TORTOISE ENERGY INFRASTRUCTURE CORP

The Demand Futility Litigation. In May 2023, a stockholder of the Company (“Plaintiff,” who was joined by a former stockholder of Tortoise Midstream Energy Fund, Inc. “Midstream”), filed suit against the Company, the Adviser, and current and former members of the Board of Directors, Conrad S. Ciccotello, Rand C. Berney, Jennifer Paquette, Alexandra Herger, and H. Kevin Birzer (the “Defendant Directors”), docketed asNathanson, et al. v. Tortoise Capital Advisors, LLC, Case No. 24-C-3- 002372 (filed May 12, 2023) (the “Demand Futility Litigation”). The suit was filed in the Circuit Court for Baltimore City after an earlier but substantively similar complaint filed in August 2022 in the District of Kansas was dismissed for Plaintiff’s failure to comply with the Company’s mandatory forum selection clause. The Plaintiff asserted that the Company and the Defendant Directors breached their fiduciary duties and committed gross negligence, basing their claims on allegations concerning the Defendant Directors’ supervision of the Adviser and its use of leverage in the Company, the Company’s policies pertaining to leverage, the Defendant Directors’ management of the Company during the 2020 energy market volatility, and implementation of certain corporate governance bylaw amendments in October 2020. The Plaintiff also asserted a claim against the Adviser for rescission of the Adviser’s investment advisory contracts under Section 215 of the Investment Advisers Act, alleging that the Adviser improperly or excessively utilized leverage to increase its management fee. Plaintiff also sought rescission and declaratory judgment that the Company’s control share provision violated Section 18(i) of the Investment Company Act. In December 2023, Plaintiff voluntarily dismissed its control share provision claims. On February 16, 2024, the court dismissed the Demand Futility Litigation because (i) Plaintiff’s claims for gross negligence and rescission of the investment advisory contracts were time-barred under Maryland’s statute of limitations, and (ii) Plaintiff could not assert a claim for breach of fiduciary duty because Plaintiff failed to make pre-suit demand or to sufficiently plead that demand would have been futile.

Plaintiff appealed the decision as to breach of fiduciary duty claim only in the Appellate Court of Maryland, No. 0370 (September Term, 2024), which is Maryland’s intermediate appellate court. By Opinion dated August 28, 2025, the Appellate Court affirmed the dismissal of Plaintiff’s derivative breach of fiduciary duty claim on the ground that Plaintiff had failed to make a pre-suit demand and that the limited demand futility rule under Maryland law did not excuse Plaintiff’s failure to make such a demand on the Company’s Board of Directors. Plaintiff thereafter filed with the Supreme Court of Maryland on October 15, 2025 a timely petition for a writ of certiorari seeking review by the Supreme Court of the Appellate Court’s opinion. By Order dated December 19, 2025, the Maryland Supreme Court granted Plaintiff’s petition and agreed to review only the application of the demand futility rule to Plaintiff’s derivative breach of fiduciary duty claim. Briefing was completed, and the Supreme Court held oral argument on April 9, 2026. The appeal has thus been submitted and remains pending before the Supreme Court for decision.

The Demand and the Demand Refused Litigation. A stockholder of the Company (along with the former stockholder of Midstream) served a demand letter (the “Demand”) on the Board of the Company on April 2, 2024, demanding that the Board of the Company initiate litigation on behalf of the Company against the Adviser and the current and former members of the Board of the Company, who are the same directors named as defendants in the Demand Futility Litigation (the “Defendant Directors”). This stockholder is the Plaintiff in the Demand Futility Litigation described above.

The Demand, which followed after the dismissal by the Circuit Court of the Demand Futility Litigation, demands that the Company assert claims against the Adviser and the Defendant Directors for breach of fiduciary duty based on, among other things, the Adviser’s use of leverage and management of the Company, the Defendant Directors’ supervision of the Adviser, the Company’s policies pertaining to leverage, the Defendant Directors’ management of the Company during the 2020 energy market volatility, and implementation of certain corporate governance bylaw amendments in October 2020. In response to the Demand, the Board of the Company formed a special Committee (the “Demand Review Committee”) comprised of disinterested directors, which retained independent counsel with no prior connection with the Company or the Adviser to assist it with investigating the claims raised in the Demand. With the assistance of independent counsel, the Demand Review Committee, conducted an independent investigation in response to the Demand and concluded that the allegations in the Demand were not supported by the underlying facts and/or simply failed to state non-exculpated claims. The Board of the Company considered the Demand Review Committee’s findings and concluded that the claims asserted in the Demand were valueless and, if pursued, may actually result in losses to the Company in the form of mandatory indemnification payments to the Adviser and the Board of the Company for the cost of litigation. On August 24, 2024, counsel to the stockholder issuing the Demand was informed of the decision on the Demand.

On November 22, 2024, the stockholder who had issued the demand, filed a lawsuit in the Circuit Court for Baltimore City against the Company, the Adviser, and the Defendant Directors (the “Demand Refused Litigation”), docketed asNathanson, et al. v. Tortoise Capital Advisors, LLC, Case No. C-24-CV-24-004103 (filed November 22, 2024). The stockholder-plaintiff alleges that the Board of the Company wrongfully refused the Demand and seeks to bring the same breach of fiduciary duty claim alleged in the Demand (as well as in the Demand Futility Litigation). On May 28, 2025, the court in the Demand Refused Litigation issued an order finding that the issues raised were “closely related” to and “have substantial overlap” with the claims raised in the Demand Futility Litigation, which remains pending on appeal. To “(1) preserve judicial economy, (2) avoid possible inconsistent rulings and (3) avoid affecting the Appellate Court proceedings,” the Circuit Court stayed the Demand Refused Litigation, pending resolution of the appeal in the Demand Futility Litigation. Thus, the Demand Refused Litigation remains pending.

Director and Officer Compensation

The Company does not compensate 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 the Company and the Fund Complex for fiscal year 2025 to each of the current independent directors, as well as to Rand C. Berney and Alexandra A. Herger, prior to their respective resignations from the Board, for their services as directors during the period. Messrs. Fletcher and Maxwell did not serve as directors for the Company, or for any other entity in the Fund Complex, during the fiscal year ended November 30, 2025. The Company does not have any retirement or pension plans.

For the 2026 fiscal year, each independent director receives an annual retainer from the 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 $500 for each meeting of the Board of Directors attended telephonically, and $500 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 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.