Richard Green - Chairman David Schulte - President and CEO Rebecca Sandring - Chief Accounting Officer, Treasurer and Secretary Katheryn Mueller - IR

Craig Mailman - KeyBanc TJ Schultz - RBC Capital Markets Praneeth Satish - Wells Fargo

Greetings and welcome to the CorEnergy Second Quarter Earnings Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator Instructions). As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Katheryn Mueller, Investor Relations for CorEnergy. Thank you, Ms. Mueller. You may begin.

Thank you and welcome to the CorEnergy Infrastructure Trust second quarter 2013 earnings call. I'm joined today by CorEnergy Chairman Rick Green; CEO and President, David Schulte; and Treasurer and Chief Accounting Officer, Becky Sandring. An audio replay of our conference call and information included in our press release issued Friday, as well as the presentation materials for this call, are available at corenergy.corridortrust.com We would like to remind you that statements made during the course of this presentation that are not purely historical may be forward-looking statements regarding CorEnergy's or management's intentions, estimates, projections, assumptions, beliefs, expectations and strategies for the future. All such forward-looking statements are intended to be subject to the Safe Harbor protection available under applicable securities law. Because such statements deal with future events, they are subject to various risks and uncertainties and actual outcomes and results might differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in our filings with the SEC. These documents can be accessed through the Investor Relations section of our website. We do not update our forward-looking statements. At this time, I will turn the call over to CorEnergy President and CEO, Dave Schulte.

Thank you and welcome to today's call. At the beginning of this calendar year, we expressed our commitment to three key objectives; one, to provide our shareholders with stable dividends, and have the potential for long term growth; two, to meet they test to and qualify to the be treated as in REIT in 2013; and three, to grow shareholder value through accretive acquisitions of energy infrastructure real property, and we believe we are on track to deliver against those three objectives. Starting on slide 3, we maintain a disciplined approach through evaluating assets during the quarter, in order to deliver the investment characteristics of the energy infrastructure asset class. We intend to own assets, which have long useful lives, are critical to some economic activity, with high barriers to entry that provide recurring revenue, via contracted rents from triple-net participating leases. By adhering to this criteria in our ownership of infrastructure assets, CorEnergy seeks to provide an investment vehicle, with a high cash flow component of full return, low correlation with other assets in your portfolios, attractive risk-adjusted total return with inflation protection through growth protection in those cash flows, and we obtain growth potential primarily through variable components of our leases, such as inflation escalators and participating features, which can result in increase in our revenues over time, translating to increased dividends. While in this steady and stable second quarter, we reiterate our annualized dividend target of no less than $0.50 per share for 2013. We also maintain a long term growth target of 1% to 3% annually in the dividend. Looking ahead, we think we continue to track with that guidance. A number of possible acquisition opportunities, ranging value from $50 million to $200 million are in preliminary stages of review, and there can be no assurance that any of these acquisition opportunities will result in a consummated transaction, and we believe we have a robust pipeline of opportunities, primarily with upstream energy producers. In slide 4 through 6, we highlight the current view of the energy market opportunity available to CorEnergy through both size, scale, and most importantly, shareholder value. Our affiliate towards (inaudible), captures data that bodes well for both the midstream and downstream portions of the energy value chain, as production growth in oil and natural gas, [the nation's] unconventional resources increases. The pace of growth projects remains strong, with more than $100 billion in pipeline and related growth projects expected over the next three years. On the downstream side, the expected retirements of nuclear plants and pressure on coal bode well for long term fundamentals in natural gas. The size and growth profile of the U.S. energy sector is unmatched anywhere else in the economy today. The capital needs for assets are the tight corners you can own, spanning the entire energy value chain, and are in the hundreds of billions of dollars. Turning to slide 5, these pie charts illustrate why we decided to become tax-as-a-REIT as opposed to our previous history of operating as an investment company. The appetite for U.S. infrastructure investments among investors is currently satisfied primarily, through direct ownership of MLPs or funds which own MLPs in addition to utilities. Direct access for institutions to U.S. Energy Infrastructure is challenging due to the tax characteristics of MLPs and certain institutions have limitations on ownership of other funds. As an indicator of potential appetite for resilient yield equities, the REIT market by contrast has significant institutional ownership. The top five REITs by market cap have approximately 93% institutional holders, compared to 25% of the U.S. MLPs. Through CorEnergy's strategy, we believe we can provide MLPs and other operating companies with access to a large pool of equity income investors, which are beyond the reach of most MLPs and MLP funds today. We therefore believe we are advantaged as a business, strategically, by utilizing the REIT structure. It provides transparency to the underlying asset cash flows on a tax efficient basis, provides an investor friendly form 1099 and therefore can be owned by individuals, institutions, foreign investors, and retirements in taxable accounts, including institutions who do not want to or cannot own U.S. partnerships, private equity funds, or sadly closed-end funds. The REIT structure will enable us to access capital, to grow our asset base, because it's well suited to the types of assets we can own, and the cash flows we will generate. We believe CorEnergy is capable of providing an vehicle with investment characteristics that are desirable in the infrastructure portion of income portfolios. Turning to slide 6, under the REIT structure, CorEnergy cannot be the operator of a trader business, instead, we can provide funding for that infrastructure through long term participating lease or mortgage financing, and leave the asset in the hands of capable operators. While we are one of the first publicly traded infrastructure REITs, there are others in our sector. These range in size from multibillion dollar private funds, to debt funds to smaller capitalized public companies. We mentioned getting realty trust, because it owns storage facilities, in addition to retail filling stations. Some of these structures [are owned], but they do not operate the assets. It is important to highlight here, that our strategy is to transition to a REIT, which is very different from and should not be mistaken for the type of REIT conversions that are taking place. We have an opinions [council] (ph) that the assets we own are already REIT qualifying. We are simply transitioning to a REIT tax election in 2013. Turning to our portfolio of assets, on slide 7; we feel that as the capital needs of energy companies increase, so is the need to source alternative financing structures. By allowing the operators to focus on better returns, CorEnergy becomes an attractive partner and source of capital for many energy companies. The Pinedale LGS we acquired in December from Ultra Petroleum is a prime example of the type of partnerships we try to create and represent the type of transaction we aim to replicate. Our revenue from Pinedale is subject to a 15-year triple-net participating lease, with Ultra Petroleum Corp, a very high quality operating partner, and one of the leading producers in the Pinedale natural gas field. Almost 90% of our total lease revenue for the second quarter of 2013 was derived from Ultra Petroleum. The lease provides minimum annual rents of $20 million, with growth potential beginning next year in 2014 from either participation in volume growth, or an escalator based on inflation. Ultra Petroleum is a publicly traded company, I refer you their public reports for confirmation of the strategic importance to them of the Pinedale Anticline in their present and future operations. The Eastern Interconnect project, is a corridor of electric transmission assets in Eastern New Mexico. The property is leased to a public service company in Mexico. Approximately 11% of our total lease revenue for the second quarter of 2013 was derived from this lease. And as a fair value termination provision designed to share the risks and opportunities of long term ownership, between the owner, us and the tenants, providing another example of the type of contract to provide long term exposure to the fundamentals in the energy sector. PNM is also publicly traded, and we refer to their public reports for information on their creditworthiness. Our wholly owned subsidiary Mowood is a holding company of Omega Pipeline. Despite experiencing higher personnel costs, Omega's sales revenue performance declined slightly in the second quarter, resulting in our total revenue decline. The pipeline assets that Mowood holds are REIT qualified real property, and it's operations are consistent with the risk profile of the infrastructure asset class. Our intercompany loan from CorEnergy to Mowood represents a REIT qualifying asset for CorEnergy and is a case study for how CorEnergy can provide financing to other utility assets, and we continue to support growth opportunities for Mowood, and believe their margin for the remainder of the year will be sufficient to overcome periodic higher personnel costs. These three assets represent a low risk nature of the kind of assets we seek to own. Historically, we provide a quarterly update on our privately held securities as well. Lightfoot Capital Partners and VantaCore Partners LP. We continue to report fair value of these securities in our 10-Q, however they now represent less than 10% of CorEnergy's total assets. The fair value of Lightfoot increased slightly in the second quarter, primarily due to market value changes in MLP comparable companies. Whereas, the fair value of VantaCore decreased approximately 5.6%, because of changes in VantaCore's debt during the second quarter. VantaCore increased borrowings against these revolver credit facility to being funding CapEx during the quarter, which we expect will benefit future earnings. In summary, these two companies are performing well and we believe the management teams are capable of continued growth through acquisition of organic projects, which enhance return on invested capital. We also believe the operations of each company are consistent with the types of assets that fit within the infrastructure asset class. Well that wraps up our update on the energy infrastructure REIT strategy and our current properties. With that, I will turn the presentation over to our Chief Accounting Officer Becky Sandring, for an overview of our financial results.

Thank you, Dave. The graph on slide 8 showing total revenue, dividend distribution and total assets are depictions of CorEnergy's recurring sustained performance quarter-over-quarter, with privately held investment securities now representing less than 2% of our asset portfolios, we believe sequential comparisons rather than prior year comparisons are more relevant to accepting our dividend safety. The second quarter dividend was again supported by strong, steady revenue streams from REIT qualifying assets, demonstrating what investors should expect going forward. We continue to maintain a comparative leverage target of 25% to 50% of total assets, which we expect to help fund our target of 8% to 10% hurdle rate on invested capital. On Friday, we filed our 10-Q and on slide 9, you can see that we summarized our results. We issued a press release highlighting our financial results for the second quarter. The financial information presented in the 10-Q should be considered in its entirety. For purposes of this call, we have provided you with a few key financial metrics that we think will be helpful to you in evaluating CorEnergy's performance going forward. During the quarter, we recorded net income attributable to common shareholders of $70,000 or $0.003 per common share. Net income was adversely affected during the second quarter, due to the recognition of tax expense, resulting from gains on the sale of liquid securities. Because the majority of the company's assets are now REIT qualified, management believes that non-GAAP performance measures utilized by REIT, including funds from operations, FFO, and adjusted funds from operations, AFFO, also provide useful insights into CorEnergy's operational performance. FFO for the three months ended Jun 30, 2013 totaled approximately $3.1 million. AFFO for the quarter ended totaled approximately $3 million. These measures are after payments made through our noncontrolling interest, so are applicable to our common shareholders. A second quarter dividend of $.125 was paid on July 5, 2013. Turning to slide 10, as we take a look at our balance sheet, it is important to note that in the second quarter, CorEnergy once again met the requirements of the quarterly REIT asset test. Total assets for the second quarter were $288.7 million compared to $289.6 million in the prior quarter. The modest decrease in total assets is primarily due to a decrease in the fair value of privately held investment securities. Total CorEnergy stockholder's equity was $207.5 million in the second quarter, compared to $210.7 million in the prior quarter. The decrease in stockholder's equity is primarily due to the timing of the declaration of a quarterly dividend of $0.125 per share. This slide also illustrates the composition of our portfolio, delineated into REIT qualifying assets shown in blue, and non-REIT qualifying shown in gold. At the end of Q1 and Q2, over 75% of our assets were REIT qualifying, allowing us to pass the quarterly REIT test. You can see that the majority of our portfolio contains REIT qualifying assets of Pinedale LGS and the Easter Interconnect project. The remaining private securities and wholly owned Mowood LLC are held in wholly-owned taxable REIT subsidiaries, remaining publicly traded MLP securities were liquidated during the first quarter. In terms of liquidity, at June 30, 2013, CorEnergy had $21 million in cash on our balance sheet, after adjusting to reflect the recent dividend payment made in July and other near term expenses, investable cash is approximately $13 million. We expect to reinvest this cash in our next transaction. We also have a $20 million revolving line of credit that could be used for future acquisitions. With a shelf registration statement in place, we maintain the ability to access the capital markets for additional funding if needed. We believe that we are well positioned to fund, to continue the diversification of our portfolio of infrastructure assets. As we look at slide 11, we can see that our enterprise value is now approximately $283 million. The dividend yield of CorEnergy as of July 31, 2013 was 6.18%, nearly double that of the 3.5% yield on the NAREIT Equity REITs Index and the 3.8% on the Dow Jones Utility Average Index. These benchmark dividend yields include growth expectations. Given the risk characteristics of contracted cash flows from energy infrastructure, we think our stock represents an attractive risk-adjusted return. With that overview, I will turn it back to Dave, to conclude the presentation and lead us into the Q&A.

Thanks Becky. To conclude today's presentation, I want to point out to you a slide that we have entitled 'Overheard in the Corridor.' I hope to us this opportunity on a quarterly basis to bring some added insight to share what's on our mind, and how we think it's impacting the strategic direction of the company. This quarter, we wanted to take particular -- we had thought of particular importance, was the opportunity to highlight two individuals, who have recently joined our Board of Directors, Cathy Lewis and Barrett Brady. Cathy joins us as the former global head of Tax for KPMG's energy and natural resources practice. Barry joins us as the former Senior Vice President of Highwoods Properties, Inc., a New York Stock Exchange listed real estate investment trust. He also served as President and Chief Executive Officer of J.C. Nichols Company, a real estate company headquartered in Kansas City, Missouri, and is on the Board of Directors of another REIT, EPR Properties. The slides also depict the relevant current and previous experience of all the members of our Board of Directors; and we are extremely pleased to welcome these new additions to CorEnergy's Board. Cathy's direct experience in the energy sector related accounting expertise, combined with Barry's extensive real estate and financial services background, give both of these new directors valuable perspectives, that will be tremendously important to CorEnergy and its shareholders. They join our current independent directors, who also actively serve on the board of the Tortoise closed-end funds, and who have been on our board since inception. We now have five independent directors, and two management representatives. On slide 13, to summarize; there is ample energy infrastructure market potential, the size and growth profile of the U.S. energy sector is unmatched anywhere else in the economy today, and we continue to be advantaged, we believe, by utilizing a publicly listed REIT structure. With a quality management team on board, a strong first quarter and second quarter now behind us, we believe we have laid the foundation to deliver on our 2013 objectives for the remainder of the year. We will now go to Q&A, and operator, would you explain the procedures for people to ask questions?

Certainly. Thank you. We will now be conducting a question-and-answer session. (Operator Instructions). Thank you. Our first question comes from the line of Craig Mailman with KeyBanc. Please proceed with your question. Craig Mailman - KeyBanc: Good afternoon guys. Dave, I just wanted to start out here on acquisitions. I guess, if we look at spending about eight months since the Pinedale was closed and you guys -- seems like you have stuff that you're looking at, but it's in the preliminary status. I guess I'm just trying to get at, how much or what the pace of acquisitions we can vision in the next year or two, given the pipeline and given sort of the process you guys are trying to not convince people, but kind of make this new structure, just more viable for people. I just kind of want to get a sense of, kind of the pace of investment and platform growth that we could see?

Craig, we are very diligently pursuing multiple potential acquisitions and in the last quarter, we talked about how we increased the size of our management team, and so we have got the ability to process simultaneously, multiple different opportunities, and that has been very helpful to us, increasing the front end of our pipeline. The [care] we talked about as far as trying to make sure we have -- being cautious and remain cautious about the risk assessment on the underlying assets that we would invest in, is one of our limiting factors. But we also think that, as with any new or innovative strategy, it's going to take a while for asset owners to pick up on the advantages of this structure. And Craig, we were early investors in the MLP sector (inaudible) and I recall 10 years ago, a healthy amount of concern and question and challenge that energy companies had regarding the utilization of the MLP structure, and where it might fit in their traditional debt and equity capital structures. And I feel like this is a similar shift in paradigm for energy companies to pause, reflect on how this might be useful to them, and see where it might fit. As far as our pace goes, we have excellent relationships with our coinvestors, with intermediaries and with our lenders, we think that we will have the opportunity to present financing options to a variety of different, both size and positioning in the energy value chain of companies, and we should expect to do one to two transactions a year, and I think that before the end of this year, we will make good on that expectation. Craig Mailman - KeyBanc: That's helpful. Then has your investment taste or conversations with potential sale leaseback candidates been impacted at all by the rise we are seeing in rates here and people unsure of their costs of capital and your cost of capital, trying to make the spread work?

Well, when rates are very low and spreads are very narrow, it's harder to find an entry point for us. We actually expect that as rates rise and as spreads potentially widen out, there may be some additional enquiry and room for us to provide better or optimal return on invested capital solutions for CFOs, and that the opportunity we think will actually increase, if rates rise and spreads widen. Craig Mailman - KeyBanc: Okay. Just one last quick one, on the Pinedale, do you guys have an update on what the flow has been through the pipe?

We don't provide that information in the public market, we do point to Ultra Petroleum's references to Pinedale and their expectations for their production out of the field, and they recently released earnings and had a conference call, and we would just refer you to their own expectations for that information. I would remind you that, the way we look at participating rent in that lease, it would be as coverage of our base dividend, to the extent that we recognize it, with the possibility we could raise the dividend in that case, for a sustainable growth in the participating rent, but we are more likely to expect or experience the CPI escalator as a sustainable dividend -- source of potential dividend growth than the participating volumes. Craig Mailman - KeyBanc: Great. Thank you.

Thank you. Our next question comes from the line of TJ Schultz with RBC Capital Markets. Please proceed with your question. TJ Schultz - RBC Capital Markets: Hey, good afternoon. I guess just one follow-up on the acquisitions or the pipeline of opportunities. I guess, just as you are having these discussions and trying to understand the structure. Is it more understanding the structure as core than alternate financing strategy, or is it a discussion of the producers wanting to or not wanting to continue operating the assets? Just what's their kind of perception on their desire to kind of want to continue to operate the assets and any advantage that that Core gives them as a structure?

Well, there is both of the elements you just mentioned are absolutely critical to the audiences that we have been able to cultivate. The first one relates to how a lease might fit into their current capital structure, and where we have had the most interest is where we think we can provide the operating company with non-indebtedness on their balance sheet. So the lease becomes an operating expense, not a balance sheet liability. So that's the financing constraint that we find many companies interested in exploring. Then on the operating side, those companies that have strategic interest in maintaining control of their asset, really appreciate the fact that they can keep their employees intact, they keep the ability to regulate the asset intact, and have a very easy operating relationship with us versus a complete sale of the asset to a third party, where they just contract that for space, and have somebody else operating it. There are tremendous amounts of assets that have those characteristics, and our challenge, our task is to find those kinds of assets, with companies that would benefit from the financing structure. We think they are out there, it just takes time for us to create that level of awareness, and then respond to their needs. TJ Schultz - RBC Capital Markets: Thanks. Then are you at a point to kind of gauge how receptive potential sellers would be, to taking direct equity or any other thoughts on kind of advance in strategy for the potential acquisitions?

Well to be an operating lease, the seller can't retain equity in our structure. So unlike an MLP, where sellers can retail MLP equity, and if it's going to be an operating lease, the sellers would have to -- they can't retain any equity. So that although a potential financing solution, is one that's less likely to be in play for those companies that are interested in this structure. As far as other sources, we are still very content with potential co-investors. Our leverage availability on our line cash and the potential to issue capital markets instruments that are less dilutive and trade common and eventually issue common. So we think all those avenues were explored in each particular case, and we are all open to this. TJ Schultz - RBC Capital Markets: Great. Thanks.

Thank you. Our next question comes from the line of Praneeth Satish with Wells Fargo. Please proceed with your question. Praneeth Satish - Wells Fargo: Good afternoon. Just a point of clarification, it looks like Ultra talked about potentially growing Pinedale production on their last call, but it sounds like you still expect to just see an increase in rents tied to CPI next year, rather than volume related increases. Is that correct?

This is Rick Green. The truth of the matter is, we really don't know. The volumes and the liquids there are something that is not forecast, mainly because it can't be predicted. The variable with the wells out there is the liquids from any one well [very greatly], and you have multiple parties in the Anticline actually feeding through our LGS system, and so with that regard, it's not something that we can predict or forecast, and that really is what Dave was explaining, it is something that we look at as dividend coverage, as opposed to cash to actually pay the dividend. So we are eager to get into next year, when it actually will start to be calculated to see, if we do get any original -- additional rent and at that point in time, we will just see what that is. But we are really not able to forecast what that might be. Praneeth Satish - Wells Fargo: Okay. Then just wondering if you have an update on when you expect to begin receiving distributions again from Lightfoot? Is that still the Q1 2014 timeframe?

It is, and there is no update to that. That was, as you know, established at the beginning of this year, by the board, so the company could retain capital for strategic initiatives and here we are, halfway through the year, they are making strides, and we would expect that still Q1 2014 will be the first time that we could expect to start receiving dividends again. And it will have been one of the benefits of the private equity structure that we had in place before, that we could make that kind of an adjustment to our expectations and grow the value of that business, rather than cash flow to our stockholders. We expect much less of that kind of adjustment going forward. So for things like Pinedale LGS, we don't expect to not receive rent, so that the company can't grow its asset base. So just wanted to provide an additional clarity around the nature of the rents we are currently receiving, versus distributions in the private equity portfolio. Praneeth Satish - Wells Fargo: Great. Thank you.

Thank you. (Operator Instructions). Thank you. Mr. Schulte, there are no further questions at this time. I would like to turn the floor back over to you for closing comments.

Thank you everyone, and look forward to talking to you again next quarter, after another [boring] (ph), stable revenue quarter, with not much fluctuation in our asset values. So Thanks again for your attention.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time, and thank you for your participation.