UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to §240.14a-12
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MIDSTREAM ENERGY FUND, INC.
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
TORTOISE ESSENTIAL ASSETS INCOME TERM FUND
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.INC.
TORTOISE MIDSTREAM ENERGY FUND, INC.
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
TORTOISE ESSENTIAL ASSETS INCOME TERM FUND
11550 Ash Street, Suite 3005100 W. 115thPlace
Leawood, Kansas 66211
April 2, 2019May 14, 2020
Dear Fellow Stockholder:
You are cordially invited to attend the combined annual meeting of stockholders of each of Tortoise Energy Infrastructure Corporation (“TYG”), Tortoise Power and Energy Infrastructure Fund, Inc. (“TPZ”), Tortoise Midstream Energy Fund, Inc. (“NTG”), Tortoise Pipeline & Energy Fund, Inc. (“TTP”), and Tortoise Energy Independence Fund, Inc. (“NDP”) (eachand Tortoise Essential Assets Income Term Fund (“TEAF”) (each a “Company” and collectively, the “Companies”) on Monday, May 20, 2019Tuesday, June 16, 2020 at 10:00 a.m., Central Time at 11550 Ash Street, Suite 300,5100 W. 115th Place, Leawood, Kansas 66211.
At the meeting, you will be asked to (i) elect two directorsone director of the Company, (ii) ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending November 30, 2019,2020, and (iii) consider and take action upon such other business as may properly come before the meeting, including the adjournment or postponement thereof.
Enclosed with this letter are answers to questions you may have about the proposals, the formal notice of the meeting, the Companies’ combined proxy statement, which gives detailed information about the proposals and why each Company’s Board of Directors recommends that you vote to approve each of the Company’s proposals, and the actual proxy for you to sign and return. If you have any questions about the enclosed proxy or need any assistance in voting your shares, please call 1-866-362-9331.
Your vote is important. Please vote your shares via the internet or by telephone, or complete, sign and date the enclosed proxy card (your ballot) and mail it in the postage-paid envelope included in this package.
Although the Companies intend to hold the annual meeting in person, we are actively monitoring developments surrounding the coronavirus (COVID-19) pandemic. We are sensitive to the public health and travel concerns our
stockholders may have and the recommendations and protocols that federal, state and local governments may impose. In the event the Companies determine, in their sole discretion, that it is not possible or advisable to hold the annual meeting in person, we will announce alternative meeting arrangements, which may include holding the meeting by means of remote communication (i.e., virtual meeting), or holding a “hybrid” meeting, meaning that the meeting would be held in person with concurrent participation by remote means for stockholders who are not physically present. We will announce any such change via press release and posting on the closed-end fund section of the website of the Companies’ investment adviser at www.tortoiseadvisors.com, as well as the filing of additional proxy materials with the Securities and Exchange Commission (the “SEC”), as promptly as practicable. If we conduct the annual meeting as a virtual or hybrid meeting, you will need the control number included on your proxy card in order to access and participate in the meeting. In addition, in the event it is not possible or advisable to hold the annual meeting in person on June 16, 2020, the annual meeting may be adjourned by the chairperson of the annual meeting to a date not more than 120 after the record date without notice other than announcement at the annual meeting. If you are planning to attend the annual meeting, please check the website prior to the meeting date for updated information.
Sincerely, | |
P. Bradley Adams |
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MIDSTREAM ENERGY FUND, INC.
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
TORTOISE ESSENTIAL ASSETS INCOME TERM FUND
ANSWERS TO SOME IMPORTANT QUESTIONS
Q. | WHAT AM I BEING ASKED TO VOTE “FOR” ON THIS PROXY? |
A. | This proxy contains three proposals for each Company to: (i) elect |
Q. | HOW DOES THE BOARD OF DIRECTORS SUGGEST THAT I VOTE? |
A. | The Board of Directors of each Company unanimously recommends that you vote “FOR” all proposals on the enclosed proxy card. |
Q. | HOW CAN I VOTE? |
A. | Voting is quick and easy. You may vote your shares via the internet, by telephone (for internet and telephone voting, please follow the instructions on the proxy ballot), or by simply completing and signing the enclosed proxy ballot, and mailing it in the postage-paid envelope included in this package. You may also vote |
This information summarizes information that is included in more
detail in the Proxy Statement. We urge you to
read the entire Proxy Statement carefully.
If you have questions, call 1-866-362-9331.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of: | Tortoise Energy Infrastructure Corporation | |
Tortoise Power and Energy Infrastructure Fund, Inc. | ||
Tortoise Midstream Energy Fund, Inc. | ||
Tortoise Pipeline & Energy Fund, Inc. | ||
Tortoise Energy Independence Fund, Inc. Tortoise Essential Assets Income Term Fund: |
NOTICE IS HEREBY GIVEN that the combined Annual Meeting of Stockholders of Tortoise Energy Infrastructure Corporation, Tortoise Power and Energy Infrastructure Fund, Inc., Tortoise Midstream Energy Fund, Inc., Tortoise Pipeline & Energy Fund, Inc. and Tortoise Energy Independence Fund, Inc., each a Maryland corporation, and Tortoise Essential Assets Income Term Fund, a Maryland statutory trust (each a “Company” and, collectively, the “Companies”), will be held on Monday, May 20, 2019Tuesday, June 16, 2020 at 10:00 a.m. Central Time at 11550 Ash Street, Suite 300,5100 W. 115th Place, Leawood, Kansas 66211 for the following purposes:
1. | For all Companies: To elect |
2. | For all Companies: To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending November 30, |
3. | For all Companies: To consider and take action upon such other business as may properly come before the meeting, including the adjournment or postponement thereof. |
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
Stockholders of record as of the close of business on MarchMay 7, 20192020 are entitled to notice of and to vote at the meeting (or any adjournment or postponement of the meeting).
By Order of the Board of Directors of each Company, | |
Diane M. Bono
|
April 2, 2019May 14, 2020
Leawood, Kansas
ii
All stockholders are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote your shares via the internet, by telephone or by completing, dating, signing and returning the enclosed proxy as promptly as possible in order to ensure your representation at the meeting. If you choose to vote using the enclosed proxy, a return envelope (which postage is prepaid if mailed in the United States) is enclosed for that purpose. Even if you have given your proxy, you may still vote in person if you attendby attending and voting at the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name.
iii
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MIDSTREAMMIDTREAM ENERGY FUND, INC.
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
TORTOISE ESSENTIAL ASSETS INCOME TERM FUND
11550 Ash Street, Suite 3005100 W. 115th Place
Leawood, Kansas 66211
1-866-362-9331
COMBINED PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERSMay 20, 2019June 16, 2020
This combined proxy statement is being sent to you by the Boards of Directors of each of Tortoise Energy Infrastructure Corporation (“TYG”), Tortoise Power and Energy Infrastructure Fund, Inc. (“TPZ”), Tortoise Midstream Energy Fund, Inc. (“NTG”), Tortoise Pipeline & Energy Fund, Inc. (“TTP”),and Tortoise Energy Independence Fund, Inc. (“NDP”) and Tortoise Essential Assets Income Term Fund (“TEAF”) (each a “Company” and collectively, the “Companies”). The Board of Directors of each Company is asking you to complete and return the enclosed proxy, permitting your shares of the Company to be voted at the annual meeting of stockholders called to be held on May 20, 2019.June 16, 2020. The Board of Directors of each Company has fixed the close of business on MarchMay 7, 20192020 as the record date (the “record date”) for the determination of stockholders entitled to notice of and to vote at the meeting and at any adjournment thereof as set forth in this combined proxy statement. This combined proxy statement and the enclosed proxy are first being mailed to stockholders on or about April 2, 2019.May 14, 2020.
Although the Companies intend to hold the annual meeting in person, we are actively monitoring developments surrounding the coronavirus (COVID-19) pandemic. We are sensitive to the public health and travel concerns our stockholders may have and the recommendations and protocols that federal, state and local governments may impose. In the event the Companies determine, in their sole discretion, that it is not possible or advisable to hold the annual meeting in person, we will announce alternative meeting arrangements, which may include holding the meeting by means of remote communication (i.e., virtual meeting), or holding a “hybrid” meeting, meaning that the meeting would be held in person with concurrent participation by remote means for stockholders who are not physically present. We will announce any such change via press release and posting on the closed-end fund section of the website of the Companies’ investment adviser at www.tortoiseadvisors.com, as well as the filing of additional proxy materials with the SEC, as promptly as practicable. If we conduct the annual meeting as a virtual or hybrid meeting, you will need the control number included on your proxy card in order to access and participate
1
in the meeting. In addition, in the event it is not possible or advisable to hold the annual meeting in person on June 16, 2020, the annual meeting may be adjourned by the chairperson of the annual meeting to a date not more than 120 days after the record date without notice other than announcement at the annual meeting. If you are planning to attend the annual meeting, please check the website prior to the meeting date for updated information.
Each Company’s annual report can be accessed through its link on the closed-end fund section of its investment adviser’s website (www.tortoiseadvisors.com) or on the Securities and Exchange Commission’s (“SEC”) website (www.sec.gov).
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 20, 2019:June 16, 2020: This combined proxy statement is available on the internet athttps://cef.tortoiseadvisors.com/annual-proxy-information/. On this site, you will be able to access the proxy statement for the annual meeting and any amendments or supplements to the foregoing material required to be furnished to stockholders.
1
2
This combined proxy statement sets forth the information that each Company’s stockholders should know in order to evaluate each of the following proposals. The following table presents a summary of the proposals for each Company and the class of stockholders of the Company being solicited with respect to each proposal.
Proposals | Class of Stockholders of Each | |
For Each Company | ||
1. | To elect the following | |
|
| |
| For each of TYG, NTG and TTP – Common Stockholders and Preferred Stockholders, voting as a single class
For each of TPZ, NDP and | |
For Each Company | ||
2. | To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending November 30, | For each of TYG, NTG and TTP – Common Stockholders and Preferred Stockholders, voting as a single class
For each of TPZ, NDP and |
For Each Company | ||
3. | To consider and take action upon such other business as may properly come before the meeting, including the adjournment or postponement thereof. | For each of TYG, NTG and TTP – Common Stockholders and Preferred Stockholders, voting as a single class
For each of TPZ, NDP and |
2
3
PROPOSAL ONE
ELECTION OF TWO DIRECTORSONE DIRECTOR
The Board of Directors of each Company unanimously nominated H. Kevin Birzer and Alexandra A. HergerConrad S. Ciccotello following a recommendation by the Nominating and Governance Committee of each of TYG, TPZ, NTG, TTP, NDP and NDPTEAF for election as directorsdirector at the combined annual meeting of stockholders of the Companies. Mr. Birzer and Ms. Herger areCiccotello is currently directorsa director of each Company. Each of Mr. Birzer and Ms. HergerCiccotello has consented to be named in this proxy statement and has agreed to serve if elected. The Companies have no reason to believe that either Mr. Birzer or Ms. HergerCiccotello will be unavailable to serve.
The persons named on the accompanying proxy card intend to vote at the meeting (unless otherwise directed) “FOR” the election of Mr. Birzer and Ms. HergerCiccotello as directorsa director of each Company. Currently, each Company has five directors. In accordance with each Company’s Articles of Incorporation (or in the case of TEAF, its Declaration of Trust), its Board of Directors is divided into three classes of approximately equal size. The terms of the directors of the different classes are staggered. The term of Conrad S. Ciccotello expires on the date of the 2020 annual meeting of stockholders of each Company and term of each of Rand C. Berney and Jennifer Paquette expires on the date of the 2021 annual meeting of stockholders of each Company and the term of each of H. Kevin Birzer and Alexandra A. Herger expires on the date of the 2022 annual meeting of stockholders of each Company. Pursuant to the terms of each of TYG’s, NTG’s and TTP’s preferred shares, the preferred stockholders of each of those Companies have the exclusive right to elect two directors to their Company’s Board. The Board of each of TYG, NTG and TTP has designated Mr. Birzer and Ms. Paquette as the directors the preferred stockholders of that Company shall have the right to elect.
Holders of common shares and preferred shares of each of TYG, NTG and TTP will vote as a single class on the election of Ms. Herger as a director of each Company and holders of preferred shares of each of TYG, NTG and TTP will vote as a class on the election of Mr. BirzerCiccotello as a director of each Company. Holders of common shares of each of TPZ, NDP and NDPTEAF will vote as a class on the election of Mr. Birzer and Ms. HergerCiccotello as directorsa director of each Company. Stockholders do not have cumulative voting rights.
With respect to each Company, if elected, Mr. Birzer and Ms. HergerCiccotello will hold office until the 20222023 annual meeting of stockholders of each Company and until their successors arehis successor is duly elected and qualified. If either Mr. Birzer or Ms. HergerCiccotello is unable to serve because of an event not now anticipated, the persons named as proxies may vote for another person designated by the Company’s Board of Directors.
The following table sets forth each Board member’s name, age and address; position(s) with the Companies and length of time served; principal occupation during the past five years; the number of companies in the Fund Complex that each Board member oversees and other public company directorships held by
3
each Board member. Unless otherwise indicated, the address of each director is 11550 Ash Street, Suite 300,5100 W. 115th Place, Leawood, Kansas 66211. The 1940 Act requires the term “Fund Complex” to be defined to include registered investment companies
4
advised by the Company’s investment adviser, Tortoise Capital Advisors, L.L.C. (the “Adviser”). As of March 31, 2019,April 30, 2020, for each Director, the Fund Complex included TYG, TPZ, NTG, TTP, NDP, Tortoise Essential Assets Income Term Fund (“TEAF”)TEAF and for Mr. Ciccotello, the Fund Complex also includes Tortoise Tax-Advantaged Social Infrastructure Fund, Inc. (“TSIFX”), whose investment adviser is an affiliate of the Adviser. OurAdviser and on whose board Mr. Ciccotello serves. The Adviser also serves as the investment adviser to twofour open end mutual funds.
Nominee | ||||
Name and | Positions(s) | Principal Occupation | Number of | Other Public |
|
|
|
|
|
4
| ||||
|
|
|
|
|
|
|
|
|
|
5
| ||||
|
|
|
|
|
|
|
|
|
|
Conrad S. Ciccotello (Born 1960) | Director of each Company since its inception. | Professor and the Director, Reiman School of Finance, University of Denver (faculty member since 2017); Senior Consultant to the finance practice of Charles River Associates, which provides economic, financial, and management consulting services (since May 2020); Associate Professor and Chairman of the Department of Risk Management and Insurance, Director of the Asset and Wealth Management Program, Robinson College of Business, Georgia State University (faculty member from 1999 to 2017); Investment Consultant to the University System of Georgia for its defined contribution retirement plan (2008-2017); Formerly Faculty Member, Pennsylvania State University (1997-1999); Published a number of academic and professional journal articles on investment company performance and structure, with a focus on MLPs. | Seven | CorEnergy Infrastructure Trust, Inc.; Peachtree Alternative Strategies |
Remaining Director Who is an Interested Person: | ||||
Name and | Positions(s) | Principal Occupation | Number of | Other Public |
H. Kevin Birzer* (Born 1959) | Director and Chairman of the Board of each Company since its inception. | Member of the Board of Directors of the Adviser; Managing Director of the Adviser and member of the Investment Committee of the Adviser since 2002; Chartered Financial Analyst (“CFA”) charterholder. | Six | None |
5
Remaining Directors Who Are Independent: | ||||
Name and | Positions(s) | Principal Occupation | Number of | Other Public |
Rand C. Berney (Born 1955) | Director of TYG, NTG, TTP, NDP and TPZ since January 1, 2014; Director of TEAF since inception. | Executive-in-Residence, College of Business Administration, Kansas State University since 2012; Formerly Senior Vice President of Corporate Shared Services of ConocoPhillips from April 2009 to 2012, Vice President and Controller of ConocoPhillips from 2002 to April 2009, and Vice President and Controller of Phillips Petroleum Company from 1997 to 2002; Member of the Oklahoma Society of CPAs, the Financial Executive Institute, American Institute of Certified Public Accountants, the Institute of Internal Auditors and the Institute of Management Accountants. | Six | None |
Alexandra A. Herger (Born 1957) | Director of TYG, NTG, TTP, NDP and TPZ since January 1, 2015; Director of TEAF since inception. | Retired in 2014; Previously interim vice president of global exploration for Marathon Oil and director of international exploration and new ventures for Marathon Oil from 2008 to 2014; Held various positions with Shell Exploration and Production Co. between 2002 and 2008; Member of the Society of Exploration Geophysicists, the American Association of Petroleum Geologists, the Houston Geological Society and the Southeast Asia Petroleum Exploration Society; Member of the 2010 Leadership Texas/Foundation for Women’s Resources since 2010; Director of Panoro Energy ASA, an international independent oil and gas company listed on the Oslo Stock Exchange; Director of EMGS (Oslo), Tethys Oil (Stockholm), and member of PGS (Oslo) nomination committee. | Six | None |
6
Remaining Directors Who Are Independent: | ||||
Name and | Positions(s) | Principal Occupation | Number of | Other Public |
Jennifer Paquette (Born 1962) | Director of | Retired in 2017; Previously Chief Investment Officer of the Public Employees’ Retirement Association of Colorado (“Colorado PERA”) from 2003 to 2017; Held various positions within Colorado PERA from 1999 to 2003 and 1995 to 1996; Formerly Vice-President Institutional Account Executive at Merrill Lynch, Pierce, Fenner & Smith from 1991 to 1994; Vice-President, Portfolio Manager and Analyst at Alliance Capital Management from 1987 to 1991; Portfolio Assistant and Assistant at Mitchell Hutchins Asset Management from 1985 to 1987. | Six |
|
* | Mr. Birzer, as a principal of the Adviser, is an “interested persons” of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act. |
** | TEAF’s initial public offering occurred on March 26, 2019. |
In addition to the experience provided in the table above, each director possesses the following qualifications, attributes and skills, each of which factored into the conclusion to invite them to join the Company’s Board of Directors: Mr. Ciccotello, experience as a college professor, a Ph.D. in finance and expertise in energy infrastructure MLPs; Mr. Berney, experience as a college professor, executive leadership and business experience; Ms. Herger, executive leadership and business experience; Ms. Paquette, investment management experience as a chief investment officer of a state public employees’ retirement association; and Mr. Birzer, investment management experience as an executive, portfolio manager and leadership roles with the Adviser.
Other attributes and qualifications considered for each director in connection with their selection to join the Board of Directors of each Company were their character and integrity and their willingness and ability to serve and commit the time necessary to perform the duties of a director for all of the Companies. In addition, as to each director other than Mr. Birzer, his or her status as an
7
Independent Director; and, as to Mr. Birzer, his roles with the Adviser were an important factor in his selection as a director. No experience, qualification, attribute or skill was by itself controlling.
7
Mr. Birzer serves as Chairman of the Board of Directors of each Company. Mr. Birzer is an “interested person” of the Companies within the meaning of the 1940 Act. The appointment of Mr. Birzer as Chairman reflects each Board of Directors’ belief that his experience, familiarity with each Company’s day-to-day operations and access to individuals with responsibility for each Company’s management and operations provides the Board of Directors with insight into each Company’s business and activities and, with his access to appropriate administrative support, facilitates the efficient development of meeting agendas that address each Company’s business, legal and other needs and the orderly conduct of meetings of the Board of Directors. Mr. Ciccotello serves as Lead Independent Director. The Lead Independent Director will, among other things, chair executive sessions of the four directors who are Independent Directors, serve as a spokesperson for the Independent Directors and serve as a liaison between the Independent Directors and each Company’s management. The Independent Directors will regularly meet outside the presence of management and are advised by independent legal counsel. The Board of Directors also has determined that its leadership structure, as described above, is appropriate in light of each Company’s size and complexity, the number of Independent Directors and the Board of Directors’ general oversight responsibility. The Board of Directors also believes that its leadership structure not only facilitates the orderly and efficient flow of information to the Independent Directors from management, but also enhances the independent and orderly exercise of its responsibilities.
Information About Executive Officers
Mr. Birzer is the Chairman of the Board of each Company. The preceding tables give more information about Mr. Birzer. The following table sets forth each other executive officer’s name, age and address; position(s) held with the Company and length of time served; principal occupation during the past five years; the number of portfolios in the Fund Complex overseen by each officer and other public company directorships held by each officer. Unless otherwise indicated, the address of each officer is 11550 Ash Street, Suite 300,5100 W. 115th Place, Leawood, Kansas 66211. Each officer serves until his successor is elected and qualified or until his resignation or removal. As employees of the Adviser, each of the following officers are “interested persons” of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act.
8
Name and | Position(s) Held With | Principal Occupation | Number of | Other Public |
P. Bradley Adams | Chief Executive Officer of TYG, NTG, TPZ, TTP and NDP since June 30, 2015; Principal Financial Officer and Treasurer of each of TYG, NTG, TPZ, TTP and NDP since May 2017; Chief Financial Officer of NTG from 2010 to June 30, 2015, of each of TYG and TPZ from 2011 to June 30, 2015 and of each of TTP and NDP from its inception to June 30, 2015; | Managing Director of the Adviser since January 2013; Director of Financial Operations of the Adviser from 2005 to January 2013; Chief Executive Officer, | Seven | None |
Matthew G.P. Sallee | President of TYG and NTG since June 30, 2015. | Senior Portfolio Manager of the Adviser since February 2019; Managing Director of the Adviser since January 2014; Member of the Investment Committee of the Adviser since June 30, 2015; Portfolio Manager of the Adviser from July 2013 to January 2019; Senior Investment Analyst of the Adviser from June 2012 to July 2013; Investment Analyst of the Adviser from 2009 to June 2012; | Two | None |
9
Name and | Position(s) Held With | Principal Occupation | Number of | Other Public |
Brian A. Kessens | President of TTP and TPZ since June 30, 2015. | Senior Portfolio Manager of the Adviser since February 2019; Managing Director of the Adviser since January 2015 and a member of the Investment Committee of the Adviser since June 30, 2015; Portfolio Manager of the Adviser from July 2013 to January 2019; Senior Investment Analyst of the Adviser from June 2012 to July 2013; | Two | None |
Robert J. Thummel, Jr. | President of NDP since June 30, 2015. | Senior Portfolio Manager of the Adviser since February 2019; Managing Director of the Adviser since January 2014 and a member of the Investment Committee of the Adviser since June 30, 2015; Portfolio Manager of the Adviser from July 2013 to January 2019; Senior Investment Analyst of the Adviser from June 2012 to July | One | None |
Nicholas S. Holmes | Vice President of TYG and NTG since June 30, 2015. | Managing Director of the Adviser since January 2020; Director of the Adviser from January 2018 to January 2020; Investment Analyst of the Adviser since January 2015; Research Analyst of the Adviser from January 2012 through December 2014; CFA charterholder. | Two | None |
10
Name and | Position(s) Held With | Principal Occupation | Number of | Other Public |
|
|
|
|
|
|
|
|
|
|
Stephen Pang | Vice President of TTP since May 2017 | Managing Director of Adviser since January 2019; Portfolio Manager of Adviser since January 2018; Investment Analyst of Adviser from January 2015 to January 2018; | One | Tortoise Acquisition Corp. |
|
|
|
|
|
11
|
|
|
|
|
Shobana Gopal | Vice President of TYG, NTG, TPZ, TTP and NDP since June 30, | Director, Tax of the Adviser since January 2013; Tax Analyst of the Adviser from September 2006 through December 2012; Vice President of | Seven | None |
Diane Bono | Chief Compliance Officer of TYG since 2006 and of each of NTG, TPZ, TTP and NDP and TEAF since its inception; Secretary of TYG, NTG, TPZ, TTP and NDP since May | Managing Director of the Adviser since January 2018; Chief Compliance Officer of the Adviser since June 2006; Chief Compliance Officer and Secretary of | Seven | None |
(1) | As of April 30, 2020, for each executive officer, the Fund Complex included TYG, TPZ, NTG, TTP, NDP and TEAF and for Mr. Adams and Mses. Bono and Gopal, the Fund Complex also includes TSIFX, for which they serve as officers. |
Committees of the Board of Directors of each Company
Each Company’s Board of Directors currently has four standing committees: (i) the Executive Committee; (ii) the Audit and Valuation Committee; (iii) the Nominating and Governance Committee; and (iv) the Compliance Committee. Currently, all of the non-interested directors, Messrs. Ciccotello and Berney and Mses. Herger and Paquette, are the only members of each of these committees, except for the Executive Committee, for each Company. Each Company’s Executive Committee currently consists of Mr. Birzer and Mr. Ciccotello.
● | Executive Committee. The Executive Committee of each Company has authority to exercise the powers of the Board (i) to address emergency matters where assembling the full Board in a timely manner is impracticable, or (ii) to address matters of an administrative or ministerial nature. Mr. Birzer is an |
|
|
12
11
“interested person” of each Company as defined by Section 2(a)(19) of the 1940 Act. In the absence of either member of the Executive Committee, the remaining member is authorized to act alone.
● | Audit and Valuation Committee. The Audit and Valuation Committee of each of TYG, TPZ, NTG, TTP, NDP and TEAF was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and operates under a written charter adopted and approved by the Board, a current copy of which is available at the Company’s link on the Adviser’s website (www.tortoiseadvisors.com) and in print to any stockholder who requests it from the Secretary of the Company at
terminate any search firm used to identify director candidates and to approve the search firm’s fees and other retention terms, though it has yet to exercise such authority; and (v) may not delegate its authority. The Nominating and Governance Committee will consider stockholder recommendations for nominees for membership to the Board so long as such recommendations are made in accordance with the Company’s Bylaws. Nominees recommended by stockholders in compliance with the Bylaws of the Company will be evaluated on the same basis as other nominees considered by the Committee. Stockholders should see “Stockholder Proposals and Nominations for the 2021 Annual Meeting” below for information relating to the submission by stockholders of nominees and matters for consideration at a meeting of the Company’s stockholders. The Bylaws of each Company (not including TEAF) require all nominees for directors, at the time of nomination, (1) to be at least 21 and less than 75 years of age and have substantial expertise, experience or relationships relevant to the business of the Company, or (2) to be a current director of the Company that has not reached 75 years of age. The Committee has the sole discretion to determine if an individual satisfies the foregoing qualifications. The Committee also considers the broad background of each individual nominee for director, including how such individual would impact the diversity of the Board, but does not have a formal policy regarding consideration of diversity in identifying nominees for director.
|