SEC Division of Investment Management staff letter: Tortoise Energy Infrastructure Corporation and Tortoise Energy Capital Corporation

HUSCHBLACKVVELL
SANDERS LLP 4801 Main Street, Suite 1000
Kansas City, MO 64112
Phone: 816.983.8000 fax: 816.983.8080
April 22, 2010
Division of Investment Management
United States Securities and Exchange Commission 100 F Street, N.E.
Washington, DC 20549
Attn: Ms. Nadya B. Roytblat
Re: Tortoise Funds and Rule 486(b)
Dear Ms. Roytblat:
On behalf of Tortoise Energy Infrastructure Corporation ("TYG") and Tortoise Energy Capital Corporation ("TYY" and together with TYG, the "Funds") we seek assurance that the staff of the Division of Investment Management (the "Staff") will not recommend enforcement action against the Funds to the Securities and Exchange Commission (the "Commission") under Section 5 or Section 6(a) of the Securities Act of 1933, as amended (the "Securities Act") if the Funds utilize Rule 486(b) of the Securities Act, under the circumstances set forth in this letter. Background TYG and TYY are each a closed-end management investment company registered under the Investment Company Act of 1940 (the "Investment Company Act"). Tortoise Capital Advisors, L.L.C. serves as the investment adviser to the Funds, and each of the Funds has a fiscal year ending November 30. Each Fund's common shares are registered under Section 12(b) of the Securities Exchange Act of 1934 and have been listed and traded on the New York Stock Exchange since the inception of the Fund. Each Fund has filed and had declared effective by Commission a universal shelf registration statement on Form N-2 pursuant to which it has issued securities in accordance with Rule 415(a)(1)(x) of the Securities Act and the positions of the Commission articulated in the Pilgrim America Prime Rate Trust and Nuveen Virginia Premium Income Municipal Fund No-Action Letters. The Board of Directors (the "Board") of each Fund, including a majority of the independent directors, has concluded that the continued ability to raise capital through the public offering of additional securities on a delayed and continuous basis is of great benefit to each Fund and its stockholders. The Board has also concluded that a continuously effective shelf registration statement would be beneficial to the Funds, their stockholders and potential investors. As discussed below, however, the Funds' shelf registration statements have not historically been effective for significant portions of each year due to the post-effective amendment process KCP-1748928-8