[TORTOISE
LOGO]
TORTOISE
ENERGY INFRASTRUCTURE CORPORATION
TORTOISE
ENERGY CAPITAL CORPORATION
TORTOISE
NORTH AMERICAN ENERGY CORPORATION
11550
Ash Street, Suite 300
Leawood,
Kansas 66211
April
___, 2009
Dear
Fellow Stockholder:
You are
cordially invited to attend the combined annual meeting of stockholders of each
of
Tortoise Energy
Infrastructure Corporation, Tortoise Energy Capital Corporation
and
Tortoise North American Energy
Corporation
(each a “Company” and collectively, the “Companies”) on
Friday, May 22, 2009 at 9:00 a.m., Central Time at 11550 Ash Street,
Suite 300, Leawood, Kansas 66211.
At the
meeting, you will be asked to elect two directors of the Company, to approve a
proposal to authorize flexibility to the Company to sell its common shares for
less than net asset value, subject to certain conditions, and to ratify the
selection of Ernst & Young LLP as the independent registered public
accounting firm of each Company for its fiscal year ending November 30, 2009, 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 Companies’ combined proxy statement, which
gives detailed information about the proposals and why each Company’s Board of
Directors recommends that you vote to approve each of the Company’s proposals
and the actual proxy for you to sign and return. If you have any
questions about the enclosed proxy or need any assistance in voting your shares,
please call 1-866-362-9331.
Your vote
is important. Please 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,
David J.
Schulte
Chief
Executive Officer
TORTOISE
ENERGY INFRASTRUCTURE CORPORATION
TORTOISE
ENERGY CAPITAL CORPORATION
TORTOISE
NORTH AMERICAN ENERGY CORPORATION
ANSWERS
TO SOME IMPORTANT QUESTIONS
Q. WHAT
AM I BEING ASKED TO VOTE “FOR” ON THIS PROXY?
A. This
proxy contains four proposals for each Company: (i) to elect two directors to
serve until the 2012 Annual Stockholder Meeting; (ii) to consider and approve a
proposal authorizing flexibility to the Company to sell its common shares for
less than net asset value, subject to certain conditions; (iii) to ratify
Ernst & Young LLP as each Company’s independent registered public accounting
firm; and (iv) to consider and take action upon such other business as may
properly come before the meeting including the adjournment or postponement
thereof.
Q. AM
I ENTITLED TO VOTE ON THE ELECTION OF BOTH DIRECTORS?
A. With
respect to Tortoise Energy Infrastructure Corporation and Tortoise Energy
Capital Corporation, holders of preferred shares and holders of common shares
are entitled to vote as a single class on the election of Charles E.
Heath. Only holders of preferred shares voting as a class are
entitled to vote on the election of Terry C. Matlack. With respect to
Tortoise North American Energy Corporation, which no longer has any preferred
shares outstanding, holders of common shares are entitled to vote on the
election of both Charles E. Heath and Terry C. Matlack.
Q. HOW
DOES THE BOARD OF DIRECTORS SUGGEST THAT I VOTE?
A. The
Board of Directors of each Company unanimously recommends that you vote “FOR”
all proposals on the enclosed proxy card.
Q. HOW
CAN I VOTE?
A. You
can vote by completing, signing and dating your proxy, 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 entire Proxy Statement carefully.
If
you have questions, call 1-866-362-9331.
TORTOISE
ENERGY INFRASTRUCTURE CORPORATION
TORTOISE
ENERGY CAPITAL CORPORATION
TORTOISE
NORTH AMERICAN ENERGY CORPORATION
11550
Ash Street, Suite 300
Leawood,
Kansas 66211
1-866-362-9331
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To the
Stockholders
of: Tortoise
Energy Infrastructure Corporation
Tortoise
Energy Capital Corporation
Tortoise
North American Energy Corporation:
NOTICE IS
HEREBY GIVEN that the combined Annual Meeting of Stockholders of Tortoise Energy
Infrastructure Corporation, Tortoise Energy Capital Corporation and Tortoise
North American Energy Corporation, each a Maryland corporation (each a “Company”
and, collectively, the “Companies”), will be held on Friday, May 22, 2009 at
9:00 a.m. Central Time at 11550 Ash Street, Suite 300, Leawood, Kansas 66211 for
the following purposes:
|
1.
|
For all
Companies:
To elect two directors of the Company, to
hold office for a term of three years and until their successors are duly
elected and qualified;
|
|
2.
|
For all
Companies:
To consider and vote upon a proposal to
authorize flexibility to the Company to sell its common shares for less
than net asset value, subject to certain
conditions;
|
|
3.
|
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, 2009;
and
|
|
4.
|
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 April 7, 2009 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,
Connie J.
Savage
Secretary
April __,
2009
Leawood,
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
TORTOISE
ENERGY CAPITAL CORPORATION
TORTOISE
NORTH AMERICAN ENERGY CORPORATION
11550
Ash Street, Suite 300
Leawood,
Kansas 66211
1-866-362-9331
COMBINED
PROXY STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
MAY
22, 2009
This
combined proxy statement is being sent to you by the Boards of Directors of each
of
Tortoise Energy
Infrastructure Corporation (“TYG”), Tortoise Energy Capital Corporation (“TYY”)
and
Tortoise North
American Energy Corporation (“TYN”)
(each a “Company” and collectively,
the “Companies”). The Board of Directors of each Company is asking
you to complete and return the enclosed proxy, permitting your shares of the
Company to be voted at the annual meeting of stockholders called to be held on
May 22, 2009. The Board of Directors of each Company has fixed
the close of business on April 7, 2009 as the record date (the “record date”)
for the determination of stockholders entitled to notice of and to vote at the
meeting and at any adjournment thereof as set forth in this combined proxy
statement. This combined proxy statement and the enclosed proxy are
first being mailed to stockholders on or about April ___, 2009.
Each
Company’s reports can be accessed through its link on its investment advisor’s
website (www.tortoiseadvisors.com) or on the Securities and Exchange
Commission’s (“SEC”) website (
www.sec.gov)
.
Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting of Stockholders to be
Held on May 22, 2009:
This combined proxy statement is
available on the internet at ___________________. 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.
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 (For Each
Company)
|
Class of Stockholders of Each Company Entitled to
Vote
|
1.
To elect the following individuals as directors for a term of three
years:
|
|
Terry
C. Matlack
Charles
E. Heath
|
For
each of TYG and TYY - Preferred Stockholders voting as a
class
For
TYN – Common Stockholders voting as a class
For
each of TYG and TYY – Common Stockholders and Preferred Stockholders,
voting as a single class
For
TYN – Common Stockholders voting as a class
|
2.
To approve a proposal to authorize flexibility to the Company to sell its
common shares for less than net asset value, subject to certain
conditions
|
For
each of TYG and TYY - Common Stockholders and Preferred Stockholders,
voting as a single class
For
TYN – Common Stockholders voting as a class
|
3.
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, 2009
|
For
each of TYG and TYY - Common Stockholders and Preferred Stockholders,
voting as a single class
For
TYN – Common Stockholders voting as a class
|
4.
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 and TYY - Common Stockholders and Preferred Stockholders,
voting as a single class
For
TYN – Common Stockholders voting as a
class
|
PROPOSAL
ONE
ELECTION
OF TWO DIRECTORS
The Board
of Directors of each Company unanimously nominated Terry C. Matlack and Charles
E. Heath, following a recommendation by the Nominating and Governance Committee
of each Company, for election as directors at the combined annual meeting of
stockholders of the Companies. Mr. Matlack and Mr. Heath are
currently directors of each Company, have consented to be named in this proxy
statement and have agreed to serve if elected. The Companies have no
reason to believe that either Mr. Matlack or Mr. Heath 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. Matlack and Mr. Heath as
directors of each Company. Currently, each Company has five
directors. In accordance with each Company’s Articles of
Incorporation, 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 H. Kevin Birzer and John R.
Graham expire on the date of the 2010 annual meeting of stockholders and the
term of Mr. Ciccotello expires on the date of the 2011 annual meeting of
stockholders of that Company. Pursuant to the terms of each of TYG’s
and TYY’s preferred shares, the preferred stockholders of that Company have the
exclusive right to elect two directors to the Company’s Board. The
Board of each of TYG and TYY has designated Mr. Matlack and Mr. Graham as the
directors the preferred stockholders of that Company shall have the right to
elect.
On this
proposal, for each of TYG and TYY, holders of preferred shares will have the
exclusive right, voting as a class, to vote on the election of Mr. Matlack as
director of that Company, and holders of preferred shares and common shares will
vote together as a single class on the election of Mr. Heath as director of that
Company. For TYN, holders of common shares will vote as a class on
the election of Mr. Matlack and Mr. Heath as directors of that
Company. Stockholders do not have cumulative voting
rights.
With
respect to each Company, if elected, Mr. Matlack and Mr. Heath will hold office
until the 2012 annual meeting of stockholders of that Company and until their
successors are duly elected and qualified. If either Mr. Matlack or
Mr. Heath 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 and age; position(s) with
the Companies 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. Unless otherwise indicated, the address of each Director is
11550 Ash Street, Suite 300, Leawood, Kansas 66211. The Investment
Company Act of 1940, as amended (the “1940 Act”), requires the term “Fund
Complex” to be defined to include registered investment companies advised by the
Company’s investment advisor, Tortoise Capital Advisors, L.L.C. (the “Adviser”),
and, as a result, as of March 31, 2009, the Fund Complex included TYG, TYY, TYN,
Tortoise Capital Resources Corporation (“TTO”), Tortoise Total Return Fund, LLC
(“TTRF”), and Tortoise Gas and Oil Corporation (“TGOC”).
Nominee
For Director Who Is Independent:
Name and Age
|
Positions(s)
Held
With
Each
Company,
Term
of
Office and
Length
of
Time Served
|
Principal
Occupation
During Past Five Years
|
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Director
|
Other
Public
Company
Directorships
Held
by
Director
|
Charles
E. Heath*
(Born
1942)
|
Director
of each Company since its inception (TYG inception in 2003; TYY and TYN
inception in 2005).
|
Retired
in 1999. Formerly, Chief Investment Officer, GE Capital’s
Employers Reinsurance Corporation (1989-1999); Chartered Financial Analyst
(“CFA”) designation since 1974
|
Six
|
None
|
*Mr.
Heath has also served as a Director of each of TTO, TTRF and TGOC since
its inception (TTO inception in 2005; TGOC and TTRF inception in
2007).
Nominee
For Director Who Is An Interested Person
|
Terry
C. Matlack**
(Born
1956)
|
Director
and Chief Financial Officer of each Company since its inception; Assistant
Treasurer of each Company from November 2005 to April 2008; Treasurer of
each Company from its inception to November 2005; Chief Compliance Officer
of TYG from 2004 to May 2006 and of each of TYY and TYN from its inception
through May 2006.
|
Managing
Director of the Adviser since 2002; Full-time Managing Director, Kansas
City Equity Partners L.C. (“KCEP”), a private equity firm (2001- 2002);
formerly, President, GreenStreet Capital, a private investment firm (1998
- 2001); Director and Chief Financial Officer of each of TTO, TGOC and
TTRF since its inception; Assistant Treasurer of each of TTO and TGOC from
its inception to April 2008 and of TTRF since its inception; CFA
designation since 1985
|
Six
|
None
|
**Mr.
Matlack, as a principal of the Adviser, is an "interested person" of each
Company, as that term is defined in Section 2(a)(19) of the 1940
Act.
|
Remaining
Directors Who Are Independent:
Name and Age
|
Positions(s)
Held
With
Each
Company,
Term
of
Office and
Length
of
Time Served
|
Principal
Occupation
During Past Five Years
|
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Director
|
Other
Public
Company
Directorships
Held
by
Director
|
Conrad
S. Ciccotello*
(Born
1960)
|
Director
of each Company since its inception.
|
Tenured
Associate Professor of Risk Management and Insurance, Robinson College of
Business, Georgia State University (faculty member since 1999); Director
of Graduate Personal Financial Planning Programs;
formerly Editor,
Financial Services
Review
(an academic journal dedicated to the study of individual
financial management) (2001-2007); formerly faculty member, Pennsylvania
State University (1997-1999). Published several academic and professional
journal articles about energy infrastructure and oil and gas
MLPs.
|
Six
|
None
|
John
R. Graham*
(Born
1945)
|
Director
of each Company since its inception.
|
Executive-in-Residence
and Professor of Finance (Part-time), College of Business Administration,
Kansas State University (has served as a professor or adjunct professor
since 1970); Chairman of the Board, President and CEO, Graham Capital
Management, Inc. (primarily a real estate development, investment and
venture capital company) and Owner of Graham Ventures (a business services
and venture capital firm); Part-time Vice President Investments, FB
Capital Management, Inc. (a registered investment adviser), since
2007. Formerly, CEO, Kansas Farm Bureau Financial Services,
including seven affiliated insurance or financial service companies
(1979-2000).
|
Six
|
Kansas
State Bank
|
*Messrs.
Ciccotello and Graham have also served as Directors of each of TTO, TGOC and
TTRF since its inception.
Remaining Director Who Is An Interested
Person:
Name and Age
|
Positions(s)
Held
With
Each
Company,
Term
of
Office and
Length
of
Time
Served
|
Principal
Occupation
During Past Five Years
|
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Director
|
Other
Public
Company
Directorships
Held
by
Director
|
H.
Kevin Birzer*
(Born
1959)
|
Director
and Chairman of the Board of each Company since its
inception.
|
Managing
Director of the Adviser since 2002; Member, Fountain Capital Management,
L.L.C. (“Fountain Capital”), a registered investment advisor (1990 –
present); formerly, Vice President, Corporate Finance Department, Drexel
Burnham Lambert (1986-1989);
formerly Vice
President, F. Martin Koenig & Co., an investment management firm
(1983- 1986); Director and Chairman of the Board of each of TTO, TTRF and
TGOC since its inception; CFA designation since 1988.
|
Six
|
None
|
*Mr.
Birzer, as a principal of the Adviser, is an “interested person” of each
Company, as that term is defined in Section 2(a)(19) of the 1940
Act.
Officers
. Mr.
Birzer is the Chairman of the Board of each Company, and Mr. Matlack is the
Chief Financial Officer of each Company. The preceding tables give
more information about Mr. Birzer and Mr. Matlack. The following
table sets forth each other officer’s name and age; position(s) held with each
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. Unless otherwise
indicated, the address of each officer is 11550 Ash Street, Suite 300, Leawood,
Kansas 66211. Each officer serves until his successor is chosen and
qualified or until his resignation or removal. As principals of the
Adviser, each of the following officers are “interested persons” of each
Company, as that term is defined in Section 2(a)(19) of the 1940
Act. Additionally, other than Mr. Thummel, each of the following
officers serves as an officer of TTO, TTRF and TGO.
Name
and Age
|
Position(s)
Held
With
Each
Company,
Term
of
Office and
Length
of
Time
Served
|
Principal
Occupation
During Past Five Years
|
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Officer
|
Other
Public
Company
Directorships
Held
by
Officer
|
David
J. Schulte
(Born
1961)
|
President
and Chief Executive Officer of each of TYG and TYY, since its inception;
Chief Executive Officer of TYN since its inception; President of TYN from
its inception to September 2008.
|
Managing
Director of the Adviser since 2002; Full-time Managing Director, KCEP
(1993-2002); Chief Executive Officer of TTO since 2005 and President of
TTO from 2005 to April 2007; Chief Executive Officer of TGOC since 2007
and President of TGOC from 2007 to June 2008; President of TTRF
since 2007 and Chief Executive Officer of TTRF from 2007 to December 2008;
CFA designation since 1992.
|
Six
|
None
|
Name
and Age
|
Position(s)
Held
With
Each
Company,
Term
of
Office and
Length
of
Time
Served
|
Principal
Occupation
During Past Five Years
|
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Officer
|
Other
Public
Company
Directorships
Held
by
Officer
|
Rob
Thummel
(Born
1972)
|
President
of TYN since September 2008.
|
Investment
Analyst of the Adviser since 2004; formerly, Director of Finance at KLT
Inc., a subsidiary of Great Plains Energy, from 1998 to 2004, and a Senior
Auditor at Ernst & Young from 1995 to 1998.
|
One
|
None
|
Zachary
A. Hamel
(Born
1965)
|
Senior
Vice President of each of TYY since its inception and of each of TYG and
TYN since April 2007; Secretary of each Company from its inception to
April 2007; Vice President of each of TYG and TYN from its inception to
April 2007.
|
Managing
Director of the Adviser since 2002; Partner, Fountain Capital
(1997-present); Senior Vice President of each of TTO, TGOC and TTRF since
its inception; Secretary of TTO from its inception to April 2007; CFA
designation since 1998.
|
Six
|
None
|
Name
and Age
|
Position(s)
Held
With
Each
Company,
Term
of
Office and
Length
of
Time
Served
|
Principal
Occupation
During Past Five Years
|
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Officer
|
Other
Public
Company
Directorships
Held
by
Officer
|
Kenneth
P. Malvey
(Born
1965)
|
Treasurer
of each Company since November 2005; Senior Vice President of TYY since
its inception and of each of TYG and TYN since April 2007; Vice
President of each of TYG and TYN from its inception to April
2007; Assistant Treasurer of each Company from its inception to
November 2005.
|
Managing
Director of the Adviser since 2002; Partner, Fountain Capital
(2002-present); formerly, Investment Risk Manager and member of
the Global Office of Investments, GE Capital’s Employers Reinsurance
Corporation (1996 - 2002); Senior Vice President and Treasurer of each of
TTO, TGOC and TTRF since its inception; Chief Executive Officer of TTRF
since December 2008; CFA designation since 1996.
|
Six
|
None
|
Committees of the Board of
Directors
. Each Company’s Board of Directors currently has
four standing committees: the Executive Committee, the Audit
Committee, the Nominating and Governance Committee and the Compliance
Committee. Currently, all of the non-interested directors, Messrs.
Ciccotello, Graham and Heath, are the only members of each Company’s Audit
Committee, Nominating and Governance Committee and Compliance
Committee. Each Company’s Executive Committee currently consists of
Mr. Birzer and Mr. Matlack.
|
·
|
Executive
Committee
. Each Company’s 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
each Company as defined by Section 2(a)(19) of the 1940
Act.
|
|
·
|
Audit
Committee
. Each Company’s Audit Committee was
established in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and operates under
a written charter adopted and approved by the Board, a current copy of
which is available at the Company’s link on the Adviser’s website
(www.tortoiseadvisors.com). The Audit Committee approves and
recommends to the Board the selection, retention or termination of the
independent registered public accounting firm (“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 under the applicable
New York Stock Exchange listing standards, and none are “interested
persons” of the Company as defined in the 1940
Act.
|
|
·
|
Nominating and Governance
Committee
. Each Nominating and Governance Committee
member is “independent” as defined under the New York Stock Exchange
listing standards, and none are “interested persons” of the Company as
defined in the 1940 Act.
|
|
Each
Company’s Nominating and Governance Committee operates under a written
charter adopted and approved by the Board, a current copy of which is
available at the Company’s link on the Adviser’s website
(www.tortoiseadvisors.com). The Nominating and Governance
Committee: (i) identifies individuals qualified to become Board members
and recommends to the Board the director nominees for the next annual
meeting of stockholders and to fill any vacancies; (ii) monitors the
structure and membership of Board committees and recommends to the Board
director nominees for each committee; (iii) reviews issues and
developments 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 Nominating and Governance Committee.
Stockholders should see “Stockholder Proposals and Nominations for the
2010 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. Each Company’s Bylaws require all
directors and nominees for directors (1) to be at least 21
years of age and have substantial expertise, experience or 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, or to have a
certification as a public accountant in the United States, or 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 Nominating and Governance Committee
has the sole discretion to determine if an individual satisfies the
foregoing qualifications.
|
|
·
|
Compliance
Committee.
Each Company formed this committee in
December 2005. Each committee member is “independent” as
defined under the New York Stock Exchange listing standards, and none are
“interested persons” of the Company as defined in the 1940
Act. Each Company’s Compliance Committee operates under a
written charter adopted and approved by the Board. The
committee reviews and assesses management’s compliance with applicable
securities laws, rules and regulations; monitors compliance with the
Company’s Code of Ethics; and handles other matters as the Board or
committee chair deems appropriate.
|
None of the Companies currently has a
standing compensation committee. None of the Companies have 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, 2008
for each Company:
|
TYG
|
TYY
|
TYN
|
Board of
Directors
|
11
|
11
|
11
|
Executive
Committee
|
3
|
0
|
0
|
Audit Committee
|
2
|
2
|
2
|
Nominating and Governance Committee
|
1
|
1
|
1
|
Compliance
Committee
|
1
|
1
|
1
|
During
the 2008 fiscal year, for each Company, all directors 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 Company attended the Company’s 2008 annual meeting.
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 2008 to each of the current
directors for their services as a director. None of the Companies has
any retirement or pension plans.
Name
of Person,
Position
|
Agregate
Compensation from
Company
(1)
|
Pension
or
Retirement
Benefits
Accrued
as
Part
of
Company
Expenses
|
Estimated
Annual
Benefits
Upon
Retirement
|
Total
Compensation
from
Company
and
Fund
Complex
Paid
to Directors (2)
|
|
|
TYG
|
TYY
|
TYN
|
|
|
|
|
Independent
Persons
|
|
|
|
|
|
|
|
Conrad
S. Ciccotello
|
$50,667
|
$46,667
|
$27,667
|
$0
|
$0
|
$182,000
|
|
John
R. Graham
|
$47,667
|
$43,667
|
$26,667
|
$0
|
$0
|
$171,000
|
|
Charles
E. Heath
|
$47,667
|
$43,667
|
$26,667
|
$0
|
$0
|
$171,000
|
|
______________
(1) No
amounts have been deferred for any of the persons listed in the
table.
(2) Fund
Complex includes the six companies - TYG, TYY, TYN, TTO, TTRF and
TGOC.
Required
Vote
. With respect to each of TYG and TYY, Mr. Heath will each
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 Mr. Matlack 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 TYN, Mr. Matlack and Mr. Heath will each 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. When there
are two vacancies for director, as is the case here, a vote by plurality means
the two nominees with the highest number of affirmative votes, regardless of the
votes withheld for the candidates, will be elected. Therefore, with
respect to each Company, withheld votes and broker non votes, if any, will not
be counted towards a nominee’s achievement of a plurality. With
respect to each of TYG and TYY, each common share and each preferred share is
entitled to one vote in the election of Mr. Heath, and each preferred share is
entitled to one vote in the election of Mr. Matlack. With respect to
TYN, each common share is entitled to one vote in the election of Mr. Heath and
one vote in the election of Mr. Matlack.
BOARD
RECOMMENDATION
The
Board of Directors of each of TYG and TYY unanimously recommends that the common
and preferred stockholders of that Company vote “for” Mr. Heath as a director
and that the preferred stockholders of that Company vote “for” Mr. Matlack as a
director. The Board of Directors of TYN unanimously recommends that
the common stockholders of that Company vote “for” Mr. Heath as a director and
“for” Mr. Matlack as a director.
PROPOSAL
TWO
APPROVAL
TO SELL COMMON SHARES
BELOW
NET ASSET VALUE
Each
Company is a closed-end management investment company under the 1940 Act and is
generally prohibited from issuing its common shares at a price below the net
asset value per share ("NAV"), subject to certain exceptions. One of
these exceptions would allow each Company to sell its common shares below NAV if
they obtain stockholder approval.
Each
Company is seeking approval of this proposal so that it may, in one or more
public or private offerings of its common stock, sell or otherwise issue shares
of its common stock, not exceeding 25% of its then outstanding common stock, at
a price below its then current NAV, subject to certain conditions discussed
below. If approved for a Company, the authorization would be
effective for that Company for a period of one year or until the date of the
2010 annual meeting of stockholders for that Company, whichever is
earlier.
Each
Company's Board of Directors, including a majority of each Company's independent
directors, has approved this proposal as in the best interests of the Company
and its stockholders and recommends it to the stockholders for their
approval.
Reasons
to Offer Common Stock Below NAV
The
global financial crisis has impacted each Company's ability to access the debt
and equity capital markets to fund these investment opportunities. The amount
the Companies may borrow or finance through the issuance of preferred stock is
also limited under the 1940 Act. Each of the Company's credit
facilities with U.S. Bank, N.A. as lender, agent and lead arranger also requires
that it abide by the leverage limitations of the 1940 Act.
Current
global economic conditions have created, and the Companies believe will continue
to create, favorable opportunities to invest at attractive risk-adjusted
returns, including opportunities that, all else being equal, could prove to be
accretive to the Companies total return over the long term. In
addition, each of the Companies also believes situations may arise in which it
is in the best interests of the Company and its stockholders to issue its common
shares below NAV to retire outstanding leverage. Because each of the
Companies generally attempts to remain fully invested and does not maintain cash
for purposes of making investments or retiring leverage, each Company needs to
be able to maintain consistent access to equity capital. Stockholder
approval of this proposal for a Company to sell its common shares below NAV,
subject to the conditions set forth herein, is expected to provide that Company
such access.
The
following table lists the high and low sales prices for each Company's common
stock, as reported on the New York Stock Exchange, and the closing sales price
as a percentage of NAV for its two previous fiscal years. On April ___, 2009,
the closing sales price of each Company's common stock on
the New
York Stock Exchange was $___ per share for TYG, $____ per share for TYY, and
$____ per share for TYN.
|
|
Sales
Price
|
High
Sales
|
Low
Sales
|
Quarter
Ended
|
NAV
(1)
|
High
|
Low
|
Price
to NAV
(2)
|
Price
to NAV
(2)
|
Fiscal
Year ended November 30, 2007
|
|
|
|
|
|
First
Quarter
|
|
|
|
|
|
TYG
|
$34.83
|
$36.64
|
$33.48
|
5.2%
|
-3.9%
|
TYY
|
$29.28
|
$29.39
|
$26.36
|
0.4%
|
-10.0%
|
TYN
|
$25.28
|
$23.48
|
$21.40
|
-7.1%
|
-15.3%
|
Second
Quarter
|
|
|
|
|
|
TYG
|
$38.73
|
$42.12
|
$35.26
|
8.8%
|
-9.0%
|
TYY
|
$31.94
|
$32.02
|
$28.35
|
0.3%
|
-11.2%
|
TYN
|
$29.56
|
$27.41
|
$22.45
|
-7.3%
|
-24.1%
|
Third
Quarter
|
|
|
|
|
|
TYG
|
$34.63
|
$44.89
|
$34.39
|
29.6%
|
-0.7%
|
TYY
|
$29.18
|
$31.54
|
$26.75
|
8.1%
|
-8.3%
|
TYN
|
$26.94
|
$27.95
|
$22.48
|
3.7%
|
-16.6%
|
Fourth
Quarter
|
|
|
|
|
|
TYG
|
$32.96
|
$39.75
|
$30.70
|
20.6%
|
-6.9%
|
TYY
|
$27.84
|
$30.45
|
$24.01
|
9.4%
|
-13.8%
|
TYN
|
$27.25
|
$26.03
|
$22.40
|
-4.5%
|
-17.8%
|
Fiscal
Year Ended November 30, 2008
|
|
|
|
|
|
First
Quarter
|
|
|
|
|
|
TYG
|
$30.98
|
$34.40
|
$30.86
|
11.0%
|
-0.4%
|
TYY
|
$26.32
|
$28.45
|
$24.13
|
8.1%
|
-8.3%
|
TYN
|
$27.30
|
$25.51
|
$21.83
|
-6.6%
|
-20.0%
|
Second
Quarter
|
|
|
|
|
|
TYG
|
$30.35
|
$32.60
|
$28.46
|
7.4%
|
-6.2%
|
TYY
|
$26.05
|
$26.13
|
$23.88
|
0.3%
|
-8.3%
|
TYN
|
$30.13
|
$25.37
|
$22.25
|
-15.8%
|
-26.2%
|
Third
Quarter
|
|
|
|
|
|
TYG
|
$27.55
|
$32.95
|
$24.70
|
19.6%
|
-10.3%
|
TYY
|
$23.51
|
$27.40
|
$21.44
|
16.5%
|
-8.8%
|
TYN
|
$25.32
|
$26.10
|
$19.98
|
3.1%
|
-21.1%
|
Fourth
Quarter
|
|
|
|
|
|
TYG
|
$17.36
|
$30.07
|
$10.01
|
73.2%
|
-42.3%
|
TYY
|
$12.85
|
$24.86
|
$ 7.00
|
93.5%
|
-45.5%
|
TYN
|
$10.78
|
$21.40
|
$
8.00
|
98.5%
|
-25.8%
|
(1)
NAV
is determined as of the last day in the relevant quarter and therefore may
not reflect the net asset value per share on the date of the high and low
sales prices. The net asset values shown are based on outstanding shares
at the end of each period.
|
(2)
Calculated
as the respective high or low sales price divided by
NAV.
|
Examples
of Dilutive Effect of the Issuance of Shares Below NAV
The
following table illustrates the reduction to NAV and dilution that would be
experienced by a nonparticipating stockholder in three different hypothetical
offerings of different sizes and levels of discount to NAV, although it is not
possible to predict the level of market price decline that may
occur. Actual sales prices and discounts may differ from the
presentation below; provided the Company will not issue common shares at a price
that, after deducting offering expenses and commissions, reflects a discount to
NAV of more than 10%.
The
examples assume that Company XYZ has 1,000,000 common shares outstanding,
$15,000,000 in total assets and $5,000,000 in total liabilities. The
current net asset value and NAV are
thus
$10,000,000 and $10.00. The table illustrates the dilutive effect on
nonparticipating
Stockholder A of (1) an offering of 50,000 shares (5% of the
outstanding shares) at $9.50 per share after offering expenses and commission (a
5% discount to NAV), (2) an offering of 100,000 shares (10% of the
outstanding shares) at $9.00 per share after offering expenses and commissions
(a 10% discount to NAV) and (3) an offering of 200,000 shares (20% of the
outstanding shares) at $9.00 per share after offering expenses and commissions
(a 10% discount to NAV). The table assumes offering expenses and
commissions of 5%.
|
|
|
Example 1
5%
Offering
at
5% Discount
|
|
Example 2
10%
Offering
at
10% Discount
|
|
Example 3
20%
Offering
at
10% Discount
|
|
Prior
to Sale
Below
NAV
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
Offering
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price
per Share to
Public
|
--
|
|
$ 10.00
|
|
--
|
|
$ 9.47
|
|
--
|
|
$ 9.47
|
|
--
|
Net
Proceeds per Share to
Issuer
|
--
|
|
$ 9.50
|
|
--
|
|
$ 9.00
|
|
--
|
|
$ 9.00
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease
to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Shares
Outstanding
|
1,000,000
|
|
1,050,000
|
|
5.00%
|
|
1,100,000
|
|
10.00%
|
|
1,200,000
|
|
20.00%
|
NAV
per
Share
|
$ 10.00
|
|
$ 9.98
|
|
(0.20)%
|
|
$ 9.91
|
|
(0.90)%
|
|
$ 9.83
|
|
(1.70)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
Dilution to Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
Held by Stockholder
A
|
10,000
|
|
10,000
|
|
--
|
|
10,000
|
|
--
|
|
10,000
|
|
--
|
Percentage
of Shares Held by Stockholder A
|
1.0%
|
|
0.95%
|
|
(4.76)%
|
|
0.91%
|
|
(9.09)%
|
|
0.83%
|
|
(16.67)%
|
Total Asset Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
NAV Held by Stockholder A
|
$ 100,000
|
|
$ 99,800
|
|
(0.20)%
|
|
$ 99,100
|
|
(0.90)%
|
|
$ 98,300
|
|
(1.70)%
|
Total
Investment by Stockholder A (Assumed to Be $10.00 per
Share)
|
$ 100,000
|
|
$ 100,000
|
|
--
|
|
$ 100,000
|
|
--
|
|
$ 100,000
|
|
--
|
Total
Dilution to Stockholder A (Total NAV Less Total
Investment)
|
--
|
|
$ (200)
|
|
--
|
|
$ (900)
|
|
--
|
|
$ (1,700)
|
|
--
|
Per Share Amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV
per Share Held by Stockholder A
|
--
|
|
$ 9.98
|
|
--
|
|
$ 9.91
|
|
--
|
|
$ 9.83
|
|
--
|
Investment
per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares
Held Prior to Sale)
|
$ 10.00
|
|
$ 10.00
|
|
--
|
|
$ 10.00
|
|
--
|
|
$ 10.00
|
|
--
|
Dilution
per Share Held by Stockholder A (NAV per Share Less Investment per
Share)
|
--
|
|
$ (0.02)
|
|
--
|
|
$ (0.09)
|
|
--
|
|
$ (0.17)
|
|
--
|
Percentage
Dilution to Stockholder A (Dilution per Share Divided by Investment per
Share)
|
--
|
|
--
|
|
(0.20)%
|
|
--
|
|
(0.90)%
|
|
--
|
|
(1.70)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conditions
to Sale Below NAV
If stockholders approve this proposal,
each Company will only issue shares of its common stock at a price below NAV
pursuant to this stockholder proposal if the following conditions are
met:
|
·
|
a
"required majority" of the Company's directors have determined that any
such sale would be in the best interests of the Company and its
stockholders; and
|
|
·
|
a
"required majority" of the Company's directors, in consultation with the
underwriter or underwriters of the offering if it is to be underwritten,
have determined in good faith, and as of a time immediately prior to the
first solicitation by or on behalf of the Company of firm commitments to
purchase such common stock or immediately prior to the issuance of such
common stock, that the price at which such shares of common stock are to
be sold is not less than a price which closely approximates the market
value of those shares of common stock, less any distributing commission or
discount.
|
|
·
|
if
the net proceeds of any such sale are to be used to make investments, a
"required majority" of the Company’s directors has made a determination,
based on information and a recommendation from the Adviser, that they
reasonably expect that the investment(s) to be made will lead to a
long-term increase in distribution
growth.
|
|
·
|
the
price per common share in any such sale, after deducting offering expenses
and commissions, reflects a discount to NAV, as determined at any time
within two business days prior to the pricing of the common stock to be
sold, of no more than 10%.
|
Under the
1940 Act, a "required majority" of directors means both a majority of the
Company's directors who have no financial interest in the transaction and a
majority of the Company's independent directors. For these purposes, directors
will not be deemed to have a financial interest solely by reason of their
ownership of the Company's common stock.
As discussed below under the caption
“More Information About the Meeting – Investment Advisory Agreement,” with
respect to each Company, the 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 a Company issue
common shares below NAV may conflict with the interests of the Company and its
stockholders, as such an issuance will result in an increase in a Company’s
Managed Assets and ultimately in the fee paid to the Adviser. The
Adviser is controlled directly or indirectly by officers and the two interested
directors of each Company, among others. For that reason, any
issuance of shares at a price below NAV must be approved by a majority of the
disinterested directors.
Key
Stockholder Considerations
Before
voting on this proposal or giving proxies with regard to this matter, each
Company’s common stockholders should consider the dilutive effect of the
issuance of shares of the Company’s common stock at less than NAV per share on
the NAV per outstanding share of common stock. Any sale of common stock at a
price below NAV would result in an immediate dilution of the NAV per outstanding
share to existing common stockholders. There is a connection between
the common share sale price and NAV because when stock is sold at a sale price
below NAV per share, the resulting increase in the number of outstanding shares
is not accompanied by a proportionate increase in the net assets of the
Company. As discussed above, it should be noted that the maximum
number of common shares issuable below NAV that could result in such dilution is
limited to 25% of the Company’s then outstanding common stock.
Common
stockholders of a Company should also consider that holders of the Company’s
common stock have no subscription, preferential or preemptive rights to acquire
additional shares of the common stock proposed to be authorized for issuance,
and thus any future issuance of common stock will dilute such stockholders’
holdings of common stock as a percentage of shares outstanding to the extent
stockholders do not purchase sufficient shares in the offering to maintain their
percentage interest. Further, if current stockholders of a 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 percentage of the Company’s distributions and their voting power will
be diluted.
Common
stockholders should also consider the impact that issuances of shares of common
stock below NAV have on each Company’s expense ratio. In general,
assuming that a fund’s expenses consist of both fixed and variable costs, any
time the fund issues shares the expense ratio should decrease because the fixed
costs are spread over a larger amount of assets. If a Company issues
shares of common stock below NAV, assuming its expenses consist of both fixed
and variable costs, the Company’s expense ratio will decrease; however, it will
not decrease as much as it would have had the shares been issued at
NAV.
Required
Vote
For each
Company, the proposal must be approved by both (a) the affirmative vote of a
majority of all common stockholders of record, as of the record date, and (b)
the affirmative vote of a majority of the votes cast, 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. If both approvals
are not obtained, the proposal will not pass.
Solely
for the purpose of determining whether a majority of the number of common
stockholders of record of a Company approved the proposal as required in (a)
above, the number of common shares held by any single stockholder will not be
relevant. For the purpose of determining whether a majority of the
number of common stockholders of record of a Company approved the proposal,
abstentions and broker non-votes, if any, recorded by record owners will have
the effect of a vote against the proposal.
With
respect to each Company, solely for the purposes of determining whether a
majority of the votes cast by the stockholders entitled to vote approved this
proposal as required in (b) above, each common share, and in the case of TYG and
TYY, each preferred share, is entitled to one vote, and 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 each Company unanimously recommends that 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 PUBLIC ACCOUNTING FIRM
The Board
of Directors of each Company recommends that the stockholders of the Company
ratify the selection of Ernst & Young LLP (“E&Y”) as the independent
registered certified public accountants (“independent auditors”), to audit the
accounts of the Company for the fiscal year ending November 30,
2009. E&Y’s selection was approved by each Company’s Audit
Committee at a meeting held on January 20, 2009. 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, at a meeting held on January 20,
2009.
E&Y
has audited the financial statements of each Company since prior to each
Company’s commencement of business (TYG in February 2004; TYY in May 2005; and
TYN in October 2005) and does not have any direct financial interest or any
material indirect financial interest in any of the Companies. 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. Each Company’s Audit Committee meets twice 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 a Company’s independent registered public accounting firm by
the affirmative vote of a majority of the votes cast, 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 and TYY, each common share and each preferred share is entitled to one vote
on this proposal. With respect to TYN, 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 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 each Company
unanimously recommends that stockholders of the Company vote “for” the
ratification of Ernst & Young LLP as the Company’s Independent Public
Accounting Firm.
AUDIT
COMMITTEE REPORT
The Audit
Committee of each Company reviews the Company’s annual financial statements with
both management and the independent auditors.
The Audit
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 Committee has reviewed and discussed
the Company’s audited financial statements for the fiscal year ended November
30, 2008 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
Committee of each Company has also discussed with the independent auditors the
matters required to be discussed by the Statement on Auditing Standards No. 114
(The Auditor’s Communication With Those Charged With Governance). The
independent auditors provided to each Company’s Audit 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 Committee concerning independence, and each
Company’s Audit 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 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 Committee recommended that the Board
include the audited financial statements in the Company’s Annual Report for
filing with the SEC.
The Audit Committee of each
Company
Conrad S. Ciccotello
(Chairman)
Charles
E. Heath
John R.
Graham
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
On
January 20, 2009, each Company’s Audit Committee selected E&Y as the
independent registered public accounting firm to audit the books and records of
the Company for its fiscal year ending November 30, 2009. E&Y is
registered with the Public Company Accounting Oversight Board.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
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, 2008 and 2007 by E&Y, respectively:
|
TYG
|
|
TYY
|
|
TYN
|
|
|
2008
|
2007
|
|
2008
|
2007
|
|
2008
|
2007
|
|
Audit
Fees
(1)
|
$259,000
|
$224,000
|
|
$191,000
|
$150,000
|
|
$ 92,000
|
$ 76,000
|
|
Audit-Related
Fees
(2)
|
$ 8,000
|
$ 42,000
|
|
$ 3,000
|
$ 28,000
|
|
$ 3,000
|
$ 15,000
|
|
Tax
Fees
(3)
|
$ 60,000
|
$ 92,000
|
|
$ 49,000
|
$ 73,000
|
|
$ 26,000
|
$ 34,000
|
|
All
Other Fees
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
Aggregate
Non-Audit Fees
|
$ 68,000
|
$134,000
|
|
$ 52,000
|
$
101,000
|
|
$ 29,000
|
$ 49,000
|
|
|
|
|
|
|
|
|
|
|
|
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
Committee of each Company adopted pre-approval polices and procedures (TYG on
July 15, 2004; TYY on April 15, 2005; and TYN on January 19,
2005). Under these policies and procedures, the Audit 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 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 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 full Audit 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 Committee of the Company has pre-approved all
audit and non-audit services provided to the Company by E&Y. None
of these services provided by E&Y were approved by the Audit 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 E&Y’s hours spent on auditing each
Company’s financial statements were attributed to work performed by full-time
permanent employees of E&Y.
In each
Company’s fiscal years ended November 30, 2008 and 2007, the Adviser incurred
approximately $13,610 and $10,000 in fees, respectively, payable to E&Y in
connection with determining the Adviser’s compliance with GIPS® standards in
2006. Additionally, the Adviser paid $2,315 in 2008 and $12,000 in
2007 for general tax consulting services delivered in 2008 and 2006,
respectively. These non-audit services were not required to be
preapproved by each Company’s Audit 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,
E&Y for non-audit services rendered to the Adviser or such entity during the
Companies last two fiscal years.
The Audit
Committee of each Company has considered whether E&Y’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 E&Y’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.
MORE
INFORMATION ABOUT THE MEETING
Stockholders
. At
the record date, each Company had the following number of shares issued and
outstanding:
Common
Shares
Preferred
Shares
TYG
23,442,791
2,800
TYY
17,470,673
3,800
TYN
4,612,640 0
At
December 31, 2008, each director beneficially owned (as determined pursuant to
Rule 16a-1(a)(2) under the Exchange Act) shares of each Company and in the
Funds overseen by each director in the same 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 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
|
Aggregate Dollar Range of Holdings in the Company
(1)
|
Aggregate
Dollar
Range
of
Holdings
in
Funds
Overseen
by
Director in
Fund Complex (2)
|
|
|
|
|
|
Interested
Persons
|
TYG
|
TYY
|
TYN
|
|
H.
Kevin Birzer
|
Over
$100,000
|
Over
$100,000
|
$50,001-$100,000
|
Over
$100,000
|
Terry
C. Matlack
|
Over
$100,000
|
Over
$100,000
|
Over
$100,000
|
Over
$100,000
|
|
|
|
|
|
Independent
Persons
|
|
|
|
|
Conrad
S. Ciccotello
|
$50,001-$100,000
|
$10,001-$50,000
|
$10,001-$50,000
|
Over
$100,000
|
John
R. Graham
|
Over
$100,000
|
$50,001-$100,000
|
$10,001-$50,000
|
Over
$100,000
|
Charles
E. Heath
|
Over
$100,000
|
$50,001-$100,000
|
$10,001-$50,000
|
Over
$100,000
|
(1)
|
Based
on the closing price of each Company’s common shares on the New York Stock
Exchange on December 31, 2008.
|
(2)
|
Includes
TYG, TYY, TYN, TTO, TTRF and TGO. Amounts based on the closing
price of each Company’s common shares on the New York Stock Exchange on
December 31, 2008, the closing price of TTO’s common shares on the New
York Stock Exchange on December 31, 2008, the NAV of TTRF as of December
31, 2008 and the NAV of TGOC as of November 30,
2008.
|
At December 31, 2008, 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 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.
Directors and Officers
|
Number of Common Shares
|
% of Outstanding Shares
|
|
TYG
|
TYY
|
TYN
|
TYG
|
TYY
|
TYN
|
Independent
Directors
|
|
|
|
|
|
|
Conrad
S. Ciccotello
|
2,366.75
|
1,122.83
|
1,594.50
|
*
|
*
|
*
|
John
R. Graham
|
10,492.49
(1)
|
4,309.79
(2)
|
1,118.95
(3)
|
*
|
*
|
*
|
Charles
E. Heath
|
8,000.00
(4)
|
6,300.00
(5)
|
1,029.00
(6)
|
*
|
*
|
*
|
|
|
|
|
|
|
|
Interested
Directors and Officers
|
|
|
|
|
|
|
H.
Kevin Birzer
|
37,212.52
(7)
|
14,571.49
(8)
|
4,921.97
(9)
|
*
|
*
|
*
|
Terry
C. Matlack
|
11,764.07
(10)
|
10,226.75
(11)
|
10,359.08
(12)
|
*
|
*
|
*
|
David
J. Schulte
|
4,771.12
(13)
|
2,793.03
(14)
|
4,930.19
(15)
|
*
|
*
|
*
|
Zachary
A. Hamel
|
4,235.09
(16)
|
4,150.10
(17)
|
0
|
*
|
*
|
*
|
Kenneth
P. Malvey
|
8,665.73
(18)
|
1,493.17
(19)
|
1,516.68
(20)
|
*
|
*
|
*
|
Robert
Thummel
|
N/A
|
N/A
|
739.64
|
|
|
|
|
|
|
|
|
|
|
Directors
and Officers as a Group
|
88,145.64
|
45,612.21
|
26,405.20
|
*
|
*
|
*
|
|
|
|
|
|
|
|
(1)
|
Includes
3,000 shares held in the John R. Graham Trust, of which Mr. Graham is the
sole trustee, and 4,000 shares held by Master Teachers Employee Benefit
Pension Trust, of which Mr. Graham is the sole trustee and for which he
disclaims beneficial ownership.
|
(2)
|
Includes
1,259.005 shares held in the John R. Graham Trust, of which Mr. Graham is
the sole trustee.
|
(3)
|
All
shares held in the John R. Graham Trust, of which Mr. Graham is the sole
trustee.
|
(4)
|
All
shares held by the Charles E. Heath Trust, of which Mr. Heath is a
trustee.
|
(5)
|
Includes
4,300 shares held by the Charles E. Heath Trust #1, of which Mr. Heath is
a trustee, and 2,000 shares held by the Charles F. Heath Trust #1, Trust
B, of which Mr. Heath is a trustee.
|
(6)
|
All
shares held by the Charles E. Heath Trust #1, of which Mr. Heath is a
trustee.
|
(7)
|
Includes
27,050.03 shares Mr. Birzer holds jointly with his wife and 1,541.25
shares held by Mr. Birzer’s children in accounts established under the
Kansas Uniform Transfer to Minor’s Act for which his wife is the
custodian.
|
(8)
|
Includes
13,815.98 shares Mr. Birzer holds jointly with his wife and 755.51 shares
held by Mr. Birzer’s children in accounts established under the Kansas
Uniform Transfer to Minor’s Act for which his wife is the
custodian.
|
(9)
|
Includes
4,183.40 shares Mr. Birzer owns jointly with his wife and 738.57 shares
held by Mr. Birzer’s children in accounts established under the Kansas
Uniform Transfer to Minor’s Act for which his wife is the
custodian.
|
(10)
|
All
shares are held in the Matlack Living Trust, U/A DTD 12/30/04, of which
Mr. Matlack and his wife are co-trustees and share voting and investment
power with respect to the shares.
|
(11)
|
Includes
9,802.19 shares held in the Matlack Living Trust, U/A DTD 12/30/04, of
which Mr. Matlack and his wife are co-trustees and share voting and
investment power with respect to the
shares.
|
(12)
|
All
shares are held in the Matlack Living Trust, U/A DTD 12/30/04, of which
Mr. Matlack and his wife are co-trustees and share voting and investment
power with respect to the shares.
|
(13)
|
Includes
1,300 shares held jointly with his
wife.
|
(14)
|
Includes
1,300 shares held jointly with his wife and 200 shares held in children’s
accounts established under the Kansas Uniform Transfer to Minor’s Act for
which his wife is the custodian.
|
(15)
|
Includes
3,500 shares held jointly with his wife and 200 shares held in children’s
accounts established under the Kansas Uniform Transfer to Minor’s Act for
which his wife is the custodian.
|
(16)
|
Includes
220 shares held by Mr. Hamel’s children in accounts established under the
Kansas Uniform Transfer to Minor’s Act for which he is the
custodian.
|
(17)
|
Includes
150 shares held by Mr. Hamel’s children in accounts established under the
Kansas Uniform Transfer to Minor’s Act for which he is the
custodian.
|
(18)
|
Includes
2,129.48 shares held by Mr. Malvey’s wife and 121 shares held by his child
in an account established under the Kansas Uniform Transfer to Minor’s Act
for which he is the custodian
|
(19)
|
Includes
500 shares held by Mr. Malvey’s wife and 100 shares held by his child in
an account established under the Kansas Uniform Transfer to Minor’s Act
for which he is the custodian.
|
(20)
|
Includes
100 shares held by his child in an account established under the Kansas
Uniform Transfer to Minor’s Act for which he is the
custodian.
|
As of
December 31, 2008, to the knowledge of TYG, no person held (sole or shared)
power to vote or dispose of more than 5% of the outstanding shares of
TYG. As of December 31, 2008, to the knowledge of TYN, no person held
(sole or shared) power to vote or dispose of more than 5% of the outstanding
shares of TYN. The table below indicates the persons known to TYY to own 5% or
more of its shares of common stock as of December 31, 2008. The
beneficial owner listed below has sole power to vote and dispose of the shares
listed in the table below.
Name and Address
|
Number
of
Common Shares
|
Percent of Class
|
OTR
– Nominee Name for The State Teachers Retirement Board of Ohio
(1)
275
East Broad Street
Columbus,
Ohio 43215
|
880,493
|
5.0%
|
(1)
|
Information
with respect to this beneficial owner and its beneficial ownership is
based on a Schedule 13G amendment dated January 9,
2009.
|
Investment Advisory
Agreement
. Tortoise Capital Advisors, LLC is each Company’s
investment advisor. The Adviser’s address is 11550 Ash Street, Suite
300, Leawood, Kansas 66211. FCM Tortoise, L.L.C. and KCEP control the
Adviser through their equity ownership and management rights in the
Adviser. FCM Tortoise, L.L.C. is an affiliate of Fountain Capital,
with the same principals as Fountain Capital, to which Fountain Capital’s
ownership interest in the Adviser has been transferred. This transfer
did not result in a change in control of the Adviser. As of February
28, 2009, the Adviser had approximately $1.7 billion of client assets under
management. The Adviser may be contacted at the address listed on the
first page of this proxy statement.
Pursuant
to the terms of an Advisory Agreement between TYG and the Adviser,
dated February 23, 2004 (the "TYG Advisory Agreement"), TYG pays to the Adviser
quarterly, as compensation for the services rendered by the Adviser, a fee equal
on an annual basis to 0.95% of the Company's average monthly Managed
Assets. The Adviser contractually agreed to waive or reimburse TYG
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. The Adviser does not have the right to
recoup any fees waived or reimbursed by the Adviser. In its last
fiscal year, TYG incurred $9,351,912 in net fees due to the Adviser under the
TYG Advisory Agreement.
Pursuant
to the terms of an Advisory Agreement between TYY and the Adviser,
dated May 1, 2005 (the "TYY Advisory Agreement"), TYY paid to the Adviser
quarterly, as compensation for the services rendered by the Adviser, a fee equal
on an annual basis to 0.90% of the Company's average monthly Managed Assets
until May 31, 2006. Since June 1, 2006, TYY pays to the Adviser a fee
equal on an annual basis to 0.95% annually of TYY’s average monthly Managed
Assets for such services. In its last fiscal year, TYY incurred
$7,399,871 in fees due to the Adviser under the TYY Advisory
Agreement.
Pursuant
to the terms of an Advisory Agreement between TYN and the Adviser, dated October
31, 2005 (the “TYN Advisory Agreement”), TYN pays to the Adviser quarterly, as
compensation for the services rendered by the Adviser, a fee equal on an annual
basis to 1.00% of TYN’s average monthly Managed Assets. The Adviser
contractually agreed to waive or reimburse TYN for fees and expenses, including
the investment advisory fee and expenses in an amount equal on an annual basis
to 0.25% of the
average
monthly Managed Assets through October 31, 2006. For the period from
November 1, 2006 through December 31, 2007, the Adviser contractually agreed to
waive a portion of the fee equal to 0.20% of the average monthly Managed
Assets. For the period from January 1, 2008 through December 31,
2008, the Adviser contractually agreed to waive a portion of the fee equal to
0.15% of the average monthly Managed Assets. For the period from
January 1, 2009 through December 31, 2009, the Adviser contractually agreed to
waive a portion of the fee equal to 0.10% of the average monthly Managed
Assets. In its last fiscal year, TYN incurred $1,430,052 in net fees
due to the Adviser under the TYN Advisory Agreement.
With
respect to each Company, “Managed Assets” means the total assets of the Company
(including any assets attributable to leverage and excluding any net deferred
tax asset) minus accrued liabilities other than (1) net deferred tax liability
or debt entered into for the purpose of leverage and (2) the aggregate
liquidation preference of any outstanding preferred shares.
The
Adviser is controlled directly or indirectly by David J. Schulte, Chief
Executive Officer and President of TYG and TYY and Chief Executive Officer of
TYN; Terry Matlack, a director and the Chief Financial Officer of each Company;
H. Kevin Birzer, director and Chairman of the Board of each Company, Zachary A.
Hamel, Senior Vice President of each Company, and Kenneth P. Malvey, Senior Vice
President and Treasurer of each Company, among others.
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
. Complete, sign and date the enclosed proxy card and
return it in the enclosed envelope or attend the Annual Meeting and vote in
person.
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
$35,000. 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
Proxy
. With respect to each Company, at any time before it has
been voted, you may revoke your proxy by: (1) sending a letter stating that you
are revoking your proxy to the Secretary of the Company at the Company’s offices
located at 11550 Ash Street, Suite 300, Leawood, Kansas 66211; (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.
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.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
30(h) of the 1940 Act and Section 16(a) of the Exchange Act require each
Company’s directors and officers, the Adviser, affiliated persons of the Adviser
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
SEC and the New York Stock Exchange. Those persons and entities are
required by SEC regulations to furnish the applicable Company with copies of all
Section 16(a) forms they file. Based on a review of those forms
furnished to the Company, each Company believes that its directors and officers,
the Adviser and affiliated persons of the Adviser have complied with all
applicable Section 16(a) filing requirements during the last fiscal year. To the
knowledge of management of each Company, no person is the beneficial owner (as
defined in Rule 16a-1 under the Exchange Act) of more than 10% of a class of
such Company’s equity securities.
ADMINISTRATOR
TYG and
TYY have each entered into administration agreements with US Bancorp Fund
Services, LLC whose principal business address is 615 E. Michigan Street,
Milwaukee, Wisconsin 53202.
TYN has
entered into an administration agreement with SEI Investments Global Funds
Services, whose principal business address is One Freedom Valley Drive, Oaks,
Pennsylvania 19456.
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 11550 Ash Street, Suite 300,
Leawood, Kansas 66211. The Secretary will forward any communications
received directly to the Board of Directors.
STOCKHOLDER PROPOSALS
AND NOMINATIONS FOR THE 2010 ANNUAL MEETING
Method for Including Proposals in a
Company’s Proxy Statement
. Under the rules of the SEC, if you
want to have a proposal included in a Company’s proxy statement for its next
annual meeting of stockholders, that proposal must be received by the Secretary
of the Company at 11550 Ash Street, Suite 300, Leawood, Kansas 66211, not later
than 5:00 p.m., Central Time on ___________, 2009. Such proposal must
comply with all applicable requirements of Rule 14a-8 of the Exchange
Act. Timely submission of a proposal does not mean the proposal will
be included in the proxy material sent to stockholders.
Other Proposals and
Nominations
. If you want to nominate a director or have other
business considered at a Company’s 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 the Company’s Bylaws. Under each
Company’s Bylaws, nominations for director or other business proposals to be
addressed at the Company’s next annual meeting may be made by a stockholder who
has delivered a notice to the Secretary of the Company at 11550 Ash Street,
Suite 300, Leawood, Kansas 66211, no earlier than ___________, 2009 nor later
than 5:00 p.m. Central Time on ___________, 2009. 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 Exchange Act. 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 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 11550 Ash Street,
Suite 300, Leawood, Kansas 66211. Timely submission of a proposal
does not mean the proposal will be allowed to be brought before the
meeting.
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.
By Order
of the Board of Directors
Connie J.
Savage
Secretary
April __,
2009
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------------------------------------------------------------------
[Tortoise
Logo]
Proxy
— Tortoise Energy Infrastructure Corporation
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF STOCKHOLDERS – MAY 22, 2009
The
undersigned holder of common shares of Tortoise Energy Infrastructure
Corporation appoints David J. Schulte and H. Kevin Birzer, 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 May 22, 2009 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)
Using a
black
ink
pen, mark your votes with an X as shown
in [ X ]
this
example. Please do not write outside the designated areas.
Annual
Meeting Proxy Card
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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 – The Board of Directors recommends a vote “FOR” the Nominee
below.
1. Nominee:
FOR WITHHOLD
Charles E.
Heath [ ] [ ]
B
. Issues – The
Board of Directors recommends a vote “FOR” the Proposals and Ratification
below.
2.
|
Approval
for the Company, with the approval of its Board of Directors, to sell or
otherwise issue shares of its common stock at a price below its then
current net asset value per share subject to the limitations set forth in
the proxy statement for the 2009 annual meeting of
stockholders.
|
For Against Abstain
[ ]
[ ] [ ]
3.
|
Ratification
of Ernst & Young LLP as the Company’s independent registered public
accounting firm to audit the financial statements of the Company for the
fiscal year ending November 30,
2009:
|
For Against Abstain
[ ]
[ ]
[ ]
4.
|
To
vote and otherwise represent the undersigned on such other matters as may
properly come before the meeting including the adjournment or postponement
thereof, if proposed.
|
C. Non-Voting
Issues
Change of Name or Address –
Please print new information
below.
Meeting
Attendance
|
|
Mark
box to the right
|
|
|
|
|
if
you plan to attend the Annual Meeting.
|
|
|
D. Authorized
Signatures – This section must be completed for your vote to be counted. – Date
and Sign Below
Please
sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate
title.
Date
(mm/dd/yyyy) – Please print date below
|
|
Signature
1 – Please keep signature within the box.
|
|
Signature
2 – Please keep signature within the box.
|
/ /
|
|
|
|
|
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
[Tortoise
Logo]
Proxy
— Tortoise Energy Infrastructure Corporation
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF STOCKHOLDERS – MAY 22, 2009
The
undersigned holder of preferred shares of Tortoise Energy Infrastructure
Corporation appoints David J. Schulte and H. Kevin Birzer, 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 May 22, 2009 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)
Using a
black
ink
pen, mark your votes with an X as shown
in [ X ]
this
example. Please do not write outside the designated areas.
Annual Meeting Proxy
Card
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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 – The Board of Directors recommends a vote “FOR” the Nominees
below.
1. Nominees:
FOR WITHHOLD
Terry C.
Matlack [ ] [ ]
FOR WITHHOLD
Charles E.
Heath [ ] [ ]
B
. Issues – The
Board of Directors recommends a vote “FOR” the Proposals and Ratification
below.
2.
|
Approval
for the Company, with the approval of its Board of Directors, to sell or
otherwise issue shares of its common stock at a price below its then
current net asset value per share subject to the limitations set forth in
the proxy statement for the 2009 annual meeting of
stockholders.
|
For Against Abstain
[ ]
[ ]
[ ]
3.
|
Ratification
of Ernst & Young LLP as the Company’s independent registered public
accounting firm to audit the financial statements of the Company for the
fiscal year ending November 30,
2009:
|
For Against Abstain
[ ]
[ ]
[ ]
4.
|
To
vote and otherwise represent the undersigned on such other matters as may
properly come before the meeting including the adjournment or postponement
thereof, if proposed.
|
C. Non-Voting
Issues
Change of Name or Address –
Please print new information
below.
Meeting
Attendance
|
|
Mark
box to the right
|
|
|
|
|
if
you plan to attend the Annual Meeting.
|
|
|
D. Authorized
Signatures – This section must be completed for your vote to be counted. – Date
and Sign Below
Please
sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate
title.
Date
(mm/dd/yyyy) – Please print date below
|
|
Signature
1 – Please keep signature within the box.
|
|
Signature
2 – Please keep signature within the box.
|
/ /
|
|
|
|
|
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
[Tortoise
Logo]
Proxy
— Tortoise Energy Capital Corporation
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF STOCKHOLDERS – MAY 22, 2009
The
undersigned holder of common shares of Tortoise Energy Capital Corporation
appoints David J. Schulte and H. Kevin Birzer, 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 Capital
Corporation to be held on May 22, 2009 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)
Using a
black
ink
pen, mark your votes with an X as shown
in [ X ]
this
example. Please do not write outside the designated areas.
Annual
Meeting Proxy Card
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
---------------------------------------------------------------------------------------------------------------------------------------------
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 – The Board of Directors recommends a vote “FOR” the Nominee
below.
1.
Nominee:
FOR WITHHOLD
Charles E.
Heath [ ] [ ]
B
. Issues – The
Board of Directors recommends a vote “FOR” the Proposals and Ratification
below.
2.
|
Approval
for the Company, with the approval of its Board of Directors, to sell or
otherwise issue shares of its common stock at a price below its then
current net asset value per share subject to the limitations set forth in
the proxy statement for the 2009 annual meeting of
stockholders.
|
For Against Abstain
[ ] [ ] [ ]
3.
|
Ratification
of Ernst & Young LLP as the Company’s independent registered public
accounting firm to audit the financial statements of the Company for the
fiscal year ending November 30,
2009:
|
For Against Abstain
[ ] [ ] [ ]
4.
|
To
vote and otherwise represent the undersigned on such other matters as may
properly come before the meeting including the adjournment or postponement
thereof, if proposed.
|
C. Non-Voting
Issues
Change of Name or Address –
Please print new information
below.
Meeting
Attendance
|
|
Mark
box to the right
|
|
|
|
|
if
you plan to attend the Annual Meeting.
|
|
|
D. Authorized
Signatures – This section must be completed for your vote to be counted. – Date
and Sign Below
Please
sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate
title.
Date
(mm/dd/yyyy) – Please print date below
|
|
Signature
1 – Please keep signature within the box.
|
|
Signature
2 – Please keep signature within the box.
|
/ /
|
|
|
|
|
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
[Tortoise
Logo]
Proxy
— Tortoise Energy Capital Corporation
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF STOCKHOLDERS – MAY 22, 2009
The
undersigned holder of preferred shares of Tortoise Energy Capital Corporation
appoints David J. Schulte and H. Kevin Birzer, 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 Capital
Corporation to be held on May 22, 2009 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)
Using a
black
ink
pen, mark your votes with an X as shown
in [ X ]
this
example. Please do not write outside the designated areas.
Annual
Meeting Proxy Card
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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 – The Board of Directors recommends a vote “FOR” the Nominees
below.
1.
Nominees:
FOR WITHHOLD
Terry C.
Matlack [ ] [ ]
FOR WITHHOLD
Charles E.
Heath [ ] [ ]
B
. Issues – The
Board of Directors recommends a vote “FOR” the Proposals and Ratification
below.
2.
|
Approval
for the Company, with the approval of its Board of Directors, to sell or
otherwise issue shares of its common stock at a price below its then
current net asset value per share subject to the limitations set forth in
the proxy statement for the 2009 annual meeting of
stockholders.
|
For Against Abstain
[ ] [ ] [ ]
3.
|
Ratification
of Ernst & Young LLP as the Company’s independent registered public
accounting firm to audit the financial statements of the Company for the
fiscal year ending November 30,
2009:
|
For Against Abstain
[ ] [ ] [ ]
4.
|
To
vote and otherwise represent the undersigned on such other matters as may
properly come before the meeting including the adjournment or postponement
thereof, if proposed.
|
C. Non-Voting
Issues
Change of Name or Address –
Please print new information
below.
Meeting
Attendance
|
|
Mark
box to the right
|
|
|
|
|
if
you plan to attend the Annual Meeting.
|
|
|
D. Authorized
Signatures – This section must be completed for your vote to be counted. – Date
and Sign Below
Please
sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate
title.
Date
(mm/dd/yyyy) – Please print date below
|
|
Signature
1 – Please keep signature within the box.
|
|
Signature
2 – Please keep signature within the box.
|
/ /
|
|
|
|
|
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
---------------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
[Tortoise
Logo]
Proxy
— Tortoise North American Energy Corporation
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF STOCKHOLDERS – MAY 22, 2009
The
undersigned holder of shares of Tortoise North American Energy Corporation
appoints David J. Schulte and H. Kevin Birzer, 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 North American Energy
Corporation to be held on May 22, 2009 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)
Using a
black
ink
pen, mark your votes with an X as shown
in [ X ]
this
example. Please do not write outside the designated areas.
Annual
Meeting Proxy Card
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
---------------------------------------------------------------------------------------------------------------------------------------------
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 – The Board of Directors recommends a vote “FOR” the Nominees
below.
1.
Nominees:
FOR WITHHOLD
Terry C.
Matlack [ ] [ ]
FOR WITHHOLD
Charles E.
Heath [ ] [ ]
B
. Issues – The
Board of Directors recommends a vote “FOR” the Proposals and Ratification
below.
2.
|
Approval for the Company, with
the approval of its Board of Directors, to sell or otherwise issue shares
of its common stock at a price below its then current net asset value per
share subject to the limitations set forth in the proxy statement for the
2009 annual meeting of
stockholders.
|
For Against Abstain
[ ] [ ] [ ]
3.
|
Ratification
of Ernst & Young LLP as the Company’s independent registered public
accounting firm to audit the financial statements of the Company for the
fiscal year ending November 30,
2009:
|
For Against Abstain
[ ] [ ] [ ]
4.
|
To
vote and otherwise represent the undersigned on such other matters as may
properly come before the meeting including the adjournment or postponement
thereof, if proposed.
|
C. Non-Voting
Issues
Change of Name or Address –
Please print new information
below.
Meeting
Attendance
|
|
Mark
box to the right
|
|
|
|
|
if
you plan to attend the Annual Meeting.
|
|
|
D. Authorized
Signatures – This section must be completed for your vote to be counted. – Date
and Sign Below
Please
sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate
title.
Date
(mm/dd/yyyy) – Please print date below
|
|
Signature
1 – Please keep signature within the box.
|
|
Signature
2 – Please keep signature within the box.
|
/ /
|
|
|
|
|