<DOCUMENT>
<TYPE>N-2
<SEQUENCE>1
<FILENAME>n2_041504.txt
<DESCRIPTION>FORM N-2
<TEXT>
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON _______________, 2004
                                                     1933 ACT FILE NO. 333-
                                                     1940 ACT FILE NO. 811-21462
================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM N-2
                        (CHECK APPROPRIATE BOX OR BOXES)

[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO. __
[ ] POST-EFFECTIVE AMENDMENT NO. __

                                       AND

[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] AMENDMENT NO. 6

                   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
<TABLE>
<CAPTION>
                                                      COPIES OF COMMUNICATIONS TO:
<S>  <C>                                           <C>                                         <C>
          Deborah Bielicke Eades, Esq.                     John R. Short, Esq.                      Anna T. Pinedo, Esq.
     Vedder, Price, Kaufman & Kammholz, P.C.       Blackwell Sanders Peper Martin LLP             Morrison & Foerster LLP
              222 N. LaSalle Street                         720 Olive Street                    1290 Avenue of the Americas
                Chicago, IL 60601                          St. Louis, MO 63101                       New York, NY 10104
</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 are 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)
                                 _______________

<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
====================================================================================================================================
                                                                                          PROPOSED MAXIMUM
        TITLE OF SECURITIES                      AMOUNT          PROPOSED MAXIMUM        AGGREGATE OFFERING          AMOUNT OF
          BEING REGISTERED                     REGISTERED     OFFERING PRICE PER UNIT         PRICE(1)          REGISTRATION FEE(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                   <C>                    <C>                       <C>
Money Market Cumulative Preferred              __ Shares             $_____                 $1,000,000                $126.70
   Shares, $0.001 par value.............
====================================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Transmitted prior to the Securities and Exchange Commission via Fed wire
    (Fed wire #3519).
</FN>
</TABLE>
         THE REGISTRANT INTENDS TO AMEND THIS REGISTRATION STATEMENT ON SUCH
LATER DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH 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 COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================

<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.

                 SUBJECT TO COMPLETION, DATED              , 2004

                                                                 [Tortoise Logo]

PROSPECTUS

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION
           _________ MONEY MARKET CUMULATIVE PREFERRED (MMP(R)) SHARES
                    Liquidation Preference $25,000 per share

                                 _______________

         Tortoise Energy Infrastructure Corporation (the "Company") is offering
preferred stock (referred to as "Money Market Cumulative Preferred Shares" or
"MMP Shares"). The Company is a recently 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. 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 their unit holders, 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.

         Investors in MMP Shares will be entitled to receive cash dividends at
an annual rate that may vary for each dividend period. Generally, following the
initial dividend period, each dividend period will be sixty days. The dividend
rate for the initial period from and including the issue date through
______________ will be ____% per year. For each subsequent dividend period, the
dividend rate will be determined by an auction conducted in accordance with the
procedures described in this Prospectus. Generally, following the initial
dividend period, each dividend period will be sixty (60) days.

         Prior to this offering, there has been no private or public market for
MMP Shares. MMP Shares will not be listed on any exchange or automated quotation
system. Generally, investors may only buy and sell MMP Shares through an order
placed at an auction with or through a broker-dealer that has entered into an
agreement with the auction agent or in a secondary market that those
broker-dealers may maintain. These broker-dealers are not required to maintain a
market in MMP Shares, and a secondary market, if one develops, may not provide
investors with liquidity.

                                                        (continued on next page)

                                 _______________


         INVESTING IN MMP SHARES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE ___ OF THIS PROSPECTUS.

         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.

                                 _______________

                                                   PER SHARE        TOTAL
                                                   ---------        -----
Public offering price(1)........................    $               $
Underwriter discounts and commissions...........    $               $
Proceeds to the Company (before expenses)(2)....    $               $

------------------
(1) Plus accumulated dividends, if any, from _____________.
(2) Does not include offering expenses payable by the Company estimated to
    be $______________.

         The underwriters expect to deliver MMP Shares in book-entry form,
through the facilities of The Depository Trust Company, to broker-dealers on or
about ____________, 2004.

                                 _______________

LEHMAN BROTHERS

     STIFEL, NICOLAUS & COMPANY
             INCORPORATED

___________, 2004

<PAGE>

         This offering is conditioned upon the MMP Shares receiving a rating of
"___" from Moody's Investors Service, Inc. and "___" from Fitch Ratings. MMP
Shares will be senior in liquidation and distribution rights to the Company's
outstanding shares of common stock, $0.001 par value per share. The common
shares are listed on the New York Stock Exchange under the symbol "TYG".

         Prior to the offering, the Company intends to issue two series of
Auction Rate Senior Notes due _____ 2044, in an aggregate principal amount of
$__________ ("Tortoise Notes"). MMP Shares will be junior in liquidation and
distribution rights to Tortoise Notes. Tortoise Notes are offered and described
in a separate prospectus.

         This 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 and retain it for future reference. A Statement of
Additional Information, dated _______________, 2004, and as it may be
supplemented, 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 ____ of this Prospectus, by calling (888) 728-8784 or by writing to the
Company. You may obtain a copy (and other information regarding the Company)
from the Securities and Exchange Commission's web site (http://www.sec.gov). You
may also email requests for these documents to the Commission at
publicinfo@sec.gov or make a request in writing to the Commission's Public
Reference Section, Washington D.C. 20549-0102.

         The MMP 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.


                                                              COPYRIGHT (C) 2004
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

Prospectus Summary........................................................... 1
Financial Highlights.........................................................15
The Company..................................................................16
Use of Proceeds..............................................................16
Capitalization...............................................................17
Investment Objective and Principal Strategies................................17
Risk Factors.................................................................25
Management of the Company....................................................33
Rating Agency Guidelines.....................................................36
Description of Money Market Cumulative Preferred Shares......................38
The Auction..................................................................49
Description of Borrowings....................................................52
Description of Common Shares.................................................53
Certain Provisions in the Company's Charter and Bylaws.......................53
Repurchase of Company Shares.................................................55
Federal Income Tax Matters...................................................56
Administrator, Custodian, Transfer Agent, Dividend  Paying Agent,
     Auction Agent And Redemption Agent......................................58
Underwriting.................................................................58
Legal Opinions...............................................................60
Available Information........................................................60
Table of Contents for the Statement of Additional Information................61

         You should rely on the information contained in or incorporated by
reference in this Prospectus. Neither the Company nor the underwriters have
authorized anyone to provide you with different or inconsistent 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 MMP Shares in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this Prospectus is accurate only as of
the date of this Prospectus, and that the Company's business, financial
condition and prospects may have changed since this date.

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

                                        i

<PAGE>

                               PROSPECTUS SUMMARY

         This is only a summary. You should review the more detailed information
contained elsewhere in this Prospectus and in the Statement of Additional
Information, including the Articles Supplementary related to Money Market
Cumulative Preferred Shares (the "Articles Supplementary") attached as Appendix
A to the Statement of Additional Information. Capitalized terms used but not
defined in this Prospectus shall have the meanings given to such terms in the
Statement of Additional Information.

The Company..............  Tortoise Energy Infrastructure Corporation (the
                           "Company") is a recently organized, nondiversified,
                           closed-end management investment company. The
                           Company's common stock, $0.001 par value per share,
                           is traded on the NYSE under the symbol "TYG."
                           See "Description of Common Shares." As of
                           __________, 2004, the Company had _________ common
                           shares outstanding and net assets applicable to
                           common shares of $_____________.

The Adviser..............  Tortoise Capital Advisors, LLC (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 March 31, 2004, the
                           Adviser had approximately $___ million of client
                           assets under management. Affiliates of the Adviser
                           had an additional $___ million of energy
                           infrastructure investment assets under management.
                           The Adviser's investment committee is comprised of
                           five portfolio managers led by David J. Schulte, CFA.

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

The Offering ............  The Company is offering an aggregate of ______ Money
                           Market Cumulative Preferred Shares at a purchase
                           price of $___________ per share plus accumulated
                           dividends, if any, from the Original Issue Date. MMP
                           Shares are being offered by Lehman Brothers Inc.
                           ("Lehman Brothers") and Stifel, Nicolaus & Company,
                           Inc. ("Stifel Nicolaus") as underwriters. See
                           "Underwriting."

                           It is a condition of the underwriters' obligation to
                           purchase the MMP Shares that the MMP Shares receive a
                           rating of "___" from Moody's Investors Service Inc.
                           ("Moody's") and "___" from Fitch Ratings ("Fitch").

<PAGE>

                           The Company will invest the net proceeds of the
                           offering in accordance with the Company's investment
                           objective and policies described under "Investment
                           Objective and Principal Strategies." The Company
                           anticipates that it may take up to ____ months
                           following completion of this offering until the
                           Company's assets are fully invested in accordance
                           with the Company's investment objective and policies.
                           During this period, the Company may invest all or a
                           portion of the proceeds of this offering in U.S.
                           government securities, or high grade short-term or
                           long-term debt obligations.

                           The dividend rate for the initial Dividend Period
                           from and including the Original Issue Date through
                           _________, 2004, will be _____% per year. The first
                           Auction Date for MMP Shares will be ________, 2004,
                           and the Initial Dividend Payment Date will be _____,
                           2004. Subsequent Auctions generally will be held on
                           every fourth _______ unless the then current Dividend
                           Period is a Special Dividend Period, the date that
                           normally would be the Auction Date is not a Business
                           Day or unforeseen events preclude the holding of an
                           Auction.

Auction Procedures.......  You may buy, sell or hold shares through an Auction.
                           Beneficial Owners and Potential Beneficial Owners of
                           MMP Shares may participate in Auctions only
                           through Broker-Dealers. The following is a brief
                           summary of the Auction Procedures. See "Auction--
                           Auction Procedures" for more detailed information.

                           Prior to the Submission Deadline on each Auction Date
                           for MMP Shares, Beneficial Owners may submit Orders
                           with respect to MMP Shares of such series to a
                           Broker-Dealer as follows:

                           o        Hold Order - indicating its desire to hold
                                    MMP Shares without regard to the Applicable
                                    Rate for MMP Shares for the next Dividend
                                    Period.

                           o        Bid - indicating its desire to sell the
                                    number of Outstanding MMP Shares, if any,
                                    held by such Beneficial Owner which such
                                    Beneficial Owner offers to sell if the
                                    Applicable Rate for MMP Shares for the next
                                    succeeding Dividend Period of MMP Shares
                                    shall be less than the rate per annum
                                    specified by such Beneficial Owner (also
                                    known as a hold at rate order).

                           o        Sell Order - indicating its desire to sell
                                    the number of Outstanding MMP Shares, if
                                    any, held by such Beneficial Owner which
                                    such Beneficial Owner offers to sell without
                                    regard to the Applicable Rate for MMP

                                       2
<PAGE>

                                    Shares for the next succeeding Dividend
                                    Period of MMP Shares of such series.

                                    A Beneficial Owner may submit different
                                    types of Orders to its Broker-Dealer with
                                    respect to MMP Shares then held by such
                                    Beneficial Owner, as follows:

                           o        A Beneficial Owner of MMP Shares that
                                    submits a Bid with respect to MMP Shares to
                                    its Broker-Dealer having a rate higher than
                                    the Maximum Rate for MMP Shares on the
                                    Auction Date therefor will be treated as
                                    having submitted a Sell Order with respect
                                    to such MMP Shares.

                           o        A Holder of MMP Shares that fails to submit
                                    an Order with respect to such MMP Shares to
                                    its Broker-Dealer will be deemed to have
                                    submitted a Hold Order with respect to such
                                    MMP Shares.

                           o        A customer of a Broker-Dealer that is not a
                                    Beneficial Owner of MMP Shares but that
                                    wishes to purchase MMP Shares, or that is a
                                    Beneficial Owner of MMP Shares that wishes
                                    to purchase additional MMP Shares (in each
                                    case, a "Potential Beneficial Owner"), may
                                    submit Bids to its Broker-Dealer in which it
                                    offers to purchase such number of
                                    Outstanding MMP Shares specified in such bid
                                    if the Applicable Rate for MMP Shares
                                    determined on such Auction Date shall be
                                    higher than the rate specified in such Bid.
                                    A Bid placed by a Potential Beneficial Owner
                                    of MMP Shares specifying a rate higher than
                                    the Maximum Rate for MMP Shares on the
                                    Auction Date will not be accepted.

                           If Sufficient Clearing Bids for MMP Shares exist
                           (that is, the aggregate number of Outstanding MMP
                           Shares subject to Submitted Bids of Potential
                           Beneficial Owners specifying one or more rates
                           between the Minimum Rate (for Standard Dividend
                           Periods or less, only) and the Maximum Rate (for all
                           Dividend Periods) for MMP Shares exceeds or is equal
                           to the sum of the aggregate principal amount of
                           Outstanding MMP Shares subject to Submitted Sell
                           Orders), the Applicable Rate for MMP Shares for the
                           next succeeding Dividend Period will be the lowest
                           rate specified in the Submitted Bids which, taking
                           into account such rate and all lower rates bid by
                           Broker-Dealers as or on behalf of Existing Beneficial
                           Owners and Potential Beneficial Owners, would result
                           in Existing Beneficial Owners and Potential
                           Beneficial Owners owning the aggregate number of MMP
                           Shares available for purchase in the Auction. If
                           Sufficient Clearing Bids for MMP Shares do not exist
                           (other than because all of the Outstanding MMP Shares

                                        3
<PAGE>

                           are subject to Submitted Hold Orders), then the
                           Applicable Rate for all MMP Shares for the next
                           succeeding Dividend Period will be equal to the
                           Maximum Rate for MMP Shares.

                           The Auction Procedures include a pro rata allocation
                           of MMP Shares for purchase and sale, which may result
                           in an Existing Beneficial Owner continuing to hold or
                           selling, or a Beneficial Owner purchasing, a number
                           of MMP Shares that is less than the number of MMP
                           Shares specified in its Order. To the extent the
                           allocation procedures have that result,
                           Broker-Dealers that have designated themselves as
                           Existing Beneficial Owners or Potential Beneficial
                           Owners in respect of customer Orders will be required
                           to make appropriate pro rata allocations among their
                           respective customers.

                           Settlement of purchases and sales will be made on the
                           next Business Day (also a Dividend Payment Date)
                           after the Auction Date through the Securities
                           Depository in accordance with the Securities
                           Depository's normal procedures.

Dividends and
  Dividend Periods.......  Subsequent to the initial Dividend Period, each
                           Dividend Period generally will be sixty (60) days in
                           length. The Applicable Rate for a particular Dividend
                           Period usually will be determined by an Auction
                           conducted on the Business Day immediately preceding
                           the start of the Dividend Period. In most instances,
                           dividends are also payable every sixty (60) days, on
                           the day following the end of the Dividend Period. A
                           Special Dividend Period will not be effective unless
                           Sufficient Clearing Bids exist at the Auction in
                           respect of a Special Dividend Period. See
                           "Description of Money Market Cumulative Preferred
                           Shares--Dividends and Dividend Periods--Determination
                           of Dividend Rate" and "The Auction."

Determination of
  Applicable Rate........  Except during a Default Period, the Applicable Rate
                           for any Dividend Period for MMP Shares will not be
                           more than the Maximum Rate. The Maximum Rate will
                           depend on the credit rating assigned to the MMP
                           Shares and on the duration of the Dividend Period.
                           The Maximum Rate will be the Applicable Percentage of
                           the Reference Rate. The Applicable Percentage will be
                           determined based on the lower of the credit ratings
                           assigned on that date to the MMP Shares by Moody's
                           and Fitch, with the Applicable Percentage remaining
                           further subject to upward but not downward adjustment
                           in the discretion of the Board of Directors after
                           consultation with the Broker-Dealers, as follows:

                                       4
<PAGE>


                               MOODY'S             FITCH            APPLICABLE
                           CREDIT RATING       CREDIT RATING        PERCENTAGE
                           -------------       -------------        ----------
                           Aa3 or above                                200%
                             A3 to A1                                  250%
                           Baa3 to Baa1                                275%
                            Below Baa3                                 300%

                           For Standard Dividend Periods or less only, the
                           Applicable Rate resulting from an Auction will not be
                           less than the Minimum Rate. The Applicable Rate for
                           any Dividend Period commencing during any Default
                           Period, and the Default Rate described under
                           "Description of Money Market Cumulative Preferred
                           Shares," initially will be 300% of the Reference
                           Rate. The Reference Rate is the greater of:

                           (1) the applicable "AA" Financial Composite
                           Commercial Paper Rate (for a Dividend Period of fewer
                           than 184 days) or the applicable Treasury Index Rate
                           (for a Dividend Period of 184 days or more), or

                           (2) the applicable London-Interbank Offered Rate
                           ("LIBOR").

Restrictions on
 Dividends, Redemption
 and Other Payments......  If the Company issues Borrowings that constitute
                           senior securities representing indebtedness (as
                           defined in the 1940 Act), the Company may not declare
                           any dividend on MMP Shares unless, after giving
                           effect to such dividend, asset coverage with respect
                           to such Borrowings is at least 200%. In addition, the
                           Company would not be permitted to declare any other
                           distribution on or purchase or redeem MMP Shares
                           unless, after giving effect to such distribution,
                           purchase or redemption, asset coverage with respect
                           to any Borrowing is at least 300%. Dividends or other
                           distributions on or redemptions or purchases of MMP
                           Shares would also be prohibited at any time that an
                           event of default under any Borrowing has occurred and
                           is continuing. Prior to the offering of
                           MMP Shares, the Company expects to issue two series
                           of Auction Rate Senior Notes due ________, 2044, in
                           an aggregate principal amount of _________
                           ("Tortoise Notes"), which constitute senior
                           securities representing indebtedness. See
                           "Description of Money Market Cumulative Preferred
                           Shares--Restrictions on Dividend, Redemption and
                           Other Payments."

Asset Maintenance........  The Company must maintain Eligible Assets having an
                           aggregated Discounted Value at least equal to the MMP
                           Shares Basic Maintenance Amount as of each Valuation
                           Date. The Company also must maintain asset coverage
                           for the MMP Shares on a non-discounted basis of at
                           least 200% as of the last business day of each month.
                           See
                                      5
<PAGE>


                           "Description of Money Market Cumulative Preferred
                           Shares--Asset Maintenance." The Discount Factors and
                           guidelines for calculating the Discounted Value of
                           the Company's portfolio for purposes of determining
                           whether the MMP Shares Basic Maintenance Amount has
                           been satisfied have been established by Fitch and
                           Moody's in connection with the Company's receipt from
                           Moody's and Fitch of the "___" and "___" Credit
                           Ratings, respectively, with respect to the MMP Shares
                           on their Original Issue Date.

                           The Company estimates that on the Original Issue
                           Date, the 1940 Act MMP Shares Asset Coverage, based
                           on the composition of its portfolio as of _________,
                           2004, and after giving effect to the issuance of the
                           Tortoise Notes offered by separate prospectus and the
                           MMP Shares offered hereby ($___________) and the
                           deduction of underwriter discounts and commissions
                           and estimated offering expenses for such MMP Shares
                           ($_________), will be ___%.

                           In addition, there may be additional asset coverage
                           requirements imposed in connection with any
                           Borrowings, including the Tortoise Notes.

Redemption...............  Although the Company ordinarily will not redeem MMP
                           Shares, it may be required to redeem shares if, for
                           example, the Company does not meet an asset coverage
                           ratio required by law or in order to correct a
                           failure to meet rating agency guidelines in a timely
                           manner. The Company may voluntarily redeem MMP Shares
                           in certain circumstances. See "Description of Money
                           Market Cumulative Preferred Shares--Redemption."

Liquidation Preference...  The liquidation preference of the MMP Shares will be
                           $25,000 per share plus accumulated but unpaid
                           dividends, if any, thereon. See "Description of Money
                           Market Cumulative Preferred Shares--Liquidation
                           Rights."

Voting Rights............  Except as otherwise indicated, holders of MMP Shares
                           have one vote per share and vote together with
                           holders of common stock as a single class.

                           In connection with the election of the Board of
                           Directors, the holders of outstanding preferred
                           stock, including MMP Shares, as a class, shall be
                           entitled to elect two directors of the Company. The
                           holders of outstanding common stock and preferred
                           stock, including MMP Shares, voting together, shall
                           elect the remainder. However, upon the Company's
                           failure to pay dividends on preferred stock in an
                           amount equal to two

                                       6
<PAGE>

                           full years of dividends, the holders of preferred
                           stock have the right to elect, as a class, the
                           smallest number of additional directors as shall be
                           necessary to assure that a majority of the directors
                           has been elected by the holders of preferred stock.
                           The terms of the additional directors shall end when
                           the Company pays or provides for all accumulated and
                           unpaid dividends. See "Description of Money Market
                           Cumulative Preferred Shares--Voting Rights."

Investment Objective
  and Principal
  Investment Strategies..  The Company's investment objective is to seek a high
                           level of total return with an emphasis on current
                           distributions to shareholders. There is no assurance
                           that the Company will attain its investment
                           objective. See "Investment Objective and Principal
                           Investment Strategies" and "Risk Factors."

                           Under normal circumstances, the Company invests at
                           least 90% of its total assets (including assets
                           obtained through leverage) in securities of energy
                           infrastructure companies, and invests 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 invests
                           solely in energy infrastructure companies organized
                           in the United States. All publicly traded companies
                           in which the Company invests have an equity market
                           capitalization greater than $100 million.

                           MLP Securities. The Company invests 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 invests 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

                                       7
<PAGE>


                           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
                           invests in I-Shares only if it has adequate cash to
                           satisfy its distribution targets.

                           Other Securities. 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.

                           Nonfundamental Policies. The Company has adopted the
                           following additional nonfundamental investment
                           policies:

                           o        The Company may invest up to 30% of its
                                    total assets in direct placements
                                    (restricted securities). Subject to this
                                    policy, the Company may invest without
                                    limitation in illiquid 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). Investments in
                                    private companies that do not have any
                                    publicly traded shares or units are limited
                                    to 5% of total assets.

                           o        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")

                                       8
<PAGE>

                                    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.

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

                           o        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
                                    only 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. The Company may
                                    temporarily deviate from its investment
                                    policies pending investment of the initial
                                    public offering and leverage proceeds.

                                    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 distributions,
                                    and to facilitate the payment 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.

Use of Leverage..........  The Company intends to use financial leverage,
                           including issuing MMP Shares and Tortoise Notes,
                           primarily for investment purposes. The Company

                                       9
<PAGE>

                           currently anticipates its use of leverage to
                           represent approximately [_______%] of its total
                           assets, including the proceeds of such leverage. In
                           addition to the issuance of MMP Shares in an amount
                           currently estimated to represent approximately [_%]
                           of the Company's Managed Assets, the Company intends
                           to issue aggregate principal amount of Tortoise Notes
                           prior to the offering of MMP Shares in an amount
                           representing approximately [__%] of the Company's
                           Managed Assets. The Company may make further use of
                           financial leverage through other borrowings,
                           including the issuance of commercial paper or other
                           notes. Throughout this prospectus, commercial paper,
                           notes or other borrowings are collectively referred
                           to as "Borrowings." Payments to holders of MMP Shares
                           in liquidation or otherwise will be subject to the
                           prior payment of all outstanding indebtedness,
                           including Borrowings.

Hedging Transactions.....  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. See
                           "Investment Objective and Principal Strategies--
                           Hedging Transactions," and "Risk Factors--General
                           Risks of Investing in the Company--Hedging Risk."

Risks....................  The following discussion summarizes the principal
                           risks that you should consider before investing in
                           MMP Shares and the Company. For additional
                           information about the risks associated with MMP
                           Shares and the Company, see "Risk Factors."

                           Risks of MMP Shares. The primary risks of investing
                           in MMP Shares are as follows:

                           Interest Rate Risk. MMP Shares pay interest based on
                           short-term interest rates. If short-term interest
                           rates rise, dividends on the MMP Shares may rise so
                           that the amount of dividends due to holders of MMP
                           Shares would exceed the amount of income from the
                           Company's portfolio securities. This might require
                           that the Company sell portfolio securities at a time
                           when it would otherwise not do so, which may
                           adversely affect the Company's future earnings
                           ability. In addition, rising market interest rates
                           could negatively impact the

                                       10
<PAGE>

                           value of the Company's investment portfolio, reducing
                           the amount of assets serving as asset coverage for
                           the MMP Shares.

                           Auction Risk. You may not be able to sell your MMP
                           Shares at an Auction if the Auction fails; that is,
                           if there are more MMP Shares offered for sale than
                           there are buyers for those MMP Shares. Also, if you
                           place hold orders (orders to retain MMP Shares) at an
                           Auction only at a specified rate, and the bid rate
                           exceeds the rate set at the Auction, you will not
                           retain your MMP Shares. Finally, if you buy MMP
                           Shares or elect to retain MMP Shares without
                           specifying a rate below which you would not wish to
                           buy or continue to hold those MMP Shares, and the
                           Auction sets a below-market rate, you may receive a
                           lower rate of return on your MMP Shares than the
                           market rate. See "Description of Money Market
                           Cumulative Preferred Shares" and "The
                           Auction--Auction Procedures."

                           Secondary Market Risk. If you try to sell your MMP
                           Shares between Auctions, you may not be able to sell
                           any or all of your MMP Shares, or you may not be able
                           to sell them in the $25,000 increments in which they
                           were purchased plus accumulated dividends. If the
                           Company has designated a Special Dividend Period (a
                           dividend period other than sixty (60) days), changes
                           in interest rates could affect the price you would
                           receive if you sold your MMP Shares in the secondary
                           market. Broker-dealers that maintain a secondary
                           trading market for MMP Shares are not required to
                           maintain this market and the Company has no control
                           over the establishment or maintenance of this market.
                           The Company is not required to redeem MMP Shares if
                           an Auction or an attempted secondary market sale
                           fails. MMP Shares are not listed on an exchange or
                           automated quotation system. If you sell your MMP
                           Shares to a broker-dealer between Auctions, you may
                           receive less than the price you paid for them,
                           especially when market interest rates have risen
                           since the last Auction.

                           Ratings and Asset Coverage Risk. While Moody's and
                           Fitch have assigned ratings of "___" and "___,"
                           respectively, to MMP Shares, the ratings do not
                           eliminate or necessarily mitigate the risks of
                           investing in MMP Shares. A rating agency could
                           downgrade MMP Shares, which may make your securities
                           less liquid at an Auction or in the secondary market,
                           though probably with higher resulting interest rates.
                           If a rating agency downgrades the ratings assigned to
                           MMP Shares, the Company may alter its portfolio or
                           redeem MMP Shares.

                                       11
<PAGE>

                           The Company may voluntarily redeem MMP Shares under
                           certain circumstances. See "Description of Money
                           Market Cumulative Preferred Shares--Asset
                           Maintenance."

                           Inflation Risk. Inflation is the reduction in the
                           purchasing power of money resulting from the increase
                           in the price of goods and services. Inflation risk is
                           the risk that the inflation adjusted (or "real")
                           value of your MMP Shares investment or the income
                           from that investment will be worth less in the
                           future. As inflation occurs, the real value of the
                           MMP Shares and the dividend payable to holders of MMP
                           Shares declines. In an inflationary period, however,
                           it is expected that, through the auction process,
                           dividend rates would increase, tending to offset this
                           risk.

                           Company Risks. The Company's net asset value, its
                           ability to pay dividends and the liquidation
                           preference on MMP Shares, and its ability to meet
                           asset coverage requirements depends on the
                           performance of the Company's Managed Assets. The
                           performance of the Company's Managed Assets is
                           subject to a number of risks, including the
                           following:

                           Concentration Risk. The Company intends to
                           concentrate its investments in the energy
                           infrastructure industry, with an emphasis on
                           securities issued by MLPs. The primary risks inherent
                           in the energy infrastructure industry include the
                           following: (1) the performance and level of
                           distributions of MLPs can be affected by direct and
                           indirect commodity price exposure, (2) a decrease in
                           market demand for natural gas or other energy
                           commodities could adversely affect MLP revenues or
                           cash flows, (3) energy infrastructure assets deplete
                           over time and must be replaced, and (4) a rising
                           interest rate environment could increase an MLPs cost
                           of capital.

                           Nondiversification Risk. The Company is a
                           nondiversified investment company under the 1940 Act,
                           and it is not a regulated investment company under
                           the Internal Revenue Code. Accordingly, there are no
                           limits under the 1940 Act or Internal Revenue Code
                           with respect to the number or size of issuers held by
                           the Company.

                           Liquidity Risk. Certain MLPs may trade less
                           frequently than those of other companies due to their
                           smaller capitalizations. Investment in securities
                           that are less actively traded or over time experience
                           decreased trading volume may be difficult to dispose
                           of when the

                                       12
<PAGE>

                           Company believes it is desirable to do so, may
                           restrict the ability of the Company to take advantage
                           of other opportunities, and may be more difficult to
                           value.

                           Valuation Risk. The Company may invest up to 30% of
                           total assets in restricted securities, which are
                           subject to restrictions on resale. The value of such
                           investments ordinarily will be determined based on
                           fair valuations determined by the Adviser pursuant to
                           procedures adopted by the Board of Directors.
                           Restrictions on resale or the absence of a liquid
                           secondary market may adversely affect the ability of
                           the Company to determine net asset value. The sale
                           price of securities that are restricted or otherwise
                           not readily marketable may be higher or lower than
                           the Company's most recent valuations.

                           Leverage Risk. The Company may increase its leverage
                           above the amount estimated after issuance of the
                           Tortoise Notes and MMP Shares. The Company intends to
                           use leverage primarily for investment purposes,
                           although it also may use leverage to refinance the
                           repurchase of common shares or to meet cash
                           requirements. The Company's use of leverage may
                           result in risks and can magnify the effect of any
                           losses. There is no assurance that a leveraging
                           strategy will be successful.

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 federal
                           income 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.

Taxation of MMP
  Distributions..........  Distributions with respect to MMP Shares from the
                           Company's earnings and profits generally will be
                           subject to U.S. federal income taxation, but may
                           qualify for the dividends received deduction for
                           corporate shareholders or for treatment as "qualified
                           dividend income" that is generally subject to reduced
                           rates of federal income taxation for noncorporate
                           shareholders. Distributions in

                                       13
<PAGE>

                           excess of the Company's earnings and profits, if any,
                           will first reduce a shareholder's adjusted tax basis
                           in his or her MMP Shares, and, after such adjusted
                           basis is reduced to zero, will be treated as gain
                           from the sale or exchange of such MMP Shares. Because
                           the Company will invest a substantial portion of its
                           assets in MLPs, which are expected to generate cash
                           in excess of its taxable income to shareholders, it
                           is possible that dividends payable on MMP Shares
                           could exceed earnings and profits in unusual
                           circumstances. See "Federal Income Tax Matters."

Trading Market...........  MMP Shares are not listed on an exchange or automated
                           quotation system. Instead, you may buy or sell MMP
                           Shares at an Auction that normally is held every
                           sixty (60) days by submitting orders to a
                           broker-dealer that has entered into an agreement with
                           the auction agent and the Company (a
                           "Broker-Dealer"), or to a broker-dealer that has
                           entered into a separate agreement with a
                           Broker-Dealer. In addition to the Auctions,
                           Broker-Dealers and other broker-dealers may maintain
                           a secondary trading market in MMP Shares outside of
                           Auctions, but may discontinue this activity at any
                           time. There is no assurance that a secondary market
                           will provide MMP shareholders with liquidity. You may
                           transfer MMP Shares outside of Auctions only to or
                           through a Broker-Dealer, or a broker-dealer that has
                           entered into a separate agreement with a
                           Broker-Dealer or to the Company or any of its
                           affiliates, in certain cases.

Auction Agent............  __________ will serve as auction agent, registrar
                           dividend paying agent and redemption agent with
                           respect to MMP Shares.

                                       14
<PAGE>

                              FINANCIAL HIGHLIGHTS

         Information contained in the table below under the headings "Per Share
Operating Performance" and "Ratios/Supplemental Data" shows the unaudited
operating performance of the Company from the commencement of the Company's
investment operations on __________, 2004 until ___________, 2004. Since the
Company commenced operations on __________, 2004, the table covers approximately
________ months of operations, during which a substantial portion of the
Company's assets were held in cash pending investment in securities that meet
the Company's investment objective and policies. Accordingly, the information
presented may not provide a meaningful picture of the Company's operating
performance.

<TABLE>
<CAPTION>
                                                                                                ________-

                                                                                                   ___
                                                                                           -------------------
                                                                                               (UNAUDITED)
<S>                                                                                             <C>
PER SHARE OPERATING PERFORMANCE:
   Common share net asset value, beginning of period.............................
      Net investment income......................................................
      Net gains or losses on securities (unrealized).............................
        Total from investment operations.........................................
      Offering costs
   Common share net asset value, end of period...................................
   Per share market value, end of period.........................................
   Total return on net asset value...............................................
   Total investment return on market value.......................................

RATIOS/SUPPLEMENTAL DATA:
   Net assets, end of period (in thousands)......................................
   Ratio of expenses to average net assets before reimbursement..................
   Ratio of net investment income to average net assets before reimbursement.....
   Ratio of expenses to average net assets after reimbursement...................
   Ratio of net investment income to average net assets after reimbursement......
   Portfolio turnover rate.......................................................
</TABLE>

         The following table sets forth information about the Company's
outstanding senior securities representing indebtedness as of
__________________, 2004

<TABLE>
<CAPTION>
                                      TOTAL AMOUNT                                         AVERAGE MARKET VALUE
                                  OUTSTANDING EXCLUSIVE         ASSET COVERAGE PER               PER UNIT
            YEAR                 OF TREASURY SECURITIES                UNIT                (EXCLUDE BANK LOANS)
------------------------------------------------------------------------------------------------------------------
<S>         <C>                  <C>                            <C>                        <C>


</TABLE>

                                       15
<PAGE>


                                   THE COMPANY

         The Company is a recently organized, nondiversified, closed-end
management investment company registered under the 1940 Act. The Company was
organized as a Maryland corporation on October 30, 2003, pursuant to a charter
governed by the laws of the State of Maryland. On February 24, 2004, the Company
issued an aggregate of 11,000,000 shares of common stock, par value $0.001 per
share, in an initial public offering. On March 23, 2004, the Company issued an
additional 1,100,000 shares of common stock in connection with the partial
exercise by the underwriters of their over-allotment option. On April ___, 2004,
the Company issued ___ common shares in connection with the partial exercise by
the underwriters of their over-allotment option. The Company's shares of common
stock are listed on the NYSE under the symbol "TYG." The Company's principal
office is located at 10801 Mastin Boulevard, Suite 222, Overland Park, Kansas
66210 and its telephone number is (913) 981-1020.

         The following provides information about the Company's outstanding
shares as of _________, 2004:

<TABLE>
<CAPTION>
                                                                                       AMOUNT
                                                                                    HELD BY THE
                                                                                     COMPANY OR
                                                                      AMOUNT            FOR            AMOUNT
                         TITLE OF CLASS                             AUTHORIZED      ITS ACCOUNT      OUTSTANDING
-----------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                  <C>              <C>
Common........................................................      100,000,000           0
MMP Shares....................................................       10,000,000           0                0
Tortoise Notes................................................
   Series ____................................................                            0                0
   Series ____................................................                            0                0
</TABLE>


                                 USE OF PROCEEDS

         The net proceeds of the offering of MMP Shares will be approximately
$___________ after payment of the underwriting discounts and commissions and
estimated offering costs. The Company will invest the net proceeds of the
offering in accordance with the Company's investment objective and policies as
described under "Investment Objective and Principal Strategies" as soon as
practicable. It is presently anticipated that the Company will be able to invest
substantially all of the net proceeds of this offering and the Tortoise Notes
offering in securities of energy infrastructure companies that meet the
Company's investment objective and policies within approximately ____ months
after the completion of the offering. Pending such investment, it is anticipated
that the proceeds will be invested in short-term securities issued by the U.S.
government or its agencies or instrumentalities or in high quality, short-term
money market instruments.

                                       16
<PAGE>


                                 CAPITALIZATION

         The following table sets forth the capitalization of the Company as of
__________, 2004, and as adjusted to give effect to the issuance of the shares
of MMP Shares offered hereby.

<TABLE>
<CAPTION>
                                                                                   ACTUAL           AS ADJUSTED
                                                                                ----------------  ---------------
                                                                                 (UNAUDITED)        (UNAUDITED)
<S>                                                                               <C>                <C>
LONG-TERM DEBT:
Tortoise Notes, denominations of $25,000 or any multiple thereof; unlimited
securities authorized (no securities issued and ____ securities issued, as
adjusted), respectively*

PREFERRED SHAREHOLDERS' EQUITY:
MMP Shares, $25,000 stated value per share at liquidation; 10,000,000
   shares authorized (no shares issued and ____ shares issued, as
   adjusted), respectively*...................................................

COMMON SHAREHOLDERS' EQUITY:
   Common Shares, $.001 par value per share; 100,000,000 shares
      authorized, _________ shares outstanding*...............................
   Paid-in surplus**..........................................................
   Undistributed net investment income........................................
   Accumulated net realized gain from investments:............................
   Net unrealized appreciation (depreciation) of investments..................
   Net assets applicable to common shares.....................................

<FN>
------------------
*        None of these outstanding shares are held by or for the account of the
         Company.
**       As adjusted, paid-in surplus reflects the proceeds of the issuance of
         the common shares ($_______) less $.001 par value per common share
         ($_______) and the offering costs of $_______ per common share
         ($_______), as well as a reduction for the sales load and estimated
         offering costs of the MMP Shares ($_______).
</FN>
</TABLE>


                  INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

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 invests 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 unit holders, 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 concentrates its investments in the energy infrastructure
sector. The Company pursues 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.

                                       17
<PAGE>

         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 each year at
least 50% of its gross income 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 including any income and gains from the
exploration, development, mining or production, processing, refining,
transportation (including pipelines transporting 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 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 subject 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
invests at least 70% of its total assets in equity securities of MLPs that
derive each year at least 90% of their gross income from Qualifying Income and
are taxed as partnerships, thereby eliminating federal income tax at the entity
level. MLPs have 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 tests are met.

         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 invests 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. Revenue is derived from

                                       18
<PAGE>

         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 invests at least 90% of its
total assets (including assets obtained through leverage) in securities of
energy infrastructure companies. The Adviser seeks 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 includes a
comparison of quantitative, qualitative, and relative value factors. Although
the Adviser uses research provided by broker-dealers and investment firms,
primary emphasis is 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 seeks 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

                                       19
<PAGE>

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:

         o        Under normal circumstances, the Company invests 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.

         o        The Company may invest up to 30% of total assets in direct
                  placements (restricted securities). Subject to this policy,
                  the Company may invest without limitation in illiquid
                  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.

         o        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.

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

         o        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. The Company may temporarily deviate from its
investment policies pending investment of the initial public offering and
leverage proceeds.

TYPES OF 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
                                    (FOR MLPS TAXED AS           (FOR MLPS TAXED AS
                                      PARTNERSHIPS)                  PARTNERSHIPS)                I-SHARES
                                ----------------------------  --------------------------  ----------------------------

<S>                             <C>                           <C>                         <C>
VOTING RIGHTS..............     Limited to certain            Same as common units        No direct MLP voting rights
                                significant decisions; no
                                annual election of
                                directors

                                       20
<PAGE>

                                                                     CONVERTIBLE
                                       COMMON UNITS              SUBORDINATED UNITS
                                    (FOR MLPS TAXED AS           (FOR MLPS TAXED AS
                                      PARTNERSHIPS)                  PARTNERSHIPS)                I-SHARES
                                ----------------------------  --------------------------  ----------------------------

DIVIDEND PRIORITY..........     First right to minimum        Second right to MQD; no     Equal in amount and
                                quarterly distribution        arrearage rights            priority to common units
                                ("MQD") specified in                                      but paid in additional I-
                                Partnership Agreement;                                    Shares at current market
                                arrearage rights                                          value of I-Shares

DIVIDEND RATE..............     Minimum set in Partnership    Equal in amount to common   Equal in amount to common
                                Agreement; participate pro    units; participate pro      units
                                rata with subordinated        rata with common units
                                after both MQDs are met       above the MQD

TRADING....................     Listed on NYSE, AMEX and      Not publicly traded          Listed on NYSE
                                NASDAQ National Market

FEDERAL INCOME ............     Ordinary income to the        Same as common units        Full distribution treated
    TAX TREATMENT               extent of taxable income                                  as return of capital;
                                allocated to holder;                                      since distribution is in
                                tax-free return of capital                                shares, total basis is not
                                thereafter to extent of                                   reduced
                                holder's basis; remainder
                                as capital gain

TYPE OF INVESTOR...........     Retail; creates unrelated     Same as common units        Institutional; does not
                                business taxable income                                   create UBTI; qualifying
                                for tax-exempt investor; not                              income for regulated
                                qualifying income for                                     investment companies
                                regulated investment
                                companies

LIQUIDITY PRIORITY.........     Intended to receive return    Second right to return of   Same as common units
                                of all capital first          capital; pro rata with      (indirect right through
                                                              common units thereafter     I-share 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 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.

                                       21
<PAGE>

         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. The issuer of the
I-Share is taxed as a corporation for federal income tax purposes, 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 attempts 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. 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.

                                       22
<PAGE>

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.

         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.

         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.

HEDGING 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 affect the Company's ability to make required
interest payments on the Tortoise Notes. To the extent there is a decline in
interest rates, the value of the interest rate transactions could decline. 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.

USE OF LEVERAGE

         The Company intends to use leverage by using Borrowings and issuing MMP
Shares in an aggregate amount of approximately [________] of the Company's
Managed Assets. The amount of outstanding Borrowings and MMP Shares may vary
with prevailing market or economic conditions. In addition to issuing the MMP
Shares offered by this prospectus in an amount currently estimated to be
approximately [__%] of the Company's Managed Assets, the Company recently
issued $_______
                                       23
<PAGE>

aggregate principal amount of its Tortoise Notes, due _________, 2044
representing approximately [__%] of the Company's Managed Assets. The timing and
terms of any additional leverage transactions will be determined by the
Company's Board of Directors. Leverage entails special risks. See "Risk
Factors--General Risks of Investing in the Company--Leverage Risk."

         The Company reserves the right at any time, if it believes that market
conditions are appropriate, to increase its level of debt or other senior
securities to maintain or increase the Company's current level of leverage to
the extent permitted by the 1940 Act and existing agreements between the Company
and third parties.

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: (1) the nature of the investment opportunity taken in the context of
the other investments at the time; (2) the liquidity of the investment relative
to the needs of the particular entity or account; (3) the availability of the
opportunity (i.e., size of obtainable position); (4) the transaction costs
involved; and (5) 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: (1) 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 (2) 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 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.

                                       24
<PAGE>

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 amount of after-tax cash available for the
payment of dividends. 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 taxable dividends for
federal income tax purposes. See "Federal Income Tax Matters."


                                  RISK FACTORS

         Risk is inherent in all investing. Investing in any investment company
security involves risk, including the risk that you may receive little or no
return on your investment or even that you may lose part or all of your
investment. Therefore, before investing you should consider carefully the
following risks that you assume when you invest in MMP Shares.

RISKS OF INVESTING IN MMP SHARES

         Interest Rate Risk. The Company issues MMP Shares, which pay dividends
based on short-term interest rates. If short-term interest rates rise, dividend
rates on the MMP Shares may rise so that the amount of dividends payable to
holders of MMP Shares would exceed the Distributable Cash Flow (as defined
below) from the Company's portfolio securities. This might require the Company
to sell portfolio securities at a time when it would not otherwise do so, which
may adversely affect the Company's future ability to generate cash flow. While
the Company may manage this risk by entering into interest rate transactions,
there is no guarantee this strategy will be implemented or will be successful in
reducing or eliminating interest rate risk. In addition, rising market interest
rates could negatively impact the value of the Company's investment portfolio,
reducing the amount of assets serving as asset coverage for the MMP Shares.

         Auction Risk. You may not be able to sell your MMP Shares at an auction
if the Auction fails; that is, if there are more MMP Shares offered for sale
than there are buyers for those shares. Also, if you place hold orders (orders
to retain MMP Shares) at an auction only at a specified rate, and that bid rate
exceeds the rate set at the Auction, you will not retain your MMP Shares.
Finally, if you buy shares or elect to retain shares without specifying a rate
below which you would not wish to continue to hold those shares, and the Auction
sets a below-market rate, you may receive a lower rate of return on your shares
than the market rate. See "Description of MMP Shares" and "The Auction--Auction
Procedures."

         Secondary Market Risk. If you try to sell your MMP Shares between
auctions, you may not be able to sell any or all of your shares, or you may not
be able to sell them for the liquidation preference plus accumulated dividends.
If the Company has designated a special dividend period (a dividend period other
than sixty (60) days), changes in interest rates could affect the price you
would receive if you sold your shares in the secondary market. Broker-dealers
that maintain a secondary trading market for MMP Shares are not required to
maintain this market, the Company has no control over the establishment or
maintenance of such a market, and the Company is not required to redeem shares
either if an auction or an attempted secondary market sale fails because of a
lack of buyers. MMP Shares are not registered on a stock exchange or the Nasdaq
stock market. If you sell your MMP Shares to a broker-dealer between

                                       25
<PAGE>

auctions, you may receive less than the price you paid for them, especially when
market interest rates have risen since the last auction.

         Ratings and Asset Coverage Risk. While Moody's and Fitch have assigned
ratings of "___" and "___," respectively, to MMP Shares, the ratings do not
eliminate or necessarily mitigate the risks of investing in MMP Shares. A rating
agency could downgrade MMP Shares, which may make your shares

less liquid at an auction or in the secondary market, though probably with
higher resulting dividend rates. If a rating agency downgrades MMP Shares, the
Company may be required to alter its portfolio or redeem MMP Shares. The Company
may voluntarily redeem MMP Shares under certain circumstances. See "Description
of MMP Shares--Asset Maintenance" for a description of the asset maintenance
tests the Company must meet.

         When the Company issues Tortoise Notes, which constitute senior
securities representing indebtedness, as defined in the 1940 Act, the value of
the Company's total assets, less all liabilities and indebtedness of the Company
not represented by such Tortoise Notes, must be at least equal, immediately
after the issuance of any such Tortoise Notes, to 300% of the aggregate value of
such Tortoise Notes. Upon the issuance of MMP Shares, the value of the Company's
total assets, less all liabilities and indebtedness of the Company not
represented by senior securities must be at least equal, immediately after the
issuance of the MMP Shares, to 200% of the aggregate value of any Tortoise Notes
and the MMP Shares.

         Because the Company expects the Tortoise Notes to be of "investment
grade" quality, asset coverage or portfolio composition provisions in addition
to, and more stringent than those required by, the 1940 Act, may be imposed in
connection with the issuance of such ratings. In addition, restrictions may be
imposed by the rating agencies on certain investment practices in which the
Company may otherwise engage. Any lender with respect to any additional
Borrowings by the Company may require additional asset coverage and portfolio
composition provisions as well as restrictions on the Company's investment
practices.

         Inflation Risk. Inflation is the reduction in the purchasing power of
money resulting from the increase in the price of goods and services. Inflation
risk is the risk that the inflation adjusted (or "real") value of your MMP
Shares investment or the income from that investment will be worthless in the
future. As inflation occurs, the real value of the MMP Shares and distributions
declines. In an inflationary period, however, it is expected that, through the
auction process, MMP Shares dividend rates would increase, tending to offset
this risk.

         Payment Restrictions. Because the Company expects to have outstanding
Borrowings, the Company will be prohibited from declaring, paying or making any
dividends or distributions on MMP Shares unless it satisfies certain conditions.
The Company also will be prohibited from declaring, paying or making any
dividends or distributions on common shares unless it satisfies certain
conditions. See "Description of Money Market Cumulative Preferred
Shares--Restrictions on Dividend, Redemption and Other Payments."

         Any money borrowed pursuant to Tortoise Notes or any other Borrowings
may constitute a substantial burden on the MMP Shares by reason of their prior
claim against the income of the Company and against the net assets of the
Company in liquidation. The Company may not be permitted to declare dividends or
other distributions, including with respect to MMP Shares, or purchase or redeem
shares, including MMP Shares unless (1) at the time thereof the Company meets
certain asset coverage requirements and (2) there is no event of default under
the Tortoise Notes or any other Borrowing that is continuing. See "Description
of Money Market Cumulative Preferred Shares--Restrictions on Dividend and Other
Payments." In the event of a default under the Tortoise Notes or any other
Borrowing, the

                                       26
<PAGE>

lenders may have the right to cause a liquidation of the collateral (i.e., sell
portfolio securities) and if any such default is not cured, the lenders may be
able to control the liquidation as well.

GENERAL RISKS OF INVESTING IN THE COMPANY

         A material decline in the Company's net asset value may impair the
Company's ability to maintain required levels of asset coverage for MMP Shares.
The Company intends to redeem shares of

MMP Shares if necessary to comply with the asset coverage requirements. The
principal risks of investing in the Company are as follows:

         Limited Operating History. The Company is a recently organized,
diversified, closed-end management investment company that began operations on
February 27, 2004. As of ___________, the Company has invested approximately $__
million, or __% of its net assets, in energy infrastructure companies. As a
result, it is difficult to estimate whether the Company will meet its investment
objective at this time.

         Management Risk. The Adviser was formed in October 2002 and has limited
independent resources. The Adviser relies to a significant degree on the
officers, employees, and resources of Fountain Capital, KCEP and their
affiliates. Three 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. Prior to forming the Company, the
Adviser had no previous experience managing a registered investment company.

         Concentration Risk. The Company concentrates 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:

         o        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.

         o        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.

         o        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.

                                       27
<PAGE>

         o        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.

         o        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 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.

         o        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.

         o        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.

         o        Holders of MLP units are subject to certain risks inherent in
                  the partnership structure of MLPs including (1) tax risks
                  (described below), (2) limited ability to elect or remove
                  management, (3) limited voting rights, except with respect
                  to extraordinary transactions, and (4) 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.

                                       28
<PAGE>


                  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
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.

         Nondiversification Risk. 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

                                       29
<PAGE>

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.

         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, and the character of these distributions. 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 holders of
MMP Shares and dividend payments they receive from the Company.

         Historically, MLPs generally have made cash flow payments that have
significantly exceeded taxable income due, in part, to their ability to offset
income with tax deductions. This aspect of MLPs, and the Company's anticipated
issuance of Tortoise Notes (whose interest is tax deductible to the company),
will likely reduce the Company's current income taxes and, concomitantly,
increase the Company's cash distributions to its common 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 taxes 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 anticipated, the Company will
incur greater current income taxes. This may reduce the amount of assets
available to the Company for investment and possibly impact the Company's
ability to make dividend payments.

         Leverage Risk. The Company's use of leverage through the issuance of
preferred shares (including the MMP Shares offered hereby) and Borrowings
including Tortoise Notes, as well as the economic leverage inherent in certain
derivatives, including interest rate transactions, creates risks. There is no
assurance that the Company's leveraging strategies will be successful. If the
dividend rate on the MMP Shares exceeds the net rate of return on the Company's
portfolio, the leverage will result in a lower net asset value than if the
Company were not leveraged, and the Company's ability to pay dividends and to
meet its asset coverage requirements on the MMP Shares would be reduced. In
addition, to the extent that any forms of leverage used by the Company are
senior to the MMP Shares, payments to holders of MMP Shares in liquidation or
otherwise will be subject to the prior payment of obligations relating to such
other forms of leverage. 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.

         Because the fee paid to the Adviser is calculated on the basis of
Managed Assets, the fee will be higher when leverage is used, which give the
Adviser an incentive to use leverage.

         Hedging 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

                                       30
<PAGE>

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 cash available for
distribution to shareholder and/or the net assets available for coverage of

the MMP 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 assets available for coverage of the MMP 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 Placement Risk. The Company may invest up to 30% of total assets
in direct placements. 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 or to dispose of securities in order to
make distributions on MMP Shares.

         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 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

                                       31
<PAGE>

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. This may adversely affect the Company's ability to make
required dividend payments on MMP Shares or to meet asset coverage requirements.

         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 its net asset value 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. This may adversely affect the Company's ability to make required
dividend payments on MMP Shares. 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.

         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. 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

                                       32
<PAGE>

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.

         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."

         Counterparty Risk. The Company may be subject to credit risk with
respect to the counterparties to certain derivative agreements entered into by
the Company. If a counterparty becomes bankrupt or otherwise fails to perform
its obligations under a derivative contract due to financial difficulties, the
Company may experience significant delays in obtaining any recovery under the
derivative contract in a bankruptcy or other reorganization proceeding. The
Company may obtain only a limited recovery or may obtain no recovery in such
circumstances.

         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.


                            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, the Adviser provides the Company
with investment research and advice and furnishes the Company with an investment
program consistent with the Company's investment objective and policies, subject
to the supervision of the Board. The Adviser determines which portfolio
securities will be purchased or sold, arranges for the placing of orders for the
purchase or sale of portfolio securities, selects brokers or dealers to place
those orders, maintains books and records with respect to the Company's
securities transactions and reports 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. 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 March 31, 2004, the
Adviser had approximately $__ million of client

                                       33
<PAGE>

assets under management. Affiliates of the Adviser have an additional $___
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 advising growth
companies with respect to 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.

         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 $___ billion of client
assets under management as of March 31, 2004. 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 $___ billion in assets under management as of March 31,
2004. 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 has limited independent resources. Accordingly, the Adviser
has relied to a significant degree on the officers, employees, and resources of
certain affiliated entities. Three of the five members of the investment
committee of the Adviser are affiliates of, but not employees of, the Adviser.
Each member of the investment committee 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 limited experience managing a registered investment company.

         The investment management of the Company's portfolio is 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

                                       34
<PAGE>

         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 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 pays 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 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.

         The Company bears all expenses not specifically assumed by the Adviser
incurred in the Company's operations and will bear the expenses of the offering
of its MMP Shares. Expenses borne by the Company include, but are not limited
to, the following: (1) expenses of maintaining the Company and continuing its
existence, (2) registration of the Company under the 1940 Act, (3) 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

                                       35
<PAGE>

behalf of the Company, (4) auditing, accounting and legal expenses, (5) taxes
and interest, (6) governmental fees, (7) 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, (8)
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, (9) expenses of reports and notices to
shareholders and of meetings of shareholders and proxy solicitations therefor,
(10) expenses of reports to governmental officers and commissions, (11)
insurance expenses, (12) association membership dues, (13) 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), (14) fees, expenses and disbursements of transfer agents,
dividend paying agents, shareholder servicing agents and registrars for all
services to the Company, (15) compensation and expenses of directors of the
Company who are not members of the Adviser's organization, (16) pricing and
valuation services employed by the Company, (17) all expenses incurred in
connection with leveraging of the Company's assets through a line of credit, or
issuing and maintaining preferred shares, (18) all expenses incurred in
connection with the organization of the Company and the initial public offering
of Company Shares, and (19) 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.


                            RATING AGENCY GUIDELINES

         The Ratings Agencies impose asset coverage requirements, may limit the
Company's ability to engage in certain types of transactions and may limit the
Company's ability to take certain actions without confirming that such action
will not impair the ratings.

         The Company may, but is not required to, adopt any modifications to the
guidelines that may hereafter be established by any Rating Agency. Failure to
adopt any modifications, however, may result in a change in the ratings
described above or a withdrawal of ratings altogether. In addition, any Rating
Agency may, at any time, change or withdraw any rating. The Board may, without
shareholder approval, amend, alter or repeal certain of the definitions and
related provisions which have been adopted by the Company pursuant to the Rating
Agency Guidelines only in the event the Company receives written confirmation
from the Rating Agency or Agencies that any amendment, alteration or repeal
would not impair the ratings then assigned to the MMP Shares.

         The Company is required to satisfy two separate asset maintenance
requirements in respect of the MMP Shares: (1) the Company must maintain assets
in its portfolio that have a value, discounted in accordance with guidelines set
forth by each Rating Agency, at least equal to the aggregate liquidation
preference of the MMP Shares plus specified liabilities, payment obligations and
other amounts; and (2) the Company must satisfy the 1940 Act MMP Shares Asset
Coverage requirements.

         MMP Shares Basic Maintenance Amount. The Company must maintain, as of
each Valuation Date on which MMP Shares are outstanding, Eligible Assets having
an aggregate Discounted Value at least equal to the MMP Shares Basic Maintenance
Amount, which is calculated separately for each Rating Agency that is then
rating the MMP Shares and so requires. If the Company fails to maintain Eligible
Assets having an aggregated Discounted Value at least equal to the MMP Shares
Basic Maintenance Amount as of any Valuation Date and such failure is not cured
on or before the related Asset Coverage Cure Date, the Company will be required
in certain circumstances to redeem certain of the shares of MMP Shares. See
"--Redemption--Mandatory Redemption."

                                       36
<PAGE>

         The "MMP Shares Basic Maintenance Amount" as of any Valuation Date
currently is defined as the dollar amount equal to:

                  (1) the sum of (A) the sum of products resulting from
         multiplying the number of outstanding MMP Shares on such date by the
         applicable liquidation preference (and redemption premium, if any) per
         share; (B) the aggregate amount of dividends that will have accumulated
         at the Applicable Rate (whether or not earned or declared) to and
         including the first Dividend Payment Date for each outstanding MMP
         Share that follows such Valuation Date (or to the 30th day after such
         Valuation Date, if such 30th day occurs before the first following
         Dividend Payment Date); (C) the amount of anticipated Company
         non-interest expenses for the 90 days subsequent to such Valuation
         Date; (D) the amount of the current outstanding balances of any
         indebtedness which is senior to the MMP Shares plus interest actually
         accrued together with 30 days additional interest on the current
         outstanding balances calculated at the current rate; and (E) any
         current liabilities, payable during the 30 days subsequent to such
         Valuation Date, including, without limitation, indebtedness due within
         one year and any redemption premium due with respect to preferred
         shares for which a Notice of Redemption has been given, as of such
         Valuation Date, to the extent not reflected in any of (1)(A) through
         (1)(D); less

                  (2) the sum of any cash plus the value of any of the Company's
         assets irrevocably deposited by the Company for the payment of any
         obligation described in (1)(B) through (1)(E) ("value," for purposes of
         this clause (2), means the Discounted Value of the security, except
         that if the security matures prior to the relevant redemption payment
         date and is either fully guaranteed by the U.S. Government or is rated
         at least P-1 by Moody's, it will be valued at its face value).

Each Rating Agency may amend the definition of "MMP Shares Basic Maintenance
Amount" from time to time.

         The Market Value of the Company's portfolio securities (used in
calculating the Discounted Value of Eligible Assets) is calculated in the same
manner as the Company calculates its net asset value. See "Net Asset Value" in
the Statement of Additional Information.

         Each Rating Agency's Discount Factors, the criteria used to determine
whether the assets held in the Company's portfolio are Eligible Assets, and the
guidelines for determining the Discounted Value of the Company's portfolio
holdings for purposes of determining compliance with the MMP Shares Basic
Maintenance Amount are based on Rating Agency Guidelines established in
connection with rating the MMP Shares. The Discount Factor relating to any asset
of the Company, the MMP Shares Basic Maintenance Amount, the assets eligible for
inclusion in the calculation of the Discounted Value of the Company's portfolio
and certain definitions and methods of calculation relating thereto may be
changed from time to time by the applicable Rating Agency, without the approval
of the Company, Board of Directors or shareholders.

         A Rating Agency's Guidelines will apply to MMP Shares only so long as
that Rating Agency is rating such shares. The Company will pay certain fees to
Moody's, Fitch and any Other Rating Agency that may provide a rating for the MMP
Shares. The ratings assigned to MMP Shares are not recommendations to buy, sell
or hold MMP Shares. Such ratings may be subject to revision or withdrawal by the
assigning Rating Agency at any time.

         1940 Act MMP Shares Asset Coverage. The Company is also required to
maintain, with respect to MMP Shares, as of the last Business Day on any month
in which any MMP Share is outstanding, asset coverage of at least 200% (or such
other percentage as may in the future be specified in or under the 1940 Act as
the minimum asset coverage for senior securities representing shares of a
closed-end investment


                                       37
<PAGE>

company as a condition of declaring dividends on its common shares) ("1940 Act
MMP Shares Asset Coverage"). If the Company fails to maintain the 1940 Act MMP
Shares Asset Coverage as of the last Business Day of any month and such failure
is not cured as of the related Asset Coverage Cure Date, the Company will be
required to redeem certain shares of MMP Shares. See "--Redemption--Mandatory
Redemption."

         The Company estimates that based on the composition of its portfolio as
of ________, 2004, assuming the issuance of all MMP Shares offered hereby and
giving effect to the deduction of underwriting discounts and commissions and
estimated offering costs related thereto estimated at $___________, the 1940 Act
MMP Shares Asset Coverage would be:

           Value of Company assets less liabilities
              not representing senior securities             $
       ------------------------------------------------   =  -------  =  ----%
       Senior securities representing indebtedness plus      $
        aggregate liquidation preference of MMP Shares


         Notices. Under the current Rating Agency Guidelines, after the Original
Issue Date and in certain other circumstances, the Company is required to
deliver to any Rating Agency which is then rating the MMP Shares (1) a
certificate with respect to the calculation of the MMP Shares Basic Maintenance
Amount; (2) a certificate with respect to the calculation of the 1940 Act MMP
Shares Asset Coverage and the value of the portfolio holdings of the Company;
and (3) a letter prepared by the Company's independent accountants regarding the
accuracy of such calculations.

         Notwithstanding anything herein to the contrary, the Rating Agency
Guidelines, as they may be amended from time to time by the respective Rating
Agency will be reflected in a written document and may be amended by the
respective Rating Agency without the vote, consent or approval of the Company,
the Board of Directors and any holder of shares of preferred shares, including
any MMP Shares, or any other shareholder of the Company.

         A copy of the current Rating Agency Guidelines will be provided to any
holder of MMP Shares promptly upon request made by such holder to the Company by
writing the Company at 10801 Mastin Boulevard, Suite 222, Overland Park, Kansas
66210.


             DESCRIPTION OF MONEY MARKET CUMULATIVE PREFERRED SHARES

         The following is a brief description of the terms of MMP Shares. This
description does not purport to be complete and is subject to and qualified in
its entirety by reference to the more detailed description of Money Market
Cumulative Preferred Shares in the Articles Supplementary, a form of which is
attached as Appendix A to the Statement of Additional Information. Capitalized
terms not otherwise defined in the prospectus shall have the same meaning as
defined in the Articles Supplementary.

GENERAL

         The Company's charter authorizes the issuance of up to 10,000,000
shares of preferred stock, par value $0.001 per share, with preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications and terms and conditions of
redemption as determined by the Board of Directors without the approval of
common shareholders. The Articles Supplementary currently authorize the issuance
of up to ____ MMP Shares. The MMP Shares have a liquidation preference of
$25,000 per share, plus all accumulated but unpaid dividends (whether or not

                                       38
<PAGE>


earned or declared) to the date of final distribution. The MMP Shares when
issued and sold through this Offering (1) will be fully paid and, subject to
matters discussed in "Certain Provisions in the Company's Charter and Bylaws,"
non-assessable, (2) will not be convertible into shares of common stock or other
stock of the Company, (3) will have no preemptive rights, and (4) will not be
subject to any sinking fund. The MMP Shares will be subject to optional and
mandatory redemption as described below under "--Redemption."

         Holders of MMP Shares will not receive certificates representing their
ownership interest in such shares. DTC will initially act as Securities
Depository for the Agent Members with respect to the MMP Shares.

         In addition to serving as the Auction Agent in connection with the
Auction Procedures described below, the Auction Agent will act as the transfer
agent, registrar, and paying agent for the MMP Shares. Furthermore, the Auction
Agent will send notices to holders of MMP Shares of any meeting at which holders
of MMP Shares have the right to vote. See "--Voting Rights" below. However, the
Auction Agent generally will serve merely as the agent of the Company, acting in
accordance with the Company's instructions.

         Except in an Auction, the Company will have the right (to the extent
permitted by applicable law) to purchase or otherwise acquire any MMP Share, so
long as the Company is current in the payment of dividends on the MMP Shares and
on any other capital shares of the Company ranking on a parity with the MMP
Shares with respect to the payment of dividends or upon liquidation.

DIVIDENDS AND DIVIDEND PERIODS

         General. Holders of MMP Shares will be entitled to receive, when, as
and if authorized by the Board of Directors and declared by the Company, out of
funds legally available therefor, cumulative cash dividends on their shares, at
the Applicable Rate determined as set forth below under "--Determination of
Dividend Rate," payable on the respective dates set forth below. Dividends so
declared and payable shall be paid to the extent permitted under Maryland law
and to the extent available and in preference to and priority over any
distribution declared and payable on the common shares. Dividends shall be
payable from the Company's earnings and profits. Because of the Company's
emphasis on investments in MLPs, there is a possibility in unusual circumstances
that earnings and profits would not be sufficient to pay dividends on MMP
Shares. In such a case, dividends would be paid from cash flow in excess of
earnings and profits and would be treated as return of capital.

         On the Business Day next preceding each Dividend Payment Date, the
Company is required to deposit with the Paying Agent sufficient funds for the
payment of dividends. The Company does not intend to establish any reserves for
the payment of dividends.

         All moneys paid to the Paying Agent for the payment of dividends shall
be held in trust for the payment of such dividends to the Holders. Each dividend
will be paid by the Paying Agent to the Holders as their names appear on the
share ledger

                                       39
<PAGE>

or share records of the Company, which Holder is expected to be the nominee of
the Securities Depository. The Securities Depository will credit the accounts of
the Agent Members of the beneficial owners in accordance with the Securities
Depository's normal procedures. The Securities Depository's current procedures
provide for it to distribute dividends in same-day funds to Agent Members who
are in turn expected to distribute such dividends to the persons for whom they
are acting as agents. The Agent Member of a beneficial owner will be responsible
for holding or disbursing such payments on the applicable Dividend Payment Date
to such beneficial owner in accordance with the instructions of such beneficial
owner.

         Dividends in arrears for any past Dividend Period may be declared and
paid at any time, without reference to any regular Dividend Payment Date, to the
Holders as their names appear on the share ledger or share records of the
Company on such date, not exceeding 15 days preceding the payment date thereof,
as may be fixed by the Board of Directors. Any dividend payment shall first be
credited against the earliest accumulated but unpaid dividends. No interest will
be payable in respect of any dividend payment or payments which may be in
arrears. See "--Default Period" below.

         The amount of dividends per share payable (if declared) on each
Dividend Payment Date of each Dividend Period of less than one year (or in
respect of dividends on another date in connection with a redemption during such
Dividend Period) shall be computed by multiplying the Applicable Rate (or the
Default Rate) for such Dividend Period (or a portion thereof) by a fraction, the
numerator of which will be the number of days in such Dividend Period (or
portion thereof) that such share was outstanding and for which the Applicable
Rate or the Default Rate was applicable and the denominator of which will be
365, multiplying the amount so obtained by amount of liquidity preference per
share, and rounding the amount so obtained to the nearest cent. During any
Dividend Period of one year or more, the amount of dividends per share payable
on any Dividend Payment Date (or in respect of dividends on another date in
connection with a redemption during such Dividend Period) shall be computed as
described in the preceding sentence, except that it will be determined on the
basis of a year consisting of twelve 30-day months.

         Determination of Dividend Rate. The dividend rate for the initial
Dividend Period (i.e., the period from and including the Original Issue Date to
and including the initial Auction Date) and the initial Auction Date are set
forth on the cover page of the prospectus. For each subsequent Dividend Period,
subject to certain exceptions, the dividend rate will be the Applicable Rate
that the Auction Agent advises the Company has resulted from an Auction.

         The initial Dividend Period for the MMP Shares shall be ___ days.
Dividend Periods after the initial Dividend Period shall either be Standard
Dividend Periods or, subject to certain conditions and with notice to Holders,
Special Dividend Periods.

         A Special Dividend Period will not be effective unless Sufficient
Clearing Bids exist at the Auction in respect of such Special Dividend Period
(that is, in general, the number of shares subject to Buy Orders by Potential
Holders is at least equal to the number of shares subject to Sell Orders by
Existing Holders).

         Dividends will accumulate at the Applicable Rate from the Original
Issue Date and shall be payable on each subsequent Dividend Payment Date. For
Dividend Periods of less than 30 days, Dividend Payment Dates shall occur on the
first Business Day following the last day of such Dividend Period and, if
greater than 30 days, then on a monthly basis on the first Business Day of each
month within such Dividend Period and on the Business Day following the last day
of such Dividend Period. Dividends will be paid through the Securities
Depository on each Dividend Payment Date.

         Except during a Default Period as described below, the Applicable Rate
resulting from an Auction will not be greater than the Maximum Rate, which is
equal to the Applicable Percentage of the Reference Rate, in each case subject
to upward but not downward adjustment in the discretion of the Board of
Directors after consultation with the Broker-Dealers, provided that immediately
following any such increase the Company would be in compliance with the MMP
Shares Basic Maintenance Amount. The Reference Rate is the greater of (1) the
applicable AA Composite Commercial Paper Rate (for a Dividend Period of fewer
than 184 days or the applicable Treasury Index Rate (for a Dividend Period of
184 days or more), or (2) the applicable LIBOR Rate. For Standard Dividend
Periods or less only, the Applicable Rate resulting from an Auction will not be
less than the Minimum Rate, which is 70% of the applicable AA Composite
Commercial Paper Rate. No minimum rate is specified for Auctions with respect to
Dividend Periods of more than the Standard Dividend Period.

                                       40
<PAGE>

         The Maximum Rate for the MMP Shares will apply automatically following
an Auction for such shares in which Sufficient Clearing Bids have not been made
(other than because all shares of MMP Shares were subject to Submitted Hold
Orders). The No Auction Rate shall apply following the failure to hold an
Auction for any reason on the Auction Date scheduled to occur (except for
circumstances in which the Dividend Rate is the Default Rate, as described
below).

         The All Hold Rate will apply automatically following an Auction in
which all of the outstanding shares are subject to (or are deemed to be subject
to) Submitted Hold Orders. The All Hold Rate is 80% of the applicable AA
Composite Commercial Paper Rate.

         Prior to each Auction, Broker-Dealers will notify Holders of the term
of the next succeeding Dividend Period as soon as practicable after the
Broker-Dealers have been so advised by the Company. After each Auction, on the
Auction Date, Broker-Dealers will notify Holders of the Applicable Rate for the
next succeeding Dividend Period and of the Auction Date of the next succeeding
Auction.

         Designation of Dividend Period. The Company will designate the duration
of Dividend Periods of MMP Shares; provided, however, that no such designation
is necessary for a Standard Dividend Period and that any designation of a
Special Dividend Period shall be effective only if (1) notice thereof shall have
been given as provided herein, (2) any failure to pay in the timely manner to
the Auction Agent the full amount of any dividend on, or the redemption price
of, MMP Shares shall have been cured as set forth under "--Default Period," (3)
Sufficient Clearing Bids shall have existed in an Auction held on the Auction
Date immediately preceding the first day of such proposed Special Dividend
Period, (4) if the Company shall have mailed a notice of redemption with respect
to any shares, as described under "--Redemption" below, the Redemption Price
with respect to such shares shall have been deposited with the Paying Agent, and
(5) in the case of the designation of a Special Dividend Period, the Company has
confirmed that, as of the Auction Date next preceding the first day of such
Special Dividend Period, it has Eligible Assets with an aggregate Discounted
Value at least equal to the MMP Shares Basic Maintenance Amount (as defined
above) and has consulted with the Broker-Dealers and has provided notice and
otherwise complied with any Rating Agency Guidelines.

         If the Company proposes to designate any Special Dividend Period, not
fewer than seven (or two Business Days in the event the duration of the Dividend
Period prior to such Special Dividend Period is fewer than eight days) nor more
than 30 Business Days prior to the first day of such Special Dividend Period,
notice shall be (1) made by press release and (2) communicated by the Company by
telephonic or other means to the Auction Agent and confirmed in writing promptly
thereafter. Each such notice shall state (A) that the Company proposes to
exercise its option to designate a succeeding Special Dividend Period,
specifying the first and last days thereof and (B) that the Company will, by
3:00 p.m. New York City time, on the second Business Day next preceding the
first day of such Special Dividend Period, notify the Auction Agent, who will
promptly notify the Broker-Dealers, of either (x) its determination, subject to
certain conditions, to proceed with such Special Dividend Period, subject to the
terms of any Specific Redemption Provisions, or (y) its determination not to
proceed with such Special Dividend Period in which latter event the succeeding
Dividend Period shall be a Standard Dividend Period.

         No later than 3:00 p.m., New York City time, on the second Business Day
next preceding the first day of any proposed Special Dividend Period, the
Company shall deliver to the Auction Agent, who will promptly deliver to the
Broker-Dealers and Existing Holders, either:

                  (1) a notice stating (A) that the Company has determined to
         designate the next succeeding Dividend Period as a Special Dividend
         Period, specifying the first and last days thereof and (B) the terms of
         any Specific Redemption Provisions; or

                                       41
<PAGE>

                  (2) a notice stating that the Company has determined not to
         exercise its option to designate a Special Dividend Period.

If the Company fails to deliver either such notice with respect to any
designation of any proposed Special Dividend Period to the Auction Agent or is
unable to make the confirmation described above by 3:00 p.m., New York City
time, on the second Business Day next preceding the first day of such proposed
Special Dividend Period, the Company shall be deemed to have delivered a notice
to the Auction Agent with respect to such Dividend Period to the effect set
forth in clause (2) above, thereby resulting in a Standard Dividend Period.

         Default Period. Subject to cure provisions, a "Default Period" will
commence on any date the Company fails to deposit irrevocably in trust in
same-day funds, with the Paying Agent by 12:00 noon, New York City time, (A) the
full amount of any declared dividend payable on the Dividend Payment Date (a
"Dividend Default") or (B) the full amount of any redemption price (the
"Redemption Price") payable on the date fixed for redemption (the "Redemption
Date") (a "Redemption Default", and together with a Dividend Default,
hereinafter referred to as "Default"). Subject to cure provisions, a Default
Period with respect to a Dividend Default or a Redemption Default shall end on
the Business Day on which, by 12:00 noon, New York City time, all unpaid
dividends and any unpaid Redemption Price shall have been deposited irrevocably
in trust in same-day funds with the Paying Agent. In the case of a Dividend
Default, the Applicable Rate for each Dividend Period commencing during a
Default Period will be equal to the Default Rate, and each subsequent Dividend
Period commencing after the beginning of a Default Period shall be a Standard
Dividend Period; provided, however, that the commencement of a Default Period
will not by itself cause the commencement of a new Dividend Period. No Auction
shall be held during a Default Period. No Default Period with respect to a
Dividend Default or Redemption Default shall be deemed to commence if the amount
of any dividend or any Redemption Price due (if such default is not solely due
to the willful failure of the Company) is deposited irrevocably in trust, in
same-day funds with the Paying Agent by 12:00 noon, New York City time within
three Business Days after the applicable Dividend Payment Date or Redemption
Date, together with an amount equal to the Default Rate applied to the amount of
such non-payment based on the actual number of days comprising such period
divided by 360. The Default Rate shall be equal to the Reference Rate multiplied
by three.

RESTRICTIONS ON DIVIDEND, REDEMPTION AND OTHER PAYMENTS

         Under the 1940 Act, the Company may not (i) declare any dividend with
respect to preferred stock, including MMP Shares, if, at the time of such
declaration (and after giving effect thereto), asset coverage with respect to
the Tortoise Notes or any other Borrowings of the Company that are senior
securities representing indebtedness (as defined in the 1940 Act), would be less
than 200% (or such other percentage as may in the future be specified in or
under the 1940 Act as the minimum asset coverage for senior securities
representing indebtedness of a closed-end investment company as a condition of
declaring dividends on its preferred shares) or (ii) declare any other
distribution on preferred stock, including MMP Shares, or purchase or redeem
preferred stock if at the time of the declaration (and after giving effect
thereto), asset coverage with respect to the Tortoise Notes or any other such
Borrowings that are senior securities representing indebtedness would be less
than 300% (or such other percentage as may in the future be specified in or
under the 1940 Act as the minimum asset coverage for senior securities
representing indebtedness of a closed-end investment company as a condition of
declaring distributions, purchases or redemptions of its shares of beneficial
interest).

         "Senior securities representing indebtedness" generally means any bond,
debenture, note or similar obligation or instrument constituting a security
(other than stock) and evidencing indebtedness and includes the Company's
obligations under its outstanding Tortoise Notes. For purposes of determining
asset coverage for senior securities representing indebtedness in connection
with the payment of

                                       42
<PAGE>

dividends or other distributions on or purchases or redemptions of stock, the
term "senior security" does not include any promissory note or other evidence of
indebtedness issued in consideration of any loan, extension or renewal thereof,
made by a bank or other person and privately arranged, and not intended to be
publicly distributed. The term "senior security" also does not include any such
promissory note or other evidence of indebtedness in any case where such a loan
is for temporary purposes only and in an amount not exceeding 5% of the value of
the total assets of the Company at the time the loan is made; a loan is presumed
under the 1940 Act to be for temporary purposes if it is repaid within 60 days
and is not extended or renewed; otherwise it is presumed not to be for temporary
purposes. For purposes of determining whether the 200% and 300% asset coverage
requirements described above apply in connection with dividends or distributions
on or purchases or redemptions of MMP Shares, such asset coverages may be
calculated on the basis of values calculated as of a time within 48 hours (not
including Sundays or holidays) next preceding the time of the applicable
determination.

         In addition, a declaration of a dividend or other distribution on or
purchase or redemption of MMP Shares may be prohibited (1) at any time that an
event of default under any Borrowing has occurred and is continuing; (2) if,
after giving effect to such declaration, the Company would not have eligible
portfolio holdings with an aggregated discounted value at least equal to any
asset coverage requirements associated with such Borrowings; or (3) the Company
has not redeemed the full amount of Borrowings, if any, required to be redeemed
by any provision for mandatory redemption.

         Upon failure to pay dividends for two years or more, the holders of MMP
Shares will acquire certain additional voting rights. See "--Voting Rights"
below. Such rights shall be the exclusive remedy of the holders of MMP Shares
upon any failure to pay dividends on MMP Shares.

         For so long as any MMP Shares are outstanding, except as contemplated
by the Articles Supplementary, the Company will not declare, pay or set apart
for payment any dividend or other distribution (other than a dividend or
distribution paid in shares of, or options, warrants or rights to subscribe for
or purchase, common shares or other shares of stock, if any, ranking junior to
MMP Shares as to dividends or upon liquidation) with respect to common shares or
any other shares of the Company ranking junior to or on a parity with MMP Shares
as to dividends or upon liquidation, or call for redemption, redeem, purchase or
otherwise acquire for consideration any common shares or any other such junior
shares (except by conversion into or exchange for shares of the Company ranking
junior to MMP Shares as to dividends and upon liquidation) or any such parity
shares (except by conversion into or exchange for shares of the Company ranking
junior to or on a parity with MMP Shares as to dividends and upon liquidation),
unless (1) immediately after such transaction, the Company would have Eligible
Assets with an aggregate Discounted Value at least equal to the MMP Shares Basic
Maintenance Amount and the Company would maintain the 1940 Act MMP Shares Asset
Coverage (see "--Asset Maintenance"); (2) full cumulative dividends on MMP
Shares due on or prior to the date of the transaction have been declared and
paid; and (3) the Company has redeemed the full number of MMP Shares required to
be redeemed by any provision for mandatory redemption contained in the Articles
Supplementary (see "--Redemption").

REDEMPTION

         Optional Redemption. To the extent permitted under the 1940 Act and
Maryland law, the Company at its option may redeem MMP Shares having a Dividend
Period of one year or less, in whole

                                       43
<PAGE>

or in part, out of funds legally available therefor, on the Dividend Payment
Date upon not less than 15 days' and not more than 40 days' prior notice. The
optional redemption price per share shall be $25,000 per share, plus an amount
equal to accumulated but unpaid dividends thereon (whether or not earned or
declared) to the date fixed for redemption. MMP Shares having a Dividend Period
of more than one year are redeemable at the option of the Company, in whole or
in part, out of funds legally available therefor, prior to the end of the
relevant Dividend Period, subject to any Specific Redemption Provisions, which
may include the payment of redemption premiums. The Company shall not effect any
optional redemption unless after giving effect thereto (1) the Company has
available certain Deposit Securities with maturity or tender dates not later
than the day preceding the applicable redemption date and having a value not
less than the amount (including any applicable premium) due to Holders of MMP
Shares by reason of the redemption of MMP Shares on such date fixed for the
redemption and (2) the Company would have Eligible Assets with an aggregate
Discounted Value at least equal to the MMP Shares Basic Maintenance Amount.

         The Company also reserves the right to repurchase MMP Shares in market
or other transactions from time to time in accordance with applicable law and at
a price that may be more or less than the liquidation preference of the MMP
Shares, but is under no obligation to do so.

         Mandatory Redemption. If the Company fails to maintain Eligible Assets
with an aggregate Discounted Value at least equal to the MMP Shares Basic
Maintenance Amount as of any Valuation Date or the 1940 Act MMP Shares Asset
Coverage as of the last Business Day of any month, and such failure is not cured
within ten Business Days following such Valuation Date in the case of a failure
to maintain the MMP Shares Basic Maintenance Amount or by the last Business Day
of the following month in the case of a failure to maintain the 1940 Act MMP
Shares Asset Coverage (each an "Asset Coverage Cure Date"), the MMP Shares will
be subject to mandatory redemption out of funds legally available therefor. See
"--Asset Maintenance." The number of MMP Shares to be redeemed in such
circumstances will be equal to the lesser of (1) the minimum number of MMP
Shares the redemption of which, if deemed to have occurred immediately prior to
the opening of business on the relevant Asset Coverage Cure Date, would result
in the Company having sufficient Eligible Assets to restore the MMP Shares Basic
Maintenance Amount or sufficient to satisfy the 1940 Act MMP Shares Asset
Coverage, as the case may be, in either case as of the relevant Asset Coverage
Cure Date (provided that, if there is no such minimum number of shares the
redemption of which would have such result, all MMP Shares then outstanding will
be redeemed), and (2) the maximum number of MMP Shares that can be redeemed out
of funds expected to be available therefor on the Mandatory Redemption Date (as
defined below) at the Mandatory Redemption Price (as defined below).

         The Company shall allocate the number of shares required to be redeemed
to satisfy the MMP Shares Basic Maintenance Amount or the 1940 Act MMP Shares
Asset Coverage, as the case may be, pro rata among the Holders of MMP Shares in
proportion to the number of shares they hold, by lot or by such other method as
the Company shall deem fair and equitable, subject to any mandatory redemption
provisions.

         The Company is required to effect such a mandatory redemption not later
than 40 days after the Asset Coverage Cure Date (the "Mandatory Redemption
Date"), except that if the Company does not have funds legally available for the
redemption of, or is not otherwise legally permitted to redeem, all of the
required number of MMP Shares that are subject to mandatory redemption, or the
Company otherwise is unable to effect such redemption on or prior to such
Mandatory Redemption Date, the Company will redeem those MMP Shares on the
earliest practicable date on which the Company will have such funds available,
upon notice to record owners of shares of MMP Shares and the Paying Agent. The
Company's ability to make a mandatory redemption may be limited by the
provisions of the 1940 Act or Maryland law.

                                       44
<PAGE>

         The redemption price per share in the event of any mandatory redemption
will be $25,000 per share, plus an amount equal to accumulated but unpaid
dividends (whether or not earned or declared) to the date fixed for redemption,
plus (in the case of a Dividend Period of more than one year only) a redemption
premium, if any, determined by the Board of Directors after consultation with
the Broker-Dealers and set forth in any applicable Specific Redemption
Provisions (the "Mandatory Redemption Price").

         Redemption Procedure. Pursuant to Rule 23c-2 under the 1940 Act, the
Company will file a notice of its intention to redeem with the SEC so as to
provide at least the minimum notice required by such Rule or any successor
provision (notice currently must be filed with the SEC generally at least 30
days prior to the redemption date). The Company shall deliver a notice of
redemption to the Auction Agent containing the information described below one
Business Day prior to the giving of notice to Holders in the case of an optional
redemption and on or prior to the 30th day preceding the Mandatory Redemption
Date in the case of a mandatory redemption. The Auction Agent will use its
reasonable efforts to provide notice to each holder of MMP Shares called for
redemption by electronic means not later than the close of business on the
Business Day immediately following the day on which the Auction Agent
determines the shares to be redeemed (or, during a Default Period with respect
to such shares, not later than the close of business on the Business Day
immediately following the day on which the Auction Agent receives notice of
redemption from the Company). Such notice will be confirmed promptly in writing
not later than the close of business on the third Business Day preceding the
redemption date by providing the notice to each holder of shares of MMP Shares
called for redemption, the Paying Agent (if different from the Auction Agent)
and the Securities Depository ("Notice of Redemption"). Notice of Redemption
will be addressed to the registered owners of the MMP Shares at their addresses
appearing on the share records of the Company. Such notice will set forth (1)
the redemption date, (2) the number and identity of MMP Shares to be redeemed,
(3) the redemption price (specifying the amount of accumulated dividends to be
included therein), (4) that dividends on the shares to be redeemed will cease to
accumulate on such redemption date, and (5) the provision under which redemption
shall be made. No defect in the Notice of Redemption or in the transmittal or
mailing thereof will affect the validity of the redemption proceedings, except
as required by applicable law.

         If fewer than all of the shares of MMP Shares are redeemed on any
date, the shares to be redeemed on such date will be selected by the Company on
a pro rata basis in proportion to the number of shares held by such holders, by
lot or by such other method as is determined by the Company to be fair and
equitable, subject to the terms of any Specific Redemption Provisions. MMP
Shares may be subject to mandatory redemption notwithstanding the terms of any
Specific Redemption Provisions. The Auction Agent will give notice to the
Securities Depository, whose nominee will be the record holder of all of the MMP
Shares, and the Securities Depository will determine the number of shares to be
redeemed from the account of the Agent Member of each beneficial owner. Each
Agent Member will determine the number of shares to be redeemed from the account
of each beneficial owner for which it acts as agent. An Agent Member may select
for redemption shares from the accounts of some beneficial owners without
selecting for redemption any shares from the accounts of other beneficial
owners. Notwithstanding the foregoing, if neither the Securities Depository nor
its nominee is the record holder of all of the shares, the particular shares to
be redeemed shall be selected by the Company by lot, on a pro rata basis or by
such other method as the Company shall deem fair and equitable, as contemplated
above.

         If Notice of Redemption has been given, then upon the deposit of funds
sufficient to effect such redemption, dividends on such shares should cease to
accumulate and such shares should be no longer deemed to be outstanding for any
purpose and all rights of the owners of the shares so called for redemption will
cease and terminate, except the right of the owners of such shares to receive
the redemption price, but without any interest or additional amount. The Company
shall be entitled to receive from the Paying Agent, promptly after the date
fixed for redemption, any cash deposited with the Paying Agent in excess of (1)
the aggregate redemption price of the MMP Shares called for redemption on such

                                       45
<PAGE>

date and (2) such other amounts, if any, to which holders of MMP Shares called
for redemption may be entitled. The Company will be entitled to receive, from
time to time, from the Paying Agent the interest, if any, earned on such funds
deposited with the Paying Agent and the owners of shares so redeemed will have
no claim to any such interest. Any funds so deposited that are unclaimed two
years after such redemption date will be paid, to the extent permitted by law,
by the Paying Agent to the Company upon its request. Subsequent to such payment,
holders of MMP Shares called for redemption may look only to the Company for
payment.

         So long as any MMP Shares are held of record by the nominee of the
Securities Depository, the redemption price for such shares will be paid on the
redemption date to the nominee of the Securities Depository. The Securities
Depository's normal procedures provide for it to distribute the amount of the
redemption price to Agent Members who, in turn, are expected to distribute such
funds to the persons for whom they are acting as agent.

         Notwithstanding the provisions for redemption described above, no MMP
Shares may be redeemed unless all dividends in arrears on the outstanding MMP
Shares, and all shares of the Company ranking on a parity with the MMP Shares
with respect to the payment of dividends or upon liquidation, have been or are
being contemporaneously paid or set aside for payment, except in connection with
the liquidation of the Company in which case all MMP Shares and all shares
ranking in parity with the MMP Shares must receive proportionate amounts and
that the foregoing shall not prevent the purchase or acquisition of all the
outstanding MMP Shares pursuant to the successful completion of an otherwise
lawful purchase or exchange offer made on the same terms to, and accepted by,
holders of all outstanding MMP Shares.

         Except for the provisions described above, nothing contained in the
Articles Supplementary limits any legal right of the Company to purchase or
otherwise acquire any MMP Shares outside of an Auction at any price, whether
higher or lower than the price that would be paid in connection with an optional
or mandatory redemption, so long as, at the time of any such purchase, there is
no arrearage in the payment of dividends on, or the mandatory or optional
redemption price with respect to, any MMP Shares for which Notice of Redemption
has been given and the Company is in compliance with the 1940 Act MMP Shares
Asset Coverage and has Eligible Assets with an aggregate Discounted Value at
least equal to the MMP Shares Basic Maintenance Amount after giving effect to
such purchase or acquisition on the date thereof. Any shares which are
purchased, redeemed or otherwise acquired by the Company shall be returned to
the status of authorized but unissued shares, without further designation as to
series. If fewer than all the outstanding MMP Shares are redeemed or otherwise
acquired by the Company, the Company shall give notice of such transaction to
the Auction Agent, in accordance with the procedures agreed upon by the Board of
Directors.

LIQUIDATION RIGHTS

         In the event of a liquidation, dissolution or winding up of the affairs
of the Company, whether voluntary or involuntary, the holders of MMP Shares then
outstanding and any other shares ranking on a parity with the MMP Shares then
outstanding, in preference to the holders of common shares, will be entitled to
payment out of the assets of the Company, or the proceeds thereof, available for
distribution to shareholders after satisfaction of claims of creditors of the
Company, including the holders of any outstanding Tortoise Notes, of a
liquidation preference in the amount equal to $25,000 per share of the MMP
Shares, plus an amount equal to accumulated dividends (whether or not earned or
declared but without interest) to the date of payment of such preference is made
in full or a sum sufficient for the payment thereof is set apart with the Paying
Agent. However, holders of MMP Shares will not be entitled to any premium to
which such holder might be entitled to receive upon certain redemptions of such
MMP


                                      46
<PAGE>

Shares. After payment of the full amount of such liquidating distribution, the
owners of the MMP Shares will not be entitled to any further participation in
any distribution of assets of the Company.

         If, upon any such liquidation, dissolution or winding up of the affairs
of the Company, whether voluntary or involuntary, the assets of the Company
available for distribution among the holders of all outstanding preferred
shares, including the MMP Shares, shall be insufficient to permit the payment in
full to such holders of the amounts to which they are entitled, then available
assets shall be distributed among the holders of all outstanding preferred
shares, including the MMP Shares, ratably in any such distribution of assets
according to the respective amounts which would be payable on all such shares if
all amounts thereon were paid in full. Upon the dissolution, liquidation or
winding up of the affairs of the Company, whether voluntary or involuntary,
until payment in full is made to the holders of MMP Shares of the liquidating
distribution to which they are entitled, (1) no dividend or other distribution
shall be made to the holders of common stock or any other class of stock of the
Company ranking junior to MMP Shares upon dissolution, liquidation or winding
up, and (2) no purchase, redemption or other acquisition for any consideration
by the Company shall be made in respect of common stock or any other class of
stock of the Company ranking junior to MMP Shares upon dissolution,
liquidation or winding up.

         A consolidation, reorganization or merger of the Company with or into
any company, or a sale, lease or exchange of all or substantially all of the
assets of the Company in consideration for the issuance of equity securities of
another company, shall not be deemed to be a liquidation, dissolution or winding
up of the Company.

VOTING RIGHTS

         Except as otherwise indicated in the Charter or Bylaws, or as otherwise
required by applicable law, holders of MMP Shares have one vote per share and
vote together with holders of common stock as a single class. Under applicable
rules of the NYSE, the Company is currently required to hold annual meetings of
shareholders.

         In connection with the election of the Board of Directors, the holders
of outstanding preferred stock, including MMP Shares, represented in person or
by proxy at said meeting, shall be entitled, as a class, to the exclusion of the
holders of all other securities and classes of stock to elect two directors of
the Company. The holders of outstanding common stock and preferred stock,
including MMP Shares, voting together as a single class, shall elect the balance
of the directors. Notwithstanding the foregoing, if (a) at the close of business
on any Dividend Payment Date, accumulated dividends (whether or not earned or
declared) on the preferred stock, including MMP Shares, equal to at least two
full years' dividends shall be due and unpaid; or (b) at any time holders of any
preferred stock, including MMP Shares, are entitled under the 1940 Act to elect
a majority of the directors of the Company, then the number of members
constituting the Board shall automatically be increased by the smallest number
that, when added to the two directors elected exclusively by the holders of
preferred stock, including MMP Shares, as described above, would constitute a
majority of the Board as so increased by such smallest number; and at a special
meeting of shareholders which will be called and held as soon as practicable,
and at all subsequent meetings at which directors are to be elected, the holders
of preferred stock, including MMP Shares, voting as a separate class, will be
entitled to elect the smallest number of additional directors that, together
with the two directors which such holders will be in any event entitled to
elect, constitutes a majority of the total number of directors of the Company as
so increased. The terms of office of the persons who are directors at the time
of that election will continue. If the Company thereafter shall pay, or declare
and set apart for payment, in full all dividends payable on all outstanding
preferred stock, including MMP Shares, for all past Dividend Periods, or the
Voting Period is otherwise terminated, the voting rights stated in the above
sentence shall cease, and the terms of office of all of the

                                       47
<PAGE>

additional directors elected by the holders of preferred stock, including MMP
Shares (but not of the directors with respect to whose election the holders of
common stock were entitled to vote or the two directors the holders of
preferred stock, including MMP Shares, have the right to elect in any event),
will terminate automatically. Any MMP Shares issued after the date hereof shall
vote with MMP Shares as a single class on the matters described above, and the
issuance of any other MMP Shares by the Company may reduce the voting power of
each MMP Share.

         The affirmative vote of the holders of a majority of the outstanding
preferred stock, including MMP Shares, determined with reference to a "majority
of outstanding voting securities" as the term is defined in Section 2(a)(42) of
the 1940 Act, voting as a separate class, is required to (1) amend, alter or
repeal any of the preferences, rights or powers of such class so as to affect
materially and adversely such preferences, rights or powers; (2) increase the
authorized number of preferred stock; (3) create, authorize or issue stock of
any class ranking senior to or in parity with the preferred stock with respect
to the payment of dividends or the distribution of assets, or any securities
convertible into, or warrants, options or similar rights to purchase, acquire or
receive, such shares ranking senior to or in parity with the preferred stock or
reclassify any authorized shares of stock of the Company into any stock ranking
senior to or on parity with the preferred stock (except that the Board of
Directors, without the vote or consent of the holders of preferred stock, may
from time to time authorize, create and classify, and the Company may from time
to time issue shares or series of preferred stock, including other series of MMP
Shares, ranking in parity with the MMP Shares with respect to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up of the affairs of the Company, and may authorize, reclassify and/or
issue any additional shares of MMP Shares, including shares previously purchased
or redeemed by the Company, subject to continuing compliance by the Company with
1940 Act MMP Shares Asset Coverage and MMP Shares Basic Maintenance Amount
requirements); (4) institute any proceedings to be adjudicated bankrupt or
insolvent, or consent to the institution of bankruptcy or insolvency proceedings
against it, or file a petition seeking or consenting to reorganization or relief
under any applicable federal or state law relating to bankruptcy or insolvency,
or consent to the appointment of a receiver, liquidator, assignee, director,
sequestrator (or other similar official) of the Company or a substantial part of
its property, or make any assignment for the benefit of creditors, or, except as
may be required by applicable law, admit in writing its inability to pay its
debts generally as they become due or take any corporate action in furtherance
of any such action; (5) create, incur or suffer to exist, or agree to create,
incur or suffer to exist, or consent to cause or permit in the future (upon the
happening of a contingency or otherwise) the creation, incurrence or existence
of any material lien, mortgage, pledge, charge, security interest, security
agreement, conditional sale or trust receipt or other material encumbrance of
any kind upon any of the Company's assets as a whole, except (A) liens the
validity of which are being contested in good faith by appropriate proceedings,
(B) liens for taxes that are not then due and payable or that can be paid
thereafter without penalty, (C) liens, pledges, charges, security interests,
security agreements or other encumbrances arising in connection with any
indebtedness senior to the MMP Shares, or arising in connection with any futures
contracts or options thereon, interest rate swap or cap transactions, forward
rate transactions, put or call options, or other similar transactions, (D)
liens, pledges, charges, security interests, security agreements or other
encumbrances arising in connection with any indebtedness permitted under clause
(6) below and (E) liens to secure payment for services rendered including,
without limitation, services rendered by the Company's custodian and the Auction
Agent; or (6) create, authorize, issue, incur or suffer to exist any
indebtedness for borrowed money or any direct or indirect guarantee of such
indebtedness for borrowed money or any direct or indirect guarantee of such
indebtedness, except the Company may borrow and issue senior securities as may
be permitted by the Company's investment restrictions; provided, however, that
transfers of assets by the Company subject to an obligation to repurchase shall
not be deemed to be indebtedness for purposes of this provision to the extent
that after any such transaction the Company has Eligible Assets with an
aggregate Discounted Value at least equal to the MMP Shares Basic Maintenance
Amount as of the immediately preceding Valuation Date.

                                       48
<PAGE>

         In addition, the affirmative vote of the holders of a majority of the
outstanding preferred stock, including MMP Shares, voting separately from any
other series, determined with reference to a "majority of outstanding voting
securities" as that term is defined in Section 2(a)(42) of the 1940 Act, shall
be required with respect to any matter that materially and adversely affects the
rights, preferences, or powers of such series in a manner different from that of
other series or classes of the Company's shares of stock. For purposes of the
foregoing, no matter shall be deemed to adversely affect any right, preference
or power unless such matter (1) alters or abolishes any preferential right of
such series; (2) creates, alters or abolishes any right in respect of redemption
of such series; or (3) creates or alters (other than to abolish) any restriction
on transfer applicable to such series.

         The foregoing voting provisions will not apply with respect to the MMP
Shares if, at or prior to the time when a vote is required, such shares have
been (1) redeemed or (2) called for redemption, and sufficient funds shall have
been deposited in trust to effect such redemption.

         The Board of Directors, without the vote or consent of any holder of
preferred stock, including MMP Shares, or any other shareholder of the Company,
may from time to time adopt, amend, alter or repeal any or all of any
definitions set forth in the Rating Agency Guidelines or add covenants and other
obligations of the Company or confirm the applicability of covenants and other
obligations set forth in the Rating Agency Guidelines in connection with
obtaining or maintaining the rating of any Rating Agency that is then rating the
MMP Shares and any such adoption, amendment, alteration or repeal will not be
deemed to affect the preferences, rights or powers of MMP Shares or the holders
thereof, provided the Board of Directors receives written confirmation from such
Rating Agency (such confirmation in no event being required to be obtained from
a particular Rating Agency with respect to definitions or other provisions
relevant only to another Rating Agency's rating) that any such amendment,
alteration or repeal would not adversely affect the rating then assigned by such
Rating Agency.

         Also, subject to compliance with applicable law, the Board of
Directors may modify the definition of Maximum Rate to increase the percentage
amount by which the Reference Rate is multiplied to determine the Maximum Rate
shown therein without the vote or consent of the holders of the preferred
shares, including MMP Shares, or any other shareholder of the Company, and
without receiving any confirmation from any Rating Agency after consultation
with the Broker-Dealers, provided that immediately following any such increase
the Company would be in compliance with the MMP Shares Basic Maintenance
Amount.

         Unless otherwise required by law, holders of MMP Shares shall not have
any relative rights or preferences or other special rights other than those
specifically set forth in the Articles Supplementary. The holders of MMP Shares
shall have no rights to cumulative voting. In the event that the Company fails
to pay any dividends on the MMP Shares, the exclusive remedy of the holders
shall be the right to vote for directors as discussed above.


                                   THE AUCTION

GENERAL

         Articles Supplementary. The Articles Supplementary provide that, except
as otherwise described herein, the Applicable Rate for the shares of each series
of preferred stock, for each Dividend Period of shares of such series after the
initial Dividend Period thereof, shall be equal to the rate per annum that the
Auction Agent advises has resulted on the Business Day preceding the first day
of such Subsequent Dividend Period (an "Auction Date") from implementation of
the auction procedures (the "Auction Procedures"), in which persons determine to
hold or offer to sell or, based on dividend rates bid by them, offer to purchase
or sell shares

                                       49
<PAGE>

of such series. Each periodic implementation of the Auction Procedures is
referred to herein as an Auction. See the Articles for a more complete
description of the Auction process.

         Auction Agency Agreement. The Company has entered into an Auction
Agency Agreement (the "Auction Agency Agreement") with the Auction Agent
(currently, __________________) which provides, among other things, that the
Auction Agent will follow the Auction Procedures for purposes of determining the
Applicable Rate for MMP Shares so long as the Applicable Rate for shares is to
be based on the results of an Auction.

         The Auction Agent may terminate the Auction Agency Agreement upon
notice to the Company on a date no earlier than 60 days after the notice. If the
Auction Agent should resign, the Company will use its best efforts to enter into
an agreement with a successor Auction Agent containing substantially the same
terms and conditions as the Auction Agency Agreement. The Company may remove the
Auction Agent provided that prior to such removal the Company shall have entered
into such an agreement with a successor Auction Agent.

         Broker-Dealer Agreements. Each Auction requires the participation of
one or more Broker-Dealers. The Auction Agent has entered into agreements
(collectively, the "Broker-Dealer Agreements") with several Broker-Dealers
selected by the Company, which provide for the participation of those
Broker-Dealers in Auctions for MMP Shares.

         After each Auction for MMP Shares, the Auction Agent will pay to each
Broker-Dealer, from funds provided by the Company, a service charge at the
annual rate of 1/4 of 1% in the case of any Auction immediately preceding a
Dividend Period of less than one year, or a percentage agreed to by the Company
and the Broker-Dealers in the case of any Auction immediately preceding a
Dividend Period of one year or longer, of the purchase price of MMP Shares
placed by such Broker-Dealer at such Auction. For the purposes of the preceding
sentence, MMP Shares will be placed by a Broker-Dealer if such shares were (a)
the subject of Hold Orders deemed to have been submitted to the Auction Agent by
the Broker-Dealer and were acquired by such Broker-Dealer for its own account or
were acquired by such Broker-Dealer for its customers who are Beneficial Owners
or (b) the subject of an Order submitted by such Broker-Dealer that is (i) a
Submitted Bid of an Existing Holder that resulted in such Existing Holder
continuing to hold such shares as a result of the Auction or (ii) a Submitted
Bid of a Potential Holder that resulted in such Potential Holder purchasing such
shares as a result of the Auction or (iii) a valid Hold Order.

         The Company may request the Auction Agent to terminate one or more
Broker-Dealer Agreements at any time, provided that at least one Broker-Dealer
Agreement is in effect after such termination.

AUCTION PROCEDURES

         Prior to the Submission Deadline on each Auction Date for MMP Shares,
each customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer (or, if applicable, the Auction Agent) as a holder of shares (a
"Beneficial Owner") may submit orders ("Orders") with respect to shares to that
Broker-Dealer as follows:

         o        Hold Order - indicating its desire to hold shares without
                  regard to the Applicable Rate for shares for the next Dividend
                  Period thereof.

         o        Bid - indicating its desire to sell shares at $_______ per
                  share if the Applicable Rate for shares for the next Dividend
                  Period thereof is less than the rate specified in such Bid
                  (also known as a hold-at-a-rate order).

                                       50
<PAGE>

         o        Sell Order - indicating its desire to sell shares at $_______
                  per share without regard to the Applicable Rate for shares for
                  the next Dividend Period thereof.

         A Beneficial Owner may submit different types of Orders to its
Broker-Dealer with respect to shares of MMP Shares then held by such Beneficial
Owner. A Beneficial Owner of shares that submits a Bid with respect to shares to
its Broker-Dealer having a rate higher than the Maximum Rate for shares on the
Auction Date therefor will be treated as having submitted a Sell Order with
respect to such shares to its Broker-Dealer. A Beneficial Owner of shares that
fails to submit an Order with respect to such shares to its Broker-Dealer will
be deemed to have submitted a Hold Order with respect to such shares to its
Broker-Dealer; provided, however, that if a Beneficial Owner of shares fails to
submit an Order with respect to shares to its Broker-Dealer for an Auction
relating to a Dividend Period of more than 28 Dividend Period Days, such
Beneficial Owner will be deemed to have submitted a Sell Order with respect to
such shares to its Broker-Dealer. A Sell Order shall constitute an irrevocable
offer to sell the MMP Shares subject thereto. A Beneficial Owner that offers to
become the Beneficial Owner of additional MMP Shares is, for purposes of such
offer, a Potential Beneficial Owner as discussed below.

         A customer of a Broker-Dealer that is not a Beneficial Owner of MMP
Shares but that wishes to purchase shares, or that is a Beneficial Owner of
shares that wishes to purchase additional shares (in each case, a "Potential
Beneficial Owner"), may submit Bids to its Broker-Dealer in which it offers to
purchase shares at $_______ per share if the Applicable Rate for shares for the
next Dividend Period thereof is not less than the rate specified in such Bid. A
Bid placed by a Potential Beneficial Owner of shares specifying a rate higher
than the Maximum Rate for shares on the Auction Date therefore will not be
accepted.

         The Broker-Dealers in turn will submit the Orders of their respective
customers who are Beneficial Owners and Potential Beneficial Owners to the
Auction Agent, designating themselves (unless otherwise permitted by the
Company) as Existing Holders in respect of shares subject to Orders submitted or
deemed submitted to them by Beneficial Owners and as Potential Holders in
respect of shares subject to Orders submitted to them by Potential Beneficial
Owners. Neither the Company nor the Auction Agent will be responsible for a
Broker-Dealer's failure to comply with the foregoing. Any Order placed with the
Auction Agent by a Broker-Dealer as or on behalf of an Existing Holder or a
Potential Holder will be treated in the same manner as an Order placed with a
Broker-Dealer by a Beneficial Owner or Potential Beneficial Owner. Similarly,
any failure by a Broker-Dealer to submit to the Auction Agent an Order in
respect of MMP Shares held by it or customers who are Beneficial Owners will be
treated in the same manner as a Beneficial Owner's failure to submit to its
Broker-Dealer an Order in respect of MMP Shares held by it. A Broker-Dealer may
also submit Orders to the Auction Agent for its own account as an Existing
Holder or Potential Holder, provided it is not an affiliate of the Company.

         If Sufficient Clearing Bids for MMP Shares exist (that is, the number
of shares subject to Bids submitted or deemed submitted to the Auction Agent by
Broker-Dealers as or on behalf of Potential Holders with rates equal to or lower
than the Maximum Rate for shares is at least equal to the number of shares
subject to Sell Orders submitted or deemed submitted to the Auction Agent by
Broker-Dealers as or on behalf of Existing Holders), the Applicable Rate for
shares for the next succeeding Dividend Period thereof will be the lowest rate
specified in the Submitted Bids which, taking into account such rate and all
lower rates bid by Broker-Dealers as or on behalf of Existing Holders and
Potential Holders, would result in Existing Holders and Potential Holders owning
the shares available for purchase in the Auction. If Sufficient Clearing Bids
for MMP Shares do not exist, the Applicable Rate for shares for the next
succeeding Dividend Period thereof will be the Maximum Rate for shares on the
Auction Date therefor. In such event, Beneficial Owners of shares that have
submitted or are deemed to have submitted Sell Orders may not be able to sell in
such Auction all shares subject to such Sell Orders. If Broker-Dealers submit or
are deemed to have submitted to the Auction Agent Hold Orders with respect to
all Existing

                                      51
<PAGE>

Holders of MMP Shares, the Applicable Rate for shares for the next succeeding
Dividend Period thereof will be the All Hold Rate.

         The Auction Procedures include a pro rata allocation of shares for
purchase and sale, which may result in an Existing Holder continuing to hold or
selling, or a Potential Holder purchasing, a number of shares of MMP Shares that
is fewer than the number of shares specified in its Order. To the extent the
allocation procedures have that result, Broker-Dealers that have designated
themselves as Existing Holders or Potential Holders in respect of customer
Orders will be required to make appropriate pro rata allocations among their
respective customers.

         Settlement of purchases and sales will be made on the next Business Day
(also a Dividend Payment Date) after the Auction Date through the Securities
Depository. Purchasers will make payment through their Agent Members in same-day
funds to the Securities Depository against delivery to their respective Agent
Members. The Securities Depository will make payment to the sellers' Agent
Members in accordance with the Securities Depository's normal procedures, which
now provide for payment against delivery by their Agent Members in same-day
funds.

SECONDARY MARKET TRADING AND TRANSFER OF MMP SHARES

         The Broker-Dealers may maintain a secondary trading market of MMP
Shares outside of Auctions, but are not obligated to do so, and may discontinue
such activity at any time. The Company has made no arrangements for the
establishment of a secondary market. There can be no assurance that such
secondary trading market of MMP Shares, if any is established, will provide
owners with liquidity. MMP Shares are not listed on any exchange or automated
quotation system. Investors who purchase shares in an Auction for a Special
Dividend Period should note that because the dividend rate on such shares will
be fixed for the length of such Dividend Period, the value of the shares may
fluctuate in response to changes in interest rates, and may be more or less than
their original cost if sold on the open market in advance of the next Auction
therefor, depending upon market conditions.

         A Beneficial Owner or an Existing Holder may sell, transfer or
otherwise dispose of MMP Shares only in whole shares and only (1) pursuant to a
Bid or Sell Order placed with the Auction Agent in accordance with the Auction
Procedures, (2) to a Broker-Dealer or (3) to the Company or any affiliate;
provided, however, that (a) a sale, transfer or other disposition of MMP Shares
from a customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer as the holder of such shares to that Broker-Dealer or another
customer of that Broker-Dealer shall not be deemed to be a sale, transfer or
other disposition for purposes of the foregoing if such Broker-Dealer remains
the Existing Holder of the shares so sold, transferred or disposed of
immediately after such sale, transfer or disposition and (b) in the case of all
transfers other than pursuant to Auctions, the Broker-Dealer (or other person,
if permitted by the Company) to whom such transfer is made shall advise the
Auction Agent of such transfer.


                            DESCRIPTION OF BORROWINGS

         The Charter authorizes the Company, without prior approval of holders
of common and preferred shares, including MMP Shares, to borrow money. Prior to
this offering, the Company currently intends to issue two series of Tortoise
Notes in an aggregate principal amount of $_________. These Tortoise Notes are
described and offered in a separate prospectus. Also, the Company may issue
additional notes or other evidence of indebtedness (including bank borrowings or
commercial paper) and may secure any such borrowings by mortgaging, pledging or
otherwise subjecting as security the Company's assets. In connection with such
borrowing, the Company may be required to maintain minimum average balances with
the lender or to pay a commitment or other fee to maintain a line of credit. Any
such requirements

                                       52
<PAGE>

will increase the cost of borrowing over the stated interest rate. Any
Borrowings, including without limitation the Tortoise Notes, will rank senior to
the MMP Shares.

         Limitations. Under the requirements of the 1940 Act, the Company,
immediately after issuing any Borrowings that are senior securities representing
indebtedness, including Tortoise Notes, must have an asset coverage of at least
300%. With respect to any such Borrowings, asset coverage means the ratio which
the value of the total assets of the Company, less all liabilities and
indebtedness not represented by senior securities, bears to the aggregate amount
of any such Borrowings that are senior securities representing indebtedness,
issued by the Company. Certain types of Borrowings also may result in the
Company being subject to covenants in credit agreements relating to asset
coverages or portfolio composition or otherwise. In addition, the Company may be
subject to certain restrictions imposed by guidelines of one or more rating
agencies which may issue ratings for commercial paper or notes issued by the
Company. Such restrictions may be more stringent than those imposed by the 1940
Act.

         Distribution Preference. The rights of lenders to the Company to
receive interest on and repayment of principal in any Borrowings will be senior
to those holders of MMP Shares, and the terms of any such Borrowings may contain
provisions that limit certain activities of the Company, including the payment
of dividends to holders of MMP Shares in certain circumstances.

         Voting Rights. The 1940 Act does (in certain circumstances) grant to
the lenders to the Company certain voting rights in the event of default in the
payment of interest on or repayment of principal. Any Borrowings will likely be
ranked senior or equal to all other existing and future borrowings of the
Company.


                          DESCRIPTION OF COMMON SHARES

         The Company's charter authorizes the issuance of 100,000,000 shares of
common stock, par value $0.001 per share. All common shares have equal rights to
the payment of dividends and the distribution of assets upon liquidation. Common
shares will, when issued, be fully paid and, subject to matters discussed in
"Certain Provisions in the Company's Charter and Bylaws," non-assessable, and
will have no pre-emptive or conversion rights or rights to cumulative voting. At
any time when MMP Shares are outstanding, common shareholders will not be
entitled to receive any cash distributions from the Company unless all accrued
dividends on MMP Shares have been paid, and unless asset coverage (as defined in
the 1940 Act) with respect to MMP Shares would be at least 200% after giving
effect to the distributions. At any time when Tortoise Notes are outstanding,
common shareholders will not be entitled to receive any cash distributions from
the Company unless all accrued interest on the Tortoise Notes has been paid, and
unless asset coverage (as defined in the 1940 Act) with respect to Tortoise
Notes would be at least 300% after giving effect to the distributions.

         The common shares are listed on the NYSE. The Company intends to hold
annual meetings of shareholders so long as the common shares are listed on a
national securities exchange and such meetings are required as a condition to
such listing.


             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.

                                       53
<PAGE>

         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 qualify. 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
(as that term is defined in the charter) 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.

                                       54
<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 (1)
pursuant to notice of the meeting, (2) by the Board of Directors or (3) 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 (1) pursuant to notice
of the meeting by the Company, (2) by the Board of Directors, or (3) 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.


                          REPURCHASE OF COMPANY SHARES

         The Company is a closed-end investment company and as such its
shareholders will not have the right to cause the Company to redeem their
shares. Instead, the common shares will trade in the open market at a price that
will be a function of several factors, including dividend levels (which are in
turn affected by expenses), net asset value, call protection, dividend
stability, portfolio credit quality, relative demand for and supply of such
shares in the market, general market and economic conditions and other factors.

         Because shares of closed-end investment companies may frequently trade
at prices lower than net asset value, the Company's Board of Directors has
currently determined that, at least annually, it will consider action that might
be taken to reduce or eliminate any material discount from net asset value in
respect of common shares, which may include the repurchase of such shares in the
open market or in private transactions or the making of a tender offer for such
shares at net asset value. There is no assurance that the Board of Directors
will decide to take any of these actions, or that share repurchases or tender
offers will actually reduce market discount. Although share repurchases and
tenders could have a favorable effect on the market price of the Company's
common shares, you should be aware that the acquisition of common shares by the
Company will decrease the capital of the Company and, therefore, may have the
effect of increasing the Company's expense ratio and decreasing the asset
coverage with respect to any outstanding preferred stock, including MMP Shares.
Any share repurchase or tender offers will be made in accordance with
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the 1940 Act and the principal stock exchange on which the Common Shares
are traded.

         Before deciding whether to take any action if the shares of common
stock trade below net asset value, the Board of Directors would consider all
relevant factors, including the extent and duration of the discount, the
liquidity of the Company's portfolio, the impact of any action that might be
taken on the Company or its shareholders, and market considerations. Based on
these considerations, even if the Company's shares should trade at a discount,
the Board of Directors may determine that, in the interest of the Company and
its shareholders, no action should be taken. See the Statement of Additional
Information under

                                       55
<PAGE>

"Repurchase of Company Shares" for a further discussion of possible action to
reduce or eliminate such discount to net asset value.


                           FEDERAL INCOME TAX MATTERS

         The following is a general summary of certain federal income tax
considerations affecting the Company and its preferred stockholders. 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, certain tax-deferred accounts and
foreign investors. Unless otherwise noted, this discussion assumes that
shareholders are U.S. persons and hold MMP Shares as capital assets. More
detailed information regarding the federal income 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 and capital gains.
The regulated investment company taxation rules have no application to the
Company or to shareholders of the Company.

FEDERAL INCOME TAX TREATMENT OF HOLDERS OF MMP SHARES

         Under present law, the Company is of the opinion that MMP Shares will
constitute equity of the Company, and thus distributions with respect to MMP
Shares (other than distributions in redemption of MMP Shares subject to Section
302(b) of the Code) will generally constitute dividends to the extent of the
Company's current or accumulated earnings and profits, as calculated for federal
income tax purposes. Such dividends generally will be taxable as ordinary income
to holders but are expected to be treated as "qualified dividend income" that is
generally subject to reduced rates of federal income taxation for noncorporate
investors and are also expected to be eligible for the dividends received
deduction available to corporate shareholders under Section 243 of the Code.

                                       56
<PAGE>

         Under federal income tax law enacted on May 28, 2003, qualified
dividend income received by individual and other noncorporate shareholders is
taxed at long-term capital gain rates, which currently reach a maximum of 15%.
Qualified dividend income generally includes dividends from domestic
corporations and dividends from non-U.S. corporations that meet certain
criteria. To be treated as qualified dividend income, the shareholder must hold
the shares paying otherwise qualifying dividend income more than 60 days during
the 120-day period beginning 60 days before the ex-dividend date (or more than
90 days during the 180-day period beginning 90 days before the ex-dividend date
in the case of certain preferred stock dividends). It is expected that Congress
will enact legislation that will change the 120-day period to 121 days and
change the 180-day period to 181 days. The provisions of the Code applicable to
qualified dividend income are effective through 2008. Thereafter, higher tax
rates will apply unless further legislative action is taken.

         Earnings and profits are treated, for federal income tax purposes, as
first being used to pay distributions on the MMP Shares, and then to the extent
remaining, if any, to pay distributions on the common shares. Distributions in
excess of the Company's earnings and profits, if any, will first reduce a
shareholder's adjusted tax basis in his or her MMP Shares and, after the
adjusted tax basis is reduced to zero, will constitute capital gains to a holder
who holds such shares as a capital asset.

SALE OF SHARES

         The sale of MMP Shares by holders will generally be a taxable
transaction for federal income tax purposes. Holders of MMP Shares who sell such
shares will generally recognize gain or loss in an amount equal to the
difference between the net proceeds of the sale and their adjusted tax basis in
the shares sold. If such MMP Shares are held as a capital asset at the time of
the sale, the gain or loss will generally be a capital gain or loss. Similarly,
a redemption by the Company (including a redemption resulting from liquidation
of the Company), if any, of all the MMP Shares actually and constructively held
by a shareholder generally will give rise to capital gain or loss under Section
302(b) of the Code if the shareholder does not own (and is not regarded under
certain tax law rules of constructive ownership as owning) any common shares in
the Company, and provided that the redemption proceeds do not represent declared
but unpaid dividends. Other redemptions may also give rise to capital gain or
loss, but certain conditions imposed by Section 302(b) of the Code must be
satisfied to achieve such treatment.

         Capital gain or loss will generally be long-term capital gain or loss
if the MMP Shares were held for more than one year and will be short-term
capital gain or loss if the disposed MMP Shares were held for one year or less.
Net long-term capital gain recognized by a noncorporate U.S. holder generally
will be subject to tax at a lower rate (currently a maximum rate of 15%) than
net short-term capital gain or ordinary income (currently a maximum rate of
35%). Under current law, the maximum tax rate on capital gain for noncorporate
holders is scheduled to increase to 20% for taxable years after 2008. For
corporate holders, capital gain is generally taxed at the same rate as ordinary
income, that is, currently at a maximum rate of 35%. A holder's ability to
deduct capital losses may be limited.

BACKUP WITHHOLDING

         The Company may be required to withhold, for U.S. federal income tax
purposes, a portion of all taxable distributions (including redemption proceeds)
payable to shareholders who fail to provide the Company with their correct
taxpayer identification number, who fail to make required certifications or who
have been notified by the IRS that they are subject to backup withholding (or if
the Company has been so notified). Certain corporate and other shareholders
specified in the Internal Revenue Code and the regulations thereunder are exempt
from backup withholding. Backup withholding is not an additional tax. Any
amounts withheld may be credited against the shareholder's U.S. federal income
tax liability provided the appropriate information is furnished to the IRS.

                                       57
<PAGE>

OTHER TAXATION

         Foreign shareholders, including shareholders who are nonresident alien
individuals, may be subject to U.S. withholding tax on certain distributions at
a rate of 30% or such lower rates as may be prescribed by any applicable treaty.

         Investors are advised to consult their own tax advisors with respect to
the application to their own circumstances of the above-described general
federal income taxation rules and with respect to other federal, state, local or
foreign tax consequences to them before making an investment in MMP Shares.


               ADMINISTRATOR, CUSTODIAN, TRANSFER AGENT, DIVIDEND
                PAYING AGENT, AUCTION AGENT AND REDEMPTION AGENT

         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.

         _____________ is the Auction Agent with respect to the MMP Shares and
acts as transfer agent, registrar, dividend paying agent and redemption agent
with respect to the MMP Shares.


                                  UNDERWRITING

         Lehman Brothers Inc. and Stifel Nicolaus & Company, Inc. are acting as
underwriters in this offering (the "Underwriters"). Subject to the terms and
conditions contained in the underwriting agreement by and among the
Underwriters, the Adviser and the Company, dated the date of this Prospectus (a
copy of which is filed as an exhibit to the Registration Statement of which this
prospectus is a part), have agreed to purchase from the Company, and the Company
has agreed to sell to the Underwriters the MMP Shares offered hereby.

         The underwriting agreement provides that the Underwriters are obligated
to purchase, subject to certain conditions, all of the MMP Shares being offered
if any are purchased. The conditions contained in the underwriting agreement
include requirements that (1) the representations and warranties made by the
Company to Lehman Brothers and Stifel Nicolaus are true; (2) there has been no
material change in the financial markets; and (3) the Company and the Adviser
deliver customary closing documents to Lehman Brothers and Stifel Nicolaus.

         After the Auction that includes the newly issued MMP Shares, payment by
each purchaser of MMP Shares sold through the Auction will be made in accordance
with the procedures described under "The Auction."

                                       58
<PAGE>

DISCOUNTS AND COMMISSIONS

         The Underwriters have advised the Company that they propose to offer
the MMP Shares directly to the public at the public offering price presented on
the cover page of this Prospectus less a selling concession equal to $___ per
share which is equal to __ % of the initial offering price. Investors must pay
for any MMP Shares purchased on or before ______________, 2004. After the
offering, the Underwriters may change the offering price and other selling
terms.

INDEMNIFICATION

         The Company and the Adviser have agreed to indemnify the Underwriters
against certain liabilities relating to this offering, including liabilities
under the Securities Act and liabilities arising from breaches of the
representations and warranties contained in the underwriting agreement and to
contribute to payments that the Underwriters may be required to make for those
liabilities.

LISTING

         The MMP Shares, which have no history of public trading, will not be
listed on an exchange or automated quotation system. Broker-Dealers may maintain
a secondary trading market in the MMP Shares outside of Auctions; however, they
have no obligation to do so, and there can be no assurance that a secondary
market for the MMP Shares will develop or, if it does develop, that it will
provide holders with a liquid trading market (i.e., trading will depend on the
presence of willing buyers and sellers and the trading price will be subject to
variables to be determined at the time of the trade by such Broker-Dealers). The
Company has been advised that the Underwriters currently intend to make a market
in the MMP Shares, as permitted by applicable laws and regulations. However, the
Underwriters are not obligated to make a market in the MMP Shares between
Auctions and the market making may be discontinued at any time at their sole
discretion.

ELECTRONIC DISTRIBUTION

         A Prospectus in electronic format may be made available on the Internet
sites or through other online services maintained by the Underwriters or their
affiliates. In those cases, prospective investors may view offering terms online
and prospective investors may be allowed to place orders online. The
Underwriters may allocate a specific number of shares for sale to online
brokerage account holders. Any such allocation for online distributions will be
made by the representative on the same basis as other allocations.

         Other than the Prospectus in electronic format, the information on the
Underwriters' web site and any information contained in any other web site
maintained by the Underwriters is not part of the prospectus or the registration
statement of which this prospectus forms a part, has not been approved and/or
endorsed by the Company and should not be relied upon by investors.

CERTAIN RELATIONSHIPS AND FEES

         To the extent permitted under the 1940 Act and the rules and
regulations promulgated thereunder, the Company anticipates that the
Underwriters may from time to time act as a broker or dealer and receive fees in
connection with the execution of the Company's portfolio transactions after the
Underwriters have ceased to be the underwriter and, subject to certain
restrictions, may act as broker while it is the underwriter. The Company
anticipates that the Underwriters or one of their affiliates may from time to
time act in Auctions as a Broker-Dealer or dealer and receive fees as described
under "Description of the MMP Shares."

                                       59
<PAGE>


         In connection with the offering of common shares, the Company agreed
that until November 26, 2004, Lehman Brothers, Inc. shall have a right, but not
the obligation, to act as exclusive underwriter, arrange 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 loans. The Company has
also 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 has acted as placement agent in connection with such investment.

ADDRESSES

         Lehman Brothers Inc.'s principal office is located at 745 Seventh
Avenue, New York, New York 10019.

         Stifel Nicolaus & Company Inc.'s principal office is located at 501
North Broadway, St. Louis, Missouri 63102.

INTELLECTUAL PROPERTY RIGHTS

         The Company has filed a patent application with the United States
Patent and Trademark Office on aspects of its system and method for managing
a portfolio of master limited partnerships.


                                 LEGAL OPINIONS

         Certain legal matters in connection with the MMP Shares offered hereby
will be passed upon for the Company by Vedder, Price, Kaufman & Kammholz, P.C.,
Chicago, Illinois, and for the Underwriters by Morrison & Foerster LLP, New
York, New York. Vedder, Price, Kaufman & Kammholz, P.C. and Morrison & Foerster
LLP may rely as to certain matters of Maryland law on the opinion of Venable
LLP, Baltimore, Maryland.


                              AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and the 1940 Act and is required to file
reports, proxy statements and other information with the SEC. These documents
can be inspected and copied for a fee at the SEC's public reference room, 450
Fifth Street, N.W., Washington, D.C. 20549. Reports, proxy statements, and other
information about the Company can be inspected at the offices of the Exchange.

         This prospectus does not contain all of the information in the
Company's registration statement, including amendments, exhibits, and schedules.
Statements in this prospectus about the contents of any contract or other
document are not necessarily complete and in each instance reference is made to
the copy of the contract or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
this reference.

         Additional information about the Company and MMP Shares can be found in
the Company's Registration Statement (including amendments, exhibits, and
schedules) on Form N-2 filed with the SEC. The SEC maintains a web site
(http://www.sec.gov) that contains each Company's Registration Statement, other
documents incorporated by reference, and other information the Company has filed
electronically with the SEC, including proxy statements and reports filed under
the Securities Exchange Act of 1934. Additional information may be found on the
Internet at http://www._________.com.

                                       60
<PAGE>

                                TABLE OF CONTENTS
                   FOR THE STATEMENT OF ADDITIONAL INFORMATION

Use of Proceeds..............................................................S-1
Investment Limitations.......................................................S-1
Investment Objective and Principal Strategies................................S-3
Management of the Company...................................................S-15
Net Asset Value.............................................................S-22
Portfolio Transactions......................................................S-23
Additional Information Concerning the Auction...............................S-24
Certain Federal Income Tax Matters..........................................S-25
Proxy Voting Policies.......................................................S-29
Independent Accountants.....................................................S-30
Custodian...................................................................S-30
Additional Information......................................................S-30
Report of Independent Auditors...............................................F-1
Financial Statements.........................................................F-2
Appendix A- Articles Supplementary...........................................A-1
Appendix B- Rating of Investments............................................B-1

                                       61
<PAGE>

================================================================================










                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                       _____ MONEY MARKET PREFERRED SHARES
                              ____________________


                                   PROSPECTUS

                                      , 2004

                              ____________________



                                 LEHMAN BROTHERS

                                   STIFEL, NICOLAUS & COMPANY
                                           INCORPORATED




================================================================================
<PAGE>

                 SUBJECT TO COMPLETION, DATED ___________, 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 the offer or sale is not permitted.

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                       STATEMENT OF ADDITIONAL INFORMATION

         Tortoise Energy Infrastructure Corporation (the "Company") is a
recently organized, nondiversified, closed-end management investment company.

         This Statement of Additional Information relating to the Company's
Money Market Cumulative Preferred Shares (MMP(R)) Shares (the "MMP" Shares),
does not constitute a prospectus, but should be read in conjunction with the
Company's Prospectus relating thereto dated ___________, 2004. This Statement of
Additional Information does not include all information that a prospective
investor should consider before purchasing MMP Shares. Investors should obtain
and read the Company's Prospectus prior to purchasing MMP Shares. A copy of the
Company's Prospectus may be obtained without charge by calling (888) 728-8784.
You also may obtain a copy of the Company's 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. This Statement of Additional Information is
dated ____________, 2004.


<PAGE>


                                TABLE OF CONTENTS
                                                                        PAGE
                                                                        ----

Use of Proceeds.........................................................S-1
Investment Limitations..................................................S-1
Investment Objective and Principal Strategies...........................S-3
Management of the Company..............................................S-15
Net Asset Value........................................................S-22
Portfolio Transactions.................................................S-23
Additional Information Concerning the Auction..........................S-24
Certain Federal Income Tax Matters.....................................S-25
Proxy Voting Policies..................................................S-29
Independent Accountants................................................S-30
Custodian..............................................................S-30
Additional Information.................................................S-30
Report of Independent Auditors..........................................F-1
Financial Statements....................................................F-2
Appendix A-Articles Supplementary.......................................A-1
Appendix B-Rating of Investments........................................B-1

                                       i

<PAGE>

                                USE OF PROCEEDS

         The net proceeds of the offering of MMP Shares (the "Offering") will be
approximately $_________, after the payment of the underwriting discounts and
commissions and estimated offering costs. The Company will invest the net
proceeds of the Offering as soon as practicable in accordance with the Company's
investment objective and policies as stated below. It is presently anticipated
that the Company will be able to invest substantially all of the net proceeds in
securities that meet the investment objective and policies within ______ months
after completion of the Offering. Pending such investment, it is anticipated
that the proceeds will be invested in short-term securities issued by the U.S.
government or its agencies or instrumentalities or in high quality, short-term
money market instruments.

                             INVESTMENT LIMITATIONS

         This section supplements the disclosure in the Prospectus and provides
additional information on the Company's investment limitations. Fundamental
investment limitations 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 shares are represented or (2) more
than 50% of the outstanding 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.

FUNDAMENTAL INVESTMENT LIMITATIONS

         The following are the Company's fundamental investment limitations set
forth in their entirety. The Company may not:

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

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

                  (3) 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;

                  (4) concentrate (invest 25% or more of total assets) its
         investments in any particular industry, except that the Company will
         concentrate its assets in the group of industries constituting the
         energy infrastructure sector;

                  (5) 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;

                                      S-1
<PAGE>

                  (6) 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

                  (7) 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.

NONFUNDAMENTAL INVESTMENT POLICIES

         The Company has adopted the following nonfundamental policies:

         (1)      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.

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

         (3)      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.

         (4)      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.

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

         (6)      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 or preferred
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 Company has asset
coverage of 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

                                      S-2
<PAGE>

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 Company's total assets less liabilities and
indebtedness not represented by senior securities (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.

         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.

         The Company interprets its policy with respect to concentration to
include energy infrastructure companies, as defined in the Prospectus and below.
See "Investment Objective and Policies."

         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. 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 PRINCIPAL STRATEGIES

         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

                                      S-3
<PAGE>

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 taxed as a regular "C" corporation and
will be subject to federal and applicable state corporate income taxes.

         Under normal circumstances, the Company invests 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 invests 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 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 each year at least 50% of its gross income 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 gains from the exploration, development, mining or production,
processing, refining, transportation (including pipelines transporting 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
seeks 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

                                      S-4
<PAGE>

providing services such as distributing natural gas liquids. 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 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,

                                      S-5
<PAGE>

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 FERC, which regulates interstate transportation
rates, services and other matters regarding natural gas pipelines including: the
establishment of rates for service; regulation of pipeline storage and liquefied
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, 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.

         Although the Company emphasizes investments in MLPs, it also may invest
in energy infrastructure companies that are not organized as MLPs. Non-MLP
companies may include companies that operate energy assets but which are
organized in corporate rather than in partnership form. Generally, the
partnership form is more suitable for companies that operate assets which
generate more stable cash flows. Companies that operate "midstream" assets
(e.g., transporting, processing, storing, distributing and marketing) tend to
generate more stable cash flows than those that engage in exploration and
development or delivery of products to the end consumer. Non-MLP companies also
may include companies that provide services directly related to the generation
of income from energy-related assets, such as oil drilling services, pipeline
construction and maintenance, and compression services.

         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

                                      S-6
<PAGE>

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 of 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 invests at least 70% of its
total assets in equity securities of MLPs. An MLP is an entity that is organized
as a partnership and that derives each year at least 90% of its gross income
from Qualifying Income. 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 and compliance with the Qualifying Income rules
eliminates federal income 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.

         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

                                       S-7
<PAGE>

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 federal income 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 federal income 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 income.

         When the units are sold, the difference between the sales price and the
investor's adjusted basis is gain for federal income tax purposes. The partner
generally 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
resulting from prior distributions; or (2) his basis reaches zero.

         For a further discussion and a description of MLP federal income tax
matters, see the section entitled "Certain 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 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

                                      S-8
<PAGE>

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 minimum quarterly discount
("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 the 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 income tax filing obligations solely as a result of
holding such I-Shares. Distributions of I-Shares do not generate unrelated
business taxable income 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 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

                                      S-9
<PAGE>

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, investment in the Company
is subject to the following specific risks:

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

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

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

         o        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 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

                                      S-10
<PAGE>


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 extraordinary expenses in order to protect
and recover its investment if it is recoverable at all.

         See Appendix B 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 restricted securities, primarily through
direct placements. 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 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

                                      S-11
<PAGE>

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 not be able 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.

         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.

                                      S-12
<PAGE>

         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. Any use
of margin borrowing by the Company would be subject to the asset leverage
requirements discussed earlier in this Statement of Additional Information. See
"Investment Limitations." 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 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.

                                      S-13
<PAGE>

         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 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

                                      S-14
<PAGE>

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

Conrad S. Ciccotello, 43   Director since 2003         Associate Professor of Risk Management and            None
                                                       Insurance, Robinson College of Business,
                                                       Georgia State University; Director of
                                                       Graduate Personal Financial Planning (PFP)
                                                       Programs, Editor, "Financial Services
                                                       Review," (an academic journal dedicated to
                                                       the study of individual financial
                                                       management); formerly, faculty member,
                                                       Pennsylvania State University.


</TABLE>

                                      S-15
<PAGE>

<TABLE>
<CAPTION>

                              POSITION(S) HELD                                                                   OTHER
                              WITH COMPANY AND                                                                DIRECTORSHIPS
                               LENGTH OF TIME              PRINCIPAL OCCUPATION                                 HELD BY
       NAME AND AGE                SERVED                 DURING PAST FIVE YEARS                                DIRECTOR
------------------------   --------------------        ---------------------------                            -------------
<S>                        <C>                         <C>                                                    <C>
John R. Graham, 58         Director since 2003         Executive-in-Residence and Professor of                Erie Indemnity
                                                       Finance, College of Business Administration,           Company; Erie
                                                       Kansas State University (has served as a               Family Life
                                                       professor or adjunct professor since 1970);            Insurance
                                                       Chairman of the Board, President and CEO,              Company; Kansas
                                                       Graham Capital Management, Inc. and Owner of           State Bank
                                                       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 Investment            None
                                                       Officer, General Electric's Employers
                                                       Reinsurance Corporation (1989-1999). CFA
                                                       since 1974.
INTERESTED DIRECTORS AND OFFICERS

H. Kevin Birzer(1), 44     Director and Chairman of    Partner/Senior Analyst, Fountain Capital;              None
                           the Board since 2003        Manager of the Adviser; 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; Manager of the                ACT
Address:                   Chief Financial Officer     Adviser; formerly, President, GreenStreet              Telecommunication,
233 West 47th Street,      since 2003                  Capital.                                               Inc.; Trendstar
Kansas City, MO 64112                                                                                         Investment
                                                                                                              Trust (open-end
                                                                                                              small cap
                                                                                                              investment fund)

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

Zachary A. Hamel, 39       Secretary since 2003        Partner/Senior Analyst with Fountain Capital            None
                                                       (1997-present); Manager of the Adviser.

Kenneth P. Malvey, 38      Assistant Treasurer since   Investment Analyst, Fountain Capital                    None
                           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 since   Compliance Officer (2000-present), U.S.                 None
                           2003                        Bancorp Fund Services, LLC

Scott J. Schuenke, 24      Assistant Secretary since   Compliance Officer (2002-present), U.S.                 None
                           2003                        Bancorp Fund Services, LLC

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


                                      S-16
<PAGE>

         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 recently organized closed-end management investment
company, no meetings of the Audit Committee 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 current calendar year.

                                                  AGGREGATE COMPENSATION FROM
          NAME AND POSITION WITH THE COMPANY             THE COMPANY*
        --------------------------------------    ---------------------------
        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

------------------
*       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.

                                                  AGGREGATE DOLLAR RANGE OF
                                                     COMPANY SECURITIES
                                                    BENEFICIALLY OWNED BY
                    NAME OF DIRECTOR                      DIRECTOR*
        --------------------------------------    ---------------------------
        INDEPENDENT DIRECTORS
        Conrad S. Ciccotello..................       [10,001 - $50,000]
        John R. Graham........................              None
        Charles E. Heath......................         [Over $100,000]

        INTERESTED DIRECTORS
        H. Kevin Birzer.......................         [Over $100,000]
        Terry C. Matlack......................       [$10,001 - $50,000]

*        As of the date of this Statement of Additional Information, the
         officers and directors of the Company, as a group, own ____% of the
         Company's outstanding common shares.

                                      S-17
<PAGE>

CONTROL PERSONS

         As of _______ __, 2004, the following individuals owned of record or
beneficially more than 5% of the Company's common shares:

         [The officers and directors of the Company, as a group, owned less than
one percent of the Company's outstanding common shares.]

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

                                      S-18
<PAGE>

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.

INVESTMENT ADVISER

         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 March 31, 2004, the Adviser and its
affiliates (including the Atlantic group) had approximately [$___] million in
assets under management in the energy infrastructure industry.

         Pursuant to an Investment Advisory Agreement (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 Adviser 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

                                      S-19
<PAGE>

taxes, (ii) debt entered into for the purpose of leverage and (iii) the
aggregate liquidation preference of any outstanding preferred shares.

         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: (1) expenses
of maintaining the Company and continuing its existence, (2) registration of the
Company under the 1940 Act, (3) 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, (4) auditing, accounting and
legal expenses, (5) taxes and interest, (6) governmental fees, (7) 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, (8) 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, (9) expenses of reports and notices
to shareholders and of meetings of shareholders and proxy solicitations
therefor, (10) expenses of reports to governmental officers and commissions,
(11) insurance expenses, (12) association membership dues, (13) 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), (14) fees, expenses and disbursements of transfer agents,
dividend paying agents, shareholder servicing agents and registrars for all
services to the Company, (15) compensation and expenses of directors of the
Company who are not members of the Adviser's organization, (16) pricing and
valuation services employed by the Company, (17) all expenses incurred in
connection with leveraging of the Company's assets through a line of credit, or
issuing and maintaining preferred shares or instruments evidencing indebtedness
of the Company, (18) all expenses incurred in connection with the organization
of the Company and the initial public offering of common shares, and (19) 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

                                      S-20
<PAGE>

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 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; and (5) 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

                                      S-21
<PAGE>

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.

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.

                                NET ASSET VALUE

         The Company will compute its net asset value for its common shares as
of the close of trading on 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 (1) all of its liabilities (including accrued expenses and
both current and deferred income taxes), (2) accumulated and unpaid dividends on
any outstanding preferred shares, (3) the aggregate liquidation value of any
outstanding preferred shares, and (4) 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

                                      S-22
<PAGE>

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.

                             PORTFOLIO TRANSACTIONS

EXECUTION OF PORTFOLIO TRANSACTIONS

         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 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
or the 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 taxable
income, possibly resulting in an increased tax liability, as well as increasing
the Company's

                                      S-23
<PAGE>

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 "Certain Federal Income Tax Matters."

                 ADDITIONAL INFORMATION CONCERNING THE AUCTION

GENERAL

         Auction Agency Agreement. The Company has entered into an Auction
Agency Agreement (the "Auction Agency Agreement") with the Auction Agent
(currently, _______________) which provides, among other things, that the
Auction Agent will follow the Auction Procedures for purposes of determining the
Applicable Rate for each series of MMP Shares so long as the Applicable Rate for
MMP Shares of such series is to be based on the results of an Auction.

         Broker-Dealer Agreements. Each Auction requires the participation of
one or more Broker-Dealers. The Auction Agent has entered into agreements
(collectively, the "Broker-Dealer Agreements") with several Broker-Dealers
selected by the Company, which provide for the participation of those
Broker-Dealers in Auctions for MMP Shares. See "Broker-Dealers" below.

         Securities Depository. The Depository Trust Company ("DTC") will act as
the Securities Depository for the Agent Members with respect to MMP Shares. One
certificate for all of the shares of MMP Shares will be registered in the name
of Cede & Co., as nominee of the Securities Depository. Such certificate will
bear a legend to the effect that such certificate is issued subject to the
provisions restricting transfers of MMP Shares contained in the Articles
Supplementary of Money Market Cumulative Preferred Shares (the "Articles
Supplementary"). The Company will also issue stop-transfer instructions to the
transfer agent for MMP Shares. Prior to the commencement of the right of the
holders of the MMP Shares to elect a majority of the Company's directors, as
described in the "Description of MMP Shares - Voting Rights" section of the
Prospectus, Cede & Co. will be the holder of record of all MMP Shares and of
each series thereof and owners of such MMP Shares will not be entitled to
receive certificates representing their ownership interest in such MMP Shares.

         DTC, a New York-chartered limited purpose trust company, performs
services for its participants (including the Agent Members), some of whom
(and/or their representatives) own DTC. DTC maintains lists of its participants
and will maintain the positions (ownership interests) held by each such
participant (the "Agent Member") in MMP Shares, whether for its own account or
as a nominee for another person.

CONCERNING THE AUCTION AGENT

         The Auction Agent is acting as agent for the Company in connection with
Auctions. In the absence of bad faith or negligence on its part, the Auction
Agent will not be liable for any action taken, suffered, or omitted or for any
error of judgment made by it in the performance of its duties under the Auction
Agency Agreement and will not be liable for any error of judgment made in good
faith unless the Auction Agent will have been negligent in ascertaining the
pertinent facts.

         The Auction Agent may rely upon, as evidence of the identities of the
Existing Holders of MMP Shares, the Auction Agent's registry of Existing
Holders, the results of Auctions and notices from any Broker-Dealer (or other
Person, if permitted by the Company) with respect to transfers described under
"The Auction" in the Prospectus and notices from the Company. The Auction Agent
is not required to accept any such notice for an Auction unless it is received
by the Auction Agent by 3:00 p.m., New York City time, on the Business Day
preceding such Auction.

                                      S-24
<PAGE>

         The Auction Agent may terminate the Auction Agency Agreement upon
notice to the Company on a date no earlier than 60 days after such notice. If
the Auction Agent should resign, the Company will use its best efforts to enter
into an agreement with a successor Auction Agent containing substantially the
same terms and conditions as the Auction Agency Agreement. The Company may
remove the Auction Agent provided that prior to such removal the Company shall
have entered into such an agreement with a successor Auction Agent.

BROKER-DEALERS

         After each Auction for MMP Shares, the Auction Agent will pay to each
Broker-Dealer, from funds provided by the Company, a service charge at the
annual rate of 1/4 of 1% in the case of any Auction immediately preceding a Rate
Period of less than one year, or a percentage agreed to by the Company and the
Broker-Dealers in the case of any Auction immediately preceding a Rate Period of
one year or longer, of the purchase price of MMP Shares placed by such
Broker-Dealer at such Auction. For the purposes of the preceding sentence, MMP
Shares will be placed by a Broker-Dealer if such MMP Shares were (a) the subject
of Hold Orders deemed to have been submitted to the Auction Agent by the
Broker-Dealer and were acquired by such Broker-Dealer for its own account or
were acquired by such Broker-Dealer for its customers who are Beneficial owners
or (b) the subject of an Order submitted by such Broker-Dealer that is (i) a
Submitted Bid of an Existing Holder that resulted in such Existing Holder
continuing to hold such MMP Shares as a result of the Auction or (ii) a
Submitted Bid of a Potential Holder that resulted in such Potential Holder
purchasing such MMP Shares as a result of the Auction or (iii) a valid Hold
Order.

         The Company may request the Auction Agent to terminate one or more
Broker-Dealer Agreements at any time, provided that at least one Broker-Dealer
Agreement is in effect after such termination.

         The Broker-Dealer Agreement provides that a Broker-Dealer (other than
an affiliate of the Company) may submit Orders in Auctions for its own account,
unless the Company notifies all Broker-Dealers that they may no longer do so, in
which case Broker-Dealers may continue to submit Hold Orders and Sell Orders for
their own accounts. Any Broker-Dealer that is an affiliate of the Company may
submit orders in Auctions, but only if such Orders are not for its own account.
If a Broker-Dealer submits an order for its own account in any Auction, it might
have an advantage over other Bidders because it would have knowledge of all
Orders submitted by it in that Auction; such Broker-Dealer, however, would not
have knowledge of orders submitted by other Broker-Dealers in that Auction.

                       CERTAIN FEDERAL INCOME TAX MATTERS

         The following is a summary of certain material U.S. federal income tax
considerations relating to the purchase, ownership and disposition of MMP
Shares. The discussion generally applies only to holders of MMP Shares that are
U.S. holders. You will be a U.S. holder if you are an individual who is a
citizen or resident of the United States, a U.S. domestic corporation, or any
other person that is subject to U.S. federal income tax on a net income basis in
respect of an investment in MMP Shares. This summary deals only with U.S.
holders that hold MMP Shares as capital assets and who purchase MMP Shares in
connection with this offering. It does not address considerations that may be
relevant to you if you are an investor that is subject to special tax rules,
such as a financial institution, insurance company, regulated investment
company, real estate investment trust, investor in pass-through entities, U.S.
holder of MMP Shares whose "functional currency" is not the United States
dollar, tax-exempt organization, dealer in securities or currencies, trader in
securities or commodities that elects mark to market treatment, a person who
holds MMP Shares in a qualified tax deferred account such as an IRA, or a person
who will hold MMP Shares as a position in a "straddle," "hedge" or as part of a
"constructive sale" for federal income

                                      S-25
<PAGE>

tax purposes. In addition, this discussion does not address the possible
application of the U.S. federal alternative minimum tax.

         This summary is based on the provisions of the Internal Revenue Code,
the applicable Treasury regulations promulgated thereunder, judicial authority
and current administrative rulings, as in effect on the date of this SAI, all of
which may change. Any change could apply retroactively and could affect the
continued validity of this summary.

         As stated above, this discussion does not discuss all aspects of U.S.
federal income taxation that may be relevant to a particular holder of MMP
Shares in light of such holder's particular circumstances and income tax
situation. Prospective holders should consult their own tax advisors as to the
specific tax consequences to them of the purchase, ownership and disposition of
MMP Shares, including the application and the effect of state, local, foreign
and other tax laws and the possible effects of changes in U.S. or other tax
laws.

FEDERAL INCOME TAX TREATMENT 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 as their income 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. Cash contributions by such MLPs will not be eligible for the dividends
received deduction when received by the Company. The Company will also take into
account in computing its taxable income 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.

         As explained 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 a current 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 greater than the MLPs' cash
distributions, the Company will incur current federal income tax liability,
possibly in excess of the cash distributions it receives.

         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 received MLP cash distributions in
excess of the taxable income reportable by the Company with respect to the
respective MLP interest, the Company's basis in the MLP interest will be reduced
and the Company's gain on the sale of such MLP interest likewise will be
increased.

                                      S-26
<PAGE>

         The Company will not be treated as a regulated investment company under
the federal income tax laws. The federal income tax laws 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 and gains. The
regulated investment company taxation rules have no application to the Company
or shareholders of the Company.

FEDERAL INCOME TAX TREATMENT OF HOLDERS OF MMP SHARES

         Under present law, the Company is of the opinion that MMP Shares will
constitute stock of the Company, and thus distributions with respect to MMP
Shares (other than distributions in redemption of MMP Shares subject to Section
302(b) of the Internal Revenue Code) will generally constitute dividends to the
extent of the Company's current or accumulated earnings and profits, as
calculated for federal income tax purposes. Dividends generally will be taxable
as ordinary income to holders, but are expected to be treated as "qualified
dividend income" that is generally subject to reduced rates of federal income
taxation for non-corporate investors, as described below. In the case of
corporate holders of MMP Shares, subject to applicable requirements and
limitations, dividends may be eligible for the dividends received deduction
available to corporations under Section 243 of the Internal Revenue Code.
Distributions in excess of the Company's earnings and profits, if any, will
first reduce a shareholder's adjusted tax basis in his or her shares and, after
the adjusted tax basis is reduced to zero, will constitute capital gains to a
holder who holds such shares as a capital asset. Earnings and profits are
treated, for federal income tax purposes, as first being used to pay
distributions on the MMP Shares, and then to the extent remaining, if any, to
pay distributions on the Common Shares. Because the Company has elected not to
be treated as a regulated investment company under the Internal Revenue Code,
the Company is not entitled to designate dividends made with respect to the
common shares and the MMP Shares as capital gain distributions.

         Under federal income tax law enacted on May 28, 2003, qualified
dividend income received by individual and other noncorporate shareholders is
taxed at long-term capital gain rates, which currently reach a maximum of 15%.
Qualified dividend income generally includes dividends from domestic
corporations and dividends from non-U.S. corporations that meet certain
criteria. To be treated as qualified dividend income, the shareholder must hold
the shares paying otherwise qualifying dividend income more than 60 days during
the 120-day period beginning 60 days before the ex-dividend date (or more than
90 days during the 180-day period beginning 90 days before the ex-dividend date
in the case of certain preferred stock dividends). It is expected that Congress
will enact legislation that will change the 120-day period to 121 days and
change the 180-day period to 181 days. The provisions of the Internal Revenue
Code applicable to qualified dividend income are effective through 2008.
Thereafter, higher tax rates will apply unless further legislative action is
taken.

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

         Sale or Redemption of MMP Shares. The sale of MMP Shares by holders
will generally be a taxable transaction for federal income tax purposes. Holders
of MMP Shares who sell such shares will generally recognize gain or loss in an
amount equal to the difference between the net proceeds of the sale and their
adjusted tax basis in the shares sold. If such MMP Shares are held as a capital
asset at the time of the sale, the gain or loss will generally be a capital gain
or loss and will be long-term capital gain or loss if the MMP Shares were held
for more than twelve months. Similarly, a redemption by the Company (including a
redemption resulting from liquidation of the Company), if any, of all the MMP
Shares actually and constructively held by a shareholder generally will give
rise to capital gain or loss under Section 302(b) of the Internal Revenue Code
if the shareholder does not own (and is not regarded under certain tax law rules
of constructive ownership as owning) any Common Shares in the Company, and

                                      S-27
<PAGE>

provided that the redemption proceeds do not represent declared but unpaid
dividends. Other redemptions may also give rise to capital gain or loss, but
certain conditions imposed by Section 302(b) of the Internal Revenue Code must
be satisfied to achieve such treatment.

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 must 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 that satisfies the Qualifying Income rules 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 (generally as provided in the partnership
agreement), 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 partner.

         The Internal Revenue Code generally requires all publicly-traded
partnerships to be treated as corporations for federal income tax purposes.
However, if the publicly-traded partnership satisfies certain requirements, the
publicly-traded partnership will be taxed as a 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 of Qualifying
Income.

         Qualifying Income for MLPs includes interest, dividends, real estate
rents, gain from the sale or disposition of real property, certain income and
gain from commodities or commodity futures, and income and gain from certain
mineral or natural resources activities. Mineral or natural resources activities
that generate Qualifying Income include income and gains derived from the
exploration, development, mining or production, refining, transportation
(including pipelines), or the marketing of any mineral or natural resource. This
means that most MLPs today are in energy, timber, or real estate related
businesses.

         Because the MLP itself does not pay federal income 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 income tax owed.

         When the units are sold, the difference between the sales price and the
investor's adjusted basis is the gain for federal income tax purposes. The
partner generally will not be taxed on distributions until


                                      S-28
<PAGE>

(1) he sells his MLP units and pays tax on his gain, which gain is increased due
to the basis decrease resulting from prior distributions; or (2) his basis
reaches zero.

         At tax filing season an MLP investor will receive a Schedule 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 income (MLPs
generally provide their investors with material that walks them through all the
steps). If the result is net income, the partner pays federal income tax on it
at his, her or its tax rate. If the result is a net loss, it is generally
considered a "passive loss" under the Internal Revenue 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 Schedule K-1 reporting income and
loss items of the MLPs. Shareholders, instead, will receive a Form 1099 from the
Company. In addition, due to the Company's anticipated broad public ownership,
the Company is not expected to be subject to the passive activity loss
limitation rules mentioned in the preceding paragraph.

         BACKUP WITHHOLDING

         The Company may be required to withhold for U.S. federal income
purposes a portion of all taxable distributions (including redemption proceeds)
payable to shareholders who fail to provide the Company with their correct
taxpayer identification number or who fail to make required certifications, or
if the Company or a shareholder has been notified by the Internal Revenue
Service that the shareholder is subject to backup withholding. Certain corporate
shareholders and other shareholders specified in the Internal Revenue Code are
exempt from such backup withholding. Backup withholding is not an additional
tax. Any amounts withheld may be credited against the shareholder's U.S. federal
income tax liability provided the appropriate information is furnished to the
Internal Revenue Service.

         OTHER TAXATION

         Non-U.S. shareholders, including shareholders who are nonresident alien
individuals, may be subject to U.S. withholding tax on certain distributions at
a rate of 30%, or such lower rates as may be prescribed by any applicable
treaty.

         Investors are advised to consult their own tax advisors with respect to
the application of the above-described general federal income tax rules to their
own circumstances and with respect to other federal, state, local or foreign tax
consequences to them before making an investment in MMP Shares.


                             PROXY VOTING POLICIES

         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

                                      S-29
<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, on the other hand, 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 serves as independent public accountants for the
Company. Ernst & Young, LLP provides audit services, tax return preparation and
assistance and consultation in connection with review of the Company's filings
with the Commission.

                                   CUSTODIAN

         U.S. Bank National Association, 425 Walnut Street, Cincinnati, OH 45202
serves as the custodian of the Company's cash and investment securities. 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.

                             ADDITIONAL INFORMATION

         A Registration Statement on Form N-2, including amendments thereto,
relating to the MMP Shares offered hereby, has been filed by the Company with
the Commission. The Company's 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 MMP Shares offered hereby, reference is made
to the Company's Registration Statement. Statements contained in the Company's
Prospectus and this Statement of

                                      S-30
<PAGE>

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 a
Registration Statement, each such statement being qualified in all respects by
such reference. Copies 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.

                                      S-31
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS

                                    [TO COME]


                                      F-1
<PAGE>


                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                              FINANCIAL STATEMENTS

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION
                       STATEMENT OF ASSETS AND LIABILITIES
                                ___________, 2004

                                    [TO COME]


                                      F-2
<PAGE>


                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

                             STATEMENT OF OPERATIONS

                                    [TO COME]



                                      F-3
<PAGE>

                                   APPENDIX A-
                             ARTICLES SUPPLEMENTARY

                    MONEY MARKET CUMULATIVE PREFERRED SHARES

         Tortoise Energy Infrastructure Corporation (the "Company"), a Maryland
corporation, certifies to the State Department of Assessments and Taxation of
Maryland that:

         FIRST: Under a power contained in Article V, of the charter of the
Corporation (the "Charter"), the Board of Directors by duly adopted resolutions
classified and designated _________ shares of authorized but unissued Preferred
Stock (as defined in the Charter) as shares of Money Market Cumulative Preferred
Shares, liquidation preference $25,000 per share, with the following
preferences, rights, voting powers, restrictions, limitations as to dividends
and other distributions, qualifications, and terms and conditions of redemption,
which, upon any restatement of the Charter, shall become part of Article V of
the Charter, with any necessary or appropriate renumbering or relettering of the
sections or subsections hereof.

                    MONEY MARKET CUMULATIVE PREFERRED SHARES

                                   DESIGNATION

         MMP Shares: ______ shares of Preferred Stock are classified and
designated as Money Market Cumulative Preferred Shares, liquidation preference
$25,000 per share ("MMP Shares"). The initial Dividend Period for the MMP Shares
shall be the period from and including the Original Issue Date thereof to but
excluding ____________, 2004. Each MMP Share shall have an Applicable Rate for
its initial Dividend Period equal to ____% per annum and an initial Dividend
Payment Date of ______________, 2004. Each MMP Share shall have such other
preferences, rights, voting powers, restrictions, limitations as to dividends
and other distributions, qualifications and terms and conditions of redemption,
in addition to those required by applicable law or set forth in the Charter
applicable to shares of Preferred Stock ("Preferred Shares"), as are set forth
in Part I and Part II these terms of the MMP Shares. The MMP Shares shall
constitute a separate series of Preferred Shares.

         Subject to the provisions of Section 11 of Part I hereof, the Board of
Directors of the Company may, in the future, authorize the issuance of
additional MMP Shares with the same preferences, rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption and other terms herein
described, except that the initial Dividend Period, the Applicable Rate for the
initial Dividend Period and the initial Dividend Payment Date shall be as set
forth in the Articles Supplementary relating to such additional MMP Shares.

         As used in Part I and Part II of these terms of the MMP Shares,
capitalized terms shall have the meanings provided in Section 17 of Part I.

                            PART I: MMP SHARES TERMS

         1. Number of Shares; Ranking. (a) The initial number of authorized MMP
Shares is ______ shares. No fractional MMP Shares shall be issued.

                  (b) Any MMP Shares which at any time have been redeemed or
purchased by the Company shall, after redemption or purchase, be returned to the
status of authorized but unissued Preferred Shares, without further designation
as to series.

                                      A-1
<PAGE>

                  (c) The MMP Shares shall rank on a parity with shares of any
other series of Preferred Shares (including any other MMP Shares) as to the
payment of dividends to which the shares are entitled and the distribution of
assets upon dissolution, liquidation or winding up of the affairs of the
Company.

                  (d) No Holder of MMP Shares shall have, solely by reason of
being a Holder, any preemptive right, or, unless otherwise determined by the
Directors, other right to acquire, purchase or subscribe for any MMP Shares,
shares of common stock of the Company ("Common Shares") or other securities of
the Company which it may hereafter issue or sell.

                  (e) No Holder of MMP Shares shall be entitled to exercise the
rights of an objecting stockholder under Title 3, Subtitle 2 of the Maryland
General Corporation Law (the "MGCL") or any successor provision.

         2. Dividends. (a) The Holders of MMP Shares shall be entitled to
receive, when, as and if authorized by the Board of Directors and declared by
the Company, out of funds legally available therefor, cumulative cash dividends
on their shares at the Applicable Rate, determined as set forth in paragraph (c)
of this Section 2, and no more, payable on the respective dates determined as
set forth in paragraph (b) of this Section 2. Dividends on Outstanding MMP
Shares issued on the Original Issue Date shall accumulate from the Original
Issue Date.

                  (b) (i) Dividends shall be payable when, as and if authorized
by the Board of Directors and declared by the Company following the initial
Dividend Payment Date, subject to subparagraph (b)(ii) of this Section 2, on
MMP Shares, with respect to any Dividend Period on the first Business Day
following the last day of the Dividend Period; provided, however, if the
Dividend Period is greater than 30 days, then on a monthly basis on the first
Business Day of each month within the Dividend Period and on the Business Day
following the last day of the Dividend Period.

                      (ii) If a day for payment of dividends resulting from the
         application of subparagraph (b)(i) above is not a Business Day, then
         the Dividend Payment Date shall be the first Business Day that falls
         prior to such day for payment of dividends.

                      (iii) The Company shall pay to the Paying Agent not later
         than 3:00 p.m., New York City time, on the Business Day next preceding
         each Dividend Payment Date for the MMP Shares, an aggregate amount of
         funds available on the next Business Day in the City of New York, New
         York, equal to the dividends to be paid to all Holders of such shares
         on such Dividend Payment Date. The Company shall not be required to
         establish any reserves for the payment of dividends.

                      (iv) All moneys paid to the Paying Agent for the payment
         of dividends shall be held in trust for the payment of such dividends
         by the Paying Agent for the benefit of the Holders specified in
         subparagraph (b)(v) of this Section 2. Any moneys paid to the Paying
         Agent in accordance with the foregoing but not applied by the Paying
         Agent to the payment of dividends, including interest earned on such
         moneys, will, to the extent permitted by law, be repaid to the Company
         at the end of 90 days from the date on which such moneys were to have
         been so applied.

                      (v) Each dividend on MMP Shares shall be paid on the
         Dividend Payment Date therefor to the Holders as their names appear on
         the share ledger or share records of the Company on the Business Day
         next preceding such Dividend Payment Date. Dividends in arrears for any
         past Dividend Period may be declared and paid at any time, without
         reference to any regular Dividend Payment Date, to the Holders as their
         names appear on the share ledger or share records of the Company on
         such date, not exceeding 15 days preceding the payment date thereof, as
         may be fixed by the Board of

                                      A-2
<PAGE>

         Directors. No interest will be payable in respect of any dividend
         payment or payments which may be in arrears.

                  (c) (i) The dividend rate on Outstanding MMP Shares during the
period from and after the Original Issue Date to and including the last day of
the initial Dividend Period therefor shall be equal to the rate per annum set
forth under "Designation" above. For each subsequent Dividend Period with
respect to the MMP Shares Outstanding thereafter, the dividend rate shall be
equal to the rate per annum that results from an Auction; provided, however,
that if Sufficient Clearing Bids have not been made in an Auction (other than as
a result of all MMP Shares being the subject of Submitted Hold Orders), then the
dividend rate on the MMP Shares for any such Dividend Period shall be the
Maximum Rate (except (i) during a Default Period when the dividend rate shall be
the Default Rate (as set forth in Section 2(c) (ii) below) or (ii) after a
Default Period and prior to the beginning of the next Dividend Period when the
dividend rate shall be the Maximum Rate at the close of business on the last day
of such Default Period). If an Auction for any subsequent Dividend Period is not
held for any reason, including because there is no Auction Agent or
Broker-Dealer, then the dividend rate on the MMP Shares for such Dividend Period
shall be the No Auction Rate (except (i) during a Default Period when the
dividend rate shall be the Default Rate (as set forth in Section 2(c)(ii) below)
or (ii) after a Default Period and prior to the beginning of the next Dividend
Period when the dividend rate shall be the Maximum Rate at the close of business
on the last day of such Default Period).

         The All Hold Rate will apply automatically following an Auction in
which all of the Outstanding MMP Shares are subject (or are deemed to be
subject) to Hold Orders. The rate per annum at which dividends are payable on
MMP Shares as determined pursuant to this Section 2(c)(i) shall be the
"Applicable Rate."

                      (ii) Subject to the cure provisions below, a "Default
         Period" will commence on any date the Company fails to deposit
         irrevocably in trust in same-day funds, with the Paying Agent by 12:00
         noon, New York City time, (A) the full amount of any declared dividend
         payable on the Dividend Payment Date (a "Dividend Default") or (B) the
         full amount of any redemption price (the "Redemption Price") payable on
         the date fixed for redemption (the "Redemption Date") (a "Redemption
         Default", and together with a Dividend Default, hereinafter referred to
         as "Default"). Subject to the cure provisions of Section 2(c)(iii)
         below, a Default Period with respect to a Dividend Default or a
         Redemption Default shall end on the Business Day on which, by 12:00
         noon, New York City time, all unpaid dividends and any unpaid
         Redemption Price shall have been deposited irrevocably in trust in
         same-day funds with the Paying Agent. In the case of a Dividend
         Default, the Applicable Rate for each Dividend Period commencing during
         a Default Period will be equal to the Default Rate, and each subsequent
         Dividend Period commencing after the beginning of a Default Period
         shall be a Standard Dividend Period; provided, however, that the
         commencement of a Default Period will not by itself cause the
         commencement of a new Dividend Period. No Auction shall be held during
         a Default Period.

                      (iii) No Default Period with respect to a Dividend Default
         or Redemption Default shall be deemed to commence if the amount of any
         dividend or any Redemption Price due (if such default is not solely due
         to the willful failure of the Company) is deposited irrevocably in
         trust, in same-day funds with the Paying Agent by 12:00 noon, New York
         City time within three Business Days after the applicable Dividend
         Payment Date or Redemption Date, together with an amount equal to the
         Default Rate applied to the amount of such non-payment based on the
         actual number of days comprising such period divided by 360. The
         Default Rate shall be equal to the Reference Rate multiplied by three
         (3).

                      (iv) The amount of dividends per share payable (if
         declared) on each Dividend Payment Date of each Dividend Period of less
         than one year (or in respect of dividends on

                                      A-3
<PAGE>

         another date in connection with a redemption during such Dividend
         Period) shall be computed by multiplying the Applicable Rate (or the
         Default Rate) for such Dividend Period (or a portion thereof) by a
         fraction, the numerator of which will be the number of days in such
         Dividend Period (or portion thereof) that such share was Outstanding
         and for which the Applicable Rate or the Default Rate was applicable
         and the denominator of which will be 360, multiplying the amount so
         obtained by the liquidation preference per share, and rounding the
         amount so obtained to the nearest cent. During any Dividend Period of
         one year or more, the amount of dividends per share payable on any
         Dividend Payment Date (or in respect of dividends on another date in
         connection with a redemption during such Dividend Period) shall be
         computed as described in the preceding sentence, except that it will be
         determined on the basis of a year consisting of twelve 30-day months.

                  (d) Any dividend payment made on MMP Shares shall first be
credited against the earliest accumulated but unpaid dividends due with respect
to such Shares.

                  (e) For so long as the MMP Shares are Outstanding, except as
contemplated by Part I of these terms of the MMP Shares, the Company will not
declare, pay or set apart for payment any dividend or other distribution (other
than a dividend or distribution paid in shares of, or options, warrants or
rights to subscribe for or purchase, Common Shares or other shares of capital
stock, if any, ranking junior to the MMP Shares as to dividends or upon
liquidation) with respect to Common Shares or any other shares of the Company
ranking junior to or on a parity with the MMP Shares as to dividends or upon
liquidation, or call for redemption, redeem, purchase or otherwise acquire for
consideration any Common Shares or any other such junior shares (except by
conversion into or exchange for shares of the Company ranking junior to the MMP
Shares as to dividends and upon liquidation) or any such parity shares (except
by conversion into or exchange for shares of the Company ranking junior to or on
a parity with the MMP Shares as to dividends and upon liquidation), unless (i)
immediately after such transaction, the Company would have Eligible Assets with
an aggregate Discounted Value at least equal to the MMP Shares Basic Maintenance
Amount and the 1940 Act MMP Shares Asset Coverage would be achieved, (ii) full
cumulative dividends on the MMP Shares due on or prior to the date of the
transaction have been declared and paid and (iii) the Company has redeemed the
full number of MMP Shares required to be redeemed by any provision for mandatory
redemption contained in Section 3(a)(ii).

         3. Redemption. (a) (i) After the initial Dividend Period, subject to
the provisions of this Section 3 and to the extent permitted under the 1940 Act
and Maryland law, the Company may, at its option, redeem in whole or in part out
of funds legally available therefor MMP Shares herein designated as (A) having a
Dividend Period of one year or less, on the Business Day after the last day of
such Dividend Period by delivering a notice of redemption to the Auction Agent
not less than 15 days and not more than 40 days prior to the date fixed for such
redemption, at a redemption price per share equal to $25,000, plus an amount
equal to accumulated but unpaid dividends thereon (whether or not earned or
declared) to the date fixed for redemption ("Redemption Price"), or (B) having a
Dividend Period of more than one year, on any Business Day prior to the end of
the relevant Dividend Period by delivering a notice of redemption to the Auction
Agent not less than 15 days and not more than 40 days prior to the date fixed
for such redemption, at the Redemption Price, plus a redemption premium, if any,
determined by the Board of Directors after consultation with the Broker-Dealers
and set forth in any applicable Specific Redemption Provisions at the time of
the designation of such Dividend Period as set forth in Section 4 of these terms
of the MMP Shares; provided, however, that during a Dividend Period of more than
one year

                                      A-4
<PAGE>

no MMP Shares will be subject to optional redemption except in accordance with
any Specific Redemption Provisions approved by the Board of Directors after
consultation with the Broker-Dealers at the time of the designation of such
Dividend Period. Notwithstanding the foregoing, the Company shall not give a
notice of or effect any redemption pursuant to this Section 3(a)(i) unless, on
the date on which the Company intends to give such notice and on the date of
redemption (a) the Company has available certain Deposit Securities with
maturity or tender dates not later than the day preceding the applicable
redemption date and having a value not less than the amount (including any
applicable premium) due to Holders of MMP Shares by reason of the redemption of
such MMP Shares on such date fixed for the redemption and (b) the Company would
have Eligible Assets with an aggregate Discounted Value at least equal to the
MMP Shares Basic Maintenance Amount immediately subsequent to such redemption,
if such redemption were to occur on such date, it being understood that the
provisions of paragraph (d) of this Section 3 shall be applicable in such
circumstances in the event the Company makes the deposit and takes the other
action required thereby.

                  (ii) If the Company fails to maintain, as of any Valuation
         Date, Eligible Assets with an aggregate Discounted Value at least equal
         to the MMP Shares Basic Maintenance Amount or, as of the last Business
         Day of any month, the 1940 Act MMP Shares Asset Coverage, and such
         failure is not cured within ten Business Days following such Valuation
         Date in the case of a failure to maintain the MMP Shares Basic
         Maintenance Amount or on the last Business Day of the following month
         in the case of a failure to maintain the 1940 Act MMP Shares Asset
         Coverage (each an "Asset Coverage Cure Date"), the MMP Shares will be
         subject to mandatory redemption out of funds legally available
         therefor. The number of MMP Shares to be redeemed in such circumstances
         will be equal to the lesser of (A) the minimum number of MMP Shares the
         redemption of which, if deemed to have occurred immediately prior to
         the opening of business on the relevant Asset Coverage Cure Date, would
         result in the Company having Eligible Assets with an aggregate
         Discounted Value at least equal to the MMP Shares Basic Maintenance
         Amount, or sufficient to satisfy the 1940 Act MMP Shares Asset
         Coverage, as the case may be, in either case as of the relevant Asset
         Coverage Cure Date (provided that, if there is no such minimum number
         of shares the redemption of which would have such result, all MMP
         Shares then Outstanding will be redeemed), and (B) the maximum number
         of MMP Shares that can be redeemed out of funds expected to be
         available therefor on the Mandatory Redemption Date at the Mandatory
         Redemption Price set forth in subparagraph (a)(iii) of this Section 3.

                  (iii) In determining the MMP Shares required to be redeemed in
         accordance with the foregoing Section 3(a)(ii), the Company shall
         allocate the number of shares required to be redeemed to satisfy the
         MMP Shares Basic Maintenance Amount or the 1940 Act MMP Shares Asset
         Coverage, as the case may be, pro rata among the Holders of MMP Shares
         in proportion to the number of shares they hold and other Preferred
         Shares subject to mandatory redemption provisions similar to those
         contained in this Section 3, subject to the further provisions of this
         subparagraph (iii). The Company shall effect any required mandatory
         redemption pursuant to subparagraph (a)(ii) of this Section 3 no later
         than 40 days after the Company last satisfied the MMP Shares Basic
         Maintenance Amount or the 1940 Act MMP Shares Asset Coverage (the
         "Mandatory Redemption Date"), except that if the Company does not have
         funds legally available for the redemption of, or is not otherwise
         legally permitted to redeem, the number of MMP Shares which would be
         required to be redeemed by the Company under clause (A) of subparagraph
         (a)(ii) of this Section 3 if sufficient funds were available, together
         with shares of other Preferred Shares which are subject to mandatory
         redemption under provisions similar to those contained in this Section
         3, or the Company otherwise is unable to effect such redemption on or
         prior to such Mandatory Redemption Date, the Company shall redeem those
         MMP Shares, and shares of other Preferred Shares which it was unable to
         redeem, on the earliest practicable date on which the Company will have
         such funds available, upon notice pursuant to Section 3(b) to record
         owners of the MMP Shares to be redeemed and the Paying Agent. The
         Company will deposit with the Paying Agent funds sufficient to redeem
         the specified number of MMP Shares with respect to a redemption
         required under

                                      A-5
<PAGE>

         subparagraph (a)(ii) of this Section 3, by 12:00 p.m., New York City
         time, on the Mandatory Redemption Date. If fewer than all of the
         Outstanding MMP Shares are to be redeemed pursuant to this Section
         3(a)(iii), the number of shares to be redeemed shall be redeemed pro
         rata from the Holders of such shares in proportion to the number of
         such shares held by such Holders, by lot or by such other method as the
         Company shall deem fair and equitable, subject, however, to the terms
         of any applicable Specific Redemption Provisions. "Mandatory Redemption
         Price" means the Redemption Price plus (in the case of a Dividend
         Period of one year or more only) a redemption premium, if any,
         determined by the Board of Directors after consultation with the
         Broker-Dealers and set forth in any applicable Specific Redemption
         Provisions.

                  (b) In the event of a redemption pursuant to Section 3(a), the
Company will file a notice of its intention to redeem with the Commission so as
to provide at least the minimum notice required under Rule 23c-2 under the 1940
Act or any successor provision. In addition, the Company shall deliver a notice
of redemption to the Auction Agent (the "Notice of Redemption") containing the
information set forth below (i) in the case of an optional redemption pursuant
to subparagraph (a)(i) above, one Business Day prior to the giving of notice to
the Holders, (ii) in the case of a mandatory redemption pursuant to subparagraph
(a)(ii) above, on or prior to the 30th day preceding the Mandatory Redemption
Date. The Auction Agent will use its reasonable efforts to provide notice to
each Holder of MMP Shares called for redemption by electronic or other
reasonable means not later than the close of business on the Business Day
immediately following the day on which the Auction Agent determines the shares
to be redeemed (or, during a Default Period with respect to such shares, not
later than the close of business on the Business Day immediately following the
day on which the Auction Agent receives Notice of Redemption from the Company).
The Auction Agent shall confirm such notice in writing not later than the close
of business on the third Business Day preceding the date fixed for redemption by
providing the Notice of Redemption to each Holder of shares called for
redemption, the Paying Agent (if different from the Auction Agent) and the
Securities Depository. Notice of Redemption will be addressed to the registered
owners of MMP Shares at their addresses appearing on the share records of the
Company. Such Notice of Redemption will set forth (i) the date fixed for
redemption, (ii) the number and identity of MMP Shares to be redeemed, (iii) the
redemption price (specifying the amount of accumulated dividends to be included
therein), (iv) that dividends on the shares to be redeemed will cease to
accumulate on such date fixed for redemption, and (v) the provision under which
redemption shall be made. No defect in the Notice of Redemption or in the
transmittal or mailing thereof will affect the validity of the redemption
proceedings, except as required by applicable law. If fewer than all shares held
by any Holder are to be redeemed, the Notice of Redemption mailed to such Holder
shall also specify the number of shares to be redeemed from such Holder.

                  (c) Notwithstanding the provisions of paragraph (a) of this
Section 3, but subject to Section 7(f), no MMP Shares may be redeemed unless all
dividends in arrears on the Outstanding MMP Shares and all shares of capital
stock of the Company ranking on a parity with the MMP Shares with respect to
payment of dividends or upon liquidation, have been or are being
contemporaneously paid or set aside for payment; provided, however, that the
foregoing shall not prevent the purchase or acquisition of all Outstanding MMP
Shares pursuant to the successful completion of an otherwise lawful purchase or
exchange offer made on the same terms to, and accepted by, Holders of all
Outstanding MMP Shares.

                  (d) Upon the deposit of funds on the date fixed for redemption
sufficient to redeem MMP Shares with the Paying Agent and the giving of the
Notice of Redemption to the Auction Agent under paragraph (b) of this Section 3,
dividends on such shares shall cease to accumulate and such shares shall no
longer be deemed to be Outstanding for any purpose (including, without
limitation, for purposes of calculating whether the Company has maintained the
requisite MMP Shares Basic Maintenance Amount or the 1940 Act MMP Shares Asset
Coverage), and all rights of the Holder of the shares so called for redemption
shall cease and terminate, except the right of such Holder to receive the
redemption

                                      A-6
<PAGE>

price specified herein, but without any interest or other additional amount.
Such redemption price shall be paid by the Paying Agent to the nominee of the
Securities Depository. Upon written request, the Company shall be entitled to
receive from the Paying Agent, promptly after the date fixed for redemption, any
cash deposited with the Paying Agent in excess of (i) the aggregate redemption
price of the MMP Shares called for redemption on such date and (ii) such other
amounts, if any, to which Holders of MMP Shares called for redemption may be
entitled. Any funds so deposited that are unclaimed at the end of two years from
such redemption date shall, to the extent permitted by law, be paid to the
Company upon its written request, after which time the Holders of MMP Shares so
called for redemption may look only to the Company for payment of the redemption
price and all other amounts, if any, to which they may be entitled.

                  (e) To the extent that any redemption for which a Notice of
Redemption has been given is not made by reason of the absence of legally
available funds therefor, or is otherwise prohibited, such redemption shall be
made as soon as practicable to the extent such funds become legally available or
such redemption is no longer otherwise prohibited. Failure to redeem MMP Shares
shall be deemed to exist at any time after the date specified for redemption in
a Notice of Redemption when the Company shall have failed, for any reason
whatsoever, to deposit in trust with the Paying Agent the redemption price with
respect to any shares for which such Notice of Redemption has been given.
Notwithstanding the fact that the Company may not have redeemed MMP Shares for
which a Notice of Redemption has been given, dividends may be declared and paid
on MMP Shares and shall include those MMP Shares for which Notice of Redemption
has been given but for which deposit of funds has not been made.

                  (f) All moneys paid to the Paying Agent for payment of the
redemption price of MMP Shares called for redemption shall be held in trust by
the Paying Agent for the benefit of Holders of shares so to be redeemed.

                  (g) So long as any MMP Shares are held of record by the
nominee of the Securities Depository, the redemption price for such shares will
be paid on the date fixed for redemption to the nominee of the Securities
Depository for distribution to Agent Members for distribution to the persons for
whom they are acting as agent.

                  (h) Except for the provisions described above, nothing
contained in these terms of the MMP Shares limits any right of the Company to
purchase or otherwise acquire any MMP Shares outside of an Auction at any price,
whether higher or lower than the price that would be paid in connection with an
optional or mandatory redemption, so long as, at the time of any such purchase,
there is no arrearage in the payment of dividends on, or the mandatory or
optional redemption price with respect to, any MMP Shares for which Notice of
Redemption has been given and the Company is in compliance with the 1940 Act MMP
Shares Asset Coverage and has Eligible Assets with an aggregate Discounted Value
at least equal to the MMP Shares Basic Maintenance Amount after giving effect to
such purchase or acquisition on the date thereof. If fewer than all the
Outstanding MMP Shares are redeemed or otherwise acquired by the Company, the
Company shall give notice of such transaction to the Auction Agent, in
accordance with the procedures agreed upon by the Board of Directors.

                  (i) In the case of any redemption pursuant to this Section 3,
only whole MMP Shares shall be redeemed, and in the event that any provision of
the Charter would require redemption of a fractional share, the Auction Agent
shall be authorized to round up so that only whole shares are redeemed.

                  (j) Notwithstanding anything herein to the contrary,
including, without limitation, Sections 2(e), 6(f) and 11 of Part I hereof, the
Board of Directors may authorize, create or issue any class
or series of shares of capital stock, including other series of MMP Shares,
ranking prior to or on a parity

                                      A-7
<PAGE>

with the MMP Shares with respect to the payment of dividends or the distribution
of assets upon dissolution, liquidation or winding up of the affairs of the
Company, to the extent permitted by the 1940 Act, as amended, if, upon issuance,
the Company would meet the 1940 Act MMP Shares Asset Coverage, the MMP Shares
Basic Maintenance Amount and the requirements of Section 11 of Part I hereof.

         4. Designation of Dividend Period. (a) The initial Dividend Period for
the MMP Shares is as set forth under "Designation" above. The Company will
designate the duration of subsequent Dividend Periods of MMP Shares; provided,
however, that no such designation is necessary for a Standard Dividend Period
and, provided further, that any designation of a Special Dividend Period shall
be effective only if (i) notice thereof shall have been given as provided
herein, (ii) any failure to pay in a timely manner to the Auction Agent the full
amount of any dividend on, or the redemption price of, MMP Shares shall have
been cured as provided above, (iii) Sufficient Clearing Bids shall have existed
in an Auction held on the Auction Date immediately preceding the first day of
such proposed Special Dividend Period, (iv) if the Company shall have mailed a
Notice of Redemption with respect to any shares, the redemption price with
respect to such shares shall have been deposited with the Paying Agent, and (v)
in the case of the designation of a Special Dividend Period, the Company has
confirmed that as of the Auction Date next preceding the first day of such
Special Dividend Period, it has Eligible Assets with an aggregate Discounted
Value at least equal to the MMP Shares Basic Maintenance Amount, and the Company
has consulted with the Broker-Dealers and has provided notice of such
designation and a MMP Shares Basic Maintenance Report to Moody's (if Moody's is
then rating the MMP Shares), Fitch (if Fitch is then rating the MMP Shares) and
any Other Rating Agency which is then rating the MMP Shares and so requires.

                  (b) If the Company proposes to designate any Special Dividend
Period, not fewer than seven (or two Business Days in the event the duration of
the Dividend Period prior to such Special Dividend Period is fewer than eight
days) nor more than 30 Business Days prior to the first day of such Special
Dividend Period, notice shall be (i) made by press release and (ii) communicated
by the Company by telephonic or other means to the Auction Agent and confirmed
in writing promptly thereafter. Each such notice shall state (A) that the
Company proposes to exercise its option to designate a succeeding Special
Dividend Period, specifying the first and last days thereof and (B) that the
Company will by 3:00 p.m., New York City time, on the second Business Day next
preceding the first day of such Special Dividend Period, notify the Auction
Agent, who will promptly notify the Broker-Dealers, of either (x) its
determination, subject to certain conditions, to proceed with such Special
Dividend Period, subject to the terms of any Specific Redemption Provisions, or
(y) its determination not to proceed with such Special Dividend Period, in which
latter event the succeeding Dividend Period shall be a Standard Dividend Period.

                  No later than 3:00 p.m., New York City time, on the second
Business Day next preceding the first day of any proposed Special Dividend
Period, the Company shall deliver to the Auction Agent, who will promptly
deliver to the Broker-Dealers and Existing Holders, either:

                      (i) a notice stating (A) that the Company has determined
         to designate the next succeeding Dividend Period as a Special Dividend
         Period, specifying the first and last days thereof and (B) the terms of
         any Specific Redemption Provisions; or

                      (ii) a notice stating that the Company has determined not
         to exercise its option to designate a Special Dividend Period.

                  If the Company fails to deliver either such notice with
respect to any designation of any proposed Special Dividend Period to the
Auction Agent or is unable to make the confirmation provided in clause (v) of
paragraph (a) of this Section 4 by 3:00 p.m., New York City time, on the second
Business

                                      A-8
<PAGE>

Day next preceding the first day of such proposed Special Dividend Period, the
Company shall be deemed to have delivered a notice to the Auction Agent with
respect to such Dividend Period to the effect set forth in clause (ii) above,
thereby resulting in a Standard Dividend Period.

         5. Restrictions on Transfer. MMP Shares may be transferred only (a)
pursuant to an order placed in an Auction, (b) to or through a Broker-Dealer or
(c) to the Company or any Affiliate. Notwithstanding the foregoing, a transfer
other than pursuant to an Auction will not be effective unless the selling
Existing Holder or the Agent Member of such Existing Holder, in the case of an
Existing Holder whose shares are listed in its own name on the books of the
Auction Agent, or the Broker-Dealer or Agent Member of such Broker-Dealer, in
the case of a transfer between persons holding MMP Shares through different
Broker-Dealers, advises the Auction Agent of such transfer. The certificates
representing the MMP Shares issued to the Securities Depository will bear
legends with respect to the restrictions described above and stop-transfer
instructions will be issued to the Transfer Agent and/or Registrar.

         6. Voting Rights. (a) Except as otherwise provided in the Charter,
herein or as otherwise required by applicable law, (i) each Holder of MMP Shares
shall be entitled to one vote for each MMP Share held on each matter submitted
to a vote of stockholders of the Company, and (ii) the Holders of Outstanding
Preferred Shares, including the MMP Shares, and Common Shares shall vote
together as a single class on all matters submitted to stockholders; provided,
however, that the holders of Outstanding Preferred Shares, including the MMP
Shares, shall be entitled, as a class, to the exclusion of the holders of shares
of all other classes of stock of the Company, to elect two Directors of the
Company at all times. The identity and class (if the Board of Directors is then
classified) of the nominees for such Directors may be fixed by the Board of
Directors. Subject to paragraph (b) of this Section 6, the holders of
outstanding Common Shares and Preferred Shares, including the MMP Shares, voting
together as a single class, shall elect the balance of the Directors.

                  (b) During any period in which any one or more of the
conditions described below shall exist (such period being referred to herein as
a "Voting Period"), the number of Directors constituting the Board of Directors
shall automatically increase by the smallest number that, when added to the
two Directors elected exclusively by the holders of Preferred Shares, including
the MMP Shares, would constitute a majority of the Board of Directors as so
increased by such smallest number; and the holders of Preferred Shares,
including the MMP Shares, shall be entitled, voting as a class on a
one-vote-per-share basis (to the exclusion of the holders of all other
securities and classes of shares of the Company), to elect such smallest number
of additional Directors, together with the two Directors that such holders are
in any event entitled to elect. A Voting Period shall commence:

                      (i) if at the close of business on any Dividend Payment
         Date accumulated dividends (whether or not earned or declared) on
         Preferred Shares equal to at least two full years' dividends shall be
         due and unpaid; or

                      (ii) if at any time holders of any Preferred Shares are
         entitled under the 1940 Act to elect a majority of the Directors of the
         Company.

                  Upon the termination of a Voting Period, the voting rights
described in this paragraph (b) of Section 6 shall cease, subject always,
however, to the revesting of such voting rights in the Holders of Preferred
Shares, including the MMP Shares, upon the further occurrence of any of the
events described in this paragraph (b) of Section 6.

                  (c) As soon as practicable after the accrual of any right of
the Holders of Preferred Shares, including the MMP Shares, to elect additional
Directors as described in paragraph (b) of this

                                      A-9
<PAGE>

Section 6, the Company shall notify the Auction Agent, and the Auction Agent
shall instruct the Directors to call a special meeting of such holders, and mail
a notice of such special meeting to such holders, such meeting to be held not
less than 10 nor more than 30 days after the date of mailing of such notice. If
the Company fails to send such notice to the Auction Agent or if a special
meeting is not called, it may be called by any such holder on like notice. The
record date for determining the holders entitled to notice of and to vote at
such special meeting shall be the close of business on the fifth Business Day
preceding the day on which such notice is mailed. At any such special meeting
and at each meeting of holders of Preferred Shares, including the MMP Shares,
held during a Voting Period at which Directors are to be elected, such holders,
voting together as a class (to the exclusion of the holders of all other
securities and classes of capital stock of the Company), shall be entitled to
elect the number of Directors prescribed in paragraph (b) of this Section 6 on a
one-vote-per-share basis.

                  (d) The terms of office of all persons who are Directors of
the Company at the time of a special meeting of holders of the MMP Shares and
holders of other Preferred Shares to elect Directors shall continue,
notwithstanding the election at such meeting by the holders and such other
holders of the number of Directors that they are entitled to elect, and the
persons so elected by such holders, together with the two incumbent Directors
elected by such holders and the remaining incumbent Directors, shall constitute
the duly elected Directors of the Company.

                  (e) Simultaneously with the termination of a Voting Period,
the terms of office of the additional Directors elected by the Holders of the
MMP Shares and holders of other Preferred Shares pursuant to paragraph (b) of
this Section 6 shall terminate, the number of Directors constituting the Board
of Directors shall decrease accordingly, the remaining Directors shall
constitute the Directors of the Company and the voting rights of such holders to
elect additional Directors pursuant to paragraph (b) of this Section 6 shall
cease, subject to the provisions of the last sentence of paragraph (b) of this
Section 6.

                  (f) So long as any of the shares of Preferred Shares,
including the MMP Shares, are Outstanding, the Company will not, without the
affirmative vote of the holders of a majority of the outstanding Preferred
Shares determined with reference to a "majority of outstanding voting
securities" as that term is defined in Section 2(a)(42) of the 1940 Act (a "1940
Act Majority"), voting as a separate class:

                      (i) amend, alter or repeal any of the preferences, rights
         or powers of such class of Preferred Shares so as to affect materially
         and adversely such preferences, rights or powers as defined in Section
         6(h) below;

                      (ii) increase the authorized number of shares of Preferred
         Shares;

                      (iii) create, authorize or issue shares of any class of
         shares of stock ranking senior to or on a parity with the Preferred
         Shares with respect to the payment of dividends or the distribution of
         assets, or any securities convertible into, or warrants, options or
         similar rights to purchase, acquire or receive, such shares of capital
         stock ranking senior to or on a parity with the Preferred Shares or
         reclassify any authorized shares of capital stock of the Company into
         any shares ranking senior to or on a parity with the Preferred Shares
         (except that, notwithstanding the foregoing, but subject to the
         provisions of either Section 3(j) or 11, as applicable, the Board of
         Directors, without the vote or consent of the holders of the Preferred
         Shares, including the MMP Shares, may from time to time authorize,
         create and classify, and the Company may from time to time issue,
         shares or series of Preferred Shares, including other series of MMP
         Shares, ranking on a parity with the MMP Shares with respect to the

                                      A-10
<PAGE>

         payment of dividends and the distribution of assets upon dissolution,
         liquidation or winding up to the affairs of the Company, and may
         authorize, reclassify and/or issue any additional MMP Shares, including
         shares previously purchased or redeemed by the Company, subject to
         continuing compliance by the Company with 1940 Act MMP Shares Asset
         Coverage and MMP Shares Basic Maintenance Amount requirements);

                      (iv) institute any proceedings to be adjudicated bankrupt
         or insolvent, or consent to the institution of bankruptcy or insolvency
         proceedings against it, or file a petition seeking or consenting to
         reorganization or relief under any applicable federal or state law
         relating to bankruptcy or insolvency, or consent to the appointment of
         a receiver, liquidator, assignee, trustee, sequestrator (or other
         similar official) of the Company or a substantial part of its property,
         or make any assignment for the benefit of creditors, or, except as may
         be required by applicable law, admit in writing its inability to pay
         its debts generally as they become due or take any corporate action in
         furtherance of any such action;

                      (v) create, incur or suffer to exist, or agree to create,
         incur or suffer to exist, or consent to cause or permit in the future
         (upon the happening of a contingency or otherwise) the creation,
         incurrence or existence of any material lien, mortgage, pledge, charge,
         security interest, security agreement, conditional sale or trust
         receipt or other material encumbrance of any kind upon any of the
         Company's assets as a whole, except (A) liens the validity of which are
         being contested in good faith by appropriate proceedings, (B) liens for
         taxes that are not then due and payable or that can be paid thereafter
         without penalty, (C) liens, pledges, charges, security interests,
         security agreements or other encumbrances arising in connection with
         any indebtedness senior to the MMP Shares or arising in connection with
         any futures contracts or options thereon, interest rate swap or cap
         transactions, forward rate transactions, put or call options, short
         sales of securities or other similar transactions; (D) liens, pledges,
         charges, security interests, security agreements or other encumbrances
         arising in connection with any indebtedness permitted under clause (vi)
         below and (E) liens to secure payment for services rendered including,
         without limitation, services rendered by the Company's custodian and
         the Auction Agent; or

                      (vi) create, authorize, issue, incur or suffer to exist
         any indebtedness for borrowed money or any direct or indirect guarantee
         of such indebtedness for borrowed money or any direct or indirect
         guarantee of such indebtedness, except the Company may borrow and issue
         senior securities as may be permitted by the Company's investment
         restrictions; provided, however, that transfers of assets by the
         Company subject to an obligation to repurchase shall not be deemed to
         be indebtedness for purposes of this provision to the extent that after
         any such transaction the Company has Eligible Assets with an aggregate
         Discounted Value at least equal to the MMP Shares Basic Maintenance
         Amount as of the immediately preceding Valuation Date.

                  (g) The affirmative vote of the holders of a 1940 Act Majority
of the Outstanding Preferred Shares, including the MMP Shares, voting as a
separate class, shall be required to approve any plan of reorganization (as such
term is used in the 1940 Act) adversely affecting such shares or any action
requiring a vote of security holders of the Company under Section 13(a) of the
1940 Act.

                  (h) The affirmative vote of the holders of a 1940 Act Majority
of the Outstanding shares of any series of Preferred Shares, including the MMP
Shares, voting separately from any other

                                      A-11
<PAGE>

series, shall be required with respect to any matter that materially and
adversely affects the rights, preferences, or powers of that series in a manner
different from that of other series of classes of the Company's shares of
capital stock. For purposes of the foregoing, no matter shall be deemed to
adversely affect any right, preference or power unless such matter (i) alters or
abolishes any preferential right of such series; (ii) creates, alters or
abolishes any right in respect of redemption of such series; or (iii) creates or
alters (other than to abolish) any restriction on transfer applicable to such
series. The vote of holders of any shares described in this Section 6(h) will in
each case be in addition to a separate vote of the requisite percentage of
Common Shares and/or Preferred Shares, if any, necessary to authorize the action
in question.

                  (i) The rights of the MMP Shares or the Holders thereof,
including, without limitation, the interpretation or applicability of any or all
covenants or other obligations of the Company contained herein or of the
definitions of the terms contained herein, all such covenants, obligations and
definitions having been adopted pursuant to Rating Agency Guidelines, may from
time to time be modified, altered or repealed by the Board of Directors in its
sole discretion, based on a determination by the Board of Directors that such
action is necessary or appropriate in connection with obtaining or maintaining
the rating of any Rating Agency with respect to the MMP Shares or revising the
Company's investment restrictions or policies consistent with guidelines of any
Rating Agency, and any such modification, alteration or repeal will not be
deemed to affect the preferences, rights or powers of MMP Shares or the Holders
thereof, provided that the Board of Directors receives written confirmation from
each relevant Rating Agency (with such confirmation in no event being required
to be obtained from a particular Rating Agency with respect to definitions or
other provisions relevant only to and adopted in connection with another Rating
Agency's rating of the MMP Shares) that any such modification, alteration or
repeal would not adversely affect the rating then assigned by such Rating
Agency.

                  The terms of the MMP Shares are subject to the Rating Agency
Guidelines, as reflected in a written document and as amended from time to time
by the respective Rating Agency, for so long as the MMP Shares are then rated by
the applicable Rating Agency. Such Rating Agency Guidelines may be amended by
the respective Rating Agency without the vote, consent or approval of the
Company, the Board of Directors and any holder of shares of Preferred Shares,
including any series of MMP Shares, or any other stockholder of the Company.

                  In addition, subject to compliance with applicable law, the
Board of Directors may modify the definition of Maximum Rate to increase the
percentage amount by which the Reference Rate is multiplied to determine the
Maximum Rate shown therein without the vote or consent of the holders of the
Preferred Shares, including the MMP Shares, or any other stockholder of the
Company, and without receiving any confirmation from any rating agency after
consultation with the Broker-Dealers, provided that immediately following any
such increase the Company would be in compliance with the MMP Shares Basic
Maintenance Amount.

                  (j) Unless otherwise required by law, Holders of MMP Shares
shall not have any relative rights or preferences or other special rights other
than those specifically set forth herein. The Holders of MMP Shares shall have
no rights to cumulative voting. If the Company fails to pay any
dividends on the MMP Shares, the exclusive remedy of the Holders shall be the
right to vote for Directors pursuant to the provisions of this Section 6.

                  (k) The foregoing voting provisions will not apply with
respect to the MMP Shares if, at or prior to the time when a vote is required,
such shares have been (i) redeemed or (ii) called for redemption and sufficient
funds shall have been deposited in trust to effect such redemption.

                                      A-12
<PAGE>

         7. Liquidation Rights. (a) Upon the dissolution, liquidation or winding
up of the affairs of the Company, whether voluntary or involuntary, the Holders
of MMP Shares then outstanding, together with holders of shares of any class of
shares ranking on a parity with the MMP Shares upon dissolution, liquidation or
winding up, shall be entitled to receive and to be paid out of the assets of the
Company (or the proceeds thereof) available for distribution to its stockholders
after satisfaction of claims of creditors of the Company an amount equal to the
liquidation preference with respect to such shares. The liquidation preference
for MMP Shares shall be $25,000 per share, plus an amount equal to all
accumulated dividends thereon (whether or not earned or declared but without
interest) to the date payment of such distribution is made in full or a sum
sufficient for the payment thereof is set apart with the Paying Agent. No
redemption premium shall be paid upon any liquidation even if such redemption
premium would be paid upon optional or mandatory redemption of the relevant
shares. In determining whether a distribution (other than upon voluntary or
involuntary liquidation), by dividend, redemption or otherwise, is permitted
under the MGCL, amounts that would be needed, if the Company were to be
dissolved at the time of distribution, to satisfy the liquidation preference of
the MMP Shares will not be added to the Company's total liabilities.

                  (b) If, upon any liquidation, dissolution or winding up of the
affairs of the Company, whether voluntary or involuntary, the assets of the
Company available for distribution among the holders of all outstanding
Preferred Shares, including the MMP Shares, shall be insufficient to permit the
payment in full to holders of the amounts to which they are entitled, then the
available assets shall be distributed among the holders of all outstanding
Preferred Shares, including the MMP Shares, ratably in any distribution of
assets according to the respective amounts which would be payable on all the
shares if all amounts thereon were paid in full.

                  (c) Upon the dissolution, liquidation or winding up of the
affairs of the Company, whether voluntary or involuntary, until payment in full
is made to the holders of MMP Shares of the liquidation distribution to which
they are entitled, no dividend or other distribution shall be made to the
holders of Common Shares or any other class of shares of capital stock of the
Company ranking junior to MMP Shares upon dissolution, liquidation or winding up
and no purchase, redemption or other acquisition for any consideration by the
Company shall be made in respect of the Common Shares or any other class of
shares of capital stock of the Company ranking junior to MMP Shares upon
dissolution, liquidation or winding up.

                  (d) A consolidation, reorganization or merger of the Company
with or into any other trust or company, or a sale, lease or exchange of all or
substantially all of the assets of the Company in consideration for the issuance
of equity securities of another trust or company shall not be deemed to be a
liquidation, dissolution or winding up, whether voluntary or involuntary, for
the purposes of this Section 7.

                  (e) After the payment to the holders of Preferred Shares,
including MMP Shares, of the full preferential amounts provided for in this
Section 7, the holders of Preferred Shares, including MMP Shares, as such shall
have no right or claim to any of the remaining assets of the Company.

                  (f) If the assets of the Company or proceeds thereof
available for distribution to the Holders of MMP Shares, upon any dissolution,
liquidation or winding up of the affairs of the Company, whether voluntary or
involuntary, shall be insufficient to pay in full all amounts to which such
holders are entitled pursuant to paragraph (a) of this Section 7, no such
distribution shall be made on account of any shares of any other class or series
of Preferred Shares ranking on a parity with MMP Shares unless proportionate
distributive amounts shall be paid on account of the MMP Shares, ratably, in
proportion to the full distributable amounts to which holders of all such parity
shares are entitled upon such dissolution, liquidation or winding up.

                                      A-13
<PAGE>

                  (g) Subject to the rights of the holders of shares of any
series or class or classes of stock ranking on a parity with MMP Shares with
respect to the distribution of assets upon dissolution, liquidation or winding
up of the affairs of the Company, after payment shall have been made in full to
the holders of the MMP Shares as provided in paragraph (a) of this Section 7,
but not prior thereto, any other series or class or classes of stock ranking
junior to MMP Shares with respect to the distribution of assets upon
dissolution, liquidation or winding up of the affairs of the Company shall,
subject to any respective terms and provisions (if any) applying thereto, be
entitled to receive any and all assets remaining to be paid or distributed, and
the holders of the MMP Shares shall not be entitled to share therein.

         8. Auction Agent. For so long as any MMP Shares are Outstanding, the
Auction Agent, duly appointed by the Company to so act, shall be in each case a
commercial bank, trust company or other financial institution independent of the
Company and its Affiliates (which, however, may engage or have engaged in
business transactions with the Company or its Affiliates) and at no time shall
the Company or any of its Affiliates act as the Auction Agent in connection with
the Auction Procedures. If the Auction Agent resigns or for any reason its
appointment is terminated during any period that any MMP Shares are outstanding,
the Company shall use its best efforts promptly thereafter to appoint another
qualified commercial bank, trust company or financial institution to act as the
Auction Agent.

         9. 1940 Act MMP Shares Asset Coverage. The Company shall maintain, as
of the last Business Day of each month in which any shares of the MMP Shares are
Outstanding, asset coverage with respect to the MMP Shares which is equal to or
greater than the 1940 Act MMP Shares Asset Coverage; provided, however, that
Section 3(a)(ii) shall be the sole remedy if the Company fails to do so.

         10. MMP Shares Basic Maintenance Amount. So long as the MMP Shares are
Outstanding and Moody's, Fitch or any Other Rating Agency which so requires is
then rating the shares of the MMP Shares, the Company shall maintain, as of each
Valuation Date, Moody's Eligible Assets (if Moody's is then rating the MMP
Shares), Fitch Eligible Assets (if Fitch is then rating the MMP Shares) and (if
applicable) Other Rating Agency Eligible Assets having an aggregate Discounted
Value equal to or greater than the MMP Shares Basic Maintenance Amount;
provided, however, that Section 3(a)(ii) shall be the sole remedy in the event
the Company fails to do so.

         11. Certain Other Restrictions. For so long as any MMP Shares are
Outstanding and any Rating Agency is then rating such shares, the Company will
not, unless it has received written confirmation from each such rating agency
that any such action would not impair the rating then assigned by such Rating
Agency to such shares, engage in certain proscribed transactions set forth in
the Rating Agency Guidelines.

         12. Compliance Procedures for Asset Maintenance Tests. For so long as
any MMP Shares are Outstanding and Moody's, Fitch or any Other Rating Agency
which so requires is then rating such shares, the Company shall deliver to each
rating agency which is then rating MMP Shares and any other party specified in
the Rating Agency Guidelines all certificates that are set forth in the
respective Rating Agency Guidelines regarding 1940 Act MMP Shares Asset
Coverage, MMP Shares Basic Maintenance Amount and/or related calculations at
such times and containing such information as set forth in the respective Rating
Agency Guidelines.

                                      A-14
<PAGE>

         13. Notice. All notices or communications hereunder, unless otherwise
specified in these terms of the MMP Shares, shall be sufficiently given if in
writing and delivered in person, by telecopier, by electronic means or mailed by
first-class mail, postage prepaid. Notices delivered pursuant to this Section 13
shall be deemed given on the earlier of the date received or the date five days
after which such notice is mailed, except as otherwise provided in these
terms of the MMP Shares or by the MGCL for notices of Stockholders' meetings.

         14. Waiver. To the extent permitted by Maryland law, holders of a
1940 Act Majority of the Outstanding Preferred Shares, including the MMP Shares,
acting collectively or voting separately from any other series, may by
affirmative vote waive any provision hereof intended for their respective
benefit in accordance with such procedures as may from time to time be
established by the Board of Directors.

         15. Termination. If no MMP Shares are outstanding, all rights and
preferences of such shares established and designated hereunder shall cease and
terminate, and all obligations of the Company under these terms of the MMP
Shares, shall terminate.

         16. Amendment. Subject to the provisions of these terms of the MMP
Shares, the Board of Directors may, by resolution duly adopted, without
stockholder approval (except as otherwise provided by these terms of the MMP
Shares or required by applicable law), amend these terms of the MMP Shares to
reflect any amendments hereto which the Board of Directors is entitled to adopt
pursuant to the terms of these terms of the MMP Shares without stockholder
approval. To the extent permitted by applicable law, the Board of Directors may
interpret, amend or adjust the provisions of these terms of the MMP Shares to
resolve any inconsistency or ambiguity or to remedy any defect.

                                      A-15
<PAGE>

         17. Definitions. As used in Part I and Part II of these terms of the
MMP Shares, the following terms shall have the following meanings (with terms
defined in the singular having comparable meanings when used in the plural and
vice versa), unless the context otherwise requires:

                  (a) "'AA" Composite Commercial Paper Rate" on any date means
(i) the interest equivalent of the 30-day rate, in the case of a Dividend Period
which is a Standard Dividend Period or shorter, or the 180-day rate, in the case
of all other Dividend Periods on commercial paper on behalf of issuers whose
corporate bonds are rated "AA" by S&P, or the equivalent of such rating by
another nationally recognized rating agency, as announced by the Federal Reserve
Bank of New York for the close of business on the Business Day immediately
preceding such date; or (ii) if the Federal Reserve Bank of New York does not
make available such a rate, then the arithmetic average of the interest
equivalent of such rates on commercial paper placed on behalf of such issuers,
as quoted on a discount basis or otherwise by the Commercial Paper Dealers to
the Auction Agent for the close of business on the Business Day immediately
preceding such date (rounded to the next highest .001 of 1%). If any Commercial
Paper Dealer does not quote a rate required to determine the "AA" Composite
Commercial Paper Rate, such rate shall be determined on the basis of the
quotations (or quotation) furnished by the remaining Commercial Paper Dealers
(or Dealer), if any, or, if there are no such Commercial Paper Dealers, by a
nationally recognized dealer in commercial paper of such issuers then making
such quotations selected by the Company. For purposes of this definition, (A)
"Commercial Paper Dealers" shall mean (1) Citigroup Global Markets Inc., Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman
Sachs & Co.; (2) in lieu of any thereof, its respective Affiliate or successor;
and (3) if any of the foregoing shall cease to quote rates for commercial paper
of issuers of the sort described above, in substitution therefor, a nationally
recognized dealer in commercial paper of such issuers then making such
quotations selected by the Company, and (B) "interest equivalent" of a rate
stated on a discount basis for commercial paper of a given number of days'
maturity shall mean a number equal to the quotient (rounded upward to the next
higher one-thousandth of 1%) of (1) such rate expressed as a decimal, divided by
(2) the difference between (x) 1.00 and (y) a fraction, the numerator of which
shall be the product of such rate expressed as a decimal, multiplied by the
number of days in which such commercial paper shall mature and the denominator
of which shall be 360.

                  (b) "Affiliate" means any person controlled by, in control of
or under common control with the Company; provided that no Broker-Dealer
controlled by, in control of or under common control with the Company shall be
deemed to be an Affiliate nor shall any corporation or any person controlled by,
in control of or under common control with such corporation, one of the
directors, directors or executive officers of which is also a Director of the
Company be deemed to be an Affiliate solely because such Director, director or
executive officer is also a Director of the Company.

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

                  (d) "All Hold Rate" means 80% of the "AA" Composite Commercial
Paper Rate.

                  (e) "Applicable Percentage" means the percentage associated
with the lower of the credit ratings assigned to the MMP Shares by Moody's or
Fitch, as follows:

Moody's Credit Rating        Fitch Credit Rating       Applicable Percentage
---------------------        -------------------       ---------------------
    Aa3 or above                                              200%
    A3 to A1                                                  250%
    Baa3 to Baa1                                              275%
    Below Baa3                                                300%

                  (f) "Applicable Rate" means, with respect to the MMP Shares
for each Dividend Period (i) if Sufficient Clearing Orders exist for the Auction
in respect thereof, the Winning Bid Rate, (ii) if Sufficient Clearing Orders do
not exist for the Auction in respect thereof, the Maximum Applicable Rate, (iii)
in the case where all the MMP Shares are the subject of Hold Orders for the
Auction in respect thereof, the All Hold Rate, and (iv) if an Auction is not
held for any reason (including the circumstance where there is no Auction Agent
or Broker-Dealer), the No Auction Rate.

                  (g) "Asset Coverage Cure Date" has the meaning set forth in
Section 3(a)(ii).

                                      A-16
<PAGE>

                  (h) "Auction" means each periodic operation of the procedures
set forth under "Auction Procedures."

                  (i) "Auction Agent" means ________________________________,
unless and until another commercial bank, trust company, or other financial
institution appointed by a resolution of the Board of Directors enters into an
agreement with the Company to follow the Auction Procedures for the purpose of
determining the Applicable Rate.

                  (j) "Auction Date" means the first Business Day next preceding
the first day of a Dividend Period.

                  (k) "Auction Procedures" means the procedures for conducting
Auctions set forth in Part II hereof.

                  (l) "Beneficial Owner," with respect to MMP Shares, means a
customer of a Broker-Dealer who is listed on the records of that Broker-Dealer
(or, if applicable, the Auction Agent) as a holder of shares of the series.

                  (m) "Bid" shall have the meaning specified in paragraph (a) of
Section 1 of Part II of these terms of the MMP Shares.

                  (n) "Bidder" shall have the meaning specified in paragraph (a)
of Section 1 of Part II of these terms of the MMP Shares; provided, however,
that neither the Company nor any affiliate thereof shall be permitted to be a
Bidder in an Auction, except that any Broker-Dealer that is an affiliate of the
Company may be a Bidder in an Auction, but only if the Orders placed by such
Broker-Dealer are not for its own account.

                  (o) "Board of Directors" or "Board" means the Board of
Directors of the Company or any duly authorized committee thereof as permitted
by applicable law.

                  (p) "Broker-Dealer" means any broker-dealer or broker-dealers,
or other entity permitted by law to perform the functions required of a
Broker-Dealer by the Auction Procedures, that has been selected by the Company
and has entered into a Broker-Dealer Agreement that remains effective.

                  (q) "Broker-Dealer Agreement" means an agreement among the
Auction Agent and a Broker-Dealer, pursuant to which the Broker-Dealer agrees to
follow the Auction Procedures.

                  (r) "Business Day" means a day on which the New York Stock
Exchange is open for trading and which is not a Saturday, Sunday or other day on
which banks in the City of New York, New York are authorized or obligated by law
to close.

                  (s) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (t) "Commercial Paper Dealers" has the meaning set forth in
the definition of AA Composite Commercial Paper Rate.

                  (u) "Commission" means the Securities and Exchange Commission.

                  (v) "Common Shares" means the shares of common stock, par
value $.001 per share, of the Company.

                                      A-17
<PAGE>

                  (w) "Default" has the meaning set forth in Section 2(c)(ii) of
this Part I.

                  (x) "Default Period" has the meaning set forth in Section
2(c)(ii) of this Part I.

                  (y) "Default Rate" means the Reference Rate multiplied by
three (3).

                  (z) "Deposit Securities" means cash and any obligations or
securities, including Short-Term Money Market Instruments that are Eligible
Assets, rated at least AAA, A-1 or SP-1 by S&P, except that, for purposes of
section 3(a)(i) of this Part I, such obligations or securities shall be
considered "Deposit Securities" only if they are also rated at least P-2 by
Moody's.

                  (aa) "Discount Factor" means the Fitch Discount Factor (if
Fitch is then rating the MMP Shares), the Moody's Discount Factor (if Moody's is
then rating the MMP Shares) or any Other Rating Agency Discount Factor (if any
Other Rating Agency is then rating the MMP Shares), whichever is applicable.

                  (bb) "Discounted Value" has the meaning set forth in the
Rating Agency Guidelines.

                  (cc) "Dividend Default" has the meaning set forth in Section
2(c)(ii) of this Part I.

                  (dd) "Dividend Payment Date" with respect to the MMP Shares
means any date on which dividends are payable pursuant to Section 2(b) of this
Part I.

                  (ee) "Dividend Period" means, with respect to the MMP Shares,
the period commencing on the Original Issue Date thereof and ending on the date
specified for such series on the Original Issue Date thereof and thereafter, as
to such series, the period commencing on the day following each Dividend Period
for such series and ending on the day established for such series by the
Company.

                  (ff) "Eligible Assets" means Fitch's Eligible Assets or
Moody's Eligible Assets (if Moody's or Fitch are then rating the MMP Shares)
and/or Other Rating Agency Eligible Assets (if any Other Rating Agency is then
rating the MMP Shares), whichever is applicable.

                  (gg) "Existing Holder," with respect to shares of a series of
MMP Shares, shall mean a Broker-Dealer (or any such other Person as may be
permitted by the Company) that is listed on the records of the Auction Agent as
a holder of shares of such series.

                  (hh) "Fitch" means Fitch Ratings and its successors at law.

                  (ii) "Fitch Discount Factor" means the discount factors set
forth in the Fitch Guidelines for use in calculating the Discounted Value of the
Company's assets in connection with Fitch's ratings of MMP Shares.

                  (jj) "Fitch Guidelines" mean the guidelines provided by Fitch,
as may be amended from time to time, in connection with Fitch's ratings of MMP
Shares.

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

                                      A-18
<PAGE>

                  (ll) "Hold Order" shall have the meaning specified in
paragraph (a) of Section 1 of Part II of these terms of the MMP Shares.

                  (mm) "MMP Shares" means MMP Shares, liquidation preference
$25,000 per share.

                  (nn) "MMP Shares Basic Maintenance Amount" as of any Valuation
Date has the meaning set forth in the Rating Agency Guidelines.

                  (oo) "Mandatory Redemption Date" has the meaning set forth in
Section 3(a)(iii) of this Part I.

                  (pp) "Mandatory Redemption Price" has the meaning set forth in
Section 3(a)(iii) of this Part I.

                  (qq) "Market Value" has the meaning set forth in the Rating
Agency Guidelines.

                  (rr) "Maximum Rate" means, on any date on which the Applicable
Rate is determined, the rate equal to the Applicable Percentage of the Reference
Rate, subject to upward but not downward adjustment in the discretion of the
Board of Directors after consultation with the Broker-Dealers, provided that
immediately following any such increase the Company would be in compliance with
the MMP Shares Basic Maintenance Amount.

                                      A-19
<PAGE>

                  (ss) "Minimum Rate" means, on any Auction Date with respect to
a Dividend Period of 60 days or fewer, 70% of the AA Composite Commercial Paper
Rate at the close of business on the Business Day next preceding such Auction
Date. There shall be no Minimum Rate on any Auction Date with respect to a
Dividend Period of more than the Standard Dividend Period.

                  (tt) "Moody's" means Moody's Investors Service, Inc. or its
successors.

                  (uu) "Moody's Discount Factor" means the discount factors set
forth in the Moody's Guidelines as eligible for use in calculating the
Discounted Value of the Company's assets in connection with Moody's ratings of
MMP Shares.

                  (vv) "Moody's Eligible Assets" means assets of the Company set
forth in the Moody's Guidelines as eligible for inclusion in calculating the
Discounted Value of the Company's assets in connection with Moody's ratings of
MMP Shares.

                  (ww) "Moody's Guidelines" mean the guidelines provided by
Moody's, as may be amended from time to time, in connection with Moody's ratings
of MMP Shares.

                  (xx) "1940 Act" means the Investment Company Act of 1940, as
amended from time to time.

                  (yy) "1940 Act MMP Shares Asset Coverage" means asset
coverage, as determined in accordance with Section 18(h) of the 1940 Act, of at
least 200% with respect to all outstanding senior securities of the Company
which are stock, including all outstanding MMP Shares (or such other asset
coverage as may in the future be specified in or under the 1940 Act as the
minimum asset coverage for senior securities which are stock of a closed-end
investment company as a condition of declaring dividends on its Common Shares),
determined on the basis of values calculated as of a time within 48 hours next
preceding the time of such determination.

                  (zz) "No Auction Rate" means, as of any Auction Date, the
immediately preceding dividend rate applicable to the MMP Shares, plus 25 basis
points; provided, however, that in no event shall the No Auction Rate exceed the
Maximum Rate.

                  (aaa) "Notice of Redemption" means any notice with respect to
the redemption of MMP Shares pursuant to Section 3.

                  (bbb) "Order" shall have the meaning specified in paragraph
(a) of Section 1 of Part II of these terms of the MMP Shares.

                  (ccc) "Original Issue Date" means, with respect to the MMP
Shares, ________, 2004.

                  (ddd) "Other Rating Agency" means any rating agency other than
Fitch or Moody's then providing a rating for the MMP Shares pursuant to the
request of the Company.

                  (eee) "Other Rating Agency Discount Factor" means the discount
factors set forth in the Other Rating Agency Guidelines as eligible for use in
calculating the Discounted Value of the Company's assets in connection with such
Other Rating Agency's ratings of MMP Shares.

                  (fff) "Other Rating Agency Eligible Assets" means assets of
the Company designated by any Other Rating Agency as eligible for inclusion in
calculating the discounted value of the Company's assets in connection with such
Other Rating Agency's rating of MMP Shares.

                                      A-20
<PAGE>

                  (ggg) "Other Rating Agency Guidelines" means the guidelines
provided by each Other Rating Agency, as may be amended from time to time, in
connection with the Other Rating Agency's rating of MMP Shares.

                  (hhh) "Outstanding" or "outstanding" means, as of any date,
MMP Shares theretofore issued by the Company except, without duplication, (i)
any MMP Shares theretofore canceled, redeemed or repurchased by the Company, or
delivered to the Auction Agent for cancellation or with respect to which the
Company has given notice of redemption and irrevocably deposited with the Paying
Agent sufficient funds to redeem such MMP Shares and (ii) any MMP Shares
represented by any certificate in lieu of which a new certificate has been
executed and delivered by the Company. Notwithstanding the foregoing, (A) for
purposes of voting rights (including the determination of the number of shares
required to constitute a quorum), any of the MMP Shares to which the Company or
any Affiliate of the Company shall be the Existing Holder shall be disregarded
and not deemed outstanding; (B) in connection with any Auction, any MMP Shares
as to which the Company or any person known to the Auction Agent to be an
Affiliate of the Company shall be the Existing Holder thereof shall be
disregarded and deemed not to be outstanding; and (C) for purposes of
determining the MMP Shares Basic Maintenance Amount, MMP Shares held by the
Company shall be disregarded and not deemed outstanding but shares held by any
Affiliate of the Company shall be deemed outstanding.

                  (iii) "Paying Agent" means ____________________________,
unless and until another entity appointed by a resolution of the Board of
Directors enters into an agreement with the Company to serve as paying agent.

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

                  (kkk) "Person" or "person" means and includes an individual, a
partnership, a trust, a Company, an unincorporated association, a joint venture
or other entity or a government or any agency or political subdivision thereof.

                  (lll) "Potential Beneficial Owner," with respect to shares of
a series of MMP Shares, shall mean a customer of a Broker-Dealer that is not a
Beneficial Owner of shares of such series but that wishes to purchase shares of
such series, or that is a Beneficial Owner of shares of such series that wishes
to purchase additional shares of such series.

                  (mmm) "Preferred Shares" means the shares of preferred stock,
par value $.001 per share, including the MMP Shares, of the
Company from time to time.

                  (nnn) "Rating Agency" means each of Fitch (if Fitch is then
rating MMP Shares), Moody's (if Moody's is then rating MMP Shares), and any
Other Rating Agency.

                  (ooo) "Rating Agency Guidelines" mean Fitch Guidelines (if
Fitch is then rating MMP Shares), Moody's Guidelines (if Moody's is then rating
MMP Shares) and any Other Rating Agency Guidelines (if any Other Rating Agency
is then rating MMP Shares), whichever is applicable.

                  (ppp) "Redemption Default" has the meaning set forth in
Section 2(c)(ii) of this Part I.

                                      A-21
<PAGE>

                  (qqq) "Redemption Price" has the meaning set forth in Section
3(a)(i) of this Part I.

                  (rrr) "Reference Rate" means, with respect to the
determination of the Maximum Rate and Default Rate, the greater of (1) the
applicable AA Composite Commercial Paper Rate (for a Dividend Period of fewer
than 184 days) or the applicable Treasury Index Rate (for a Dividend Period of
184 days or more), or (2) the applicable LIBOR rate.

                  (sss) "Securities Act" means the Securities Act of 1933, as
amended from time to time.

                  (ttt) "Securities Depository" means The Depository Trust
Company and its successors and assigns or any successor securities depository
selected by the Company that agrees to follow the procedures required to be
followed by such securities depository in connection with the MMP Shares.

                  (uuu) "Sell Order" shall have the meaning specified in
paragraph (a) of Section 1 of Part II of these terms of the MMP Shares.

                  (vvv) "Special Dividend Period" means a Dividend Period that
is not a Standard Dividend Period.

                  (www) "Specific Redemption Provisions" means, with respect to
any Special Dividend Period of more than one year, either, or any combination of
(i) a period (a "Non-Call Period") determined by the Board of Directors after
consultation with the Broker-Dealers, during which the shares subject to such
Special Dividend Period are not subject to redemption at the option of the
Company pursuant to Section 3(a)(ii) and (ii) a period (a "Premium Call
Period"), consisting of a number of whole years as determined by the Board of
Directors after consultation with the Broker-Dealers, during each year of which
the shares subject to such Special Dividend Period shall be redeemable at the
Company's option pursuant to Section 3(a)(i) and/or in connection with any
mandatory redemption pursuant to Section 3(a)(ii) at a price per share equal to
$25,000 plus accumulated but unpaid dividends plus a premium expressed as a
percentage or percentages of $25,000 or expressed as a formula using specified
variables as determined by the Board of Directors after consultation with the
Broker-Dealers.

                  (xxx) "Standard Dividend Period" means a Dividend Period of 60
days.

                  (yyy) "Submission Deadline" means 1:00 P.M., Eastern Standard
time, on any Auction Date or such other time on any Auction Date by which
Broker-Dealers are required to submit Orders to the Auction Agent as specified
by the Auction Agent from time to time.

                  (zzz) "Submitted Bid" shall have the meaning specified in
paragraph (a) of Section 3 of Part II of these terms of the MMP Shares.

                  (aaaa) "Submitted Hold Order" shall have the meaning specified
in paragraph (a) of Section 3 of Part II of these terms of the MMP Shares.

                  (bbbb) "Submitted Order" shall have the meaning specified in
paragraph (a) of Section 3 of Part II of these terms of the MMP Shares.

                                      A-22
<PAGE>

                  (cccc) "Submitted Sell Order" shall have the meaning specified
in paragraph (a) of Section 3 of Part II of these terms of the MMP Shares.

                  (dddd) "Sufficient Clearing Bids" shall have the meaning
specified in paragraph (a) of Section 3 of Part II of these terms of the MMP
Shares.

                  (eeee) "Treasury Index Rate" means the average yield to
maturity for actively traded marketable U.S. Treasury fixed interest rate
securities having the same number of 30-day periods to maturity as the length of
the applicable Dividend Period, determined, to the extent necessary, by linear
interpolation based upon the yield for such securities having the next shorter
and next longer number of 30-day periods to maturity treating all Dividend
Periods with a length greater than the longest maturity for such securities as
having a length equal to such longest maturity, in all cases based upon data set
forth in the most recent weekly statistical release published by the Board of
Governors of the Federal Reserve System (currently in H.15(519)); provided,
however, if the most recent such statistical release shall not have been
published during the 15 days preceding the date of computation, the foregoing
computations shall be based upon the average of comparable data as quoted to the
Company by at least three recognized dealers in U.S. Government securities
selected by the Company.

                  (ffff) "Valuation Date" means every _________, or, if such day
is not a Business Day, the next preceding Business Day; provided, however, that
the first Valuation Date may occur on any other date established by the Company;
provided, further, however, that such date shall be not more than ________ from
the date on which its MMP Shares initially are issued.

                  (gggg) "Winning Bid Rate" has the meaning set forth in Section
3(a)(iii) of Part II of these terms of the MMP Shares.

                  18. Interpretation. References to sections, subsections,
clauses, sub-clauses, paragraphs and subparagraphs are to such sections,
subsections, clauses, sub-clauses, paragraphs and subparagraphs contained in
this Part I or Part II hereof, as the case may be, unless specifically
identified otherwise.

                          PART II: AUCTION PROCEDURES

         1. Orders. (a) Prior to the Submission Deadline on each Auction Date
for shares of a series of MMP Shares:

                      (i) each Beneficial Owner of shares of the series may
         submit to its Broker-Dealer information as to:

                                      A-23
<PAGE>

                           (A) the number of Outstanding shares, if any, of the
                  series held by the Beneficial Owner which the Beneficial Owner
                  desires to continue to hold without regard to the Applicable
                  Rate for shares of the series for the next succeeding Dividend
                  Period of the shares;

                           (B) the number of Outstanding shares, if any, of the
                  series held by the Beneficial Owner which the Beneficial Owner
                  offers to sell if the Applicable Rate for shares of the series
                  for the next succeeding Dividend Period of shares of the
                  series shall be less than the rate per annum specified by the
                  Beneficial Owner; and/or

                           (C) the number of Outstanding shares, if any, of the
                  series held by the Beneficial Owner which the Beneficial Owner
                  offers to sell without regard to the Applicable Rate for
                  shares of the series for the next succeeding Dividend Period
                  of shares of the series; and

                      (ii) one or more Broker-Dealers, using lists of Potential
         Beneficial Owners, shall in good faith for the purpose of conducting a
         competitive Auction in a commercially reasonable manner, contact
         Potential Beneficial Owners (by telephone or otherwise), including
         Persons that are not Beneficial Owners, on such lists to determine the
         number of shares, if any, of that series which each Potential
         Beneficial Owner offers to purchase if the Applicable Rate for shares
         for the next succeeding Dividend Period of shares of that series shall
         not be less than the rate per annum specified by the Potential
         Beneficial Owner.

         For the purposes hereof, the communication by a Beneficial Owner or
Potential Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to the
Auction Agent, of information referred to in clause (i)(A)(i), (B), (i)(C) or
(ii) of this paragraph (a) is hereinafter referred to as an "Order" and
collectively as "Orders" and each Beneficial Owner and each Potential Beneficial
Owner placing an Order with a Broker-Dealer, and such Broker-Dealer placing an
Order with the Auction Agent, is hereinafter referred to as a "Bidder" and
collectively as "Bidders"; an Order containing the information referred to in
clause (i)(A) of this paragraph (a) is hereinafter referred to as a "Hold Order"
and collectively as "Hold Orders"; an Order containing the information referred
to in clause (i)(B) or (ii) of this paragraph (a) is hereinafter referred to as
a "Bid" and collectively as "Bids"; and an Order containing the information
referred to in clause (i)(C) of this paragraph (a) is hereinafter referred to as
a "Sell Order" and collectively as "Sell Orders."

                  (b) (i) A Bid by a Beneficial Owner or an Existing Holder of
         shares of a series of MMP Shares subject to an Auction on any Auction
         Date shall constitute an irrevocable offer to sell:

                           (A) the number of outstanding shares of the series
                  specified in the Bid if the Applicable Rate for shares of the
                  series determined on the Auction Date shall be less than the
                  rate specified therein;

                           (B) the number or a lesser number of outstanding
                  shares of the series to be determined as set forth in clause
                  (iv) of paragraph (a) of Section 4 of this Part II if the
                  Applicable Rate for shares of the series determined on the
                  Auction Date shall be equal to the rate specified therein; or

                           (C) the number of outstanding shares of the series
                  specified in the Bid if the rate specified therein shall be
                  higher than the Maximum Rate for shares of the series, or the
                  number or a lesser number of outstanding shares of the series
                  to be determined as set forth in clause (iii) of paragraph (b)
                  of Section 4 of this Part II if the

                                      A-24
<PAGE>

                  rate specified therein shall be higher than the Maximum Rate
                  for shares of the series and Sufficient Clearing Bids for
                  shares of the series do not exist.

                      (ii) A Sell Order by a Beneficial Owner or an Existing
         Holder of shares of a series of MMP Shares subject to an Auction on any
         Auction Date shall constitute an irrevocable offer to sell:

                           (A) the number of Outstanding shares of the series
                  specified in the Sell Order; or

                           (B) the number or a lesser number of outstanding
                  shares of the series as set forth in clause (iii) of paragraph
                  (b) of Section 4 of this Part II if Sufficient Clearing Bids
                  for shares of the series do not exist;

         provided, however, that a Broker-Dealer that is an Existing Holder with
         respect to shares of a series of MMP Shares shall not be liable to any
         Person for failing to sell the shares pursuant to a Sell Order
         described in the proviso to paragraph (c) of Section 2 of this Part II
         if (1) the shares were transferred by the Beneficial Owner thereof
         without compliance by the Beneficial Owner or its transferee
         Broker-Dealer (or other transferee person, if permitted by the Company)
         with the provisions of Section 7 of this Part II or (2) such
         Broker-Dealer has informed the Auction Agent pursuant to the terms of
         its Broker-Dealer Agreement that, according to the Broker-Dealer's
         records, the Broker-Dealer believes it is not the Existing Holder of
         such shares.

                      (iii) A Bid by a Potential Beneficial Holder or a
         Potential Holder of shares of a series of MMP Shares subject to an
         Auction on any Auction Date shall constitute an irrevocable offer to
         purchase:

                           (A) the number of outstanding shares of the series
                  specified in the Bid if the Applicable Rate for shares of the
                  series determined on the Auction Date shall be higher than the
                  rate specified therein; or

                           (B) the number or a lesser number of outstanding
                  shares of the series as set forth in clause (v) of paragraph
                  (a) of Section 4 of this Part II if the Applicable Rate for
                  shares of the series determined on the Auction Date shall be
                  equal to the rate specified therein.

                           (C) No Order for any number of MMP Shares other than
                  whole shares shall be valid.

         2. Submission of Orders by Broker-Dealers to Auction Agent. (a) Each
Broker-Dealer shall submit in writing to the Auction Agent prior to the
Submission Deadline on each Auction Date all Orders for MMP Shares of a series
subject to an Auction on the Auction Date, designating itself (unless otherwise
permitted by the Company) as an Existing Holder in respect of shares subject to
Orders submitted or deemed submitted to it by Beneficial Owners and as a
Potential Holder in respect of shares subject to Orders submitted to it by
Potential Beneficial Owners, and shall specify with respect to each Order for
the shares:

                      (i) the name of the Bidder placing the Order (which shall
         be the Broker-Dealer unless otherwise permitted by the Company);

                                      A-25
<PAGE>

                      (ii) the aggregate number of shares of the series that are
          the subject of the Order;

                      (iii) to the extent that the Bidder is an Existing Holder
         of shares of the series:

                           (A) the number of shares, if any, of the series
                  subject to any Hold Order of the Existing Holder;

                           (B) the number of shares, if any, of the series
                  subject to any Bid of the Existing Holder and the rate
                  specified in the Bid; and

                           (C) the number of shares, if any, of the series
                  subject to any Sell Order of the Existing Holder; and

                      (iv) to the extent the Bidder is a Potential Holder of
         shares of the series, the rate and number of shares of the series
         specified in the Potential Holder's Bid.

                  (b) If any rate specified in any Bid contains more than three
figures to the right of the decimal point, the Auction Agent shall round the
rate up to the next highest one thousandth (.001) of 1%.

                  (c) If an Order or Orders covering all of the Outstanding MMP
Shares of a series held by any Existing Holder is not submitted to the Auction
Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold
Order to have been submitted by or on behalf of the Existing Holder covering the
number of outstanding shares of the series held by the Existing Holder and not
subject to Orders submitted to the Auction Agent; provided, however, that if an
Order or Orders covering all of the outstanding shares of the series held by any
Existing Holder is not submitted to the Auction Agent prior to the Submission
Deadline for an Auction relating to a Special Dividend Period consisting of more
than 60 Dividend Period Days, the Auction Agent shall deem a Sell Order to have
been submitted by or on behalf of the Existing Holder covering the number of
outstanding shares of the series held by the Existing Holder and not subject to
Orders submitted to the Auction Agent.

                  (d) If one or more Orders of an Existing Holder is submitted
to the Auction Agent covering in the aggregate more than the number of
outstanding MMP Shares of a series subject to an Auction held by the Existing
Holder, the Orders shall be considered valid in the following order of priority:

                      (i) all Hold Orders for shares of the series shall be
         considered valid, but only up to and including in the aggregate the
         number of outstanding shares of the series held by such Existing
         Holder, and if the number of shares of the series subject to Hold
         Orders exceeds the number of outstanding shares of the series held by
         such Existing Holder, the number of shares subject to each Hold Order
         shall be reduced pro rata to cover the number of outstanding shares of
         the series held by such Existing Holder;

                      (ii) (A) any Bid for shares of the series shall be
         considered valid up to and including the excess of the number of
         outstanding shares of the series held by the Existing Holder over the
         number of shares of the series subject to any Hold Orders referred to
         in clause (i) above;

                           (B) subject to subclause (A), if more than one Bid of
                  an Existing Holder for shares of the series is submitted to
                  the Auction Agent with the same rate and the number of
                  Outstanding shares of the series subject to Bids is greater
                  than such excess,

                                      A-26
<PAGE>

                  the Bids shall be considered valid up to and including the
                  amount of the excess, and the number of shares of the series
                  subject to each Bid with the same rate shall be reduced pro
                  rata to cover the number of shares of the series equal to such
                  excess;

                           (C) subject to subclauses (A) and (B), if more than
                  one Bid of an Existing Holder for shares of the series is
                  submitted to the Auction Agent with different rates, the Bids
                  shall be considered valid in the ascending order of their
                  respective rates up to and including the amount of the excess;
                  and

                           (D) in any such event, the number, if any, of
                  Outstanding shares of the series subject to any portion of
                  Bids considered not valid in whole or in part under this
                  clause (ii) shall be treated as the subject of a Bid for
                  shares of the series by or on behalf of a Potential Holder at
                  the rate therein specified; and

                      (iii) all Sell Orders for shares of the series shall be
         considered valid up to and including the excess of the number of
         Outstanding shares of the series held by the Existing Holder over the
         sum of shares of such series subject to valid Hold Orders referred to
         in clause (i) above and valid Bids referred to in clause (ii) above.

                  (e) If more than one Bid for one or more shares of a series of
MMP Shares is submitted to the Auction Agent by or on behalf of any Potential
Holder, each Bid submitted shall be a separate Bid with the rate and number of
shares therein specified.

                  (f) Any Order submitted by a Beneficial Owner or a Potential
Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction
Agent, prior to the Submission Deadline on any Auction Date, shall be
irrevocable.

         3. Determination of Sufficient Clearing Bids, Winning Bid Rate and
Applicable Rate. (a) Not earlier than the Submission Deadline on each Auction
Date for shares of a series of MMP Shares, the Auction Agent shall assemble all
valid Orders submitted or deemed submitted to it by the Broker-Dealers in
respect of shares of the series (each Order as submitted or deemed submitted by
a Broker-Dealer being hereinafter referred to individually as a "Submitted Hold
Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as
a "Submitted Order" and collectively as "Submitted Hold Orders," "Submitted
Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders")
and shall determine for the series:

                      (i) the excess of the number of Outstanding shares of the
         series over the number of Outstanding shares of the series subject to
         Submitted Hold Orders (the excess being hereinafter referred to as the
         "Available MMP Shares" of such series);

                      (ii) from the Submitted Orders for shares of such series
         whether:

                           (A) the number of Outstanding shares of the series
                  subject to Submitted Bids of Potential Holders specifying one
                  or more rates between the Minimum Rate (for Standard Dividend
                  Periods or less, only) and the Maximum Rate (for all Dividend
                  Periods) for shares of the series; exceeds or is equal to the
                  sum of:

                           (B) the number of Outstanding shares of the series
                  subject to Submitted Bids of Existing Holders specifying one
                  or more rates between the Minimum Rate (for Standard Dividend
                  Periods or less, only) and the Maximum Rate (for all Dividend
                  Periods) for shares of the series; and

                                      A-27
<PAGE>

                           (C) the number of Outstanding shares of the series
                  subject to Submitted Sell Orders

         (in the event the excess or the equality exists (other than because the
         number of shares of the series in subclauses (B) and (C) above is zero
         because all of the Outstanding shares of the series are subject to
         Submitted Hold Orders), the Submitted Bids in subclause (A) above being
         hereinafter referred to collectively as "Sufficient Clearing Bids" for
         shares of the series); and

                      (iii) if Sufficient Clearing Bids for shares of the series
         exist, the lowest rate specified in such Submitted Bids (the "Winning
         Bid Rate" for shares of such series) which if:

                           (A) (I) each Submitted Bid of Existing Holders
                  specifying the lowest rate and (II) all other such Submitted
                  Bids of Existing Holders specifying lower rates were rejected,
                  thus entitling the Existing Holders to continue to hold the
                  shares of the series that are subject to the Submitted Bids;
                  and

                           (B) (I) each Submitted Bid of Potential Holders
                  specifying the lowest rate and (II) all other the Submitted
                  Bids of Potential Holders specifying lower rates were
                  accepted;

         would result in such Existing Holders described in subclause (A) above
         continuing to hold an aggregate number of Outstanding shares of the
         series which, when added to the number of Outstanding shares of the
         series to be purchased by the Potential Holders described in subclause
         (B) above, would equal not less than the Available MMP Shares of the
         series.

                  (b) Promptly after the Auction Agent has made the
determinations pursuant to paragraph (a) of this Section 3, the Auction Agent
shall advise the Company of the Minimum Rate and Maximum Rate for shares of the
series of MMP Shares for which an Auction is being held on the Auction Date and,
based on such determination, the Applicable Rate for shares of the series for
the next succeeding Dividend Period thereof as follows:

                      (i) if Sufficient Clearing Bids for shares of the series
         exist, that the Applicable Rate for all shares of the series for the
         next succeeding Dividend Period thereof shall be equal to the Winning
         Bid Rate for shares of the series so determined;

                      (ii) if Sufficient Clearing Bids for shares of the series
         do not exist (other than because all of the Outstanding shares of the
         series are subject to Submitted Hold Orders), that the Applicable Rate
         for all shares of the series for the next succeeding Dividend Period
         thereof shall be equal to the Maximum Rate for shares of the series; or

                      (iii) if all of the Outstanding shares of the series are
         subject to Submitted Hold Orders, that the Applicable Rate for all
         shares of the series for the next succeeding Dividend Period thereof
         shall be All Hold Rate.

         4. Acceptance and Rejection of Submitted Bids and Submitted Sell Orders
and Allocation of Shares. Existing Holders shall continue to hold the MMP Shares
that are subject to Submitted Hold Orders, and, based on the determinations made
pursuant to paragraph (a) of Section 3 of this Part II, the Submitted Bids and
Submitted Sell Orders shall be accepted or rejected by the Auction Agent and the
Auction Agent shall take such other action as set forth below:

                                      A-28
<PAGE>

                  (a) If Sufficient Clearing Bids for shares of a series of MMP
Shares have been made, all Submitted Sell Orders with respect to shares of the
series shall be accepted and, subject to the provisions of paragraphs (d) and
(e) of this Section 4, Submitted Bids with respect to shares of the series shall
be accepted or rejected as follows in the following order of priority and all
other Submitted Bids with respect to shares of the series shall be rejected:

                      (i) Existing Holders' Submitted Bids for shares of the
         series specifying any rate that is higher than the Winning Bid Rate for
         shares of the series shall be accepted, thus requiring each Existing
         Holder to sell the MMP Shares subject to the Submitted Bids;

                      (ii) Existing Holders' Submitted Bids for shares of the
         series specifying any rate that is lower than the Winning Bid Rate for
         shares of the series shall be rejected, thus entitling each Existing
         Holder to continue to hold the MMP Shares subject to the Submitted
         Bids;

                      (iii) Potential Holders' Submitted Bids for shares of the
         series specifying any rate that is lower than the Winning Bid Rate for
         shares of the series shall be accepted;

                      (iv) Each Existing Holder's Submitted Bid for shares of
         the series specifying a rate that is equal to the Winning Bid Rate for
         shares of the series shall be rejected, thus entitling the Existing
         Holder to continue to hold the MMP Shares subject to the Submitted Bid,
         unless the number of Outstanding MMP Shares subject to all Submitted
         Bids shall be greater than the number of MMP Shares ("remaining
         shares") in the excess of the Available MMP Shares of the series over
         the number of MMP Shares subject to Submitted Bids described in clauses
         (ii) and (iii) of this paragraph (a), in which event the Submitted Bid
         of the Existing Holder shall be rejected in part, and the Existing
         Holder shall be entitled to continue to hold MMP Shares subject to the
         Submitted Bid, but only in an amount equal to the number of MMP Shares
         of the series obtained by multiplying the number of remaining shares by
         a fraction, the numerator of which shall be the number of Outstanding
         MMP Shares held by the Existing Holder subject to the Submitted Bid and
         the denominator of which shall be the aggregate number of Outstanding
         MMP Shares subject to the Submitted Bids made by all such Existing
         Holders that specified a rate equal to the Winning Bid Rate for shares
         of the series; and

                      (v) Each Potential Holder's Submitted Bid for shares of
         the series specifying a rate that is equal to the Winning Bid Rate for
         shares of the series shall be accepted but only in an amount equal to
         the number of shares of the series obtained by multiplying the number
         of shares in the excess of the Available MMP Shares of the series over
         the number of MMP Shares subject to Submitted Bids described in clauses
         (ii) through (iv) of this paragraph (a) by a fraction, the numerator of
         which shall be the number of Outstanding MMP Shares subject to the
         Submitted Bid and the denominator of which shall be the aggregate
         number of Outstanding MMP Shares subject to Submitted Bids made by all
         such Potential Holders that specified a rate equal to the Winning Bid
         Rate for shares of the series.

                  (b) If Sufficient Clearing Bids for shares of a series of MMP
Shares have not been made (other than because all of the Outstanding shares of
the series are subject to Submitted Hold Orders), subject to the provisions of
paragraph (d) of this Section 4, Submitted Orders for shares of the series shall
be accepted or rejected as follows in the following order of priority and all
other Submitted Bids for shares of the series shall be rejected:

                      (i) Existing Holders' Submitted Bids for shares of the
         series specifying any rate that is equal to or lower than the Maximum
         Rate for shares of the series shall be rejected,

                                      A-29
<PAGE>

         thus entitling Existing Holders to continue to hold the MMP Shares
         subject to the Submitted Bids;

                      (ii) Potential Holders' Submitted Bids for shares of the
         series specifying any rate that is equal to or lower than the Maximum
         Rate for shares of the series shall be accepted; and

                      (iii) Each Existing Holder's Submitted Bid for shares of
         the series specifying any rate that is higher than the Maximum Rate for
         shares of the series and the Submitted Sell Orders for shares of the
         series of each Existing Holder shall be accepted, thus entitling each
         Existing Holder that submitted or on whose behalf was submitted any
         Submitted Bid or Submitted Sell Order to sell the shares of the series
         subject to the Submitted Bid or Submitted Sell Order, but in both cases
         only in an amount equal to the number of shares of such series obtained
         by multiplying the number of shares of the series subject to Submitted
         Bids described in clause (ii) of this paragraph (b) by a fraction, the
         numerator of which shall be the number of Outstanding shares of the
         series held by the Existing Holder subject to such Submitted Bid or
         Submitted Sell Order and the denominator of which shall be the
         aggregate number of Outstanding shares of such series subject to all
         such Submitted Bids and Submitted Sell Orders.

                  (c) If all of the Outstanding shares of a series of MMP Shares
are subject to Submitted Hold Orders, all Submitted Bids for shares of the
series shall be rejected.

                  (d) If, as a result of the procedures described in clause (iv)
or (v) of paragraph (a) or clause (iii) of paragraph (b) of this Section 4, any
Existing Holder would be entitled or required to sell, or any Potential Holder
would be entitled or required to purchase, a fraction of a share of a series of
MMP Shares on any Auction Date, the Auction Agent shall, in the manner as it
shall determine in its sole discretion, round up or down the number of MMP
Shares of the series to be purchased or sold by any Existing Holder or Potential
Holder on the Auction Date as a result of the procedures so that the number of
shares so purchased or sold by each Existing Holder or Potential Holder on the
Auction Date shall be whole shares of MMP Shares.

                  (e) If, as a result of the procedures described in clause (v)
of paragraph (a) of this Section 4, any Potential Holder would be entitled or
required to purchase less than a whole share of a series of MMP Shares on any
Auction Date, the Auction Agent shall, in the manner as it shall determine in
its sole discretion, allocate MMP Shares of the series or purchase among
Potential Holders so that only whole shares of MMP Shares of the series are
purchased on the Auction Date as a result of such procedures by any Potential
Holder, even if the allocation results in one or more Potential Holders not
purchasing MMP Shares of the series on the Auction Date.

                  (f) Based on the results of each Auction for shares of a
series of MMP Shares, the Auction Agent shall determine the aggregate number of
shares of the series to be purchased and the aggregate number of shares of the
series to be sold by Potential Holders and Existing Holders and, with respect to
each Potential Holder and Existing Holder, to the extent that the aggregate
number of shares to be purchased and the aggregate number of shares to be sold
differ, determine to which other Potential Holder(s) or Existing Holder(s) they
shall deliver, or from which other Potential Holder(s) or Existing Holder(s)
they shall receive, as the case may be, MMP Shares of the series.
Notwithstanding any provision of the Auction Procedures or the Settlement
Procedures to the contrary, in the event an Existing Holder or Beneficial Owner
of shares of a series of MMP Shares with respect to whom a Broker-Dealer
submitted a Bid to the Auction Agent for the shares that was accepted in whole
or in part, or submitted or is deemed to have submitted a Sell Order for such
shares that was accepted in whole or in part, fails to instruct its Agent Member
to deliver the shares against payment therefor, partial deliveries of MMP

                                      A-30
<PAGE>

Shares that have been made in respect of Potential Holders' or Potential
Beneficial Owners' Submitted Bids for shares of the series that have been
accepted in whole or in part shall constitute good delivery to such Potential
Holders and Potential Beneficial Owners.

                  (g) Neither the Company nor the Auction Agent nor any
affiliate of either shall have any responsibility or liability with respect to
the failure of an Existing Holder, a Potential Holder, a Beneficial Owner, a
Potential Beneficial Owner or its respective Agent Member to deliver MMP Shares
of any series or to pay for MMP Shares of any series sold or purchased pursuant
to the Auction Procedures or otherwise.

         SECOND: The Money Market Cumulative Preferred Shares have been
classified and designated by the Board of Directors under the authority
contained in the Charter.

         THIRD: These Articles Supplementary have been approved by the Board of
Directors in the manner and by the vote required by law.

         FOURTH: The undersigned President of the Corporation acknowledges these
Articles Supplementary to be the corporate act of the Corporation and, as to all
matters or facts required to be verified under oath, the undersigned President
acknowledges that, to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties of perjury.

                            [SIGNATURE PAGE FOLLOWS]


                                      A-31
<PAGE>

         IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be signed in its name and on its behalf by its President and
attested to by its Secretary on this ____ day of _____________, 2004.

ATTEST:                                      TORTOISE ENERGY INFRASTRUCTURE
                                             CORPORATION


_______________________________              __________________________________
[NAME]                                       [NAME]
Secretary                                    President


                                      A-32

<PAGE>


                                   APPENDIX B-
                              RATING OF INVESTMENTS

                          STANDARD & POOR'S CORPORATION

A brief description of the applicable Standard & Poor's Corporation, a division
of The McGraw-Hill Companies ("Standard & Poor's" or "S&P"), rating symbols and
their meanings (as published by S&P) follows:

         A Standard & Poor's issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial obligation,
a specific class of financial obligations, or a specific financial program
(including ratings on medium term note programs and commercial paper programs).
It takes into consideration the creditworthiness of guarantors, insurers, or
other forms of credit enhancement on the obligation. The issue credit rating is
not a recommendation to purchase, sell, or hold a financial obligation, inasmuch
as it does not comment as to market price or suitability for a particular
investor.

         Issue credit ratings are based on current information furnished by the
obligors or obtained by Standard & Poor's from other sources it considers
reliable. Standard & Poor's does not perform an audit in connection with any
credit rating and may, on occasion, rely on unaudited financial information.
Credit ratings may be changed, suspended, or withdrawn as a result of changes
in, or unavailability of, such information, or based on other circumstances.

         Issue credit ratings can be either long-term or short-term. Short-term
ratings are generally assigned to those obligations considered short-term in the
relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days - including commercial paper.

         Short-term ratings are also used to indicate the creditworthiness of an
obligor with respect to put features on long-term obligations. The result is a
dual rating, in which the short-term ratings address the put feature, in
addition to the usual long-term rating. Medium-term notes are assigned long-term
ratings.

LONG-TERM ISSUE CREDIT RATINGS

         Issue credit ratings are based in varying degrees, on the following
considerations:

         1. Likelihood of payment - capacity and willingness of the
obligor to meet its financial commitment on an obligation in accordance with the
terms of the obligation;

         2. Nature of and provisions of the obligation; and

         3. Protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization, or other arrangement
under the laws of bankruptcy and other laws affecting creditors' rights. The
issue ratings definitions are expressed in terms of default risk. As such, they
pertain to senior obligations of an entity. Junior obligations are typically
rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above.

         "AAA" -- An obligation rated 'AAA' has the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.

         "AA" -- An obligation rated 'AA' differs from the highest-rated
obligations only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.


                                      B-1
<PAGE>


         "A" -- An obligation rated 'A' is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong.

         BBB -- An obligation rated 'BBB' exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

         BB, B, CCC, CC, AND C -- Obligations rated 'BB', 'B', 'CCC', 'CC', and
'C' are regarded as having significant speculative characteristics. 'BB'
indicates the least degree of speculation and 'C' the highest. While such
obligations will likely have some quality and protective characteristics, these
may be outweighed by large uncertainties or major exposures to adverse
conditions.

         BB -- An obligation rated 'BB' is less vulnerable to nonpayment than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions, which could
lead to the obligor's inadequate capacity to meet its financial commitment on
the obligation.

         B -- An obligation rated 'B' is more vulnerable to nonpayment than
obligations rated 'BB', but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.

         CCC -- An obligation rated 'CCC' is currently vulnerable to nonpayment
and is dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

         CC -- An obligation rated 'CC' is currently highly vulnerable to
nonpayment.

         C -- The 'C' rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but payments on this
obligation are being continued.

         D -- An obligation rated 'D' is in payment default. The 'D' rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The 'D'
rating also will be used upon the filing of a bankruptcy petition or the taking
of a similar action if payments on an obligation are jeopardized.

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

         "c" -- The 'c' subscript is used to provide additional information to
investors that the bank may terminate its obligation to purchase tendered bonds
if the long-term credit rating of the issuer is below an investment-grade level
and/or the issuer's bonds are deemed taxable.

         "P" -- The letter 'p' indicates that the rating is provisional. A
provisional rating assumes the successful completion of the project financed by
the debt being rated and indicates that payment of debt service requirements is
largely or entirely dependent upon the successful, timely completion of the
project. This rating, however, while addressing credit quality subsequent to
completion of the project, makes no comment on the likelihood of or the risk of
default upon failure of such completion. The investor should exercise his own
judgment with respect to such likelihood and risk.


                                      B-2
<PAGE>

         "*" -- Continuance of the ratings is contingent upon Standard & Poor's
receipt of an executed copy of the escrow agreement or closing documentation
confirming investments and cash flows.

         "r" -- The 'r' highlights derivative, hybrid, and certain other
obligations that Standard & Poor's believes may experience high volatility or
high variability in expected returns as a result of noncredit risks. Examples of
such obligations are securities with principal or interest return 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.

         N.R. -- Not rated.

         Debt obligations of issuers outside the United States and its
territories are rated on the same basis as domestic corporate and municipal
issues. The ratings measure the creditworthiness of the obligor but do not take
into account currency exchange and related uncertainties.

BOND INVESTMENT QUALITY STANDARDS

         Under present commercial bank regulations issued by the Comptroller of
the Currency, bonds rated in the top four categories ('AAA', 'AA', 'A', 'BBB',
commonly known as investment-grade ratings) generally are regarded as eligible
for bank investment. Also, the laws of various states governing legal
investments impose certain rating or other standards for obligations eligible
for investment by savings banks, trust companies, insurance companies, and
fiduciaries in general.

SHORT-TERM ISSUE CREDIT RATINGS

NOTES

         A Standard & Poor's note ratings reflects the liquidity factors and
market access risks unique to notes. Notes due in three years or less will
likely receive a note rating. Notes maturing beyond three years will most likely
receive a long-term debt rating. The following criteria will be used in making
that assessment:

         Amortization schedule -- the larger the final maturity relative to
other maturities, the more likely it will be treated as a note; and

         Source of payment -- the more dependent the issue is on the market for
its refinancing, the more likely it will be treated as a note.

         Note rating symbols are as follows:

         "SP-1" -- Strong capacity to pay principal and interest. An issue
determined to possess a very strong capacity to pay debt service is given a plus
(+) designation.

         "SP-2" -- Satisfactory capacity to pay principal and interest, with
some vulnerability to adverse financial and economic changes over the term of
the notes.

         "SP-3" -- Speculative capacity to pay principal and interest.

         A note rating is not a recommendation to purchase, sell, or hold a
security inasmuch as it does not comment as to market price or suitability for a
particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.


                                      B-3
<PAGE>

         S&P does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in or unavailability of such
information or based on other circumstances.

COMMERCIAL PAPER

         An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. Ratings are graded into several categories, ranging from 'A-1' for the
highest quality obligations to 'D' for the lowest. These categories are as
follows:

         "A-1" -- A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that the
obligor's capacity to meet its financial commitment on these obligations is
extremely strong.

         "A-2" -- A short-term obligation rated 'A-2' is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rating categories. However, the obligor's
capacity to meet its financial commitment on the obligation is satisfactory.

         "A-3" -- A short-term obligation rated 'A-3' exhibits adequate
protection parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the obligor to
meet its financial commitment on the obligation.

         "B" -- A short-term obligation rated 'B' is regarded as having
significant speculative characteristics. The obligor currently has the capacity
to meet its financial commitment on the obligation; however, it faces major
ongoing uncertainties which could lead to the obligor's inadequate capacity to
meet its financial commitment on the obligation.

         "C" -- A short-term obligation rated 'C' is currently vulnerable to
nonpayment and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the obligation.

         "D" -- A short-term obligation rated 'D' is in payment default. The 'D'
rating category is used when payments on an obligation are not made on the date
due even if the applicable grace period has not expired, unless Standard &
Poor's believes that such payments will be made during such grace period. The
'D' rating also will be used upon the filing of a bankruptcy petition or the
taking of a similar action if payments on an obligation are jeopardized.

         A commercial rating is not a recommendation to purchase, sell, or hold
a security inasmuch as it does not comment as to market price or suitability for
a particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.

         S&P does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in or unavailability of such
information or based on other circumstances.

                         MOODY'S INVESTORS SERVICE, INC.

         A brief description of the applicable Moody's Investors Service, Inc.
("Moody's") rating symbols and their meanings (as published by Moody's) follows:


                                      B-4
<PAGE>

MUNICIPAL BONDS

         "Aaa" -- Bonds which are rated 'Aaa' 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 which are rated 'Aa' 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 which are rated 'A' 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 which are rated 'Baa' are considered as 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" -- Bonds which are rated 'Ba' are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.

         "B" -- Bonds which are rated 'B' generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

         "Caa" -- Bonds which are rated 'Caa' are of poor standing. Such issues
may be in default or there may be present elements of danger with respect to
principal or interest.

         "Ca" -- Bonds which are rated 'Ca' represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

         "C" -- Bonds which are rated 'C' are the lowest rated class of bonds,
and issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

         "#(hatchmark)" -- Represents issues that are secured by escrowed funds
held in cash, held in trust, invested and reinvested in direct, non-callable,
non-prepayable United States government obligations or non-callable,
non-prepayable obligations unconditionally guaranteed by the U.S. Government,
Resolution Funding Corporation debt obligations.

         "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 (a) earnings of projects under
construction (b) earnings of projects unseasoned in operation experience (c)
rentals which begin when facilities are completed or (d) payments to which some
other limiting condition attaches. The


                                      B-5
<PAGE>

parenthetical rating denotes probable credit stature upon completion of
construction or elimination of the basis of the condition.

         "(P)" -- When applied to forward delivery bonds, indicates 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: Moody's applies numerical modifiers 1, 2 and 3 in each generic
rating classification from Aa through Caa. The modifier 1 indicates that the
issue ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks
in the lower end of its generic rating category.

SHORT-TERM LOANS

         "MIG 1/VMIG 1" -- This designation denotes superior credit quality.
Excellent protection is afforded by established cash flows, highly reliable
liquidity support, or demonstrated broad-based access to the market for
refinancing.

         "MIG 2/VMIG 2" -- This designation denotes strong credit quality.
Margins of protection are ample, although not as large as in the preceding
group.

         "MIG 3/VMIG 3" -- This designation denotes acceptable credit quality.
Liquidity and cash-flow protection may be narrow, and market access for
refinancing is likely to be less well-established.

         "SG"-- This designation denotes speculative-grade credit quality. Debt
instruments in this category may lack sufficient margins of protection.

COMMERCIAL PAPER

         Issuers (or supporting institutions) rated Prime-1 have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability 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 earnings coverage of fixed financial charges and high
internal cash generation.

         Well-established access to a range of financial markets and assured
sources of alternate liquidity.

         Issuers (or supporting institutions) rated Prime-2 have a strong
ability for repayment of senior short-term debt 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, may be more subject
to variation than is the case for Prime-2 securities. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.


                                      B-6
<PAGE>

         Issuers (or supporting institutions) rated Prime-3 have an acceptable
ability for repayment of senior short-term debt obligations. The effect 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.

         Issuers rated Not Prime do not fall within any of the Prime rating
categories.

                                  FITCH RATINGS

         A brief description of the applicable Fitch Ratings ("Fitch") ratings
symbols and meanings (as published by Fitch) follows:

LONG-TERM CREDIT RATINGS

INVESTMENT GRADE

         "AAA" -- Highest credit quality. 'AAA' ratings denote the lowest
expectation of credit risk. They are assigned only in case of exceptionally
strong capacity for timely payment of financial commitments. This capacity is
highly unlikely to be adversely affected by foreseeable events.

         "AA" -- Very high credit quality. 'AA' ratings denote a very low
expectation of credit risk. They indicate very strong capacity for timely
payment of financial commitments. This capacity is not significantly vulnerable
to foreseeable events.

         "A" -- High credit quality. 'A' ratings denote a low expectation of
credit risk. The capacity for timely payment of financial commitments is
considered strong. This capacity may, nevertheless, be more vulnerable to
changes in circumstances or in economic conditions than is the case for higher
ratings.

         "BBB" -- Good credit quality. 'BBB' ratings indicate that there is
currently a low expectation of credit risk. The capacity for timely payment of
financial commitments is considered adequate, but adverse changes in
circumstances and in economic conditions are more likely to impair this
capacity. This is the lowest investment-grade category.

SPECULATIVE GRADE

         "BB" -- Speculative. 'BB' ratings indicate that there is a possibility
of credit risk developing, particularly as the result of adverse economic change
over time; however, business or financial alternatives may be available to allow
financial commitments to be met. Securities rated in this category are not
investment grade.

         "B" -- Highly speculative. 'B' ratings indicate that significant credit
risk is present, but a limited margin of safety remains. Financial commitments
are currently being met; however, capacity for continued payment is contingent
upon a sustained, favorable business and economic environment.

         "CCC", "CC", "C" -- High default risk. Default is a real possibility.
Capacity for meeting financial commitments is solely reliant upon sustained,
favorable business or economic developments. A 'CC' rating indicates that
default of some kind appears probable. ' C' ratings signal imminent default.

         "DDD", "DD", And "D" Default -- The ratings of obligations in this
category are based on their prospects for achieving partial or full recovery in
a reorganization or liquidation of the obligor. While


                                      B-7
<PAGE>

expected recovery values are highly speculative and cannot be estimated with any
precision, the following serve as general guidelines. 'DDD' obligations have the
highest potential for recovery, around 90%-100% of outstanding amounts and
accrued interest. 'DD' indicates potential recoveries in the range of 50%-90%,
and 'D' the lowest recovery potential, i.e., below 50%. Entities rated in this
category have defaulted on some or all of their obligations. Entities rated
'DDD' have the highest prospect for resumption of performance or continued
operation with or without a formal reorganization process. Entities rated 'DD'
and 'D' are generally undergoing a formal reorganization or liquidation process;
those rated 'DD' are likely to satisfy a higher portion of their outstanding
obligations, while entities rated 'D' have a poor prospect for repaying all
obligations.

SHORT-TERM CREDIT RATINGS

         A short-term rating has a time horizon of less than 12 months for most
obligations, or up to three years for U.S. public finance securities, and thus
places greater emphasis on the liquidity necessary to meet financial commitments
in a timely manner.

         "F1" -- Highest credit quality. Indicates the strongest capacity for
timely payment of financial commitments; may have an added "+" to denote any
exceptionally strong credit feature.

         "F2" -- Good credit quality. A satisfactory capacity for timely payment
of financial commitments, but the margin of safety is not as great as in the
case of the higher ratings.

         "F3" -- Fair credit quality. The capacity for timely payment of
financial commitments is adequate; however, near-term adverse changes could
result in a reduction to non-investment grade. B Speculative. Minimal capacity
for timely payment of financial commitments, plus vulnerability to near-term
adverse changes in financial and economic conditions.

         "B" -- Speculative Minimal capacity for timely payment of financial
commitments, plus vulnerability to near-term adverse changes in financial and
economic conditions.

         "C" -- High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon a sustained, favorable
business and economic environment.

         "D" -- Default. Denotes actual or imminent payment default.

         Notes to Long-term and Short-term ratings:

         "+" or "-" may be appended to a rating to denote relative status within
major rating categories. Such suffixes are not added to the 'AAA' Long-term
rating category, to categories below 'CCC', or to Short-term ratings other than
'F1'.

         "NR" indicates that Fitch Ratings does not rate the issuer or issue in
question.
         "Withdrawn" -- A rating is withdrawn when Fitch Ratings deems the
amount of information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.

         "Rating Watch" -- Ratings are placed on Rating Watch to notify
investors that there is a reasonable probability of a rating change and the
likely direction of such change. These are designated as "Positive", indicating
a potential upgrade, "Negative", for a potential downgrade, or "Evolving", if
ratings may be raised, lowered or maintained. Rating Watch is typically resolved
over a relatively short period.

         A Rating Outlook indicates the direction a rating is likely to move
over a one to two year period. Outlooks may be positive, stable, or negative. A
positive or negative Rating Outlook does not imply a


                                      B-8
<PAGE>

rating change is inevitable. Similarly, ratings for which outlooks are 'stable'
could be downgraded before an outlook moves to positive or negative if
circumstances warrant such an action. Occasionally, Fitch Ratings may be unable
to identify the fundamental trend. In these cases, the Rating Outlook may be
described as evolving.

                                      B-9
<PAGE>





                   Tortoise Energy Infrastructure Corporation

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

                       STATEMENT OF ADDITIONAL INFORMATION

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

                               ____________, 2004


<PAGE>


                           PART C - OTHER INFORMATION

ITEM 24:  FINANCIAL STATEMENTS AND EXHIBITS

         1.    Financial Statements:

         The Registrant's statement of assets and liabilities (balance sheet)
dated _________ __, 2004, notes to that financial statement and report of
independent public accountants thereon will be filed with a pre-effective
amendment to the Registrant's Registration Statement.

         2.    Exhibits:

               a.1.     Articles of Incorporation.1
               a.2.     Articles of Amendment and Restatement. 2
               a.3.     Form of Articles Supplementary.  Filed herewith as
                        Appendix A to the Statement of Additional Information
                        contained herein.
               b.1.     By-laws. 1
               b.2.     Amended and Restated By-Laws. 2
               c.       None.
               d.1.     Form of Preferred Stock Certificate.*
               d.2.     Fitch Guidelines and Moody's Guidelines.*
               e.       Form of Terms and Conditions of the Dividend
                        Reinvestment Plan. 2
               f.       Not applicable.
               g.1.     Form of Investment Advisory Agreement with Tortoise
                        Capital Advisors, L.L.C. 2
               g.2.     Form of Reimbursement Agreement. 2
               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. 2
               k.1      Form of Stock Transfer Agency Agreement. 2
               k.2      Form of Administration Agreement. 2
               k.3      Form of Fund Accounting Agreement. 2
               l.       Opinion of Venable LLP *
               m.       Not applicable.
               n.1.     Opinion of Vedder Price Kaufman & Kammholz, P.C.*
               n.2.     Consent of Auditors. *
               o.       Not applicable.
               p.       Subscription Agreement. 2
               q.       None.
               r.       Code of Ethics for the Registrant and the Adviser. 2
               s.       Powers of Attorney. 2

(*)      To be filed by amendment.
(1)      Incorporated by reference to Registrant's Registration Statement on
         Form N-2, filed on October 31, 2003 (File Nos. 333-110143 and
         811-21462).
(2)      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).
(3)      Incorporated by reference to Pre-Effective Amendment No. 3 to
         Registrant's Registration Statement on Form N-2, filed on February 20,
         2004 (File Nos. 333-110143 and 811-21462).

                                      C-1

<PAGE>


ITEM 25:  MARKETING ARRANGEMENTS

         Reference will be made to the underwriting agreement for the
Registrant's MMP Shares to be filed in an amendment to the Registrant's
Registration Statement.

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:

Registration fees.......................................            $*
Directors' Fees and Expenses............................             *
Printing (other than certificates)......................             *
Accounting fees and expenses............................             *
Legal fees and expenses.................................             *
NASD fee................................................             *
Miscellaneous...........................................             *
                                                                    --
   Total................................................            $*
                                                                    ==
* To be completed by amendment

ITEM 27.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

         None.

ITEM 28.  NUMBER OF HOLDERS OF SECURITIES

         As of __________, 2004, the number or record holders of each class of
securities of the Registrant was:

               TITLE OF CLASS                   NUMBER OF RECORD HOLDERS
-----------------------------------------       ------------------------
Common Shares ($0.001 par value).........

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,


                                      C-2

<PAGE>


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 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.

                                      C-3


<PAGE>


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 or at
the offices of the transfer agent, Computershare Investor Services, LLC, Two
North LaSalle Street, Chicago, Illinois 60602 or at the offices of the
administrator, U.S. Bankcorp 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.

               (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.

                                      C-4


<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 23rd day
of April, 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.



/s/ Terry C. Matlack*      Director and Treasurer (Principal      April 23, 2004
-------------------------- Financial and Accounting Officer)
Terry C. Matlack

/s/ Conrad S. Ciccotello*               Director                  April 23, 2004
--------------------------
Conrad S. Ciccotello

/s/ John R. Graham*                     Director                  April 23, 2004
--------------------------
John R. Graham

/s/ Charles E. Heath*                   Director                  April 23, 2004
--------------------------
Charles E. Heath

/s/ H. Kevin Birzer*                    Director                  April 23, 2004
--------------------------
H. Kevin Birzer

/s/ David J. Schulte       President and Chief Executive Officer  April 23, 2004
--------------------------      (Principal Executive Officer)
David J. Schulte

* By David J. Schulte pursuant to power of attorney, filed on January 30, 2004
  in connection with 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) and is hereby incorporated by reference.


<PAGE>


                                  EXHIBIT INDEX

               a.1.     Articles of Incorporation.1
               a.2.     Articles of Amendment and Restatement. 2
               a.3.     Form of Articles Supplementary.  Filed herewith as
                        Appendix A to the Statement of Additional Information
                        contained herein.
               b.1.     By-laws. 1
               b.2.     Amended and Restated By-Laws. 2
               c.       None.
               d.1.     Form of Preferred Stock Certificate.*
               d.2.     Fitch Guidelines and Moody's Guidelines.*
               e.       Form of Terms and Conditions of the Dividend
                        Reinvestment Plan. 2
               f.       Not applicable.
               g.1.     Form of Investment Advisory Agreement with Tortoise
                        Capital Advisors, L.L.C. 2
               g.2.     Form of Reimbursement Agreement. 2
               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. 2
               k.1      Form of Stock Transfer Agency Agreement. 2
               k.2      Form of Administration Agreement. 2
               k.3      Form of Fund Accounting Agreement. 2
               l.       Opinion of Venable LLP *
               m.       Not applicable.
               n.1.     Opinion of Vedder Price Kaufman & Kammholz, P.C.*
               n.2.     Consent of Auditors. *
               o.       Not applicable.
               p.       Subscription Agreement. 2
               q.       None.
               r.       Code of Ethics for the Registrant and the Adviser. 2
               s.       Powers of Attorney. 2


(*)      To be filed by amendment.
(1)      Incorporated by reference to Registrant's Registration Statement on
         Form N-2, filed on October 31, 2003 (File Nos. 333-110143 and
         811-21462).
(2)      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).
(3)      Incorporated by reference to Pre-Effective Amendment No. 3 to
         Registrant's Registration Statement on Form N-2, filed on February 20,
         2004 (File Nos. 333-110143 and 811-21462).


</TEXT>
</DOCUMENT>
