Duke Energy Income Fund Completes IPO

On December 20, 2005, Duke Energy Income Fund completed its initial public offering of 14,000,000 trust units for gross proceeds of $140 million. An additional 1,400,000 trust units were issued on January 13, 2006 pursuant to the underwriters' over-allotment option for additional gross proceeds of $14 million. The proceeds of the IPO were used by the Fund to acquire an indirect approximate 42.41 per cent interest in Duke Energy Facilities LP, which in turn acquired all of the outstanding common shares of Duke Energy Midstream Services Canada Corp. Duke Energy Midstream is one of the largest independent midstream operators in the western Canadian sedimentary basin.

The underwriting syndicate for the offering was co-led by CIBC World Markets Inc. and Scotia Capital Inc. and included BMO Nesbitt Burns Inc., TD Securities Inc., Canaccord Capital Corp. and Clarus Securities Inc.

Duke was represented by Bruce Pydee, vice-president, external relations and general counsel, and Kelly Stark-Anderson, assistant general counsel and secretary, as well as by McCarthy Tétrault LLP with a team that included Richard Balfour, John Osler, Robert Depoe, Barclay Laughland, Joyce Lee, Cathy Samuel, Lorie Wheeler, Ranj Sangra, Chris Beardsmore, Salman Manki, Steve Lowry and Paul Varga (corporate), Douglas Ewens, Q.C., (tax) and Byran Gibson, Linda Brown and Sarah Bird (banking).

The underwriting syndicate was represented by Bennett Jones LLP with a team that included John Kousinioris, Beth Riley and Jane Brindle (corporate), Naomi Sanderson (environmental) and Darcy Moch (tax).

Concurrently with the IPO, the Fund entered into a $200 million credit facility with CIBC and Bank of Montreal as co-lead arrangers and CIBC, Bank of Montreal, Toronto-Dominion Bank of Canada and Bank of Nova Scotia as lenders, as well as a $10 million operating facility with Bank of Nova Scotia. The banks were represented by Blake, Cassels & Graydon LLP with a team that included Dan Fournier, Kevin Fougere, Jonathan Troyer and Nick Tropak.

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