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 INCOMEECOFIN SUSTAINABLE AND SOCIAL IMPACT 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 |
[ ] |
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 INCOMEECOFIN SUSTAINABLE AND SOCIAL IMPACT TERM FUND
5100 W. 115th Place6363 College Boulevard, Suite 100ALeawood,Overland Park, Kansas 66211
June 1, 20212023
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”),Tortoise Energy Independence Fund, Inc. (“NDP”) and Tortoise Essential Assets IncomeEcofin Sustainable and Social Impact Term Fund (“TEAF”)(each a “Company” and collectively, the “Companies”) on Wednesday,Tuesday, July 14, 202111, 2023 at 10:00 a.m., Central Time at 4801Main Street,6363 College Boulevard, Suite 1000,100A, Overland Park, Kansas City, Missouri 64112.66211.
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, 2021,2023, 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.
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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.tortoiseecofin.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 July 14, 2021, 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 |
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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 INCOMEECOFIN SUSTAINABLE AND SOCIAL IMPACT 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 |
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 by attending and voting at the meeting. However, even if you plan to attend the meeting, we urge you to cast your vote early. That will ensure your vote is counted should your plans change. |
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.
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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. | |
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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 IncomeEcofin Sustainable and Social Impact Term Fund, a Maryland statutory trust (each a “Company” and, collectively, the “Companies”), will be held on Wednesday, Tuesday, July 14, 202111, 2023 at 10:00 a.m. Central Time at 4801 Main Street,6363 College Boulevard, Suite 1000,100A, Overland Park, Kansas City, Missouri 6411266211 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 May 18, 20215, 2023 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 |
June 1, 20212023Leawood,Overland Park, Kansas
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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 by 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.
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TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MIDTREAM ENERGY FUND, INC.
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.TORTOISE ESSENTIAL ASSETS INCOMEECOFIN SUSTAINABLE AND SOCIAL IMPACT TERM FUND
5100 W. 115th Place6363 College Boulevard, Suite 100ALeawood,Overland Park, Kansas 66211
1-866-362-9331
COMBINED PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
July 14, 202111, 2023
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”),Tortoise Energy Independence Fund, Inc. (“NDP”) and Tortoise Essential Assets IncomeEcofin Sustainable and Social Impact Term Fund (“TEAF”) (each(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 July 14, 2021.11, 2023. The Board of Directors of each Company has fixed the close of business on May 18, 20215, 2023 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, June 1, 2021.
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.tortoiseecofin.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
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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 July 14, 2021, 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.2023.
Each Company’s annual report can be accessed through its link on the closed-end fund section of its investment adviser’s website (www.tortoiseecofin.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 July 14, 2021:11, 2023: This combined proxy statement is available on the internet at https://cef.tortoiseecofin.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.
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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
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For each of TPZ, NDP and TEAF – Common Stockholders voting as a class |
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 TEAF – Common Stockholders voting as a class |
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 TEAF– Common Stockholders voting as a class |
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PROPOSAL ONE
ELECTION OF ONE DIRECTOR
The Board of Directors of each Company unanimously nominated Rand C. Berney and Jennifer PaquetteConrad S. Ciccotello following a recommendation by the Nominating and Governance Committee of each of TYG, TPZ, NTG, TTP, NDP and TEAF for election as directorsdirector at the combined annual meeting of stockholders of the Companies. Mr. Berney and Ms. Paquette areCiccotello is currently directorsa director of each Company. Each of Mr. Berney and Ms. PaquetteCiccotello 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. Berney or Ms. PaquetteCiccotello 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. Berney and Ms. PaquetteCiccotello 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 each of Rand Berney and Jennifer Paquette expires on the date of the 2024 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 and the term of Conrad S. Ciccotello expires on the date of the 20232025 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 Mr. BerneyCiccotello 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 Ms. Paquette.Company. Holders of common shares of each of TPZ, NDP and TEAF will vote as a class on the election of Mr. Berney and Ms. PaquetteCiccotello as directorsa director of each Company. Stockholders do not have cumulative voting rights.
With respect to each Company, if elected, Mr. Berney and Ms. PaquetteCiccotello will hold office until the 20242026 annual meeting of stockholders of each Company and until their successors arehis successor is duly elected and qualified. If either Mr. Berney or Ms. PaquetteCiccotello 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
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each Board member oversees and other public company directorships held by each Board member. Unless otherwise indicated, the address of each director is 5100 W. 115th Place, Leawood,6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211. The Investment Company Act of 1940, Actas amended (the “1940 Act”) requires the
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term “Fund Complex” to be defined to include registered investment companies advised by the Company’s investment adviser, Tortoise Capital Advisors, L.L.C. (the “Adviser”). As of April 30, 2021,May 31, 2023, for each Director, the Fund Complex included TYG, TPZ, NTG, TTP, NDP, TEAF and for Mr. Ciccotello, the Fund Complex also includes Ecofin Tax-Advantaged Social ImpactTax-Exempt Private Credit Fund, Inc. (“TSIFX”) whose investment adviser is the Adviser and on whose board Mr. Ciccotello serves. The Adviser also serves as the investment adviser to four open end mutual funds.
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Conrad S. Ciccotello
| 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 Fund |
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Remaining | ||||
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. | Chief Executive Officer of TortoiseEcofin Investments, LLC; 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 |
Remaining Directors Who Are Independent: | ||||
Name and Age | 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. | Formerly Executive-in-Residence, College of Business Administration, Kansas State University from 2012-2022; 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 |
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Remaining Directors Who Are Independent: | ||||
Name and Age | Positions(s) | Principal Occupation | Number of | Other Public |
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 exploration for Marathon Oil in 2014 prior to her retirement; 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 Tethys Oil (Stockholm) and member of PGS (Oslo) nomination committee. | Six | None |
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Remaining Directors Who Are Independent: | ||||
Name and Age | Positions(s) | Principal Occupation | Number of | Other Public |
Jennifer Paquette (Born 1962) | Director of TYG, NTG, TTP, NDP and TPZ since May 18, 2018; Director of TEAF since inception. | 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. CFA charterholder. | Six | None |
* | Mr. Birzer, as a principal of the Adviser, is an “interested |
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
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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 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.
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.
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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 5100 W. 115th Place, Leawood,6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211. Each officer serves until his or her successor is
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elected and qualified or until his or her 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.
Name | Position(s) Held With | Principal Occupation | Number of | Other Public |
P. Bradley Adams (Born 1960) | 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 | Managing Director of the Adviser since January 2013; Chief Executive Officer | Seven | None |
Matthew G.P. Sallee (Born 1978) | President of TYG and NTG since June 30, 2015. |
| Two | None |
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Name | Position(s) Held With | Principal Occupation | Number of | Other Public |
Brian A. Kessens (Born 1975) | President of TTP and TPZ since June 30, 2015. |
| Two | None |
Robert J. Thummel, Jr. (Born 1972) | President of NDP since June 30, 2015. |
| One | None |
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| Principal Occupation | Number of | Other Public |
Kate Moore (Born 1987) | President of TEAF since | Managing Director since March 29, 2021; Chief Operating Officer of |
| None |
Shobana Gopal (Born 1962) | Vice President of TYG, NTG, TPZ, TTP and NDP since June 30, 2015, and of TEAF since | Managing Director – Tax of the Adviser since July 2021; Director, Tax of the Adviser | Seven | None |
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Name | Position(s) Held With | Principal Occupation | Number of | Other Public |
Courtney Gengler (Born 1986) | Principal Financial Officer and Treasurer of each of TYG, NTG, TPZ, TTP, NDP and TEAF since July 14, 2021; Vice President of each of TYG, NTG, TPZ, TTP, NDP and TEAF | Managing Director – Financial Operations of the Adviser since July 2021; Director – Financial Operations of the Adviser from January | Seven | None |
Sean Wickliffe (Born 1989) | Vice President and Assistant Treasurer of each of TYG, NTG, TPZ, TTP, NDP and TEAF since July 14, 2021; | Vice President – Financial Operations of the Adviser since January 2021; Senior Financial Operations Analyst of the Adviser from January 2020 to January 2021; Financial Operations Analyst of the Adviser from December 2016 to January 2020; Junior Financial Operations Analyst of the Adviser from November 2015 to December 2016. | Six | None |
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Name | Position(s) Held With | Principal Occupation | Number of | Other Public |
Diane Bono (Born 1958) | 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 2013 and of TEAF since | Managing Director of the Adviser since January 2018; Chief Compliance Officer of the Adviser since June 2006; Chief Compliance Officer and Secretary of TSIFX since | Seven | None |
(1) | As of |
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.
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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 “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.tortoiseecofin.com) and in print to any stockholder who requests it from the Secretary of the Company at |
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compensation, retention or termination and oversight of the independent registered public accounting firm (“auditors”); (ii) approves services to be rendered by the auditors and monitors the auditors’ performance; (iii) reviews the results of each Company’s audit; (iv) determines whether to recommend to the Board that the Company’s audited financial statements be included in the Company’s Annual Report; and (v) responds to other matters as outlined in the Committee Charter. Each Committee member is “independent” as defined under the applicable New York Stock Exchange listing standards, and none are “interested persons” of the Company as defined in the 1940 Act. The Board of Directors of each company has determined that Conrad S. Ciccotello and Rand C. Berney are each an “audit committee financial expert.” In addition to his experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements, Mr. Ciccotello has a Ph.D. in Finance.
● | Nominating and Governance |
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related to corporate governance issues and develops and recommends to the Board corporate governance guidelines and procedures, to the extent necessary or desirable; (iv) has the sole authority to retain and 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 2022 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.
● | Compliance |
The Board of Directors’ role in the Company’s risk oversight reflects its responsibility under applicable state law to oversee generally, rather than to manage, the Company’s operations. In line with this oversight responsibility, the Board of Directors will receive reports and make inquiry at its regular meetings and as needed regarding the nature and extent of significant risks (including investment, compliance and valuation risks) that potentially could have a materially adverse impact on the Company’s business operations, investment performance or reputation, but relies upon the Company’s management to assist it in identifying and understanding the nature and extent of such risks
13
and determining whether, and to what extent, such risks may be eliminated or mitigated. In addition to reports and other information received from the Company’s management regarding its investment program and activities, the Board of Directors as part of its risk oversight efforts will meet at its regular meetings and as needed with the Adviser’s Chief Compliance Officer to discuss, among other things, risk issues and issues regarding the Company’s policies, procedures and controls. The Board of Directors may be assisted in performing aspects of its role in risk oversight by the Audit and Valuation Committee and such other standing or special committees as may be established from time to time. For example, the Audit and Valuation Committee will regularly meet with the Company’s independent public accounting firm to review, among other things, reports on internal controls for financial reporting.
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The Board of Directors believes that not all risks that may affect the Company can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Company’s goals and objectives, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the directors as to risk management matters are typically summaries of relevant information and may be inaccurate or incomplete. As a result of the foregoing and other factors, the risk management oversight of the Board of Directors is subject to substantial limitations.
None of the Companies currently has a standing compensation committee. None of the Companies has any employees and the New York Stock Exchange does not require boards of directors of registered closed-end funds to have a standing compensation committee.
The following table shows the number of Board and committee meetings held during the fiscal year ended November 30, 20202022 for each of the Companies:
| TYG | TPZ | NTG | TTP | NDP | TEAF | TYG | TPZ | NTG | TTP | NDP | TEAF |
Board of Directors | 22 | 19 | 21 | 22 | 20 | 22 | ||||||
Board of Directors* | 8 | 8 | 8 | 8 | 8 | |||||||
Executive Committee | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Audit and Valuation Committee | 4 | 4 | 4 | 4 | 4 | 4 | ||||||
Nominating and Governance Committee | 2 | 3 | 3 | 3 | 3 | 3 | ||||||
Compliance Committee | 2 | 2 | 2 | 2 | 2 | 2 |
* | The number reflects meetings of the full Board. In addition, there were executive session meetings of the independent directors as follows: 3 for each of TYG and NTG and 2 for each of TPZ, TTP, NDP and TEAF. |
During the 20202022 fiscal year, for each of the Companies, all directors who were directors during the 20202022 fiscal year attended at least 75% of the aggregate of (1) the total number of meetings of the Board and (2) the total number of meetings held by all committees of the Board on which they served. None of the Companies has a policy with respect to Board member attendance at annual meetings. All of the directors of each of TYG, TPZ, NTG, TTP, NDP and TEAF attended the Company’s 20202022 annual meeting virtually.
ADDITIONAL INFORMATION
On May 12, 2023, plaintiffs Howard Nathanson and Gus Gordon, derivatively and on behalf of TYG and NTG, filed a suit against H. Kevin Birzer, Conrad S. Ciccotello, Rand C. Berney, Jennifer Paquette, and Alexandra Herger, and against the Adviser, in the Circuit Court for Baltimore City, Maryland. TYG and NTG also were named in the suit as Nominal Defendants. The complaint, among other things, alleges derivative claims for breach of fiduciary duty related to the Adviser’s management of TYG and NTG and the Director Defendants’ oversight thereof and
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for the adoption of amendments to the Bylaws of TYG and NTG in October 2020 which the complaint alleges were illegal under the 1940 Act. The complaint seeks unspecified damages related to the alleged breaches of fiduciary duty, rescission of the Adviser’s investment advisory contract for TYG and NTG pursuant to an alleged violation of the Investment Advisers Act of 1940, and, on behalf of the plaintiffs in their individual capacities as shareholders of TYG and NTG, recission of the allegedly illegal Bylaws provisions pursuant to the 1940 Act. The case is Howard Nathanson and Gus Gordon, derivatively on behalf of Tortoise Energy Infrastructure Corp. and Midstream Energy Fund v. Tortoise Capital Advisors, L.L.C. et al., Baltimore City Circuit Court, Maryland. Plaintiffs had filed a similar action in the U.S. District Court for the District of Kansas in August 2022, which was dismissed without prejudice as a result of the forum selection clause in the Bylaws of TYG and NTG. While management of the Adviser and the Director Defendants are unable to predict the outcome of this matter, they believe that this case is without merit and intend to defend against it vigorously, and do not believe the outcome would result in the payment of any monetary damages by TYG or NTG.
Director and Officer Compensation
None of the Companies compensates any of its directors who are interested persons nor any of its officers. The following table sets forth certain information with respect to the compensation paid by each Company and the Fund Complex for fiscal 20202022 to each of the current independent directors for their services as a director. None of the Companies has any retirement or pension plans.
Name of | Aggregate Compensation from Company(1) | Pension or | Estimated | Total | Aggregate Compensation from Company(1) | Pension or | Estimated | Total | ||||||||||
TYG | TPZ | NTG | TTP | NDP | TEAF | TYG | TPZ | NTG | TTP | NDP | TEAF | |||||||
Independent Directors | Independent Directors | Independent Directors | ||||||||||||||||
Conrad S. Ciccotello | $29,583 | $22,133 | $27,583 | $23,933 | $23,483 | $20,083 | $— | $167,522 | $21,600 | $21,400 | $21,600 | $17,000 | $21,400 | $— | $154,000 | |||
Rand C. Berney | $29,583 | $22,133 | $27,583 | $23,933 | $23,483 | $20,083 | $— | $146,800 | $21,600 | $21,400 | $21,600 | $17,000 | $21,400 | $— | $120,000 | |||
Alexandra A. Herger | $27,583 | $22,133 | $26,583 | $23,933 | $23,483 | $19,083 | $— | $140,800 | $20,600 | $20,400 | $20,600 | $16,000 | $20,400 | $— | $114,000 | |||
Jennifer Paquette | $27,583 | $22,133 | $26,583 | $23,933 | $23,483 | $19,083 | $— | $140,800 | $20,600 | $20,400 | $20,600 | $16,000 | $20,400 | $— | $114,000 |
* | For the fiscal year ended November 30, |
(1) | No amounts have been deferred for any of the persons listed in the table. |
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For the 20212023 fiscal year, each independent director receives an annual retainer from each Company as set forth below. Additionally, each independent director receives a fee of $200$1,000 for each telephonic meeting of the Board of Directors andhe or she attends in person, as well as $200 for each meeting of the Board of Directors attended telephonically, and $200 for each committee meeting attended in person or telephonically. The independent directors are reimbursed for expenses incurred as a result of attendance at meetings of the Board of Directors and Board committees. The independent directors waived the meeting fees for each of TTP and NDP for 2023. The Lead Independent Director, the Chairman of the Audit and Valuation Committee, and each other committee meeting he or she attends telephonically. The Lead Independent Director and the Chairman of the Audit and Valuation Committeechairman each receives an additional annual retainer as set forth below. Each other committee chairman receives an additional annual retainer of $1,000. The independent directors are reimbursed for expenses incurred as a result of attendance at meetings of the Board of Directors and Board committees.
TYG | TPZ | NTG | TTP | NDP | TEAF | |
Annual Board Retainer | $15,000 | $15,000 | $15,000 | $15,000 | $15,000 | $15,000 |
Lead Independent Director Retainer | $2,000 | $2,000 | $2,000 | $2,000 | $2,000 | $2,000 |
Audit and Valuation Committee Chairman Retainer | $2,000 | $2,000 | $2,000 | $2,000 | $2,000 | $2,000 |
Other Committee Chairman Retainer | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 |
Required Vote. With respect to each of TYG, NTG and TTP, Mr. BerneyCiccotello will be elected by the vote of a plurality of all shares of common stock and preferred stock of the Company present at the meeting, in person or by proxy, and Ms. Paquette will be elected by the vote of a plurality of all shares of preferred stock of the Company present at the meeting, in person or by proxy. With respect to TPZ, NDP and TEAF, Mr. Berney and Ms. PaquetteCiccotello will be elected by the vote of a plurality of all shares of common stock of the Company present at the meeting, in person or by proxy. A vote by plurality means the nominee with the highest number of affirmative votes, regardless of any votes withheld, will be elected. Therefore, with respect to each Company, abstentions and broker non-votes (which occur when a broker has not received directions from customers and does not have discretionary authority to vote the customers’ shares), if any, will not be counted towards a nominee’s achievement of a plurality. With respect to TYG, NTG and TTP, each common share and each preferred share is entitled to one vote in the election of Mr. Berney. With respect to TYG, NTG and TTP, each preferred share is entitled to one vote in the election of Ms. Paquette.Ciccotello. With respect to TPZ, NDP and TEAF, each common share is entitled to one vote in the election of Mr. Berney and one vote in the election of Ms. Paquette.Ciccotello.
BOARD RECOMMENDATION
The Board of Directors of each of TYG, NTG and TTP unanimously recommends that the common and preferred stockholders of each Company vote “for” Mr. Berney as a director. The Board of Directors of each of TYG, NTG and TTP unanimously recommends that the preferred
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stockholders vote “for” Ms. PaquetteCiccotello as a director. The Board of Directors of each of TPZ, NDP and TEAF unanimously recommends that the common stockholders of each Company vote “for” Mr. BerneyCiccotello as a director and “for” Ms. Paquette as a director.
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PROPOSAL TWO
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors of each Company recommends that the stockholders of the Company ratify the selection of Ernst & Young LLP (“EY”) as the independent registered public accounting firm (“independent auditors”), to audit the accounts of the Company for the fiscal year ending November 30, 2021.2023. EY’s selection was approved by each Company’s Audit and Valuation Committee. Their selection also was ratified and approved by the Board of Directors of each Company, including a majority of the directors who are not “interested persons” of the Company within the meaning of the 1940 Act, and who are “independent” as defined in the New York Stock Exchange listing standards.
EY has audited the financial statements of each Company since prior to each Company’s commencement of business (TYG in February 2004, TPZ in July 2009, NTG in July 2010, TTP in October 2011, NDP in July 2012 and TEAF in March 2019) and does not have any direct financial interest or any material indirect financial interest in any of the Companies. A representative of EY is expected to be available at the meeting and to have the opportunity to make a statement and respond to appropriate questions from the stockholders. Each Company’s Audit and Valuation Committee meets twice each year with representatives of EY to discuss the scope of their engagement, review the financial statements of the Company and the results of their examination.
Required Vote
EY will be ratified as a Company’s independent registered public accounting firm by the affirmative vote of a majority of the shares voted, in person or by proxy, at the meeting by the holders of common stock and the holders of preferred stock (if any), voting together as a single class. With respect to each of TYG, NTG and TTP, each common share and each preferred share is entitled to one vote on this proposal. With respect to TPZ, NDP and TEAF, each common share is entitled to one vote on this proposal. For the purposes of the vote on this proposal for each Company, abstentions and broker non-votes (which occur when a broker has not received directions from customers and does not have discretionary authority to vote the customers’ shares), will not be counted as shares voted and will have no effect on the result of the vote.
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BOARD RECOMMENDATION
The Board of Directors of each Company unanimously recommends that stockholders of each Company vote “for” the ratification of Ernst & Young LLP as their Company’s Independent Registered Public Accounting Firm.
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AUDIT AND VALUATION COMMITTEE REPORT
The Audit and Valuation Committee of each of TYG, TPZ, NTG, TTP, NDP and TEAF, reviews the Company’s annual financial statements with both management and the independent auditors.
The Audit and Valuation Committee of each Company, in discharging its duties, has met with and has held discussions with management and the Company’s independent auditors. Each Company’s Audit and Valuation Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended November 30, 20202022 with management. Management of each Company has represented to the independent auditors that the Company’s financial statements were prepared in accordance with U.S. generally accepted accounting principles.
The Audit and Valuation Committee of each Company has also discussed with the independent auditors the matters required to be discussed by Auditing Standard 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board. The independent auditors provided to each Company’s Audit and Valuation Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit and Valuation Committee concerning independence, and each Company’s Audit and Valuation Committee discussed with representatives of the independent auditors their firm’s independence with respect to that Company.
With respect to each Company, based on the Audit and Valuation Committee’s review and discussions with management and the independent auditors, the representations of management and the reports of the independent auditors to the committee, the Audit and Valuation Committee recommended that the Board include the audited financial statements in the Company’s Annual Report for filing with the SEC.
The Audit and Valuation Committee of each of | |
Rand C. Berney (Chairman) | |
Conrad S. Ciccotello | |
Alexandra A. Herger | |
Jennifer Paquette |
Rand C. Berney (Chairman)Conrad S. CiccotelloAlexandra A. HergerJennifer Paquette
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Each Company’s Audit and Valuation Committee selected EY as the independent registered public accounting firm to audit the books and records of the Company for its fiscal year ending November 30, 2020.2023. EY is registered with the Public Company Accounting Oversight Board.
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FEES AND SERVICES
The following table sets forth the approximate amounts of the aggregate fees billed to each Company for the fiscal years ended November 30, 20202022 and 20192021 by EY, respectively:
TYG | TPZ | NTG | TYG | TPZ | NTG | |||||||
| 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 |
Audit Fees(1) | $171,000 | $192,000 | $104,000 | $126,700 | $109,000 | $145,000 | $134,000 | $148,200 | $82,400 | $83,700 | $85,100 | $87,400 |
Audit-Related Fees(2) | — | |||||||||||
Tax Fees(3) | $74,788 | $107,000 | $18,056 | $21,000 | $54,507 | $54,000 | $61,571 | $90,255 | $10,530 | $10,625 | $40,534 | $49,925 |
All Other Fees | — | |||||||||||
Aggregate Non-Audit Fees | $74,788 | $107,000 | $18,056 | $21,000 | $54,507 | $54,000 | $61,571 | $90,255 | $10,530 | $10,625 | $40,534 | $49,925 |
TTP | NDP | TEAF | TTP | NDP | TEAF | |||||||
| 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 |
Audit Fees(1) | $90,000 | $128,000 | $83,000 | $120,000 | $105,000 | $93,000 | $75,200 | $72,500 | $69,500 | $66,800 | $91,700 | $86,000 |
Audit-Related Fees(2) | — | |||||||||||
Tax Fees(3) | $18,056 | $21,000 | $18,056 | $21,000 | $20,111 | $4,000 | $10,530 | $21,243 | $10,530 | $21,243 | $9,135 | $13,508 |
All Other Fees | — | |||||||||||
Aggregate Non-Audit Fees | $18,056 | $21,000 | $18,056 | $21,000 | $20,111 | $4,000 | $10,530 | $21,243 | $10,530 | $21,243 | $9,135 | $13,508 |
(1) | For professional services rendered with respect to the audit of each Company’s financial statements and the review of each Company’s statutory and regulatory filings with the SEC. |
(2) | For professional services rendered with respect to assurance related services in connection with each Company’s compliance with its rating agency guidelines. |
(3) | For professional services for tax compliance, tax advice and tax planning. |
The Audit and Valuation Committee of each Company has adopted pre-approval policies and procedures. Under these policies and procedures, the Audit and Valuation Committee of each Company pre-approves (i) the selection of the Company’s independent registered public accounting firm, (ii) the engagement of the independent registered public accounting firm to provide any non-audit services to the Company, (iii) the engagement of the independent registered public accounting firm to provide any non-audit services to the Adviser or any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Company, if the engagement relates directly
19
to the operations and financial reporting of the Company, and (iv) the fees and other compensation to be paid to the independent registered public accounting firm. With respect to each Company, the Chairman of the Audit and Valuation Committee of the Company may grant the pre-approval of any engagement of the independent registered public accounting firm for non-audit services of less than $10,000, and such delegated pre-approvals will be presented to the
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full Audit and Valuation Committee at its next meeting for ratification. Under certain limited circumstances, pre-approvals are not required under securities law regulations for certain non-audit services below certain de minimus thresholds. Since each Company’s respective adoption of these policies and procedures, the Audit and Valuation Committee of the Company has pre-approved all audit and non-audit services provided to the Company by EY. None of these services provided by EY were approved by the Audit and Valuation Committee pursuant to the de minimus exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X. All of EY’s hours spent on auditing each Company’s financial statements were attributed to work performed by full-time permanent employees of EY.
The Adviser paid to EY $45,100$31,400 in 20192021 and $39,750$29,850 in 20202022 for tax and other non-audit services provided to the Adviser. These non-audit services were not required to be preapproved by each Company’s Audit and Valuation Committee. No entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to any of the Companies, has paid to, or been billed for fees by, EY for non-audit services rendered to the Adviser or such entity during the Companies’ last two fiscal years.
The Audit and Valuation Committee of each Company has considered whether EY’s provision of services (other than audit services) to the Company, the Adviser or any entity controlling, controlled by, or under common control with the Adviser that provides services to the Company is compatible with maintaining EY’s independence in performing audit services.
OTHER MATTERS
The Board of Directors of each Company knows of no other matters that are intended to be brought before the meeting. If other matters are presented for action, the proxies named in the enclosed form of proxy will vote on those matters in their sole discretion.
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SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
At December 31, 2020,April 30, 2023, each director and director nominee beneficially owned (as determined pursuant to Rule 16a-1(a)(2) under the Exchange Act) shares of each Company overseen by such director in the Fund Complex having values within the indicated dollar ranges. Other than the Fund Complex, with respect to each Company, none of the Company’s directors and director nominees who are not interested persons of the Company, nor any of their immediate family members, has ever been a director, officer or employee of the Adviser or its affiliates.
Director | Dollar Range of Holdings in the Company (1) | |||
Interested Persons | TYG | TPZ | NTG | |
H. Kevin Birzer | Over $100,000 | $ | $ | |
Independent Persons | ||||
Conrad S. Ciccotello |
| Over $100,000 | $ |
|
Rand C. Berney | $10,001-$50,000 | $10,001-$50,000 | $10,001-$50,000 | |
Alexandra A. Herger | $1-$10,000 | $1-$10,000 |
| |
Jennifer Paquette | $1-$10,000 | $ | $1-$10,000 |
Director | Dollar Range of Holdings in the Company (1) | |||
Interested Persons | TTP | NDP | TEAF | |
H. Kevin Birzer | $ | $ | $50,001-$100,000 | |
Independent Persons | ||||
Conrad S. Ciccotello | $50,001-$100,000 | $10,001-$50,000 | $ |
|
Rand C. Berney | $10,001-$50,000 | $10,001-$50,000 | $10,001-$50,000 | |
Alexandra A. Herger |
| $1-$10,000 |
| |
Jennifer Paquette | $1-$10,000 | $1-$10,000 | $1-$10,000 |
Director | Aggregate Dollar Range |
Interested Persons | |
H. Kevin Birzer | Over $100,000 |
Independent Persons | |
Conrad S. Ciccotello | Over $100,000 |
Rand C. Berney | Over $100,000 |
Alexandra A. Herger | $10,001-$50,000 |
Jennifer Paquette | $10,001-$50,000 |
(1) | Based on the closing price of each Company’s common shares on the New York Stock Exchange on |
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(2) | Includes TYG, TPZ, NTG, TTP, NDP and TEAF. Amounts based on the closing price of each of TYG’s, TPZ’s, NTG’s, TTP’s, NDP’s and TEAF’s common shares on the New York Stock Exchange on |
At December 31, 2020,April 30, 2023, each director, each officer and the directors and officers as a group, beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) the following number of shares of common and preferred stock of each Company (or percentage of outstanding shares). Unless otherwise indicated each individual has sole investment and voting power with respect to the shares listed.
| TYG | TPZ | NTG | TTP | NDP | TEAF | TYG | TPZ | NTG | TTP | NDP | TEAF |
Independent Directors | Independent Directors | Independent Directors | ||||||||||
Conrad Ciccotello | 4,376.05(1) | 893.00(2) | 782.89 | 1,045.88 | 662.00 | 600.00 | 5,634.16(1) | 10,093.00(2) | 1,770.92 | 2,168.73 | 1,669.91 | 1,715.97 |
Rand C. Berney | 1,096.00(3) | 1,992.00(3) | 635.00(3) | 858.00(3) | 1,192.00 | 1,006.00 | 1,270.05(3) | 2,283.63(3) | 782.14(3) | 1,018.13(3) | 1,365.62(3) | 1,195.72(3) |
Alexandra A. Herger | 125.00 | 250.00 | 0 | 0 | 125.00 | 0 | 225.00 | 450.00 | 250.00 | 250.00 | 225.00 | 250.00 |
Jennifer Paquette | 232.00 | 619.30 | 176.00 | 172.00 | 104.00 | 230.00 | 307.00 | 819.05 | 251.00 | 247.00 | 179.00 | 280.00 |
Interested Directors and Officers | Interested Directors and Officers | Interested Directors and Officers | ||||||||||
H. Kevin Birzer | 17,673.00(4) | 3,450.00(5) | 1,472.00(6) | 2,104.00(7) | 1,005.00(8) | 6,603.00 | 18,319.35(4) | 4,150.00 | 2,260.00 | 2,875.00 | 1,793.00 | 7,403.00 |
P. Bradley Adams | 3,205.05 | 2,356.51 | 551.68 | 148.50 | 207.00 | 3,072.02 | 3,877.34 | 2,883.65 | 710.65 | 282.93 | 338.63 | 3,642.96 |
Matthew G.P. Sallee | 1,775.00 | 400.00 | 1,012.00 | 100.00 | 62.00 | 1,250.00 | 1,875.00 | 500.00 | 1,112.00 | 200.00 | 162.00 | 1,250.00 |
Brian A. Kessens | 400.00(9) | 2,000.00(9) | 548.00(10) | 750.00(9) | 375.00(9) | 1,000.00(9) | 500.00(5) | 2,100.00(5) | 648.00(6) | 850.00(5) | 475.00(5) | 1,000.00(5) |
Robert J. Thummel, Jr. | 341.00 | 0 | 166.00 | 62.00 | 375.00 | 2,550.00 | 341.00 | 0 | 166.00 | 62.00 | 375.00 | 1,300.00 |
Nicholas S. Holmes | 0.00 | 0 | 0.00 | 0 | 0 | |||||||
Kate Moore | 0 | 0 | 0 | 250.00 | ||||||||
Shobana Gopal | 797.40(11) | 0 | 148.00 | 222.20 | 119.00 | 300.00 | 934.42(7) | 0 | 152.65(8) | 233.91 | 132.71 | 300.00(8) |
Courtney Gengler | 8.00 | 0 | 0 | 0 | 0 | 23.00 | 0 | 0 | 0 | 100.00 | ||
Sean Wickliffe | 0 | 0 | 0 | |||||||||
Diane Bono | 413.44(12) | 0 | 0 | 0 | 0 | 250.00(13) | 486.07(9) | 0 | 0 | 0 | 250.00(10) | |
Directors and Officers as a Group (14) | 29,700.94 | 11,560.81 | 3,183.68 | 5,300.58.00 | 3,789.00 | 12,061.02 | ||||||
Directors and Officers as a Group (11) | 32,951.39 | 22,779.33 | 7,289.36 | 7,925.70 | 6,078.87 | 15,387.65 |
None of the independent directors and none of the interested directors and officers hold any TYG preferred shares, NTG preferred shares or TTP preferred shares.
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% of Outstanding Shares | ||||||
| TYG | TPZ | NTG | TTP | NDP | TEAF |
Independent Directors | ||||||
Conrad Ciccotello | * | * | * | * | * | * |
Rand C. Berney | * | * | * | * | * | * |
Alexandra A. Herger | * | * | * | * | * | * |
Jennifer Paquette | * | * | * | * | * | * |
Interested Directors and Officers | ||||||
H. Kevin Birzer | * | * | * | * | * | * |
P. Bradley Adams | * | * | * | * | * | * |
Matthew G.P. Sallee | * | * | * | * | * | * |
Brian A. Kessens | * | * | * | * | * | * |
Robert J. Thummel, Jr. | * | * | * | * | * | * |
Nicholas S. Holmes | * | * | * | * | * | * |
Stephen Pang | * | * | * | * | * | * |
Shobana Gopal | * | * | * | * | * | * |
Diane Bono | * | * | * | * | * | * |
Directors and Officers as a Group | * | * | * | * | * | * |
* | Indicates less than 1%. |
(1) | Mr. Ciccotello holds 155 of these shares jointly with his wife. |
(2) | Mr. Ciccotello holds these shares jointly with his wife. |
(3) | All shares are held in a revocable trust, of which Mr. Berney |
(4) | Includes |
(5) |
|
(6) | Includes |
|
|
|
|
|
|
23
|
|
| Includes |
|
|
| Held jointly with her husband. |
| Includes 120 shares held jointly with her husband. |
(10) | Held jointly with her husband. |
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(11) | For each of TYG and NTG, total excludes shares held by Messrs. Kessens and Thummel and Ms. Moore, who are not officers of TYG or NTG. For TPZ, total excludes shares held by Messrs. |
| Based on the following shares outstanding as of |
The table below indicates the persons known to NTG to own 5% or more of its common stock as of April 30, 2023.
Name and Address | Number of NTG | Percent of Class |
Saba Capital Management, L.P. (*) Boaz R. Weinstein Saba Capital Management GP, LLC 405 Lexington Avenue, 58th Floor New York, New York 10174 | 542,621 | 10.1% |
(*) | Information based on a Schedule 13D filed on March 21, 2023 reporting shared voting and dispositive power over the shares listed in the table above. A Schedule 13G/A was previously filed on each of December 6, 2022 and February 14, 2022, amending a Schedule 13G filed on December 2, 2021. |
The table below indicates the persons known to TPZ to own 5% or more of its common stock as of December 31, 2020.April 30, 2023.
Name and Address | Number of | Percent | Number of TPZ | Percent of Class |
Relative Value Partners Group, LLC (*) 1033 Skokie Blvd., Suite 470 Northbrook, IL 60062 | 764,648 | 11.3% | 922,498 | 14.88% |
(*) | Information based on a Schedule 13G filed on February |
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The table below indicates the persons known to TTP to own 5% or more of its common stock as of December 31, 2020.April 30, 2023.
Name and Address | Number of | Percent |
Punch & Associates Investment Management, Inc. (*) 7701 France Ave. So., Suite 300 Edina, MN 55435 | 127,711 | 5.5% |
Bard Associates, Inc.(**) 135 South LaSalle Street, Suite 3700 Chicago, IL 60603 | 157,806 | 6.7% |
Name and Address | Number of TTP | Percent of Class |
RiverNorth Capital Management, LLC (*) 325 N. LaSalle Street, Ste. 645 Chicago, IL 60654 | 259,395 | 11.4% |
Saba Capital Management, L.P. (**) Boaz R. Weinstein (**) Saba Capital Management GP, LLC (**) 405 Lexington Avenue, 58th Floor New York, New York 10174 | 179,959 | 8.5% |
Bard Associates, Inc.(***) 135 South LaSalle Street, Suite 3700 Chicago, IL 60603 | 156,607 | 7.0% |
Commonwealth Equity Services, LLC DBA Commonwealth Financial Network (****) 29 Sawyer Road Waltham, MA 02453 | 150,120 | 6.7% |
(*) | Information based on a Schedule 13G filed on February |
(**) | Information based on a Schedule D filed on March 21, 2023. The Schedule 13D reports shared voting and dispositive power by each reporting person over the shares listed in the table above, and that the funds and accounts advised by Saba Capital Management, L.P. have the right to receive the dividends from and proceeds of sales from the TTP common shares. A Schedule 13G was previously filed on June 10, 2022 and amended by a Schedule 13G/A filed on February 14, 2023. |
(***) | Information based on a Schedule 13G filed on February |
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(****) | Information based on a Schedule 13G/A filed on January 27, 2023 reporting both sole and shared dispositive power over the shares listed in the table above. A Schedule 13G was previously filed on December 7, 2022. |
The table below indicates the persons known to NDP to own 5% or more of its common stock as of December 31, 2020.April 30, 2023.
Name and Address | Number of | Percent | Number of NDP | Percent of Class |
Aristides Capital LLC (*) Christopher M. Brown (*) Aristides Fund LP (*) Aristides Fund QP, LP (*) 25 S. Huron St., Suite 2A Toledo, Ohio 43604 | 304,131 | 16.5% | 93,219 | 5.05% |
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Name and Address | Number of NDP | Percent of Class |
Saba Capital Management, L.P. (**) Boaz R. Weinstein (**) Saba Capital Management GP, LLC (**) 405 Lexington Avenue, 58th Floor New York, New York 10174 | 166,521 | 9.49% |
Thomas J. Herzfeld Advisors, Inc. (***) 119 Washington Avenue, Suite 504 Miami Beach, FL 33139 | 190,631 | 10.87% |
Raymond James & Associates, Inc. (****) 880 Carillon Parkway St. Petersburg, FL 33716 | 161,498 | 8.75% |
(*) | Information based on a Schedule |
As of December 31, 2020, to the knowledge of TYG, no person held (sole or shared) power to vote or dispose of more than 5% of the outstanding common shares of TYG.
(**) | Information based on a Schedule 13D/A filed jointly by Saba Capital Management, L.P., Boaz R. Weinstein and Saba Capital Management GP, LLC on March 20, 2023 which amended a Schedule 13D originally filed on January 10, 2022 as previously amended by Schedule 13D/A filings on February 14, 2022 and July 1, 2022, and which reports shared voting and dispositive power over the shares listed in the table above. Saba Capital Management, L.P. serves as investment manager to private and public investment funds and/or accounts; Saba Capital Management GP, LLC is the general partner of Saba Capital Management, L.P. and other affiliated entities; and Mr. Weinstein is managing member of Saba Capital Management GP, LLC. The Schedule 13D/A reports that the funds and accounts advised by Saba Capital Management, L.P. have the right to receive the dividends from and proceeds of sales from the NDP common shares. |
As of December 31, 2020, to the knowledge of NTG, no person held (sole or shared) power to vote or dispose of more than 5% of the outstanding common shares of NTG.
As of December 31, 2020, to the knowledge of TEAF, no person held (sole or shared) power to vote or dispose of more than 5% of the outstanding common shares of TEAF.
(***) | Information based on a Schedule 13G/A filed by Thomas J. Herzfeld Advisors, Inc. on January 10, 2023 which amended a Schedule 13G filed on January 10, 2023, reporting sole voting power and sole dispositive power. |
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(****) | Information based on a Schedule 13G filed on February 8, 2023 by Raymond James & Associates, Inc. reporting sole dispositive power, but no voting power, over the shares listed in the table above. The Schedule 13G reports that the shares are held in discretionary accounts for the benefit of individual clients who may also direct disposition of the shares. |
The table below indicates the persons known to TYG, to own 5% or more of its common stock as of April 30, 2023.
Name and Address | Number of TYG | Percent of Class |
Allspring Global Investments Holdings, LLC(*) Allspring Global Investments, LLC(*) Allspring Funds Management, LLC (*) 525 Market St, 10th Fl San Francisco, CA 94105 | 733,448 | 6.47% |
(*) | Information based on a Schedule 13G jointly filed by Allspring Global Investments Holdings, LLC (“AGIH”), Allspring Global Investments, LLC (“AGI”) and Allspring Funds Management, LLC (“AFM”) on January 12, 2023. The Schedule 13G reports AGIH beneficially owning in the aggregate 733,448 shares with sole voting power over 716,509 shares and sole dispositive power over 733,448 shares for a percent of class of 6.47%; AGI beneficially owning in the aggregate 733,448 shares with sole voting power over 716,509 shares and sole dispositive power over 733,448 shares for a percent of class of 6.47%; and AFM beneficially owning no shares with no voting or dispositive power over any of the shares listed in the table above. Prior to its sale on November, 1, 2021, AGIH was a subsidiary of Wells Fargo & Company, and prior to that date, its holdings were included on Schedules 13G filed by Wells Fargo & Company, LLC. |
The table below indicates the persons known to TEAF to own 5% or more of its common stock as of April 30, 2023.
Name and Address | Number of TEAF | Percent of Class |
Saba Capital Management, L.P. (*) Boaz R. Weinstein (*) Saba Capital Management GP, LLC (*) 405 Lexington Avenue, 58th Floor New York, New York 10174 | 907,868 | 6.73% |
(*) | Information based on a Schedule 13D filed jointly by Saba Capital Management L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC on March 21, 2023. Saba Capital is an investment manager to private and public investment funds and/or accounts, Saba GP is the general partner of Saba Capital and other affiliated entities, and Mr. Weinstein is managing member of the general partner of Saba Capital and other affiliated entities. The Schedule 13D reports shared voting and dispositive power by each reporting person over the shares listed in the table above, and that the funds and accounts advised by |
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Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares. A Schedule 13G/A was previously filed on February 14, 2023 amending Schedule 13 G filed on October 14, 2022.
The table below indicates the persons known to TYG to own 5% or more of its shares of preferred stock as of December 31, 2020.April 30, 2023
Name and Address | Number | Percent |
Barings LLC (formerly Babson Capital Management LLC) (*) 300 South Tryon St. Charlotte, NC 28202 | 900,485 | 27.9% |
Massachusetts Mutual Life Insurance Company (*) 1295 State Street Springfield, MA 01111 | ||
Athene Asset Management, L.P. (**) Athene Annuity and Life Company (**) Voya Insurance and Annuity Company (**) Royal Neighbors of America (**) 7700 Mills Civic Parkway West Des Moines, IA 50266 | 473,732 | 14.7% |
The Guardian Life Insurance Company of America (***) 7 Hanover Square New York, NY 10004 | 411,091 | 12.7% |
Knights of Columbus (****) One Columbus Plaza New Haven, CT 06510 | 411,091 | 12.7% |
Voya Financial, Inc. (*****) 230 Park Ave. 14th Floor New York, NY 10169 | 407,176 | 12.6% |
Principal Global Investors, LLC (******) Principal Life Insurance Company (******) RGA Reinsurance Company (******) 711 High Street, G-26 Des Moines, IA 50392 | 352,364 | 10.9% |
Teachers Insurance and Annuity Association of America (*******) 730 Third Avenue New York, NY 10017 | 274,061 | 8.5% |
Name and Address | Number of TYG | Percent of Class |
The Prudential Insurance Company of America (*) 2200 Ross Ave. Suite 4300W Dallas, TX 75201 | 2,000,000 | 56.1% |
Barings LLC (formerly Babson Capital Management LLC) (**) 300 South Tryon St. Charlotte, NC 28202
Massachusetts Mutual Life Insurance Company (**) 1295 State Street Springfield, MA 01111 | 411,091 | 11.5% |
The Guardian Life Insurance Company of America (***) 7 Hanover Square New York, NY 10004 | 352,364 | 9.9% |
Knights of Columbus (****) One Columbus Plaza New Haven, CT 06510 | 254,485 | 7.1% |
Athene Asset Management, L.P. (*****) Athene Annuity and Life Company (*****) Voya Insurance and Annuity Company (*****) Royal Neighbors of America (*****) 7700 Mills Civic Parkway West Des Moines, IA 50266 | 211,418 | 5.9% |
(*) | Information based on a Securities Purchase Agreement dated December 17, 2021. |
(**) | Information based on Schedule 13G amendment filed on January 7, 2015. The number of shares noted above also reflects a partial redemption that occurred in April 2020. Barings LLC (formerly Babson Capital Management |
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beneficial owner of 4,415,000 shares (864,270 shares after taking into account the partial redemption) of Mandatory Redeemable Preferred Stock. In addition, C.M. Life Insurance Company, a wholly-owned subsidiary of MassMutual, owns 185,000 shares (36,215
Preferred Stock. In addition, C.M. Life Insurance Company, a wholly-owned subsidiary of MassMutual, owns 185,000 shares (17,618 shares after taking into account the partial redemption) of Mandatory Redeemable Preferred Stock, which therefore may be deemed to be indirectly owned by MassMutual.
The table below indicates the persons known to NTG to own 5% or more of its shares of preferred stock as of
The table below indicates the persons known to TTP to own 5% or more of its shares of preferred stock as of
or the power to direct the receipt of dividends from, or the proceeds from the sale of, the identified shares. The number of shares noted above also reflects a partial redemption that occurred in April 2020.
INVESTMENT ADVISER
Tortoise Capital Advisors, L.L.C. is each Company’s investment adviser. The Adviser’s address is
MORE INFORMATION ABOUT THE MEETING
Stockholders. At the record date, each Company had the following number of shares issued and outstanding:
How Proxies Will Be Voted. All proxies solicited by the Board of Directors of each Company that are properly executed and received prior to the meeting, and that are not revoked, will be voted at the meeting. Shares represented by those proxies will be voted in accordance with the instructions marked on the proxy. If no instructions are specified, shares will be counted as a vote FOR the proposals described in this proxy statement.
How To Vote. You may vote your shares by simply completing and signing the enclosed proxy card (your ballot), and mailing it in the postage-paid envelope included in this package. You may also vote in person if you are able to attend the meeting.
Expenses and Solicitation of Proxies. The expenses of preparing, printing and mailing the enclosed proxy card, the accompanying notice and this proxy statement and all other costs, in connection with the solicitation of proxies will be borne by the Companies on a pro rata basis. Each Company may also reimburse banks, brokers and others for their reasonable expenses in forwarding
proxy solicitation material to the beneficial owners of shares of the Company. In
order to obtain the necessary quorum for a Company at the meeting, additional solicitation may be made by mail, telephone, telegraph, facsimile or personal interview by representatives of the Company, the Adviser, the Company’s transfer agent, or by brokers or their representatives or by a solicitation firm that may be engaged by the Company to assist in proxy solicitations. If a proxy solicitor is retained by any Company, the costs associated with all proxy solicitation are not anticipated to exceed $15,000. None of the Companies will pay any representatives of the Company or the Adviser any additional compensation for their efforts to supplement proxy solicitation.
Revoking a
Quorum. With respect to each Company, the presence, in person or by proxy, of holders of shares entitled to cast a majority of the votes entitled to be cast (without regard to class) constitutes a quorum. For purposes of determining the presence or absence of a quorum, shares present at the annual meeting that are not voted, or abstentions, and broker non-votes (which occur when a broker has not received directions from customers and does not have discretionary authority to vote the customers’ shares) will be treated as shares that are present at the meeting but have not been voted.
With respect to each Company, if a quorum is not present in person or by proxy at the meeting, the chairman of the meeting or the stockholders entitled to vote at such meeting, present in person or by proxy, have the power to adjourn the meeting to a date not more than 120 days after the original record date without notice other than announcement at the meeting.
Availability of Annual Report of TYG, TPZ, NTG, TTP, NDP and
ADMINISTRATOR
TYG, TPZ, NTG, TTP, NDP and TEAF have each entered into administration agreements with US Bancorp Fund Services, LLC whose principal business address is 615 E. Michigan Street, Milwaukee, Wisconsin 53202.
STOCKHOLDER COMMUNICATIONS
Stockholders are able to send communications to the Board of Directors of each Company. Communications should be addressed to the Secretary of the applicable Company at its principal offices at
CODE OF ETHICS
Each of the Companies has adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes personal trading procedures for employees designated as access persons and which is available through the Company’s link on its investment adviser’s website
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE
Method for Including Proposals in a Company’s Proxy
Other Proposals and
proposal should carefully read and review the applicable Company’s Bylaws. A copy of each Company’s Bylaws may be obtained by contacting the Secretary of the Company at 1-866-362-9331 or by writing the Secretary of the Company at
These advance notice provisions are in addition to, and separate from, the requirements that a stockholder must meet in order to have a proposal included in any Company’s proxy statement under the rules of the SEC.
A proxy granted by a stockholder will give discretionary authority to the proxies to vote on any matters introduced pursuant to the above advance notice Bylaw provisions, subject to applicable rules of the SEC.
June 1,
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