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Correspondence 0001213900-24-094341 from TORTOISE ENERGY INFRASTRUCTURE CORP (TYG) (CIK 0001268533) (TYG)

TORTOISE ENERGY INFRASTRUCTURE CORP (TYG) (CIK 0001268533)
Date: Nov. 5, 2024 · CIK: 0001268533 · Accession: 0001213900-24-094341

AI Filing Summary & Sentiment

File numbers found in text: 333-281990

Referenced dates: October 2, 2024

Date
November 5, 2024
Author
/s/ Deborah Bielicke Eades
Form
CORRESP
Company
TORTOISE ENERGY INFRASTRUCTURE CORP (TYG) (CIK 0001268533)

Letter

Chicago

New York

Washington, DC

London

San Francisco

Los Angeles

Singapore

Dallas

Miami

November 5, 2024 vedderprice.com

Deborah Bielicke Eades

Shareholder

+1 312 609 7661

deades@vedderprice.com

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

Attn: Ms. Eileen Smiley

Re: Tortoise Energy Infrastructure Corporation (the “Registrant”)

Registration Statement on Form N-14, File No. 333-281990

To the Commission:

On behalf of the Registrant, this letter is in response to the comments provided telephonically by the staff of the U.S. Securities and Exchange Commission (the “Commission”) to Vedder Price P.C. on October 30, 2024 and November 1, 2024 with respect to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-14 filed on October 29, 2024 (the “Registration Statement”) relating to the issuance of common stock of the Registrant in connection with the proposed merger of Tortoise Midstream Energy Fund, Inc. (the “Target Fund”) with and into a wholly-owned subsidiary of the Registrant. The Registrant and the Target Fund are each referred to herein as a “Fund” and collectively as the “Funds.” Any capitalized terms used but not defined herein have the same meanings as given to them in the Registration Statement. Any page references refer to the Pre-Effective Amendment No. 2 to the Registration Statement. Set forth below are the staff’s comments and the Registrant’s responses. The Registrant is filing Pre-Effective Amendment No. 3 to the Registration Statement concurrently herewith to address the comments of the staff and to file updated exhibits in Part C of the Registration Statement.

222 North LaSalle Street | Chicago, Illinois 60601 | T +1 312 609 7500 | F +1 312 609 5005

Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, Vedder Price Pte. Ltd., which operates in Singapore and Vedder Price (FL), LLP which operates in Florida.

U.S. Securities and Exchange Commission

November 5, 2024

Page 2

Disclosure Comments

1. Comment: Please clarify for the staff supplementally the phrase “substantially the same” with respect to the preferred shares being issued in the Merger (see response No. 1 in the response letter dated October 2, 2024).

Response: Registrant confirms that the preferred shares being issued in the Merger will have the same terms with respect to distributions and redemptions as the corresponding Target Fund shares for which they are exchanged.

Accounting Comments

2. Comment: Under “Fees and Expenses” beginning on page 9 of the Joint Proxy Statement/Prospectus, please revise the footnotes to fee and expense table to clarify that management fees are calculated based on Managed Assets, but presented in the table as a percentage of net assets.

Response: The Registrant has made the requested change.

3. Comment: Under “Example” beginning on page 10 of the Joint Proxy Statement/Prospectus, please remove the rows that present the costs of investing in the Funds based on Managed Assets.

Response: The Registrant has made the requested change.

4. Comment: Under “Capitalization” beginning on page 30 of the Joint Proxy Statement/Prospectus, please confirm that the amounts of preferred stock authorized are correct.

Response: The Registrant confirms the accuracy of the amounts of preferred stock authorized as revised in Pre-Effective Amendment No. 3.

5. Comment: Under “Appendix B Financial Highlights”, please remove references to the audited financial statements of each Fund as included in each Fund’s annual report for the fiscal year ended 2018 or, alternatively, revise the consent from the auditor to incorporate such audited financial statements in the Registration Statement.

Response: The Registrant has removed references to the audited financial statements of each Fund as included in each Fund’s annual report for the fiscal year ended 2018.

Except as set forth in 2-5 above, Registrant confirms that no further changes to the disclosures are included in Pre-effective Amendment No. 3 except for a correction of a typographical error in the sentence preceding the senior security table. Please contact the undersigned at 312-609-7661 or Jacob Tiedt at 312-609-7697 if you have any questions.

Very truly yours,
/s/ Deborah Bielicke Eades

Show Raw Text
CORRESP
1
filename1.htm

    Chicago

    New York

    Washington, DC

    London

    San Francisco

    Los Angeles

    Singapore

    Dallas

    Miami

    November 5, 2024
    vedderprice.com

        Deborah Bielicke Eades

        Shareholder

        +1 312 609 7661

        deades@vedderprice.com

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

    Attn:
    Ms. Eileen Smiley

    Re:
    Tortoise Energy Infrastructure Corporation (the “Registrant”)

    Registration Statement on Form N-14, File No. 333-281990

To the Commission:

On behalf of the Registrant, this letter is
in response to the comments provided telephonically by the staff of the U.S. Securities and Exchange Commission (the “Commission”)
to Vedder Price P.C. on October 30, 2024 and November 1, 2024 with respect to Pre-Effective Amendment No. 2 to the Registrant’s
Registration Statement on Form N-14 filed on October 29, 2024 (the “Registration Statement”) relating to the issuance
of common stock of the Registrant in connection with the proposed merger of Tortoise Midstream Energy Fund, Inc. (the “Target Fund”)
with and into a wholly-owned subsidiary of the Registrant. The Registrant and the Target Fund are each referred to herein as a “Fund”
and collectively as the “Funds.” Any capitalized terms used but not defined herein have the same meanings as given to them
in the Registration Statement. Any page references refer to the Pre-Effective Amendment No. 2 to the Registration Statement. Set forth
below are the staff’s comments and the Registrant’s responses. The Registrant is filing Pre-Effective Amendment No. 3
to the Registration Statement concurrently herewith to address the comments of the staff and to file updated exhibits in Part C of the
Registration Statement.

222 North LaSalle Street | Chicago, Illinois 60601
| T +1 312 609 7500 | F +1 312 609 5005

Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder
Price (CA), LLP, which operates in California, Vedder Price Pte. Ltd., which operates in Singapore and Vedder Price (FL), LLP which operates
in Florida.

U.S. Securities and Exchange Commission

November 5, 2024

Page 2

Disclosure
Comments

 1. Comment: Please clarify for the staff supplementally the phrase “substantially
                                                          the same” with respect to the preferred shares being issued in the Merger (see response No. 1 in the response letter dated
                                                          October 2, 2024).

Response:
Registrant confirms that the preferred shares being issued in the Merger will have the same terms with respect to distributions and
redemptions as the corresponding Target Fund shares for which they are exchanged.

Accounting Comments

 2. Comment: Under “Fees and Expenses” beginning on page 9 of the Joint Proxy Statement/Prospectus,
please revise the footnotes to  fee and expense table to clarify that management fees are calculated based on Managed Assets, but presented in the table
as a percentage of net assets.

Response:
The Registrant has made the requested change.

 3. Comment: Under “Example” beginning on page 10 of the Joint Proxy Statement/Prospectus,
please remove the rows that present the costs of investing in the Funds based on Managed Assets.

Response:
The Registrant has made the requested change.

 4. Comment: Under “Capitalization” beginning on page 30 of the Joint Proxy Statement/Prospectus,
please confirm that the amounts of preferred stock authorized are correct.

Response:
The Registrant confirms the accuracy of the amounts of preferred stock authorized as revised in Pre-Effective Amendment No. 3.

 5. Comment: Under “Appendix B Financial Highlights”, please remove references to
the audited financial statements of each Fund as included in each Fund’s annual report for the fiscal year ended 2018 or, alternatively,
revise the consent from the auditor to incorporate such audited financial statements in the Registration Statement.

Response:
The Registrant has removed references to the audited financial statements of each Fund as included in each Fund’s annual report
for the fiscal year ended 2018.

Except as set forth in
2-5 above, Registrant confirms that no further changes to the disclosures are included in Pre-effective Amendment No. 3 except for a correction of a typographical error in the sentence preceding the senior security table. Please
contact the undersigned at 312-609-7661 or Jacob Tiedt at 312-609-7697 if you have any questions.

    Very truly yours,

    /s/ Deborah Bielicke Eades

    Deborah Bielicke Eades

    Shareholder

    cc:
    Jacob C. Tiedt, Shareholder, Vedder Price P.C.