U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
þ REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1936
o Pre-Effective Amendment No. ___
þ Post-Effective Amendment
No. 1
and
þ REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
þ Amendment No. 36
Tortoise Energy Infrastructure Corporation
Copies of Communications to:
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|
|
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|
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| Deborah Bielicke Eades, Esq.
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|
Steven F. Carman, Esq. |
|
Richard H. Kronthal |
| Vedder Price P.C. |
|
Blackwell Sanders Peper Martin LLP |
|
Andrews Kurth LLP |
| 222 N. LaSalle Street
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|
4801 Main Street, Suite 1000 |
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450 Lexington Avenue |
| Chicago, IL 60601 |
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Kansas City, MO 64112 |
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New York, NY 10017 |
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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 are 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. þ
This Post-Effective
Amendment No. 1 will become effective immediately upon filing pursuant to
Rule 462(d) under the Securities Act of 1933.
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:
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|
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Securities and Exchange Commission Fees |
|
$ |
11,513 |
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Directors’ Fees and Expenses |
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7,000 |
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Printing (other than certificates) |
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|
175,000 |
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Accounting fees and expenses |
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120,500 |
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Legal fees and expenses |
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300,000 |
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FINRA fee |
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|
7,500 |
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Rating Agency Fees |
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|
0 |
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Miscellaneous |
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66,000 |
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|
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Total |
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$ |
687,513 |
* |
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* 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
November 30, 2007, the number of record holders of each class of securities of the
Registrant was:
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| Title of Class |
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Number of Record Holders |
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Common Shares ($0.001 par value) |
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91 |
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Preferred Stock (Liquidation Preference $25,000
per share) |
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|
1 |
|
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Long-term
Debt ($235,000,000 aggregate principal
amount) |
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|
1 |
|
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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 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
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., 10801
Mastin Boulevard, Suite 222,
Overland Park,
Kansas 66210, 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 43078,
Providence,
Rhode Island 02940-3078, at the offices of the administrator, U.S. Bancorp Fund Services, LLC, 615
East Michigan Street,
Milwaukee,
WI 53202, at the offices of the Auction Agent and Paying Agent,
The Bank of New York, 101 Barclay Street, 7W,
New York,
NY 10280 or at the offices of the Trustee,
The Bank of New York Trust Company, N.A. 2 N. LaSalle Street,
Chicago,
IL 60602.
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. Not applicable.
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 Securities Act of
1933;
(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 Securities Act of 1933, 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.
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.
