UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED
IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials.
[ ] Soliciting Material under Rule 14a-12
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
(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 LOGO]
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas 66210
1-888-728-8784
March [___], 2005
Dear Fellow Stockholder:
You are cordially invited to attend the first annual meeting of stockholders of
Tortoise Energy Infrastructure Corporation (the "Company") on Friday, April 15,
2005 at 9:00 a.m., Central Time, at The Doubletree Hotel, 10100 College
Boulevard, Overland Park, Kansas 66210.
The matters scheduled for consideration at the meeting are the election of one
director of the Company, granting the Company the authority to sell a limited
number of its common shares for less than net asset value, subject to certain
conditions, and the ratification of the selection of Ernst & Young LLP as
independent, registered certified public accountants of the Company for its
fiscal year ending November 30, 2005, as more fully discussed in the enclosed
proxy statement.
Enclosed with this letter are answers to questions you may have about the
proposals, the formal notice of the meeting, the proxy statement, which gives
detailed information about the proposals and why the Board recommends that you
vote to approve each of them, 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 1-888-728-8784.
Your vote is important. Please complete, sign, and date the enclosed proxy card
and return it in the enclosed envelope. This will ensure that your vote is
counted, even if you cannot attend the meeting in person.
Sincerely,
/s/ David J. Schulte
David J. Schulte
CEO and President
[TORTOISE LOGO]
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
ANSWERS TO SOME IMPORTANT QUESTIONS
Q. WHAT AM I BEING ASKED TO VOTE "FOR" ON THIS PROXY?
A. This proxy contains three proposals: (i) the election of one director
to serve until the 2008 Annual Stockholder Meeting; (ii) granting the Company
the authority to sell a limited number of its common shares for less than net
asset value, subject to certain conditions; and (iii) the ratification of Ernst
& Young LLP as the Company's independent, registered certified public accounts.
Holders of the common shares and holders of the preferred shares of the Company
will vote together, as a single class, on the matters set forth in (i) and (iii)
above and the holders of the common shares will vote on the matter set forth in
(ii) above. The holders of preferred shares are not entitled to vote on the
matter set forth in (ii) above. Stockholders of the Company may also transact
such other business as may properly come before the meeting.
Q. HOW DOES THE BOARD OF DIRECTORS SUGGEST THAT I VOTE?
A. The Board of Directors of the Company unanimously recommends that you
vote "FOR" all proposals on the enclosed proxy card.
Q. HOW CAN I VOTE?
A. You can vote by completing, signing and dating your proxy card, and
mailing it in the enclosed envelope. You also may vote in person if you are able
to attend the meeting. However, even if you plan to attend the meeting, we urge
you to cast your vote by mail. That will ensure that 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 Proxy Statement carefully.
If you have questions, call 1-888-728-8784.
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas 66210
1-888-728-8784
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Tortoise Energy Infrastructure Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Tortoise
Energy Infrastructure Corporation, a Maryland Corporation (the "Company"), will
be held on Friday, April 15, 2005 at 9:00 a.m. Central Time at The Doubletree
Hotel, 10100 College Boulevard, Overland Park, Kansas 66210 for the following
purposes:
1. To elect one director of the Company, to hold office for a term of
three years and until his successor is duly elected and qualified;
2. To grant the Company the authority to sell a limited number of its
common shares for less than net asset value, subject to certain
conditions;
3. To ratify the selection of Ernst & Young LLP as independent,
registered certified public accountants of the Company for its fiscal
year ending November 30, 2005; and
4. To transact any other business that may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
Holders of common shares and holders of preferred shares of the Company will
vote together, as a single class, to elect the one director and to ratify Ernst
& Young, LLP as the Company's independent, registered certified public
accountants. Only holders of common shares will vote to grant the Company the
authority to sell a limited number of its common shares for less than net asset
value, subject to certain conditions. Stockholders may also transact any other
business that properly comes before the meeting.
Stockholders of record as of the close of business on March 7, 2005 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 the Company,
/s/ Zachary A. Hamel
Zachary A. Hamel
Secretary
March [___], 2005
Overland Park, Kansas
All stockholders are cordially invited to attend the meeting in person. Whether
or not you expect to attend the meeting, please complete, date, sign and return
the enclosed proxy as promptly as possible in order to ensure your
representation at the meeting. 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 attend 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.
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas 66210
1-888-728-8784
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 15, 2005
This proxy statement is being sent to you by the Board of Directors of
Tortoise Energy Infrastructure Corporation (the "Company"). The Board of
Directors is asking you to complete and return the enclosed proxy card,
permitting your shares of the Company to be voted at the annual meeting of
stockholders called to be held on April 15, 2005. Stockholders of record at the
close of business on March 7, 2005 (the "record date") are entitled to vote at
the meeting. You are entitled to one vote for each common share and for each
preferred share you hold. This proxy statement and enclosed proxy are first
being mailed to stockholders on or about March [___], 2005.
You should have received the Company's Annual Report to stockholders for
the fiscal year ended November 30, 2004. If you would like another copy of the
Annual Report, please write the Company at the address shown at the top of this
page or call the Company at 888-728-8784. The report will be sent to you without
charge. The Company's reports can be accessed on its website
(www.tortoiseenergy.com) or on the SEC's website (www.sec.gov).
1
PROPOSAL ONE
ELECTION OF DIRECTOR
At the annual meeting, one director will be elected to serve for a term of
three years and until his successor is duly elected and qualified. The Board of
Directors unanimously nominated Conrad S. Ciccotello, who is currently a
director. Mr. Ciccotello has consented to be named in this proxy statement and
has agreed to serve if elected. The Company has no reason to believe that he
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. Ciccotello as a
director of the Company. Currently the Company has five directors. In accordance
with the Company's Articles of Amendment and Restatement, 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 terms of Charles E. Heath
and Terry C. Matlack expire on the date of the 2006 annual meeting of
stockholders and the terms of John R. Graham and H. Kevin Birzer expire on the
date of the 2007 annual meeting of stockholders. If Mr. Ciccotello is elected at
the annual meeting, his term will expire at the annual meeting of stockholders
in 2008. Pursuant to the terms of the preferred shares, the preferred
stockholders have the exclusive right to elect two directors to the board. The
board has designated Mr. Matlack and Mr. Graham as the directors the preferred
stockholders shall have the right to elect.
On this proposal, the holders of preferred shares of the Company will have
equal voting rights with the holders of common shares (i.e., one vote per share)
and the common shares and the preferred shares will vote together as a single
class. The Company's directors are elected by a plurality of the votes cast at
the meeting. This means the nominee who receives more votes than any other
candidate, regardless of the votes withheld for that candidate will be elected.
Thus, shares present at the annual meeting that are not voted for a particular
nominee, shares present in person or represented by proxy where the stockholder
properly withholds authority to vote for such nominee, and broker non-votes, if
any, will not be counted towards such nominee's achievement of a plurality.
Stockholders do not have cumulative voting rights.
If elected, Mr. Ciccotello will hold office until the 2008 annual meeting
of stockholders or until his successor is duly elected and qualified. If Mr.
Ciccotello is unable to serve because of an event not now anticipated, the
persons named as proxies may vote for another person designated by the Board of
Directors.
The following table sets forth each Board member's name, age and address;
position(s) with the Company and length of time served; principal occupation
during the past five years; the number of portfolios in the Fund Complex that
each Board member oversees; and other public company directorships held by each
Board member. The Fund Complex is comprised of the closed-end funds advised by
the Advisor, and as of March [___], 2005 included the Company and Tortoise North
American Energy Corporation.
2
NOMINEE FOR DIRECTOR WHO IS NOT AN INTERESTED PERSON:
- ------------------------------- --------------------- -------------------------------- ---------------- ----------------
Number of
Positions(s) Held Portfolios in Other
With Company and Fund Complex Directorships
and Length of Principal Occupation Overseen by Held by
Name and Age Time Served During Past Five Years Director Director
- ------------------------------- --------------------- -------------------------------- ---------------- ----------------
Conrad S. Ciccotello, 44 Director since 2003 Associate Professor of Risk Two None
10801 Mastin Blvd. Management and Insurance,
Suite 222 Robinson College of Business,
Overland Park, KS 66210 Georgia State University since
1999; Director of Graduate
Personal Financial Planning
(PFP) Programs, Editor,
Financial Services Review
since 2001 (an academic
journal dedicated to the study
of individual financial
management); Formerly, faculty
member, Pennsylvania State
University (1997-1999).
REMAINING DIRECTORS WHO ARE NOT INTERESTED PERSONS:
- ------------------------------ --------------------- -------------------------------- ---------------- ----------------
Number of
Portfolios in
Positions(s) Held Fund Other
With Company Complex Directorships
and Length of Principal Occupation Overseen by Held by
Name and Age Time Served During Past Five Years Director Director
- ------------------------------ --------------------- -------------------------------- ---------------- ----------------
John R. Graham, 59 Director since 2003 Executive-in-Residence and Two Erie Indemnity
10801 Mastin Blvd. Professor of Finance, College Company; Erie
Suite 222 of Business Administration, Family Life
Overland Park, KS 66210 Kansas State University (has Insurance
served as a professor or Company;
adjunct professor since 1970); Kansas State
Chairman of the Board, Bank
President and CEO, Graham
Capital Management, Inc. and
Owner of Graham Ventures;
formerly, CEO, Kansas Farm
Bureau Financial Services,
including seven affiliated
insurance or financial service
companies (1979-2000).
Charles E. Heath, 62 Director since 2003 Retired in 1999. Formerly, Two None
10801 Mastin Blvd. Chief Investment Officer,
Suite 222 General Electric's Employers
Overland Park, KS 66210 Reinsurance Corporation
(1989-1999). CFA since 1974.
3
REMAINING DIRECTORS WHO ARE INTERESTED PERSONS:
------------------------------ --------------------- -------------------------------- ---------------- ----------------
Number of
Portfolios in
Positions(s) Held Fund Other
With Company Complex Directorships
and Length of Principal Occupation Overseen by Held by
Name and Age Time Served During Past Five Years Director Director
- ------------------------------ --------------------- -------------------------------- ---------------- ----------------
H. Kevin Birzer, 45 Director and Partner/Senior Analyst, Two None
10801 Mastin Blvd. Chairman of the Fountain Capital (1989 -
Suite 222 Board since 2003 present); Managing Director of
Overland Park, KS 66210 the Advisor; Formerly,
President, F. Martin Koenig &
Co. (1981- 1986); Vice
President, Corporate Finance
Department, Drexel Burnham
Lambert (1986-1989)
Terry C. Matlack, 48 Director, Treasurer Managing Director, KCEP, a Two Trendstar
10801 Mastin Blvd. and Chief Financial private equity firm (2001- Investment
Suite 222 Officer since 2003 present); Managing Director of Trust (open-end
Overland Park, KS 66210 the Advisor; Formerly, small cap
President, GreenStreet Capital investment fund)
(1995 - 2001).
Officers. Mr. Birzer is the Chairman of the Board of the Company, and Mr.
Matlack is the Chief Financial Officer and Treasurer of the Company. The
preceding table gives more information about Mr. Birzer and Mr. Matlack. The
following table sets forth each other 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 directorships held by each officer.
Each officer serves until his successor is chosen and qualified or until his
resignation or removal.
------------------------------ --------------------- -------------------------------- ---------------- ----------------
Number of
Portfolios in
Positions(s) Held Fund Other
With Company Complex Directorships
and Length of Principal Occupation Overseen by Held by
Name and Age Time Served During Past Five Years Director Director
- ------------------------------ --------------------- -------------------------------- ---------------- ----------------
David J. Schulte, 43 President and Managing Director, KCEP Two None
10801 Mastin Blvd. Chief Executive (1993-present); Managing
Suite 222 Officer since 2003 Director of the Advisor; CFA
Overland Park, KS 66210 since 1992; Member, Global
Corporate Governance Committee
of the CFA Institute.
Zachary A. Hamel, 39 Secretary since Partner/Senior Analyst with Two None
10801 Mastin Blvd. 2003 Fountain Capital
Suite 222 (1997-present); Managing
Overland Park, KS 66210 Director of the Advisor.
4
Kenneth P. Malvey, 39 Vice President Partner/Senior Analyst, Two None
10801 Mastin Blvd. since 2003 Fountain Capital Management
Suite 222 (2002-present); Managing
Overland Park, KS 66210 Director of the Advisor;
Formerly, Investment Risk
Manager and member of the
Global Office of Investments,
GE Capital's Employers
Reinsurance Corporation (1996
- 2002).
Committees of the Board of Directors. The Company's Board of Directors
currently has two standing committees:
• Executive Committee. Messrs. Birzer and Matlack are members of the
executive committee. The executive committee has authority to exercise
the powers of the Board (i) where assembling the full Board in a
timely manner is impracticable, (ii) to address emergency matters, or
(iii) to address matters of an administrative or ministerial nature.
Messrs. Birzer and Matlack are "interested persons" of the Company as
defined by Section 2(a)(19) of the Investment Company Act of 1940.
• Audit Committee. Messrs. Ciccotello, Heath and Graham serve on the
audit committee. The audit committee operates under a written charter
adopted and approved by the Board. The Audit Committee Charter is
attached hereto as Appendix A and will be attached every third year
going forward. The audit committee approves and recommends to the
Board the election, retention or termination of independent auditors;
approves services to be rendered by the auditors; monitors the
auditors' performance; reviews the results of the Company's audit;
determines whether to recommend to the Board that the Company's
audited financial statements be included in the Company's Annual
Report; and responds to other matters as outlined in the Audit
Committee Charter. Each audit committee member is "independent" as
defined by the New York Stock Exchange.
The Board does not currently have a standing nominating or compensation
committee. The New York Stock Exchange does not require boards of directors of
closed-end funds to have a standing nominating or compensation committee.
Your Board of Directors does not believe a standing nominating committee is
necessary because the full Board of Directors currently participates in the
consideration of director nominees. The Board of Directors does not have a
charter with respect to the duties it fulfills in its nominating capacity. The
Board of Directors does not have a specific policy with regard to consideration
of director candidates recommended by stockholders and will give consideration
to director candidates recommended by stockholders in accordance with the
Company's Bylaws and the procedures described under "Stockholder Proposals." The
Company's Bylaws require all directors and nominees for directors (1) be at
least 21 years of age and have substantial expertise, experience and
relationships relevant to the business of the Company and (2) to have a master's
degree in economics, finance, business administration or accounting, to have a
graduate professional degree in law from an accredited university or college in
the United States, or the equivalent degree from an equivalent institution of
higher learning in another country, to have a certification as a public
accountant in the United States, to
5
be deemed an "audit committee financial expert" as such term is defined in item
401 of Regulation S-K as promulgated by the SEC, or to be a current director of
the Company. The Board of Directors does not have a specific process for
identifying and evaluating nominees for director, but when considering
nominations for membership on the Board, the Board of Directors seeks to
identify persons who satisfy the criteria identified above and who have the
highest capabilities, judgment and ethical standards and an understanding of the
business of the Company. The Board of Directors does not evaluate nominees for
director differently when a nominee is proposed by a stockholder.
The following table shows the number of meetings held for the Company
during the fiscal year ended November 30, 2004:
Board of Directors 10
Executive Committee 3
Audit Committee 5
All of the members of the Board and committee members then serving attended
at least 75% of the meetings of the Board of Directors and applicable committees
held during the fiscal year.
Director and Officer Compensation. The Company does not compensate any of
the directors who are interested persons and does not compensate any of its
officers. The following table sets forth certain information with respect to the
compensation paid by the Company and the Fund Complex during fiscal 2004 to each
of the current directors.
Compensation from Total Compensation
Name Company from Fund Complex
---- ------- ------------------
H. Kevin Birzer $0 $0
Terry C. Matlack $0 $0
Conrad S. Ciccotello $19,000 $19,000
John R. Graham $20,500 $20,500
Charles E. Heath $21,000 $21,000
Required Vote. Mr. Ciccotello will be elected by the vote of a plurality of
all shares of the Company present at the meeting, in person or by proxy. Each
common share and each preferred share is entitled to one vote.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS OF THE
COMPANY VOTE "FOR" MR. CICCOTELLO AS A DIRECTOR.
6
PROPOSAL TWO
APPROVAL TO SELL A LIMITED NUMBER OF
COMMON SHARES BELOW NET ASSET VALUE
Since our initial public offering, the Company sold common shares in a
subsequent public offering and invested the proceeds from such subsequent public
offering in accordance with its investment objectives. The Investment Company
Act of 1940 ("1940 Act") permits such sales, so long as the net sale price to
the Company (after deduction of offering expenses) is at least equal to the net
asset value per share (the "NAV") of its common shares. Additionally, the 1940
Act permits the Company to sell its common shares below NAV with the consent of
a majority of its common stockholders. The 1940 Act establishes a connection
between common share net sale price and NAV because when stock is sold at a net
sale price below NAV, the resulting increase in the number of outstanding shares
is not accompanied by a proportionate increase in the net assets of the Company.
The Company believes that having the ability to issue a limited number of
the Company's common shares below NAV in certain instances will benefit all
stockholders. The Company is periodically presented with opportunities to
acquire securities of master limited partnerships ("MLPs") at a discount to
their prevailing market price. However, those attractive investment
opportunities require the Company to make its investment commitment quickly and
to have available cash for the investment. Because the Company generally
attempts to remain fully invested and does not intend to maintain cash for the
purpose of making these investments, the Company may be unable to capitalize on
attractive investment opportunities presented to it unless it quickly raises
capital. The market value of our common shares, however, periodically falls
below our NAV, which is not uncommon for a closed-end fund such as the Company.
When this happens, the Company is not able to effectively access capital markets
to enable it to take advantage of attractive investment opportunities.
The proposed resolution would give the Company the opportunity to raise
cash and purchase attractively priced securities even if the net sale price to
the Company of our common shares is below NAV. The Company does not anticipate
selling common shares below NAV unless the Company has identified attractive
near term investment opportunities that the directors, including a majority of
independent directors, reasonably believe will increase stockholder
distributions. Further, to the extent the Company issues common shares below NAV
in a publicly registered transaction, the market capitalization and number of
publicly tradable shares of the Company will increase, thus affording all
stockholders greater liquidity.
The Company will only sell common shares below NAV in accordance with the
following parameters:
1. The aggregate number of the Company's common shares issued below NAV
will not exceed more than 20% of the Company's outstanding common shares as of
any offering date. In determining the number of the Company's outstanding common
shares, all common shares outstanding on the date of the stockholder vote shall
be deemed to be outstanding, as well as all common shares sold at a net sales
price in excess of NAV from and after the date of the stockholder vote. However,
common shares previously sold at a net sales price below NAV will not be deemed
to be outstanding for purposes of computing the 20% limitation.
7
2. The Company will not sell its common shares at a price to the Company,
after deduction of all offering expenses and underwriting fees and commissions,
that represents a discount of more than 5% of the NAV, as determined at any time
within 48 hours of pricing of the common shares to be sold below NAV.
3. The Company will only issue common shares below NAV if a majority of the
independent directors make a determination that they reasonably expect that the
investment(s) to be made with the net proceeds of such issuance will increase
stockholder distributions.
As discussed below under the caption "More Information About the Meeting -
Investment Advisory Agreement," the Company's investment adviser is paid a fee
based upon the Company's average monthly Managed Assets (as defined below).
Therefore, the adviser's interest in determining whether to recommend that the
Company issue common shares below NAV may conflict with the interests of the
Company and its stockholders.
Furthermore, if current stockholders of the Company either do not purchase
any shares in an offering conducted by the Company or do not purchase sufficient
shares in the offering to maintain their percentage interest, regardless of
whether such offering is above or below the then current NAV, their voting power
will be diluted.
The table below sets forth the pro forma effect on our NAV if we were to
have issued shares below our NAV as of February 28, 2005. The table assumes that
we issue 2,948,819.550 shares, which represents all of the shares we would be
currently authorized under this proposal to issue, at a net price to us after
deducting all expenses of issuance, including underwriting discounts and
commissions, equal to $26.95, 95% of the NAV of our common shares as of February
28, 2005.
Impact of Below NAV Issuances of Common Shares
Common shares currently outstanding 14,744,097.750
Common shares that currently may be issued below NAV 2,948,819.550
Total common shares outstanding if all authorized 2re
issued below NAV 17,692,917.300
Current NAV per share as of February 28, 2005 $28.37
Aggregate net asset value of all currently outstanding
common shares based on NAV as of Feb. 28, 2005 $418,290,053.17
Aggregate net proceeds to the Company (assuming the
Company sold all authorized shares and received net
proceeds equal to $26.95 per share (95% of the NAV as
of Feb. 28, 2005)) $79,470,686.87
Expected aggregate net asset value of the Company after
issuance $497,760,740.04
NAV per share after issuance $28.13
The persons named in the accompanying proxy card intend to vote at the
meeting (unless otherwise directed) FOR approval of the sale of common shares
below NAV.
Required Vote. The proposal must be approved by both (a) the affirmative
vote of a majority of all common stockholders of record, and (b) a majority of
the votes cast by the common stockholders and the preferred stockholders, voting
together as a single class.
8
For the purpose of determining whether a majority of the common
stockholders approved the matter, the number of common shares held by any single
stockholder will not be relevant. For the purpose of determining whether a
majority of the common stockholders approved this proposal, abstentions and
broker non-votes will not be counted as votes cast and will have no effect on
the result of the vote.
For the purposes of determining whether the majority of the votes cast by
the common and preferred stockholders voting together as a single class approved
the proposal, each common share and each preferred share is entitled to one
vote. Further, abstentions and broker non-votes will not be counted as votes
cast and will have no effect on the result of the vote.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT COMMON
STOCKHOLDERS OF THE COMPANY VOTE "FOR" THE PROPOSAL TO ALLOW THE COMPANY TO SELL
ITS COMMON SHARES BELOW NET ASSET VALUE.
PROPOSAL THREE
RATIFICATION OF SELECTION OF
INDEPENDENT, REGISTERED CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors recommends that the stockholders of the Company
ratify the selection of Ernst & Young LLP ("E&Y"), independent registered
certified public accountants, to audit the accounts of the Company for the
fiscal year ending November 30, 2005. E&Y's selection was approved by the Audit
Committee at a meeting held on January 19, 2005. Their selection also was
ratified and approved by the vote, cast in person, of a majority of the
directors of the Company, including a majority of the directors who are not
"interested persons" of the Company within the meaning of the 1940 Act, as
amended, and who are "independent" as defined in the New York Stock Exchange
listing standards, at a meeting held on January 19, 2005.
The persons named in the accompanying proxy card intend to vote at the
meeting (unless otherwise directed) FOR the ratification of E&Y as the Company's
independent, registered certified public accountants. E&Y has audited the
accounts of the Company since prior to the Company's commencement of business in
February 2004 and does not have any direct financial interest or any material
indirect financial interest in the Company. A representative of E&Y 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. The Audit Committee
of the Board of Directors meets each year with representatives of E&Y to discuss
the scope of their engagement, review the financial statements of the Company
and the results of their examination.
Required Vote. E&Y will be ratified as the Company's independent,
registered certified public accountant by the affirmative vote of a majority of
all shares present and voting at the meeting, in person or by proxy. Each common
share and each preferred share is entitled to one vote.
9
AUDIT COMMITTEE REPORT
The audit committee of the Board of Directors of the Company reviews the
Company's annual financial statements with both management and the independent
auditors, and the committee meets periodically with the independent auditors to
consider their evaluation of the Company's financial and internal controls.
The audit committee, in discharging its duties, has met with and held
discussions with management and the Company's independent auditors. The
committee has reviewed and discussed the audited financial statements with
management. Management has represented to the independent auditors that the
Company's financial statements were prepared in accordance with generally
accepted accounting principles.
The audit committee has also discussed with the independent auditors the
matters required to be discussed by the Statement on Auditing Standards No. 61
(Communications with Audit Committees). The independent auditors provided to the
committee the written disclosure required by Independence Standards Board
Standard No. 1 (Independence Discussions withAudit Committees), and the
committee discussed with representatives of the independent auditors their
firm's independence.
Based on the audit 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 committee recommended that the
Board include the audited financial statements in the Company's Annual Report.
The members of the Company's Audit Committee are Conrad S. Ciccotello,
Charles E. Heath and John R. Graham.
INDEPENDENT AUDITORS
On January 19, 2005, the Company's audit committee selected E&Y,
independent registered certified public accountants, to audit the books and
records of the Company for its fiscal year ending November 30, 2005. E&Y is
registered with the Public Company Accounting Oversight Board.
AUDIT AND RELATED FEES
Audit Fees. For professional services rendered with respect to the audit of
the Company's financial statements and the review of the Company's statutory and
regulatory filings for its last fiscal year, the Company paid E&Y fees in the
approximate amount of $67,500. The Company was formed on October 29, 2003, and
thus did not pay E&Y any fees prior to that date.
Audit-Related Fees. The Company did not pay E&Y any fees for assurance and
related services reasonably related to the performance of the audits of the
Company's annual financial statements for its last fiscal year.
Tax Fees. For professional services for tax compliance, tax advice and tax
planning for its last fiscal year, the Company paid to E&Y fees in the
approximate amount of $14,300.
10
All Other Fees. The Company did not pay E&Y any fees for services other
than those described above during its last fiscal year. The Advisor and its
affiliates performing services for the Company did not pay any fees to E&Y
during the Company's most recent fiscal year for services other than those
described above.
Aggregate Non-Audit Fees. The Company did not pay E&Y any amounts for any
non-audit services during the Company's last fiscal year.
In addition, neither the Advisor nor any entity controlling, controlled by,
or under common control with the Advisor that provides ongoing services to the
Company paid E&Y for any non-audit services during its last two fiscal years.
On July 15, 2004, the Audit Committee of the Company adopted pre-approval
polices and procedures. Since the adoption of such policies and procedures, the
Audit Committee has pre-approved all audit and non-audit services provided by
E&Y, and all non-audit services provided by E&Y for the Advisor, or any entity
controlling, controlled by, or under common control with the Advisor that
provides ongoing services to the Company, that are related to the operation of
the Company.
The audit committee of the Company has considered whether E&Y's provision
of services (other than audit services to the Company) to the Company, the
Advisor or any entity controlling, controlled by, or under common control with
the Advisor that provide services to the Company is compatible with maintaining
E&Y's independence in performing audit services.
OTHER MATTERS
The Board of Directors of the 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.
MORE INFORMATION ABOUT THE MEETING
Stockholders. At the record date, the Company had the following numbers of
shares issued and outstanding:
Common Shares Preferred Shares
[____] [____]
At March [___], 2005, each director beneficially owned (as determined
pursuant to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934) shares
of the Company and in all Funds overseen by each Director in the same Family of
Investment Companies having values within the indicated dollar ranges.
11
Aggregate Dollar Range of
Holdings in Funds
Overseen by Director in
Aggregate Dollar Range of Family of Investment
Director Holdings in the Company Companies¹
-------- ------------------------- -------------------------
H. Kevin Birzer² Over $100,000 Over $100,000
Terry C. Matlack² Over $100,000 Over $100,000
Conrad S. Ciccotello $50,001 - $100,000 $50,001 - $100,000
John R. Graham Over $100,000 Over $100,000
Charles E. Heath Over $100,000 Over $100,000
- ----------------------------------------
¹Includes the Company and Tortoise North American Energy Corporation.
²These persons are "interested persons" of the Company as defined by Section
2(a)(19) of the Investment Company Act of 1940.
At March [___], 2005, each director, the officers and the directors and
officers as a group, beneficially owned (as determined pursuant to Rule 13d-3
under the Securities Exchange Act of 1934) shares of the Company (or percentage
of outstanding shares) as follows:
Number of Number of
Directors and Officers Common Shares % Preferred Shares %
---------------------- ------------- ----- ---------------- -----
H. Kevin Birzer** 23,657.72 * - 0 - N/A
Terry C. Matlack** 4,435.00 * - 0 - N/A
Conrad S. Ciccotello 1,940.00 * - 0 - N/A
John R. Graham 10,060.76 1 * - 0 - N/A
Charles E. Heath 8,000.00 * - 0 - N/A
David J. Schulte** 7,022.51 * - 0 - N/A
Zachary A. Hamel** 2,959.82 * - 0 - N/A
Kenneth P. Malvey** 2,222.12 * - 0 - N/A
Directors and Officers
as a Group 60,269.47 * - 0 - N/A
*Indicates less than 1%.
**These persons are "interested persons" of the Company as defined by Section
2(a)(19) of the Investment Company Act of 1940.
1Includes 4,000 shares owned by Master Teacher Employee Benefit Trust. Mr.
Graham is the trustee of this trust and thus has sole investment and voting
power. He, however, disclaims beneficial ownership of all shares held by the
trust.
At March [___], 2005, no director or officer held preferred shares of the
Company.
At March [___], 2005, to the knowledge of the Company, no person held (sole
or shared) power to vote or dispose of more than 5% of the outstanding shares of
the Company.
Investment Advisory Agreement. Tortoise Capital Advisors, LLC (the
"Advisor") is the Company's investment advisor. The Advisor is controlled
equally by Fountain Capital
12
Management, L.L.C. and Kansas City Equity Partners LC. As of February 28, 2005,
the Advisor had approximately $750 million of client assets under management.
The Advisor may be contacted at the address listed on the first page of this
Proxy Statement.
Pursuant to the terms of an Advisory Agreement between the Company and
Tortoise Capital Advisors LLC ("TCA"), the Company pays to TCA quarterly, as
compensation for the services rendered by TCA, a fee equal on an annual basis to
0.95% of the Company's average monthly Managed Assets. Managed Assets means the
total assets of the Company (including any assets attributable to leverage that
may be outstanding) minus accrued liabilities other than (1) deferred taxes, (2)
debt entered into for the purpose of leverage, and (3) the aggregate liquidation
preference of any outstanding preferred stock. TCA has contractually agreed to
waive or reimburse the Company for fees and expenses, including the investment
advisory fee and other expenses in the amount of 0.23% of the average monthly
Managed Assets through February 28, 2006 and 0.10% of the average monthly
Managed Assets through February 28, 2009. TCA does not have the right to recoup
any fees waived or reimbursed by TCA. In its last fiscal year the Company paid
the net amount of $2,006,155 to TCA under the Advisory Agreement. TCA is owned
directly or indirectly by David J. Schulte, CEO and President of the Company;
Terry Matlack, a director and the Chief Financial Officer and Treasurer of the
Company; H. Kevin Birzer, director and Chairman of the Board of the Company,
Zachary A. Hamel, Secretary of the Company, and Kenneth P. Malvey, Vice
President of the Company, among others.
How Proxies Will Be Voted. All proxies solicited by the Board of Directors
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.
How To Vote. Complete, sign and date the enclosed proxy card and return it
in the enclosed envelope.
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 Company. The 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 at the meeting, additional solicitation may be made by mail,
telephone, telegraph, facsimile or personal interview by representatives of the
Company, the Advisor, 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. Any costs associated with such additional
solicitation are not anticipated to exceed $35,000. The Company will not pay any
representatives of the Company or the Advisor any additional compensation for
their efforts to supplement proxy solicitation.
Revoking a Proxy. At any time before it has been voted, you may revoke your
proxy by: (1) sending a letter saying that you are revoking your proxy to the
Secretary of the Company at the Company's offices located at 10801 Mastin
Boulevard, Suite 222, Overland Park, Kansas 66210; (2) properly executing and
sending a later-dated proxy; or (3) attending the meeting, requesting return of
any previously delivered proxy, and voting in person.
13
Quorum, Voting at the Meeting, and Adjournment. 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 and for determining whether
sufficient votes have been received for approval any matter to be acted upon at
the meeting, abstentions and broker non-votes will be treated as shares that are
present at the meeting but have not been voted.
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.
SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE
Section 30(h) of Investment Company Act of 1940 and Section 16(a) of the
Securities Exchange Act of 1934 require the Company's directors and officers,
investment advisor, affiliated persons of the investment advisor and persons who
own more than 10% of a registered class of the Company's equity securities to
file forms reporting their affiliation with the Company and reports of ownership
and changes in ownership of the Company's shares with the Securities and
Exchange Commission (the "SEC") and the New York Stock Exchange. Those persons
and entities are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file. Based on a review of those forms furnished
to the Company, the Company believes that its directors and officers, investment
advisor and affiliated persons of the investment advisor have complied with all
applicable Section 16(a) filing requirements during the last fiscal year. To the
knowledge of management of the Company, no person owns beneficially more than
10% of a class of the Company's equity securities.
ADMINISTRATORS
The Company has entered into an administration agreement with US Bancorp,
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.
Communications should be addressed to the Secretary of the Company at its
principal offices at 10801 Mastin Boulevard, Suite 222, Overland Park, Kansas
66210. The Secretary will forward any communications received directly to the
Board of Directors. The Company does not have a policy with regard to Board
attendance at annual meetings. This is the Company's first annual meeting.
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2006 ANNUAL MEETING
Method for Including Proposals in the Company's Proxy Statement. Under the
rules of the Securities and Exchange Commission, if you want to have a proposal
included in our proxy statement for our next annual meeting of stockholders that
proposal must be received by the Secretary of the Company at 10801 Mastin
Boulevard, Suite 222, Overland Park, Kansas 66210, not later than 5:00 p.m.,
Central Time on November 15, 2005. Such proposal must comply with all applicable
requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as
amended.
14
Other Proposals and Nominations. If you want to nominate a director or have
other business considered at our next annual meeting of stockholders but do not
want those items included in our proxy statement, you must comply with the
advance notice provision of our Bylaws. Under our Bylaws, nominations for
director or other business proposals to be addressed at our next annual meeting
may be made by a stockholder who has delivered a notice to the Secretary of the
Company at 10801 Mastin Boulevard, Suite 222, Overland Park, Kansas 66210, no
earlier than November 15, 2005 nor later than 5:00 p.m. Central Time on January
27, 2006. The stockholder must satisfy certain requirements set forth in the
Company's Bylaws and the notice must contain specific information required by
the Company's Bylaws. With respect to nominees for director, the notice must
include, among other things, the name, age, business address and residence
address of any nominee for director, certain information regarding such person's
ownership of Company shares, and all other information relating to the nominee
as is required to be disclosed in solicitations of proxies in an election
contest or as otherwise required by Regulation 14A under the Securities Exchange
Act of 1934. With respect to other business to be brought before the meeting, a
notice must include, among other things, a description of the business and any
material interest in such business by the stockholder and certain associated
persons proposing the business. Any stockholder wishing to make a proposal
should carefully read and review the Company's Bylaws. A copy of the Company's
Bylaws may be obtained by contacting the Secretary of the Company at
1-888-728-8784 or by writing the Secretary of the Company at 10801 Mastin
Boulevard, Suite 222, Overland Park, Kansas 66210. Timely submission of a
proposal does not mean the proposal will be included in the proxy material sent
to stockholders.
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 the Company's proxy statement under the rules of the Securities and Exchange
Commission.
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 Securities and Exchange
Commission.
By Order of the Board of Directors
/s/ Zachary A. Hamel
Zachary A. Hamel
Secretary
March [___], 2005
15
APPENDIX A
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
(the "Company")
AUDIT COMMITTEE CHARTER
I. PURPOSE
The Audit Committee is a committee of the Board of the Company. Its
primary function is to assist the Board in fulfilling certain of its
responsibilities. This Charter sets forth the duties and responsibilities of the
Audit Committee.
The Audit Committee serves as an independent and objective party to
oversee the Company's accounting policies, financial reporting and internal
control system, as well as the work of the independent auditors. The Audit
Committee assists Board oversight of (1) the integrity of the Company's
financial statements; (2) the Company's compliance with legal and regulatory
requirements; (3) the independent auditors' qualifications and independence; and
(4) the performance of the Company's independent auditors. The Audit Committee
also serves to provide an open avenue of communication among the independent
auditors, Company management and the Board.1
o Company management has the primary responsibility to establish
and maintain systems for accounting, reporting and internal
controls, which functions may be delegated to an accounting
service agent or custodian, provided Company management
provides adequate oversight.
o The independent auditors have the primary responsibility to
plan and implement a proper audit of the Company's financial
statements, including consideration of the Company's
accounting, reporting and internal control practices.
The Audit Committee may have additional functions and responsibilities
as deemed appropriate by the Board and the Audit Committee.2
Although the Audit Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Audit Committee to plan or
conduct audits or to determine that the Company's financial statements are
complete and accurate and have been prepared in accordance with generally
accepted accounting principles.
- --------------------------------------------------------------------------------
1 The New York Stock Exchange Corporate Governance Standards require the Audit
Committee's charter to address, as one of the Committee's purposes, that it
assist Board oversight of "the performance of the company's internal audit
function." Since the Company has no internal audit function, this has not been
included as one of the purposes of the Committee.
2 The Audit Committee also has as a purpose the preparation of an audit
committee report to be included in the annual proxy statement. This report is
described in footnote 8.
II. COMPOSITION
The Audit Committee shall be comprised of all independent board members
who, in the opinion of the Board, are free from any relationship that would
interfere with the exercise of his or her independent judgment as a member of
the Audit Committee. For these purposes, a board member is considered an
independent board member if:
o he or she is not an "interested person" of the Company as that
term is defined in the Investment Company Act of 1940;
o he or she does not accept, directly or indirectly, any
consulting, advisory, or other compensatory fee from the Company
(except in the capacity as a Board or committee member); and
o he or she meets the independence requirements set forth in the
New York Stock Exchange Listed Company Manual, Section 303A.07.
Each member of the Audit Committee shall be financially literate, as
such qualification is interpreted by the Board in its business judgment. The
Audit Committee will review the qualifications of its members and determine
whether any of its members qualify as an "audit committee financial expert"3 as
defined in Form N-CSR. The Audit Committee will submit such determination to the
Board for its final determination. At least one member of the Audit Committee
must have accounting or related financial management expertise, as the Board
interprets such qualification in its business judgment.
Audit Committee members may enhance their familiarity with finance and
accounting by participating in educational programs from time to time, at the
expense of the Company.
The members of the Audit Committee shall be elected by the Board
annually and serve until their successors shall be duly elected and qualified.
Unless a Chairman is elected by the Board, the Chairman shall be elected
annually be a majority vote of the members of the Audit Committee.
The Audit Committee shall have unrestricted access to the independent
auditors and the executive and financial management of the Company. The Audit
Committee shall have the resources and authority appropriate to discharge its
responsibilities, including the authority in its
- --------------------------------------------------------------------------------
3 An "audit committee financial expert" of a company is defined as a person who
has all of the following attributes: (1) an understanding of generally accepted
accounting principles ("GAAP") and financial statements; (2) the ability to
assess the general application of GAAP in connection with the accounting for
estimates, accruals and reserves; (3) experience preparing, auditing, analyzing
or evaluating financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to be raised by the
company's financial statements, or experience actively supervising one or more
persons engaged in such activities; (4) an understanding of internal controls
and procedures for financial reporting; and (5) an understanding of audit
committee functions. An audit committee financial expert must have acquired such
attributes through any one or more of the following: (1) education and
experience as a principal financial officer, principal accounting officer,
controller, public accountant or auditor or experience in one or more positions
that involve the performance of similar functions (or active supervision of such
persons); or (2) experience overseeing or assessing the performance of companies
or public accountants with respect to the preparation, auditing or evaluation of
financial statements; or (3) other relevant experience.
discretion to retain special legal, accounting or other experts or consultants
to advise the Audit Committee at the expense of the Company if, in the Audit
Committee's judgment, that is appropriate.
III. MEETINGS
The Audit Committee shall meet two times annually, or more frequently
as circumstances dictate. Special meetings (including telephone meetings) may be
called by the Chair or a majority of the members of the Audit Committee upon
reasonable notice to the other members of the Audit Committee. With a view to
fostering open communication, the Audit Committee shall meet at least annually
with senior Company management responsible for accounting and financial
reporting and the independent auditors in separate executive sessions to discuss
any matters that the Audit Committee, or any of such other persons, believes
should be discussed privately.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
A. Charter. Review this Charter annually and recommend changes, if
any, to the Board.
B. Internal Controls.
1. Review annually with Company management and the independent
auditors:
a. the organizational structure, reporting relationship,
adequacy of resources and qualifications of the senior
Company management personnel responsible for accounting
and financial reporting;
b. their separate evaluations of the adequacy and
effectiveness of the Company's system of internal
controls, including those of the Company's service
providers; and
c. any significant findings related to the Company's
systems for accounting, reporting and internal
controls, in the form of written observations and
recommendations (including any management letter), and
Company management's written response.
2. Establish procedures for the receipt, retention and
treatment of complaints received by the Company and/or the
Audit Committee regarding accounting, internal accounting
controls or auditing matters and the confidential, anonymous
submission by officers of the Company or employees of the
Adviser or any other service provider to the Company of
concerns regarding questionable accounting or auditing
matters.
3. Review annually with Company management and the independent
auditors, policies for valuation of Company portfolio
securities, and the frequency and magnitude of pricing
errors.
C. Independent Auditors.
1. Approve and recommend to the Board, the selection, retention
or termination of the independent auditors, and approve the
fees and other compensation to be paid to the independent
auditors. Such selection shall be pursuant to a written
engagement letter approved by the Audit Committee, which
shall provide that:
o The Audit Committee shall be directly responsible for
the appointment, compensation, retention and oversight
(such oversight shall include resolving any
disagreements between Company management and the
independent auditors regarding financial reporting) of
the independent auditors; and
o The independent auditors shall report directly to the
Audit Committee.
2. Pre-approve any engagement of the independent auditors to
provide any non-prohibited services to the Company,
including the fees and other compensation to be paid to the
independent auditors.4
o The Chairman of the Audit Committee may grant the
pre-approval referenced above for non-prohibited
services for engagements of less than $5,000.
o All such delegated pre-approvals shall be presented to
the Audit Committee no later than the next Audit
Committee meeting.
3. Pre-approve any engagement of the independent auditors,
including the fees and other compensation to be paid to the
independent auditors, to provide any non-audit services to
the Adviser (or any "control affiliate"5 of the Adviser
providing ongoing services to the Company), if the
engagement relates directly to the operations and financial
reporting of the Company.
- --------------------------------------------------------------------------------
4 Pre-approval of non-audit services for the Company pursuant to Section IV.C. 2
above is not required if:(a) the aggregate amount of all non-audit services
provided to the Company is no more than 5% of the total fees paid by the Company
to the independent auditors during the fiscal year in which the non-audit
services are provided; (b) the services were not recognized by Company
management at the time of the engagement as non-audit services; and (c) such
services are promptly brought to the attention of the Audit Committee by Company
management and the Audit Committee approves them (which may be by delegation)
prior to the completion of the audit.
5 "Control affiliate" means any entity controlling, controlled by, or under
common control with the Adviser.
o The Chairman of the Audit Committee may grant the
pre-approval referenced above for non-prohibited
services for engagements of less than $5,000.
o All such delegated pre-approvals shall be presented to
the Audit Committee no later than the next Audit
Committee meeting.
4. On an annual basis, request, receive in writing and review a
report by the independent auditors describing:
o the independent auditors' internal quality-control
procedures;
o any material issues raised by the most recent internal
quality-control review, or peer review, of the
independent auditors, or by any inquiry or
investigations by governmental or professional
authorities, within the preceding five years,
respecting one or more independent audits carried out
by the independent auditors, and any steps taken to
deal with any such issues; and
o all relationships between the independent auditors and
the Company, so as to assess the auditors'
independence, including identification of all
relationships the independent auditors have with the
Company and all significant relationships the
independent auditors have with the Adviser (and any
"control affiliate" of the Adviser) and any material
service provider to the Company (including, but not
limited to, disclosures regarding the independent
auditors' independence required by Independence
Standards Board Standard No. 1 and compliance with the
applicable independence provisions of Rule 2-01 of
Regulation S-X).
In assessing the auditors' independence, the Audit Committee
shall take into account the opinions of Company management.
The Committee will present its conclusions with respect to
the independent auditors to the Board, and recommend that
the Board take appropriate action, if any, in response to
the independent auditors' report to satisfy itself of the
independent auditors' independence.
5. On an annual basis, meet with the independent auditors and
Company management to review the arrangements for and scope
of the annual audit for the current year and the audit
procedures to be utilized.
6. Review the management letter, if any, prepared by the
independent auditors and Company management's response.
7. Review and evaluate the lead audit partner (such review to
include consideration of whether, in addition to the regular
rotation of the lead audit partner as required by law, in
order to assure continuing auditor
independence, there should be regular consideration of
rotation of the firm serving as independent auditors).
D. Financial Reporting Processes.
1. Review with Company management and the independent auditors,
the Company's audited financial statements, including
management's discussion of Company performance, and
recommend to the Board, if appropriate, that the audited
financial statements be included in the Company's annual
report to shareholders required by Section 30(e) of the
Investment Company Act of 1940 and Rule 30d-1 thereunder;
2. Review the Company's policy and procedures with respect to
declaring dividends and issuing dividend announcements and
related press releases, as well as financial information and
dividend guidance provided to analysts and rating agencies;
and
3. Review with Company management and the independent auditors
the matters that auditing professional standards require to
be communicated to the Audit Committee, including, but not
limited to, the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communications with
Audit Committees) and 90 (Audit Committee Communications),
including:
o the independent auditors' judgments about the quality,
and not just the acceptability, of the Company's
accounting principles as applied in its financial
reporting;
o the process used by Company management in formulating
estimates and the independent auditors' conclusions
regarding the reasonableness of those estimates;
o all significant adjustments arising from the audit,
whether or not recorded by the Company;
o when the independent auditors are aware that Company
management has consulted with other accountants about
significant accounting and auditing matters, the
independent auditors' views about the subject of the
consultation;
o any disagreements with Company management regarding
accounting or reporting matters;
o any difficulties encountered in the course of the
audit, including any restrictions on the scope of the
independent auditors' activities or on access to
requested information; and
o significant deficiencies in the design or operation of
internal controls.
4. Receive annually a report from the independent auditors to the
Audit Committee of any changes to the previously reported
information regarding:
a. all critical accounting policies and practices to be used;
b. all alternative treatments of financial information within
GAAP for policies and practices related to material items
that have been discussed with Company management, the
ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent
auditors;
c. other material written communications between the
independent auditors and Company management including, but
not limited to, any management letter or schedule of
unadjusted differences; and
d. all non-audit services provided to an entity in the
"investment company complex"6 as defined in paragraph
(f)(14) of Rule 2-01 of Regulation S-X that were not
pre-approved by the Audit Committee.
If the communication is not within 90 days prior to the filing of
the Company's annual financial statements with the SEC, the
independent auditors shall provide an update in the 90 day period
prior to the filing.
5. Review, initially, with Company management and the independent
auditors, the process for developing the Company's "disclosure
controls and procedures"7 as defined in Rule 30a-3(c) under the
Investment Company Act of 1940 and thereafter any significant
changes thereto.
- --------------------------------------------------------------------------------
6 "Investment company complex" includes: (1) an investment company and its
investment adviser or sponsor; (2) any entity controlled by or controlling an
investment adviser or sponsor in (1) above, or any entity under common control
with any investment adviser or sponsor in (1) above if the entity: (A) is an
investment adviser or sponsor or (B) is engaged in the business of providing
administrative, custodian, underwriter, or transfer agent services to any
investment company, investment adviser, or sponsor; and (3) an investment
company or entity that would be an investment company but for the exclusions
provided by Section 3(c) of the 1940 Act that has an investment adviser or
sponsor included in (1) and (2) above. Investment adviser does not include a
subadviser whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser. Sponsor is an entity that
establishes a unit investment trust.
7 "Disclosure controls and procedures" means controls and other procedures of a
registered management investment company that are designed to ensure that
information required to be disclosed by the investment company on Form N-CSR is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by an investment company in the reports that it files
or submits on Form N-CSR is accumulated and communicated to the investment
company's management, including its principal executive
6. Receive a report, semi-annually, from Company management that all
necessary certifications have been made under Sarbanes-Oxley Act
of 2002.
7. Review with Company management and the independent auditors a
report by Company management covering any Form N-CSR filed, and
any required certification of such filing, along with the results
of Company management's most recent evaluation of the Company's
"disclosure controls and procedures."
8. Ask Company management, the Company's accounting services agent
and the independent auditors to review significant changes to
elected tax accounting policies and their effect on amounts
distributed and reported to shareholders for Federal tax purposes
and review any material accounting, tax, valuation or
recordkeeping issues that may affect the Company, its financial
statements or the amount of its dividends or distributions.
E. Process Improvements
To the extent appropriate, review with the independent auditors and
Company management significant changes or improvements in accounting
and auditing processes that have been implemented.
F. Legal and Compliance
1. Review any legal or regulatory matters that arise that could have
a material impact on the Company's financial statements.
2. Review policies and procedures with respect to financial
statement risk assessment and risk management, including the
steps Company management has taken to monitor and control such
risk exposures.
3. Establish clear hiring policies for the Company with respect to
employees or former employees of the independent auditors.
G. Other Responsibilities
1. Review, annually, the performance of the Audit Committee.
2. Prepare a report of the Audit Committee as required to be
included in the annual proxy statement.8
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officer or officers and principal financial officer or officers, or person
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
8 Item 306 of Regulation S-K requires each proxy statement relating to a
shareholder meeting at which directors are to be elected to include a report,
followed by the name of each Audit Committee member, stating whether: (1) the
Committee has reviewed and discussed the audited financial statements with
management, (2) the Committee has discussed with the independent auditors the
matters required to be discussed by SAS 61, (3) the Committee has
3. Investigate any other matter brought to its attention within the
scope of its duties, and have the authority in its discretion to
retain legal, accounting or other experts or consultants to
advise the Audit Committee, at the expense of the Company, if, in
the Committee's judgment, that is appropriate.
4. Perform any other activities consistent with this Charter, the
Company's Articles of Incorporation, Bylaws and governing law, as
the Audit Committee or the Board deems necessary or appropriate.
5. Maintain minutes of committee meetings, report its significant
activities to the Board, and make such recommendations to the
Board as the Audit Committee may deem necessary or appropriate.
V. FUNDING
The Audit Committee shall receive appropriate funding, as determined by
the Audit Committee, for payment of (i) compensation to the independent auditors
for approved audit or non-audit services for the Company; (ii) compensation to
any legal, accounting or other experts or consultants retained by the Audit
Committee pursuant to Section IV.G.3 above and (iii) ordinary administrative
expenses of the Audit Committee that are necessary or appropriate in carrying
out its duties.
* * * * *
Adopted December 12, 2003
Amended July 15, 2004
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received the written disclosures and the letter from the independent auditors
required by Independence Standards Board Standard No. 1, and has discussed with
the independent auditors their independence, and (4) based on the review and
discussions referred to in paragraphs (1) through (3), the Audit Committee
recommended to the Board that the audited financial statements be included in
the Company's annual report to shareholders required by Section 30(e) of the
Investment Company Act of 1940 and Rule 30d-1 thereunder.
PROXY VOTE TODAY
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 15, 2005
The undersigned holder of common shares and/or preferred shares appoints David
J. Schulte and Terry C. Matlack, or either of them, each with power of
substitution, to vote all shares that the undersigned is entitled to vote at the
annual meeting of stockholders of Tortoise Energy Infrastructure Corporation to
be held on April 15, 2005 and at any adjournments thereof, as set forth on the
reverse side of this card, and in their discretion upon any other business that
may properly come before the meeting.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
(Continued and to be signed on the reverse side)
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[ ] Mark this box with an X if you have made
changes to your name or address details above.
ANNUAL MEETING PROXY CARD
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
AND, ABSENT DIRECTION, WILL BE VOTED "FOR" THE PROPOSALS.
A. ELECTION OF DIRECTORS
1. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEE BELOW.
FOR WITHHOLD
Conrad S. Ciccotello [ ] [ ]
B . ISSUES
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL AND
RATIFICATION BELOW.
2. Approval of the Company's Sale of Common Shares below Net Asset Value
("NAV") subject to the following conditions: (i) the aggregate number of
common shares issued below NAV will not exceed more than 20% of the
Company's outstanding common shares as of any offering date; (2) the
Company will not sell its common shares at a net sale price to the Company,
after deduction of all offering expenses and underwriting fees and
commissions, that represents a discount of more than 5% of the NAV, as
determined at any time within 48 hours of pricing of the common shares to
be sold below NAV; and (3) the Company will only issue common shares below
NAV if a majority of the independent directors makes a determination that
they reasonably expect that the investment(s) to be made with the net
proceeds of such issuance will increase stockholder distributions.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
ONLY COMMON SHAREHOLDERS ARE ENTITLED TO VOTE ON THE MATTER ABOVE. IF A HOLDER
OF PREFERRED SHARES VOTES ON THIS MATTER, ITS VOTE WILL BE DISREGARDED.
3. Ratification of Ernst & Young LLP as the Company's independent, registered,
certified public accountants, to audit the accounts of the Company for the
fiscal year ending November 30, 2005:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
C. NON-VOTING ISSUE
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
D. AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED
Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate title.
Signature 1 - Signature 2 - Date
Please keep signature within the box Please keep signature within the box (mm/dd/yyyy)
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