TORTOISE ENERGY INFRASTRUCTURE CORP (Form: POS EX, Received: 08/22/2017 17:28:39)

As filed with the Securities and Exchange Commission on August 22, 2017

Securities Act Registration No. 333-209946

Investment Company Act Registration No. 811-21462

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-2

☑	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

☐	PRE-EFFECTIVE AMENDMENT NO.

☑	POST-EFFECTIVE AMENDMENT NO. 6

and/or

☑	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

☑	AMENDMENT NO. 74

Tortoise Energy Infrastructure Corporation

11550 Ash Street, Suite 300

Leawood, Kansas 66211

(913) 981-1020

Agent for Service

P. Bradley Adams

11550 Ash Street, Suite 300

Leawood, Kansas 66211

Copies of Communications to

Steven F. Carman, Esq.

Tracy D. Mackey, Esq.

Husch Blackwell LLP

4801 Main Street, Suite 1000

Kansas City, MO 64112

(816) 983-8000

Approximate Date of Proposed Public Offering: From time to time after the effective date of the Registration Statement.

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

It is proposed that this filing will become effective immediately pursuant to Rule 462(d).

Tortoise Energy Infrastructure Corporation (“Registrant”)

Contents of Registration Statement

This Post-Effective Amendment consists of the following:

1. Facing sheet of the Registration Statement.

2. Part C of the Registration Statement (including signature page).

3. Exhibits (j.3, k.13 and 1.2) filed pursuant to Item 25 of the Registration Statement.

Parts A and B of the Registrant’s Pre-Effective Amendment No. 4 Registration Statement on Form N-2 (No. 333-209946), filed on May 1, 2017, are incorporated by reference herein and this Post-Effective Amendment is being filed for the purpose of filing three exhibits to the Registration Statement on Form N-2.

PART C — OTHER INFORMATION

Item 25:

Financial Statements and Exhibits

1. Financial Statements:

The Registrant’s audited financial statements dated November 30, 2016, notes to such financial statements and report of independent registered public accounting firm thereon, and the Registrant’s unaudited financial statements dated February 28, 2017, and notes to such financial statements, are incorporated by reference into Part B: Statement of Additional Information.

2. Exhibits:

a.1.	Articles of Amendment and Restatement. ¹

a.2.	Articles of Amendment. ¹²

a.3.	Articles of Amendment ¹⁷

a.4.	Articles Supplementary relating to Series D and Series E Mandatory Redeemable Preferred Shares. ¹⁷

b.1.	Amended and Restated Bylaws. ¹⁵

None.

d.1.	Form of Common Share Certificate. ⁵

d.2.	Form of Preferred Stock Certificate. ⁶

d.3.	Form of Note. ⁵

d.4.	Form of Fitch Rating Guidelines. ¹⁷

e.	Terms and Conditions of the Dividend Reinvestment and Cash Purchase Plan. ⁴

f.	Not applicable.

g.1.	Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. ⁸

g.2.	First Amendment to Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. ¹⁷

g.3.	Fee Waiver Agreement. ¹¹

h.1.	Form of Underwriting Agreement relating to Common Stock. ⁵

h.2.	Form of Underwriting Agreement relating to Notes. ⁵

h.3.	Form of Purchase Agreement for Direct Placement of Common Stock. ⁶

h.4.	Form of Placement Agency Agreement for Direct Placement of Common Stock. ⁶

h.5.	Purchase Agreement dated January 19, 2011. ⁹

h.6.	Controlled Equity Offering Sales Agreement dated April 23, 2012. ¹¹

h.7.	First Amendment to Controlled Equity Offering Sales Agreement dated November 27, 2013. ¹⁵

h.8.	Second Amendment to Controlled Equity Offering Sales Agreement dated October 1, 2015. ¹⁹

h.9.	Third Amendment to Controlled Equity Offering Sales Agreement dated October 16, 2015. ²⁰

h.10.

Fourth Amendment to Controlled Equity Offering Sales Agreement dated May 19, 2016. ²³

None.

j.1.	Custody Agreement. ¹⁰

j.2.	First Amendment to Custody Agreement. ¹⁰

j.3	Second Amendment to Custody Agreement*

k.1.	Stock Transfer Agency Agreement. ²

k.2.	Fee and Service Schedule to Stock Transfer Agency Agreement. ¹⁷

k.3.	First Addendum to Stock Transfer Agency Agreement. ¹⁷

k.4.	Fund Administration Servicing Agreement. ²

k.5.	First Amendment to Fund Administration Servicing Agreement. ⁷

k.6.	Second Amendment to Fund Administration Servicing Agreement. ¹⁰

k.7.	Fund Accounting Servicing Agreement. ⁷

k.8.	First Amendment to Fund Accounting Servicing Agreement. ¹⁰

k.9.	DTC Representation Letter relating to Preferred Stock and Notes. ³

k.10.

Amended and Restated Credit Agreement with U.S. Bank. ¹⁷

k.11.

First Amendment to U.S. Bank Credit Agreement. ¹⁷

k.12.

Second Amendment to U.S. Bank Credit Agreement. ¹⁸

k.13.

Third Amendment to U.S. Bank Credit Agreement*

k.14	Credit Agreement with Scotia Bank. ¹⁷

k.15.

First Amendment to Scotia Bank Credit Agreement. ¹⁷

k.16	Second Amendment to Scotia Bank Credit Agreement ²⁴

k.17.

First Supplement to Master Note Purchase Agreement dated December 17, 2009. ¹³

k.18.

Note Purchase Agreement dated May 12, 2011. ¹³

k.19.

Note Purchase Agreement dated December 19, 2012. ¹³

k.20.

Note Purchase Agreement dated September 27, 2013. ¹⁴

k.21.

Note Purchase Agreement dated November 23, 2013. ¹⁶

k.22.

Assumption Agreement dated June 23, 2014. ¹⁷

k.23.

Note Purchase and Private Shelf Agreement dated December 18, 2014. ¹⁷

k.24.

Note Purchase Agreement dated April 2, 2015. ¹⁷

k.25.

Confirmation of Acceptance dated April 9, 2015. ¹⁷

l.1.	Opinion of Venable LLP with respect to issuances of common stock, preferred stock and debt securities. ²²

l.2.	Opinion of Venable LLP with respect to issuance of common stock pursuant to Controlled Equity Offering Sales Agreement*

m.	Not applicable.

n.	Consent of Ernst & Young LLP. ²²

o.	Not applicable.

p.	Subscription Agreement. ²

None.

r.1.	Code of Ethics for the Registrant. ²¹

r.2.	Code of Ethics for the Adviser. ²⁵

s.1.	Powers of Attorney. ²¹

(*)	Filed herewith.

(1)	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).

(2)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on June 28, 2004 (File Nos. 333-114545 and 811-21462).

(3)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on April 1, 2005 (File Nos. 333-122350 and 811-21462).

(4)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on March 6, 2007 (File Nos. 333-140457 and 811-21462).

(5)	Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on September 14, 2007 (File Nos. 333-146095 and 811-21462).

(6)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on January 25, 2008 (File Nos. 333-146095 and 811-21462).

(7)	Incorporated by reference to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2, filed on February 12, 2008 (File Nos. 333-146095 and 811-21462).

(8)	Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on February 22, 2010 (File Nos. 333-165006 and 811-21462).

(9)	Incorporated by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on January 20, 2011 (File Nos. 333-165006 and 811-21462).

(10)	Incorporated by reference to Post-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2, filed on March 1, 2011 (File Nos. 333-165006 and 811-21462).

(11)	Incorporated by reference to Post-Effective Amendment No. 7 to Registrant’s Registration Statement on Form N-2, filed on April 23, 2012 (File Nos. 333-165006 and 811-21462).

(12)	Incorporated by reference to Post-Effective Amendment No. 9 to Registrant’s Registration Statement on Form N-2, filed on December 4, 2012 (File Nos. 333-165006 and 811-21462).

(13)	Incorporated by reference to Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-2, filed on February 8, 2013 (File Nos. 333-165006 and 811-21462).

(14)	Incorporated by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-2, filed on October 30, 2013 (File Nos. 333-165006 and 811-21462).

(15)	Incorporated by reference to Post-Effective Amendment No. 15 to Registrant’s Registration Statement on Form N-2, filed on November 27, 2013 (File Nos. 333-165006 and 811-21462).

(16)	Incorporated by reference to Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-2, filed on January 22, 2014 (File Nos. 333-146095 and 811-21462).

(17)	Incorporated by reference to Post-Effective Amendment No. 18 to Registrant’s Registration Statement on Form N-2, filed on April 27, 2015 (File Nos. 333-146095 and 811-21462).

(18)	Incorporated by reference to Post-Effective Amendment No. 19 to Registrant’s Registration Statement on Form N-2, filed on August 3, 2015 (File Nos. 333-146095 and 811-21462).

(19)	Incorporated by reference to Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-2, filed on October 1, 2015 (File Nos. 333-146095 and 811-21462).

(20)	Incorporated by reference to Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-2, filed on December 18, 2015 (File Nos. 333-146095 and 811-21462).

(21)	Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on March 4, 2016 (File Nos. 333-209946 and 811-21462).

(22)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on April 27, 2016 (File Nos. 333-209946 and 811-21462).

(23)	Incorporated by reference to the Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on May 19, 2016 (File Nos. 333-209946 and 811-21462).

(24)	Incorporated by reference to the Post-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2, filed on November 10, 2016 (File Nos. 333-209946 and 811-21462).

(25)	Incorporated by reference to the Post-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-2, filed on March 7, 2017 (File Nos. 333-209946 and 811-21462).

Item 26:

Marketing Arrangements

The information contained under the heading “Plan of Distribution” in the prospectus is incorporated herein by reference, and information concerning the underwriter will be contained in the accompanying prospectus supplement.

Item 27:

Other Expenses and Distribution

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

Securities and Exchange Commission Fees	$	37,763
Directors’ Fees and Expenses		6,500
Printing (other than certificates)		108,000
Accounting fees and expenses		139,000
Legal fees and expenses		115,000
NYSE listing fees		80,000
Rating Agency Fees		35,000
FINRA fees		10,000
Miscellaneous		25,000
Total	$	556,263	*

* These expenses will be borne by the Company unless otherwise specified in a prospectus supplement.

Item 28.

Persons Controlled by or Under Common Control

None.

Item 29.

Number of Holders of Securities

As of July 31, 2017, the number of record holders of each class of securities of the Registrant was:

Title of Class		Number of Record Holders

Common Shares ($0.001 par value)		97
Preferred Stock (Liquidation Preference $10.00 per share)		14
Debt ($412,500,000 aggregate principal amount)		34

Item 30.

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 judgment as being material to the cause of action. The Registrant’s charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.

The Registrant’s charter authorizes it, to the maximum extent permitted by Maryland law and the Investment Company Act of 1940, as amended (the “1940 Act”), to indemnify any present or former director or officer or any individual who, while a director of the Registrant and at the request of the Registrant, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer of the Registrant and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The Registrant’s Bylaws obligate it, to the maximum extent permitted by Maryland law and the 1940 Act, to indemnify any present or former director or officer or any individual who, while a director of the Registrant and at the request of the Registrant, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made a party to the proceeding by reason of his service in that capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer of the Registrant and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The charter and Bylaws also permit the Registrant to indemnify and advance expenses to any person who served as 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, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

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 stockholders 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.

Item 31.

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 32.

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., 11550 Ash Street, Suite 300, Leawood, Kansas 66211, at the offices of the custodian, U.S. Bank National Association, 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, at the offices of the transfer agent, Computershare Trust Company N.A., P. O. Box 30170, College Station, Texas 77842-3170, and at the offices of the administrator, U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, WI 53202.

Item 33.

Management Services

Not applicable.

Item 34.

Undertakings

1. The Registrant undertakes to suspend the offering of common stock 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 this 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. Any securities not taken in a rights offering by stockholders are to be reoffered to the public, an undertaking to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by underwriters during the subscription period, the amount of unsubscribed securities to be purchased by underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters of the securities being registered is to be made on terms differing from those set forth on the cover page of the prospectus, we will file a post-effective amendment to set forth the terms of such offering.

4. (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(1) to include any prospectus required by Section 10(a)(3) of the 1933 Act;

(2) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(3) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

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

(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(d) that, for the purpose of determining liability under the 1933 Act to any purchaser, if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933 Act as part of this registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in this registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in this registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such date of first use.

(e) that for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act;

(2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(f) to file a post-effective amendment containing a prospectus pursuant to Section 8(c) of the 1933 Act prior to any offering by the Registrant pursuant to the issuance of rights to subscribe for shares below net asset value;

(g) to file a post-effective amendment containing a prospectus pursuant to Section 8(c) of the 1933 Act prior to any offering below net asset value if the net dilutive effect of such offering (as calculated in the manner set forth in the dilution table contained in the prospectus), together with the net dilutive effect of any prior offerings made pursuant to this post-effective amendment (as calculated in the manner set forth in the dilution table contained in the prospectus), exceeds fifteen percent (15%);

(h) to file a post-effective amendment to the registration statement, and to suspend any offers or sales pursuant the registration statement until such post-effective amendment has been declared effective under the 1933 Act, in the event the shares of Registrant are trading below its net asset value and either (i) Registrant receives, or has been advised by its independent registered accounting firm that it will receive, an audit report reflecting substantial doubt regarding the Registrant’s ability to continue as a going concern or (ii) Registrant has concluded that a material adverse change has occurred in its financial position or results of operations that has caused the financial statements and other disclosures on the basis of which the offering would be made to be materially misleading.

5. (a) That for the purpose of determining any liability under the 1933 Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 497(h) under the 1933 Act [17 CFR 230.497(h)] shall be deemed to be part of this registration statement as of the time it was declared effective; and

(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.

7. Upon each issuance of securities pursuant to this Registration Statement, the Registrant undertakes to file a form of prospectus and/or form of prospectus supplement pursuant to Rule 497 and a post-effective amendment to the extent required by the 1933 Act and the rules and regulations thereunder, including, but not limited to a post-effective amendment pursuant to Rule 462(c) or Rule 462(d) under the 1933 Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Leawood and State of Kansas, on the 22 ^nd day of August, 2017.

	Tortoise Energy Infrastructure Corporation

	By:	/s/ P. Bradley Adams
		P. Bradley Adams, Chief Executive Officer

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

/s/ Brent Behrens	Principal Financial Officer	August 22, 2017
Brent Behrens	(Principal Financial and Accounting Officer)

/s/ P. Bradley Adams	Chief Executive Officer	August 22, 2017
P. Bradley Adams	(Principal Executive Officer)

/s/ Rand C. Berney ^*	Director	August 22, 2017
Rand C. Berney

/s/ H. Kevin Birzer ^*	Director	August 22, 2017
H. Kevin Birzer

/s/ Conrad S. Ciccotello ^*	Director	August 22, 2017
Conrad S. Ciccotello

/s/ Charles E. Heath ^*	Director	August 22, 2017
Charles E. Heath

/s/ Alexandra Herger ^*	Director	August 22, 2017
Alexandra Herger

/s/ Terry C. Matlack ^*	Director	August 22, 2017
Terry C. Matlack

* By P. Bradley Adams, via power of attorney filed on March 4, 2016.

EXHIBIT INDEX

j.3	Second Amendment to Custody Agreement
k.13	Third Amendment to U.S. Bank Credit Agreement
l.2.	Opinion of Venable LLP with respect to issuance of common stock pursuant to Controlled Equity Offering Sales Agreement

TORTOISE ENERGY INFRASTRUCTURE CORPORATION

SECOND AMENDMENT TO THE CUSTODY AGREEMENT

THIS SECOND AMENDMENT dated as of the January 29, 2016, to the Custody Agreement, dated as of December 12, 2003, as amended May 12, 2010 (the “Agreement”), is entered into by and between TORTOISE ENERGY INFRASTRUCTURE CORPORATION , a Maryland corporation (the “Company” or “Fund”) and U.S. BANK, N.A. , a national banking association (the “Custodian”).

WHEREAS , the parties have entered into the Agreement; and

WHEREAS , the Company and the Custodian desire to amend the fees of the Agreement; and

WHEREAS , Article XIV, Section 14.4 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW , THEREFORE , the parties agree as follows:

Amended Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused this Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

INFRASTRUCTURE CORPORATION

/s/ Michael R. McVoy

Amended Exhibit C ‑ Custody Agreement — Tortoise Energy Infrastructure Corporation

Custody Services Fee Schedule at February, 2016

Annual Fee Based Upon Market Value Per Fund

0.40 basis point on average daily market value of all long securities and cash held in the entire portfolio.

Minimum annual fee per fund ‑ $4,800

Plus portfolio transaction fees

Portfolio Transaction Fees

·	$4.00 — Book entry DTC transaction, Federal Reserve transaction, principal paydown.

·	$5.50 — Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non‑depository transaction.

·	$8.00 — Option/SWAPS/future contract written, exercised or expired.

·	$15.00 — Mutual fund trade, Fed wire, margin variation Fed wire.

·	$50.00 — Physical security transaction.

·	$5.00 — Check disbursement (waived if U.S, Bancorp is Administrator).

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Chief Compliance Officer Support Fee (Fund Complex)*

·	$3,000 per year (Waived)

Miscellaneous Expenses

Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges and extraordinary expenses based upon complexity.

·	Additional global sub‑custodial fees for Canada, Japan and Euroclear are attached.

·	Available but not included above are additional fees for global servicing outside of Canada, Japan and Euroclear.

·	Sub Advised Funds ‑ $500 per custody account per year

·	$150.00 — Segregated account per year

·	No charge for the initial conversion free receipt.

·	Overdrafts — charged to the account at prime interest rate plus 2 unless a line of credit is in place.

Fees are calculated pro rata and billed monthly.

Amended Exhibit C (continued) ‑ Custody Agreement — Tortoise Energy Infrastructure Corporation — Global Sub‑Custodial Services Annual Fee Schedule at February, 2016

*Euromarkets ‑ Non‑Eurobonds: Surcharges vary by local market.

*Safekeeping and transaction fees are assessed on security and currency transactions.

Annual Base Fee ‑A monthly base fee per account (fund) will apply based on the number of foreign securities held. (Waived)

·	1‑25 foreign securities: $500

·	26‑50 foreign securities: $1,000

·	Over 50 foreign securities: $1,500

Euroclear - Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.

·	For all other markets specified above, surcharges may apply if a security is held outside of the local market.

Tax Reclamation Services : Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.

Miscellaneous Expenses

Charges incurred by U.S. Bank, N.A. directly or through sub‑custodians for local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and Insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

·	A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.

·	SWIFT reporting and message fees.

Exhibit k.13

EXECUTION COPY

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This Third Amendment to Amended and Restated Credit Agreement (the “ Amendment ”) is made effective as of June 12, 2017, by and among TORTOISE ENERGY INFRASTRUCTURE CORPORATION, a Maryland corporation (the “ Borrower ”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, BANK OF AMERICA, N.A., and THE BANK OF NOVA SCOTIA (each a “ Bank ” and, collectively, the “ Banks ”); and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the lender for Swingline Loans (in such capacity, the “ Swingline Lender ”), as agent for the Banks hereunder (in such capacity, the “ Agent ”), and as lead arranger hereunder (in such capacity, the “ Lead Arranger ”). Capitalized terms used and not defined in this Amendment have the meanings given to them in the Credit Agreement referred to below.

Preliminary Statements

(a) The Banks and the Borrower are parties to an Amended and Restated Credit Agreement dated as of June 23, 2014, as amended by First Amendment to Amended and Restated Credit Agreement dated as of July 10, 2014, and Second Amendment to Amended and Restated Credit Agreement dated as of June 15, 2015 (as so amended and as may be further amended, renewed, restated, replaced, consolidated or otherwise modified from time to time, the “ Credit Agreement ”).

(b) The Borrower has requested certain modifications to the Credit Agreement and the Banks are willing to make such modifications, subject, however, to the terms, conditions and agreements set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Modifications to Defined Terms (Section 1.1) . The defined terms “Base Rate,” “Daily Reset Libor Rate,” “Libor Rate,” “Outstanding Credit Exposure,” and “Termination Date” currently set forth in Section 1.1 of the Credit Agreement are deleted in their entirety and are replaced with the revised definitions set forth below.

“ Base Rate ” means, as of any date, the highest of (a) 0.0%, (b) the Prime Rate, and (c) the Federal Funds Rate plus 0.5%.

“ Daily Reset Libor Rate ” means, with respect to each day, the greater of (a) 0.0%, and (b) the rate determined by the Agent equal to the quotient of (1) the average offered rate for deposits in Dollars for delivery of such deposits on a one-month basis, which appears on Reuters Screen LIBOR01 Page (or, any successor thereto) as of 11:00 a.m., London time (or such other time as of which such rate appears), or, if not available, the rate for such deposits determined by the Agent, in the Agent’s sole and reasonable discretion, at such time based on such other published service of general application as shall be selected by the Agent, in the Agent’s sole discretion, for such purpose, divided by (2) one minus the Eurocurrency Reserve Requirement, if any, on such day.

“ Libor Rate ” means, for any Interest Period, the greater of (a) 0.0%, and (b) the rate per annum determined by the Agent to equal the quotient of (1) the London interbank offered rate for Dollars for such Interest Period, as quoted two Business Days immediately preceding the date of the proposed Libor Loan in the “Money Rates” section of The Wall Street Journal or, if not available, by Bloomberg, Telerate or any other financial news services (electronic or otherwise) used by the Agent from time to time in accordance with commercially reasonable industry standards, divided by (2) one minus the Eurocurrency Reserve Requirement for such Interest Period.

“ Outstanding Credit Exposure ” means, as to any Bank at any time, the sum of: (i) the aggregate principal dollar amount of its Revolving Credit Loans outstanding at such time, plus (ii) an amount equal to its Pro-Rata Share of the aggregate principal amount of Swingline Loans outstanding at such time.

“ Termination Date ” means June 12, 2019; provided, however, if such day is not a Business Day, the Termination Date shall be the immediately preceding Business Day.

2. Modification to Defined Term “Defaulting Bank” (Section 1.1) . Subpart (d) of the definition of “Defaulting Bank” as set forth in Section 1.1 is hereby deleted and is replaced with the following:

(d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets (other than an Undisclosed Administration), including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action;

3. Addition of Defined Terms (Section 1.1). The following defined terms are hereby added to Section 1.1 of the Credit Agreement:

“ Aggregate Commitment ” means, at the time of determination, the aggregate sum of the Commitments of all Banks; provided, for purposes of determining the Applicable Unused Line Fee Rate the commitment of any Defaulting Bank shall be included in the calculation of the Aggregate Commitment.

“ Aggregate Outstanding Credit Exposure ” means, at the time of determination, the aggregate sum of the Outstanding Credit Exposure of all Banks.

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its subsidiaries from time to time concerning or relating to bribery or corruption.

“ Applicable Unused Line Fee Rate ” means, at the time of determination:

(i)	at any time at which the Aggregate Outstanding Credit Exposure is equal to or greater than 70% of the Aggregate Commitment, 0.00%;

(ii)

at any time at which the Aggregate Outstanding Credit Exposure is greater than or equal to 50% of the Aggregate Commitment but less than 70% of the Aggregate Commitment, 0.15%; and

(iii)

at any time at which the Aggregate Outstanding Credit Exposure is less than 50% of the Aggregate Commitment, 0.25%.

“ Available Aggregate Commitment ” means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ EU ” means the European Union.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“ Sanctions ” means sanctions administered or enforced from time to time by the U.S. government, including those administered by OFAC, the U.S. Department of State, the United Nations Security Council, the EU, Her Majesty’s Treasury or other relevant sanctions authority.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

4. Unused Line Fee (Section 3.1(c)). Section 3.1(c) of the Credit Agreement is deleted in its entirety and is replaced with the following:

(c)

Unused Line Fee . The Borrower shall pay to the Agent (to be allocated by the Agent to the Banks (other than a Defaulting Bank) in accordance with their respective Pro-Rata Shares) an unused line fee (the “ Unused Line Fee ”) at a rate per annum equal to the Applicable Unused Line Fee Rate on the average daily Available Aggregate Commitment, such fee to be paid from the date hereof, to and including the Termination Date, on the first day of each fiscal quarter, for the immediately preceding fiscal quarter, beginning July 1, 2017, and on the Termination Date. Swingline Loans shall not count as usage of the Aggregate Commitment for the purpose of calculating the Unused Line Fee due hereunder.

5. Use of Proceeds (Section 3.6). The following is hereby added to the end of Section 3.6 of the Credit Agreement:

The Borrower will not request any Loan, and will not use, and the Borrower will ensure that its subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws. The Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).

6. Representations (Section 5.1) . Section 5.1(p) is hereby redesignated to be Section 5.1(r) and the following are hereby added to the Credit Agreement as new Sections 5.1(p) and 5.1(q):

(p) Anti-Corruption Laws; Sanctions . The Borrower, its subsidiaries and their respective officers and employees and to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. The Borrower has implemented and maintains in effect for itself and its subsidiaries policies and procedures to ensure compliance by the Borrower, its subsidiaries, and their respective officers, employees, directors, and agents with Anti-Corruption Laws and applicable Sanctions. None of the Borrower, any of its subsidiaries or any director, officer, employee, agent, or affiliate of the Borrower or any of its subsidiaries is an individual or entity that is, or is 50% or more owned (individually or in the aggregate, directly or indirectly) or controlled by individuals or entities (including any agency, political subdivision or instrumentality of any government) that are (i) the target of any Sanctions or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (currently Crimea, Cuba, Iran, North Korea, Sudan and Syria).

(q) EEA Financial Institution . Borrower is not an EEA Financial Institution.

7. Compliance with Law (Section 6.1(a)) . The following sentence is hereby added to the end of Section 6.1(a) of the Credit Agreement:

The Borrower will comply with Anti-Corruption Laws and will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions .

8. Bail-in Provision (new Section 9.20). The following is hereby added as Section 9.20 to the Credit Agreement:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)

the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)	the effects of any Bail-In Action on any such liability, including, if applicable:

(i)	a reduction in full or in part or cancellation of any such liability;

(ii)

a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)

the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

9. Joint Bookrunners . The Credit Agreement is amended to reflect that U.S. Bank National Association and Merrill Lynch, Pierce, Fenner & Smith Incorporated are joint bookrunners.

10. New Exhibit A (Banks and Commitments) . Exhibit A to the Credit Agreement is hereby deleted in its entirety and is hereby replaced with the Exhibit A attached to this Amendment.

11. Reaffirmation of Credit Documents. The Borrower reaffirms its obligations under the Credit Agreement, as amended hereby, and the other Credit Documents to which it is a party or by which it is bound, and represents, warrants and covenants to the Agent and the Banks, as a material inducement to the Agent and each Bank to enter into this Amendment, that (a) the Borrower has no and in any event waives any, defense, claim or right of setoff with respect to its obligations under, or in any other way relating to, the Credit Agreement, as amended hereby, or any of the other Credit Documents to which it is a party, or the Agent’s or any Bank’s actions or inactions in respect of any of the foregoing, and (b) all representations and warranties made by or on behalf of the Borrower in the Credit Agreement and the other Credit Documents are true and complete in all material respects on the date hereof as if made on the date hereof (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date).

12. Conditions Precedent to Amendment. Except to the extent waived in a writing signed by the Agent and delivered to the Borrower, the Agent and the Banks shall have no duties under this Amendment until the Agent shall have received fully executed originals of each of the following, each in form and substance satisfactory to the Agent:

(a)

Amendment. This Amendment; and

(b)

Replacement Notes . A newly executed Promissory Note in favor of each Bank;

(c)

Secretary’s Certificate . A certificate from the Secretary or Assistant Secretary of the Borrower certifying to the Agent that, among other things, (i) that the resolutions of the board of directors of the Borrower authorizing the Borrower to enter into the transactions described in the Credit Agreement have not been rescinded or otherwise modified and remain in full force and effect as of the date hereof, (ii) the articles of incorporation of the Borrower remain in full force and effect and have not been amended or otherwise modified or revoked since January 15, 2014, and (iii) the Amended and Restated By-laws of the Borrower as delivered to the Agent pursuant to the Secretary’s Certificate dated January 15, 2014, from the Borrower’s secretary remain in full force and effect and have not been amended or otherwise modified or revoked.

13. No Other Amendments; No Waiver of Default. Except as amended hereby, the Credit Agreement and the other Credit Documents shall remain in full force and effect and be binding on the parties in accordance with their respective terms. By entering into this Amendment, the Agent and the Banks are not waiving any Default or Event of Default which may exist on the date hereof.

14. Expenses/Fees. The Borrower agrees to pay and reimburse the Agent and/or the Banks for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution, delivery, operation, enforcement and administration of this Amendment, including the reasonable fees and expenses of counsel to the Agent and the Banks.

15. Counterparts; Fax Signatures. This Amendment and any documents contemplated hereby may be executed in one or more counterparts and by different parties thereto, all of which counterparts, when taken together, shall constitute but one agreement. This Amendment and any documents contemplated hereby may be executed and delivered by facsimile or other electronic transmission and any such execution or delivery shall be fully effective as if executed and delivered in person.

16. Governing Law. This Amendment shall be governed by the same law that governs the Credit Agreement.

K.S.A. §16-118 Required Notice . This statement is provided pursuant to K.S.A. §16-118: “THIS AMENDMENT TO CREDIT AGREEMENT IS A FINAL EXPRESSION OF THE AMENDMENT TO CREDIT AGREEMENT BETWEEN THE BANKS (AS CREDITORS) AND THE BORROWER (AS DEBTOR) AND SUCH WRITTEN AMENDMENT TO CREDIT AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR ORAL AMENDMENT TO CREDIT AGREEMENT OR OF A CONTEMPORANEOUS ORAL AMENDMENT TO CREDIT AGREEMENT BETWEEN THE BANKS AND THE BORROWER.” THE FOLLOWING SPACE CONTAINS ANY NON-STANDARD TERMS, INCLUDING THE REDUCTION TO WRITING OF ANY PREVIOUS ORAL AMENDMENT TO CREDIT AGREEMENT:

The creditors and debtor, by their respective initials or signatures below, confirm that no unwritten amendment to credit agreement exists between the parties:

Creditor:	/s/ LEB	(US Bank)

Creditor:	/s/ PM	(Bank of Nova Scotia)

Creditor:	/s/ AJ	(Bank of America)

Debtor:	/s/ PBA

[signature page(s) to follow]

Third Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

	TORTOISE ENERGY INFRASTRUCTURE
	CORPORATION,
	the Borrower

	By:	/s/ P. Bradley Adams
		Name: P. Bradley Adams
		Title: Chief Executive Officer

	U.S. BANK NATIONAL ASSOCIATION,
	as Agent and as a Bank

	By:	/s/ Lucas Bross
		Name: Lucas Bross
		Title: Assistant Vice President

	THE BANK OF NOVA SCOTIA,
	as a Bank

	By:	/s/ Paul Meehan
		Name: Paul Meehan
		Title: Director

	BANK OF AMERICA, N.A.,
	as a Bank

	By:	/s/ Alok Jain
		Name: Alok Jain
		Title: Senior Vice President

Third Amendment to Credit Agreement

(Banks and Commitments)

Bank	Revolving Credit Loan Commitment Amount		Swingline Loan Commitment Amount*		Bank’sTotal Commitment Amount		Bank’s Pro-Rata Percentage
U.S. Bank National Association	$	60,000,000	$	10,000,000	$	60,000,000		46.153846153846
The Bank of Nova Scotia	$	38,000,000		0	$	38,000,000		29.230769230769
Bank of America, N.A.	$	32,000,000		0	$	32,000,000		24.615384615385
TOTALS:	$	130,000,000	$	10,000,000	$	130,000,000		100.000000000000

As more particularly described in the Agreement, the Swingline Loan Commitment is a subcommitment under the Revolving Credit Loan Commitments. Accordingly, extensions of credit under the Swingline Loan Commitment act to reduce, on a dollar-for-dollar basis, the amount of credit otherwise available under the Revolving Credit Loan Commitments.

Third Amendment to Credit Agreement

[LETTERHEAD OF VENABLE LLP]

August 22, 2017

Tortoise Energy Infrastructure Corporation

11550 Ash Street, Suite 300

Leawood, Kansas 66211

Re:	Registration Statement on Form N-2:
	1933 Act File No.: 333-209946
	1940 Act File No.: 811-21462

Ladies and Gentlemen:

We have served as Maryland counsel to Tortoise Energy Infrastructure Corporation, a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management investment company (the “Company”), in connection with certain matters of Maryland law arising out of the issuance of such number of shares (the “Shares”) of common stock, $.001 par value per share (the “Common Stock”), of the Company having an aggregate sales price of up to $120,000,000, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act. The Shares are to be issued from time to time in public offerings at market or negotiated prices pursuant to a Prospectus Supplement, dated August __, 2017 (the “Prospectus Supplement”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1. The Registration Statement and the related form of prospectus included therein;

2. The Prospectus Supplement;

3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

Tortoise Energy Infrastructure Corporation

August 22, 2017

Page 2

6. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company (the “Board of Directors”) relating to the registration and issuance of the Shares, certified as of the date hereof by an officer of the Company;

7. A certificate executed by an officer of the Company, dated as of the date hereof; and

8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. Prior to the issuance of any of the Shares, the Board of Directors, or a duly authorized committee thereof, will determine the price and certain other terms of issuance of such Shares (the “Corporate Proceedings”). Upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Tortoise Energy Infrastructure Corporation

August 22, 2017

Page 3

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when issued and delivered by the Company pursuant to the Resolutions, the Corporate Proceedings and the Registration Statement against payment of the consideration set forth therein, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of the 1940 Act or other federal securities laws, or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

	Very truly yours

	/s/ Venable LLP

TORTOISE ENERGY INFRASTRUCTURE CORPORATION		U.S. BANK, N.A.

By:	/s/P. Bradley Adams	By:	/s/ Michael R. McVoy

Name:	P. Bradley Adams	Name:	Michael R. McVoy

Title:	CEO	Title:	Senior Vice President

COUNTRY	INSTRUMENT	SAFEKEEPING (BPS)	TRANSACTION FEE
Canada	All	1	$5
Euromarkets*	All	1	$5
	All	1	$10

*Euromarkets ‑ Non‑Eurobonds: Surcharges vary by local market.