notes have original maturities of one to ten years and Treasury bonds generally
have original maturities of greater than ten years.

                                       11

<PAGE>

         Some agency securities are backed by the full faith and credit of the
United States and others are backed only by the rights of the issuer to borrow
from the U.S. Treasury (such as Federal Home Loan Bank Bonds and Federal
National Mortgage Association Bonds), while still others, such as the securities
of the Federal Farm Credit Bank, are supported only by the credit of the issuer.
With respect to securities supported only by the credit of the issuing agency or
by an additional line of credit with the U.S. Treasury, there is no guarantee
that the U.S. Government will provide support to such agencies and such
securities may involve risk of loss of principal and interest.

         Repurchase Agreements. The Company may enter into "repurchase
agreements" backed by U.S. Government Securities. A repurchase agreement arises
when the Company purchases a security and simultaneously agrees to resell it to
the vendor at an agreed upon future date. The resale price is greater than the
purchase price, reflecting an agreed upon market rate of return that is
effective for the period of time the Company holds the security and that is not
related to the coupon rate on the purchased security. Such agreements generally
have maturities of no more than seven days and could be used to permit the
Company to earn interest on assets awaiting long term investment. The Company
requires continuous maintenance by the custodian for the Company's account in
the Federal Reserve/Treasury Book Entry System of collateral in an amount equal
to, or in excess of, the market value of the securities that are the subject of
a repurchase agreement. Repurchase agreements maturing in more than seven days
are considered illiquid securities. In the event of a bankruptcy or other
default of a seller of a repurchase agreement, the Company could experience both
delays in liquidating the underlying security and losses, including: (a)
possible decline in the value of the underlying security during the period while
the Company seeks to enforce its rights thereto; (b) possible subnormal levels
of income and lack of access to income during this period; and (c) expenses of
enforcing its rights.

         Reverse Repurchase Agreements. The Company may enter into reverse
repurchase agreements for temporary purposes with banks and securities dealers
if the creditworthiness of the bank or securities dealer has been determined by
the Adviser to be satisfactory. A reverse repurchase agreement is a repurchase
agreement in which the Company is the seller of, rather than the investor in,
securities and agrees to repurchase them at an agreed-upon time and price. Use
of a reverse repurchase agreement may be preferable to a regular sale and later
repurchase of securities because it avoids certain market risks and transaction
costs.

         At the time when the Company enters into a reverse repurchase
agreement, liquid assets (cash, U.S. Government Securities or other "high-grade"
debt obligations) of the Company having a value at least as great as the
purchase price of the securities to be purchased will be segregated on the books
of the Company and held by the custodian throughout the period of the
obligation. The use of reverse repurchase agreements by the Company creates
leverage which increases the Company's investment risk. If the income and gains
on securities purchased with the proceeds of these transactions exceed the cost,
the Company's earnings or net asset value will increase faster than otherwise
would be the case; conversely, if the income and gains fail to exceed the cost,
earnings or net asset value would decline faster than otherwise would be the
case. The Company intends to enter into reverse repurchase agreements only if
the income from the investment of the proceeds is greater than the expense of
the transaction, because the proceeds are invested for a period no longer than
the term of the reverse repurchase agreement.

         Margin Borrowing. Although it does not currently intend to, the Company
may in the future use margin borrowing of up to 33 1/3% of total assets for
investment purposes when the Adviser believes it will enhance returns. Margin
borrowings by the Company create certain additional risks. For example, should
the securities that are pledged to brokers to secure margin accounts decline in
value, or should brokers from which the Company has borrowed increase their
maintenance margin requirements (i.e., reduce the percentage of a position that
can be financed), then the Company could be subject to a "margin call," pursuant
to which it must either deposit additional funds with the broker or suffer
mandatory

                                       12

<PAGE>

liquidation of the pledged securities to compensate for the decline in value. In
the event of a precipitous drop in the value of the assets of the Company, it
might not be able to liquidate assets quickly enough to pay off the margin debt
and might suffer mandatory liquidation of positions in a declining market at
relatively low prices, thereby incurring substantial losses. For these reasons,
the use of borrowings for investment purposes is considered a speculative
investment practice.

         Interest Rate Transactions. In an attempt to reduce the interest rate
risk arising from the Company's leveraged capital structure, the Company may
enter into interest rate transactions such as swaps, caps and floors. The use of
interest rate transactions is a highly specialized activity that involves
investment techniques and risks different from those associated with ordinary
portfolio security transactions. In an interest rate swap, the Company would
agree to pay to the other party to the interest rate swap (which is known as the
"counterparty") a fixed rate payment in exchange for the counterparty agreeing
to pay to the Company a variable rate payment that is intended to approximate
the Company's variable rate payment obligation on any variable rate borrowings.
The payment obligations would be based on the notional amount of the swap. In an
interest rate cap, the Company would pay a premium to the counterparty to the
interest rate cap and, to the extent that a specified variable rate index
exceeds a predetermined fixed rate, would receive from the counterparty payments
of the difference based on the notional amount of such cap. In an interest rate
floor, the Company would be entitled to receive, to the extent that a specified
index falls below a predetermined interest rate, payments of interest on a
notional principal amount from the party selling the interest rate floor.
Depending on the state of interest rates in general, the Company's use of
interest rate transactions could enhance or decrease Distributable Cash Flow
available to the Common Shares. To the extent there is a decline in interest
rates, the value of the interest rate transactions could decline, and could
result in a decline in the net asset value of the Common Shares. In addition, if
the counterparty to an interest rate transaction defaults, the Company would not
be able to use the anticipated net receipts under the interest rate transaction
to offset the Company's cost of financial leverage.

         Delayed-Delivery Transactions. Securities may be bought and sold on a
delayed-delivery or when-issued basis. These transactions involve a commitment
to purchase or sell specific securities at a predetermined price or yield, with
payment and delivery taking place after the customary settlement period for that
type of security. Typically, no interest accrues to the purchaser until the
security is delivered. The Company may receive fees or price concessions for
entering into delayed-delivery transactions.

         When purchasing securities on a delayed-delivery basis, the purchaser
assumes the rights and risks of ownership, including the risks of price and
yield fluctuations and the risk that the security will not be issued as
anticipated. Because payment for the securities is not required until the
delivery date, these risks are in addition to the risks associated with the
Company's investments. If the Company remains substantially fully invested at a
time when delayed-delivery purchases are outstanding, the delayed-delivery
purchases may result in a form of leverage. When delayed-delivery purchases are
outstanding, the Company will set aside appropriate liquid assets in a
segregated custodial account to cover the purchase obligations. When the Company
has sold a security on a delayed-delivery basis, the Company does not
participate in further gains or losses with respect to the security. If the
other party to a delayed-delivery transaction fails to deliver or pay for the
securities, the Company could miss a favorable price or yield opportunity or
suffer a loss.

         Securities Lending. The Company may lend securities to parties such as
broker-dealers or institutional investors. Securities lending allows the Company
to retain ownership of the securities loaned and, at the same time, to earn
additional income. Since there may be delays in the recovery of loaned
securities, or even a loss of rights in collateral supplied should the borrower
fail financially, loans will be made only to parties deemed by the Adviser to be
of good credit and legal standing. Furthermore, loans

                                       13
<PAGE>

of securities will only be made if, in the Adviser's judgment, the consideration
to be earned from such loans would justify the risk.

         The Adviser understands that it is the current view of the Commission
staff that the Company may engage in loan transactions only under the following
conditions: (1) the Company must receive 100% collateral in the form of cash or
cash equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, the Company must be able to terminate the
loan at any time; (4) the Company must receive reasonable interest on the loan
or a flat fee from the borrower, as well as amounts equivalent to any dividends,
interest, or other distributions on the securities loaned and to any increase in
market value; (5) the Company may pay only reasonable custodian fees in
connection with the loan; and (6) the Board must be able to vote proxies on the
securities loaned, either by terminating the loan or by entering into an
alternative arrangement with the borrower.

         Defensive and Temporary Investments. Under adverse market or economic
conditions or pending investment of offering or leverage proceeds, the Company
may invest up to 100% of its total assets in securities issued or guaranteed by
the U.S. Government or its instrumentalities or agencies, short-term debt
securities, certificates of deposit, bankers' acceptances and other bank
obligations, commercial paper rated in the highest category by a rating agency
or other fixed income securities deemed by the Adviser to be consistent with a
defensive posture, or may hold cash. The Adviser also may invest in such
instruments to meet working capital needs including, but not limited to, the
need for collateral in connection with certain investment techniques, to hold a
reserve pending payment of dividends, and to facilitate the payments of expenses
and settlement of trades. The yield on such securities may be lower than the
returns on MLPs or yields on lower rated fixed income securities. To the extent
the Company uses this strategy, it may not achieve its investment objective.

                            MANAGEMENT OF THE COMPANY

DIRECTORS AND OFFICERS

         The business and affairs of the Company are managed under the direction
of the Board of Directors. Accordingly, the Company's Board of Directors
provides broad supervision over the affairs of the Company, including
supervision of the duties performed by the Adviser. The officers of the Company
are responsible for the Company's day-to-day operations. The directors and
officers of the Company and their principal occupations and other affiliations
during the past five years are set forth below. Each director and officer will
hold office until his successor is duly elected and qualified, or until he
resigns or is removed in the manner provided by law. Unless otherwise indicated,
the address of each director and officer is 10801 Mastin Boulevard, Overland
Park, Kansas 66210.

<TABLE>
<CAPTION>
                               POSITION(s) HELD
                               WITH COMPANY AND                                                           OTHER
                                LENGTH OF TIME             PRINCIPAL OCCUPATION DURING             DIRECTORSHIPS HELD BY
     NAME AND AGE                  SERVED                        PAST FIVE YEARS                          DIRECTOR
- ------------------------    ----------------------   ---------------------------------------   ------------------------------
<S>                         <C>                      <C>                                       <C>
INDEPENDENT DIRECTORS

Conrad S. Ciccotello, 43    Director since 2003      Associate Professor of Risk Management    None
                                                     and Insurance, Robinson College of
                                                     Business, Georgia State University;
                                                     Director of Graduate Personal Financial
                                                     Planning (PFP) Programs, Editor,
                                                     "Financial Services Review," (an
</TABLE>

                                               14
<PAGE>

<TABLE>
<CAPTION>
                               POSITION(s) HELD
                               WITH COMPANY AND                                                           OTHER
                                LENGTH OF TIME             PRINCIPAL OCCUPATION DURING             DIRECTORSHIPS HELD BY
     NAME AND AGE                  SERVED                        PAST FIVE YEARS                          DIRECTOR
- ------------------------    ----------------------   ---------------------------------------   ------------------------------
<S>                         <C>                      <C>                                       <C>
                                                     academic journal dedicated to the study
                                                     of individual financial management);
                                                     Formerly, faculty member,
                                                     Pennsylvania State University.

John R. Graham, 58          Director since 2003      Executive-in-Residence and Professor of   Erie Indemnity Company; Erie
                                                     Finance, College of Business              Family Life Insurance Company;
                                                     Administration, Kansas State University   Kansas State Bank
                                                     (has served as a professor or adjunct
                                                     professor since 1970); Chairman of the
                                                     Board, President and CEO, Graham
                                                     Capital Management, Inc. and Owner of
                                                     Graham Ventures; Formerly, CEO, Kansas
                                                     Farm Bureau Financial Services,
                                                     including seven affiliated insurance or
                                                     financial service companies (1979-2000).

Charles E. Heath, 61        Director since 2003      Retired in 1999. Formerly, Chief          None
                                                     Investment Officer, General Electric's
                                                     Employers Reinsurance Corporation
                                                     (1989-1999). CFA since 1974.

INTERESTED DIRECTORS AND OFFICERS

H. Kevin Birzer(1), 44      Director and Chairman    Partner/Senior Analyst, Fountain          None
                            of the Board since       Capital; Manager of the Adviser;
                            2003                     Formerly, President, F. Martin Koenig &
                                                     Co.; Vice President, Corporate Finance
                                                     Department, Drexel Burnham Lambert
                                                     (1986-1989).

Terry C. Matlack(1), 47     Director, Treasurer and  Managing Director, KCEP;                  ACT
Address:                    Chief Financial Officer  Manager of the Adviser; Formerly,         Telecommunication, Inc.; Trendstar
233 West 47th Street,       since 2003               President, GreenStreet Capital.           Investment Trust (open-end small cap
Kansas City, MO 64112                                                                          investment fund)

David J. Schulte, 42        President and Chief      Managing Director, KCEP (1993-present);   Inergy, L.P. and Elecsys Corp.
                            Executive Officer since  Manager of the Adviser. CFA since 1992;
                            2003                     Member, Financial Accounting Policy
                                                     Committee of AIMR.

Zachary A. Hamel, 39        Secretary since 2003     Partner/Senior Analyst with Fountain      None
                                                     Capital (1997-present);
</TABLE>

                                             15
<PAGE>
<TABLE>
<CAPTION>
                               POSITION(s) HELD
                               WITH COMPANY AND                                                           OTHER
                                LENGTH OF TIME             PRINCIPAL OCCUPATION DURING              DIRECTORSHIPS HELD
     NAME AND AGE                  SERVED                        PAST FIVE YEARS                        BY DIRECTOR
- ------------------------    ----------------------   ---------------------------------------   ------------------------------
<S>                         <C>                      <C>                                       <C>
                                                     Manager of the Adviser.

Kenneth P. Malvey, 38       Assistant Treasurer      Investment Analyst, Fountain Capital      None
                            Since 2003               Management (2002-present). Formerly,
                                                     Investment Risk Manager and member of
                                                     the Global Office of Investments, GE
                                                     Capital's Employers Reinsurance
                                                     Corporation.

Andrew P. Chica, 28         Assistant Secretary      Compliance Officer (2000-present)         None
                            Since 2003               U.S. Bancorp Fund Services, LLC

Scott J. Schuenke, 24       Assistant Secretary      Compliance Officer (2002-present)         None
                            Since 2003               U.S. Bancorp Fund Services, LLC
</TABLE>

- -----------------
(1)    As a result of their respective positions held with the Adviser or its
       affiliates, these individuals are considered "interested persons" of the
       Adviser within the meaning of the 1940 Act.

         The Company has an Audit Committee that consists of three directors of
the Company who are not "interested persons" of the Company within the meaning
of the 1940 Act ("Independent Directors"). The Audit Committee members are
Charles E. Heath (Chairman), Conrad S. Ciccotello and John R. Graham. The Audit
Committee's function is to oversee the Company's accounting policies, financial
reporting and internal control system. The Audit Committee makes recommendations
regarding the selection of independent auditors of the Company, reviews the
independence of such firm, reviews the scope of the audit and internal controls,
considers and reports to the Board on matters relating to the Company's
accounting and financial reporting practices, and performs such other tasks as
the full Board deems necessary or appropriate.

         As the Company is a newly-organized closed-end management investment
company, no meetings of the above committees have been held in the current
fiscal year.

         Directors and officers of the Company who are interested persons of the
Company will receive no salary or fees from the Company. Each Independent
Director is expected to receive from the Company an annual retainer of $4,000
($6,000 for the Chairman of the Audit Committee) and a fee of $2,000 (and
reimbursement for related expenses) for each meeting of the Board or committee
meeting he or she attends. Each Independent Director will also receive $500 for
each telephone committee meeting. No director or officer will be entitled to
receive pension or retirement benefits from the Company.

         The table below sets forth the estimated compensation to be paid to the
directors by the Company for the period beginning on the commencement of
operations and ending on [November 30], 2004. As of date of this statement of
additional information, the Company was not operational and did not pay
compensation to the directors.

<TABLE>
<CAPTION>
NAME AND POSITION WITH THE COMPANY                AGGREGATE COMPENSATION FROM THE COMPANY*
- ----------------------------------                ----------------------------------------
<S>                                               <C>
INDEPENDENT DIRECTORS
Conrad S. Ciccotello                                             $16,000
John R. Graham                                                   $16,000
Charles E. Heath                                                 $18,000

INTERESTED DIRECTORS
H. Kevin Birzer                                                  $     0
Terry C. Matlack                                                 $     0
</TABLE>

                                       16
<PAGE>

- -------------------------
*      Because the Company has not completed its first fiscal year, compensation
       is estimated based upon payments to be made by the Company during the
       current fiscal year.

         The following table sets forth the dollar range of equity securities
beneficially owned by each director in the Company as of the date of this
statement of additional information.

<TABLE>
<CAPTION>
                                                       AGGREGATE DOLLAR RANGE OF
   NAME OF DIRECTOR                       COMPANY SECURITIES BENEFICIALLY OWNED BY DIRECTOR
   ----------------                       -------------------------------------------------
<S>                                       <C>
INDEPENDENT DIRECTORS
Conrad S. Ciccotello                                            None
John R. Graham                                                  None
Charles E. Heath                                                None
INTERESTED DIRECTORS
H. Kevin Birzer                                              Over $100,000
Terry C. Matlack                                         $10,001 - $50,000
</TABLE>

CONTROL PERSONS

         Eleven individuals, (the "Subscribers") all of whom are affiliated with
the Adviser, provided the initial capital for the Company by purchasing 23,047
shares of Common Shares of the Company for $550,250. As of the date of this
Statement of Additional Information, the Subscribers owned 100% of the
outstanding Common Shares. The Subscribers may be deemed to control the Company
until such time as they own less than 25% of the outstanding shares of the
Company. One of the subscribers, H. Kevin Birzer, 10801 Mastin Boulevard,
Overland Park, Kansas, individually may also be deemed to control the Company as
he owns 27.2% of the outstanding Common Shares.

         The table below lists each person who owns five percent or more of the
Company's outstanding securities:

<TABLE>
<CAPTION>
      NAME                          ADDRESS                      TYPE OF OWNERSHIP        % OF OWNERSHIP
- -----------------    -------------------------------------       -----------------        --------------
<S>                  <C>                                         <C>                      <C>
H. Kevin Birzer*     10801 Mastin Blvd., Overland Park, KS           Beneficial               27.2%

Zachary A. Hamel*    10801 Mastin Blvd., Overland Park, KS           Beneficial                8.2%

Terry C. Matlack*    10801 Mastin Blvd., Overland Park, KS           Beneficial                5.5%

Larry Powell         10801 Mastin Blvd., Overland Park, KS           Beneficial               18.2%

William Reisler      10801 Mastin Blvd., Overland Park, KS           Beneficial               14.5%

Kenneth P. Malvey*   10801 Mastin Blvd., Overland Park, KS           Beneficial                5.5%

David J. Schulte*    10801 Mastin Blvd., Overland Park, KS           Beneficial               11.8%
</TABLE>

- -------------------------
*      As of the date of this Statement of Additional Information, the officers
       and directors of the Company, as a group, own 57.2% of the Company's
       outstanding securities.

                                       17
<PAGE>

INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Maryland law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its shareholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty which is
established by a final judgment as being material to the cause of action. The
Charter contains such a provision which eliminates directors' and officers'
liability to the maximum extent permitted by Maryland law.

         The Charter authorizes the Company, to the maximum extent permitted by
Maryland law and the 1940 Act, to indemnify any present or former director or
officer or any individual who, while a director of the Company and at the
request of the Company, serves or has served another corporation, real estate
investment trust, partnership, joint venture, trust, employee benefit plan or
other enterprise as a director, officer, partner or trustee, from and against
any claim or liability to which that person may become subject or which that
person may incur by reason of his or her status as a present or former director
or officer of the Company and to pay or reimburse his or her reasonable expenses
in advance of final disposition of a proceeding. The Bylaws obligate the
Company, to the maximum extent permitted by Maryland law and the 1940 Act, to
indemnify any present or former director or officer or any individual who, while
a director of the Company and at the request of the Company, serves or has
served another corporation, real estate investment trust, partnership, joint
venture, trust, employee benefit plan or other enterprise as a director,
officer, partner or trustee and who is made a party to the proceeding by reason
of his service in that capacity from and against any claim or liability to which
that person may become subject or which that person may incur by reason of his
or her status as a present or former director or officer of the Company and to
pay or reimburse his or her reasonable expenses in advance of final disposition
of a proceeding. The Charter and Bylaws also permit the Company to indemnify and
advance expenses to any person who served a predecessor of the Company in any of
the capacities described above and any employee or agent of the Company or a
predecessor of the Company.

         Maryland law requires a corporation (unless its charter provides
otherwise, which the Company's Charter does not) to indemnify a director or
officer who has been successful in the defense of any proceeding to which he is
made a party by reason of his service in that capacity. Maryland law permits a
corporation to indemnify its present and former directors and officers, among
others, against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service in those or other capacities unless it
is established that (a) the act or omission of the director or officer was
material to the matter giving rise to the proceeding and (i) was committed in
bad faith or (ii) was the result of active and deliberate dishonesty, (b) the
director or officer actually received an improper personal benefit in money,
property or services or (c) in the case of any criminal proceeding, the director
or officer had reasonable cause to believe that the act or omission was
unlawful. However, under Maryland law, a Maryland corporation may not indemnify
for an adverse judgment in a suit by or in the right of the corporation or for a
judgment of liability on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification and then only for
expenses. In addition, Maryland law permits a corporation to advance reasonable
expenses to a director or officer upon the corporation's receipt of (a) a
written affirmation by the director or officer of his good faith belief that he
has met the standard of conduct necessary for indemnification by the corporation
and (b) a written undertaking by him or on his behalf to repay the amount paid
or reimbursed by the corporation if it is ultimately determined that the
standard of conduct was not met.

                                       18
<PAGE>

INVESTMENT ADVISER AND ACCOUNTING SERVICES PROVIDER

         Tortoise Capital Advisers, L.L.C. (the "Adviser") will serve as the
Company's investment adviser. The Adviser was formed by Fountain Capital
Management, L.L.C. ("Fountain Capital") and Kansas City Equity Partners, L.C.
("KCEP") in October 2002 to provide portfolio management services exclusively
with respect to energy infrastructure investments. The Adviser is controlled
equally by Fountain Capital and KCEP, each of which own half of all of the
voting shares of the Adviser.

         Fountain Capital was formed in 1990 and is focused primarily on
providing investment advisory services to institutional investors with respect
to below investment grade debt. Atlantic Asset Management LLC ("Atlantic") is a
minority owner, and an affiliate, of Fountain Capital. Fountain Capital had $2.4
billion of client assets under management as of December 31, 2003.

         KCEP was formed in 1993 and is focused solely on managing two private
equity funds, which have had combined committed capital of $110 million. KCEP
focuses on private equity investments in the Consumer, Telecom/Media and Natural
Resource Distribution and Services industries.

         Atlantic was formed in 1992 and provides, directly or through
affiliates, a variety of fixed-income investment advisory services including
investment grade bond and high-yield bond strategies, investment grade
collateralized debt obligations and mortgage hedge funds. Including Fountain
Capital, the Atlantic group had approximately $9.7 billion in assets under
management as of December 31, 2003.

         The Adviser is located at 10801 Mastin Boulevard, Suite 222, Overland
Park, Kansas 66210. The Adviser specializes in managing portfolios of MLPs and
other energy infrastructure companies. As of December 31, 2003, the Adviser and
its affiliates (including the Atlantic group) had approximately $367 million in
assets under management in the energy infrastructure industry.

         Pursuant to an Investment Advisory Agreement dated December 12, 2003,
(the "Advisory Agreement"), the Adviser shall, subject to overall supervision by
the Board, manage the investments of the Company. The Adviser will regularly
provide the Company with investment research advice and supervision and will
furnish continuously an investment program for the Company, consistent with the
investment objective and policies of the Company.

         Day-to-day management of the Company's portfolio will be the
responsibility of a team of investment analysts and portfolio managers led by
David J. Schulte. The Adviser has established a five member Investment
Committee. The members of the Committee are David J. Schulte, H. Kevin Birzer,
Terry C. Matlack, Zachary A. Hamel and Kenneth Malvey. Each member of the
committee, other than Mr. Schulte, has significant responsibilities with respect
to KCEP and/or Fountain Capital. All members of the Investment Committee have
undertaken to provide such services as necessary to fulfill the obligations of
the Advisor to the Company.

         In addition, the Adviser will be obligated to supply the Board and
officers of the Company with certain statistical information and reports, to
oversee the maintenance of various books and records and to arrange for the
preservation of records in accordance with applicable federal law and
regulations. Under the Investment Advisory Agreement, the Company will pay to
the Adviser quarterly, as compensation for the services rendered and expenses
paid by it, a fee equal on an annual basis to 0.95% of the Company's average
monthly Managed Assets. Managed Assets means the total assets of the Company
(including any assets attributable to leverage that may be outstanding) minus
accrued liabilities other than (i) deferred taxes, (ii) debt entered into for
the purpose of leverage and (iii) the aggregate liquidation preference of any
outstanding preferred shares.

                                       19
<PAGE>

         The Adviser has contractually agreed to waive or reimburse the Company
for fees and expenses, including the investment advisory fee and other expenses
in the amount of 0.23% of average monthly Managed Assets for the first two years
of the Company's operations and 0.10% of average monthly Managed Assets in years
three through five.

         Because the management fees paid to the Adviser are based upon a
percentage of the Company's Managed Assets, fees paid to the Adviser will be
higher if the Company is leveraged; thus, the Adviser will have an incentive to
leverage the Company. Because the fee reimbursement agreement is based on
Managed Assets, to the extent the Company is engaged in leverage, the gross
dollar amount of the Adviser's fee reimbursement obligations to the Company will
increase. The Adviser intends to leverage the Company only when it believes it
will serve the best interests of the shareholders. The Company's average monthly
Managed Assets are determined for the purpose of calculating the management fee
by taking the average of the monthly determinations of managed assets during a
given calendar quarter. The fees are payable for each calendar quarter within 5
days of the end of that quarter.

         The Advisory Agreement provides that the Company will pay all expenses
other than those expressly stated to be payable by the Adviser, which expenses
payable by the Company shall include, without implied limitation: (i) expenses
of maintaining the Company and continuing its existence, (ii) registration of
the Company under the 1940 Act, (iii) commissions, spreads, fees and other
expenses connected with the acquisition, holding and disposition of securities
and other investments including placement and similar fees in connection with
direct placements entered into on behalf of the Company, (iv) auditing,
accounting and legal expenses, (v) taxes and interest, (vi) governmental fees,
(vii) expenses of listing shares of the Company with a stock exchange, and
expenses of issue, sale, repurchase and redemption (if any) of interests in the
Company, including expenses of conducting tender offers for the purpose of
repurchasing Company interests, (viii) expenses of registering and qualifying
the Company and its shares under federal and state securities laws and of
preparing and filing registration statements and amendments for such purposes,
(ix) expenses of reports and notices to shareholders and of meetings of
shareholders and proxy solicitations therefor, (x) expenses of reports to
governmental officers and commissions, (xi) insurance expenses, (xii)
association membership dues, (xiii) fees, expenses and disbursements of
custodians and subcustodians for all services to the Company (including without
limitation safekeeping of funds, securities and other investments, keeping of
books, accounts and records, and determination of net asset values), (xiv) fees,
expenses and disbursements of transfer agents, dividend paying agents,
shareholder servicing agents and registrars for all services to the Company,
(xv) compensation and expenses of directors of the Company who are not members
of the Adviser's organization, (xvi) pricing and valuation services employed by
the Company, (xvii) all expenses incurred in connection with leveraging of the
Company's assets through a line of credit, or issuing and maintaining preferred
shares, (xviii) all expenses incurred in connection with the organization of the
Company and the initial public offering of Common Shares, and (xix) such
non-recurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of the Company to
indemnify its directors, officers and shareholders with respect thereto.

         The Advisory Agreement provides that the Adviser will not be liable in
any way for any default, failure or defect in any of the securities comprising
the Company's portfolio if it has satisfied the duties and the standard of care,
diligence and skill set forth in the Advisory Agreement. However, the Adviser
shall be liable to the Company for any loss, damage, claim, cost, charge,
expense or liability resulting from the Adviser's willful misconduct, bad faith
or gross negligence or disregard by the Adviser of the Adviser's duties or
standard of care, diligence and skill set forth in the Agreement or a material
breach or default of the Adviser's obligations under the Agreement.

         The Advisory Agreement will continue in force until December 31, 2005,
and from year to year thereafter, provided such continuance is approved by a
majority of the Board or by vote of the holders of

                                       20
<PAGE>

a majority of the outstanding voting securities of the Company. Additionally,
the Advisory Agreement must be approved annually by vote of a majority of the
Independent Directors. The Advisory Agreement may be terminated by the Adviser
or the Company, without penalty, on sixty (60) days' written notice to the
other. The Advisory Agreement will terminate automatically in the event of its
assignment.

         The Advisory Agreement was considered and approved by the Board of
Directors, including a majority of the Independent Directors, at the
organizational meeting of the Company held on December 12, 2003. In considering
the Advisory Agreement, the Board, including a majority of the Independent
Directors, determined that the terms of the agreement are fair and reasonable
and that approval of the Advisory Agreement on behalf of the Company is in the
best interests of the Company. In evaluating the Advisory Agreement, the Board
reviewed materials furnished by the Adviser and met with senior advisory
personnel. The Board also specifically considered the following as relevant to
its determination to approve the Advisory Agreement: (1) the history,
reputation, qualification and background of the Adviser and the team of analysts
and portfolio managers responsible for the Company's investment program; (2) the
Adviser's reliance on the personnel and resources of affiliates; (3) the unique
nature of the product and the specialized expertise of the Adviser in a niche
market (MLPs); (4) that the fee and expense ratios of the Company are reasonable
given the quality of services expected to be provided and are comparable to the
fee and expense ratios of similar closed-end funds with similar investment
objectives and policies; (5) that an affiliate of the Adviser, Atlantic Asset
Management LLC ("Atlantic") will receive 20% of the advisory fees paid to the
Adviser that derive from assets invested in the Company by Atlantic's clients;
and (6) other factors deemed relevant by the Board. The Board noted and approved
that the fee rate would be applicable to all assets under management, including
amounts attributable to leverage, and the potential conflict of the Adviser in
determining the amount of leverage.

POTENTIAL CONFLICTS OF INTEREST

         The Adviser and its affiliates manage other accounts and portfolios
with investment strategies similar to those of the Company. Securities
frequently meet the investment objectives of the Company and such other accounts
and the Company may compete against other accounts for the same trade the
Company might otherwise make, including the priority of the trading order.

         It is possible that at times identical securities will be held by the
Company and other accounts. However, positions in the same issuer may vary and
the length of time that the Company or other accounts may choose to hold their
investment in the same issuer may likewise vary. To the extent that one or more
of the accounts managed by the Adviser seeks to acquire the same security at
about the same time, the Company may not be able to acquire as large a position
in such security as it desires or it may have to pay a higher price for the
security. Similarly, the Company may not be able to obtain as large an execution
of an order to sell or as high a price for any particular portfolio security if
the Adviser decides to sell on behalf of another account the same portfolio
security at the same time. On the other hand, if the same securities are bought
or sold at the same time by the Company and other accounts, the resulting
participation in volume transactions could produce better executions for the
Company. In the event more than one account purchases or sells the same security
as the Company on a given date, the purchases and sales will normally be
allocated as nearly as practicable on a pro rata basis in proportion to the
amounts desired to be purchased or sold by each account and the Company. Other
factors considered in the allocation of securities include cash balances, risk
tolerances and other guideline restrictions. Although the other accounts may
have the same or similar investment objectives and policies as the Company,
their portfolios may not necessarily consist of the same investments as the
Company or each other, and their performance results are likely to differ from
those of the Company.

                                       21
<PAGE>

CUSTODIAN AND TRANSFER AGENT

         U.S. Bank National Association, 425 Walnut Street, Cincinnati, OH
45202, will serve as the custodian of the Company's cash and investment
securities. Computershare Investor Services, LLC, Two North LaSalle Street,
Chicago, Illinois, will serve as transfer agent and dividend paying agent for
the Company, as well as the Plan Agent for the Company's Automatic Dividend
Reinvestment Plan.

CODE OF ETHICS

         The Company and the Adviser have adopted a Code of Ethics under Rule
17j-1 of the 1940 Act, which is applicable to officers, directors and designated
employees of the Company and the Adviser. Subject to certain limitations, the
Code permits covered persons to invest in securities, including securities that
may be purchased or held by the Company. The Code contains provisions and
requirements designed to identify and address certain conflicts of interest
between personal investment activities of covered persons and the interests of
investment advisory clients such as the Company. Among other things, the Code
prohibits certain types of transactions absent prior approval, imposes time
periods during which personal transactions may not be made in certain
securities, and requires submission of duplicate broker confirmations and
statements and quarterly reporting of securities transactions. Exceptions to
these and other provisions of the Code may be granted in particular
circumstances after review by appropriate personnel.

         The Code of Ethics of the Company can be reviewed and copied at the
Securities and Exchange Commission's Public Reference Room in Washington, D.C.
Information on the operation of the Public Reference Room may be obtained by
calling the Securities and Exchange Commission at (202) 942-8090. The Code of
the Company is also available on the EDGAR Database on the Securities and
Exchange Commission's Internet site at http://www.sec.gov, and, upon payment of
a duplicating fee, by electronic request at the following e-mail address:
publicinfo@sec.gov or by writing the Securities and Exchange Commission's Public
Reference Section, Washington, D.C. 20549-0102.

                             PORTFOLIO TRANSACTIONS

EXECUTION OF PORTFOLIO TRANSACTIONS

         As of the date of this statement of additional information, the Company
has not commenced operations and therefore has not engaged in any portfolio
transactions or paid any brokerage commissions.

         The Adviser is responsible for decisions to buy and sell securities for
the Company, broker-dealer selection, and negotiation of brokerage commission
rates. The Adviser's primary consideration in effecting a security transaction
will be to obtain the best execution. In selecting a broker-dealer to execute
each particular transaction, the Adviser will take the following into
consideration: the best net price available; the reliability, integrity and
financial condition of the broker-dealer; the size of and the difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the investment performance of the Company on a continuing
basis. Accordingly, the price to the Company in any transaction may be less
favorable than that available from another broker-dealer if the difference is
reasonably justified by other aspects of the execution services offered.

         Subject to such policies as the Board may from time to time determine,
the Adviser shall not be deemed to have acted unlawfully or to have breached any
duty solely by reason of its having caused the Company to pay a broker or dealer
that provides brokerage and research services to the Adviser an amount of
commission for effecting a Company investment transaction in excess of the
amount of

                                       22
<PAGE>

commission another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Company and to other clients of the Adviser as to which the Adviser
exercises investment discretion. The Adviser is further authorized to allocate
the orders placed by it on behalf of the Company to such brokers and dealers who
also provide research or statistical material or other services to the Company,
the Adviser or to any sub-adviser. Such allocation shall be in such amounts and
proportions as the Adviser shall determine and the Adviser will report on said
allocations regularly to the Board indicating the brokers to whom such
allocations have been made and the basis therefor.


PORTFOLIO TURNOVER

         The Company's annual portfolio turnover rate may vary greatly from year
to year. Although the Company cannot accurately predict its annual portfolio
turnover rate, it is not expected to exceed 30% under normal circumstances.
However, portfolio turnover rate is not considered a limiting factor in the
execution of investment decisions for the Company. A higher turnover rate
results in correspondingly greater brokerage commissions and other transactional
expenses that are borne by the Company. High portfolio turnover may result in
the Company's recognition of gains that will increase the Company's current and
accumulated earnings profits resulting in a greater portion of the Company's
distributions being treated as taxable dividends for Federal income tax
purposes. See "U.S. Federal Income Tax Matters."

                                 NET ASSET VALUE

         The Company will compute its net asset value for its Common Shares as
of the close of trading of the NYSE (normally 4:00 p.m. Eastern time) no less
frequently than the last business day of each calendar month. For purposes of
determining the net asset value of a Common Share, the net asset value of the
Company will equal the value of the total assets of the Company (the value of
the securities the Company holds plus cash or other assets, including interest
accrued but not yet received) less (i) all of its liabilities (including accrued
expenses and taxes, including both current and deferred income taxes); (ii)
accumulated and unpaid dividends on any outstanding preferred shares; (iii) the
aggregate liquidation value of any outstanding preferred shares; and (iv) any
distributions payable on the Common Shares. The net asset value per Common Share
of the Company will equal the net asset value of the Company divided by the
number of outstanding Common Shares.

         Pursuant to an agreement with U.S. Bancorp Fund Services, LLC (the
"Accounting Services Provider"), the Accounting Services Provider will value the
assets in the Company's portfolio in accordance with Valuation Procedures
adopted by the Board of Directors. The Accounting Services Provider will obtain
securities market quotations from independent pricing services approved by the
Adviser and ratified by the Board of Directors. Securities for which market
quotations are readily available shall be valued at "market value." Any other
securities shall be valued at "fair value."

         Valuation of certain assets at market value will be as follows. For
equity securities, the Accounting Services Provider will first use readily
available market quotations obtained from an approved pricing service and will
obtain direct written broker-dealer quotations if a security is not traded on an
exchange or quotations are not available from an approved pricing service. For
fixed income securities, the Accounting Services Provider will use readily
available market quotations based upon (a) the last updated sale price or a
service generated by a pricing matrix based upon yield data for securities with
similar characteristics or (b) by obtaining a direct written broker-dealer
quotation from a dealer who has made a market in the security. For options,
futures contracts and options of futures

                                       23
<PAGE>

contracts, the Accounting Services Provider will use readily available market
quotations. If no sales are reported on any exchange or OTC market, the
Accounting Services Provider will use the calculated mean based on bid and asked
prices obtained from the primary exchange or OTC market. Other assets will be
valued at market value pursuant to the Valuation Procedures.

         If the Accounting Services Provider cannot obtain a market value or the
Adviser determines that the value of a security as so obtained does not
represent a fair value as of the valuation time (due to a significant
development subsequent to the time its price is determined or otherwise), fair
value for the security shall be determined pursuant to methodologies established
by the Board of Directors. The Valuation Procedures provide that direct
placements of securities of private companies (i.e., companies with no
outstanding public securities) ordinarily will be valued at cost. The Valuation
Procedures provide that securities that are convertible into publicly traded
securities (i.e., convertible subordinated units) ordinarily will be valued at
the market value of the publicly traded security less a discount equal in amount
to the discount negotiated at the time of purchase. A report of any prices
determined pursuant to such methodologies will be presented to the Board of
Directors or a designated committee thereof for approval no less frequently than
quarterly.

         The Valuation Procedures also provide that the Adviser will review the
valuation of the obligation for income taxes separately for current taxes and
deferred taxes due to the differing impact of each on (i) the anticipated timing
of required tax payments and (ii) the impact of each on the treatment of
distributions by the Company to its shareholders.

         The allocation between current and deferred income taxes is determined
based upon the value of assets reported for book purposes compared to the
respective net tax bases of assets as recognized for federal income tax
purposes. It is anticipated that cash distributions from MLPs in which the
Company invests will not equal the amount of taxable income allocable to the
Company primarily due to depreciation and amortization recorded by MLPs which
generally results in a portion of the cash distribution received to not be
recognizable as income for tax purposes. The relative portion of such
distributions not recognized for tax purposes will vary among the MLPs, and will
also vary year by year for each MLP. The Adviser will be able to directly
confirm the portion of each distribution recognized as taxable income when it
receives annual tax reporting information from each MLP. The allocation between
current and deferred income taxes also impacts the determination of the
Company's earnings and profits, as described in Internal Revenue Code Section
312.

                                    LEVERAGE

         The Company may borrow money, issue preferred shares, or issue other
debt securities to the extent permitted by the 1940 Act. These practices are
known as leverage. The Company generally will not use leverage unless it
believes that leverage will serve the best interests of shareholders. The
principal, although not exclusive, factor used in making this determination will
be whether the potential return is likely to exceed the cost of leverage. The
Company also may borrow up to an additional 5% of its total assets (not
including the amount so borrowed) for temporary purposes, including the
settlement and clearance of securities transactions, which otherwise might
require untimely dispositions of portfolio holdings.

         Under the 1940 Act, the Company is not permitted to incur indebtedness
constituting senior securities unless immediately thereafter the Company has
total assets (including the proceeds of the indebtedness) at least equal to 300%
of the amount of the indebtedness. Stated another way, the Company may not
borrow for investment purposes more than 33 1/3% of its total assets, including
the amount borrowed. The Company also must maintain this 300% "asset coverage"
for as long as the indebtedness is outstanding. The 1940 Act provides that the
Company may not declare any cash dividend

                                       24
<PAGE>
or other distribution on its shares, or purchase any of its shares of capital
stock (through tender offers or otherwise), unless it would satisfy this 300%
asset coverage after deducting the amount of the dividend, other distribution or
share purchase price, as the case may be. If the asset coverage for indebtedness
declines to less than 300% as a result of market fluctuations or otherwise, the
Company may be required to sell a portion of its investments when it may be
disadvantageous to do so.

         The establishment of a borrowing facility by the Company would involve
expenses and other costs, including interest payments, which would be borne by
the Company's common shareholders. In addition, the terms of any borrowing or
other indebtedness issued by the Company may impose asset coverage requirements,
dividend limitations and voting right requirements on the Company that are more
stringent than those imposed under the 1940 Act. Such terms may also impose
special restrictions on the Company's portfolio composition or on its use of
various investment techniques or strategies or its ability to pay dividends on
Common Shares in some instances. The Company also may be required to pledge its
assets to lenders in connection with certain types of borrowings. Due to these
restrictions, the Company may be forced to liquidate investments at times or
prices that are not favorable to the Company, or the Company may be forced to
forgo investments that the Adviser otherwise views as favorable.


         Under the 1940 Act, the Company is not permitted to issue preferred
shares unless immediately after such issuance the net asset value of the
Company's portfolio is at least 200% of the liquidation value of the outstanding
preferred shares. Stated another way, the Company may not issue preferred shares
that have an aggregate liquidation value of more than 50% of its total assets,
including the amount leveraged. In addition, the Company is not permitted to
declare any cash dividend or other distribution on its Common Shares unless, at
the time of such declaration, the net asset value of the Company's portfolio
(determined after deducting the amount of such dividend or distribution) is at
least 200% of such liquidation value. In the event preferred shares are issued,
the Company may, as a result of market conditions or otherwise, be required to
purchase or redeem preferred shares, or sell a portion of its investments when
it may be disadvantageous to do so, in order maintain asset coverage of any
preferred shares of at least 200%. Common shareholders would bear the costs of a
preferred share offering which would include offering expenses and the ongoing
payment of dividends.

         The Company may, but is not required to, hedge general interest rate
exposure arising from its leverage transactions. Under current market
conditions, hedging would be accomplished principally by entering into interest
rate transactions. Interest rate transactions are hedging transactions such as
interest rate swaps and the purchase of interest rate caps and floors. Interest
rate swaps involve the exchange by the Company with another party of their
respective commitments to pay or receive interest (e.g., an exchange of floating
rate payments for fixed payments). The purchase of an interest rate cap entitles
the purchaser, to the extent that a specified index exceeds a predetermined
interest rate, to receive payments of interest on a notional principal amount
from the party selling such interest rate cap. The purchase of an interest rate
floor entitles the purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on a notional
principal amount from the party selling such interest rate floor. The Company
intends to use interest rate transactions solely for the purpose of hedging its
leveraged capital structure. The use of interest rate transactions is a highly
specialized activity that involves investment techniques and risks different
from those associated with ordinary portfolio security transactions.

EFFECTS OF LEVERAGE

         Assuming borrowings in the amount of 33 1/3% of the Company's total
assets (including the amount borrowed), and an average annual interest rate of
3% payable on such borrowing, the annual return that the Company's portfolio
must experience (net of expenses) in order to cover those interest payments
would be 1%.

                                       25
<PAGE>

                         DESCRIPTION OF PREFERRED SHARES

         The Company's Charter authorizes the Board of Directors to create
additional classes of stock. Preferred shares may be issued in one or more
classes or series, with such rights as determined by action of the Board of
Directors without the approval of the common shareholders.

         Although the terms of any preferred shares, including their dividend
rate, voting rights, liquidation preference and redemption provisions, will be
determined by the Board (subject to applicable law and the Charter) if and when
it authorizes a preferred shares offering, it is likely that any such preferred
shares would pay cumulative dividends for relatively short-term periods and
would provide for the periodic redetermination of the dividend rate through an
auction process or remarketing procedure. The liquidation preference, preference
on distribution, voting rights and redemption provisions of the preferred shares
would likely be as stated below.

         As used in this statement of additional information, unless otherwise
noted, the Company's "net assets" include assets of the Company attributable to
any outstanding Common Shares and preferred shares, with no deduction for the
liquidation preference of the preferred shares. Solely for financial reporting
purposes, however, the Company would be required to exclude the liquidation
preference of preferred shares from "net assets," so long as the preferred
shares have redemption features that are not solely within the control of the
Company. For all regulatory and tax purposes, the Company's preferred shares
will be treated as stock (rather than indebtedness).

         Limited Issuance of Preferred Shares. Under the 1940 Act, the Company
could issue preferred shares with an aggregate liquidation value of up to
one-half of the value of the Company's net assets, measured immediately after
issuance of the preferred shares.

         Distribution Preference. The preferred shares would have complete
priority over the Common Shares as to distribution of assets.

         Liquidation Preference. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company, holders of
preferred shares ("preferred shareholders") would be entitled to receive a
preferential liquidating distribution (expected to equal the original purchase
price per share plus accumulated and unpaid dividends thereon, whether or not
earned or declared) before any distribution of assets is made to holders of
Common Shares. After payment of the full amount of the liquidating distribution
to which they are entitled, preferred shareholders would not be entitled to any
further participation in any distribution of assets by the Company. A
consolidation or merger of the Company with or into any business trust or
corporation or a sale of all or substantially all of the assets of the Company
would not be deemed to be a liquidation, dissolution or winding up of the
Company.

         Voting Rights. In connection with any issuance of preferred shares, the
Company must comply with Section 18(i) of the 1940 Act, which requires, among
other things, that preferred shares be voting shares. Except as otherwise
provided in the Charter or the Company's Bylaws or otherwise required by
applicable law, preferred shareholders would vote together with common
shareholders as a single class.

         In connection with the election of the Company's directors, preferred
shareholders, voting as a separate class, would also be entitled to elect two of
the Company's directors, and the remaining directors would be elected by common
shareholders and preferred shareholders, voting together as a single class. In
addition, if at any time dividends on the Company's outstanding preferred shares
would be unpaid in an amount equal to two full years' dividends thereon, the
holders of all outstanding preferred shares, voting as a separate class, would
be entitled to elect a majority of the Company's directors until all dividends
in arrears have been paid or declared and set apart for payment.

                                       26

<PAGE>
         The affirmative vote of the holders of a majority (as such term is
defined in the 1940 Act) of the outstanding preferred shares, voting as a
separate class, would be required to approve any action requiring a vote of
security holders under Section 13(a) of the 1940 Act including, among other
things, changes in the investment limitations described as fundamental policies
under "Investment Limitations." The class or series vote of preferred
shareholders described above would in each case be in addition to any separate
vote of the requisite percentage of Common Shares and preferred shares necessary
to authorize the action in question.

         Holders of preferred shares would not be entitled to vote on matters
placed before shareholders if, at or prior to the time when a vote is required,
such shares shall have been (1) redeemed or (2) called for redemption and
sufficient funds shall have been deposited in trust to effect such redemption.

         The discussion above describes the terms related to a possible offering
of preferred shares. If the Board does determines to authorize an offering of
preferred shares, the terms thereof may be the same as, or different from, the
terms described above, subject to applicable law and the Charter and Bylaws.

                         U.S. FEDERAL INCOME TAX MATTERS

         Set forth below is a discussion of the material federal income tax
aspects concerning the Company and the purchase, ownership and disposition of
Common Shares. This discussion does not purport to be complete or to deal with
all aspects of federal income taxation that may be relevant to shareholders in
light of their particular circumstances or who are subject to special rules,
such as banks, thrift institutions and certain other financial institutions,
real estate investment trusts, regulated investment companies, insurance
companies, brokers and dealers in securities or currencies, certain securities
traders, tax-exempt investors, individual retirement accounts and certain
tax-deferred accounts, and foreign investors. Unless otherwise noted, this
discussion assumes that you are a U.S. person and hold your Common Shares as a
capital asset. This discussion is based on present provisions of the Internal
Revenue Code and the regulations promulgated thereunder and existing judicial
decisions and administrative pronouncements, all of which are subject to change
or differing interpretations (possibly with retroactive effect). Prospective
investors should consult their own tax advisers with regard to the federal
income tax consequences of the purchase, ownership or disposition of Common
Shares, as well as the tax consequences arising under the laws of any state,
locality, foreign country or other taxing jurisdiction.

TAXATION OF THE COMPANY

         The Company will be treated as a regular C corporation for federal and
state income tax purposes. The Company will compute and pay federal and state
income tax on its taxable income. Thus, the Company will be subject to federal
income tax on its taxable income at tax rates up to 35%. Additionally, in
certain instances the Company could be subject to the alternative minimum tax of
20% on its alternative minimum taxable income to the extent that the alternative
minimum tax exceeds its regular federal income tax.

         As indicated above, the Company intends to invest its assets primarily
in MLPs. MLPs generally are treated as partnerships for federal income tax
purposes. Since partnerships are generally not subject to federal income tax,
the partnership's partners must report their proportionate share of partnership
income. Thus, as a partner in MLPs, the Company will report its proportionate
share of the MLPs' income in computing its federal taxable income, irrespective
of whether any cash distributions are made by the MLP to the Company. The
Company will also take into account any other items of Company income, gain,
deduction or loss. The Company anticipates that these may include interest
income earned on the Company's investment in debt securities, deductions for
Company operating expenses and gain or loss recognized by the Company on the
sale of MLP interests or any other security.

                                       27

<PAGE>

         As explained further below, based upon the historic performance of
MLPs, the Company anticipates initially that its proportionate share of the
MLPs' taxable income will be significantly less than the amount of cash
distributions received by the Company from the MLPs. In such case, the Company
anticipates that it will not incur federal income tax on a significant portion
of its cash flow, particularly after taking into account the Company's current
operational expenses. If the MLPs' taxable income is a significantly greater
portion of the MLPs' cash distributions, the Company will incur additional
current federal income tax.

         The Company anticipates that each year it will turn over a certain
portion of its investment assets. The Company will recognize gain or loss on the
disposition of all or a portion of its interest in MLPs in an amount equal to
the difference between the sales price and the Company's basis in the MLP
interests sold. To the extent the Company receives MLP cash distributions in
excess of the taxable income reportable by the Company with respect to each
respective MLP interest, the Company's basis in the MLP interest will be reduced
and the Company's gain on the sale of an MLP interest likewise will be
increased.

         The Company will not be treated as a regulated investment company under
the federal income tax rules. The federal income tax rules generally provide
that a regulated investment company does not pay an entity level income tax,
provided that it distributes all or substantially all of its income. The
regulated investment company taxation rules have no application to the Company
or shareholders of the Company.

TAXATION OF THE SHAREHOLDERS

         Distributions. The Company expects to distribute to its common
shareholders an amount equal to 95% of the distributable cash flow ("DCF") on an
annual basis. The Company's distribution of its DCF will be treated as a
dividend-type distribution. A dividend-type distribution is treated as a taxable
dividend to the shareholder to the extent of the distributing corporation's
current or accumulated earnings and profits. If the distribution exceeds the
distributing corporation's current or accumulated earnings and profits, the
distribution is treated as a return of capital to the shareholder, to the extent
of the shareholder's basis in the Common Shares, and then as capital gain.

         Generally, a corporation's earnings and profits are computed based upon
taxable income, with certain specified adjustments, and reduced for
distributions made by the distributing corporation. As explained above, based
upon the historic performance of the MLPs, the Company annually anticipates that
the distributed cash from the MLPs will exceed the Company's proportionate share
of the MLP income and the Company's gain on its sale of MLP interests. Thus, the
Company anticipates that only a portion of its dividend-type distributions will
be treated as dividend income to its shareholders. To the extent of the excess
distribution, a shareholder's basis in the Common Shares will be reduced and, if
a shareholder has no further basis in its shares, a shareholder will report any
excess as capital gain.

         Thus, the taxable portion of the Company's dividend distributions will
be affected by (1) the proportion of the Company's share of MLP taxable income
to the Company's amount of MLP cash distributions and (2) the Company's annual
portfolio turnover rate. A higher percentage of MLP taxable income to MLP cash
distributions or a higher annual portfolio turnover rate will result in a
greater portion of the Company's dividend-type distributions being treated as
dividend income.

         The Jobs Growth and Tax Relief Reconciliation Act of 2003 (the "2003
Act") amended the federal income tax law generally to reduce the maximum federal
income tax rate on qualifying dividend income to the rate applicable to
long-term capital gains, which is generally fifteen percent. The portion of the
Company's dividend-type distributions treated as a dividend for federal income
tax purposes should be treated as a qualifying dividend for federal income tax
purposes. This rate of tax on dividends is currently scheduled to increase back
to ordinary income rates after December 31, 2008.

                                       28

<PAGE>

         If a shareholder participates in the Company's automatic dividend
reinvestment plan, such shareholder will be taxed upon the amount received as if
such amount is received by the participating shareholder and the participating
shareholder reinvested such amount in additional Company Common Stock.

         The Company will notify shareholders annually as to the federal income
tax status of Company distributions to them.

         Sale of Shares. Upon the sale of Common Shares, a shareholder generally
will recognize capital gain or loss measured by the difference between the sales
proceeds received and the shareholder's federal income tax basis of Common
Shares sold. Generally such capital gain or loss will be long-term capital gain
or loss if Common Shares were held as a capital asset for more than twelve
months.

         Backup Withholding. The Company generally is required to withhold and
remit to the U.S. Treasury 28% (except as noted below) of all distributions
(including Capital Gain Dividends) and redemption or repurchase proceeds
otherwise payable to any individual or certain other non-corporate shareholder
who fails to properly furnish the Company with a correct taxpayer identification
number. Withholding at that rate also is required from all distributions
otherwise payable to such a shareholder who has under-reported dividend or
interest income or who fails to certify to the Company that he or she is not
otherwise subject to that withholding (together with the withholding described
in the preceding sentence, "backup withholding"). The backup withholding rate
will increase to 31% for amounts paid after December 31, 2010, unless Congress
enacts tax legislation providing otherwise. Backup withholding is not an
additional tax, and any amounts withheld with respect to a shareholder may be
credited against the shareholder's federal income tax liability.

TAX CONSEQUENCES OF CERTAIN INVESTMENTS

         Federal Income Taxation of MLPs. MLPs are similar to corporations in
many respects, but differ in others, especially in the way they are taxed for
federal income tax purposes. A corporation is a distinct legal entity, separate
from its shareholders and employees and is treated as a separate entity for
federal income tax purposes as well. Like individual taxpayers, a corporation
must pay a federal income tax on its income. To the extent the corporation
distributes its income to its shareholders in the form of dividends, the
shareholders may pay federal income tax on the dividends they receive. For this
reason, it is said that corporate income is double-taxed, or taxed at two
levels.

         An MLP, as a partnership, is not considered to be a separate entity,
but is rather an aggregate of all the partners. An MLP is treated for federal
income tax purposes as a pass-through entity. No federal income tax is paid at
the partnership level. A partnership's income is considered earned by all the
partners; it is allocated among all the partners in proportion to their
interests in the partnership, and each partner pays tax on his or her share of
the partnership income. All the other items that go into determining taxable
income and tax owed are passed through to the partners as well - capital gains
and losses, deductions, credits, etc. Partnership income is thus said to be
single-taxed or taxed only at one level - that of the individual partner.

         The Internal Revenue Code generally requires all publicly-traded
partnerships to be treated as a corporation for federal income tax purposes.
However, if the publicly-traded partnership satisfies certain requirements, the
publicly-traded partnership will be taxed as partnership for federal income tax
purposes, referred to herein as an MLP. Under these requirements, an MLP must
receive 90 percent of its income from specified sources as qualifying income.

         Qualifying income for MLPs includes interest, dividends, real estate
rents, gain from the sale or disposition of real property, income and gain from
commodities or commodity futures, and income and

                                       29

<PAGE>

gain from mineral or natural resources activities. Mineral or natural resources
activities include exploration, development, production, mining, refining
(including fertilizers), marketing and transportation (including pipelines), of
oil and gas, minerals, geothermal energy, or timber. This means that most MLPs
today are in energy, timber, or real estate related (including mortgage
securities) businesses.

         Because the MLP itself does not pay tax, its income or loss is
allocated to its investors, irrespective of whether the investors receive any
cash payment from the MLP. MLPs generally make quarterly cash distributions.
Although they resemble corporate dividends, MLP distributions are treated
differently. The MLP distribution is treated as a return of capital to the
extent of the investor's basis in his MLP interest and, to the extent the
distribution exceeds the investor's basis in the MLP, capital gain. The
investor's original basis is the price paid for the units. The basis is adjusted
downwards with each distribution and allocation of deductions (such as
depreciation) and losses, and upwards with each allocation of income.

         It is important to note that an MLP investor is taxed on his share of
partnership income whether or not he actually receives any cash from the
partnership. The tax is based not on money he actually receives, but his
proportionate share of what the partnership earns. However, most MLPs make it a
policy to make quarterly distributions to their partners that will comfortably
exceed any tax owed.

         When the units are sold, the difference between the sales price and the
investor's adjusted basis equals taxable gain. The partner will not be taxed on
distributions until (1) he sells his MLP units and pays tax on his gain, which
gain is increased due to the basis decrease due to prior distributions; or (2)
his basis reaches zero.

         At tax filing season an MLP investor will receive a K-1 form showing
his share of each item of partnership income, gain, loss, deductions and
credits. He will use that information to figure his taxable partnership income
(MLPs provide their investors with material that walks them through all the
steps). If the result is net income, the partner pays tax on it at his
individual tax rate. If the result is a net loss, it is considered a "passive
loss" under the tax code and generally may not be used to offset income from
other sources, but must be carried forward.

         Because the Company is a corporation, the Company, and not its
shareholders, will report the income or loss of the MLPs. Thus, the Company's
shareholders will not have to deal with any K-1 reporting by the MLP.
Shareholders, instead, will receive a Form 1099 from the Company. In addition,
due to the Company's anticipated broad public ownership, the Company will not be
subject to the passive activity loss limitation rules mentioned in the preceding
paragraph.

                               PROXY VOTING POLICY

         The Company and the Advisor have adopted Proxy Voting Policies and
Procedures ("Proxy Policy"), which they believe are reasonably designed to
ensure that proxies are voted in the best interests of the Company and its
shareholders. Subject to the oversight of the Board of Directors, the Board has
delegated responsibility for implementing the Proxy Policy to the Adviser.
Because of the unique nature of MLPs in which the Company primarily invests, the
Adviser shall evaluate each proxy on a case-by-case basis. Because proxies of
MLPs are expected to relate only to extraordinary measures, the Company does not
believe it is prudent to adopt pre-established voting guidelines.

         In the event requests for proxies are received with respect to the
voting of equity securities other than MLP equity units, on routine matters,
such as election of directors or approval of auditors, the proxies usually will
be voted with management unless the Adviser determines it has a conflict or the

                                       30

<PAGE>
Adviser determines there are other reasons not to vote with management. On
non-routine matters, such as amendments to governing instruments, proposals
relating to compensation and stock option and equity compensation plans,
corporate governance proposals and shareholder proposals, the Adviser will vote,
or abstain from voting if deemed appropriate, on a case by case basis in a
manner it believes to be in the best economic interest of the Company's
shareholders. In the event requests for proxies are received with respect to
debt securities, the Adviser will vote on a case by case basis in a manner it
believes to be in the best economic interest of the Company's shareholders.

         The Chief Executive Officer is responsible for monitoring Company
actions and ensuring that (i) proxies are received and forwarded to the
appropriate decision makers; and (ii) proxies are voted in a timely manner upon
receipt of voting instructions. The Company is not responsible for voting
proxies it does not receive, but will make reasonable efforts to obtain missing
proxies. The Chief Executive Officer shall implement procedures to identify and
monitor potential conflicts of interest that could affect the proxy voting
process, including (i) significant client relationships; (ii) other potential
material business relationships; and (iii) material personal and family
relationships. All decisions regarding proxy voting shall be determined by the
Investment Committee of the Adviser and shall be executed by the Chief Executive
Officer. Every effort shall be made to consult with the portfolio manager and/or
analyst covering the security. The Company may determine not to vote a
particular proxy, if the costs and burdens exceed the benefits of voting (e.g.,
when securities are subject to loan or to share blocking restrictions).

         If a request for proxy presents a conflict of interest between the
Company's shareholders on one hand, and the Adviser, the principal underwriters,
or any affiliated persons of the Company, Company management may (i) disclose
the potential conflict to the Board of Directors and obtain consent; or (ii)
establish an ethical wall or other informational barrier between the persons
involved in the conflict and the persons making the voting decisions.

                             INDEPENDENT ACCOUNTANTS

         Ernst & Young, LLP will serve as independent public accountants for the
Company. Ernst & Young, LLP will provide audit services, tax return preparation
and assistance and consultation in connection with review of the Company's
filings with the Commission.

                             ADDITIONAL INFORMATION

         A Registration Statement on Form N-2, including amendments thereto,
relating to the Common Shares offered hereby, has been filed by the Company with
the Commission. The prospectus and this statement of additional information do
not contain all of the information set forth in the Registration Statement,
including any exhibits and schedules thereto. For further information with
respect to the Company and the shares offered hereby, reference is made to the
Registration Statement. Statements contained in the prospectus and this
statement of additional information as to the contents of any contract or other
document referred to are not necessarily complete and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement, each such statement being qualified in all respects
by such reference. A copy of the Registration Statement may be inspected without
charge at the Commission's principal office in Washington, D.C., and copies of
all or any part thereof may be obtained from the Commission upon the payment of
certain fees prescribed by the Commission.

                                       31

<PAGE>

                         Report of Independent Auditors


The Shareholders and Board of Directors
Tortoise Energy Infrastructure Corporation

We have audited the accompanying statement of assets and liabilities of Tortoise
Energy Infrastructure Corporation (referred to herein as "the Company") as of
February 6, 2004, and the related statement of operations for the period from
October 29, 2003 (date of organization) through February 6, 2004. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of cash as of February 6, 2004, by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company at February 6,
2004, and the results of its operations from October 29, 2003 to February 6,
2004 in conformity with accounting principles generally accepted in the United
States.

                                                     /s/ Ernst & Young LLP

Kansas City, Missouri
February 13, 2004



                                       32
<PAGE>

                              FINANCIAL STATEMENTS



                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                       STATEMENT OF ASSETS AND LIABILITIES

                                FEBRUARY 6, 2004

<Table>
<S>                                                                <C>
ASSETS:
Cash .........................................................     $ 550,250
Deferred Offering Costs ......................................       386,649
                                                                   ---------
   TOTAL ASSETS ..............................................       936,899

LIABILITIES:
Accrued Offering Costs .......................................       386,649
Payable to Adviser ...........................................        31,967
Payable for Organization Costs ...............................       134,379
Payable to Transfer Agent ....................................           400
                                                                   ---------
   TOTAL LIABILITIES .........................................       553,395
                                                                   ---------

NET ASSETS APPLICABLE TO COMMON SHARES .......................     $ 383,504
                                                                   =========

NET ASSETS APPLICABLE TO COMMON SHARES REPRESENT:
Common Shares, $.001 par value; 100,000,000 shares authorized,
23,047 shares outstanding ....................................     $      23
Additional Paid-In Capital ...................................       550,227
Retained Deficit .............................................      (166,746)
                                                                   ---------
   TOTAL .....................................................     $ 383,504
                                                                   =========

NET ASSET VALUE PER COMMON SHARE OUTSTANDING ($383,504 divided
by 23,047 common shares outstanding) .........................     $   16.64
                                                                   =========
</Table>

    The accompanying notes are an integral part of the financial statements.

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                             STATEMENT OF OPERATIONS

  PERIOD FROM OCTOBER 29, 2003 (DATE OF ORGANIZATION) THROUGH FEBRUARY 6, 2004

<Table>
<S>                                                                <C>
INVESTMENT INCOME ............................................     $      --
                                                                   ---------

EXPENSES:

Organization Costs ...........................................     $ 166,346
Transfer Agent Fees ..........................................           400
                                                                   ---------
TOTAL EXPENSES ...............................................       166,746
                                                                   ---------

NET INVESTMENT LOSS BEFORE TAXES .............................      (166,746)
                                                                   ---------

INCOME TAXES .................................................            --
                                                                   ---------

NET INVESTMENT LOSS ..........................................     $(166,746)
                                                                   =========
</Table>

    The accompanying notes are an integral part of the financial statements.


                                      F-1

<PAGE>


                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                FEBRUARY 6, 2004

1.       Organization

Tortoise Energy Infrastructure Corporation (the "Company") was organized as a
Maryland corporation on October 29, 2003, and is a non-diversified, closed-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Company has had no operations other than the sale
of 23,047 shares to the aggregate Subscribers for $550,250 on January 22, 2004.
The Company is planning a public offering of its common stock as soon as
practicable after the effective date of its registration statement.

2.       Significant Accounting Policies

The following is a listing of the significant accounting policies that the
Company will implement upon the commencement of its operations:

A. Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements. Actual results could differ from those
estimates.

B. Investment Valuation - The Company intends to own securities that are listed
on a securities exchange. The Company will value those securities at their last
sale price on that exchange on the valuation date. If the security is listed on
more than one exchange, the Company will use the price of that exchange that it
generally considers to be the principal exchange on which the stock is traded.
Securities listed on the NASDAQ Stock Market, Inc. ("NASDAQ") will be valued at
the NASDAQ Official Closing Price, which may not necessarily represent the last
sale price. If there has been no sale on such exchange or NASDAQ on such day,
the security will be valued at the mean between the bid and ask price on such
day.

The Company may invest up to 30% of its total assets in direct private placement
securities. Direct private placement securities are subject to statutory and
contractual restrictions on their public resale, which may make it more
difficult to obtain a valuation and may limit the Company's ability to dispose
of them. Investments in private placement securities and other securities for
which market quotations are not readily available will be valued in good faith
by using fair value procedures approved by the Board of Directors. Such fair
value procedures consider factors such as securities with similar yields,
quality, type of issue, coupon, duration and rating.

The Company generally will value short-term debt securities at prices based on
market quotations for such securities, except those securities purchased with 60
days or less to maturity are valued on the basis of amortized cost, which
approximates market value. If events occur that will affect the value of the
Company's portfolio securities before the net asset value has been calculated (a
"significant event"), the portfolio securities so affected will generally be
priced using a fair value procedure.

C. Security Transaction and Investment Income - Security transactions will be
accounted for on the date the securities are purchased or sold (trade date).
Realized gains and losses will be reported on an identified cost basis. Dividend
and distribution income will be recorded on the ex-dividend date. Interest
income will be recognized on the accrual basis, including amortization of
premiums and accretion of discounts.

D. Distributions to Shareholders - Distributions to shareholders will be
recorded on the ex-dividend date. The character of distributions made during the
year from net investment income or net realized gains may differ from their
ultimate characterization for federal income tax purposes.



                                      F-2

<PAGE>

E. Federal Income Taxation - The Company is treated as a corporation for federal
and state income tax purposes. Thus, the Company will be obligated to pay
federal and state income tax on its taxable income. The Company intends to
invest its assets primarily in Master Limited Partnerships ("MLPs"), which
generally are treated as partnerships for federal income tax purposes. As a
partner in the MLPs, the Company will report its allocable share of the MLP's
taxable income in computing its own taxable income. The Company's tax expense or
benefit will be included in the Statement of Operations based on the component
of income or gains (losses) to which such expense or benefit relates. Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. A valuation allowance is recognized
if, based on the weight of available evidence, it is more likely than not that
some portion or all of the deferred income tax asset will not be realized.
Future realization of deferred income tax assets ultimately depends on the
existence of sufficient taxable income of the appropriate character in either
the carryback or carryforward period under the tax law.

F. Organization Expenses and Offering Costs - The Company is responsible for
paying all organization and offering expenses. Offering costs paid by the
Company will be charged as a reduction of paid-in capital at the completion of
the Company's initial public offering. Organization costs are expensed as
incurred, and are reported in the accompanying statement of operations.

3.       Concentration of Risk

The Company's investment objective is to seek a high level of total return with
an emphasis on current distributions paid to its shareholders. Under normal
circumstances, the Company intends to invest at least 90% of its total assets in
securities of energy infrastructure companies, and will invest at least 70% of
its total assets in equity securities of MLPs. The Company may invest up to 25%
of its assets in debt securities, which may include below investment grade
securities. The Company may, for defensive purposes, temporarily invest all or a
significant portion of its assets in investment grade securities, short-term
debt securities and cash or cash equivalents. To the extent the Company uses
this strategy, it may not achieve its investment objectives.

4.       Agreements

The Company has entered into an Investment Advisory Agreement with Tortoise
Capital Advisors, LLC (the "Adviser"). Under the terms of the agreement, the
Company will pay the Adviser a fee equal to an annual rate of 0.95% of the
Company's average monthly total assets (including any assets attributable to
leverage) minus the sum of accrued liabilities other than deferred income taxes,
debt entered into for purposes of leverage and the aggregate liquidation
preference of outstanding preferred shares, if any, ("Managed Assets") in
exchange for the investment advisory services provided. For the period following
the commencement of the Company's operations through January 31, 2006, the
Adviser has agreed to waive or reimburse the Company for fees and expenses in an
amount equal to 0.23% of the average monthly Managed Assets of the Company. For
years ending January 31, 2007, 2008 and 2009, the Adviser has agreed to waive or
reimburse the Company for fees and expenses in an amount equal to 0.10% of the
average monthly Managed Assets of the Company.

As of February 6, 2004, the Company owes the Adviser $31,967 for costs incurred
in connection with the registration statement and organization of the Company.
This amount is payable to the Adviser upon the closing date of the public
offering.

The Company has engaged U.S. Bancorp Fund Services, LLC to serve as the
Company's administrator. The Company will pay the administrator a monthly fee
computed at an annual rate of 0.07% of the first $300 million of the Company's
Managed Assets, 0.06% on the next $500 million of Managed Assets and 0.04% on
the balance of the Company's Managed Assets, subject to a minimum annual fee of
$45,000.

Computershare Investor Services, LLC will serve as the Company's transfer agent,
dividend paying agent, and agent for the automatic dividend reinvestment plan.

U.S. Bank N.A. will serve as the Company's custodian. The Company will pay the
custodian a monthly fee computed at an annual rate of 0.015% on the first $100
million of the Company's Managed Assets and 0.01% on the balance of the
Company's Managed Assets, subject to a minimum annual fee of $4,800.



                                      F-3
<PAGE>

5.       Income Taxes

As of February 6, 2004, the Company has a deferred income tax asset in the
amount of approximately $61,000 related to organization costs incurred by the
Company, which cannot be deducted for income tax purposes. However, the Company
has an equal and offsetting valuation allowance against its deferred income tax
asset, since the Company has not developed a history of taxable income, based on
available evidence.


                                      F-4
<PAGE>

                       APPENDIX A -- RATING OF INVESTMENTS

COMMERCIAL PAPER RATINGS

         An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt considered short-term in the relevant
market. The following summarizes the rating categories used by S &P's for
commercial paper:

         "A-1" - Issue's degree of safety regarding timely payment is strong.
Those issues determined to possess extremely strong safety characteristics are
denoted "A-1+."

         "A-2" - Issue's capacity for timely payment is satisfactory. However,
the relative degree of safety is not as high as for issues designated "A-1."

         "A-3" - Issue has an adequate capacity for timely payment. It is,
however, somewhat more vulnerable to the adverse effects of changes in
circumstances than an obligation carrying a higher designation.

         "B" - Issue has only a speculative capacity for timely payment.

         "C" - Issue has a doubtful capacity for payment.

         "D" - Issue is in payment default.

         Moody's commercial paper ratings are opinions of the ability of issuers
to repay punctually promissory obligations not having an original maturity in
excess of 9 months. The following summarizes the rating categories used by
Moody's for commercial paper:

         "Prime-1" - Issuer or related supporting institutions are considered to
have a superior capacity for repayment of short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the following
characteristics: leading market positions in well established industries; high
rates of return on funds employed; conservative capitalization structures with
moderate reliance on debt and ample asset protection; broad margins in earning
coverage of fixed financial charges and high internal cash generation; and well
established access to a range of financial markets and assured sources of
alternate liquidity.

         "Prime-2" - Issuer or related supporting institutions are considered to
have a strong capacity for repayment of short-term promissory obligations. This
will normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternative liquidity is
maintained.

         "Prime-3" - Issuer or related supporting institutions have an
acceptable capacity for repayment of short-term promissory obligations. The
effects of industry characteristics and market composition may be more
pronounced.

         Variability in earnings and profitability may result in changes in the
level of debt protection measurements and the requirement for relatively high
financial leverage. Adequate alternate liquidity is maintained.

         "Not Prime" - Issuer does not fall within any of the Prime rating
categories.


                                      A-1

<PAGE>

CORPORATE AND MUNICIPAL LONG-TERM DEBT RATINGS

         The following summarizes the ratings used by S&P for corporate and
municipal debt:

         "AAA" - This designation represents the highest rating assigned by S&P
to a debt obligation and indicates an extremely strong capacity to pay interest
and repay principal.

         "AA" - Debt is considered to have a very strong capacity to pay
interest and repay principal and differs from AAA issues only in small degree.

         "A" - Debt is considered to have a strong capacity to pay interest and
repay principal although such issues are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than debt in
higher-rated categories.

         "BBB" - Debt is regarded as having an adequate capacity to pay interest
and repay principal. Whereas such issues normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.

         "BB," "B," "CCC," "CC" and "C" - Debt is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. "BB" indicates the
lowest degree of speculation and "C" the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

         "BB" - Debt has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB-" rating.

         "B" - Debt has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The "B" rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied "BB" or "BB-"
rating.

         "CCC" - Debt has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The "CCC" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"B" or "B-" rating.

         "CC" - This rating is typically applied to debt subordinated to senior
debt that is assigned an actual or implied "CCC" rating.

         "C" - This rating is typically applied to debt subordinated to senior
debt that is assigned an actual or implied "CCC-" debt rating. The "C" rating
may be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued "CI." This rating is reserved for income
bonds on which no interest is being paid.


                                      A-2

<PAGE>

         "D" - Debt is in payment default. This rating is used when interest
payments or principal payments are not made on the date due, even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. "D" rating is also used upon the filing
of a bankruptcy petition if debt service payments are jeopardized.

         PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.

         "r" - This rating is attached to highlight derivative, hybrid, and
certain other obligations that S&P believes may experience high volatility or
high variability in expected returns due to non-credit risks. Examples of such
obligations are: securities whose principal or interest return is indexed to
equities, commodities, or currencies; certain swaps and options; and interest
only and principal only mortgage securities. The absence of an "r" symbol should
not be taken as an indication that an obligation will exhibit no volatility or
variability in total return.

         The following summarizes the ratings used by Moody's for corporate and
municipal long-term debt:

         "Aaa" - Bonds are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

         "Aa" - Bonds are judged to be of high quality by all standards.
Together with the "Aaa" group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "Aaa"
securities.

         "A" - Bonds possess many favorable investment attributes and are to be
considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

         "Baa" - Bonds considered medium-grade obligations, I.E., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

         "Ba," "B," "Caa," "Ca," and "C" - Bonds that possess one of these
ratings provide questionable protection of interest and principal ("Ba"
indicates some speculative elements; "B" indicates a general lack of
characteristics of desirable investment; "Caa" represents a poor standing; "Ca"
represents obligations which are speculative in a high degree; and "C"
represents the lowest rated class of bonds). "Caa," "Ca" and "C" bonds may be in
default.

         Con. (---) - Bonds for which the security depends upon the completion
of some act or the fulfillment of some condition are rated conditionally. These
are bonds secured by (1) earnings of projects under construction, (2) earnings
of projects unseasoned in operation experience, (3) rentals which begin when
facilities are completed, or (4) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.


                                      A-3

<PAGE>


         (P) - When applied to forward delivery bonds, indicates that the rating
is provisional pending delivery of the bonds. The rating may be revised prior to
delivery if changes occur in the legal documents or the underlying credit
quality of the bonds.

         Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's
believes possess the strongest investment attributes are designated by the
symbols, Aa1, A1, Ba1 and B1.

                                      A-4
<PAGE>
                           PART C - OTHER INFORMATION

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

         1. Financial Statements:

         The Registrant's financial statements dated February 6, 2004, notes
to the financial statements and report of independent public auditors thereon
are filed herein and appear in the statement of additional information.

         2. Exhibits:

<Table>
<S>                 <C>
            a.1.    Articles of Incorporation. (***)
            a.2.    Articles of Amendment and Restatement (**)
            b.1.    Bylaws. (***)
            b.2.    Amended and Restated ByLaws (**)
            c.      None.
            d.      Form of Common Share Certificate. (**)
            e.      Form of Terms and Conditions of the Dividend Reinvestment
                    Plan. (**)
            f.      Not applicable.
            g.1.    Form of Investment Advisory Agreement with Tortoise Capital
                    Advisors, L.L.C., (**)
            g.2.    Form of Reimbursement Agreement (**)
            h.1.    Form of Underwriting Agreement. (*)
            h.2.    Form of Master Agreement Among Underwriters. (*)
            h.3.    Form of Master Selected Dealers Agreement (*)
            i.      None.
            j.      Form of Custody Agreement. (**)
            k.1     Form of Stock Transfer Agency Agreement. (**)
            k.2     Form of Administration Agreement. (**)
            k.3     Form of Fund Accounting Agreement (**)
            l.      Opinion of Venable LLP  (*)
            m.      Not applicable.
            n.1.    Opinion of Blackwell Sanders Peper Martin, L.L.P. related to
                    Tax Matters(*)
            n.2.    Opinion of Blackwell Sanders Peper Martin, L.L.P. related to
                    UBTI Tax Matters(*)
            n.3.    Consent of Auditors(*)
            o.      Not applicable.
            p.      Subscription Agreement. (**)
            q.      None.
            r.      Code of Ethics for the Registrant and the Adviser. (**)
            s.      Powers of Attorney. (**)
</Table>

(*)     Filed herewith.

(**)    Incorporated by reference to Pre-Effective Amendment No. 1 to
        Registrant's Registration Statement on Form N-2, filed on January 30,
        2004 (File Nos. 333-110143 and 811-21462).

(***)   Incorporated by reference to Registrant's Registration Statement on Form
        N-2, filed on October 31, 2003 (File Nos. 333-110143 and 811-21462).

ITEM 25: MARKETING ARRANGEMENTS

         See the form of Underwriting Agreement filed herewith as Exhibit
2.h.(1) of this Registration Statement.



<PAGE>

ITEM 26: OTHER EXPENSES AND DISTRIBUTION

         The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement:


<Table>
<S>                                                        <C>
Registration Fees.......................................   $ 36,000
NYSE Listing Fees.......................................     65,000
Directors' Fees and Expenses............................      6,000
Printing (other than certificates)......................    100,000
Accounting Fees and Expenses............................      7,000
Legal Fees and Expenses.................................    500,000
NASD Fee................................................     26,000
Miscellaneous...........................................     60,000
                                                           --------
   Total................................................   $800,000
                                                           ========
</Table>


ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

         None.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

         As of February 19, 2004, the number or record holders of each class of
securities of the Registrant was

<Table>
<Caption>
               TITLE OF CLASS                   NUMBER OF RECORD HOLDERS
- -----------------------------------------       ------------------------
<S>                                             <C>
Common Shares (no par value).............                  11
</Table>

ITEM 29. INDEMNIFICATION

         Maryland law permits a Maryland corporation to include in its charter
a provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty which is
established by a final judgement as being material to the cause of action. The
Registrant's charter contains such a provision which eliminates directors' and
officers' liability to the maximum extent permitted by Maryland law.

         The Registrant's charter authorizes it, to the maximum extent
permitted by Maryland law and the Investment Company Act of 1940, as amended
(the "1940 Act"), to indemnify any present or former director or officer or any
individual who, while a director of the Registrant and at the request of the
Registrant, serves or has served another corporation, real estate investment
trust, partnership, joint venture, trust, employee benefit plan or other
enterprise as a director, officer, partner or trustee, from and against any
claim or liability to which that person may become subject or which that person
may incur by reason of his or her status as a present or former director or
officer of the Registrant and to pay or reimburse his or her reasonable
expenses in advance of final disposition of a proceeding. The Registrant's
Bylaws obligate it, to the maximum extent permitted by Maryland law and the
1940 Act, to indemnify any present or former director or officer or any
individual who, while a director of the Registrant and at the request of the
Registrant, serves or has served another corporation, real estate investment
trust, partnership, joint venture, trust, employee benefit plan or other
enterprise as a director, officer, partner or trustee and who is made a party
to the proceeding by reason of his service in that capacity from and against
any claim or liability to which that person may become subject or which that
person may incur by reason of his or her status as a present or former director
or officer of the Registrant and to pay or reimburse his or her reasonable
expenses in advance of final disposition of a proceeding. The charter and
Bylaws also permit the Registrant to indemnify and advance expenses to any
person who served a predecessor of the Registrant in any of the capacities
described above and any employee or agent of the Registrant or a predecessor of
the Registrant.

         Maryland law requires a corporation (unless its charter provides
otherwise, which the Registrant's charter does not) to indemnify a director or
officer who has been successful in the defense of any proceeding to which he is
made a party by reason of his service in that capacity. Maryland law permits a
corporation to indemnify its present and former directors and officers, among
others, against judgements, penalties, fines, settlements and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding
and (i) was committed in bad faith or (ii) was the result of active and
deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, under Maryland law, a
Maryland corporation may not indemnify for an adverse judgement in a suit by or
in the right of the corporation or for a judgement of liability on the basis
that personal benefit was improperly received, unless in either case a court
orders indemnification and then only for expenses. In addition, Maryland law
permits a corporation to advance reasonable expenses to a director or officer
upon the corporation's receipt of (a) a written affirmation by the director or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking
by him or on his behalf to repay the amount paid or reimbursed by the
corporation if it is ultimately determined that the standard of conduct was not
met.

The provisions set forth above apply insofar as they are consistent with Section
17(h) of the 1940 Act, which prohibits indemnification of any director or
officer of the Registrant against any liability to the Registrant or its
shareholders to which such director or officer otherwise would be subject by
reason of willful


<PAGE>

misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended ("1933 Act"), may be provided to directors, officers and
controlling persons of the Registrant, pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding or payment pursuant to any insurance policy)
is asserted against the Registrant by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

         The information in the Statement of Additional Information under the
caption "Management of the Company--Directors and Officers" is hereby
incorporated by reference.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS

         All such accounts, books, and other documents are maintained at the
offices of the Registrant, at the offices of the Registrant's investment
adviser, Tortoise Capital Advisors, L.L.C., 10801 Mastin Boulevard, Suite 222,
Overland Park, Kansas 66210, at the offices of the custodian, U.S. Bank National
Association, 425 Walnut Street, M.L. CN-OH-W6TC, Cincinnati, Ohio 45202, at
the offices of the transfer agent, Computershare Investor Services, LLC, Two
North LaSalle Street, Chicago, Illinois 60602, or at the officers of the
administrator, U.S. Bancorp Fund Services, LLC, 615 East Michigan Street,
Milwaukee, WI 53202.

ITEM 32. MANAGEMENT SERVICES

         Not applicable.

ITEM 33. UNDERTAKINGS

         1. The Registrant undertakes to suspend the offering of shares until
the prospectus is amended if (1) subsequent to the effective date of its
registration statement, the net asset value declines more than ten percent from
its net asset value as of the effective date of the registration statement or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.

         2. Not applicable.

         3. Not applicable.

         4. Not applicable.

         5. (a) For the purposes of determining any liability under the 1933
Act, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant under Rule 497(h) under the 1933 Act shall be
deemed to be part of the Registration Statement as of the time it was declared
effective.


<PAGE>

                  (b) For the purpose of determining any liability under the
1933 Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.

         6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prominent delivery within two business days of
receipt of a written or oral request the Registrant's statement of additional
information.


<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Overland Park and State of Kansas, on the 20th day
of February, 2004.


                                      Tortoise Energy Infrastructure Corporation

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


<Table>
<Caption>
<S>                                        <C>                                            <C>
/s/ Terry C. Matlack*                      Director and Treasurer (Principal
- ------------------------------------       Financial and Accounting Officer)
Terry C. Matlack                                                                          February 20, 2004

/s/ Conrad S. Ciccotello*                              Director
- ------------------------------------
Conrad S. Ciccotello                                                                      February 20, 2004

/s/ John R. Graham*                                    Director
- ------------------------------------
John R. Graham                                                                            February 20, 2004

/s/ Charles E. Heath*                                  Director
- ------------------------------------
Charles E. Heath                                                                          February 20, 2004

/s/ H. Kevin Birzer*                                   Director
- ------------------------------------
H. Kevin Birzer                                                                           February 20, 2004

/s/ David J. Schulte                     President and Chief Executive Officer
- ------------------------------------          (Principal Executive Officer)
David J. Schulte                                                                          February 20, 2004
</Table>


* By David J. Schulte pursuant to power of attorney, filed on January 30, 2004
in connection with Pre-Effective Amendment No. 1 to Registration Statement and
is hereby incorporated by reference.

<PAGE>
                                  EXHIBIT INDEX

<Table>
<Caption>
  EXHIBIT       DOCUMENT
  -------       --------
<S>             <C>
     a.1.       Articles of Incorporation. (***)
     a.2.       Articles of Amendment and Restatement (**)
     b.1.       Bylaws. (***)
     b.2.       Amended and Restated Bylaws (**)
     c.         None.
     d.         Form of Common Share Certificate. (**)
     e.         Form of Terms and Conditions of the Dividend Reinvestment Plan. (**)
     f.         Not applicable.
     g.1.       Form of Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C., (**)
     g.2.       Form of Reimbursement Agreement (**)
     h.1.       Form of Underwriting Agreement. (*)
     h.2.       Form of Master Agreement Among Underwriters. (*)
     h.3.       Form of Master Selected Dealers Agreement (*)
     i.         None.
     j.         Form of Custody Agreement. (**)
     k.1        Form of Stock Transfer Agency Agreement. (**)
     k.2        Form of Administration Agreement. (**)
     k.3        Form of Fund Accounting Agreement (**)
     l.         Opinion of Venable LLP  (*)
     m.         Not applicable.
     n.1.       Opinion of Blackwell Sanders Peper Martin, L.L.P. related to Tax Matters(*)
     n.2.       Opinion of Blackwell Sanders Peper Martin, L.L.P. related to UBTI Tax Matters(*)
     n.3        Consent of Auditors (*)
     o.         Not applicable.
     p.         Subscription Agreement. (**)
     q.         None.
     r.         Code of Ethics for the Registrant and the Adviser. (**)
     s.         Powers of Attorney. (**)
</Table>

(*)     Filed herewith.

(**)    Incorporated by reference to Pre-Effective Amendment No. 1 to
        Registrant's Registration Statement on Form N-2, filed January 30, 2004
        (File Nos. 333-110143 and 811-21462).

(***)   Incorporated by reference to Registrant's Registration Statement on Form
        N-2, filed on October 31, 2003 (File Nos. 333-110143 and 811-21462).


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.H.1
<SEQUENCE>3
<FILENAME>c81634a3exv99whw1.txt
<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT h.1


                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION
                            (a Maryland Corporation)
                       ____________ Shares of Common Stock
                            Par Value $.00l Per Share

                             UNDERWRITING AGREEMENT



                                ___________, 2004

Stifel, Nicolaus & Company, Inc.
501 North Broadway
St. Louis, Missouri  63012

Ladies and Gentlemen:

Tortoise Energy Infrastructure Corporation, a Maryland corporation (the "FUND"),
and the Fund's investment adviser, Tortoise Capital Advisors, LLC, a __________
limited liability company (the "ADVISER"), each confirms its agreement with
Stifel, Nicolaus & Company, Inc. ("STIFEL NICOLAUS") and Lehman Brothers Inc.
("LEHMAN BROTHERS"), RBC Dain Rausher Inc. ("RBC") and each of the other
Underwriters named in Schedule A hereto (collectively with Stifel Nicolaus, the
"UNDERWRITERS"), for whom Stifel Nicolaus, Lehman Brothers and RBC are acting as
representatives (in such capacity, the "REPRESENTATIVES"), with respect to the
issue and sale by the Fund and the purchase by the Underwriters, acting
severally and not jointly, of the respective number of shares of common stock,
par value $.001 per share, of the Fund ("COMMON SHARES") set forth in Schedule A
hereof (collectively, the "PRIMARY SHARES"), and with respect to the grant by
the Fund to the Underwriters, acting severally and not jointly, of the option
described in Section 2(b) hereof to purchase all or any part of _________
additional Common Shares to cover over-allotments, if any (the "OPTION SHARES").
The Primary shares and Option Shares are collectively referred to as the
"SHARES."

The Fund understands that the Underwriters propose to make a public offering of
the Shares as soon as the Representatives deem advisable after this Agreement
has been executed and delivered.

The Fund has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement on Form N-2 (File Nos. 333-110143 and
811-21462) covering the registration of the Shares under the Securities Act of
1933, as amended (the "1933 ACT"), including the related preliminary prospectus
or prospectuses, and a notification on Form N-8A of registration of the Fund as
an investment company under the Investment Company Act of 1940, as amended (the
"1940 ACT"), and the rules and regulations of the Commission under the 1933 Act
and the 1940 Act (the "RULES AND REGULATIONS"). Promptly after execution and
delivery of this Agreement, the Fund will either (i) prepare


<PAGE>

and file a prospectus in accordance with the provisions of Rule 430A ("RULE
430A") and paragraph (c) or (h) of Rule 497 ("RULE 497") of the Rules and
Regulations or (ii) if the Fund has elected to rely upon Rule 434 ("RULE 434")
of the Rules and Regulations, prepare and file a term sheet (a "TERM SHEET") in
accordance with the provisions of Rule 434 and Rule 497. The information
included in any such prospectus that was omitted from such registration
statement at the time it became effective but that is deemed to be part of such
registration statement at the time it became effective, if applicable, (a)
pursuant to paragraph (b) of Rule 430A is referred to as "RULE 430A INFORMATION"
or (b) pursuant to paragraph (d) of Rule 434 is referred to as "RULE 434
INFORMATION." Each prospectus used before such registration statement became
effective, and any prospectus that omitted, as applicable, the Rule 430A
Information or the Rule 434 Information, that was used after such effectiveness
and prior to the execution and delivery of this Agreement, including in each
case any statement of additional information incorporated therein by reference,
is herein called a "PRELIMINARY PROSPECTUS." Such registration statement,
including the exhibits and schedules thereto at the time it became effective and
including the Rule 430A Information or the Rule 434 Information, as applicable,
is herein called the "REGISTRATION STATEMENT." Any registration statement filed
pursuant to Rule 462(b) of the Rules and Regulations is herein referred to as
the "RULE 462(b) REGISTRATION STATEMENT," and the term "REGISTRATION STATEMENT"
shall include any Rule 462(b) Registration Statement that shall have been filed.
The final prospectus in the form first furnished to the Underwriters for use in
connection with the offering of the Shares, including the statement of
additional information incorporated therein by reference, is herein called the
"PROSPECTUS." If Rule 434 is relied on, the term "Prospectus" shall refer to the
preliminary prospectus dated _________, 2004, including the statement of
additional information incorporated therein by reference, together with the Term
Sheet and all references in this Agreement to the date of the Prospectus shall
mean the date of the Term Sheet. For purposes of this Agreement, all references
to the Registration Statement, any preliminary prospectus, the Prospectus or any
Term Sheet or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system ("EDGAR").

All references in this Agreement to financial statements and schedules and other
information which is "contained," "included" or "stated" in the Registration
Statement, any preliminary prospectus or the Prospectus (or other references of
like import) shall be deemed to mean and include all such financial statements
and schedules and other information which are incorporated by reference in the
Registration Statement, any preliminary prospectus or the Prospectus, as the
case may be.

         SECTION 1. REPRESENTATIONS AND WARRANTIES.


                  (a) REPRESENTATIONS AND WARRANTIES BY THE FUND AND THE
ADVISER. The Fund and the Adviser represent and warrant to each Underwriter as
of the date hereof, as of the Closing Time referred to in Section 2(c) hereof,
and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and
agree with each Underwriter, as follows:


<PAGE>

                  (i) COMPLIANCE WITH REGISTRATION REQUIREMENTS. Each of the
Registration Statement and any Rule 462(b) Registration Statement has become
effective under the 1933 Act and no stop order suspending the effectiveness of
the Registration Statement or any Rule 462(b) Registration Statement has been
issued under the 1933 Act, or order of suspension or revocation of registration
pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such
purpose, have been instituted or are pending or, to the knowledge of the Fund or
the Adviser, are contemplated by the Commission, and any request on the part of
the Commission for additional information has been complied with.

At the respective times the Registration Statement, any Rule 462(b) Registration
Statement and any post-effective amendment thereto (filed before the Closing
Time) became effective and at the Closing Time, as hereinafter defined (and, if
any Option Shares are purchased, at the Date of Delivery), the Registration
Statement, the Rule 462(b) Registration Statement, the notification of Form N-8A
and all amendments and supplements thereto complied and will comply in all
material respects with the requirements of the 1933 Act, the 1940 Act and the
Rules and Regulations and did not and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. Neither the Prospectus
nor any amendment or supplement thereto, at the time the Prospectus or any such
amendment or supplement was issued and at the Closing Time (and, if any Option
Shares are purchased, at the Date of Delivery), included or will include an
untrue statement of a material fact or omitted or will omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If Rule 434 is used,
the Fund will comply with the requirements of Rule 434 and the Prospectus shall
not be "materially different," as such term is used in Rule 434, from the
prospectus included in the Registration Statement at the time it became
effective. The representations and warranties in this subsection shall not apply
to statements in or omissions from the Registration Statement or Prospectus made
in reliance upon and in conformity with information furnished to the Fund by or
on behalf of any Underwriter for use in the Registration Statement or
Prospectus.

Each preliminary prospectus and the prospectus filed as part of the Registration
Statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 497 under the 1933 Act, complied when so filed in all material
respects with the Rules and Regulations and each preliminary prospectus and the
Prospectus delivered to the Underwriters for use in connection with this
offering was identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T.

If a Rule 462(b) Registration Statement is required in connection with the
offering and sale of the Shares, the Fund has complied or will comply with the
requirements of Rule 111 under the 1933 Act Regulations relating to the payment
of filing fees thereof.

                  (ii) INDEPENDENT ACCOUNTANTS. The accountants who certified
         the statement of assets and liabilities included in the Registration



<PAGE>

         Statement have confirmed to the Fund their status as independent public
         accountants as required by the 1933 Act and the Rules and Regulations
         and the Fund and the Adviser have no reason to believe that they are
         not independent public accountants.

                  (iii) FINANCIAL STATEMENTS. The statement of assets and
         liabilities included in the Registration Statement and the Prospectus,
         together with the related notes, presents fairly in accordance with
         generally accepted accounting principals ("GAAP") in all material
         respects the financial position of the Fund at the date indicated and
         has been prepared in conformity in all material respects with GAAP.

                  (iv) NO MATERIAL ADVERSE CHANGE. Since the respective dates as
         of which information is given in the Registration Statement and the
         Prospectus, except as otherwise stated therein, (A) there has been no
         material adverse change in the condition, financial or otherwise, or in
         the earnings, business affairs or business prospects of the Fund,
         whether or not arising in the ordinary course of business (other than
         as a result of changes in market conditions generally) (a "MATERIAL
         ADVERSE EFFECT"), (B) there have been no transactions entered into by
         the Fund, other than those in the ordinary course of business, which
         are material with respect to the Fund, and (C) there has been no
         dividend or distribution of any kind declared, paid or made by the Fund
         on any class of its capital stock.

                  (v) GOOD STANDING OF THE FUND. The Fund has been duly
         organized and is validly existing as a corporation in good standing
         under the laws of the State of Maryland and has the corporate power and
         authority to own, lease and operate its properties and to conduct its
         business as described in the Prospectus and to enter into and perform
         its obligations under this Agreement; and the Fund is duly qualified as
         a foreign corporation to transact business and is in good standing in
         each other jurisdiction in which such qualification is required,
         whether by reason of the ownership or leasing of property or the
         conduct of business, except where the failure so to qualify or to be in
         good standing would not result in a Material Adverse Effect.

                  (vi) NO SUBSIDIARIES. The Fund has no subsidiaries.

                  (vii) INVESTMENT COMPANY STATUS. The Fund is duly registered
         with the Commission under the 1940 Act as a nondiversified, closed-end
         management investment company, and no order of suspension or revocation
         of such registration has been issued or proceedings therefor initiated
         or, to the Fund's knowledge, threatened by the Commission.

                  (viii) OFFICERS AND DIRECTORS. No person is serving or acting
         as an officer, director or investment adviser of the Fund except in
         accordance with the provisions of the 1940 Act and the Rules and
         Regulations and the Investment Advisers Act of 1940, as amended (the
         "ADVISERS ACT"), and the rules and


<PAGE>

         regulations of the Commission promulgated under the Advisers Act (the
         "ADVISERS ACT RULES AND REGULATIONS"). Except as disclosed in the
         Registration Statement or Prospectus, to the Fund's knowledge after due
         inquiry, no director of the Fund is an "INTERESTED PERSON" (as defined
         in the 1940 Act) of the Fund or an "AFFILIATED PERSON" (as defined in
         the 1940 Act) of any Underwriter that serves as a Representative.

                  (ix) CAPITALIZATION. The authorized, issued and outstanding
         capital stock of the Fund is as set forth in the Prospectus as of the
         date thereof under the caption "Description of Common Shares." All
         issued and outstanding Common Shares of the Fund have been duly
         authorized and validly issued and are fully paid and non-assessable,
         and have been offered and sold or exchanged by the Fund in compliance
         with all applicable laws (including, without limitation, federal and
         state securities laws). None of the outstanding Common Shares of the
         Fund was issued in violation of the preemptive or other similar rights
         of any securityholder of the Fund. No shares of preferred stock of the
         Fund have been designated, offered, sold or issued and none of such
         shares of preferred stock are currently outstanding, and the Fund has
         no present intention to do so.

                  (x) AUTHORIZATION AND DESCRIPTION OF SHARES. The Shares to be
         purchased by the Underwriters from the Fund have been duly authorized
         for issuance and sale to the Underwriters pursuant to this Agreement
         and, when issued and delivered by the Fund pursuant to this Agreement
         against payment of the consideration set forth herein, will be validly
         issued, fully paid and non-assessable. The Common Shares conform to all
         statements relating thereto contained in the Prospectus and such
         description conforms in all material respects to the rights set forth
         in the instruments defining the same; and the issuance of the Shares is
         not subject to the preemptive or other similar rights of any
         securityholder of the Fund.

                  (xi) ABSENCE OF DEFAULTS AND CONFLICTS. The Fund is not in
         violation of its charter or by-laws, or in default in the performance
         or observance of any obligation, agreement, covenant or condition
         contained in any material contract, indenture, mortgage, deed of trust,
         loan or credit agreement, note, lease or other agreement or instrument
         to which it is a party or by which it may be bound, or to which any of
         the property or assets of the Fund is subject (collectively,
         "AGREEMENTS AND INSTRUMENTS") except for such violations or defaults
         that would not result in a Material Adverse Effect; and the execution,
         delivery and performance of this Agreement, the Investment Advisory
         Agreement, the Custody Agreement, the Stock Transfer Agency Agreement,
         the Fund Administration Servicing Agreement and the Fund Accounting
         Servicing Agreement referred to in the Registration Statement (as used
         herein, individually the "Investment Advisory Agreement," the "Custody
         Agreement" and the "Stock Transfer Agency Agreement," the "Fund
         Administration Servicing Agreement," and the "Fund Accounting Servicing
         Agreement," respectively and collectively the "OFFERING AGREEMENTS")
         and the consummation of the transactions contemplated in the Offering
         Agreements and in the Registration Statement


<PAGE>

         (including the issuance and sale of the Shares and the use of the
         proceeds from the sale of the Shares as described in the Prospectus
         under the caption "Use of Proceeds") and compliance by the Fund with
         its obligations thereunder have been duly authorized by all necessary
         corporate action and do not and will not, whether with or without the
         giving of notice or passage of time or both, conflict with or
         constitute a breach of, or default or Repayment Event (as defined
         below) under, or result in the creation or imposition of any lien,
         charge or encumbrance upon any property or assets of the Fund pursuant
         to, the Agreements and Instruments (except for such conflicts, breaches
         or defaults or liens, charges or encumbrances that would not result in
         a Material Adverse Effect), nor will such action result in any
         violation of the provisions of the charter or by-laws of the Fund or
         any applicable law, statute, rule, regulation, judgment, order, writ or
         decree of any government, government instrumentality or court, domestic
         or foreign, having jurisdiction over the Fund or any of its assets,
         properties or operations (except for such violations that would not
         result in a Material Adverse Effect). As used herein, a "REPAYMENT
         EVENT" means any event or condition which gives the holder of any note,
         debenture or other evidence of indebtedness (or any person acting on
         such holder's behalf) the right to require the repurchase, redemption
         or repayment of all or a portion of such indebtedness by the Fund.

                  (xii) ABSENCE OF PROCEEDINGS. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic or foreign, now pending, or, to
         the knowledge of the Fund or the Adviser, threatened, against or
         affecting the Fund, which is required to be disclosed in the
         Registration Statement (other than as disclosed therein), or which
         could reasonably be expected to result in a Material Adverse Effect, or
         which could reasonably be expected to materially and adversely affect
         the properties or assets of the Fund or the consummation of the
         transactions contemplated in this Agreement or the performance by the
         Fund of its obligations hereunder. The aggregate of all pending legal
         or governmental proceedings to which the Fund is a party or of which
         any of its property or assets is the subject which are not described in
         the Registration Statement, including ordinary routine litigation
         incidental to the business, could not reasonably be expected to result
         in a Material Adverse Effect.

                  (xiii) ACCURACY OF EXHIBITS. There are no contracts or
         documents which are required to be described in the Registration
         Statement or the Prospectus or to be filed as exhibits thereto by the
         1933 Act, the 1940 Act or by the Rules and Regulations which have not
         been so described and filed as required.

                  (xiv) POSSESSION OF INTELLECTUAL PROPERTY; FUND NAME. The Fund
         owns or possesses, or can acquire on reasonable terms, adequate
         licenses, copyrights, know-how (including trade secrets or confidential
         information, systems or procedures), trademarks, service marks, trade
         names or other intellectual property (collectively, "INTELLECTUAL
         PROPERTY") necessary to carry on the business now operated by the Fund,
         and the Fund has not received any notice or is not otherwise aware of
         any infringement of or conflict with


<PAGE>

         asserted rights of others with respect to any Intellectual Property or
         of any facts or circumstances which would render any Intellectual
         Property invalid or inadequate to protect the interest of the Fund
         therein.

                  (xv) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency is necessary or required for the performance by the Fund of its
         obligations hereunder, in connection with the offering, issuance or
         sale of the Shares hereunder or the consummation of the transactions
         contemplated by this Agreement, except such as have been already
         obtained or as may be required under the 1933 Act, the 1940 Act, the
         Securities Exchange Act of 1934, as amended (the "1934 ACT"), or under
         the rules of the New York Stock Exchange ("NYSE") or the NASD, Inc
         ("NASD") or state securities laws.

                  (xvi) POSSESSION OF LICENSES AND PERMITS. The Fund possesses
         such permits, licenses, approvals, consents and other authorizations
         (collectively, "GOVERNMENTAL LICENSES") issued by the appropriate
         federal, state, local or foreign regulatory agencies or bodies
         necessary to operate its properties and to conduct the business as
         contemplated in the Prospectus. The Fund is in compliance with the
         terms and conditions of all such Governmental Licenses, except where
         the failure so to comply would not, singly or in the aggregate, have a
         Material Adverse Effect. All of the Governmental Licenses are valid and
         in full force and effect, except when the invalidity of such
         Governmental Licenses or the failure of such Governmental Licenses to
         be in full force and effect would not have a Material Adverse Effect.
         The Fund has not received any notice of proceedings relating to the
         revocation or modification of any such Governmental Licenses.

                  (xvii) ADVERTISEMENTS. Any advertising, sales literature or
         other promotional material (including "prospectus wrappers," "broker
         kits," "road show slides" and "road show scripts" and "electronic road
         show presentations") authorized in writing by or prepared by the Fund
         or the Adviser used in connection with the public offering of the
         Shares (collectively, "SALES MATERIAL") does not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein in
         light of the circumstances under which they were made not misleading.
         Moreover, all Sales Material complied and will comply in all material
         respects with the applicable requirements of the 1933 Act, the 1940
         Act, the Rules and Regulations and the rules and interpretations of the
         NASD (except that this representation and warranty does not apply to
         statements in or omissions from the Sales Material made in reliance
         upon and in conformity with information relating to any Underwriter
         furnished to the Fund by or on behalf of any Underwriter through you
         expressly for use therein).

                  (xviii) SUBCHAPTER M. The Fund has not made and will not make
         an election under Section 851(b) of the Internal Revenue Code of 1986,
         as amended


<PAGE>

         (the "CODE") (or any successor provisions thereto), to be treated as a
         regulated investment company for federal income tax purposes.

                  (xix) DISTRIBUTION OF OFFERING MATERIALS. The Fund has not
         distributed and, prior to the later of (A) the Closing Time and (B)
         completion of the distribution of the Shares, will not distribute any
         offering material to the public in connection with the offering and
         sale of the Shares other than the Registration Statement and the
         Prospectus.

                  (xx) ACCOUNTING CONTROLS. The Fund maintains a system of
         internal accounting controls sufficient to provide reasonable
         assurances that (A) transactions are executed in accordance with
         management's general or specific authorization and with the applicable
         requirements of the 1940 Act, the Rules and Regulations, the NASD and
         the Code; (B) transactions are recorded as necessary to permit
         preparation of financial statements in conformity with generally
         accepted accounting principles and to maintain accountability for
         assets and to maintain compliance with the books and records
         requirements under the 1940 Act and the Rules and Regulations; (C)
         access to assets is permitted only in accordance with the management's
         general or specific authorization; and (D) the recorded accountability
         for assets is compared with existing assets at reasonable intervals and
         appropriate action is taken with respect to any differences.

                  (xxi) ABSENCE OF UNDISCLOSED PAYMENTS. Neither the Fund nor,
         to the Fund's Knowledge, any employee or agent of the Fund, has made
         any payment of funds of the Fund or received or retained any funds,
         which payment, receipt or retention of funds is of a character required
         to be disclosed in the Prospectus.

                  (xxii) MATERIAL AGREEMENTS. The Offering Agreements have each
         been duly authorized by all requisite action on the part of the Fund
         and executed and delivered by the Fund, as of the dates noted therein,
         and each complies with all applicable provisions of the 1940 Act in all
         material respects. Assuming due authorization, execution and delivery
         by the other parties thereto with respect to this Agreement and the
         other Offering Agreements, each Offering Agreement constitutes a valid
         and binding agreement of the Fund, enforceable in accordance with its
         terms, except as affected by bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium and other similar laws relating
         to or affecting creditors' rights generally, general equitable
         principles (whether considered in a proceeding in equity or at law) and
         an implied covenant of good faith and fair dealing and except as rights
         to indemnification or contribution thereunder may be limited by federal
         or state laws.

                  (xxiii) REGISTRATION RIGHTS. There are no persons with
         registration rights or other similar rights to have any securities
         registered pursuant to the Registration Statement or otherwise
         registered by the Fund under the 1933 Act.


<PAGE>

                  (xxiv) NYSE LISTING. The Shares have been duly authorized for
         listing, upon notice of issuance, on the NYSE and the Fund's
         registration statement on Form 8-A under the 1934 Act has become
         effective.

                  (b) REPRESENTATIONS AND WARRANTIES BY THE ADVISER. The Adviser
represents and warrants to each Underwriter as of the date hereof, as of the
Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery
(if any) referred to in Section 2(b) hereof as follows:

                  (i) GOOD STANDING OF THE ADVISER. The Adviser has been duly
         organized and is validly existing and in good standing as a limited
         liability company under the laws of the State of Delaware with full
         power and authority to own, lease and operate its properties and to
         conduct its business as described in the Prospectus and is duly
         qualified as a foreign entity to transact business and is in good
         standing in each other jurisdiction in which such qualification is
         required except as would not, individually or in the aggregate, result
         in a material adverse change in the condition, financial or otherwise,
         or in the earnings, business affairs or business prospectus of such
         Adviser, whether or not arising in the ordinary course of business (an
         "ADVISER MATERIAL ADVERSE EFFECT").

                  (ii) INVESTMENT ADVISER STATUS. The Adviser is duly registered
         and in good standing with the Commission as an investment adviser under
         the Advisers Act, and is not prohibited by the Advisers Act, the 1940
         Act, or the rules and regulations under such acts, from acting under
         the Investment Advisory Agreement for the Fund as contemplated by the
         Prospectus.

                  (iii) DESCRIPTION OF ADVISER. The description of the Adviser
         in the Registration Statement and the Prospectus (including any
         amendment or supplement thereto) complied and comply in all material
         respects with the provisions of the 1933 Act, the 1940 Act, the
         Advisers Act, the Rules and Regulations and the Advisers Act Rules and
         Regulations and is true and correct and does not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading.

                  (iv) CAPITALIZATION. The Adviser has the financial resources
         available to it necessary for the performance of its services and
         obligations as contemplated in the Prospectus and in the Offering
         Agreements.

                  (v) AUTHORIZATION OF OFFERING AGREEMENTS; ABSENCE OF DEFAULTS
         AND CONFLICTS. This Agreement and the Investment Advisory Agreement
         have each been duly authorized, executed and delivered by the Adviser,
         and (assuming the due authorization, execution and delivery of each
         other party thereto) such Agreements each constitutes a valid and
         binding obligation of the Adviser, enforceable in accordance with its
         terms, except as affected by bankruptcy, insolvency, fraudulent
         conveyance, reorganization,


<PAGE>

         moratorium and other similar laws relating to or affecting creditors'
         rights generally and general equitable principles (whether considered
         in a proceeding in equity or at law) or an implied covenant of good
         faith and fair dealing and except as rights to indemnification or
         contribution thereunder may be limited by federal or state laws; and
         neither the execution and delivery of this Agreement or the Investment
         Advisory Agreement nor the performance by the Adviser of its
         obligations hereunder or thereunder will conflict with, or result in a
         breach of any of the terms and provisions of, or constitute, with or
         without the giving of notice or lapse of time or both, a default under,
         (i) any agreement or instrument to which the Adviser is a party or by
         which it is bound, (ii) the limited liability company operating
         agreement and other organizational documents of the Adviser, or (iii)
         to the Adviser's knowledge, by any law, order, decree, rule or
         regulation applicable to it of any jurisdiction, court, federal or
         state regulatory body, administrative agency or other governmental
         body, stock exchange or securities association having jurisdiction over
         the Adviser or its properties or operations other than any conflict,
         breach or default that would not, individually or in the aggregate,
         reasonably be expected to result in an Adviser Material Adverse Effect;
         and no consent, approval, authorization or order of any court or
         governmental authority or agency is required for the consummation by
         the Adviser of the transactions contemplated by this Agreement or the
         Investment Advisory Agreement, except as have been obtained or will be
         obtained prior to the Closing Time or may be required under the 1933
         Act, the 1940 Act, the 1934 Act or state securities laws.

                  (vi) NO MATERIAL ADVERSE CHANGE. Since the respective dates as
         of which information is given in the Registration Statement and the
         Prospectus, there has not occurred any event which could reasonably be
         expected to have a material adverse effect on the ability of the
         Adviser to perform its respective obligations under this Agreement and
         the Investment Advisory Agreement.

                  (vii) ABSENCE OF PROCEEDINGS. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic or foreign, now pending, or, to
         the knowledge of the Adviser, threatened against or affecting the
         Adviser or any "affiliated person" of the Adviser (as such term is
         defined in the 1940 Act) or any partners, directors, officers or
         employees of the foregoing, whether or not arising in the ordinary
         course of business, which could reasonably be expected to result in
         Adviser Material Adverse Effect or, materially and adversely affect the
         ability of the Adviser to function as an investment adviser with
         respect to the Fund or perform its obligations under this Agreement or
         the Investment Advisory Agreement, or which is required to be disclosed
         in the Registration Statement and the Prospectus.

                  (viii) ABSENCE OF VIOLATION OR DEFAULT. The Adviser is not in
         violation of its limited liability company operating agreement or other
         organizational documents or in default under any agreement, indenture
         or


<PAGE>

         instrument, except for such violations or defaults that have not and
         could not result in an Adviser Material Adverse Effect.

                  (c) OFFICER'S CERTIFICATES. Any certificate signed by any
officer of the Fund or the Adviser delivered to the Representatives or to
counsel for the Underwriters shall be deemed a representation and warranty by
the Fund or the Adviser, as the case may be, to each Underwriter as to the
matters covered thereby.

         SECTION 2. SALE AND DELIVERY TO UNDERWRITERS; CLOSING.

                  (a) PRIMARY SHARES. On the basis of the representations,
warranties and covenants contained herein and subject to the terms and
conditions set forth herein, the Fund agrees to sell to each Underwriter,
severally and not jointly, and each Underwriter, severally and not jointly,
agrees to purchase from the Fund, at the price per share set forth in Schedule
B, the number of Primary Shares set forth in Schedule A opposite the name of
such Underwriter, plus any additional number of Primary Shares which such
Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof.

                  (b) OPTION SHARES. In addition, on the basis of the
representations and warranties contained herein and subject to the terms and
conditions set forth herein, the Fund hereby grants an option to the
Underwriters, severally and not jointly, to purchase up to an additional
________________ Common Shares in the aggregate at the price per share set forth
in Schedule B, less an amount per share equal to any dividends or distributions
declared by the Fund and payable on the Primary Shares but not payable on the
Option Shares. The option hereby granted will expire 45 days after the date
hereof and may be exercised in whole or in part from time to time only for the
purpose of covering over-allotments which may be made in connection with the
offering and distribution of the Primary Shares upon notice by the
Representatives to the Fund setting forth the number of Option Shares as to
which the several Underwriters are then exercising the option and the time and
date of payment and delivery for such Option Shares. Any such time and date of
delivery (a "DATE OF DELIVERY") shall be determined by the Representatives, but
shall not be later than seven (7) full business days and no earlier than three
(3) full business days after the exercise of said option, nor in any event prior
to the Closing Time. If the option is exercised as to all or any portion of the
Option Shares, each of the Underwriters, acting severally and not jointly, will
purchase that proportion of the total number of Option Shares then being
purchased which the number of Primary Shares set forth in Schedule A opposite
the name of such Underwriter bears to the total number of Primary Shares,
subject in each case to such adjustments as Stifel Nicolaus in its discretion
shall make to eliminate any sales or purchases of a fractional number of Option
Shares plus any additional number of Option Shares which such Underwriter may
become obligated to purchase pursuant to the provisions of Section 10 hereof.

                  (c) PAYMENT. Payment of the purchase price for, and delivery
of certificates for, the Primary Shares shall be made at the offices of Kaye
Scholer LLP, 425 Park Avenue, New York, New York 10022 or at such other place as
shall be agreed upon


<PAGE>

by the Representatives and the Fund, at 10:00 A.M. (Eastern time) on the third
business day after the date hereof (unless postponed in accordance with the
provisions of Section 10), or such other time not later than ten (10) business
days after such date as shall be agreed upon by the Representatives and the Fund
(such time and date of payment and delivery being herein called "Closing Time").
In addition, in the event that any or all of the Option Shares are purchased by
the Underwriters, payment of the purchase price for such Option Shares shall be
made at the above-mentioned offices, or at such other place as shall be agreed
upon by the Representatives and the Fund, on each Date of Delivery as specified
in the notice from the Representatives to the Fund.

Payment shall be made to the Fund by wire transfer of immediately available
funds to a bank account designated by the Fund, against delivery to the
Representatives for the respective accounts of the Underwriters of the Shares to
be purchased by them. It is understood that each Underwriter has authorized the
Representatives, for its account, to accept delivery of, receipt for, and make
payment of the purchase price for, the Primary Shares and the Option Shares, if
any, which it has agreed to purchase. Stifel Nicolaus, individually and not as
representative of the Underwriters, may (but shall not be obligated to) make
payment of the purchase price for the Primary Shares or the Option Shares, if
any, to be purchased by any Underwriter whose funds have not been received by
the Closing Time or the relevant Date of Delivery, as the case may be, but such
payment shall not relieve such Underwriter from its obligations hereunder.

                  (d) DENOMINATIONS; REGISTRATION. Certificates for the Primary
Shares and the Option Shares, if any, shall be in such denominations and
registered in such names as the Representatives may request in writing at least
three (3) full business days before the Closing Time or the relevant Date of
Delivery, as the case may be. The certificates for the Primary Shares and the
Option Shares, if the Fund determines to issue any such certificates, will be
made available for examination and packaging by the Representatives in the City
of New York not later than 10:00 A.M. (Eastern time) on the business day prior
to the Closing Time or the relevant Date of Delivery, as the case may be. The
Primary Shares and the Option Shares to be purchased hereunder shall be
delivered to you at the Closing Time or the relevant Date of Delivery, as the
case may be, through the facilities of the Depository Trust Company or another
mutually agreeable facility, against payment of the purchase price therefor in
immediately available funds to the order of the Fund.

         SECTION 3. COVENANTS.

                  (a) The Fund and Adviser covenant with each Underwriter as
follows:

                  (i) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION
         REQUESTS. The Fund, subject to Section 3(a)(ii), will comply with the
         requirements of Rule 430A or Rule 434, as applicable, and will notify
         the Representatives as soon as practicable, and confirm the notice in
         writing, (i) when any post-effective amendment to the Registration
         Statement shall become effective, or any supplement to the Prospectus
         or any amended Prospectus shall have been filed, (ii) of the receipt of
         any comments from the Commission, (iii) of


<PAGE>

         any request by the Commission for any amendment to the Registration
         Statement or any amendment or supplement to the Prospectus or for
         additional information, and (iv) of the issuance by the Commission of
         any stop order suspending the effectiveness of the Registration
         Statement or of any order preventing or suspending the use of any
         preliminary prospectus, or of the suspension of the qualification of
         the Shares for offering or sale in any jurisdiction, or of the
         initiation or threatening of any proceedings for any of such purposes.
         The Fund will promptly effect the filings necessary pursuant to Rule
         497 and will take such steps as it deems necessary to ascertain
         promptly whether the form of prospectus transmitted for filing under
         Rule 497 was received for filing by the Commission and, in the event
         that it was not, it will promptly file such prospectus. The Fund will
         make every reasonable effort to prevent the issuance of any stop order,
         or order of suspension or revocation of registration pursuant to
         Section 8(e) of the 1940 Act, and, if any such stop order or order of
         suspension or revocation of registration is issued, to obtain the
         lifting thereof at the earliest possible moment.

                  (ii) FILING OF AMENDMENTS. The Fund will give the
         Representatives notice of its intention to file or prepare any
         amendment to the Registration Statement (including any filing under
         Rule 462(b)), any Term Sheet or any amendment, supplement or revision
         to either the prospectus included in the Registration Statement at the
         time it became effective or to the Prospectus, and will furnish the
         Representatives with copies of any such documents a reasonable amount
         of time prior to such proposed filing or use, as the case may be, and
         will not file or use any such document to which the Representatives or
         counsel for the Underwriters shall reasonably object; provided, however
         that this covenant shall not apply to any post-effective amendment
         required by Rule 8b-16 of the 1940 Act which is filed with the
         Commission after the later of (x) one year from the date of this
         Agreement or (y) the date on which the distribution of the Shares is
         completed.

                  (iii) DELIVERY OF REGISTRATION STATEMENTS. The Fund has
         furnished or will deliver to the Representatives and counsel for the
         Underwriters, without charge, signed copies of the Registration
         Statement as originally filed and of each amendment thereto (including
         exhibits filed therewith or incorporated by reference therein) and
         signed copies of all consents and certificates of experts, and will
         also deliver to the Representatives, without charge, a conformed copy
         of the Registration Statement as originally filed and of each amendment
         (except any post-effective amendment required by Rule 8b-16 of the 1940
         Act which is filed with the Commission after the later of (x) one year
         from the date of this Agreement or (y) the date on which the
         distribution of the Shares is completed) thereto (without exhibits) for
         each of the Underwriters. The copies of the Registration Statement and
         each amendment thereto furnished to the Underwriters will be identical
         to the electronically transmitted copies thereof filed with the
         Commission pursuant to EDGAR, except to the extent permitted by
         Regulation S-T.


<PAGE>

                  (iv) DELIVERY OF PROSPECTUSES. The Fund has delivered to each
         Underwriter, without charge, as many copies of each preliminary
         prospectus as such Underwriter reasonably requested, and the Fund
         hereby consents to the use of such copies for purposes permitted by the
         1933 Act. The Fund will furnish to each Underwriter, without charge,
         during the period when the Prospectus is required to be delivered under
         the 1933 Act or the 1934 Act, such number of copies of the Prospectus
         (as amended or supplemented) as such Underwriter may reasonably
         request. The Prospectus and any amendments or supplements thereto
         furnished to the Underwriters will be identical to the electronically
         transmitted copies thereof filed with the Commission pursuant to EDGAR,
         except to the extent permitted by Regulation S-T.

                  (v) CONTINUED COMPLIANCE WITH SECURITIES LAWS. If at any time
         when a prospectus is required by the 1933 Act to be delivered in
         connection with sales of the Shares, any event shall occur or condition
         shall exist as a result of which it is necessary, in the reasonable
         opinion of counsel for the Underwriters or for the Fund, to amend the
         Registration Statement or amend or supplement the Prospectus in order
         that the Prospectus will not include any untrue statements of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein not misleading in the light of the
         circumstances existing at the time it is delivered to a purchaser, or
         if it shall be necessary, in the opinion of such counsel, at any such
         time to amend the Registration Statement or amend or supplement the
         Prospectus in order to comply with the requirements of the 1933 Act or
         the Rules and Regulations, the Fund will promptly prepare and file with
         the Commission, subject to Section 3(a)(ii), such amendment or
         supplement as may be necessary to correct such statement or omission or
         to make the Registration Statement or the Prospectus comply with such
         requirements, and the Fund will furnish to the Underwriters such number
         of copies of such amendment or supplement as the Underwriters may
         reasonably request.

                  (vi) BLUE SKY QUALIFICATIONS. The Fund will use its best
         efforts, in cooperation with the Underwriters, to qualify the Shares
         for offering and sale under the applicable securities laws of such
         states and other jurisdictions of the United States as the
         Representatives may designate and to maintain such qualifications in
         effect so long as required for the distribution of the Shares;
         provided, however, that the foregoing shall not apply to the extend
         that the Shares are "covered securities" that are exempt from state
         regulation of securities offerings pursuant to Section 18 of the 1933
         Act; and provided, further, that the Fund shall not be obligated to
         file any general consent to service of process or to qualify as a
         foreign corporation or as a dealer in securities in any jurisdiction in
         which it is not so qualified or to subject itself to taxation in
         respect of doing business in any jurisdiction in which it is not
         otherwise so subject.

                  (vii) RULE 158. The Fund will timely file such reports
         pursuant to the 1934 Act as are necessary in order to make generally
         available to its securityholders as soon as practicable an earnings
         statement for the purposes of,


<PAGE>

         and to provide the benefits contemplated by, the last paragraph of
         Section 11(a) of the 1933 Act.

                  (viii) USE OF PROCEEDS. The Fund will use the net proceeds
         received by it from the sale of the Shares in the manner specified in
         the Prospectus under "Use of Proceeds."

                  (ix) LISTING. The Fund will use its best efforts to effect the
         listing of the Shares on the NYSE, subject to notice of issuance, no
         later than two weeks after the effectiveness of the Registration
         Statement.

                  (x) RESTRICTION ON SALE OF SHARES. During a period of 180 days
         from the date of the Prospectus, the Fund will not, without the prior
         written consent of Stifel Nicolaus, (A) directly or indirectly, offer,
         pledge, sell, contract to sell, sell any option or contract to
         purchase, purchase any option or contract to sell, grant any option,
         right or warrant to purchase or otherwise transfer or dispose of Common
         Shares or any securities convertible into or exercisable or
         exchangeable for Common Shares or file any registration statement under
         the 1933 Act with respect to any of the foregoing or (B) enter into any
         swap or any other agreement or any transaction that transfers, in whole
         or in part, directly or indirectly, the economic consequence of
         ownership of the Common Shares, whether any such swap or transaction
         described in clause (A) or (B) above is to be settled by delivery of
         Common Shares or such other securities, in cash or otherwise. The
         foregoing sentence shall not apply to the Shares to be sold hereunder
         or the Common Shares issued pursuant to any dividend reinvestment plan.

                  (xi) REPORTING REQUIREMENTS. The Fund, during the period when
         the Prospectus is required to be delivered under the 1933 Act or the
         1934 Act, will file all documents required to be filed with the
         Commission pursuant to the 1940 Act and the 1934 Act within the time
         periods required by the 1940 Act and the Rules and Regulations and the
         1934 Act and the rules and regulations of the Commission thereunder,
         respectively.

                  (xii) NO MANIPULATION OF MARKET FOR SHARES. Except for the
         authorization of actions permitted to be taken by the Underwriters as
         contemplated herein or in the Prospectus, the Fund will not (a) take,
         directly or indirectly, any action designed to cause or to result in,
         or that might reasonably be expected to constitute, the stabilization
         or manipulation of the price of any security of the Fund to facilitate
         the sale or resale of the Shares in violation of federal or state
         securities laws, and (b) until the Closing Time, or the Date of
         Delivery, if any, (i) except for Share repurchases permitted in
         accordance with applicable laws and issuances of Shares or purchases of
         Shares in the open market pursuant to the Fund's dividend reinvestment
         plan, sell, bid for or purchase the Shares or pay any person any
         compensation for soliciting purchases of the Shares or (ii) pay or
         agree to pay to any person any compensation for soliciting another to
         purchase any other securities of the Fund.


<PAGE>

                  (xiii) RULE 462(B) REGISTRATION STATEMENT. If the Fund elects
         to rely upon Rule 462(b), the Fund shall file a Rule 462(b)
         Registration Statement with the Commission in compliance with Rule
         462(b) by 10:00 P.M., Washington, D.C. time, on the date of this
         Agreement, and the Fund shall at the time of filing either pay to the
         Commission the filing fee for the Rule 462(b) Registration Statement or
         give irrevocable instructions for the payment of such fee pursuant to
         Rule 111(b) under the 1933 Act.

         SECTION 4. PAYMENT OF EXPENSES.

                  (a) EXPENSES. The Fund will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, printing and delivery to the Underwriters of this
Agreement, any agreement among Underwriters and such other documents as may be
required in connection with the offering, purchase, sale, issuance or delivery
of the Shares, (iii) the preparation, issuance and delivery of the certificates
for the Shares to the Underwriters, including any stock or other transfer taxes
and any stamp or other duties payable upon the sale, issuance or delivery of the
Shares to the Underwriters, (iv) the fees and disbursements of the Fund's
counsel, accountants and other advisers, (v) the printing and delivery to the
Underwriters of copies of each preliminary prospectus, Prospectus and any
amendments or supplements thereto, (vi) the fees and expenses of any transfer
agent or registrar for the Shares, (vii) the filing fees incident to, and the
reasonable fees and disbursements of counsel to the Underwriters in connection
with, the review by the NASD of the terms of the sale of the Shares, (viii) the
fees and expenses incurred in connection with the listing of the Shares on the
NYSE and (ix) the printing of any Sales Material.

                  (b) TERMINATION OF AGREEMENT. If this Agreement is terminated
for any reason, the Fund or the Adviser shall reimburse, or arrange for an
affiliate to reimburse, the Underwriters for all of their out of pocket
expenses, including reasonable fees and disbursements of counsel for the
Underwriters up to a maximum reimbursement of $70,000.

         SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS.

The obligations of the several Underwriters hereunder are subject to the
accuracy of the representations and warranties of the Fund and the Adviser
contained in Section 1 hereof or in certificates of any officer of the Fund or
the Adviser delivered pursuant to the provisions hereof, to the performance by
the Fund and the Adviser of their respective covenants and other obligations
hereunder, and to the following further conditions:

                  (a) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective and at Closing Time no stop order suspending the effectiveness of the
Registration Statement shall have been issued under the 1933 Act, no notice or
order pursuant to Section 8(e) of the 1940 Act shall have been issued, and no
proceedings with


<PAGE>

respect to either shall have been initiated or, to the Fund's knowledge,
threatened by the Commission, and any request on the part of the Commission for
additional information shall have been complied with to the reasonable
satisfaction of counsel to the Underwriters. A prospectus containing the Rule
430A Information shall have been filed with the Commission in accordance with
Rule 497 (or a post-effective amendment providing such information shall have
been filed and declared effective in accordance with the requirements of Rule
430A) or, if the Fund has elected to rely upon Rule 434, a Term Sheet shall have
been filed with the Commission in accordance with Rule 497.

                  (b) OPINION OF COUNSEL FOR THE FUND AND THE ADVISER. At
Closing Time, the Representatives shall have received the favorable opinions,
dated as of Closing Time, from Blackwell Sanders Peper Martin LLP, counsel for
the Fund and Advisor and Vedder, Price, Kaufman & Kammholz, P.C., special
counsel for the Fund, as to matters set for in Exhibit A, B and C hereto. As to
matters of Maryland law, Blackwell Sanders Peper Martin LLP may rely on the
opinion of Venable LLP.

                  (c) OFFICERS' CERTIFICATES. At Closing Time, there shall not
have been, since the date hereof or since the respective dates as of which
information is given in the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Fund, whether or not arising in the ordinary course of
business, and the Representatives shall have received a certificate of a duly
authorized officer of the Fund and of the chief financial or chief accounting
officer of the Fund and of the President or a Vice President or Managing
Director of the Adviser, dated as of Closing Time, to the effect that (i) there
has been no such material adverse change, (ii) the representations and
warranties in Sections l(a) and (b) hereof are true and correct with the same
force and effect as though expressly made at and as of Closing Time, (iii) the
Fund or the Adviser, as applicable, has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior to
Closing Time, and (iv) no stop order suspending the effectiveness of the
Registration Statement, or order of suspension or revocation of registration
pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for
any such purpose have been instituted or are pending or, to the knowledge of
the Fund or the Adviser, contemplated by the Commission.

                  (d) ACCOUNTANT'S COMFORT LETTER. At the time of the execution
of this Agreement, the Representatives shall have received from Ernst & Young
LLP ("E & Y") a letter dated such date, in form and substance satisfactory to
the Representatives, containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.

                  (e) BRING-DOWN COMFORT LETTER. At Closing Time, the
Representatives shall have received from E & Y a letter, dated as of Closing
Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (d) of this Section, except that the specified
date referred to shall be a date not more than three (3) business days prior to
Closing Time.


<PAGE>

                  (f) APPROVAL OF LISTING. At Closing Time, the Shares shall
have been approved for listing on the NYSE, subject only to official notice of
issuance.

                  (g) NO OBJECTION. The NASD has confirmed that it has not
raised any objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements.

                  (h) CONDITIONS TO PURCHASE OF OPTION SHARES. In the event that
the Underwriters exercise their option provided in Section 2(b) hereof to
purchase all or any portion of the Option Shares, the representations and
warranties of the Fund contained herein and the statements in any certificates
furnished by the Fund hereunder shall be true and correct as of each Date of
Delivery and, at the relevant Date of Delivery, the Representatives shall have
received:

                  (i) OFFICERS' CERTIFICATES. Certificates, dated such Date of
         Delivery, of a duly authorized officer of the Fund and of the chief
         financial or chief accounting officer of the Fund and of the President
         or a Vice President or Managing Director of the Adviser confirming that
         the information contained in the certificate delivered by each of them
         at the Closing Time pursuant to Section 5(d) hereof remains true and
         correct as of such Date of Delivery.

                  (ii) OPINIONS OF COUNSEL FOR THE FUND AND THE ADVISER. The
         favorable opinions of Blackwell Sanders Peper Martin LLP, counsel for
         the Fund and the Adviser and Vedder, Price, Kaufman & Kammholz, P.C.,
         special counsel for the Fund, dated such Date of Delivery, relating to
         the Option Shares to be purchased on such Date of Delivery and
         otherwise to the same effect as the opinion required by Section 5(b)
         hereof, including reliance by Blackwell Sanders Peper Martin LLP on
         Venable LLP as to matters of Maryland law.

                  (iii) BRING-DOWN COMFORT LETTER. A letter from E & Y, in form
         and substance satisfactory to the Representatives and dated such Date
         of Delivery, substantially in the same form and substance as the letter
         furnished to the Representatives pursuant to Section 5(e) hereof,
         except that the "specified date" in the letter furnished pursuant to
         this paragraph shall be a date not more than five (5) days prior to
         such Date of Delivery.

                  (i) ADDITIONAL DOCUMENTS. At Closing Time and at each Date of
Delivery, counsel for the Underwriters shall have been furnished with such
documents and opinions as they may reasonably require for the purpose of
enabling them to pass upon the issuance and sale of the Shares as herein
contemplated, or in order to evidence the accuracy of any of the representations
or warranties, or the fulfillment of any of the conditions herein contained; and
all proceedings taken by the Fund and the Adviser in connection with the
organization and registration of the Fund under the 1940 Act and the issuance
and sale of the Shares as herein contemplated shall be reasonably satisfactory
in form and substance to the Representatives and counsel for the Underwriters.


<PAGE>

                  (j) TERMINATION OF AGREEMENT. If any condition specified in
this Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the case of any condition to the purchase of Option
Shares, on a Date of Delivery which is after the Closing Time, the obligations
of the several Underwriters to purchase the relevant Option Shares, may be
terminated by the Representatives by notice to the Fund at any time at or prior
to Closing Time or such Date of Delivery, as the case may be, and such
termination shall be without liability of any party to any other party except as
provided in Section 4 and except that Sections 1, 6, 7, 8 and 13 shall survive
any such termination and remain in full force and effect.

         SECTION 6. INDEMNIFICATION.

                  (a) INDEMNIFICATION OF UNDERWRITERS. The Fund and the Adviser
agree, jointly and severally, to indemnify and hold harmless each Underwriter
and each person, if any, who controls any Underwriter within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, and any director,
officer, employee or affiliate thereof as follows:

                  (i) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged untrue statement of a material fact contained in the
         Registration Statement (or any amendment thereto), including the Rule
         430A Information and the Rule 434 Information, if applicable, or the
         omission or alleged omission therefrom of a material fact required to
         be stated therein or necessary to make the statements therein not
         misleading or arising out of any untrue statement or alleged untrue
         statement of a material fact included in any preliminary prospectus or
         the Prospectus (or any amendment or supplement thereto), or the
         omission or alleged omission therefrom of a material fact necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 6(e) below) any such settlement is effected
         with the written consent of the Fund; and

                  (iii) against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel chosen by Stifel
         Nicolaus), reasonably incurred in investigating, preparing or defending
         against any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under (i) or (ii) above; provided, however, that
         this indemnity agreement shall not apply to any loss, liability, claim,
         damage or expense to the extent


<PAGE>

         arising out of any untrue statement or omission or alleged untrue
         statement or omission made in reliance upon and in conformity with
         written information furnished to the Fund or the Adviser by any
         Underwriter through Stifel Nicolaus expressly for use in the
         Registration Statement (or any amendment thereto), including the Rule
         430A Information and the Rule 434 Information, if applicable, or any
         preliminary prospectus or the Prospectus (or any amendment or
         supplement thereto); and provided further that the Fund or the Adviser
         will not be liable to any Underwriter with respect to any Prospectus to
         the extent that the Fund or the Adviser shall sustain the burden of
         proving that any such loss, liability, claim, damage or expense
         resulted from the fact that such Underwriter, in contravention of a
         requirement of this Agreement or applicable law, sold Shares to a
         person to whom such Underwriter failed to send or give, at or prior to
         the Closing Time, a copy of the final Prospectus, as then amended or
         supplemented if: (i) the Fund has previously furnished copies thereof
         (sufficiently in advance of the Closing Time to allow for distribution
         by the Closing Time) to the Underwriter and the loss, liability, claim,
         damage or expense of such Underwriter resulted from an untrue statement
         or omission of a material fact contained in or omitted from the
         preliminary Prospectus which was corrected in the final Prospectus as,
         if applicable, amended or supplemented prior to the Closing Time and
         such final Prospectus was required by law to be delivered at or prior
         to the written confirmation of sale to such person and (ii) such
         failure to give or send such final Prospectus by the Closing Time to
         the party or parties asserting such loss, liability, claim, damage or
         expense would have constituted a defense to the claim asserted by such
         person.

                  (b) INDEMNIFICATION OF FUND, ADVISER, DIRECTORS AND OFFICERS.
Each Underwriter severally agrees to indemnify and hold harmless the Fund and
the Adviser, their respective directors, each of the Fund's officers who signed
the Registration Statement, and each person, if any, who controls the Fund or
the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), including the Rule 430A Information and the Rule 434
Information, if applicable, or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Fund or the Adviser by such Underwriter
through Stifel Nicolaus expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

                  (c) INDEMNIFICATION FOR MARKETING MATERIALS. In addition to
the foregoing indemnification, the Fund and the Adviser also agree to indemnify
and hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 6(a), as limited by the proviso
set forth therein, with


<PAGE>

respect to any Sales Material in the form approved by the Fund and the Adviser
for use by the Underwriters and securities firms to whom the Fund or the Adviser
shall have disseminated materials in connection with the public offering of the
Shares.

                  (d) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified
party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to
the extent it is not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have otherwise than on
account of this indemnity agreement. In the case of parties indemnified pursuant
to Section 6(a) above, counsel to the indemnified parties shall be selected by
Stifel Nicolaus, and, in the case of parties indemnified pursuant to Section
6(b) above, counsel to the indemnified parties shall be selected by the Fund and
the Adviser. An indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying parties be
liable for fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 or Section 7 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

                  (e) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement; provided that an indemnifying party shall not be
liable for any such settlement effected without its consent if such indemnifying
party, prior to the date of such settlement, (1) reimburses such indemnified
party in accordance with such request for the amount of such fees and expenses
of counsel as the indemnifying party believes in good faith to be reasonable,
and (2)


<PAGE>

provides written notice to the indemnified party that the indemnifying party
disputes in good faith the reasonableness of the unpaid balance of such fees and
expenses.

                  (f) LIMITATIONS ON INDEMNIFICATION. Any indemnification by the
Fund shall be subject to the requirements and limitations of Section 17(i) of
the 1940 Act and 1940 Act Release 11330.

         SECTION 7. CONTRIBUTION.

If the indemnification provided for in Section 6 hereof is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Fund and the Advisor on the one hand and the
Underwriters on the other hand from the offering of the Shares pursuant to this
Agreement or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Fund and the Adviser on the one hand and of the Underwriters on the other
hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

The relative benefits received by the Fund and the Adviser on the one hand and
the Underwriters on the other hand in connection with the offering of the Shares
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Shares pursuant
to this Agreement (before deducting expenses) received by the Fund and the total
underwriting discount received by the Underwriters (whether from the Fund or
otherwise), in each case as set forth on the cover of the Prospectus or, if Rule
434 is used, the corresponding location on the Term Sheet, bear to the aggregate
initial public offering price of the Shares as set forth on such cover.

The relative fault of the Fund and the Adviser on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Fund or the Adviser or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

The Fund, the Adviser and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation


<PAGE>

or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of any such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as such Underwriter, and each
director of the Fund and each director of the Adviser, respectively, each
officer of the Fund who signed the Registration Statement, and each person, if
any, who controls the Fund or the Adviser, within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Fund and the Adviser, respectively. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the number of Primary Shares set forth opposite their respective
names in Schedule A hereto and not joint.

Any contribution by the Fund shall be subject to the requirements and
limitations of Section 17(i) of the 1940 Act and 1940 Act Release 11330.

         SECTION 8. REPRESENTATIONS AND WARRANTIES TO SURVIVE DELIVERY.

All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Fund or the Adviser submitted pursuant hereto,
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or controlling person, or
by or on behalf of the Fund or the Adviser, and shall survive delivery of the
Shares to the Underwriters.

         SECTION 9. TERMINATION OF AGREEMENT.

                  (a) TERMINATION; GENERAL. The Representatives may terminate
this Agreement, by notice to the Fund, at any time at or prior to Closing Time
(i) if there has been, since the time of execution of this Agreement or since
the respective dates as of which information is given in the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Fund or the Adviser,
whether or not arising in the ordinary course of business, or (ii) if there has
occurred any material adverse change in the financial markets in the United
States or the international financial markets, any material outbreak of
hostilities or material escalation thereof or other calamity or crisis or any
change or development


<PAGE>

involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it,
in the judgment of the Representatives, impracticable or inadvisable to market
the Shares or to enforce contracts for the sale of the Shares, or (iii) if
trading in the Common Shares of the Fund has been suspended or materially
limited by the Commission or the NYSE, or if trading generally on the American
Stock Exchange or in the NASDAQ National Market has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by any of said exchanges or by such system
or by order of the Commission, the NASD or any other governmental authority, or
a material disruption has occurred in commercial banking or securities
settlement or clearance services in the United States, or (iv) if a banking
moratorium has been declared by either Federal or Missouri authorities.

                  (b) LIABILITIES. If this Agreement is terminated pursuant to
this Section 9, such termination shall be without liability of any party to any
other party except as provided in Section 4 hereof, and provided further that
Sections 1, 6, 7, 8 and 13 shall survive such termination and remain in full
force and effect.

         SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS.

If one or more of the Underwriters shall fail at Closing Time or any Date of
Delivery to purchase the Shares which it or they are obligated to purchase under
this Agreement (the "Defaulted Shares"), the Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters, to purchase all, but not
less than all, of the Defaulted Shares in such amounts as may be agreed upon and
upon the terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

                  (a) if the number of Defaulted Shares does not exceed 10% of
the number of Shares to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full
amount thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or

                  (b) if the number of Defaulted Shares exceeds 10% of the
number of Shares to be purchased on such date, this Agreement or, with respect
to any Date of Delivery which occurs after the Closing Time, the obligation of
the Underwriters to purchase and of the Fund to sell the Option Shares to be
purchased and sold on such Date of Delivery, shall terminate without liability
on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this
Agreement or, in the case of a Date of Delivery which is after the Closing Time,
which does not


<PAGE>

result in a termination of the obligation of the Underwriters to purchase and
the Fund to sell the relevant Option Shares, as the case may be, either the
Representatives or the Fund shall have the right to postpone Closing Time or the
relevant Date of Delivery, as the case may be, for a period not exceeding seven
(7) days in order to effect any required changes in the Registration Statement
or Prospectus or in any other documents or arrangements. As used herein, the
term "Underwriter" includes any person substituted for an Underwriter under this
Section 10.

         SECTION 11. NOTICES.

All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Underwriters shall be directed to the
Representatives, Stifel Nicolaus & Company, Inc., 501 North Broadway, St. Louis,
Missouri 63102, attention of Equity Capital Markets; and notices to the Fund or
the Adviser shall be directed, as appropriate, to the office of the Adviser,
10801 Mastin Boulevard, Suite 222, Overland Park, Kansas 66210, attention of
Management Committee.

         SECTION 12. PARTIES.

This Agreement shall each inure to the benefit of and be binding upon the
Underwriters, the Fund, the Adviser and their respective partners and
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters, the Fund, the Adviser and their respective successors and the
controlling persons and officers and directors referred to in Sections 6 and 7
and their heirs and legal representatives, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the Underwriters, the Fund, the
Adviser and their respective partners and successors, and said controlling
persons and officers, directors and their heirs and legal representatives, and
for the benefit of no other person, firm or corporation. No purchaser of Shares
from any Underwriter shall be deemed to be a successor by reason merely of such
purchase.

         SECTION 13. GOVERNING LAW AND TIME.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF MISSOURI APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID
STATE. UNLESS OTHERWISE EXPLICITLY PROVIDED, SPECIFIED TIMES OF DAY REFER TO
CENTRAL STANDARD TIME.

         SECTION 14. EFFECT OF HEADINGS.

The Article and Section headings herein are for convenience only and shall not
affect the construction hereof.


<PAGE>

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon this instrument,
along with all counterparts, will become a binding agreement among the
Underwriters, the Fund and the Adviser in accordance with its terms.

                                    Very truly yours,


                                    TORTOISE ENERGY INFRASTRUCTURE CORPORATION


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



                                    TORTOISE CAPITAL ADVISORS, LLC


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




<PAGE>

CONFIRMED AND ACCEPTED,
as of the date first above written:


STIFEL, NICOLAUS & COMPANY, INCORPORATED




By:
   -----------------------------------------
       Authorized Signatory



LEHMAN BROTHERS INC.



By:
   -----------------------------------------
       Authorized Signatory
                           -



RBC DAIN RAUSHER INC.



By:
   -----------------------------------------
       Authorized Signatory


Each for itself and collectively as Representatives of the other
Underwriters named in Schedule A hereto.



<PAGE>

                                   SCHEDULE A


<Table>
<Caption>
                                                     Number of Primary
               Name of Underwriter                        Shares
               -------------------                   -----------------
<S>                                                   <C>

Stifel, Nicolaus & Company, Incorporated .......      _______________

Lehman Brothers, Inc. ..........................      _______________

RBC Dain Rausher Inc. ..........................      _______________

Advest, Inc. ...................................      _______________

BB&T Capital Markets ...........................      _______________

Janney Montgomery Scott LLC ....................      _______________

Legg Mason Wood Walker, Incorporated ...........      _______________

Morgan Keegan & Company, Inc. ..................      _______________

Oppenheimer ....................................      _______________

Sanders Morris Harris ..........................      _______________

Wells Fargo ....................................      _______________

WR Hambrecht + Co., LLC ........................      _______________

Cromwell Weeden & Co. ..........................      _______________

Parker/Hunter Incorporated .....................      _______________

Wunderlich Securities ..........................      _______________

TOTAL: .........................................
                                                     ================
</Table>


<PAGE>

                                   SCHEDULE B

                   Tortoise Energy Infrastructure Corporation
                            __________ Common Shares

         1 The initial public offering price per share for the Shares,
determined as provided in said Section 2, shall be $____________.

         2 The purchase price per share for the Shares to be paid by the several
Underwriters shall be $________, being an amount equal to the initial public
offering price set forth above less $._______ per share; provided that the
purchase price per share for any Option Shares purchased upon the exercise of
the over-allotment option described in Section 2(b) shall be reduced by an
amount per share equal to any dividends or distributions declared by the Fund
and payable on the Primary Shares but not payable on the Option Shares.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.H.2
<SEQUENCE>4
<FILENAME>c81634a3exv99whw2.txt
<DESCRIPTION>AGREEMENT AMONG UNDERWRITERS
<TEXT>
<PAGE>
                                                                     EXHIBIT h.2

                    STIFEL, NICOLAUS & COMPANY, INCORPORATED

                      MASTER AGREEMENT AMONG UNDERWRITERS

                                                                January 29, 2001

Ladies and Gentlemen:

         In connection with certain public offerings of securities after the
date hereof for which we are acting as representative or one of the
representatives of the members of the underwriting syndicate, you may be offered
the opportunity to join the underwriting syndicate. This will confirm our mutual
agreement as to the general terms and conditions applicable to your
participation in any such underwriting syndicate.

         1. APPLICABILITY OF THIS AGREEMENT. The terms and conditions of this
Agreement shall be applicable to any negotiated offering of securities
("Securities"), pursuant to a registration statement filed under the Securities
Act of 1933, as amended (the "Securities Act"), or exempt from registration
thereunder, wherein we are responsible for managing or otherwise implementing
the sale of the Securities and organizing an underwriting syndicate (including
any such offering where we are acting with others as representatives of the
underwriters) and have expressly informed you that the terms and conditions of
this Agreement shall be applicable. This Agreement shall not apply to any
offering of securities effected wholly outside the United States of America. Any
such offering in which you have been invited to participate as an underwriter
and with respect to which we have informed you that the terms and conditions of
this Agreement apply is hereinafter called an "Offering."

         We shall advise you by telecopy, telegram, telex, graphic scanning
communication or other written form of communication that you have been invited
to participate in an Offering (the "Invitation"). The Invitation will also
contain information regarding certain terms of the Securities which are the
subject of the Offering, and the amount of the Securities which you are invited
to underwrite. The Invitation will include instructions for advising us of your
acceptance (the "Acceptance") of the Invitation.

         Prior to the time of the Offering, we shall also advise you, to the
extent applicable, of the amount of Securities to be underwritten by you, the
anticipated offering and closing dates, the initial offering price or prices,
the interest or dividend rate (or the method by which such rate is

<PAGE>

to be determined), the conversion price and certain other terms relating to the
Securities, whether the underwriters will be granted an option to purchase
additional Securities (the "Additional Securities"), and, if so, the amount of
Additional Securities which you will be obligated to purchase, whether the
seller of the Securities proposes to authorize the Underwriters (as hereinafter
defined) to solicit offers to purchase Securities from the seller pursuant to
delayed delivery contracts (such contracts being hereinafter called "Delayed
Delivery Contracts" and such an Offering being hereinafter called a "Delayed
Delivery Offering"), whether the seller of the Securities proposes to offer
Securities through one or more underwriting syndicates (which may be composed of
a single underwriter) other than the underwriting syndicate composed of the
Underwriters and the extent to which the Underwriters may become obligated to
purchase Securities from, or sell Securities to, such other underwriting
syndicate or syndicates pursuant to one or more agreements between the
Representatives (as hereinafter defined) and the representatives or managers of
such other syndicate or syndicates (or such single underwriter) (any such
agreement being hereinafter referred to as an "Inter-Syndicate Agreement," and
any Securities subject to purchase by the Underwriters pursuant to an
Inter-Syndicate Agreement being referred to herein as "Other Securities"), and
the gross spread and breakdown of management fee, underwriting compensation and
selling concession, and the dealer's reallowance, except that, if the initial
offering price of the Securities is to be determined by a formula based upon the
market price of certain securities (such procedure being hereinafter called
"Formula Pricing"), we shall so indicate in lieu of specifying an initial
offering price or prices (and other applicable terms of the Securities) and
shall specify only the maximum gross spread and maximum management fee, instead
of the initial fixed amounts and components thereof. The foregoing information
will be included in the Invitation or be conveyed to you in one or more separate
written communications (collectively, the "Final Communication"). The Invitation
and the Final Communication may also contain additional provisions which
supplement or amend the terms of this Agreement as they apply to the Offering.

         The terms and conditions of this Agreement, as amended or supplemented
by the Invitation and the Final Communication, shall become effective with
respect to your participation in an Offering if we have received your Acceptance
and if we do not receive a written communication revoking your Acceptance prior
to the date and time specified in the Invitation or the Final Communication
(your unrevoked Acceptance after expiration of such date and time being
hereinafter referred to as your "Final Acceptance").

         2. UNDERWRITING ARRANGEMENTS. In connection with each Offering, the
issuer, any other seller (a "Selling Securityholder") and any guarantor of the
Securities shall enter into an underwriting agreement (the "Underwriting
Agreement") (with such additions, modifications and deletions as we, acting as
sole representative or as lead representative of one or more other
representatives of the Underwriters, in our sole discretion shall deem
appropriate) which we shall as soon as practicable send to you (or make
available for your review in our office) or which shall have been filed with,
and shall publicly available from, the Securities and Exchange Commission (the
"Commission"), with us acting either as sole representative or as lead
representative of one or more other representatives of the underwriters named in
the Underwriting Agreement (the "Underwriters"). We, in either such capacity,
and one or more other representatives of the Underwriters as are named in the
Invitation or the Final Communication, as the case may be, are herein referred
to as the "Representatives." By your

                                      - 2 -


<PAGE>



Final Acceptance, you agree and authorize us to agree on your behalf to
purchase, in accordance with the terms of the Underwriting Agreement or any
Inter-Syndicate Agreements, as the case may be, (a) the amount of the Securities
(the "Firm Securities") set forth opposite your name in the Underwriting
Agreement (which amount may exceed the amount set forth in the Invitation or
Final Communication by not more than 20% as a result of an increase in the
aggregate amount of the Securities or a reallotment of the Securities among the
Underwriters), exclusive of any Additional Securities (the maximum amount of
which, after a corresponding increase, will also be set forth opposite your name
therein), plus such amount of Securities, if any, which you may become obligated
to purchase pursuant to Section 15 hereof ( collectively, the "Initial
Commitment"), plus (b) such amount of Additional Securities, if any, which you
may become obligated to purchase by reason of the exercise of the option
provided in the Underwriting Agreement, plus (c) the amount of Other Securities,
if any, which you may, subject to the limitation provided in Section 4 hereof,
become obligated to purchase by reason of purchases for your account made
pursuant to such Inter-Syndicate Agreements, less (d) such amount, if any, of
Securities as are contracted to be sold pursuant to any Delayed Delivery
Contracts (" Contract Securities") allocated to you in accordance with the last
paragraph of Section 5 hereof. The Securities which, after any such increase or
reduction of your Initial Commitment, you are obligated to purchase pursuant to
the Underwriting Agreement and such Inter-Syndicate Agreements are referred to
herein as "your Securities."

         In the event that the Securities consist in whole or in part of debt
obligations maturing serially, the serial Securities being purchased by each
Underwriter pursuant to the Underwriting Agreement will consist, subject to
adjustment as provided in the Underwriting Agreement, of serial Securities of
each maturity in a principal amount which bears the same proportion to the
aggregate principal amount of serial Securities of such maturity to be purchased
by all the Underwriters as the respective principal amount of serial Securities
set forth opposite such Underwriter's name in the Underwriting Agreement bears
to the aggregate principal amount of the serial Securities to be purchased by
all the Underwriters.

         3. REGISTRATION STATEMENT AND PROSPECTUS. With respect to each Offering
of Securities, we shall either (i) provide you with the file numbers of the
registration statement and any additional registration statements which are
filed with the Commission pursuant to Rule 462(b) under the Securities Act with
respect to the Securities or (ii) as soon as practicable send to you (or make
available for your review in our office) a copy of such registration statement
and any such additional registration statement (other than any documents
incorporated by reference in either of the foregoing). Your Final Acceptance
shall constitute your acknowledgment that you are familiar with such
registration statement, as amended to the date of the Offering, including any
documents incorporated therein by reference and the forms of Underwriting
Agreement and indenture or other document describing the terms of the Securities
filed as exhibits thereto, with any such additional registration statement, as
amended to the date of the Offering, including any documents incorporated
therein by reference, with any preliminary prospectus, prospectus supplement,
prospectus, term sheet or abbreviated term sheet relating to the Securities
theretofore filed with the Commission and with the information to be set forth
in an amendment to such registration statement, any such additional registration
statement or a prospectus, prospectus supplement, term sheet or abbreviated term
sheet proposed to be filed with the Commission. Further, your Final Acceptance
shall constitute your representation that

                                      - 3 -


<PAGE>



the information to be set forth in any such amendment, prospectus supplement,
prospectus, term sheet or abbreviated term sheet is correct and is not
misleading insofar as it relates to you and your consent to being named as an
Underwriter therein. By your Acceptance, you agree that, if requested by the
Representatives, you will furnish a copy of any amended preliminary prospectus,
prospectus supplement, prospectus, term sheet or abbreviated term sheet to each
person to whom you shall have furnished a previous preliminary prospectus,
prospectus supplement, prospectus, term sheet or abbreviated term sheet. By your
Final Acceptance, you confirm that you have delivered and agree that you will
deliver all preliminary and final prospectuses, all supplements thereto, and all
term sheets and abbreviated term sheets required for compliance with the
provisions of Securities Act Release No. 33-4968 or Rule 15c2-8 (or any
successor provision) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

         4. AUTHORITY AND COMPENSATION OF REPRESENTATIVES. You authorize the
Representatives on your behalf (a) to execute and deliver the Underwriting
Agreement with the issuer, any Selling Securityholder and any guarantor of the
Securities with such changes therein as in their judgment will not be materially
adverse to the Underwriters (except as to the purchase price (unless the initial
offering price is to be determined by Formula Pricing) and the amount of your
Securities (except for increases in such amount permitted under Section 2
hereof)), (b) to execute and deliver any Inter-Syndicate Agreements with the
representatives or managers of such other syndicate or syndicates (or a single
underwriter), in the form which shall have been filed with, and shall be
publicly available from, the Commission or any such other regulatory authority
as we shall specify in the Invitation or that we shall send to you as soon as
practicable (or make available for your review in our office), with such changes
therein as in their judgment will not be materially adverse to the Underwriters,
(c) to exercise all the authority and discretion vested in the Underwriters and
in the Representatives by the provisions of the Underwriting Agreement and any
Inter-Syndicate Agreements, (d) to take all such action as they in their
discretion may deem necessary or advisable in order to carry out the provisions
of the Underwriting Agreement, of any Inter-Syndicate Agreement and of this
Agreement, and the sale and distribution of the Securities, including the right
to determine the terms of the proposed Offering, the concession to Selected
Dealers (as hereinafter defined) and the reallowance, if any, to other dealers,
the right to exercise any option in the Underwriting Agreement relating to the
purchase of Additional Securities and the right to make any judgment relating to
the satisfaction of the conditions to the obligations of the Underwriters under
the Underwriting Agreement or any Inter-Syndicate Agreement, and (e) to
determine all matters relating to the public advertisement of the Securities.

         You also authorize the Representatives on your behalf (a) to determine
whether to purchase, and, if such determination is made, to purchase, any Other
Securities for the account of the Underwriters pursuant to the terms of any
Inter-Syndicate Agreement and (b) to determine whether to sell, and, if such
determination is made, to sell, Securities for the account of the Underwriters
pursuant to any Inter-Syndicate Agreement. Any Other Securities purchased or any
Securities sold pursuant to any Inter-Syndicate Agreement shall be purchased or
sold, as the case may be, at the offering price then in effect for the
Securities less all or any part of the concession to Selected Dealers, all as
determined by the Representatives. In the event of the exercise by the
Representatives of an option to purchase any Other Securities or to sell any

                                      - 4 -


<PAGE>



Securities pursuant to any Inter-Syndicate Agreement, the Representatives shall
promptly so notify each Underwriter and advise each Underwriter of the number of
Other Securities to be purchased or the number of Securities to be sold. The
Representatives shall not, without your consent, make net purchases of Other
Securities for your account in excess of 20% of your Initial Commitment, except
as may be provided in the Invitation or Final Communication. In connection with
any Offering involving one or more Inter-Syndicate Agreements, you agree to be
bound by, and all offers to sell and sales by you of Securities shall be subject
to, such limitations on offers to sell and sales of Securities as may be
contained in the Invitation or Final Communication or in the Underwriting
Agreement or any Inter-Syndicate Agreement as executed and you further agree
that any sales made by you to dealers shall be made only to such dealers as
agree, in their offers to sell and sales, to be bound by the same limitations.

         As compensation for the Representatives' services, you agree to pay to
them with respect to each Offering, and authorize them to charge your account
with, a management commission not in excess of such management fee as they shall
advise you in the Invitation or the Final Communication. If there is more than
one Representative, such compensation will be divided among the Representatives
in such proportions as they shall determine.

         5. PUBLIC OFFERING OF SECURITIES. The sale of the Securities to the
public is to be made, as herein provided, as soon after the registration
statement relating to the Securities and any additional registration statement
relating to the Securities which may be filed with the Commission pursuant to
Rule 462(b) becomes effective as is advisable in the Representatives' judgment.
The purchase price to be paid by the Underwriters for the Securities and the
initial public offering price are to be determined by agreement between the
Representatives and the issuer. The Securities shall be first offered to the
public at the initial public offering price as so determined. The Securities
may, but need not, be registered for a delayed or continuous offering pursuant
to Rule 415 promulgated under the Securities Act. The Representatives will
advise you by telex, telecopy, telegraph or telephone when the Securities shall
be released for offering, when the registration statement and any additional
registration statement relating to the Securities shall become effective, the
price at which the Securities are initially to be offered and the date that
payment for the Securities shall be made to the seller or sellers pursuant to
the Underwriting Agreement. You agree not to sell any of the Securities until
the Representatives have released them for that purpose. If so directed in the
Invitation or the Final Communication, you agree not to sell any Securities to
any accounts over which you exercise discretionary authority. You authorize the
Representatives, after the initial public offering, to change the public
offering price, the concession and the reallowance if, in their sole discretion,
such action becomes desirable by reason of changes in general market conditions
or otherwise. The public offering price at the time in effect is herein called
the "Offering Price". After notice from the Representatives that the Securities
are released for public sale, you will offer to the public in conformity with
the provisions hereof and with the terms of the Offering set forth in the
prospectus those Securities as the Representatives advise you are not reserved.

         In the case of a Delayed Delivery Offering, you authorize the
Representatives to make all arrangements for the solicitation of offers to
purchase Securities from the issuer pursuant to Delayed Delivery Contracts. To
the extent that the Representatives in their sole discretion shall determine,
Contract Securities which have been directed by institutional investors to
particular

                                      - 5 -


<PAGE>



Underwriters or which were contracted for pursuant to arrangements made by
particular Underwriters through them shall be allocated to such Underwriters and
all other Contract Securities shall be allocated to the accounts of the
respective Underwriters as nearly as practicable in proportion to their
respective Initial Commitments; provided, however, that the amount of Contract
Securities so allocated to any Underwriter shall not exceed such Underwriter's
Initial Commitment, and any Contract Securities which would otherwise have been
allocated to such Underwriter (the "Excess Contract Securities") shall be
allocated among the other Underwriters in such manner as the Representatives
shall, in their sole discretion, determine to be equitable and practicable. The
Representatives may pay a commission to any Selected Dealer for services
rendered in respect of Contract Securities.

         6. OFFERING TO DEALERS AND RETAIL SALES. You authorize the
Representatives to reserve for offering and sale, and on your behalf to sell, to
retail purchasers (such sales being herein called "Retail Sales") and to dealers
selected by them (such dealers, among whom any Underwriter may be included,
being herein called "Selected Dealers") all or any part of your Securities as
they, in their sole discretion, shall determine. Such sales, if any, shall be
made (a) in the case of Retail Sales, at the Offering Price, and (b) in the case
of sales to Selected Dealers, at the Offering Price less such concession or
concessions as the Representatives shall determine pursuant to the Master
Selected Dealer Agreement. Except for such sales as are designated by a
purchaser to be for the account of a particular Underwriter or Selected Dealer,
any sales to Selected Dealers made for your account shall be as nearly as
practicable in the ratio that the Securities reserved for your account for
offering to Selected Dealers bears to the aggregate of all Securities of all
Underwriters so reserved.

         The Representatives agree to notify you promptly on the date of the
public offering as to the amount of Securities, if any, which you may retain for
direct sale by you. Prior to the termination of the provisions referred to in
Section 16 hereof, the Representatives may reserve for offering and sale as
hereinbefore provided any Securities theretofore retained by you remaining
unsold and you may, with their consent, retain any Securities theretofore
reserved by them remaining unsold.

         You agree that, from time to time prior to the termination of the
provisions referred to in Section 16 hereof, you shall furnish to the
Representatives such information as they may request in order to determine the
amount of Securities purchased by you under the Underwriting Agreement which
then remain unsold, and you shall upon their request sell to them for the
account of any Underwriter as many of such unsold Securities as they may
designate at the Offering Price, less all or any part of the concession to
Selected Dealers as they in their sole discretion, shall determine. The
provisions of Section 7 hereof shall not be applicable in respect of any such
sale.

         You authorize the Representatives to determine the form and manner of
any communications or agreements with Selected Dealers. In the event that there
shall be any agreements with Selected Dealers, including without limitation any
Master Selected Dealer Agreement, the Representatives are authorized to act as
manager thereunder and they agree, in such event, to be governed by the terms
and conditions of such agreements.

                                      - 6 -


<PAGE>


         It is understood that any Selected Dealer to whom an offer may be made
as hereinbefore provided shall be actually engaged in the investment banking or
securities business and shall be either (i) a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD") or (ii) a dealer
with its principal place of business located outside the United States, its
territories and its possessions and not registered as a broker or dealer under
the Exchange Act, who agrees not to make any sales within the United States, its
territories or its possessions or to persons who are nationals thereof or
residents therein. Each Selected Dealer shall agree to comply with the
provisions of Rule 2740 of the Conduct Rules of the NASD (together with the
applicable interpretations thereunder, the "NASD Conduct Rules"), and each
foreign Selected Dealer who is not a member of the NASD also shall agree to
comply with the NASD's interpretation with respect to free-riding and
withholding, to comply, as though it were a member of the NASD, with the
provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with
Rule 2420 of the NASD Conduct Rules as that Rule applies to a non-member foreign
dealer. The several Underwriters may allow, and the Selected Dealers, if any,
may re-allow, such concession or concessions as the Representatives may
determine from time to time on sales of Securities to any qualified dealer, all
subject to the NASD Conduct Rules.

         The Representatives, and any of the several Underwriters with their
prior consent, may make purchases or sales of Securities from or to any of the
other Underwriters, at the Offering Price less all or any part of the gross
spread, and from or to any of the Selected Dealers at the Offering Price less
all or any part of the concession to Selected Dealers.

         Upon the request of the Representatives, you will advise them of the
identity of any dealer to whom you allow such a discount and any Underwriter or
Selected Dealer from whom you receive such a discount.

         7. REPURCHASE IN THE OPEN MARKET. If (a) any Securities sold by you
(otherwise than through the Representatives) which shall be contracted for or
purchased in the open market by the Representatives on behalf of any Underwriter
or Underwriters or (b) the Representatives have advised you that trading in the
Securities will be reported to the Representatives pursuant to the "Initial
Public Offering Tracking System" of The Depository Trust Company ("DTC") and the
Representatives determine, based on notices from DTC, that your customers sold
an amount of Securities during any day that exceeds the amount previously
notified to you, then you authorize the Representatives either to charge your
account with an amount equal to the portion of the concession to Selected
Dealers applicable to such Securities (or in the case of clause (b), such
Securities as exceed the amount as so notified) or to require you to repurchase
such Securities (or in the case of clause (b), such Securities as exceed the
amount as so notified) at a price equal to the cost of such purchase plus
commissions and taxes on redelivery. Any Securities delivered on such repurchase
need not be the identical Securities originally sold by you. In lieu of delivery
of such Securities to you, the Representatives may sell such Securities in any
manner for your account and charge you with the amount of any loss or expense or
credit you with the amount of any profit, less any expense, resulting from such
sale, or charge your account with an amount not in excess of the concession to
Selected Dealers.

         8. DELIVERY AND PAYMENT. Upon the request of the Representatives, you
shall deliver to them, as and at such time and place as they direct in the
Invitation or Final



                                      - 7 -


<PAGE>



Communication, a certified or official bank check in such clearing house funds
as indicated therein, as payment for the Securities to be purchased by you under
the Underwriting Agreement in an amount equal to the Offering Price for such
Securities plus any accrued interest, amortization of original issue discount or
accumulated dividends required to be paid to the seller or sellers pursuant to
the Underwriting Agreement less the concession to Selected Dealers (or, in the
case of Other Securities to be purchased by you under any Inter-Syndicate
Agreement, the price specified in such Inter-Syndicate Agreement). Such payment
shall be made in such form and at such time and place as may be specified in
such request, and you authorize the Representatives to make payment for your
Securities against delivery thereof for your account hereunder. You authorize
the Representatives to accept delivery of your Securities in definitive form
upon exchange of any Securities in temporary form received by them on the
Closing Date. . If the Representatives determine, in their discretion, that
transactions in the Securities are to be settled through the facilities of DTC
or any other depositary or similar facility, payment for and delivery of your
Securities shall be made through such facilities if you are a member, or if you
are not, through your ordinary correspondent that is a member.

         The Representatives shall remit to you, as promptly as practicable, the
amounts received by them from Selected Dealers and retail purchasers as payment
in respect of Securities sold by them for your account pursuant to Section 6
hereof for which payment has been received. Securities purchased by you under
the Underwriting Agreement and not reserved or sold by the Representatives for
your account pursuant to Section 6 hereof shall be delivered to you as promptly
as practicable after receipt by them. Any Securities purchased by you and so
reserved which remain unsold at any time prior to the settlement of accounts
hereunder may, in the Representatives' discretion, and shall, upon your request,
be delivered to you, but, until termination of the Selected Dealer agreements
pursuant to their terms, such delivery shall be for carrying purposes only. In
case any Securities reserved for sale in Retail Sales or to Selected Dealers
shall not be purchased and paid for in due course as contemplated hereby, you
agree (a) to accept delivery when tendered by the Representatives of any
Securities so reserved for your account and not so purchased and paid for, and
(b) in case you shall have received payment from the Representatives in respect
of any such Securities, to reimburse them on demand for the full amount which
they shall have paid you in respect of such Securities.

         In the case of a Delayed Delivery Offering, the commission payable by
the issuer in respect of any Contract Securities allocated to you pursuant to
the last paragraph of Section 5 hereof shall be credited (after deducting any
commissions paid by the Representatives to any Selected Dealer for services
rendered in respect of such Contract Securities) to your account and, in
addition, you shall be treated as a Selected Dealer in respect of your Excess
Contract Securities, if any.

         In the event of your failure to tender payment for Securities as
provided in the Underwriting Agreement, the Representatives shall have the right
under the provisions thereof to arrange for other persons, who may include them
and any other Underwriter, to purchase such Securities which you had agreed to
purchase, but without relieving you from liability for your default.

                                      - 8 -


<PAGE>



         9. AUTHORITY TO BORROW. You authorize the Representatives to advance
their funds for your account (charging current interest rates) and to arrange
loans for your account or the account of the Underwriters for the purpose of
carrying out this Agreement and the Underwriting Agreement, and in connection
therewith to execute and deliver any notes or other instruments and to hold or
pledge as security therefor all or any part of your Securities and Securities
purchased hereunder for your account. Any lender is hereby authorized to accept
the Representatives' instructions in all matters relating to such loans. Any
part of your Securities and Securities so held by the Representatives may be
delivered to you for carrying purposes and, if so delivered, will be redelivered
to them, upon demand.

         10. ALLOCATION OF EXPENSES AND LIABILITY. You authorize the
Representatives to charge your account with and you agree to pay (a) all
transfer taxes on sales made by the Representatives for your account, except as
herein otherwise provided, (b) concessions to Selected Dealers in connection
with the purchase, marketing and sale of the Securities, and (c) your
proportionate share (based on your Initial Commitment) of all expenses incurred
by the Representatives in connection with the purchase, carrying, sale and
distribution of the Securities (including, without limitation, any expenses to
be borne by the Underwriters in accordance with any Inter-Syndicate Agreements)
and all other expenses arising under the terms of the Underwriting Agreement,
this Agreement or any Inter-Syndicate Agreements. The Representatives'
determination of all such expenses and your allocation thereof shall be final
and conclusive. The Representatives may at any time make partial distributions
of credit balances or call for payment of debit balances. Funds for your account
at any time in the Representatives' hands may be held in their general funds
without accountability for interest. As soon as practicable after such time as
this Agreement shall no longer be applicable to an Offering, the net credit or
debit balance in your account, after proper charge and credit for all interim
payments and receipts, shall be paid to or paid by you, provided that the
Representatives may establish such reserves as they, in their sole discretion,
shall deem advisable to cover possible additional expenses chargeable to the
several Underwriters. Notwithstanding any settlement, you will remain liable for
any taxes on transfers for your account and for your proportionate share (based
on your Initial Commitment) of all expenses and liabilities that may be incurred
for the accounts of the Underwriters.

         11. LIABILITY FOR FUTURE CLAIMS. Neither any statement by the
Representatives of any credit or debit balance in your account nor any
reservation from distribution to cover possible additional expenses relating to
the Securities shall constitute any representation by them as to the existence
or nonexistence of possible unforeseen expenses or liabilities of or charges
against the several Underwriters. Notwithstanding the distribution of any net
credit balance to you or after such time as this Agreement shall no longer be
applicable to an Offering or both, you shall be and remain liable for, and will
pay on demand, (a) any transfer taxes paid after such settlement on account of
any sale or transfer for your account, and (b) your proportionate share (based
on your Initial Commitment) of (i) all expenses and liabilities which may be
incurred by or for the accounts of the Underwriters, or any of them, based on
the claim that the Underwriters (and any underwriters, representatives or
managers party to any Inter-Synd icate Agreements) constitute an association,
unincorporated business, partnership or any separate entity, (ii) all expenses
incurred by the Representatives in investigating, preparing to defend or
defending against any action, claim or proceeding which is asserted or
instituted by any party (including


                                      - 9 -

<PAGE>



any governmental or regulatory body) relating to the violation of any applicable
restrictions on the offer, sale, resale or purchase of Securities or Other
Securities imposed by United States federal or state laws or foreign laws and
the rules and regulations of any regulatory body promulgated thereunder or
pursuant to the terms of the applicable Final Communication, the Underwriting
Agreement or any Inter-Syndicate Agreement; and (iii) any liability, including
attorneys' fees, incurred by the Representatives in respect of any such action,
claim or proceeding, whether such liability shall be the result of a judgment or
arbitrator's determination or as a result of any settlement agreed to by the
Representatives, other than any such expense or liability as to which the
Representatives actually receive indemnity pursuant to this Agreement, indemnity
or contribution pursuant to the Underwriting Agreement or damages from an
Underwriter for breach of its representations, warranties, agreements, or
covenants applicable to the Offering. The foregoing shall not relieve any
defaulting or breaching Underwriter from liability for its default or breach.

         12. STABILIZATION AND OVER-ALLOTMENT. You authorize the Representatives
on your behalf and for your account, prior to the time that this Agreement shall
cease to be applicable to an Offering, in their discretion, and without
obligating them to do so, to buy and sell Securities, or any other securities of
the issuer or any guarantor of the Securities named in the Invitation or the
Final Communication, in the open market or otherwise for either long or short
account, on such terms and at such prices as they may determine and, in
arranging for sales, to over-allot and cover such over-allotments, provided that
at no time shall your net commitment under authority of this Section, either for
long or short account, exceed an amount equivalent to 20% of the aggregate
initial offering price of your Securities to be purchased by you under the
Underwriting Agreement. The Representatives may cover any short position
incurred under the preceding sentence by purchase of Additional Securities
pursuant to the option which may be contained in the Underwriting Agreement or
otherwise. All purchases, sales and over-allotments under authority of this
Section 12 shall be for the accounts of each of the several Underwriters as
nearly as practicable in proportion to their respective Initial Commitments. You
agree to take up at cost on demand any Securities so purchased for your account
and to deliver on demand any Securities so sold or over-allotted for your
account. You also authorize the Representatives to deliver your Securities, and
any other Securities purchased by them for your account pursuant to this Section
12, against sales made by the Representatives for your account pursuant to any
provision of this Agreement.

         In the event that the Representatives effect any stabilizing purchases
pursuant to this Section 12, they will notify you and each other Underwriter
promptly of the date and time when the first stabilizing purchase is effected
and the date and time when stabilizing is terminated. You agree not to stabilize
or engage in any syndicate covering transaction (as defined in Rule 100 of
Regulation M under the Securities Act and the Exchange Act ("Regulation M")) in
connection with the Offering without the prior consent of the Representatives.
You further agree to provide to the Representatives any reports required of you
pursuant to Rule 17a-2 under the Exchange Act not later than the date specified
therein and you authorize the Representatives to file on your behalf with the
Commission all notices and reports which may be required as a result of any
transactions made pursuant to this Section 12.

                                     - 10 -


<PAGE>


         You agree to advise the Representatives, from time to time upon their
request during the term of this Agreement with respect to an Offering, of the
amount of Securities retained by you or purchased by you from other Underwriters
and Selected Dealers remaining unsold, and you will, upon their request, release
to them for the accounts of one or more of the several Underwriters, such amount
of Securities as they may designate at such price, not less than the net price
to Selected Dealers nor more than the public offering price, as they may
determine.

         If, pursuant to the provisions of the first paragraph of this Section
12 and prior to such time as this Agreement shall cease to be applicable to an
Offering (or such earlier date as the Representatives may have determined on
notice to the Underwriters), the Representatives purchase or contract to
purchase any Securities which were retained by or released to you for direct
sale, which Securities were theretofore not effectively placed for investment by
you, you authorize them in their discretion either to charge your account with
an amount equal to the concession to Selected Dealers with respect thereto or to
require you to repurchase such Securities at a price equal to the total cost of
such purchase, including commissions, if any, and transfer tax on the
redelivery. Securities delivered on such repurchase need not be the identical
Securities originally purchased by and delivered to you.

         Upon such time as this Agreement shall cease to be applicable to an
Offering, the Representatives are authorized in their discretion, in lieu of
delivering to the several Underwriters any Securities then held for their
respective accounts pursuant to this Section 12, to sell such Securities for the
accounts of each of the Underwriters at such price or prices as they may
determine and debit or credit your account for the loss or profit resulting from
such sale.

         13. OPEN MARKET TRANSACTIONS. You represent that, at all times since
you were invited to participate in the Offering, you have complied with the
provisions of Regulation M applicable to such Offering, in each case as
interpreted by the Commission and after giving effect to any applicable
exemptions. If you have been notified in an Invitation or Final Communication
that the Underwriters may conduct passive market making in compliance with Rule
103 of Regulation M in connection with the Offering, you represent that, at all
times since your receipt of such Invitation or Final Communication, you have
compiled with the provisions of such Rule applicable to such Offering, as
interpreted by the Commission and after giving effect to any applicable
exemptions.

             If the limitations of Rule 101 of Regulation M ("Rule 101") do not
apply to you with respect to the Securities, Other Securities or other reference
securities (as defined in Rule 100 of Regulation M) because they satisfy the
exception for actively-traded securities in subsection (c)(1) of Rule 101 or the
exception for Rule 144A securities in subsection (b)(10) of Rule 101, you agree
that promptly upon notice from the Representatives (or, if later, at the time
stated in the notice) you will comply with Rule 101 as though such exception
were not available but the other provisions of Rule 101 (as interpreted by the
Commission and after giving effect to any applicable exemptions) did apply. If
the securities in question are NASDAQ securities (as defined in Rule 100 of
Regulation M) you may engage in passive market making in accordance with Rule
103 of Regulation M (except that the daily net purchase volume limitation will
not apply and the maximum displayed bid size shall be 5,000 shares excluding
transactions effected

                                     - 11 -


<PAGE>



in the SOES system) unless the notice from the Representatives also states that
passive market making is not permitted.

         14. BLUE SKY. Prior to the initial offering by the Underwriters, the
Representatives will inform you as to the states and other jurisdictions under
the respective securities or blue sky laws of which it is believed that the
Securities have been qualified for sale or are exempt from such qualification,
but they do not assume any responsibility or obligation as to the accuracy of
such information or as to the right of any Underwriter or dealer to offer or
sell the Securities in any state or other jurisdiction. The Representatives
agree to file or cause to be filed, on behalf of the Underwriters, a Further
State Notice in respect of the Securities pursuant to Article 23-A of the
General Business Law of the State of New York, if necessary.

         15. DEFAULT BY UNDERWRITERS. Default by one or more Underwriters in
respect of their obligations under this Agreement, the Underwriting Agreement or
any Inter-Syndicate Agreement, shall not release you from any of your
obligations or in any way affect the liability of any defaulting Underwriter to
the other Underwriters for damages resulting from such default. In the event of
such default by one or more Underwriters, you agree (subject to any limitations
contained in the Underwriting Agreement, any Inter-Syndicate Agreement or any
Selected Dealer agreements) to assume your proportionate share, based upon the
proportion that the amount of the Securities set forth in the Underwriting
Agreement opposite your name bears to the aggregate amount of the Securities set
forth in the Underwriting Agreement opposite the names of all non-defaulting
Underwriters, of the obligations of such Underwriter without relieving such
Underwriter of its liability therefor.

         In the event of default by one or more Underwriters in respect of their
obligations under this Agreement to take up and pay for any Securities purchased
by the Representatives for their respective accounts pursuant to Section 12
hereof, or to deliver any such Securities sold or over-allotted by the
Representatives for their respective accounts pursuant to any provision of this
Agreement, and to the extent that arrangements shall not have been made by the
Representatives for other persons to assume the obligations of such defaulting
Underwriter or Underwriters, each non-defaulting Underwriter shall assume its
proportionate share, based upon the proportion that the amount of the Securities
set forth in the Underwriting Agreement opposite your name bears to the
aggregate amount of the Securities set forth in the Underwriting Agreement
opposite the names of all non-defaulting Underwriters, of the aforesaid
obligations of each such defaulting Underwriter without relieving any such
defaulting Underwriter of its liability therefor.

         16. TERMINATION AND AMENDMENT. This Agreement may be terminated by
either party hereto upon five business days written notice to the other party;
provided, however, that with respect to any Offering, if we receive any such
notice from you after your Final Acceptance, this Agreement shall remain in full
force and effect as to such Offering and shall terminate with respect to such
Offering and all previous Offerings in accordance with the provisions of the
next paragraph of this Section 16.

         Section 5, the second paragraph and the first sentence of the third
paragraph of Section 6, Section 7, the first sentence of Section 12 and Section
13 hereof will cease to be applicable to your participation in an Offering at
the close of business on the 30th calendar day after the

                                     - 12 -


<PAGE>


Securities are first released for public offering, unless extended or sooner
terminated as hereinafter provided. The Representatives may extend such
provisions, or any of them, for a period not to exceed 30 additional calendar
days by notice to you to such effect. The Representatives may terminate any of
such provisions at any time by notice to you, and they may terminate all such
provisions with respect to an Offering at any time by notice to you to the
effect that the offering provisions with respect to an Offering under this
Agreement will cease to be applicable to such Offering.

         This Agreement may be supplemented or amended by us by notice to you by
written communication and, except for supplements or amendments set forth in an
Invitation or Final Communication, any such supplement or amendment to this
Agreement shall be effective with respect to any Offering to which this
Agreement applies after the date of such supplement or amendment. Each reference
to "this Agreement" herein shall, as appropriate, be to this Agreement as
amended and supplemented.

         17. GENERAL POSITION OF THE REPRESENTATIVES. In taking action under
this Agreement, any Underwriting Agreement or any Inter-Syndicate Agreements,
the Representatives shall act only as agent of the several Underwriters. The
Representatives' authority shall include the taking of such actions as they may
deem advisable in respect of all matters pertaining to any and all offers and
sales of the Securities, including the right to make any modifications which
they consider necessary or desirable in the arrangements with Selected Dealers
or others. The Representatives shall be under no liability for or in respect of
the value of the Securities or the validity or the form thereof, the
registration statement, any additional registration statement which may be filed
with the Commission pursuant to Rule 462(b) of the Securities Act, the
prospectus, any term sheets, any abbreviated term sheets or agreements or other
instruments executed by the issuer or others; or for or in respect of the
delivery of the Securities; or for the performance by the issuer, any Selling
Securityholder, or others of any agreement on its or their part; nor shall we as
Representatives or otherwise be liable under any of the provisions hereof or for
any matters connected herewith, except for want of good faith, and except for
any liability arising under the Securities Act; and only obligations expressly
assumed by us as Representatives herein shall be implied from this Agreement. In
representing the Underwriters hereunder, we shall act as the Representatives of
each of them respectively.

Nothing herein contained shall constitute the several Underwriters partners with
us or with each other or with any underwriters, representatives or managers
party to any Inter-Syndicate Agreements, or render any Underwriter liable for
the commitments of any other Underwriter or any underwriters, representatives or
managers party to any Inter-Syndicate Agreements, except as otherwise provided
in Section 15 hereof. If the Underwriters shall be deemed to constitute a
partnership for federal income tax purposes, it is the intent of each
Underwriter to be excluded from the application of Subchapter K, Chapter 1,
Subtitle A, of the Internal Revenue Code of 1986, as amended. You shall elect to
be so excluded and agree not to take any position inconsistent with such
election. You authorize us, in our discretion, to execute and file on your
behalf such evidence of election as may be required by the Internal Revenue
Service. The commitments and liabilities of each of the several Underwriters are
several in accordance with their respective Initial Commitments and are not
joint.

                                     - 13 -


<PAGE>



         18. (a) INDEMNITY. You agree to indemnify and hold harmless us and each
other Underwriter, the officers, directors, partners, employees, agents and
counsel of us and each other Underwriter and each person, if any, who controls
us and any such other Underwriter within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, and to reimburse our and
their expenses, to the extent and upon the terms that you agree to indemnify and
hold harmless the issuer and any Selling Securityholder and to reimburse their
expenses as set forth in the Underwriting Agreement.

             (b) CLAIMS AGAINST UNDERWRITERS. You will pay, upon the
Representatives' request, as contribution, your proportionate share, based upon
the proportion that the amount of your Securities bears to the aggregate amount
of the Securities in the Offering as set forth in the Underwriting Agreement
(the "Proportionate Share"), of any loss, claim, damage or liability, joint or
several, paid or incurred by any Underwriter (including the Representatives,
individually or as representatives of the Underwriters) to any person other than
an Underwriter (including amounts paid by an Underwriter as contribution),
arising out of or based upon (i) an untrue statement or alleged untrue statement
of a material fact contained in a registration statement, any additional
registration statement which may be filed with the Commission pursuant to Rule
462(b) under the Securities Act or any amendment to either of the foregoing or
arising out of or based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) an untrue statement or alleged untrue statement of
a material fact contained in any preliminary prospectus, prospectus, prospectus
supplement, term sheet, abbreviated term sheet, preliminary offering circular,
proof of an offering circular, offering circular, amendment or supplement to any
of the foregoing, or any other selling or advertising material used with the
consent of the Representatives by the Underwriters in connection with the sale
of the Securities, or arising out of or based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading and (iii) any act or omission to act or any alleged act or omission
to act by the Representatives, individually or as representatives of the
Underwriters, or by the Underwriters, as a group but not individually, in
connection with any transaction contemplated by this Agreement or undertaken in
preparing for the purchase, sale and delivery of the Securities; and each
Underwriter will pay its Proportionate Share of any legal or other expenses
reasonably incurred by the Representatives, or with their consent, in connection
with investigating or defending any such loss, claim, damage or liability, or
any action in respect thereof. In determining the amount of any Underwriter's
obligation under this paragraph, appropriate adjustment may be made by the
Representatives to reflect any amounts received by any one or more Underwriters,
pursuant to the Underwriting Agreement or otherwise, in respect of the claim
upon which such obligation is based. In respect of any claim there shall be
credited against the amount of any Underwriter's obligation under this paragraph
any loss, damage, liability or expense that is paid or incurred by such
Underwriter as a result of such claim being asserted against it, and, if such
loss, damage, liability or expense is paid or incurred by such Underwriter
subsequent to any payment by it pursuant to this paragraph, appropriate
provision shall be made to effect such credit, by refund or otherwise. If any
claim to which the provisions of this paragraph would be applicable is asserted,
the Representatives may take such action in connection therewith as they deem
necessary or desirable, including retention of counsel for the Underwriters and
separate counsel for any particular Underwriter or group of Underwriters, and

                                     - 14 -


<PAGE>



the fees and disbursements of any counsel so retained by the Representatives
shall be included in the amounts of the Underwriters' obligations under this
paragraph. The Representatives may consent to being named as the representatives
of a defendant class of underwriters. Any Underwriter may elect to retain at its
own expense its own counsel and, on advice of such counsel and with the
Representatives' consent, may settle or consent to the settlement of any such
claim. The Representatives may settle or consent to the settlement of any such
claim, on advice of counsel retained by them, with the approval of a majority in
interest of the Underwriters. Whenever any Underwriter receives notice of the
assertion of any claim to which the provisions of this paragraph would be
applicable, such Underwriter shall give prompt notice thereof to the
Representatives. Whenever the Representatives receive notice of the assertion of
any such claim, they shall give prompt notice thereof to each Underwriter. The
Representatives also shall furnish each Underwriter with periodic reports, at
such times as they deem appropriate, of the status of any such claim and the
action taken by them in connection therewith. In the event of the failure of any
Underwriter to fulfill its obligations under this paragraph, such obligations
may be charged against each non-defaulting Underwriter, without relieving such
defaulting Underwriter of its liability therefor. In determining amounts payable
pursuant to this paragraph, any loss, claim, damage, liability or expense paid
or incurred, and any amount received, by any person controlling any Underwriter
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act shall be deemed to have been paid or incurred or received by such
Underwriter to the extent such amount has been paid or incurred or received by
reason of such control relationship. No person guilty of fraudulent
misrepresentation (within the meaning of Section 1l(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

         19. CAPITAL REQUIREMENTS. Your Acceptance will confirm that the
incurrence by you of your obligations under this Agreement and the Underwriting
Agreement will not place you in violation of the net capital requirements of
Rule 15c3-1 under the Exchange Act, of the NASD, if you are a member thereof, or
of any applicable rules relating to capital requirements of any securities
exchange to which you are subject.

         20. MISCELLANEOUS. Any notice hereunder from us to you or from you to
us shall be deemed to have been duly given if sent by registered mail, telecopy,
telegram or telex, to you at your address as set forth on the signature page of
this Agreement, or to us at One Financial Plaza, 501 North Broadway, 8th Floor,
St. Louis, Mo 63102, Attention: Syndicate Department.

         You understand that we are a member in good standing of the NASD. You
hereby confirm that you are actually engaged in the investment banking or
securities business and are either (i) a member in good standing of the NASD or
(ii) a dealer with its principal place of business located outside the United
States, its territories and its possessions and not registered as a broker or
dealer under the Exchange Act who agrees not to make any sales within the United
States, its territories or its possessions or to persons who are nationals
thereof or residents therein (except that you may participate in sales to
Selected Dealers and others under Section 6 of this Agreement). You hereby agree
to comply with the provisions of Rule 2740 of the NASD Conduct Rules, and, if
you are a foreign dealer and not a member of the NASD, you also hereby agree to
comply with the NASD's interpretation with respect to free-riding and
withholding and to comply, as though you were a member of the NASD, with Rules
2730, 2740 and 2750 of the

                                     - 15 -


<PAGE>


NASD Conduct Rules, and to comply with Rule 2420 as that Rule applies to a
non-member foreign dealer. In connection with sales and offers to sell
Securities made by you outside the United States, its territories and
possessions (i) you will either furnish to each person to whom any such sale or
offer is made a copy of the then current preliminary prospectus, together with
any then current term sheet or abbreviated term sheet, or the prospectus, as the
case may be, or inform such person that such preliminary prospectus and any such
term sheet or abbreviated term sheet or prospectus will be available upon
request, and (ii) you will furnish to each person to whom any such sale or offer
is made such prospectus, advertisement or other offering document containing
information relating to the Securities or the issuer as may be required under
the law of the jurisdiction in which such sale or offer is made. Any prospectus,
term sheet, abbreviated term sheet, advertisement or other offering document
furnished by you to any person in accordance with the preceding sentence and any
such additional offering material as you may furnish to any person (x) shall
comply in all respects with the law of the jurisdiction to which it is so
furnished, (y) shall be furnished at your sole risk and expense and (z) shall
not contain information relating to the Securities or the issuer or any Selling
Securityholder which is inconsistent in any respect with the information
contained in the then current preliminary prospectus or the prospectus, as the
case may be.

         Your Acceptance will confirm that the information that you have given
or are deemed to have given in response to the Master Underwriters'
Questionnaire, attached hereto as Exhibit A (which information will be furnished
to the issuer for use in and otherwise in connection with the registration
statement, any additional registration statement which may be filed with the
Commission pursuant to Rule 462(b) under the Securities Act, the prospectus, any
term sheet or any abbreviated term sheet) is correct. Your acceptance will also
confirm that you authorize us (i) to furnish the information that you have given
or are deemed to have given in response to the Master Underwriters'
Questionnaire to appropriate regulatory authorities and (ii) to make appropriate
representations based on such information to such regulatory authorities. You
will notify us promptly of any development which makes untrue or incomplete any
information that you have given or are deemed to have given in response to the
Master Underwriters' Questionnaire before such time as the terms of this
Agreement (other than as set forth in Section 16 hereof) cease to be applicable
to an Offering.

         You agree that, if you are advised by the Representatives that the
issuer was not, immediately prior to the filing of the registration statement,
subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange
Act, you will not, without their consent, sell any Securities to an account over
which you exercise discretionary authority.

         Unless you have promptly notified us in writing otherwise, your name as
it should appear in any prospectus (or any supplement thereto) and your address
are set forth on the signature page hereof.

         Please confirm by signing and returning to us the enclosed copy of this
Agreement that your Acceptance or Final Acceptance, as the case may be, with
respect to an Offering shall constitute (a) your acceptance of and agreement to
the terms and conditions of this Agreement (as supplemented and amended pursuant
to Section 16 hereof), together with and subject to any supplementary terms and
conditions contained in the Invitation, the Final Communication and

                                     - 16 -


<PAGE>



any other written communication from the Representatives in connection with such
Offering, all of which shall constitute a binding agreement between you and us
as Representatives of the Underwriters and among you and the Underwriters, (b)
confirmation that your representations and warranties set forth in this
Agreement are true and correct as of the times or for the periods specified
therein and that your agreements set forth in this Agreement have been and will
be performed by you to the extent and at the times required thereby and (c)
acknowledgment of your familiarity with the offering documents, as set forth in
Section 3 hereof, with respect to such Offering.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to conflict of laws
principles.

         Please confirm that the foregoing correctly states the understanding
between us by signing and return to us a counterpart hereof.

                                          Very truly yours,

                                          STIFEL, NICOLAUS & COMPANY,
                                          INCORPORATED

                                          By:
                                             -----------------------------------
                                             Name:  T. Richard Kendrick IV
                                             Title: Senior Vice President

Confirmed as of the date first
above written:

(NAME OF UNDERWRITER)


By:
   ----------------------------------
   Title:
   (If signer is not an officer
      or partner, please attach
      evidence of authorization.)

Address:
        -----------------------------



                                     - 17 -


<PAGE>


                                                                       EXHIBIT A

                       MASTER UNDERWRITERS' QUESTIONNAIRE

         The terms used and not otherwise defined herein shall have the meanings
assigned thereto in the Master Agreement Among Underwriters, dated January 29,
2001, between you and Stifel, Nicolaus & Company, Incorporated. Reference will
be made to this Master Underwriters' Questionnaire in each Invitation or Final
Communication described in Section 1 of the Master Agreement Among Underwriters
received by you from Stifel, Nicolaus & Company, Incorporated in connection with
offerings of securities in which Stifel, Nicolaus & Company, Incorporated is
acting as sole or lead representative of the several Underwriters. Your
Acceptance of any such Invitation should respond to this Master Underwriters'
Questionnaire.

         Except as indicated in your Acceptance with respect to the Securities:

                  (1) neither you nor any of your directors, officers or
         partners have (nor have you or they had within the last three years) a
         material relationship (as "material" is defined in Regulation C under
         the Securities Act) with the issuer, its parent (if any), ANY other
         Selling Securityholder or any guarantor, nor are you an affiliate of
         (within the meaning of the By-laws of the NASD), controlled by,
         controlling or under common control with the issuer;

                  (2) neither you nor any of your directors, officers or
         partners, separately or as a group, owns of record or beneficially more
         than 5% of any class of voting securities of the issuer, its parent (if
         any), any other Selling Securityholder or any guarantor.

                  (3) if the Securities are to be issued under an indenture to
         be qualified under the Trust Indenture Act of 1939, as amended (the
         "Trust Indenture Act"):

                           (a) neither you nor any of your directors, officers
                  or partners is an affiliate (as "affiliate" is defined in Rule
                  0-2 under the Trust Indenture Act) of the Trustee or its
                  parent (if any) and neither the Trustee nor its parent (if
                  any) nor any of their directors or executive officers is a
                  "director, officer, partner, employee, appointee or
                  representative" of yours (as such terms are defined in the
                  Trust Indenture Act or in the relevant instructions to Form
                  T-l thereunder);

                           (b) neither you nor any of your directors, partners
                  or executive officers beneficially owned, as of the date
                  specified in Item 7 on Form T-l or now own, separately or as a
                  group more than 1% of the outstanding shares of any class of
                  voting securities of the Trustee or its parent (if any); and

                           (c) if you are a corporation, you do not have
                  outstanding nor have you assumed or guaranteed any securities
                  issued otherwise than in your present corporate name, and
                  neither the Trustee nor its parent (if any) is a holder of
                  such securities;

                  (4) other than as is, or is to be, stated in the registration
         statement, the Master Agreement Among Underwriters, the Underwriting
         Agreement and the Stifel, Nicolaus &


                                    Exh. A-1



<PAGE>



         Company, Incorporated Selected Dealer Agreement relating to the
         proposed offering, you do not know or have reason to believe that (a)
         there are any discounts or commissions to be allowed or paid to
         underwriters or any other items that would be deemed by the NASD to
         constitute underwriting compensation for purposes of the NASD's Conduct
         Rules, (b) there are any discounts or commissions to be allowed or paid
         to dealers, including any cash, securities, contracts or other
         consideration to be received by any dealer in connection with the sale
         of the Securities, (c) there is an intention to over-allot or (d) the
         price of any security may be stabilized to facilitate the offering of
         the Securities.

                  (5) any proposed commitment you may make to purchase
         Securities will not result in a violation of the financial
         responsibility requirements of Section 15(c)(3) of the Exchange Act or
         the rules and regulations thereunder, including Rule 15c3-1, or any
         provisions of the applicable rules of the NASD or of any securities
         exchange to which you are subject or of any restrictions imposed upon
         you by the NASD or any such exchange;

                  (6) neither you nor any related person (as defined by the
         NASD) has (a) purchased any warrants, options or other securities of
         the issuer within the preceding 12 months or (b) had any other dealings
         with the issuer within the preceding 12 months as to which documents or
         other information is required to be furnished to the NASD, and except
         as stated in the registration statement relating to the Securities, as
         such may have been or be amended, you have no knowledge of any private
         placement of the issuer's Securities within the preceding 12 months;
         and

                  (7) you have not prepared nor had prepared for you any report
         or memoranda for external use by you in connection with the proposed
         offering of the Securities, and if the registration statement relating
         to the Securities is on Form S-l, you have not prepared any
         engineering, management or similar reports or memoranda relating to
         broad aspects of the business, operations or products of the issuer
         within the past 12 months (except for reports solely comprised of
         recommendations to buy, sell or hold the securities of the issuer which
         recommendations have not changed within the past six months). (If any
         such report or memorandum has been prepared, furnish to Stifel,
         Nicolaus & Company, Incorporated (a) three copies thereof and (b) a
         statement as to the actual or proposed use, identifying (i) each class
         of persons (institutional mailing lists, retail clients, etc.) which
         has received or will receive such material, (ii) the number of copies
         distributed to each such class and (iii) the period of distribution).

                                    Exh. A-2



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.H.3
<SEQUENCE>5
<FILENAME>c81634a3exv99whw3.txt
<DESCRIPTION>SELECTED DEALERS AGREEMENT
<TEXT>
<PAGE>
                                                                     Exhibit h.3



                    STIFEL, NICOLAUS & COMPANY, INCORPORATED

                        MASTER SELECTED DEALERS AGREEMENT


                                                                January 29, 2001

Ladies and Gentlemen:

               In connection with certain public offerings of securities after
the date hereof for which we are acting as representative or one of the
representatives of the members of the underwriting syndicate, we may invite you
to participate as a selected dealer. This will confirm our mutual agreement as
to the general terms and conditions applicable to such participation.

               1. APPLICABILITY OF THIS AGREEMENT. From time to time on or after
the date hereof we may be responsible (acting for our own account or for the
account of an underwriting or similar group or syndicate) for managing or
otherwise implementing the sale to selected dealers ("Selected Dealers") of
securities offered publicly pursuant to a registration statement filed under the
Securities Act of 1933, as amended (the "Securities Act"), or offered pursuant
to an exemption from registration thereunder. The terms and conditions of this
Agreement shall be applicable to any such offering in which we have invited you
to participate as a Selected Dealer and have expressly informed you that the
terms and conditions of this Agreement shall apply. This Agreement shall not
apply to any offering of securities effected wholly outside the United States of
America. Any offering to which the terms and conditions of this Agreement apply
is herein referred to as an "Offering", and the securities offered in an
Offering are herein referred to as the "Securities" with respect to such
Offering. In the case of any Offering in which we are acting for the account of
an underwriting or similar group or syndicate ("Underwriters"), the terms and
conditions of this Agreement shall be for the benefit of, and binding upon, such
Underwriters, including, in the case of any Offering in which we are acting with
others as representatives of Underwriters, such other representatives. Some or
all of the Underwriters in any Offering may be included among the Selected
Dealers.

               The following provisions of this Agreement shall apply separately
to each Offering.

               2. CONDITIONS OF OFFERING; ACCEPTANCE AND PURCHASE. Any Offering
will be subject to delivery of the Securities by the Issuer and their acceptance
by us and any other Underwriters, will be subject to prior sale, to the approval
of all legal matters by counsel and the



<PAGE>

satisfaction of other conditions, and may be made on the basis of a reservation
of Securities or an allotment against subscription. We reserve the right to
reject any acceptance in whole or in part, to make allotments and to close the
subscription books at any time without notice. You agree to act as principal in
purchasing any Securities.

               We shall invite you to participate in an Offering and in
connection therewith shall advise you of the particular method and supplementary
terms and conditions of the Offering (including the amount of Securities to be
allotted to you, the amount of Securities reserved for purchase by the Selected
Dealers, the period of such reservation and the information as to prices and
offering date referred to in Section 3(b) hereof). Such invitation and
additional information, to the extent applicable and then determined, shall be
conveyed to you in a telecopy, telex or other written form of communication (any
communication in any such form being herein referred to as a "written
communication"). Such written communication will include instructions for
advising us of your acceptance of such invitation. Any such additional
information, to the extent applicable but not determined at the time such
invitation is conveyed to you, will be conveyed to you in a subsequent written
communication. To the extent such supplementary terms and conditions are
inconsistent with any provision herein, such terms and conditions shall
supersede any such provision, and you, by your acceptance, shall be bound
thereby. If we have received your acceptance, a subsequent written communication
from us shall state that you may reject your allotment of Securities by
notifying us prior to the time and in the manner specified in such written
communication. Unless otherwise indicated in any such written communication,
acceptances and other communications by you with respect to an Offering should
be sent to Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate
Department.

               Unless you are notified otherwise by us, Securities purchased by
you shall be paid for on such date as we shall determine on one day's prior
notice to you, by certified or official bank check or checks drawn on a New York
Clearing House bank and payable in next day funds, in an amount equal to the
Offering Price (as hereinafter defined) or, if we shall so advise you, at such
Offering Price less the Concession (as hereinafter defined) and payable to or
upon the order of Stifel, Nicolaus & Company, Incorporated, One Financial Plaza,
501 North Broadway, 8th Floor, St. Louis, MO 63102, against delivery of the
Securities. If Securities are purchased and paid for at such Public Offering
Price, such Concession will be paid after the termination of the provisions of
Section 3(b) hereof with respect to such Securities.

               Unless you are notified otherwise by us, payment for and delivery
of Securities purchased by you shall be made through the facilities of The
Depository Trust Company, if you are a member, unless you have otherwise
notified us within one day after the date the Securities are first released for
public offering or, if you are not a member, settlement may be made through a
correspondent who is a member pursuant to instructions you may send to us on or
before the third business day preceding the closing for the sale of the
Securities.

               3. OFFERING DOCUMENTS.

               (a) REGISTRATION STATEMENT AND PROSPECTUS. With respect to each
Offering of Securities, we shall provide you with such number of copies of any
prospectus subject to completion, the prospectus, any term sheet, any
abbreviated term sheet and any amendment or



                                       2
<PAGE>

supplement to any of the foregoing as you may reasonably request for the
purposes contemplated by the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the applicable rules and regulations
of the Securities and Exchange Commission (the "Commission") thereunder. You
shall familiarize yourself with the terms of the Securities and the other terms
of the Offering reflected in any such preliminary prospectus, prospectus, term
sheet, abbreviated term sheet, amendment or supplement. You agree that in
purchasing Securities in an Offering you will rely upon no statements
whatsoever, written or oral, other than the statements in the prospectus and any
term sheet or abbreviated term sheet delivered to you by us. You understand that
you will not be authorized by the issuer or any seller other than the issuer,
any guarantor or any insurer of Securities to give any information or to make
any representation not contained in a preliminary prospectus, the prospectus or
any term sheet or abbreviated term sheet, as amended or supplemented, in
connection with the Offering of such Securities. You represent and warrant that
you are familiar with Securities Act Release No. 33-4968 and Rule 15c2-8 under
the Exchange Act (or any successor release or provision) and any applicable
foreign laws (and any applicable rules and regulations thereunder) and agree
that you will deliver all preliminary prospectuses, prospectuses, term sheets
and abbreviated term sheets required for compliance therewith. You agree to make
a record of your distribution of each preliminary prospectus, prospectus, term
sheet and abbreviated term sheet (including dates, numbers of copies and persons
to whom sent) and you shall, if requested by us, furnish a copy of an amended or
supplemented preliminary prospectus, prospectus, term sheet or abbreviated term
sheet to each person to whom you have furnished a previous preliminary
prospectus, prospectus, term sheet or abbreviated term sheet and, if also
requested by us, indicate to each such person the changes reflected in such
amended or supplemented preliminary prospectus, prospectus, term sheet or
abbreviated term sheet.

               (b) OFFER AND SALE TO THE PUBLIC. With respect to any Offering of
Securities, we shall inform you by a written communication of the initial public
offering price, if any, the selling concession to Selected Dealers, the
reallowance (if any) to other dealers and the time when you may commence selling
Securities to the public. After such public offering has commenced, we may
change the public offering price, the selling concession and the reallowance.
The public offering price, selling concession and reallowance (if any) at any
time in effect with respect to an Offering are hereinafter referred to,
respectively, as the "Offering Price," the "Concession" and the "Reallowance."
With respect to each Offering of Securities, until the provisions of this
Section 3(b) shall be terminated pursuant to Section 4 hereof, you agree to
offer Securities to the public only at the Offering Price, except that if a
Reallowance is in effect, a reallowance from the Offering Price not in excess of
such Reallowance may be allowed. If such Offering is subject to the Conduct
Rules (together with applicable interpretations thereunder, the "NASD Conduct
Rules") of the National Association of Securities Dealers, Inc. (the "NASD"),
such Reallowance may be allowed only as consideration for services rendered in
distribution to dealers which are actually engaged in the investment banking or
securities business, which execute the written agreement prescribed by Rule
2740(c) of the NASD Conduct Rules and which are either members in good standing
of the NASD or are foreign banks, dealers or institutions not eligible for
membership in the NASD who represent to you that they will promptly reoffer such
Securities at the Offering Price and will abide by the conditions with respect
to foreign banks, dealers and institutions set forth in Section 3(d) hereof. Any
dealer which is allowed any Reallowance hereby agrees that such amount will be
retained and not reallowed in whole or in



                                       3
<PAGE>

part. Upon our request, you will advise us of the identity of any dealer to
which you allowed a Reallowance and any Underwriter or dealer from which you
received a Reallowance.

               (c) OVER-ALLOTMENT; STABILIZATION; UNSOLD ALLOTMENTS. We may,
with respect to any Offering, be authorized (i) to over-allot in arranging for
sales of Securities to Selected Dealers and to institutions and other retail
purchasers and, if necessary, to purchase Securities or other securities of the
issuer at such prices as we may determine for the purpose of covering such
over-allotments and (ii) for the purpose of stabilizing the market in the
Securities, to make purchases and sales of Securities or of any other securities
of the issuer or any guarantor or insurer of the Securities as we may advise you
by written communication or otherwise, in the open market or otherwise, for long
or short account, on a when-issued basis or otherwise, at such prices, in such
amounts and in such manner as we may determine. You agree that upon our request
at any time and from time to time prior to the termination of the provisions of
Section 3(b) hereof with respect to any Offering, you will report to us the
amount of Securities purchased by you pursuant to such Offering which then
remain unsold by you and will, upon our request at any such time, sell to us for
our account or the account of one or more Underwriters such amount of such
unsold Securities as we may designate at the Offering Price less an amount to be
determined by us not in excess of the Concession. If, prior to the later of (i)
the termination of the provisions of Section 3(b) hereof with respect to any
Offering or (ii) the covering by us of any short position created by us in
connection with such Offering for our account or the account of one or more
Underwriters, we purchase or contract to purchase for our account or the account
of one or more Underwriters in the open market or otherwise any Securities
purchased by you under this Agreement as part of such Offering, you agree to pay
us on demand an amount equal to the Concession with respect to such Securities
(unless you shall have purchased such Securities pursuant to Section 2 hereof at
the Offering Price, in which case we shall not be obligated to pay such
Concession to you pursuant to Section 2) plus, in each case, transfer taxes,
broker's commissions or dealer's mark-ups, if any, and accrued interest,
amortization of original issue discount or accumulated dividends, if any, paid
in connection with such purchase or contract to purchase.

               (d) NASD. The provisions of this Section 3(d) shall apply to any
Offering subject to the By-Laws, rules and regulations of the NASD.

               You represent and warrant that you are a dealer actually engaged
in the investment banking or securities business and you are either a member in
good standing of the NASD or, if you are not such a member, you are a foreign
bank, dealer or institution not eligible for membership in the NASD which agrees
to make no sales within the United States of America, its territories or
possessions or to persons who are citizens thereof or residents therein (other
than through us) and to comply with all applicable NASD Conduct Rules, including
the NASD's Interpretation with Respect to Free-Riding and Withholding, in making
sales outside the United States of America. You agree that, in connection with
any purchase or sale of any of the Securities wherein a selling concession,
discount or other allowance is received or granted, (i) you will comply with the
provisions of Rule 2740 of the NASD Conduct Rules and (ii) if you are a non-NASD
member broker or dealer in a foreign country, you will also comply, (A) as
though you were an NASD member, with the NASD's Interpretation with Respect to
Free-Riding and Withholding, Rules 2730, 2740 and 2750 of the NASD Conduct Rules
and (B) with



                                       4
<PAGE>

Rule 2420 of the NASD Conduct Rules as that Rule applies to a non-NASD member
broker or dealer in a foreign country. You represent that you are fully familiar
with the above provisions of the Rules of Fair Practice of the NASD.

               You represent, by your participation in an Offering, that neither
you nor any of your directors, officers, partners or "persons associated with"
you (as defined in the By-Laws of the NASD) nor, to your knowledge, any "related
person" (as defined in the By-Laws of the NASD, which definition includes
counsel, financial consultants and advisors, finders, members of the selling or
distribution group, any NASD member participating in the offering, and any other
persons associated with or related to any of the foregoing) or any broker-dealer
(i) within the last eighteen months has purchased in private transactions, or
intends before, at or within six months after the commencement of the public
offering of the Securities, to purchase in private transactions, any securities
(including warrants or options) of the issuer, its parent (if any), any
guarantor or insurer of the Securities or any subsidiary of any of the foregoing
or (ii) within the last twelve months had any dealings with the issuer, any
guarantor or insurer of the Securities, any seller other than the foregoing or
any subsidiary or controlling person of any of the foregoing (other than in
connection with the syndicate agreements relating to such Offering) as to which
documents or information are required to be filed with the NASD pursuant to its
Corporate Financing Rule.

               If we inform you that the NASD views the Offering as subject to
Schedule E to Article IV, Section 2 of the By-Laws of the NASD, you agree that
you shall, to the extent required, offer the Securities in compliance with Rule
2810 of the NASD Conduct Rules.

               If we inform you that the NASD views the Securities as interests
in a direct participation program, you agree that you shall, to the extent
required, offer the Securities in compliance with the NASD's interpretation of
Appendix F of its Rules of Fair Practice.

               (e) RELATIONSHIP AMONG UNDERWRITERS AND SELECTED DEALERS. We
shall have full authority to take such action as we may deem advisable in
respect of all matters pertaining to an Offering. We may buy Securities from or
sell Securities to any Underwriter or Selected Dealer and, with our consent, the
Underwriters (if any) and the Selected Dealers may purchase Securities from and
sell Securities to each other at the Offering Price less all or any part of the
Concession, provided that in doing so they comply with the NASD Conduct Rules.
You are not authorized to act as agent for us or any Underwriter or the issuer,
any seller other than the issuer, or any guarantor or insurer of any Securities
in offering Securities to the public or otherwise.

               Neither we nor any Underwriter shall be under any obligation to
you except for obligations assumed hereby or in any written communication from
us to you in connection with an Offering. Furthermore, neither we nor any
Underwriter shall be under any liability for or in respect of the validity,
value or delivery of, or title to, any Securities or any securities issuable
upon exercise, conversion or exchange of any Securities; the form of, or the
statements contained in, or the validity of the registration statement, any
preliminary prospectus, the prospectus, any amendment or supplement to any of
the foregoing or any materials incorporated by reference in any of the foregoing
or any letters or instruments executed by or on behalf of the issuer, any seller
other than the issuer, any guarantor or insurer of the Securities or any other
party; the form



                                       5
<PAGE>

or validity of any contract or agreement under which any Securities may be
issued or which governs the rights of holders of any Securities; the form or
validity of any agreement for the purchase of the Securities, any agreement
among underwriters; the performance by the issuer, any seller other than the
issuer, any guarantor or insurer of the Securities and any other parties of any
agreement on its or their parts; the qualification for sale in any jurisdiction
of any Securities or securities issuable upon exercise, conversion or exchange
of any Securities or the legality for investment of the Securities or such
securities under the laws of any jurisdiction; or any matter in connection with
any of the foregoing; provided, however, that nothing in this paragraph shall be
deemed to relieve us or any Underwriter from any liability imposed by the
Securities Act.

               Nothing herein contained or in any written communication from us
shall constitute the Selected Dealers an association or partners with us or any
Underwriter or with one another or, in the case of an Offering involving the
public distribution of the Securities through two or more underwriting
syndicates, with any underwriter or manager participating in any such syndicate.
If the Selected Dealers, among themselves or with the Underwriters and/or such
other underwriters or managers, should be deemed to constitute a partnership for
federal income tax purposes, then you elect to be excluded from the application
of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as
amended, and agree not to take any position inconsistent with that election. You
authorize us, in our discretion, to execute and file on your behalf such
evidence of that election as may be required by the Internal Revenue Service. In
connection with an Offering you shall be liable for your proportionate amount of
any tax, claim, demand or liability that may be asserted against you alone or
against one or more Selected Dealers participating in such Offering, or against
us or the Underwriters and/or such other underwriters or managers, if any, based
upon the claim that the Selected Dealers, or any of them, constitute an
association, an unincorporated business or other entity, including, in each
case, your proportionate share of any expense incurred in defending against any
such tax, claim, demand or liability.

               (f) LEGAL QUALIFICATIONS. It is understood that neither we nor
any Underwriter assumes any responsibility with respect to the right of any
Selected Dealer to offer or to sell Securities in any jurisdiction,
notwithstanding any "Blue Sky" memorandum or survey or any other information
that we or any other Underwriter may furnish as to the jurisdictions under the
securities laws of which it is believed the Securities may be sold. You
authorize us to file with the Department of State of the State of New York a
Further State Notice with respect to the Securities, if necessary.

               If you propose to offer Securities outside the United States of
America, its territories or its possessions, you will take, at your own expense
and risk, such action, if any, as may be necessary to comply with the laws of
each foreign jurisdiction in which you propose to offer Securities.

               (g) COMPLIANCE WITH LAW. You agree that in selling Securities
pursuant to any Offering (which agreement shall also be for the benefit of the
issuer, any seller other than the issuer and any guarantor or insurer of such
Securities) you will comply with the applicable provisions of the Securities Act
and the Exchange Act, the applicable rules and regulations of the Commission
thereunder, the applicable rules and regulations of the NASD, the applicable
rules and



                                       6
<PAGE>

regulations of any securities exchange or other self-regulatory organization
having jurisdiction over the offering and the applicable federal, state or
foreign laws, rules and regulations specified in Section 3 hereof.

               You represent and agree that in connection with each Offering to
which this Agreement applies, you will comply with the provisions of Regulation
M (or any successor provision) under the Exchange Act, as amended or interpreted
from time to time by the Commission, with regard, among other things, to trading
by underwriters. You represent that you are fully familiar with the provisions
of said Regulation.

               4. TERMINATION. This Agreement may be terminated by either party
hereto upon five business days' written notice to the other party; provided,
however, that with respect to any Offering, if we receive any such notice form
you after you have agreed to participate as a Selected Dealer in any Offering,
this Agreement shall remain in full force and effect as to such Offering and
shall terminate with respect to such Offering in accordance with the provisions
of the following paragraph.

               Unless this Agreement or any provision hereof is earlier
terminated by us, and except as we may advise you in a written communication,
the terms and conditions of this Agreement will cease to be applicable to your
participation in an Offering at the close of business of the thirtieth day after
the date the Securities are first released for public offering, but in our
discretion may be extended by us by written communication for a further period
or periods not exceeding an aggregate of thirty days; provided, however, that
the provisions of his Agreement that contemplate obligations surviving the
termination of its effectiveness shall survive such termination with respect to
any Offering.

               5. AMENDMENTS. This Agreement may be amended or supplemented by
us by written notice to you and without need for further action on your part
and, except for amendments or supplements set forth in a written communication
to you relating solely to a particular Offering, any such amendment or
supplement to this Agreement shall be effective with respect to any Offering
effected after this Agreement is so amended or supplemented. Each reference
herein to "this Agreement" shall, as appropriate, be to this Master Selected
Dealer Agreement as so amended or supplemented.

               6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on,
and inure to the benefit of, the parties hereto and the other persons specified
in Sections 1 and 3 hereof, and the respective successors and assigns of each
of them.

               7. APPLICABLE LAW. This Agreement and the terms and conditions
set forth herein with respect to any Offering, together with such supplementary
terms and conditions with respect to such Offering as may be contained in any
written communication to you in connection therewith, shall be governed and
construed in accordance with the laws of the State of New York.

               8. NOTICES. Any notice from us to you shall be deemed to have
been duly given if conveyed to you by written communication or telephone at the
address set forth at the end of this



                                       7
<PAGE>

Agreement, or at such other address as you shall have advised us in writing. Any
notice from you to us shall be deemed to have been duly given if conveyed to us
by written communication or telephone at One Financial Plaza, 501 North
Broadway, 8th Floor, St. Louis, MO 63102, Attention: Syndicate Department.

               Please confirm, by signing and returning this Agreement to us,
your acceptance of and agreement to the terms and conditions of this Agreement
(as amended and supplemented from time to time pursuant to Section 5 hereof),
together with and subject to any supplementary or alternative terms and
conditions contained in any written communication from us in connection with any
offering, all of which shall constitute a binding agreement between you and us,
individually or as representative of any Underwriters. Your subscription to, or
your acceptance of any reservation of any Securities pursuant to an Offering
shall constitute (i) confirmation that your representations and warranties set
forth in this Agreement are true and correct as of the times or for the persons
specified herein, (ii) confirmation that your agreements set forth in this
Agreement have been and will be fully performed by you to the extent and at the
times required hereby and (iii) acknowledgment that you have requested and
received from us sufficient copies of each preliminary prospectus and the
prospectus with respect to such Offering in order to comply with your
undertakings in Section 3(a) hereof.

                              Very truly yours,

                              STIFEL, NICOLAUS & COMPANY, INCORPORATED


                              By:
                                  ----------------------------------------------
                                  Name:  T. Richard Kendrick IV
                                  Title: Senior Vice President

CONFIRMED as of the date

first above written:


- -----------------------------------
By:
     ------------------------------
     Title:
     (If signer is not an officer
     or partner, please attach
     evidence of authorization.)

Address:



                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.L
<SEQUENCE>6
<FILENAME>c81634a3exv99wl.txt
<DESCRIPTION>OPINION
<TEXT>
<PAGE>


                           [LETTERHEAD OF VENABLE LLP]


                                February 19, 2004



Tortoise Energy Infrastructure Corporation
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas, 66210

            Re:    Registration Statement on Form N-2:
                   1933 Act File No.:  333-110143
                   1940 Act File No.:  811-21462

Ladies and Gentlemen:

         We have served as Maryland counsel to Tortoise Energy Infrastructure
Corporation, a Maryland corporation registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as a closed-end management investment
company (the "Company"), in connection with certain matters of Maryland law
arising out of the registration of shares (the "Shares") of common stock, $.001
par value per share (the "Common Stock"), of the Company to be issued in the
Company's initial public offering, covered by the above-referenced Registration
Statement (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"), and the 1940 Act. Unless otherwise defined
herein, capitalized terms used herein shall have the meanings assigned to them
in the Registration Statement.

         In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):

         1. The Registration Statement, and all amendments thereto, and the
related form of prospectus included therein, substantially in the form in which
it was transmitted to the Commission under the 1933 Act and the 1940 Act;

         2. The charter of the Company, certified as of a recent date by the
State Department of Assessments and Taxation of Maryland (the "SDAT");


<PAGE>

Tortoise Energy Infrastructure Corporation
February 19, 2004
Page 2


         3. The form of Articles of Amendment and Restatement, substantially in
the form to be filed by the Company with the SDAT (the "Articles of Amendment
and Restatement"), certified as of the date hereof by an officer of the Company;

         4. The Bylaws of the Company (the "Bylaws"), certified as of the date
hereof by an officer of the Company;

         5. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;

         6. Resolutions (the "Resolutions") adopted by the Board of Directors of
the Company (the "Board of Directors") relating to the authorization of the
filing of the Registration Statement and the sale and issuance of the Shares,
certified as of the date hereof by an officer of the Company;

         7. A certificate executed by an officer of the Company, dated as of the
date hereof; and

         8. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.

         In expressing the opinion set forth below, we have assumed the
following:

         1. Each individual executing any of the Documents, whether on behalf of
such individual or any other person, is legally competent to do so.

         2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.

         3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.

         4. All Documents submitted to us as originals are authentic. The form
and content of all Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered.

<PAGE>

Tortoise Energy Infrastructure Corporation
February 19, 2004
Page 3


All Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and complete.
All representations, warranties, statements and information contained in the
Documents are true and complete. There has been no oral or written modification
of or amendment to any of the Documents, and there has been no waiver of any
provision of any of the Documents, by action or omission of the parties or
otherwise.

         5. Prior to the issuance of the Shares, the Articles of Amendment and
Restatement will be filed with, and accepted for record by, the SDAT and a
pricing committee of the Board of Directors will determine the number, and
certain terms of issuance, of the Shares in accordance with the Resolutions (the
"Corporate Proceedings").

         Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:

         1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing with
the SDAT.

         2. The issuance of the Shares has been duly authorized and (assuming
that, upon any issuance of the Shares, the total number of shares of Common
Stock issued and outstanding will not exceed the total number of shares of
Common Stock that the Company is then authorized to issue under the charter of
the Company), when and if delivered against payment therefor in accordance with
the Resolutions and the Corporate Proceedings, the Shares will be validly
issued, fully paid and nonassessable.

         The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to compliance with federal or state securities laws,
including the securities laws of the State of Maryland, or the 1940 Act.

         The opinion expressed herein is limited to the matters specifically set
forth herein and no other opinion shall be inferred beyond the matters expressly
stated. We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.

         This opinion is being furnished to you solely for submission to the
Commission as an exhibit to the Registration Statement and, accordingly, may not
be relied upon by, quoted in any manner to, or delivered to any other person or
entity without, in each instance, our prior


<PAGE>

Tortoise Energy Infrastructure Corporation
February 19, 2004
Page 4


written consent. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required by Section 7 of the
1933 Act.



                                              Very truly yours,


                                              /s/ VENABLE LLP


42800/198570



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.N.1
<SEQUENCE>7
<FILENAME>c81634a3exv99wnw1.txt
<DESCRIPTION>OPINION
<TEXT>
<PAGE>
                                                                     EXHIBIT n.1


                     (BLACKWELL SANDERS PEPER MARTIN LOGO)


               2300 MAIN STREET SUITE 1000 KANSAS CITY, MO 64108
                   P.O. BOX 419777 KANSAS CITY, MO 64141-6777
                    TEL: (816) 983-8000 FAX: (816) 983-8080
                       WEBSITE: www.blackwellsanders.com





                                February 19, 2004

Tortoise Energy Infrastructure Corporation
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas  66210


         RE:    Tax Opinion in Connection with Registration Statement for
                Tortoise Energy Infrastructure Corporation

Dear Ladies and Gentlemen:

         We have acted as tax counsel to Tortoise Energy Infrastructure
Corporation, a Maryland corporation (the "Company"), in connection with the
preparation of its Registration Statement on Form N-2 (the "Registration
Statement"), relating to the registration of Common Stock of the Company. You
have requested our opinion on certain Federal income tax matters in connection
with the issuance of such securities pursuant to the Registration Statement.

         In rendering this opinion, we have reviewed the Registration Statement,
the Statement of Additional Information and such other documents as we have
deemed necessary. In our review, we have assumed the genuineness of all
signatures, the proper execution of all documents, the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies and the authenticity of the originals of any
copies.

         For purposes of this opinion, with respect to matters of fact, we have
relied upon the representations of fact set forth in a certificate of an officer
of the Company (the "Officer's Certificate"). Although we have not independently
verified the truth, accuracy or completeness of the factual representations
contained in the Officer's Certificate and the underlying assumptions upon which
they are based, nothing has come to the attention of the attorneys responsible
for the preparation of the Registration Statement and the Statement of
Additional Information, that would cause them to question such representations.

         Based upon the foregoing, the discussion in the Prospectus under the
caption "Tax Matters" and the discussion in the Statement of Additional
Information under the caption "U.S.


<Table>
<S>                                             <C>
  KANSAS CITY, MISSOURI o ST. LOUIS, MISSOURI o OVERLAND PARK, KANSAS o OMAHA, NEBRASKA
 SPRINGFIELD, MISSOURI o EDWARDSVILLE, ILLINOIS o WASHINGTON, D.C. o LONDON, UNITED KINGDOM

     AFFILIATES: LEEDS o MANCHESTER o MEXICO CITY o MONTREAL o TORONTO o VANCOUVER
</Table>

<PAGE>

Tortoise Energy Infrastructure Corporation
February 19, 2004
Page 2


Federal Income Tax Matters" (all of which are incorporated herein by reference),
we are of the opinion that the Federal income tax discussions described in the
Registration Statement under the caption "Tax Matters" and in the Statement of
Additional Information under the caption "U.S. Federal Income Tax Matters" are
correct in all material respects and fairly summarize in all material respects
the Federal income tax laws referred to therein.

         If any of the information on which we have relied is incorrect, or if
changes in the relevant facts occur after the date hereof, our opinion could be
affected thereby. Moreover, our opinion is based on the Internal Revenue Code of
1986, as amended, the Treasury regulations thereunder, published rulings of the
Internal Revenue Service, cases and other relevant authority. These authorities
are all subject to change, and such change may be made with retroactive effect.
We can give no assurance that, after such change, our opinion would not be
different. This opinion is not binding on the Internal Revenue Service, and
there can be no assurance, and none is hereby given, that the Internal Revenue
Service will not take a position contrary to one or more positions reflected in
the foregoing opinion, or that our opinion will be upheld by the courts if
challenged by the Internal Revenue Service.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included in the Registration Statement. By giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

                                  Very truly yours,


                                  /S/ Blackwell Sanders Peper Martin LLP


                                  Blackwell Sanders Peper Martin LLP





JRS

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.N.2
<SEQUENCE>8
<FILENAME>c81634a3exv99wnw2.txt
<DESCRIPTION>OPINION
<TEXT>
<PAGE>
                                                                     EXHIBIT n.2


                     (BLACKWELL SANDERS PEPER MARTIN LOGO)


               2300 MAIN STREET SUITE 1000 KANSAS CITY, MO 64108
                   P.O. BOX 419777 KANSAS CITY, MO 64141-6777
                    TEL: (816) 983-8000 FAX: (816) 983-8080
                       WEBSITE: www.blackwellsanders.com



                                February 19, 2004



Tortoise Energy Infrastructure Corporation
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas  66210

         RE:     Tax Opinion in Connection with Registration Statement for
                 Tortoise Energy Infrastructure Corporation

Dear Ladies and Gentlemen:

         We have acted as tax counsel to Tortoise Energy Infrastructure
Corporation, a Maryland corporation (the "Company"), in connection with the
preparation of its Registration Statement on Form N-2 (the "Registration
Statement"), relating to the registration of Common Stock of the Company. You
have requested our opinion regarding whether a dividend paid by the Company will
be treated as unrelated business taxable income of a tax-exempt shareholder of
Company.

         In rendering this opinion, we have reviewed the Registration Statement,
the Statement of Additional Information and such other documents as we have
deemed necessary. In our review, we have assumed the genuineness of all
signatures, the proper execution of all documents, the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies and the authenticity of the originals of any
copies.

         For purposes of this opinion, with respect to matters of fact, we have
relied upon the representations of fact set forth in a certificate of an officer
of the Company (the "Officer's Certificate"). Although we have not independently
verified the truth, accuracy or completeness of the factual representations
contained in the Officer's Certificate and the underlying assumptions upon which
they are based, nothing has come to the attention of the attorneys responsible
for the preparation of the Registration Statement and the Statement of
Additional Information, that would cause them to question such representations.

         The Company anticipates that one or more entities (an "Exempt Entity")
which are exempt from Federal income tax under section 501(c)(3) of the Internal
Revenue Code of 1986 (the "Code") will acquire Company stock. We assume for
purposes of this letter that (i) no such Exempt Entity will incur or carry any
acquisition indebtedness, within the meaning of Code


<Table>
<S>                                             <C>
  KANSAS CITY, MISSOURI o ST. LOUIS, MISSOURI o OVERLAND PARK, KANSAS o OMAHA, NEBRASKA
 SPRINGFIELD, MISSOURI o EDWARDSVILLE, ILLINOIS o WASHINGTON, D.C. o LONDON, UNITED KINGDOM

     AFFILIATES: LEEDS o MANCHESTER o MEXICO CITY o MONTREAL o TORONTO o VANCOUVER
</Table>

<PAGE>


Tortoise Energy Infrastructure Corporation
February 19, 2004
Page 2

section 514(c), with respect to the Company stock, (ii) such Exempt Entity will
hold the Company stock as an investment asset, and (iii) such Exempt Entity will
not utilize the Company stock in any trade or business.

         Based upon the foregoing assumptions, the dividend income received by
the Exempt Entity from the Company will be excluded from being treated as
unrelated business taxable income of such Exempt Entity. In addition, any
capital gain or loss recognized by the Exempt Entity from the sale or exchange
of Company stock will be excluded from being treated as unrelated business
taxable income of such Exempt Entity.

         If any of the information or assumptions on which we have relied is
incorrect, or if changes in the relevant facts occur after the date hereof, our
opinion could be affected thereby. Moreover, our opinion is based on the
Internal Revenue Code of 1986, as amended through the date hereof, the Treasury
regulations thereunder, published rulings of the Internal Revenue Service, cases
and other relevant authority. These authorities are all subject to change, and
such change may be made with retroactive effect. We can give no assurance that,
after such change, our opinion would not be different.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included in the Registration Statement. By giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
and the rules and regulation promulgated thereunder.

                                     Very truly yours,


                                     /S/ Blackwell Sanders Peper Martin LLP


                                     Blackwell Sanders Peper Martin LLP





JRS


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.N.3
<SEQUENCE>9
<FILENAME>c81634a3exv99wnw3.txt
<DESCRIPTION>CONSENT OF AUDITORS
<TEXT>
<PAGE>
                                                                     EXHIBIT n.3

                         Consent of Independent Auditors

We consent to the reference to our firm under the captions "Independent
Accountants" and to the use of our report dated February 13, 2004 with respect
to the financial statements of Tortoise Energy Infrastructure Corporation in the
Pre-Effective Amendment No. 2 to the Registration Statement (Form N-2) and
related Prospectus and Statement of Additional Information filed with the
Securities and Exchange Commission under the Securities Act of 1933
(Registration No. 333-110143) and under the Investment Company Act of 1940
(Registration No. 811-21462).

                                                           /s/ Ernst & Young LLP

Kansas City, Missouri
February 19, 2004

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
