EX-99.77B ACCT LTTR 2 acctletter.htm ACCOUNTANT LETTER Accountant Letter


Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors
Tortoise Energy Infrastructure Corporation

In planning and performing our audit of the financial statements of Tortoise Energy Infrastructure Corporation (the Company) for the period from February 27, 2004 (commencement of operations)through November 30, 2004, we considered its internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, not to provide assurance on internal control.

The management of the Company is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of internal controls. Generally, controls that are relevant to an audit pertain to the entity’s objective of preparing financial statements for external purposes that are fairly presented in conformity with US generally accepted accounting principles. Those controls include the safeguard-ing of assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or fraud may occur and not be detected. Also, projection of any evaluation of internal control to future periods is subject to the risk that it may become inadequate because of changes in conditions or that the effectiveness of the design and operation may deteriorate.

Our consideration of internal control would not necessarily disclose all matters in internal control that might be material weaknesses under standards of the Public Company Accounting Oversight Board (United States). A material weakness is a condition in which the design or opera-tion of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving internal control and its operation, including controls for safeguarding securities, that we consider to be material weaknesses as defined above as of November 30, 2004.

This report is intended solely for the information and use of manage-ment, the Board of Directors of the Company, and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
 
 
Kansas City, Missouri
January 7, 2005