ADDENDUM TO STOCK TRANSFER AGENCY AGREEMENT

Exhibit k.3.

between

TORTOISE ENERGY INFRASTRUCTURE CORPORATION

and

COMPUTERSHARE INC.

and

COMPUTERSHARE TRUST COMPANY, N.A.

Effective as of December 3, 2012, this Addendum to the Stock Transfer Agency Agreement is by and between Computershare Investor Services, LLC (“Computershare”), (now known as Computershare Trust Company, N.A., and Computershare, Inc.) (the “Transfer Agent”) and Tortoise Energy Infrastructure Corporation (the “Company”), and amends that certain form of agreement entitled Stock Transfer Agency Agreement (the “Agreement”) by and between the Company and the Transfer Agent executed on December 12, 2003 (“Effective Date”). This Addendum is an integral part of the Agreement. Except as to those portions of the Agreement which are modified by this Addendum, the terms and conditions of the Agreement shall continue in full force and effect.

FEES

Ongoing Account Management*

This fee covers all administration of the services listed in the services section except as noted below. Out of pocket costs associated with providing these services will be charged separately.

$416.66* Per Month

* If the average volume of transactions, inquiries, or telephone calls significantly increases during the term of this Agreement as a result of outside factors or unforeseen circumstances for which the Transfer Agent is not the proximate cause, the Transfer Agent and the Company shall negotiate an additional fee.

Direct Filing of Abandoned Property

Annual administration fee

$500

Due Diligence

$3.00 per account

State report fee

$125 per report ($25 for nil report)

Account processed

$1.00 per account escheated

Lost Owner/Shareholder Search Services

SEC Electronic Database Search

$2.00 per account searched

SERVICES

Administrative Services

Annual administrative services as Transfer Agent and Registrar for the ____% Series B Mandatory Redeemable Preferred Stock of the company

Assignment of relationship manager

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Account Maintenance

Maintain 500 registered shareholder accounts (additional accounts to be billed at $6.00 each per year)

Create new shareholder accounts

Post and acknowledge address changes

Process other routine file maintenance adjustments

Post all transactions, including debit and credit certificates, to the shareholder file

Respond to requests for audit confirmations

Perform OFAC (Office of Foreign Asset Control) and Patriot Act reporting

Obtain tax certifications

Share Issuance

Issuance, cancellation and registration of shares

Process all legal transfers as appropriate

Combine certificates into larger and/or smaller denominations

Replace lost certificates in accordance with UCC guidelines and Computershare policy (subject to shareholder-paid fee and bond premium)

Place, maintain and remove stop-transfer notations

Shareholder Communications

Provide company-specific Shareholder contact number;

Provide IVR 24/7 (subject to system maintenance);

Respond to Shareholder inquiries (written, e-mail and web);

Record all Shareholder calls;

Scan and image incoming correspondence from Shareholders;

Direct Registration System ("DRS")

Issue DRS statements of holding

Provide Shareholders with the ability to sell Shares through the IVR, telephone, mail or Internet, either via a batch order or a market order transaction in accordance with the terms and conditions, including applicable fees, of the DRS Sales Facility

Process sales requests within the appropriate timeframe based on the type of service requested, in accordance with the terms of the DRS sales facility

Coordinate the issuance, payment and reconcilement for any proceeds stemming from the use of the DRS sales facility, in accordance with the terms and conditions of the facility

Coordinate the mailing of advices to Shareholders

Accept and deposit certificated Shares into a DRS position

Online Access

Provide availability to “Issuer Online,” which provides access to Company and Shareholder information administered by Transfer Agent, which permits data management including accessing standard reports such as Top 10 - 200 Shareholder lists, submitting real-time inquiries such as an issued capital query, and reporting by holding range

Provide availability to “Investor Centre,” which provides Shareholder account information, transaction capabilities, and downloadable forms and FAQs

Provide On-Demand Reporting to allow Company to generate non-standard reports 24/7 at Transfer Agent's standard fee for such reports

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Dividend Services

Receive full funding one day prior to payable date by 11:00 a.m., Eastern Standard Time via Federal Funds Wire, ACH or Demand Deposit Account debit

Coordinate the mailing of quarterly dividends with an additional enclosure with each dividend check

Prepare and file Federal Information Returns (Form 1099) of dividends paid in a year

Prepare and file State Information Returns of dividends paid in a year to Shareholders resident within such state

Prepare and file annual withholding return (Form 1042) and payments to the government of income taxes withheld from Non-Resident Aliens

Coordinate the mailing of Form 1099 to Shareholders

Replace lost dividend checks

Reconcile paid and outstanding checks

Code “undeliverable” accounts to suppress mailing dividend checks to same

Keep records of accumulated uncashed dividends

Perform the following duties as required by the Interest and Dividend Tax Compliance Act of 1983:

Withhold tax from Shareholder accounts not in compliance with the provisions of the Act

Reconcile and report taxes withheld, including additional 1099 reporting requirements, to the Internal Revenue Service

Mail to new accounts who have had taxes withheld, to inform them of procedures to be followed to curtail subsequent back-up withholding

Perform Shareholder file adjustments to reflect certification of accounts

ACH Services

Review cards for accuracy and completeness and identifying cards with incomplete information

Mail cure letter to Shareholders with incomplete cards

Identify cards received after the cut-off date

Code accounts for ACH and performing pre-note test

Identify rejected ACH transmissions mail dividend check and explanation letter to Shareholders with rejected transmissions

Respond to Shareholder inquiries concerning the ACH Program

Code cards received after cut-off date

Calculate on a quarterly basis the Share breakdown for ACH vs. other dividend payments and notifying the Company of funding amount for ACH transmissions and other payable date funds

Credit ACH designated bank accounts automatically on dividend payable date

Maintenance of ACH participant file, including coding new ACH accounts

Process termination requests

Keep adequate records including retention of authorization cards

International Currency Exchange Services

Allow shareholders to elect to receive sale proceeds and dividend payments in foreign currencies (subject to certain geographic restrictions) by check or by electronic funds transfer in accordance with Transfer Agent’s guidelines (fees paid by Shareholders)

Annual Meeting Services

Prepare a full Shareholder list as of the Annual Meeting Record Date

Address proxy cards for all registered Shareholders

Coordinate the mailing of the proxy card, proxy statement, return envelope and Annual Report to all registered Shareholders

Receive, open and examine returned proxies

Tabulate returned proxies

Provide on-line access to proxy vote status

Attend Annual Meeting as Inspector of Election (travel expenses billed as incurred)

Prepare a final Annual Meeting list reflecting how each account has voted on each proposal

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Additional Annual Meeting Services (SUBJECT TO ADDITIONAL FEES)

Electronic delivery of proxy material

Accept and load other related proxy files, 401K, ESPP and other stock issues not on our recordkeeping system

Match load related proxy files to registered Shareholder base to eliminate duplicate mailings

Provide householding of materials to the same address

Provide Internet and telephone voting

Provide services related to notice and access requirements including web hosting of materials, notice only mailings, and mixed mailings.

Broker search and beneficial or "street holder" distribution

Provide financial printing of 10ks, proxy statements and other related documents

Direct Filing of Abandoned Property

Coordinate the mailing of due diligence notices to all qualifying Shareholder accounts as defined by the State filing matrix

Process returned Due Diligence notices and remitting property to Shareholders prior to escheatment

Prepare and file Preliminary and Final Abandoned Property Reports

Prepare and file checks for each state covering unclaimed funds as per state requirements

Issue and file stock certificate(s) registered to the applicable state(s) representing returned (RPO) certificates and underlying Share positions

Retain, as required by law or otherwise, records of property escheated to the several States and responding, after appropriate research, to Shareholder inquiries relating to same

Lost Owner/Shareholder Search Services

Perform electronic database searches in accordance with SEC requirements

Update new addresses provided by search firm

Send verification form to Shareholder to validate address

Reissue abandoned property held to Shareholders upon receipt of signed verification form

Additional Services

Items not included in the fees and services set forth in this Schedule include, but are not limited to, services associated with the payment of a stock dividend, stock split, corporate reorganization, restricted stock vestment program, DWAC services provided to broker dealers, or any services associated with a special project are to be billed separately, on an appraisal basis.

Services required by legislation or regulatory fiat which become effective after the date of acceptance of this Schedule shall not be a part of the Standard Services and shall be billed by appraisal. All additional services not specifically covered under this Schedule will be billed by appraisal, as applicable.

Billing Definition of Number of Accounts

For billing purposes, the number of accounts will be based on open accounts on file at the beginning of each billing period, plus any new accounts added during that period. An open account shall mean the account of each Shareholder which account shall hold any full or fractional Shares of stock held by such Shareholder, outstanding funds, or reportable tax information.

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Out-of-Pocket Expenses

In addition to the fees above, the Company agrees to reimburse the Transfer Agent for out-of-pocket expenses, including but not limited to postage, forms, telephone, taxes, records storage, exchange and broker fees, or advances incurred by the Transfer Agent for the items set out in Exhibit A attached hereto. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Company, will be reimbursed by the Company.

Bank Accounts

The Company acknowledges that the bank accounts maintained by Computershare in connection with the services hereunder will be in its name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time.

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ACCEPTANCE

In witness whereof, the parties hereto have caused this Fee and Service Schedule to be executed by their respective officers, hereunto duly agreed and authorized, as of the effective date of this Fee and Service Schedule.

Computershare Investor Services, LLC		Tortoise Energy Infrastructure Corporation

By:		By:

Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇	Name:

Title:	President, US Equity Services	Title:

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Exhibit A

Out of Pocket Expenses

Out of pocket expenses associated with, but not limited to, the following are not included in the fees quoted in this Fee and Service Schedule and are billable as incurred.

Postage (outgoing and business reply)

Envelopes

Forms and stationery

Printing

Enclosing (proxy cards, dividend checks, etc.)

Fulfillment (transfer packages, new account packages, DRIP enrollment packages)

Proxy proof set-up

Record retention

Insurance premiums (mailing certificates)

Delivery and freight charges (including overnight delivery; Airborne Express, FedEx, etc.)

Destruction of excess/obsolete material

Telephone usage and line expenses

Regulatory reports

NCOA searches

Please Note:

Good funds to cover postage expenses in excess of $10,000 for Shareholder mailings must be received in full by 12:00 p.m. Eastern Time on the scheduled mailing date. Postage expenses less than $10,000 will be billed as incurred.

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ADDENDUM TO STOCK TRANSFER AGENCY AGREEMENT

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