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(PICTURE)
2006 1st Quarter Report February 28, 2006 Y i e l d G r o w t h Q u a l i t y “...Steady Wins TYG Tor toise Energy Infrastructure Corp.

 


Table of Contents

Company at a Glance
  A pioneering closed-end investment company investing primarily in equity securities of Master Limited Partnerships (MLPs) operating energy infrastructure assets
 
  Objectives: Yield, Growth, Quality
About Master Limited Partnerships
MLPs are limited partnerships whose units trade on public exchanges such as the New York Stock Exchange (NYSE), the American Stock Exchange (AMEX) and NASDAQ. Buying MLP units makes an investor a limited partner in the MLP. There are currently more than 50 MLPs in the market, mostly in industries related to energy, natural resources and real estate.
Investment Objectives: Yield, Growth and Quality
Tortoise Energy invests primarily in MLPs in the energy infrastructure sector. Our goal is to provide our stockholders with a high level of total return with an emphasis on current distributions paid to stockholders. Energy infrastructure MLPs are engaged in the transportation, storage and processing of crude oil, natural gas, and refined products from production points to the end users. Our investments are primarily in mid-stream (mostly pipeline) operations, which produce steady cash flows with less exposure to commodity prices than many alternative investments in the broader energy industry. With the growth potential of this sector along with our disciplined investment approach, we endeavor to generate a predictable and increasing dividend stream for our investors.
Tortoise Energy Investment Versus a Direct Investment in MLPs
Tortoise Energy provides its stockholders with an efficient alternative to investing directly in MLPs. A direct investment in an MLP offers the opportunity to receive an attractive distribution that is approximately 80 percent tax deferred, with a historically low correlation to returns on stocks and bonds. However, the tax characteristics of a direct MLP investment are generally undesirable for tax-exempt investors such as retirement plans. Tortoise Energy is structured as a C Corporation — accruing federal and state income taxes, based on taxable earnings and profits. Because of this innovative structure, pioneered by Tortoise Capital Advisors, institutions and retirement accounts are able to join individual stockholders as investors in MLPs.
Additional features of Tortoise Energy include:
  One Form 1099 per stockholder at the end of the year, thus avoiding multiple K-1s and multiple state filings for individual partnership investments;
 
  A professional management team, with nearly 100 years combined investment experience, to select and manage the portfolio on your behalf;
 
  The ability to access investment grade credit markets to enhance the dividend rate; and
 
  Access to direct placements and other investments not available through the public markets.

 


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April 5, 2006
Dear Fellow Stockholders,
We are pleased to submit Tortoise Energy Infrastructure Corp.’s (Tortoise Energy) report for the quarter ended February 28, 2006.
Performance Review
We have built this company with the goal of growing your dividend every year. Tortoise Energy paid a dividend of $0.48 per share for its first quarter of fiscal 2006. This is the company’s seventh consecutive dividend increase to date, and represents a 9.1 percent increase over the same quarter of the prior year, and a 5.5 percent increase over the dividend for the prior quarter. We continue to expect that a significant portion of dividends paid in 2006 to be return of capital for income tax purposes.
The increase in dividend is a result of growth in Distributable Cash Flow (“DCF”), which increased to $7.76 million. This compares to $6.46 million for the first quarter 2005 and $7.23 million last quarter. The growth in DCF resulted from successful investment of additional leverage proceeds in the 2nd and 3rd quarters of 2005, along with the strong growth in distributions from MLP investments. More than 70 percent of MLPs that we own increased their distributions during this quarter.
Our total assets grew to $718 million, as compared to $696 million at fiscal 2005 year-end, primarily as a result of an increase in the unrealized appreciation of our investments.
We are pleased with the investment performance of our holdings, and believe the Company is well positioned to benefit from economic growth. We have also reduced our risk to rising interest rates by swapping all of our variable rate leverage costs into medium- and long-term fixed interest rates.
MLP Overview and Investment Outlook
MLP companies reported strong results in the fourth quarter of 2005, positively impacting our DCF in the first quarter. The average distribution growth of the companies in our portfolio for the first quarter, was 4.7 percent. We expect increasing product demand, internal growth initiatives and acquisitions, to drive distribution growth going forward. The Energy Information Administration projects refined product, crude oil and natural gas demand to increase approximately 1.0 percent annually for the next 20 years. In addition, MLPs expect to spend over $10 billion on internal growth projects between 2006 — 2008. Finally, acquisition activity remains robust totaling over $5 billion in 2005. We expect the combination of these factors to produce growth of at least 4 percent per annum.
The main, long-term challenges that face the industry are increasing interest rates and high oil and natural gas prices. Higher interest rates increase borrowing costs while higher oil and natural gas prices may impact product demand.
2006 1st Quarter Report      1

 


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We are seeing increased investor awareness of, and appetite for, the tax-advantaged returns provided by MLP investments, and continuing growth of the sector’s market capitalization. The MLP market added over $1.5 billion through new entrants and secondary offerings in the fourth quarter of 2005.
In Conclusion
We remain focused on delivering investors an attractive yield that will grow with the distributions from the quality companies in which we invest. We continue to believe that an investment in Tortoise Energy will provide a superior return when compared to alternative investments with similar risk characteristics.
Sincerely,
The Managing Directors
Tortoise Capital Advisors, L.L.C.
         
-s- H. Kevin Birzer
  -s- Zachary A. Hamel   -s- Kenneth P. Malvey
H. Kevin Birzer
  Zachary A. Hamel   Kenneth P. Malvey
 
-s- Terry Matlack
  -s- David J. Schulte    
Terry Matlack
  David J. Schulte    
...Steady Wins™
2      Tortoise Energy Infrastructure Corp.

 


TABLE OF CONTENTS

Summary Financial Information
Key Financial Data
Management’s Discussion
Schedule of Investments
Statement of Assets & Liabilities
Statement of Operations
Statement of Changes In Net Assets
Statement of Cash Flows
Financial Highlights
Notes to Financial Statements
Additional Information


Table of Contents

Summary Financial Information
         
    Period Ended  
    February 28, 2006  
Market value per share
  $ 29.42  
Net asset value per share
    27.55  
Total net assets
    410,642,165  
Unrealized appreciation of investments (excluding interest rate swap contracts) before deferred taxes
    23,899,784  
Unrealized appreciation of investments and interest rate swap contracts after deferred taxes
    14,616,504  
Net investment loss
    (560,455 )
Total realized gain
    240,272  
Total return (based on market value)
    4.22 %
Net operating expenses before leverage costs and taxes as a percent of average total assets(1)
    0.92 %
Distributable cash flow as a percent of average net assets(2)
    7.65 %
 
(1)   Annualized.
 
(2)   Annualized. See Key Financial Data which illustrates the calculation of distributable cash flow.
(PIE CHART)
2006 1st Quarter Report      3

 


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Key Financial Data (Unaudited)
(dollar amounts in thousands unless otherwise indicated)
         
    2005  
    Q1(1)  
Total Distributions Received from Investments
       
Distributions received from master limited partnerships
  $ 7,621  
Dividends paid in stock
    1,001  
Dividends from common stock
    22  
Short-term interest and dividend Income
    298  
 
     
Total from investments
    8,942  
Operating Expenses Before Leverage Costs and Current Taxes
       
Advisory fees, net of reimbursement
    947  
Other operating expenses
    254  
 
     
 
    1,201  
 
     
Distributable cash flow before leverage costs and current taxes
    7,741  
Leverage Cost(2)
    1,278  
Current income tax expense
     
 
     
Distributable Cash Flow
  $ 6,463  
 
     
 
       
Dividends paid on common stock
  $ 6,487  
Dividends paid on common stock per share
    0.44  
Payout percentage for period(3)
    100.4 %
Total assets, end of period
    623,527  
Average total assets during period(4)
    581,668  
Leverage (Tortoise Notes and Preferred Stock)
    145,000  
Leverage as a percent of total assets
    23.25 %
Unrealized appreciation after deferred taxes, end of period
    80,622  
Net assets, end of period
    418,339  
Average net assets during period(5)
    388,523  
Net asset value per common share
    28.37  
Market value per share
    29.44  
Shares outstanding
    14,744  
 
       
Selected Operating Ratios(6)
       
As a Percent of Average Total Assets
       
Total distributions received from investments
    6.24 %
Operating expenses before leverage costs and current taxes
    0.84 %
Distributable cash flow before leverage costs and current taxes
    5.40 %
As a Percent of Average Net Assets
       
Distributable cash flow
    6.75 %
 
(1)   Q1 is the period from December through February. Q2 is the period from March through May. Q3 is the period from June through August. Q4 is the period from September through November.
 
(2)   Leverage costs include interest expense, auction agent fee, interest rate swap expenses and preferred dividends.
 
(3)   Dividends paid as a percentage of Distributable Cash Flow.
 
(4)   Computed by averaging month-end values within each period.
 
(5)   Computed by averaging daily values for the period.
 
(6)   Annualized.
4      Tortoise Energy Infrastructure Corp.

 


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2005     2006  
Q2(1)     Q3(1)     Q4(1)     Q1(1)  
 
$ 8,523     $ 9,840     $ 10,188     $ 10,601  
  1,051       1,154       1,197       1,242  
  23       24       26       31  
  347       258       218       197  
                     
  9,944       11,276       11,629       12,071  
                             
  1,264       1,294       1,300       1,248  
  401       398       397       343  
                     
  1,665       1,692       1,697       1,591  
                     
  8,279       9,584       9,932       10,480  
  1,750       2,263       2,488       2,661  
              214       59  
                     
$ 6,529     $ 7,321     $ 7,230     $ 7,760  
                     
                             
$ 6,581     $ 6,674     $ 6,764     $ 7,155  
  0.445       0.45       0.455       0.48  
  100.8 %     91.2 %     93.6 %     92.2 %
  671,399       746,797       695,978       718,266  
  640,138       713,072       725,506       704,996  
  200,000       235,000       235,000       235,000  
  79,151       108,388       84,456       99,072  
  29.79 %     31.47 %     33.77 %     32.72 %
  410,284       432,553       404,274       410,642  
  416,695       432,245       421,244       411,181  
  27.75       29.16       27.12       27.55  
  28.33       32.10       28.72       29.42  
  14,787       14,832       14,906       14,906  
                             
 
                             
  6.16 %     6.27 %     6.43 %     6.94 %
  1.03 %     0.94 %     0.94 %     0.92 %
  5.13 %     5.33 %     5.49 %     6.03 %
                             
  6.22 %     6.72 %     6.88 %     7.65 %
2006 1st Quarter Report     5

 


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Management’s Discussion
The information contained in this section should be read in conjunction with our Financial Statements and the Notes thereto and our 2005 Annual Report to Stockholders. In addition, this report contains certain forward-looking statements. These statements include the plans and objectives of management for future operations and financial objectives and can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” or “continue” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors that could cause actual results and conditions to differ materially from those projected in these forward-looking statements are set forth in the “Risk Factors” section of our public filings with the SEC.
Overview
Tortoise Energy’s goal is to provide a growing dividend stream to our investors, and when combined with MLP growth prospects, the investment offers the opportunity for an attractive total return. We seek to provide our stockholders with an efficient vehicle to invest in the energy infrastructure sector. While we are a registered investment company under the Investment Company Act of 1940, we are not a “regulated investment company” for federal tax purposes. Our dividends do not generate unrelated business taxable income (UBTI) and our stock may therefore be suitable for holding by pension funds, IRAs and mutual funds as well as taxable accounts.
We invest primarily in MLPs through privately negotiated and public market purchases. MLPs are publicly traded partnerships, whose equity interests are traded in the form of units on public exchanges, such as the NYSE. Our private finance activity principally involves providing financing directly to an MLP through privately negotiated equity investments. Our private financing is generally used to fund growth, acquisitions, recapitalizations, debt repayments and bridge financings. We generally invest in companies that are publicly reporting, but for which a privately negotiated financing offers advantages.
Critical Accounting Policies
The financial statements are based on the selection and application of critical accounting policies, which require management to make significant estimates and assumptions. Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and require management’s most difficult, complex, or subjective judgments. Our critical accounting policies are those applicable to the valuation of investments and certain revenue recognition matters as discussed below.
Note 2 in the Notes to Financial Statements included in this report discloses the significant accounting policies of Tortoise Energy.
6      Tortoise Energy Infrastructure Corp.

 


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Management’s Discussion
(Continued)
Determining Dividends Distributed to Stockholders
Our portfolio generates cash flow from which we pay dividends to stockholders. We pay dividends out of our distributable cash flow (“DCF”), which is simply our income from investments less our total expenses. The income from our investments includes the amount received by us as cash distributions from MLPs, paid-in-kind distributions, and interest payments. The total expenses include current or anticipated operating expenses, total leverage costs and current income taxes on our operating income. Each are summarized for you in the table on pages 4 and 5 and are discussed in more detail below. We intend to reinvest the after-tax proceeds of sales of investments in order to maintain and grow our dividend rate.
Our Board of Directors reviews the dividend rate quarterly, and may adjust the quarterly dividend throughout the year. Our goal is to declare what we believe to be sustainable increases in our regular quarterly dividends. We have targeted to pay at least 95 percent of distributable cash flow on an annualized basis.
Investment Income
Our ability to generate cash is dependent on the ability of our portfolio of investments to generate cash flow from their operations. In order to maintain and grow our dividend to our stockholders, we evaluate each holding based upon its contribution to our investment income, our anticipation of its growth rate, and its risk relative to other potential investments.
We concentrate on MLPs with an increasing demand for services from economic and population growth. We utilize our disciplined investment process to select well-managed businesses with real, hard assets and stable recurring revenue streams.
Our focus remains primarily on investing in fee-based service providers that operate long-haul, interstate pipelines. We further diversify among issuers, geographies and energy commodities to achieve a dividend yield equivalent to a direct investment in energy infrastructure MLPs. In addition, most energy infrastructure companies are regulated and utilize an inflation escalator index that factors in inflation as a cost pass through. So, over the long-term, we believe MLPs will outpace interest rate increases and produce positive returns.
Investment income relating to DCF for 1st quarter 2006 was approximately $12.1 million representing a 35 percent increase from 1st quarter 2005 and a 3.8 percent increase from 4th quarter 2005. In addition, investment income represented 6.94 percent of average total assets for the 1st quarter 2006, an increase from 6.24 percent at 1st quarter 2005 and 6.43 percent at 4th quarter 2005. These increases reflect the issuance, and earnings from investment, of additional leverage, in addition to continuing distribution increases from a majority of our MLP investments.
2006 1st Quarter Report     7

 


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Management’s Discussion
(Continued)
Expenses
We incur two types of expenses: (1) operating expenses, consisting primarily of the advisory fee and other administrative expenses; and (2) leverage costs. The net operating expenses before leverage costs for 1st quarter 2006 increased $390,000 from 1st quarter 2005, primarily a result of increased average assets of $123.3 million from quarter to quarter generating an increase in asset based advisory fees. Operating expenses decreased 6.7 percent or $106,000 for 1st quarter 2006 as compared to 4th quarter 2005, as a result of reduced average assets during the 1st quarter 2006 decreasing advisory fees paid by $52,000, and a decrease in other operating expenses of $54,000. On a percentage basis, net operating expenses before leverage costs were an annualized 0.92 percent of average total assets for the 1st quarter 2006 as compared to 0.94 percent and 0.84 percent for 4th quarter 2005 and 1st quarter 2005, respectively.
Leverage costs consist of four major components: (1) the direct interest expense, which will vary from period to period as all of our Tortoise Notes have variable rates of interest; (2) the auction agent fees, which are the marketing costs for the variable rate leverage; (3) the realized gain or loss on our swap arrangements; and (4) our preferred dividends, which also carry a variable rate dividend. We have now locked-in our cost of leverage through interest rate swap agreements, converting our variable rate obligations to fixed rate obligations for the term of the swap agreements. With no short-term interest rate risk in Tortoise Energy, we now have an all-in weighted average cost of leverage of 4.52 percent. Details of the swaps are disclosed in note 10 of our notes to financial statements. Leverage costs of $2.7 million in 1st quarter 2006 as compared to $1.3 million in 1st quarter 2005, reflect an increase in all leverage costs components due to the increased amounts of leverage outstanding and full implementation of the swap agreements. Leverage costs increased $173,000 in 1st quarter 2006 from 4th quarter 2005 as our swap agreements were not fully implemented for the entire 4th quarter 2005.
Distributable Cash Flow
For 1st quarter 2006 our DCF was $7.8 million, an increase of $1.3 million or 20 percent from 1st quarter 2005 and $530,000 or 7.3 percent from 4th quarter 2005. From this, we paid a dividend of $7.2 million, or 92.2 percent of distributable cash flow. On a per share basis, the fund declared a $0.48 dividend on February 10, 2006, for an annualized run-rate of $1.92. This is an increase of 9.1 percent from the 1st quarter 2005 annualized run-rate of $1.76 and a 5.5 percent increase from the 4th quarter 2005 annualized run-rate of $1.82. With the growth in distributions from the master limited partnerships in which we invest, we expect the dividend to continue to grow at least 4 percent annually.
Taxation of our Distributions
We invest in partnerships which have larger distributions of cash than the accounting income which they generate. Accordingly, the distributions include a return of capital component for accounting and tax purposes on our books. Dividends declared and paid by the Company in a year generally differ from taxable income for that year as such dividends may include the distribution of current year taxable income or returns of capital.
8      Tortoise Energy Infrastructure Corp.

 


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Managements Discussion
(Continued)
The taxability of the dividend you receive depends on whether the corporation has annual earnings and profits. If so, those earnings and profits are first allocated to the preferred shares, and then to the common shares. Because most of the distributions we have received from MLP’s are not income for tax purposes, we currently have very little taxable income to offset against our expenses.
In the future however, Tortoise Energy could have earnings and profits and that would make our dividend like any other corporate dividend and taxable at the 15 percent qualified dividend rate. Our dividend would include a taxable component for either of two reasons: first, the tax characterization of the distributions we receive from MLPs could change and become less return of capital and more in the form of income. Second, and most likely, we could sell an MLP investment in which Tortoise Energy has a gain. The unrealized gain we have in the portfolio is reflected in the statement of assets and liabilities. Tortoise Energy’s Investments at Value are $705.9 million, with a cost of $546.1 million. The $159.8 million difference is gain that would be recognized if those investments were sold at those values. A sale would give rise to earnings and profits in that period and make the distributions taxable qualified dividends. Note, however, that the statement of assets and liabilities reflects as a deferred tax liability the possible future tax liability we would pay if all investments were liquidated at their indicated value. It is for these two reasons that we only estimate the tax treatment each time we send a dividend, because both of these items are unpredictable until the year is over. We currently expect that our estimated annual taxable income for 2006 will be less than 20 percent of our estimated dividend distributions to shareholders in 2006, although the ultimate determination will not be made until January 2007.
Liquidity and Capital Resources
Tortoise Energy had total assets of $718 million at quarter end. Our total assets reflect the value of our investments, which are itemized in the schedule of investments. It also reflects cash, interest and other receivables and any expenses that may have been prepaid from time to time. During 1st quarter 2006, total assets grew from $696 million to $718 million, an increase of 3.2 percent. This growth was primarily the result of an increase of $23.9 million in unrealized appreciation of investments during the quarter. Total assets increased $94.7 million from 1st quarter 2005, primarily as a result of the issuance of $90 million of additional leverage during the 2nd and 3rd quarters last year.
Total leverage outstanding as of February 28, 2006, is $235 million representing 32.7 percent of total assets, which is close to our target for leverage of approximately 33 percent of total assets.
While we currently have no plans to do so, we may in the future raise new debt and equity capital from time to time in order to fund investments we believe are beneficial to our shareholders. We have filed a shelf registration statement to allow us to issue new debt or equity capital quickly in the event suitable opportunities are presented.
2006 1st Quarter Report      9

 


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Schedule of Investments (Unaudited)
                 
    February 28, 2006  
    Shares     Value  
     
Common Stock— 1.0%(1)
               
 
               
Natural Gas Gathering/Processing — 1.0%(1)
               
Crosstex Energy, Inc. (Cost $2,172,703)
    54,136     $ 4,307,602  
 
             
 
               
Master Limited Partnerships and Related Companies — 167.9%(1)
               
 
               
Coal — 0.9%(1)
               
Natural Resource Partners, L.P.
    71,800       3,781,706  
 
             
 
               
Crude/Refined Products Pipelines — 99.4%(1)
               
Buckeye Partners, L.P.
    568,802       25,175,177  
Enbridge Energy Partners, L.P.
    904,000       40,408,800  
Holly Energy Partners, L.P.
    427,070       17,129,778  
Kinder Morgan Management, LLC(3)
    1,464,699       64,051,287  
Magellan Midstream Partners, L.P.
    2,190,213       68,969,807  
Pacific Energy Partners, L.P.
    656,500       20,318,675  
Pacific Energy Partners, L.P.(2)
    325,200       9,450,312  
Plains All American Pipeline, L.P.
    1,247,155       55,885,016  
Sunoco Logistics Partners, L.P.
    934,625       40,058,028  
TEPPCO Partners, L.P.
    812,745       29,608,300  
Valero, L.P.
    709,874       36,927,645  
 
             
 
            407,982,825  
 
             
 
               
Natural Gas/Natural Gas Liquid Pipelines — 15.7%(1)
               
Enterprise GP Holdings, L.P.
    71,400       2,845,290  
Enterprise Products Partners, L.P.
    2,248,940       54,604,263  
Northern Border Partners, L.P.
    144,600       6,955,260  
 
             
 
            64,404,813  
 
             
 
               
Natural Gas Gathering/Processing — 33.8%(1)
               
Copano Energy, LLC
    91,950       3,740,526  
Copano Energy, LLC(2)
    531,701       21,198,919  
Crosstex Energy, L.P.
    160,009       5,920,333  
Crosstex Energy, L.P.(2)
    108,578       3,776,343  
Energy Transfer Partners, L.P.
    1,804,600       64,460,312  
Hiland Partners, L.P.
    36,548       1,498,468  
Markwest Energy Partners, L.P.
    805,810       36,261,450  
Williams Partners, L.P.
    59,750       1,977,725  
 
             
 
            138,834,076  
 
             
 
               
Shipping — 5.3%(1)
               
K-Sea Transportation Partners, L.P.
    571,300       19,806,971  
Teekay LNG Partners, L.P.
    67,200       2,042,880  
 
             
 
            21,849,851  
 
             
10       Tortoise Energy Infrastructure Corp.

 


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Schedule of Investments (Unaudited)
(Continued)
                 
    February 28, 2006  
    Shares     Value  
     
Propane Distribution — 12.8%(1)
               
Inergy, L.P.
    1,767,979     $ 48,336,546  
Inergy, L.P.(2)
    82,655       2,001,904  
Inergy Holdings, L.P.
    61,761       2,099,874  
 
             
 
            52,438,324  
 
             
Total Master Limited Partnerships and Related Companies (Cost $531,602,985)
            689,291,595  
 
             
 
 
  Principal        
 
  Amount        
 
             
Promissory Note — 1.5%(1)
           
 
               
Shipping — 1.5%(1)
               
E.W. Transportation, LLC — Unregistered, 8.72%, Due 3/31/2009 (Cost $6,133,985)(2)(4)
  $ 6,197,549       6,133,985  
 
             
 
               
 
  Shares        
 
             
Short-Term Investments — 1.5%(1)
           
First American Government Obligations Money Market Fund — Class Y, 4.16%(5) (Cost $6,196,023)
    6,196,023       6,196,023  
 
             
 
               
Total Investments — 171.9%(1) (Cost $546,105,696)
            705,929,205  
Auction Rate Senior Notes — (40.2%)(1)
            (165,000,000 )
Interest Rate Swap Contracts — 0.7%(1)
               
$345,000,000 notional — Unrealized Appreciation, Net (6)
            2,965,831  
Liabilities in Excess of Cash and Other Assets — (15.4%)(1)
            (63,252,871 )
Preferred Shares at Redemption Value — (17.0%)(1)
            (70,000,000 )
 
             
 
               
Total Net Assets Applicable to Common Stockholders — 100.0%(1)
          $ 410,642,165  
 
             
 
(1)   Calculated as a percentage of net assets applicable to common stockholders.
 
(2)   Fair valued securities represent a total market value of $42,561,463 which represents 10.4% of net assets.
 
    These securities are deemed to be restricted; see Note 6 for further disclosure.
 
(3)   Security distributions are paid in kind. Related company of master limited partnership.
 
(4)   Security is a variable rate instrument. Interest rate is as of February 28, 2006.
 
(5)   Rate indicated is the 7-day effective yield.
 
(6)   See Note 10 for further disclosure.
2006 1st Quarter Report      11

 


Table of Contents

Statement of Assets & Liabilities (Unaudited)
         
    February 28, 2006  
Assets
       
Investments at value (cost $546,105,696)
  $ 705,929,205  
Cash
    6,511,031  
Receivable for Adviser reimbursement
    263,596  
Receivable for investments sold
     
Interest and dividend receivable
    39,240  
Distribution receivable
     
Unrealized appreciation on interest rate swap contracts, net
    2,965,831  
Prepaid expenses and other assets
    2,557,302  
 
     
Total assets
    718,266,205  
 
     
 
       
Liabilities
       
Payable to Adviser
    1,088,765  
Dividend payable on common shares
    7,154,647  
Dividend payable on preferred shares
    133,017  
Accrued expenses and other liabilities
    272,046  
Current tax liability
    58,500  
Deferred tax liability
    63,917,065  
Auction rate senior notes payable:
       
Series A, due July 15, 2044
    60,000,000  
Series B, due July 15, 2044
    50,000,000  
Series C, due April 10, 2045
    55,000,000  
 
     
Total liabilities
    237,624,040  
 
     
 
       
Preferred Shares
       
$25,000 liquidation value per share applicable to 2,800 outstanding shares (7,500 shares authorized)
    70,000,000  
 
     
Net assets applicable to common stockholders
  $ 410,642,165  
 
     
 
       
Net Assets Applicable to Common Stockholders Consist of
       
Capital stock, $0.001 par value; 14,905,515 shares issued and outstanding (100,000,000 shares authorized)
  $ 14,906  
Additional paid-in capital
    310,907,047  
Accumulated net investment loss, net of deferred tax benefit
    (3,468,317 )
Undistributed realized gain, net of deferred tax expense
    4,116,258  
Net unrealized gain on investments and interest rate swap contracts, net of deferred tax expense
    99,072,271  
 
     
Net assets applicable to common stockholders
  $ 410,642,165  
 
     
Net Asset Value per common share outstanding (net assets applicable to common shares, divided by common shares outstanding)
  $ 27.55  
 
     
See Accompanying Notes to the Financial Statements.
12      Tortoise Energy Infrastructure Corp.

 


Table of Contents

Statement of Operations (Unaudited)
         
    Period from  
    December 1, 2005  
    through  
    February 28, 2006  
Investment Income
       
Distributions received from master limited partnerships
  $ 10,600,860  
Less return of capital on distributions
    (8,132,187 )
 
     
Distribution income from master limited partnerships
    2,468,673  
Dividends from common stock
    30,988  
Dividends from money market mutual funds
    53,431  
Interest
    143,188  
 
     
Total Investment Income
    2,696,280  
 
     
 
       
Expenses
       
Advisory fees
    1,646,552  
Administrator fees
    114,464  
Professional fees
    95,911  
Reports to stockholders
    33,140  
Directors’ fees
    29,178  
Custodian fees and expenses
    16,274  
Fund accounting fees
    14,794  
Registration fees
    14,041  
Stock transfer agent fees
    3,373  
Other expenses
    22,161  
 
     
Total Expenses before Interest Expense and Auction Agent Fees
    1,989,888  
 
     
Interest expense
    1,805,794  
Auction agent fees
    159,515  
 
     
Total Interest Expense and Auction Agent Fees
    1,965,309  
 
     
Total Expenses
    3,955,197  
 
     
Less expense reimbursement by Adviser
    (398,639 )
 
     
Net Expenses
    3,556,558  
 
     
Net Investment Loss, before income taxes
    (860,278 )
Current tax expense
    (58,500 )
Deferred tax benefit
    358,323  
 
     
Income tax benefit
    299,823  
 
     
Net Investment Loss
    (560,455 )
 
     
2006 1st Quarter Report      13

 


Table of Contents

Statement of Operations (Unaudited)
(Continued)
         
    Period from  
    December 1, 2005  
    through  
    February 28, 2006  
Realized and Unrealized Gain on Investments
       
Net realized gain on investments
  $ 380,366  
Net realized gain on interest rate swap settlements
    13,522  
 
     
Net realized gain, before deferred tax expense
    393,888  
Deferred tax expense
    (153,616 )
 
     
Net realized gain on investments and interest rate swap settlements
    240,272  
Net unrealized appreciation of investments
    23,899,784  
Net unrealized appreciation of interest rate swap contracts
    63,315  
 
     
Net unrealized gain, before deferred tax expense
    23,963,099  
Deferred tax expense
    (9,346,595 )
 
     
Net unrealized appreciation of investments and interest rate swap contracts
    14,616,504  
 
     
Net Realized and Unrealized Gain on Investments
    14,856,776  
 
     
Dividends to Preferred Stockholders
    (773,009 )
 
     
Net Increase in Net Assets Applicable to Common Stockholders Resulting from Operations
  $ 13,523,312  
 
     
See Accompanying Notes to the Financial Statements.
14        Tortoise Energy Infrastructure Corp.

 


Table of Contents

Statement of Changes in Net Assets
                 
    Period from        
    December 1, 2005        
    through     Year Ended  
    February 28, 2006     November 30, 2005  
    (Unaudited)          
Operations
               
Net investment loss
  $ (560,455 )   $ (2,664,574 )
Net realized gain on investments and interest rate swap settlements
    240,272       3,910,013  
Net unrealized appreciation of investments and interest rate swap contracts
    14,616,504       36,586,625  
Dividends to preferred stockholders
    (773,009 )     (1,639,910 )
 
           
Net increase in net assets applicable to common stockholders resulting from operations
    13,523,312       36,192,154  
 
           
Dividends and Distributions to Common Stockholders
               
Net investment income
           
Return of capital
    (7,154,647 )     (26,506,341 )
 
           
Total dividends to common stockholders
    (7,154,647 )     (26,506,341 )
 
           
Capital Share Transactions
               
Proceeds from secondary offering of 1,755,027 common shares
          47,999,988  
Proceeds from issuance of 263,254 common shares in connection with exercising an overallotment option granted to underwriters of the secondary offering
          7,199,997  
Underwriting discounts and offering expenses associated with the issuance of common shares
          (2,443,688 )
Underwriting discounts and offering expenses associated with the issuance of preferred shares
          (356,815 )
Issuance of 203,080 common shares from reinvestment of dividend distributions to stockholders
          5,635,662  
 
           
Net increase in net assets, applicable to common stockholders, from capital share transactions
          58,035,144  
 
           
Total increase in net assets applicable to common stockholders
    6,368,665       67,720,957  
Net Assets
               
Beginning of period
    404,273,500       336,552,543  
 
           
End of period
  $ 410,642,165     $ 404,273,500  
 
           
Accumulated net investment loss, net of deferred tax benefit, at the end of period
  $ (3,468,317 )   $ (2,907,862 )
 
           
See Accompanying Notes to the Financial Statements.
2006 1st Quarter Report      15

 


Table of Contents

Statement of Cash Flows (Unaudited)
         
    Period from  
    December 1, 2005  
    through  
    February 28, 2006  
Cash Flows From Operating Activities        
Distributions received from master limited partnerships
  $ 10,600,860  
Interest and dividend income received
    221,788  
Purchases of long term investments
    (157,675 )
Proceeds from sale of long-term investments
    1,183,191  
Purchases of short term investments, net
    (499,609 )
Proceeds from interest rate swap settlements, net
    13,522  
Interest expense paid
    (2,034,307 )
Operating expenses paid
    (2,038,443 )
 
     
Net cash provided by operating activities
    7,289,327  
 
     
Cash Flows From Financing Activities
       
Dividends paid to preferred stockholders
    (823,718 )
 
     
Net cash used in financing activities
    (823,718 )
 
     
Net increase in cash
    6,465,609  
Cash — beginning of period
    45,422  
 
     
Cash — end of period
  $ 6,511,031  
 
     
16      Tortoise Energy Infrastructure Corp.

 


Table of Contents

Statement of Cash Flows (Unaudited)
(Continued)
         
    Period from  
    December 1, 2005  
    through  
    February 28, 2006  
Reconciliation of net increase in net assets applicable to common stockholders resulting from operations to net cash provided by operating activities
       
Net increase in net assets applicable to common stockholders resulting from operations
  $ 13,523,312  
Adjustments to reconcile net increase in net assets applicable to common stockholders resulting from operations to net cash provided by operating activities:
       
Purchases of long-term investments
    (157,675 )
Return of capital adjustments
    8,132,187  
Proceeds from sales of long-term investments
    1,183,191  
Purchases of short term investments, net
    (499,609 )
Deferred income taxes
    9,141,888  
Net unrealized appreciation on investments and interest rate swap contracts
    (23,963,099 )
Realized gains on investments and interest rate swap settlements
    (393,888 )
Accretion of discount on investments
    (4,342 )
Amortization of debt issuance costs
    14,198  
Dividends to preferred stockholders
    773,009  
Changes in operating assets and liabilities:
       
Increase in interest and dividend receivable
    (1,477 )
Increase in prepaid expenses and other assets
    (143,847 )
Decrease in receivable for investments sold
     
Decrease in current tax liability
    (155,761 )
Decrease in payable to Adviser, net of expense reimbursement
    (38,207 )
Decrease in accrued expenses and other liabilities
    (120,553 )
 
     
Total adjustments
    (6,233,985 )
 
     
Net cash provided by operating activities
  $ 7,289,327  
 
     
See Accompanying Notes to the Financial Statements.
2006 1st Quarter Report      17

 


Table of Contents

Financial Highlights
         
    Period from  
    December 1, 2005  
    through  
    February 28, 2006  
    (Unaudited)  
Per Common Share Data(2)
       
Net Asset Value, beginning of period
  $ 27.12  
Public offering price
     
Underwriting discounts and offering costs on initial public offering
     
Underwriting discounts and offering costs on issuance of preferred shares
     
Premiums less underwriting discounts and offering costs on secondary offering(7)
     
Income (loss) from Investment Operations:
       
Net investment (loss)(8)
    (0.04 )
Net realized and unrealized gain on investments(8)
    1.00  
 
     
Total increase from investment operations
    0.96  
 
     
Less Dividends to Preferred Stockholders:
       
Net investment income
     
Return of capital
    (0.05 )
 
     
 
Total dividends to preferred stockholders
    (0.05 )
 
     
Less Dividends to Common Stockholders:
       
Net investment income
     
Return of capital
    (0.48 )
 
     
 
Total dividends to common stockholders
    (0.48 )
 
     
 
Net Asset Value, end of period
  $ 27.55  
 
     
 
Per common share market value, end of period
  $ 29.42  
Total Investment Return Based on Market Value(3)
    4.22 %
Supplemental Data and Ratios
       
Net assets applicable to common stockholders, end of period (000’s)
  $ 410,642  
Ratio of expenses (including current and deferred income tax expense) to average net assets before waiver:(4)(6)(9)
    12.97 %
Ratio of expenses (including current and deferred income tax expense) to average net assets after waiver:(4)(6)(9)
    12.58 %
Ratio of expenses (excluding current and deferred income tax expense) to average net assets before waiver:(4)(6)(9)
    3.96 %
Ratio of expenses (excluding current and deferred income tax expense) to average net assets after waiver:(4)(6)(9)
    3.57 %
Ratio of expenses (excluding current and deferred income tax expense), without regard to non-recurring organizational expenses, to average net assets before waiver:(4)(6)(9)
    3.96 %
Ratio of expenses (excluding current and deferred income tax expense), without regard to non-recurring organizational expenses, to average net assets after waiver:(4)(6)(9)
    3.57 %
18     Tortoise Energy Infrastructure Corp.

 


Table of Contents

               
          Period from  
          February 27, 2004(1)  
  Year Ended     through  
  November 30, 2005     November 30, 2004  
               
               
  $ 26.53     $  
          25.00  
          (1.17 )
    (0.02 )     (0.06 )
           
               
    (0.16 )     (0.03 )
    2.67       3.77  
           
    2.51       3.74  
           
               
           
    (0.11 )     (0.01 )
           
    (0.11 )     (0.01 )
           
               
           
    (1.79 )     (0.97 )
           
    (1.79 )     (0.97 )
           
  $ 27.12     $ 26.53  
           
  $ 28.72     $ 27.06  
    13.06 %     12.51 %
               
  $ 404,274     $ 336,553  
    9.10 %     15.20 %
    8.73 %     14.92 %
    3.15 %     2.01 %
    2.78 %     1.73 %
    3.15 %     1.90 %
    2.78 %     1.62 %
2006 1st Quarter Report    19

 


Table of Contents

Financial Highlights (Unaudited)
(Continued)
           
    Period from  
    December 1, 2005  
    through  
    February 28, 2006  
    (Unaudited)  
Ratio of net investment loss to average net assets before waiver:(4)(6)(10)
    (1.30 )%  
Ratio of net investment loss to average net assets after waiver:(4)(6)(10)
    (0.91 )%  
Ratio of net investment loss to average net assets after current and deferred income tax expense, before waiver:(4)(9)
    (10.31 )%  
Ratio of net investment loss to average net assets after current and deferred income tax expense, after waiver:(4)(9)
    (9.92 )%  
Portfolio turnover rate
    0.02 %  
Tortoise Auction Rate Senior Notes, end of period (000’s)
  $ 165,000    
Tortoise Preferred Shares, end of period (000’s)
  $ 70,000    
Per common share amount of auction rate senior notes outstanding at end of period
  $ 11.07    
Per common share amount of net assets, excluding auction rate senior notes, at end of period
  $ 38.62    
Asset coverage, per $1,000 of principal amount of auction rate senior notes
         
Series A
  $ 3,913    
Series B
  $ 3,913    
Series C
  $ 3,913    
Asset coverage, per $25,000 liquidation value per share of preferred shares
  $ 171,658    
Asset coverage ratio of auction rate senior notes(5)
    391 %  
Asset coverage ratio of preferred shares(11)
    275 %  
 
(1)   Commencement of Operations.
 
(2)   Information presented relates to a share of common stock outstanding for the entire period.
 
(3)   Not Annualized for periods less than a year. Total investment return is calculated assuming a purchase of common stock at the market price on the first day and a sale at the current market price on the last day of the period reported. The calculation also assumes reinvestment of dividends at actual prices pursuant to the Company’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions.
 
(4)   Annualized for periods less than one full year.
 
(5)   Represents value of total assets less all liabilities and indebtedness not represented by auction rate senior notes and preferred shares at the end of the period divided by auction rate senior notes outstanding at the end of the period.
 
(6)   The expense ratios and net investment loss ratios do not reflect the effect of dividend payments to preferred stockholders.
20     Tortoise Energy Infrastructure Corp.

 


Table of Contents

               
          Period from
          February 27,
  Year Ended   2004 (1) through
  November 30, 2005   November 30, 2004
               
    (1.42 )%     (0.45 )%
    (1.05 )%     (0.17 )%
    (7.37 )%     (13.37 )%
    (7.00 )%     (13.65 )%
    4.92 %     1.39 %
  $ 165,000     $ 110,000  
  $ 70,000     $ 35,000  
  $ 11.07     $ 8.67  
  $ 38.19     $ 35.21  
               
  $ 3,874     $ 4,378  
  $ 3,874     $ 4,378  
  $ 3,874        
  $ 169,383     $ 265,395  
    387 %     438 %
    272 %     332 %
 
(7)   The amount is less than $0.01 per share, and represents the premium on the secondary offering of $0.14 per share, less the underwriting discounts and offering costs of $0.14 per share for the year ending November 30, 2005.
 
(8)   The per common share data for the period ended November 30, 2004, do not reflect the change in estimate of investment income and return of capital.
 
(9)   The Company accrued $9,200,388, $24,659,420 and $30,330,018 for the quarter ended February 28, 2006, for the year ended November 30, 2005 and for the period from February 27, 2004 through November 30, 2004, respectively, in current and deferred income tax expense.
 
(10)   The ratio excludes net deferred income tax benefit on net investment loss.
 
(11)   Represents value of total assets less all liabilities and indebtedness not represented by auction rate senior notes and preferred shares at the end of the period divided by the sum of auction rate senior notes and preferred shares outstanding at the end of the period.
2006 1st Quarter Report    21

 


Table of Contents

Notes to Financial Statements (Unaudited)
February 28, 2006
1. Organization
Tortoise Energy Infrastructure Corp. (the “Company”) was organized as a Maryland corporation on October 29, 2003, and is a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to seek a high level of total return with an emphasis on current dividends paid to shareholders. The Company seeks to provide its shareholders with an efficient vehicle to invest in the energy infrastructure sector. The Company commenced operations on February 27, 2004. The Company’s shares are listed on the New York Stock Exchange under the symbol “TYG.”
2. Significant Accounting Policies
A. Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
B. Investment Valuation
The Company primarily owns securities that are listed on a securities exchange. The Company values those securities at their last sale price on that exchange on the valuation date. If the security is listed on more than one exchange, the Company will use the price of the exchange that it generally considers to be the principal exchange on which the security is traded. Securities listed on the NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If there has been no sale on such exchange or NASDAQ on such day, the security will be valued at the mean between bid and ask price on such day.
The Company may invest up to 30 percent of its total assets in restricted securities. Restricted securities are subject to statutory or contractual restrictions on their public resale, which may make it more difficult to obtain a valuation and may limit the Company’s ability to dispose of them. Investments in private placement securities and other securities for which market quotations are not readily available will be valued in good faith by using fair value procedures approved by the Board of Directors. Such fair value procedures consider factors such as discounts to publicly traded issues, securities with similar yields, quality, type of issue, coupon, duration and rating. If events occur that will affect the value of the Company’s portfolio securities before the net asset value has been calculated (a “significant event”), the portfolio securities so affected will generally be priced using a fair value procedure.
22    Tortoise Energy Infrastructure Corp.

 


Table of Contents

Notes to Financial Statements (Unaudited)
(Continued)
The Company generally values short-term debt securities at prices based on market quotations for such securities, except those securities purchased with 60 days or less to maturity are valued on the basis of amortized cost, which approximates market value.
The Company generally values its interest rate swap contracts by discounting the future cash flows from the stated terms of the interest rate swap agreement by using interest rates currently available in the market, or based on dealer quotations, if available.
C. Security Transactions and Investment Income
Security transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses are reported on an identified cost basis. Interest income is recognized on the accrual basis, including amortization of premiums and accretion of discounts. Distributions are recorded on the ex-dividend date. Distributions received from the Company’s investments in master limited partnerships (“MLPs”) generally are comprised of ordinary income, capital gains and return of capital from the MLP. The Company records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded, as the actual character of these distributions are not known until after the fiscal year-end of the Company.
D. Dividends to Stockholders
Dividends to common stockholders are recorded on the ex-dividend date. The character of dividends to common stockholders made during the year may differ from their ultimate characterization for federal income tax purposes. For the year ended November 30, 2005 and the period ended February 28, 2006, the Company’s dividends, for book purposes, were comprised entirely of return of capital as a result of the net investment loss incurred by the Company in each reporting period. For the year ended November 30, 2005, for tax purposes, the Company determined the dividends to common stockholders were comprised of 100 percent return of capital.
Dividends to preferred stockholders are based on variable rates set at auctions, normally held every 28 days. Dividends on preferred shares are accrued on a daily basis for the subsequent 28 day period at a rate as determined on the auction date. Dividends on preferred shares are payable every 28 days, on the first day following the end of the dividend period.
2006 1st Quarter Report    23

 


Table of Contents

Notes to Financial Statements (Unaudited)
(Continued)
E. Federal Income Taxation
The Company, as a corporation, is obligated to pay federal and state income tax on its taxable income. The Company invests its assets primarily in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Company reports its allocable share of the MLP’s taxable income in computing its own taxable income. The Company’s tax expense or benefit will be included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
F. Organization Expenses, Offering and Debt Issuance Costs
The Company is responsible for paying all organizational expenses, which were expensed as incurred. Offering costs related to the issuance of common and preferred stock are charged to additional paid-in capital when the shares are issued. Offering costs (excluding underwriter commissions) of $164,530 were charged to additional paid-in capital for the MMP II preferred shares issued in July of 2005. Debt issuance costs related to the auction rate senior notes payable are capitalized and amortized over the period the notes are outstanding. The amount of such capitalized costs (excluding underwriter commissions) for Auction Rate Senior Notes Series C issued in April of 2005, was $254,099.
G. Derivative Financial Instruments
The Company uses derivative financial instruments (principally interest rate swap contracts) to manage interest rate risk. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. The Company does not hold or issue derivative financial instruments for speculative purposes. All derivative financial instruments are recorded at fair value with changes in value during the reporting period, and amounts accrued under the agreements, included as unrealized gains or losses in the Statement of Operations. Monthly cash settlements under the terms of the interest rate swap agreements are recorded as realized gains or losses in the Statement of Operations.
H. Indemnifications
Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In addition, in the normal course of business, the Company may enter into contracts that provide general indemnification to other parties. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred, and may not occur. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
24    Tortoise Energy Infrastructure Corp.

 


Table of Contents

Notes to Financial Statements (Unaudited)
(Continued)
3 . Concentration of Risk
The Company’s investment objective is to seek a high level of total return with an emphasis on current dividends paid to its shareholders. Under normal circumstances, the Company intends to invest at least 90 percent of its total assets in securities of domestic energy infrastructure companies, and will invest at least 70 percent of its total assets in equity securities of MLPs. The Company will not invest more than 10 percent of its total assets in any single issuer as of the time of purchase. The Company may invest up to 25 percent of its assets in debt securities, which may include below investment grade securities. Companies that primarily invest in a particular sector may experience greater volatility than companies investing in a broad range of industry sectors. The Company may, for defensive purposes, temporarily invest all or a significant portion of its assets in investment grade securities, short-term debt securities and cash or cash equivalents. To the extent the Company uses this strategy, it may not achieve its investment objectives.
4. Agreements
The Company has entered into an Investment Advisory Agreement with Tortoise Capital Advisors, LLC (the “Adviser”). Under the terms of the agreement, the Company will pay the Adviser a fee equal to an annual rate of 0.95 percent of the Company’s average monthly total assets (including any assets attributable to leverage) minus the sum of accrued liabilities (other than deferred income taxes, debt entered into for purposes of leverage and the aggregate liquidation preference of outstanding preferred shares) (“Managed Assets”), in exchange for the investment advisory services provided. For the period following the commencement of the Company’s operations through February 28, 2006, the Adviser has agreed to waive or reimburse the Company for fees and expenses in an amount equal to 0.23 percent of the average monthly Managed Assets of the Company. For years ending February 28, 2007, 2008 and 2009, the Adviser has agreed to waive or reimburse the Company for fees and expenses in an amount equal to 0.10 percent of the average monthly Managed Assets of the Company.
The Company has engaged U.S. Bancorp Fund Services, LLC to serve as the Company’s administrator. The Company pays the administrator a monthly fee computed at an annual rate of 0.07 percent of the first $300 million of the Company’s Managed Assets, 0.06 percent on the next $500 million of Managed Assets and 0.04 percent on the balance of the Company’s Managed Assets, subject to a minimum annual fee of $45,000.
Computershare Investor Services, LLC serves as the Company’s transfer agent, dividend paying agent, and agent for the automatic dividend reinvestment plan.
2006 1st Quarter Report    25

 


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Notes to Financial Statements (Unaudited)
(Continued)
U.S. Bank, N.A. serves as the Company’s custodian. The Company pays the custodian a monthly fee computed at an annual rate of 0.015 percent on the first $100 million of the Company’s Managed Assets and 0.01 percent on the balance of the Company’s Managed Assets, subject to a minimum annual fee of $4,800.
5. Income Taxes
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Company’s deferred tax assets and liabilities as of February 28, 2006 are as follows:
         
Deferred tax assets:
       
Net operating loss carryforwards
  $ 8,564,090  
Organization costs
    58,267  
 
     
 
    8,622,357  
 
     
 
       
Deferred tax liabilities:
       
Unrealized gains on investment securities and interest rate swap contracts
    63,487,843  
Basis reduction of investment in MLPs
    9,051,579  
 
     
 
    72,539,422  
 
     
Total net deferred tax liability
  $ 63,917,065  
 
     
For the period from December 1, 2005 to February 28, 2006, the components of income tax expense include foreign taxes of $58,500 and deferred federal and state income taxes (net of federal tax benefit) of $8,204,258 and $937,630, respectively. As of November 30, 2005, the Company had a net operating loss for federal income tax purposes of approximately $19,171,000. If not utilized, this net operating loss will expire as follows: $2,833,000 and $16,338,000 in the years ending November 30, 2024 and 2025, respectively.
Total income taxes differ from the amount computed by applying the federal statutory income tax rate of 35 percent to net investment income and realized and unrealized gains on investments and interest rate swap contracts before taxes for the period from December 1, 2005 through February 28, 2006, as follows:
         
Application of statutory income tax rate
  $ 8,223,848  
State income taxes, net of federal tax benefit
    939,868  
Other, net
    36,672  
 
     
Total
  $ 9,200,388  
 
     
26    Tortoise Energy Infrastructure Corp.

 


Table of Contents

Notes to Financial Statements (Unaudited)
(Continued)
6. Restricted Securities
Certain of the Company’s investments are restricted and are valued as determined in accordance with procedures established by the Board of Directors and more fully described in Note 2. The table below shows the number of units held or principal amount, the acquisition dates, acquisition costs, value per unit of such securities and percent of net assets which the securities comprise.
                                             
        Number of                                
        Units or                             Percent  
        Principal     Acquisition     Acquisition     Value     of Net  
Investment Security       Amount     Date     Cost     Per Unit     Assets  
 
Copano Energy, LLC
  Common Units     531,701       8/01/05     $ 15,000,089     $ 39.87       5.2 %
Crosstex Energy, L.P.
  Common Units     108,578       11/01/05       4,000,014       34.78       0.9  
Pacific Energy Partners, L.P.
  Common Units     325,200       9/30/05       9,824,902       29.06       2.3  
Inergy, L.P.
  Subordinated Units     82,655       9/14/04                        
 
                2/04/05       2,232,123       24.22       0.5  
E.W. Transportation, LLC
  Promissory Note   $ 6,197,549       5/03/04       8,569,500       N/A       1.5  
 
                                       
 
                      $ 39,626,628               10.4 %
 
                                       
7. Investment Transactions
For the period ended February 28, 2006, the Company purchased (at cost) and sold securities (at proceeds) in the amount of $157,675 and $1,183,191 (excluding short-term debt securities and interest rate swaps), respectively.
8. Auction Rate Senior Notes
The Company has issued $60,000,000, $50,000,000, and $55,000,000 aggregate principal amount of auction rate senior notes Series A, Series B, and Series C, respectively (collectively, the “Notes”). The Notes were issued in denominations of $25,000. The principal amount of the Notes will be due and payable on July 15, 2044 for Series A and Series B, and April 10, 2045 for Series C. Fair value of the notes approximates carrying amount because the interest rate fluctuates with changes in interest rates available in the current market.
Holders of the Notes are entitled to receive cash interest payments at an annual rate that may vary for each rate period. Interest rates for Series A, Series B, and Series C as of February 28, 2006 were 4.79 percent, 4.80 percent, and 4.81 percent, respectively. The weighted average interest rates for Series A, Series B, and Series C for the period ended February 28, 2006, were 4.63 percent, 4.64 percent, and 4.51 percent, respectively. These rates include the applicable rate based on the latest
2006 1st Quarter Report    27

 


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Notes to Financial Statements (Unaudited)
(Continued)
results of the auction, plus commissions paid to the auction agent in the amount of 0.25 percent. For each subsequent rate period, the interest rate will be determined by an auction conducted in accordance with the procedures described in the Notes’ prospectus. Generally, the rate period will be 28 days for Series A and Series B, and 7 days for Series C. The Notes are not listed on any exchange or automated quotation system.
The Notes are redeemable in certain circumstances at the option of the Company. The Notes are also subject to a mandatory redemption if the Company fails to meet an asset coverage ratio required by law, or fails to cure a deficiency as stated in the Company’s rating agency guidelines in a timely manner.
The Notes are unsecured obligations of the Company and, upon liquidation, dissolution or winding up of the Company, will rank: (1) senior to all the Company’s outstanding preferred shares; (2) senior to all of the Company’s outstanding common shares; (3) on a parity with any unsecured creditors of the Company and any unsecured senior securities representing indebtedness of the Company; and (4) junior to any secured creditors of the Company.
9. Preferred Shares
The Company has 7,500 authorized Money Market Preferred (“MMP”) Shares, of which 2,800 shares (1,400 MMP Shares and 1,400 MMP II Shares) are currently outstanding. The MMP and MMP II Shares have rights determined by the Board of Directors. The MMP and MMP II Shares have a liquidation value of $25,000 per share plus any accumulated, but unpaid dividends, whether or not declared.
Holders of the MMP and MMP II Shares are entitled to receive cash dividend payments at an annual rate that may vary for each rate period. The dividend rates for MMP and MMP II Shares as of February 28, 2006, were 4.80 percent and 4.88 percent, respectively. The weighted average dividend rate for MMP and MMP II Shares for the period ended February 28, 2006, were 4.64 percent and 4.71 percent, respectively. These rates include the applicable rate based on the latest results of the auction, plus commissions paid to the auction agent in the amount of 0.25 percent. Under the Investment Company Act of 1940, the Company may not declare dividends or make other distribution on shares of common stock or purchases of such shares if, at the time of the declaration, distribution or purchase, asset coverage with respect to the outstanding MMP Shares would be less than 200 percent.
The MMP and MMP II Shares are redeemable in certain circumstances at the option of the Company. The MMP and MMP II Shares are also subject to a mandatory redemption if the Company fails to meet an asset coverage ratio required by law, or fails to cure a deficiency as stated in the Company’s rating agency guidelines in a timely manner.
28    Tortoise Energy Infrastructure Corp.

 


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Notes to Financial Statements (unaudited)
(Continued)
The holders of MMP and MMP II Shares have voting rights equal to the holders of common stock (one vote per share) and will vote together with the holders of shares of common stock as a single class except on matters affecting only the holders of preferred stock or the holders of common stock.
10. Interest Rate Swap Contracts
The Company has entered into interest rate swap contracts to protect itself from increasing interest expense on its leverage resulting from increasing short-term interest rates. A decline in interest rates may result in a decline in the value of the swap contracts, which may result in a decline in the net assets of the Company. In addition, if the counterparty to the interest rate swap contracts defaults, the Company would not be able to use the anticipated receipts under the swap contracts to offset the interest payments on the Company’s leverage. At the time the interest rate swap contracts reach their scheduled termination, there is a risk that the Company would not be able to obtain a replacement transaction or that the terms of the replacement would not be as favorable as on the expiring transaction. In addition, if the Company is required to terminate any swap contract early due to the Company failing to maintain a required 300 percent asset coverage of the liquidation value of the outstanding auction rate senior notes or if the Company loses its credit rating on its auction rate senior notes, then the Company could be required to make a termination payment, in addition to redeeming all or some of the auction rate senior notes. Details of the interest rate swap contracts outstanding as of February 28, 2006, were as follows:
                                         
                    Fixed Rate     Floating Rate   Unrealized  
      Maturity     Notional     Paid by     Received by   Appreciation/  
Counterparty     Date     Amount     the Company     the Company   (Depreciation)  
 
U.S. Bank, N.A.
    7/10/2007     $ 60,000,000       3.54 %   1 month U.S. Dollar LIBOR   $ 1,164,255  
U.S. Bank, N.A.*
    7/10/2011       60,000,000       4.63 %   1 month U.S. Dollar LIBOR     610,359  
U.S. Bank, N.A.
    7/17/2007       50,000,000       3.56 %   1 month U.S. Dollar LIBOR     1,005,206  
U.S. Bank, N.A.*
    7/17/2011       50,000,000       4.64 %   1 month U.S. Dollar LIBOR     499,466  
U.S. Bank, N.A.
    5/01/2014       55,000,000       4.54 %   1 week U.S. Dollar LIBOR     1,489,314  
U.S. Bank, N.A.
    11/12/2020       35,000,000       5.20 %   1 month U.S. Dollar LIBOR     (880,707 )
U.S. Bank, N.A.
    11/18/2020       35,000,000       5.21 %   1 month U.S. Dollar LIBOR     (922,062 )
 
                                 
 
          $ 345,000,000                     $ 2,965,831  
 
                                   
 
*   The Company has entered into additional interest rate swap contracts for Series A and Series B notes with settlements commencing on 7/10/2007 and 7/17/2007, respectively.
The Company is exposed to credit risk on the interest rate swap contracts if the counterparty should fail to perform under the terms of the interest rate swap contracts. The amount of credit risk is limited to the net appreciation of the interest rate swap contract, as no collateral is pledged by the counterparty.
2006 1st Quarter Report    29

 


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Notes to Financial Statements (Unaudited)
(Continued)
11. Common Stock
The Company has 100,000,000 shares of capital stock authorized and 14,905,515 shares outstanding at February 28, 2006. Transactions in common shares for the year ended November 30, 2005 were as follows:
         
Shares at November 30, 2004
    12,684,154  
Shares sold through secondary offering and exercise of overallotment options
    2,018,281  
Shares issued through reinvestment of dividends
    203,080  
 
     
Shares at November 30, 2005
    14,905,515  
 
     
There were no transactions in common shares for the period from December 1, 2005 through February 28, 2006.
12. Subsequent Event
On March 1, 2006, the Company paid a dividend in the amount of $0.48 per share, for a total of $7,154,647. Of this total, the dividend reinvestment amounted to $1,063,107.
30    Tortoise Energy Infrastructure Corp.

 


Table of Contents

Additional Information (Unaudited)
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the Securities Act of 1933. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect Tortoise Energy Infrastructure Corp.’s actual results are the performance of the portfolio of investments held by it, the conditions in the U.S. and international financial, petroleum and other markets, the price at which shares of Tortoise Energy Infrastructure Corp. will trade in the public markets and other factors discussed in filings with the SEC.
Proxy Voting Policies
A description of the policies and procedures that the Company uses to determine how to vote proxies relating to portfolio securities owned by the Company and information regarding how the Company voted proxies relating to the portfolio of securities during the period ended June 30, 2005 is available to stockholders (i) without charge, upon request by calling the Company at (913) 981-1020 or toll-free at (888) 728-8784; and (ii) on the SEC’s Web site at www.sec.gov.
Form N-Q
The Company files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The Company’s Form N-Q and statement of additional information are available without charge upon request by calling the Company at (888) 728-8784 or by visiting the SEC’s Web site at www.sec.gov. In addition, you may review and copy the Company’s Form N-Q at the Commissions Public Reference Room in Washington D.C. You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.
Privacy Policy
In order to conduct its business, the Company collects and maintains certain nonpublic personal information about our stockholders of record with respect to their transactions in shares of our securities. This information includes the stockholder’s address, tax identification or Social Security number, share balances, and dividend elections. We do not collect or maintain personal information about stockholders whose share balances of our securities are held in “street name” by a financial institution such as a bank or broker.
We do not disclose any nonpublic personal information about you, our other stockholders or our former stockholders to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law.
To protect your personal information internally, we restrict access to nonpublic personal information about our stockholders to those employees who need to know that information to provide services to our stockholders. We also maintain certain other safeguards to protect your nonpublic personal information.
2006 1st Quarter Report    31

 


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(TORTOISE ENERGY INFRASTRUCTURE CORP. LOGO)

 


Table of Contents

Office of the Company
and of the Investment Adviser

Tortoise Capital Advisors, L.L.C.
10801 Mastin Boulevard, Suite 222
Overland Park, Kan. 66210
(913) 981-1020
(913) 981-1021 (fax)
www.tortoiseadvisors.com
Managing Directors of
Tortoise Capital Advisors, L.L.C.

H. Kevin Birzer
Zachary A. Hamel
Kenneth P. Malvey
Terry Matlack
David J. Schulte
Board of Directors of
Tortoise Energy Infrastructure Corp.
H. Kevin Birzer, Chairman
Tortoise Capital Advisors, L.L.C.
Terry Matlack
Tortoise Capital Advisors, L.L.C.
Conrad S. Ciccotello
Independent
John R. Graham
Independent
Charles E. Heath
Independent
ADMINISTRATOR
U.S. Bancorp Fund Services, L.L.C.
615 East Michigan St.
Milwaukee, Wis. 53202
CUSTODIAN
U.S. Bank, N.A.
425 Walnut St.
Cincinnati, Ohio 45202
TRANSFER AGENT
Computershare Investor Services, L.L.C.
2 North LaSalle St.
Chicago, Ill. 60602
(888) 728-8784
www.computershare.com
LEGAL COUNSEL
Blackwell Sanders Peper Martin LLP
4801 Main St.
Kansas City, Mo. 64112
INVESTOR RELATIONS
(913) 981-1020
info@tortoiseadvisors.com
STOCK SYMBOL
Listed NYSE Symbol: TYG
This report is for stockholder information. This is not a prospectus intended for use in the purchase or sale of fund shares. Past performance is no guarantee of future results and your investment may be worth more or less at the time you sell.

 


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(TORTOISE ENERGY INFRASTRUCTURE CORP. LOGO)