TORTOISE ENERGY INFRASTRUCTURE CORP

On May 12, 2023, plaintiffs Howard Nathanson and Gus Gordon, derivatively and on behalf of TYG and NTG, filed a suit against H. Kevin Birzer, Conrad S. Ciccotello, Rand C. Berney, Jennifer Paquette, and Alexandra Herger, and against the Adviser, in the Circuit Court for Baltimore City, Maryland. TYG and NTG also were named in the suit as Nominal Defendants. The complaint, among other things, alleges derivative claims for breach of fiduciary duty related to the Adviser’s management of TYG and NTG and the Director Defendants’ oversight thereof and for the adoption of amendments to the Bylaws of TYG and NTG in October 2020 which the complaint alleges were illegal under the 1940 Act. The complaint seeks unspecified damages related to the alleged breaches of fiduciary duty, rescission of the Adviser’s investment advisory contract for TYG and NTG pursuant to an alleged violation of the Investment Advisers Act of 1940, and, on behalf of the plaintiffs in their individual capacities as shareholders of TYG and NTG, recission of the allegedly illegal Bylaws provisions pursuant to the 1940 Act. The case isHoward Nathanson and Gus Gordon, derivatively on behalf of Tortoise Energy Infrastructure Corp. and Midstream Energy Fund v. Tortoise Capital Advisors, L.L.C. et al., Baltimore City Circuit Court, Maryland. Plaintiffs had filed a similar action in the U.S. District Court for the District of Kansas in August 2022, which was dismissed without prejudice as a result of the forum selection clause in the Bylaws of TYG and NTG. On February 16, 2024, the Baltimore City Circuit Court granted Defendants’ Motion to Dismiss this case in its entirety with prejudice. Plaintiffs filed a timely notice of appeal of that decision on March 15, 2024. While management of the Adviser and the Director Defendants are unable to predict the outcome of this matter, they believe that this case is without merit and intend to defend against it vigorously, and do not believe the outcome would result in the payment of any monetary damages by TYG or NTG.

Director and Officer Compensation

None of the Companies compensates any of its directors who are interested persons nor any of its officers. The following table sets forth certain information with respect to the compensation paid by each Company and the Fund Complex for fiscal 2023 to each of the current independent directors for their services as a director. None of the Companies has any retirement or pension plans.

For the 2024 fiscal year, each independent director receives an annual retainer from each Company as set forth below. Additionally, each independent director receives a fee of $1,000 for each meeting of the Board of Directors he or she attends in person, as well as $200 for each meeting of the Board of Directors attended telephonically, and $200 for each committee meeting attended in person or telephonically. The independent directors are reimbursed for expenses incurred as a result of attendance at meetings of the Board of Directors and Board committees. The independent directors waived the meeting fees for each of TTP and NDP for 2024. The Lead Independent Director, the Chairman of the Audit and Valuation Committee, and each other committee chairman each receives an additional annual retainer as set forth below. The independent directors are reimbursed for expenses incurred as a result of attendance at meetings of the Board of Directors and Board committees.

** Required Vote and Directors’ Recommendation**

With respect to each of TYG, NTG and TTP, Mr. Berney will be elected by the vote of a plurality of all the votes cast by shares of preferred stock of the Company present at the meeting, in person or by proxy, to the exclusion of holders of common stock. With respect to TPZ, NDP and TEAF, Mr. Berney will be elected by the vote of a plurality of all the votes cast by shares of common stock of the Company present at the meeting, in person or by proxy. Stockholders do not have cumulative voting rights, and proxies cannot be voted for a greater number of persons than the number of nominees named. A vote by plurality means the nominee with the highest number of affirmative votes, regardless of any votes withheld, will be elected.

With respect to TYG, NTG and TTP, each preferred share is entitled to one vote in the election of Mr. Berney. With respect to TPZ, NDP and TEAF, each common share is entitled to one vote in the election of Mr. Berney.

If your shares are owned directly in your name with the Company’s transfer agent, you are considered a registered holder of those shares. If you are the beneficial owner of shares held by a broker or other custodian, you hold those shares in “street name” and are not a registered stockholder. Brokers or other custodians holding shares in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on the proposals before the Annual Meeting. The Companies understand that, under the rules of the New York Stock Exchange (“NYSE”), if you do not give specific voting instructions to your broker, generally your broker will have discretion to vote your shares on routine matters but will not have discretion to vote your shares on non-routine matters. Pursuant to these NYSE rules, Proposal No. 2 for each Company for this year’s Annual Meeting, ratification of the Board’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2024, qualifies as a “routine” matter, and all other agenda items for this year’s Annual Meeting qualify as “non-routine” matters. When the broker exercises its discretion to vote on routine matters in the absence of voting instructions from you, a “broker non-vote” occurs with respect to the non-routine matters since the broker will not have discretion to vote on such non-routine matters.

For Stockholders Other Than NDP Stockholders: For the purposes of the vote on this proposal, for each Company, abstentions and broker non-votes, if any, will not be counted as shares voted and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum required to conduct business at the Annual Meeting.

For NDP Stockholders Only: Abstentions, if any, will not be counted towards a nominee’s achievement of a plurality.However, because of the contested nature of Proposal 1 for NDP stockholders, under the rules of the NYSE your broker may not vote your shares on routine matters or non-routine matters. Therefore, due to the contested nature of Proposal 1 for NDP stockholders, we do not expect broker non-votes to occur or to count towards the determination of whether a quorum of NDP stockholders is present for purposes of conducting business at the Annual Meeting. We urge you to instruct your broker or other nominee to vote your shares so that your votes may be counted. The Board unanimously recommends that shareholders vote using the WHITE proxy card.