UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No.)
Filed by the
Registrant [X]
Filed by a
Party other than the Registrant [ ]
Check the
appropriate box:
[X]
Preliminary Proxy Statement.
[ ]
Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
[ ]
Definitive Proxy Statement
[ ]
Definitive Additional Materials.
[ ]
Soliciting Material Pursuant to §240.14a-12
TORTOISE
ENERGY INFRASTRUCTURE CORPORATION
TORTOISE
ENERGY CAPITAL CORPORATION
TORTOISE
NORTH AMERICAN ENERGY CORPORATION
TORTOISE
CAPITAL RESOURCES CORPORATION
TORTOISE
POWER AND ENERGY INFRASTRUCTURE FUND, INC.
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the
appropriate box):
[X]
No fee required.
[ ]
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
[ ]
Fee paid previously with preliminary materials.
|
|
[ ]
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
TORTOISE
ENERGY INFRASTRUCTURE CORPORATION
TORTOISE
ENERGY CAPITAL CORPORATION
TORTOISE
NORTH AMERICAN ENERGY CORPORATION
TORTOISE
CAPITAL RESOURCES CORPORATION
TORTOISE
POWER AND ENERGY INFRASTRUCTURE FUND, INC.
11550
Ash Street, Suite 300
Leawood,
Kansas 66211
__________,
2010
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,
Tortoise North American Energy
Corporation, Tortoise Capital Resources Corporation and Tortoise Power and
Energy Infrastructure Fund, Inc.
(each a “Company” and collectively, the
“Companies”) on Friday, May 21, 2010 at 10:00 a.m., Central Time at
11550 Ash Street, Suite 300, Leawood, Kansas 66211.
At the
meeting, you will be asked (i) to elect two directors of the Company, (ii) other
than for Tortoise Capital Resources Corporation, 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, (iii) 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, 2010, each as more fully
discussed in the enclosed proxy statement, (iv) for Tortoise Capital Resources
Corporation only, to approve a proposal to authorize the Company to sell
warrants or securities to subscribe for or convertible into shares of common
stock and to issue the common shares underlying such warrants or securities upon
their exercise, and (v) to consider and take action upon such other
business as may properly come before the meeting, including the adjournment or
postponement thereof.
Enclosed
with this letter are answers to questions you may have about the proposals, the
formal notice of the meeting, the Companies’ combined proxy statement, which
gives detailed information about the proposals and why each Company’s Board of
Directors recommends that you vote to approve each of the Company’s proposals,
and the actual proxy for you to sign and return. If you have any
questions about the enclosed proxy or need any assistance in voting your shares,
please call 1-866-362-9331.
Your vote
is important. Please 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
TORTOISE
CAPITAL RESOURCES CORPORATION
TORTOISE
POWER AND ENERGY INFRASTRUCTURE FUND, INC.
ANSWERS
TO SOME IMPORTANT QUESTIONS
Q. WHAT
AM I BEING ASKED TO VOTE “FOR” ON THIS PROXY?
A. This
proxy contains three proposals for each Company: (i) to elect two directors to
serve until the 2013 Annual Stockholder Meeting: (ii) to ratify Ernst &
Young LLP as the Company’s independent registered public accounting firm; and
(iii) to consider and take action upon such other business as may properly
come before the meeting including the adjournment or postponement
thereof. This proxy also contains one additional proposal for each of
Tortoise Energy Infrastructure Corporation, Tortoise Energy Capital Corporation,
Tortoise North American Energy Corporation and Tortoise Power and Energy
Infrastructure Fund, Inc.: (i) 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; and one additional proposal for Tortoise
Capital Resources Corporation: (i) to consider and approve a proposal
authorizing the Company to sell warrants or securities to subscribe for or
convertible into shares of common stock and to issue the common shares
underlying such warrants or securities upon their exercise.
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 John R.
Graham. Only holders of preferred shares voting as a class are
entitled to vote on the election of H. Kevin Birzer. With respect to
Tortoise North American Energy Corporation, Tortoise Capital Resources
Corporation and Tortoise Power and Energy Infrastructure Fund, Inc., which do
not have any preferred shares outstanding, holders of common shares are entitled
to vote on the election of both John R. Graham and H. Kevin Birzer.
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.
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To the
Stockholders of:
|
Tortoise
Energy Infrastructure Corporation
|
|
T
ortoise Energy Capital
Corporation
|
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Tortoise
North American Energy Corporation
|
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Tortoise
Capital Resources Corporation
|
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Tortoise
Power and Energy Infrastructure Fund,
Inc.:
|
NOTICE IS
HEREBY GIVEN that the combined Annual Meeting of Stockholders of Tortoise Energy
Infrastructure Corporation, Tortoise Energy Capital Corporation, Tortoise North
American Energy Corporation, Tortoise Capital Resources Corporation and Tortoise
Power and Energy Infrastructure Fund, Inc., each a Maryland corporation (each a
“Company” and, collectively, the “Companies”), will be held on Friday, May 21,
2010 at 10:00 a.m. Central Time at 11550 Ash Street, Suite 300, Leawood, Kansas
66211 for the following purposes:
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1.
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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;
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2.
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For all Companies other than
Tortoise Capital Resources Corporation:
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;
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3.
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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,
2010;
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4.
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For Tortoise Capital
Resources Corporation:
To
consider and vote upon a proposal to authorize the Company to sell
warrants or securities to subscribe for or convertible into shares of
common stock and to issue the common stock underlying such warrants or
securities upon their exercise;
and
|
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5.
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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 March 1, 2010 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
_________,
2010
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
TORTOISE
CAPITAL RESOURCES CORPORATION
TORTOISE
POWER AND ENERGY INFRASTRUCTURE FUND, INC.
11550
Ash Street, Suite 300
Leawood,
Kansas 66211
1-866-362-9331
COMBINED
PROXY STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
MAY
21, 2010
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”),
Tortoise North
American Energy Corporation (“TYN”), Tortoise Capital Resources Corporation
(“TTO”) and Tortoise Power and Energy Infrastructure Fund, Inc. (“TPZ”)
(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 21, 2010. The Board of
Directors of each Company has fixed the close of business on March 1, 2010
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 _________, 2010.
Each
Company’s reports can be accessed through its link on its investment adviser’s
website (www.tortoiseadvisors.com) or on the Securities and Exchange
Commission’s (“SEC”) website (www.sec.gov).
Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting of Stockholders to be
Held on May 21, 2010:
This combined proxy statement is
available on the internet at
http://tygd.client.shareholder.com/annual-proxy.cfm. 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
|
Class of Stockholders of Each Company Entitled to
Vote
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For
Each Company
|
|
1.
To elect the following individuals as
directors for a term of
three years:
|
|
H.
Kevin Birzer
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For
each of TYG and TYY - Preferred Stockholders voting as a
class
For
each of TYN, TTO and TPZ – Common Stockholders voting as a
class
For
each of TYG and TYY – Common Stockholders and Preferred Stockholders,
voting as a single class
For
each of TYN, TTO and TPZ – Common Stockholders voting as a
class
|
For
Each of TYG, TYY, TYN and TPZ
|
|
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
each of TYN and TPZ – Common Stockholders voting as a
class
|
For
Each Company
|
|
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, 2010
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For
each of TYG and TYY - Common Stockholders and Preferred Stockholders,
voting as a single class
For
each of TYN, TTO and TPZ – Common Stockholders voting as a
class
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For TTO
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4.
To consider and vote upon a proposal to authorize the Company to sell
warrants or securities to subscribe for or convertible into shares of
common stock and to issue the common shares underlying such warrants or
securities upon their exercise
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For
TTO - Common Stockholders voting as a class
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For
Each Company
|
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5.
To consider and take action upon such other business as may properly come
before the meeting including the adjournment or postponement
thereof.
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For
each of TYG and TYY - Common Stockholders and Preferred Stockholders,
voting as a single class
For
each of TYN, TTO and TPZ – Common Stockholders voting as a
class
|
PROPOSAL
ONE
ELECTION
OF TWO DIRECTORS
The Board
of Directors of each Company unanimously nominated H. Kevin Birzer and John R.
Graham, following a recommendation by the Nominating and Governance Committee of
each of TYG, TYY, TYN and TPZ, and the Nominating, Corporate Governance and
Compensation Committee of TTO, for election as directors at the combined annual
meeting of stockholders of the Companies. Mr. Birzer and Mr. Graham
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. Birzer or Mr. Graham will be
unavailable to serve.
The
persons named on the accompanying proxy card intend to vote at the meeting
(unless otherwise directed) “FOR” the election of Mr. Birzer and Mr. Graham as
directors of each Company. Currently, each Company has four
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 term of Conrad S. Ciccotello expires on
the date of the 2011 annual meeting of stockholders of each Company and the term
of Charles E. Heath expires on the date of the 2012 annual meeting of
stockholders of each 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. Birzer and Mr. Charles E. Heath
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. Birzer 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. Graham as director of
that Company. For TYN, TTO and TPZ, holders of common shares will
vote as a class on the election of Mr. Birzer and Mr. Graham as directors of
that Company. Stockholders do not have cumulative voting
rights.
With
respect to each Company, if elected, Mr. Birzer and Mr. Graham will hold office
until the 2013 annual meeting of stockholders of each Company and until their
successors are duly elected and qualified. If either Mr. Birzer or
Mr. Graham 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 adviser, Tortoise Capital Advisors, L.L.C. (the “Adviser”),
and, as a result, as of March 31, 2010, the Fund Complex included TYG, TYY, TYN,
TTO, TPZ and Tortoise Total Return Fund, LLC (“TTRF”).
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
|
Nominee
For Director Who Is Independent:
|
John
R. Graham*
(Born
1945)
|
Director
of each Company since its inception (TYG in 2003, TYY, TYN and TTO in
2005, and TPZ in 2007).
|
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
|
*Mr.
Graham has also served as a Director of TTRF since its inception in
2007.
Nominee
For Director Who Is An Interested Person
|
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 adviser (1990 –
2009); formerly, Vice President, Corporate Finance Department, Drexel
Burnham Lambert (1986-1989);
formerly Vice
President, F. Martin Koenig & Co., an investment management firm
(1983- 1986); 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. Mr. Birzer has also served as a director and Chairman of
the Board of TTRF since its inception in
2007.
|
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
|
Remaining
Directors Who Are Independent:
|
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
|
Charles
E. Heath*
(Born
1942)
|
Director
of each Company since its inception.
|
Retired
in 1999. Formerly, Chief Investment Officer, GE Capital’s
Employers Reinsurance Corporation (1989-1999); Chartered Financial Analyst
(“CFA”) designation since 1974.
|
Six
|
None
|
*Messrs.
Ciccotello and Heath have also served as Directors of TTRF since its inception
in 2007.
Officers
. The
following table sets forth each 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. Russell and Mr. Thummel,
each of the following officers serves as an officer of TTRF.
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, TYY and TPZ 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; President of TTRF since 2007 and
Chief Executive Officer of TTRF from 2007 to December 2008; CFA
designation since 1992.
|
Six
|
None
|
Terry
C. Matlack
(Born
1956)
|
Chief
Financial Officer of each Company since its inception; Assistant Treasurer
of each of TYG, TYY and TYN from November 2005 to April 2008, of TTO from
2005 to April 2008; Treasurer of each of TYG, TYY and TYN 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;
Director of each Company from its inception
|
Managing
Director of the Adviser since 2002; Full-time Managing Director, Kansas
City Equity Partners L.C. (“KCEP”), a private equity firm (2001- 2002);
Chief Financial Officer of TTRF since its inception; Director of TTRF from
its inception to September 2009; Assistant Treasurer of TTRF from its
inception to April 2009; CFA designation since 1985
|
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
|
|
to
September 2009.
|
|
|
|
Zachary
A. Hamel
(Born
1965)
|
Senior
Vice President of each of TYY, TTO and TPZ since its inception and of each
of TYG and TYN since April 2007; Secretary of each of TYG, TYY, TYN and
TTO from its inception to April 2007.
|
Managing
Director of the Adviser since 2002; Partner, Fountain Capital
(1997-present); Senior Vice President of TTRF since its inception; CFA
designation since 1998.
|
Six
|
None
|
Kenneth
P. Malvey
(Born
1965)
|
Treasurer
of each of TYG, TYY, TYN and TTO since 2005; Senior Vice President of each
of TYY and TTO since its inception and of each of TYG, TYN and
TPZ since 2007; Assistant Treasurer of each of TYG, TYY and TYN 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 TTRF
since its inception; Chief Executive Officer of TTRF since December 2008;
CFA designation since 1996.
|
Six
|
None
|
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
|
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
|
Edward
Russell
(Born
1964)
|
President
of TTO since April 2007.
|
Senior
Investment Professional of the Adviser since 2006; formerly Managing
Director (1999-2006) in investment banking department of Stifel, Nicolaus
& Company, Incorporated, responsible for all of the energy and power
transactions, including all of the debt and equity transactions, prior to
joining the Adviser, for three of the closed-end public funds managed by
the Adviser, starting with the first public equity offering in February
2004, and the first private placement transaction for TTO.
|
One
|
Abraxas
Petroleum Corporation
|
Committees of the Board of Directors
of each Company
. Each Company’s Board of Directors currently
has four standing committees: (i) the Executive Committee; (ii)
the Audit Committee for each of TYG, TYY and TYN, and the Audit and Valuation
Committee for each of TPZ and TTO; (iii) the Nominating and Governance Committee
for each of TYG, TYY, TYN and TPZ, and the Nominating, Corporate Governance and
Compensation Committee for TTO; and (iv) the Compliance
Committee. Currently, all of the non-interested directors, Messrs.
Ciccotello, Graham and Heath, are the only members of each of these committees
for each Company. Each Company’s Executive Committee currently
consists of Mr. Birzer and Mr. Heath.
|
·
|
Executive
Committee
. The Executive Committee of each Company has
authority to exercise the powers of the Board (i) to address emergency
matters where assembling the full Board in a timely manner is
impracticable, or (ii) to address matters of an administrative or
ministerial nature. Mr. Birzer is an “interested person” of
each Company as defined by Section 2(a)(19) of the 1940 Act. In
the absence of either member of the Executive Committee, the remaining
member is authorized to act alone.
|
|
·
|
Audit Committee/Audit and
Valuation Committee
. The Audit Committee of each of TYG,
TYY and TYN, and the Audit and Valuation Committee of each of TPZ and TTO,
was established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
operates under a written charter adopted and approved by the Board, a
current copy of which is available at the Company’s link on the Adviser’s
website (
www.tortoiseadvisors.com
)
and in print to any stockholder who requests it from the Secretary of the
Company at 11550 Ash Street, Suite 300, Leawood, Kansas
66211. The 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 each
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 Committee Charter. TTO’s Audit and Valuation Committee
also reviews the portfolio company valuations proposed by the Adviser’s
investment committee. Each Committee member is “independent” as defined
under the applicable New York Stock Exchange listing standards, and none
are “interested persons” of the Company as defined in the 1940
Act. The Board of Directors of each company has determined that
Conrad S. Ciccotello is an “audit committee financial
expert.” In addition to his experience overseeing or assessing
the performance of companies or public accountants with respect to the
preparation, auditing or evaluation of financial statements, Mr.
Ciccotello has a Ph.D. in Finance.
|
|
·
|
Nominating and Governance
Committee
. Each Nominating and Governance Committee
(Nominating, Corporate Governance and Compensation Committee for TTO)
member is “independent” as defined under the New York Stock Exchange
listing standards, and none are “interested persons” of TYG, TYY, TYN, TPZ
or TTO as defined in the 1940 Act. The Nominating and Governance Committee
of each of TYG, TYY, TYN and TPZ 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, Corporate Governance and Compensation Committee of TTO
operates under a written charter adopted and approved by the Board, a
current copy of which is available on TTO’s website
(www.tortoiseadvisors.com/tto.cfm) and in print to any stockholder who
requests it from the Secretary of the Company at 11550 Ash Street, Suite
300, Leawood, Kansas 66211. The 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. TTO’s
Nominating, Corporate Governance and Compensation Committee also evaluates
and makes recommendations to the Board regarding director compensation
based on a formula adopted by the Committee.
The
Nominating and Governance Committee (Nominating, Corporate Governance and
Compensation Committee for TTO) will consider stockholder recommendations
for nominees for membership to the Board so long as such recommendations
are made in accordance with the Company’s Bylaws. Nominees
recommended by stockholders in compliance with the Bylaws of the Company
will be evaluated on the same basis as other nominees considered by the
Committee. Stockholders should see “Stockholder Proposals and Nominations
for the 2011 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 407 of Regulation S-K as promulgated by the SEC, or to be
a current director of the Company. The Committee has
the sole discretion to determine if an individual satisfies the foregoing
qualifications.
|
|
·
|
Compliance
Committee.
Each Compliance 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 TYG, TYY, TYN or TPZ currently
has a standing compensation committee. None of TYG, TYY, TYN or TPZ
has any employees and the New York Stock Exchange does not require boards of
directors of registered closed-end funds to have a standing compensation
committee.
The following table shows the number of
Board and committee meetings held during the fiscal year ended November 30, 2009
for each of the Companies:
|
TYG
|
TYY
|
TYN
|
TPZ
|
TTO
|
Board
of Directors
|
8
|
8
|
8
|
6
|
8
|
Executive
Committee
|
1
|
2
|
0
|
0
|
0
|
Audit
Committee (TYG, TYY, TYN)
|
2
|
2
|
2
|
N/A
|
N/A
|
Audit
and Valuation Committee (TTO, TPZ)
|
N/A
|
N/A
|
N/A
|
1
|
2
|
Nominating
and Governance
Committee
(TYG, TYY, TYN, TPZ)
|
1
|
1
|
1
|
1
|
N/A
|
Nominating,
Corporate Governance and Compensation Committee (TTO)
|
N/A
|
N/A
|
N/A
|
N/A
|
1
|
Compliance
Committee
|
1
|
1
|
1
|
0
|
1
|
During
the 2009 fiscal year, for each of the Companies, 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 of TYG, TYY, TYN and TTO attended the Company’s 2009 annual
meeting. TPZ’s initial public offering occurred in July 2009 and
therefore, it did not have an annual meeting of shareholders in
2009.
TTO has
designated Conrad S. Ciccotello as the presiding director to preside at all
executive sessions of the Company’s non-management directors. Executive sessions
of the Company’s non-management directors are held at least twice a year.
Stockholders and any interested parties may communicate directly with Mr.
Ciccotello, or with the non-management directors as a group, by writing to the
Secretary of the Company at its principal office at 11550 Ash Street, Suite 300,
Leawood, Kansas 66211.
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 2009 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
|
Aggregate
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 (3)
|
|
TYG
|
TYY
|
TYN
|
TPZ(2)
|
TTO
|
|
|
|
Independent
Persons
|
|
|
|
|
|
|
|
|
Conrad
S. Ciccotello
|
$48,000
|
$42,000
|
$24,000
|
$10,667
|
$33,000
|
$0
|
$0
|
$188,917
|
John
R. Graham
|
$45,041
|
$39,041
|
$24,082
|
$10,333
|
$30,041
|
$0
|
$0
|
$177,829
|
Charles
E. Heath
|
$45,000
|
$39,000
|
$24,000
|
$10,333
|
$30,000
|
$0
|
$0
|
$177,583
|
(1) No
amounts have been deferred for any of the persons listed in the
table.
(2)
|
Amounts
reflect payments for fiscal 2009, which was not a full fiscal
year. For fiscal 2010 each Independent Director will receive a
$3,000 retainer, the audit committee chair will receive an additional
$2,000 retainer and each other committee chair will receive a $1,000
retainer. In addition, each Independent Director will receive a fee of
$2,000 (and reimbursement for related expenses) for each meeting of the
Board of Directors or Audit and Valuation Committee he or she attends in
person (or $1,000 for each Board of Directors or Audit and Valuation
Committee meeting attended telephonically, or for each Audit and Valuation
Committee meeting attended in person that is held on the same day as a
Board of Directors meeting). Independent Directors also receive
$1,000 for each other committee meeting attended in person or
telephonically (other than Audit and Valuation Committee
meetings).
|
(3)
|
Amounts
include compensation paid to independent directors as directors of
Tortoise Gas and Oil Corporation which was reorganized into TYN in
September 2009.
|
Required
Vote
. With respect to each of TYG and TYY, Mr. Graham 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. Birzer 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, TTO and TPZ, Mr. Birzer and Mr.
Graham 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. Graham,
and each preferred share is entitled to one vote in the election of Mr.
Birzer. With respect to TYN, TTO and TPZ, each common share is
entitled to one vote in the election of Mr. Graham and one vote in the election
of Mr. Birzer.
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. Graham as a director
and that the preferred stockholders of that Company vote “for” Mr. Birzer as a
director. The Board of Directors of TYN, TTO and TPZ unanimously
recommends that the common stockholders of that Company vote “for” Mr. Graham as
a director and “for” Mr. Birzer as a director.
PROPOSAL
TWO
APPROVAL
TO SELL COMMON SHARES
BELOW
NET ASSET VALUE
Each of
TYG, TYY, TYN and TPZ 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 of these
Companies to sell its common shares below NAV if they obtain stockholder
approval.
Each of
TYG, TYY, TYN and TPZ 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 2011 annual meeting of stockholders for that Company,
whichever is earlier.
The Board
of Directors of each of TYG, TYY, TYN and TPZ, 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 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 the common stock of each
of TYG, TYY, TYN and TPZ, as reported on the New York Stock Exchange, and the
closing sales price as a percentage of NAV for its two previous fiscal years (or
since its initial public offering for TPZ). On ____________, 2010, 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, $____ per share for TYN and
$______ per share for TPZ.
|
|
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, 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%
|
TPZ
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
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%
|
TPZ
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
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%
|
TPZ
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
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%
|
TPZ
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Fiscal
Year Ended November 30, 2009
|
|
|
|
|
|
First
Quarter
|
|
|
|
|
|
TYG
|
$18.50
|
$22.85
|
$15.55
|
23.5%
|
-15.9%
|
TYY
|
$14.42
|
$17.30
|
$10.48
|
20.0%
|
-27.3%
|
TYN
|
$12.72
|
$14.15
|
$8.06
|
11.2%
|
-36.6%
|
TPZ
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Second
Quarter
|
|
|
|
|
|
TYG
|
$21.78
|
$26.00
|
$16.84
|
19.4%
|
-22.7%
|
TYY
|
$17.21
|
$18.25
|
$13.25
|
6.0%
|
-23.0%
|
TYN
|
$16.70
|
$15.46
|
$9.91
|
-7.4%
|
-40.7%
|
TPZ
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Third
Quarter
|
|
|
|
|
|
TYG
|
$22.92
|
$27.90
|
$24.03
|
21.7%
|
4.8%
|
TYY
|
$18.01
|
$20.74
|
$17.00
|
15.2%
|
-5.6%
|
TYN
|
$17.67
|
$18.89
|
$14.96
|
6.9%
|
-15.3%
|
TPZ
|
$19.00
|
$20.10
|
$20.00
|
5.8%
|
5.3%
|
Fourth
Quarter
|
|
|
|
|
|
TYG
|
$25.53
|
$29.50
|
$24.17
|
15.6%
|
-5.3%
|
TYY
|
$19.90
|
$22.38
|
$17.98
|
12.5%
|
-9.6%
|
TYN
|
$20.22
|
$20.46
|
$16.41
|
1.2%
|
-18.8%
|
TPZ
|
$20.55
|
$20.00
|
$18.36
|
-2.7%
|
-10.7%
|
_________________
|
|
|
|
|
|
|
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.
|
|
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 of
TYG, TYY,
TYN and TPZ
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
majority of the Company's directors who have no financial interest in the
transaction and a majority of the Company's independent directors have
determined that any such sale would be in the best interests of the
Company and its stockholders; and
|
|
·
|
a
majority of the Company's directors who have no financial interest in the
transaction and a majority of the Company's independent 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
majority of the Company's directors who have no financial interest in the
transaction and a majority of the Company's independent 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%.
|
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 of TYG, TYY, TYN and TPZ, 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 interested director 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 of
TYG’s, TYY’s, TYN’s and TPZ’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.
Finally,
any sale of substantial amounts of a Company's common stock in the open market
may adversely affect the market price of its common stock. In
addition, future sales of a Company's common stock to the public may create a
potential market overhang, which is the existence of a large block of shares
readily available for sale that could lead the market to discount the value of
shares held by other investors.
Required
Vote
For each
of TYG, TYY, TYN and TPZ, 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 of TYG, TYY, TYN and TPZ 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,
2010. E&Y’s selection was approved by each Company’s Audit
Committee (Audit and Valuation Committee in the case of TTO and
TPZ). 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.
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; TYN
in October 2005; TTO in December 2005 and TPZ in July 2009) 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 (Audit and Valuation Committee in the case of TTO and TPZ) 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, TTO and TPZ, 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.
PROPOSAL
FOUR
APPROVAL
FOR TTO TO SELL OR OTHERWISE ISSUE WARRANTS OR SECURITIES TO SUBSCRIBE FOR OR
CONVERTIBLE INTO SHARES OF COMMON STOCK AND TO ISSUE THE COMMON SHARES
UNDERLYING SUCH WARRANTS OR
SECURITIES
UPON THEIR EXERCISE
General
Information
The
Board of Directors of TTO believes it would be in the Company’s and its
stockholders’ best interests to have the ability to sell or otherwise issue
warrants, securities (options or rights) (“Securities”) to subscribe for or
convertible into shares of its common stock.
As a business
development company, Section 61(a) (in conjunction with Section 18(d)) of
the 1940 Act generally prohibits the Company from issuing a security that
includes a warrant or a right to subscribe to or purchase its common stock
unless it meets certain conditions, including obtaining stockholder approval. As
a result, the Company is generally precluded from issuing warrants or securities
to subscribe for or convertible into shares of common stock unless the Company
obtains stockholder approval as to the issuance of such warrants or securities
and meets certain other conditions.
Specifically, any warrants or securities must expire
by their terms within ten (10) years and if such warrants or securities are
accompanied by any other security of the Company at the time they are issued,
then such warrants or securities cannot be transferred separately from that
other security unless any class of the warrants or securities or the
accompanying securities have been publicly distributed. In addition,
the exercise or conversion price of the warrants or securities cannot be less
than the current market value of the common shares of the Company at the date of
issuance, or if no such market value exists, the current NAV of the common
shares of the Company. The issuance of
such
warrants or securities must also be approved by a majority of the Company’ Board
of Directors who have no financial interest in the transaction and a majority of
the independent directors on the basis that such issuance is in the best
interests of the Company and its stockholders. F
inally, the
amount of common stock issuable upon the exercise of all outstanding warrants or
securities cannot exceed 25% of the common shares of the Company outstanding
when the warrants or securities are issued. The subsequent issuance
of common shares of the Company upon exercise of properly authorized warrants or
securities is permitted
without regard to the NAV or market value of the
common shares of the Company at the time of exercise. If this
proposal is approved, no further authorization from the stockholders will be
solicited prior to the issuance of any securities in accordance with the terms
of this proposal.
Background
and Reasons
In
order to provide TTO with flexibility to raise capital, the Company is seeking
approval of this proposal so that it may, in one or more transactions, sell
warrants or securities to subscribe for or convertible into shares of the
Company’s common stock, either as part of an offering of other securities issued
by the Company, or independent of an offering of any securities of the
Company. The stockholders of the Company previously granted the
Company the authority to sell warrants or options to acquire common shares and
to issue the common shares underlying such warrants or options upon their
exercise at the Company’s 2009 annual meeting.
The
Board of Directors, including a majority of the 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.
The Company believes
that current global economic conditions have created, and the Company believes
will continue to create, favorable opportunities to invest at attractive
risk-adjusted returns. Because the Company generally attempts to remain fully
invested and does not maintain excess cash, the Company is seeking flexibility
to raise additional capital by selling warrants or securities to subscribe for
or convertible into shares of the Company’s common stock and to issue the common
shares underlying such warrants or securities so that it may take advantage of
these opportunities. The Company also expects that situations may arise in which
it is in the best interests of the Company to retire outstanding leverage, if
any. Approval of this proposal would give the Company the flexibility
to sell, either alone or in conjunction with the sale of another security of the
Company, warrants or securities to subscribe for or convertible into shares of
the Company’s common stock as part of the Company’s financing and capital
raising activities, and to issue the common shares underlying such warrants or
securities upon their exercise.
The
Board of Directors of the Company believes that the Company having the
flexibility to issue warrants or securities to subscribe for or convertible into
shares of the Company’s common stock in certain instances will benefit all
stockholders of the Company. This ability may provide the Company its
most cost-effective way to raise capital to promptly capitalize on investment
opportunities or to retire outstanding leverage, if any. The issuance
of warrants or securities may also lower the Company’s expense ratio by
spreading fixed costs over a larger asset base. The issuance of
additional common shares resulting from the exercise of any warrants or
securities might also enhance the liquidity of the Company’s common shares on
the New York Stock Exchange.
Dilution
Your
interest in TTO may be diluted if it issues warrants or securities to subscribe
for or convertible into shares of the Company’s common stock. The
Company cannot state precisely the amount of any such dilution because it does
not know at this time what number of shares of common stock would be issuable
upon exercise or conversion of any such securities that are ultimately issued.
Because the exercise or conversion price per share could be less than NAV at the
time of exercise or conversion (including through the operation of anti-dilution
protections) and because the Company would incur expenses in connection with any
issuance of such securities, such issuance could result in a dilution of NAV at
the time of exercise or conversion. The amount of any decrease in NAV is not
predictable because it is not known at this time what the exercise or conversion
price and NAV will be at the time of exercise or conversion or what number or
amount (if any) of such securities will be issued. Such dilution could be
substantial.
This proposal
does not limit the Company’s ability to issue securities to subscribe for or
convertible into shares of its common stock at an exercise or conversion price
below NAV at the time of exercise or conversion (including through the operation
of anti-dilution protections). The only requirement with respect to the exercise
or conversion price is that it be not less than the greater of the market value
per share of the Company’s common stock and the net asset value per share of the
Company’s common stock on the date of issuance.
Before
voting on this proposal or giving proxies with regard to this matter,
stockholders should consider the potentially dilutive effect of the issuance of
shares of the Company’s common stock at an exercise or conversion price that is
less than NAV at the time of exercise or conversion and the expenses associated
with such issuance. Any exercise of warrants or securities to subscribe for or
convertible into shares of the Company’s common stock at an exercise or
conversion price that is below NAV at the time of such exercise or conversion,
would result in an immediate dilution to existing common stockholders. This
dilution would include reduction in NAV as a result of the proportionately
greater decrease in a
stockholder’s
interest in the earnings and assets of the Company and voting interest in the
Company than the increase in the assets of the Company resulting from such
issuance.
The
1940 Act establishes a connection between common stock sale price and NAV
because, when stock is issued at a price below NAV, the resulting increase in
the number of outstanding shares is not accompanied by a proportionate increase
in the net assets of the issuer. The Board of Directors of the Company will
consider the potential dilutive effect of the issuance of warrants or securities
to subscribe for or convertible into shares of the Company’s common stock when
considering whether to authorize any such issuance.
Required
Vote
This
proposal must be approved by the affirmative vote of a majority of the votes
cast by common stockholders, in person or by proxy, at the
meeting. For the purposes of the vote on this proposal, abstentions
and broker non-votes will not be counted as votes cast and will have no effect
on the result of the vote.
BOARD
RECOMMENDATION
The
Board of Directors of TTO unanimously recommends that stockholders of the
Company vote “for” the proposal to allow the Company to sell warrants or
securities to subscribe for or convertible into shares of common stock of the
Company and to issue the common shares underlying such warrants or securities
upon their exercise, subject to the conditions of this
proposal.
AUDIT
COMMITTEE REPORT – TYG, TYY, TYN and
AUDIT
AND VALUATION COMMITTEE REPORT – TPZ and TTO
The Audit
Committee of each of TYG, TYY and TYN, and the Audit and Valuation Committee of
each of TTO and TPZ, reviews the Company’s annual financial statements with both
management and the independent auditors. The Audit and Valuation
Committee of TTO reviews the portfolio company valuations proposed by the
Adviser’s investment committee.
The Audit
Committee or Audit and Valuation Committee, as applicable, 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 or Audit and Valuation Committee, as applicable, has reviewed and
discussed the Company’s audited financial statements for the fiscal year ended
November 30, 2009 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 or Audit and Valuation Committee, as applicable, of each Company has
also discussed with the independent auditors the matters required to be
discussed by the Statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards
,
Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight
Board in Rule 3200T. The independent auditors provided to each
Company’s Audit Committee or Audit and Valuation Committee, as applicable, 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 or Audit and Valuation Committee, as
applicable, concerning independence, and each Company’s Audit Committee, or
Audit and Valuation Committee, as applicable, 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 or Audit and Valuation Committee’s review and discussions
with management and the independent auditors, the representations of management
and the reports of the independent auditors to the committee, the Audit
Committee or Audit and Valuation Committee, as applicable, 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 of
|
|
TYG, TYY and
TYN
|
|
and
|
|
The Audit and
Valuation Committee of each of
|
|
TTO and
TPZ
|
|
|
|
|
|
Conrad S. Ciccotello
(Chairman)
|
|
Charles E.
Heath
|
|
John R. Graham
|
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Each
Company’s Audit Committee (Audit and Valuation Committee in the case of TTO and
TPZ) 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, 2010. 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, 2009 and 2008 by E&Y, respectively:
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Audit
Fees
(1)
|
|
$
|
157,000
|
|
|
$
|
259,000
|
|
|
$
|
179,000
|
|
|
$
|
191,000
|
|
|
$
|
205,000
|
|
|
$
|
92,000
|
|
Audit-Related
Fees
(2)
|
|
$
|
6,000
|
|
|
$
|
8,000
|
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
|
|
-
|
|
|
$
|
3,000
|
|
Tax
Fees
(3)
|
|
$
|
47,000
|
|
|
$
|
60,000
|
|
|
$
|
47,000
|
|
|
$
|
49,000
|
|
|
$
|
56,000
|
|
|
$
|
26,000
|
|
All
Other Fees
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Aggregate
Non-Audit Fees
|
|
$
|
53,000
|
|
|
$
|
68,000
|
|
|
$
|
50,000
|
|
|
$
|
52,000
|
|
|
$
|
56,000
|
|
|
$
|
29,000
|
|
|
|
TTO
|
TPZ
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Audit
Fees
(1)
|
|
$
|
131,000
|
|
|
$
|
280,000
|
|
|
$
|
42,000
|
|
|
(4)
|
|
Audit-Related
Fees
(2)
|
|
|
-
|
|
|
|
-
|
|
|
$
|
3,000
|
|
|
(4)
|
|
Tax
Fees
(3)
|
|
$
|
37,000
|
|
|
$
|
29,000
|
|
|
$
|
17,000
|
|
|
(4)
|
|
All
Other Fees
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
(4)
|
|
Aggregate
Non-Audit Fees
|
|
$
|
37,000
|
|
|
$
|
29,000
|
|
|
$
|
20,000
|
|
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|
(4)
|
TPZ
commenced operations on July 31, 2009 and did not pay E&Y any fees in
2008.
|
The Audit
Committee of each Company (Audit and Valuation Committee in the case of TTO and
TPZ) has adopted pre-approval polices and procedures. Under these
policies and procedures, the Audit
Committee
of each Company (Audit and Valuation Committee in the case of TTO and TPZ)
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 (Audit and
Valuation Committee in the case of TTO and TPZ) 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 (Audit and Valuation Committee in the
case of TTO and TPZ) 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 (Audit and Valuation Committee in the case of TTO and
TPZ) 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 (Audit and Valuation Committee in the case of TTO and
TPZ) 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, 2009 and 2008, the Adviser incurred
approximately $0 and $13,610 in fees, respectively, payable to E&Y in
connection with determining the Adviser’s compliance with GIPS® standards in
2006. Additionally, for services delivered in 2009, the Adviser paid
$129,633 in 2009 for research and consultations relating to fund structure, tax
and accounting, and audit-related fees relating to closed-end management
investment companies prior to their initial public offerings, and $2,315 in 2008
for general tax consulting services delivered in 2008. These
non-audit services were not required to be preapproved by each Company’s Audit
Committee (Audit and Valuation Committee in the case of TTO and
TPZ). 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 (Audit and Valuation Committee in the case of TTO and
TPZ) 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.
SECURITY
OWNERSHIP OF MANAGEMENT AND
CERTAIN
BENEFICIAL OWNERS
At
December 31, 2009, 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 C
ompany,
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested
Persons
|
|
TYG
|
|
|
TYY
|
|
|
|
TYN
|
|
H.
Kevin Birzer
|
|
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
|
|
John
R. Graham
|
|
Over
$100,000
|
|
|
Over
$100,000
|
|
|
|
$10,001-$50,000
|
|
Charles
E. Heath
|
|
Over
$100,000
|
|
|
Over
$100,000
|
|
|
|
$10,001-$50,000
|
|
Director
|
|
Aggregate Dollar Range of
Holdings
in the Company (1)
|
Aggregate
Dollar
Range of Holdings
in
Funds Overseen by
Director in
Fund Complex
|
|
|
|
|
|
|
|
|
|
|
Interested
Persons
|
|
TTO
|
|
|
TPZ
|
|
|
|
|
H.
Kevin Birzer
|
|
Over
$100,000
|
|
|
$10,001-$50,000
|
|
|
|
Over
$100,000
|
|
|
|
|
|
|
|
|
|
|
Independent
Persons
|
|
|
|
|
|
|
|
|
|
Conrad S. Ciccotello
|
|
$10,001-$50,000
|
|
|
$10,001-$50,000
|
|
|
|
Over
$100,000
|
John
R. Graham
|
|
$10,001-$50,000
|
|
|
$10,001-$50,000
|
|
|
|
Over
$100,000
|
Charles
E. Heath
|
|
|
|
|
$50,001-$100,000
|
|
|
|
Over
$100,000
|
__________________________
(1)
|
Based
on the closing price of each Company’s common shares on the New York Stock
Exchange on December 31, 2009.
|
(2)
|
Amounts
based on the closing price of each Company’s common shares on the New York
Stock Exchange on December 31, 2009, and the NAV of TTRF as of December
31, 2009.
|
At December 31, 2009, each director,
each officer and the directors and officers as a group, beneficially owned (as
determined pursuant to Rule 13d-3 under the Exchange Act) the following number
of shares of common and preferred stock of each Company (or percentage of
outstanding shares). Unless otherwise indicated each individual has
sole investment and voting power with respect to the shares listed.
|
|
Number
of Shares
|
|
|
|
TYG
Common Shares
|
|
|
TYG
Preferred Shares
|
|
|
TYY
Common
Shares
|
|
|
TYY
Preferred
Shares
|
|
|
TYN
Common
Shares
|
|
|
TTO
Common
Shares
|
|
|
TPZ
Common
Shares
|
|
Independent
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conrad
Ciccotello
|
|
|
3,060.22
|
|
|
|
0
|
|
|
|
1,820.27
|
|
|
|
0
|
|
|
|
2,122.11
|
|
|
|
3,136.50
|
(1)
|
|
|
644.87
|
(2)
|
John
Graham
|
|
|
10,492.49
|
(3)
|
|
|
0
|
|
|
|
4,427.79
|
(4)
|
|
|
0
|
|
|
|
1,946.53
|
(5)
|
|
|
6,217.54
|
(6)
|
|
|
859.82
|
(5)
|
Charles
Heath
|
|
|
8,000.00
|
(7)
|
|
|
0
|
|
|
|
6,300.00
|
(8)
|
|
|
0
|
|
|
|
1,521.88
|
(9)
|
|
|
4,645.77
|
(10)
|
|
|
2,500.00
|
(
11
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested
Directors and Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H.
Kevin Birzer
|
|
|
39,972.44
|
(12)
|
|
|
0
|
|
|
|
15,834.10
|
(13)
|
|
|
0
|
|
|
|
6,311.34
|
(14)
|
|
|
26,920.78
|
(15)
|
|
|
1,100.00
|
(
16
)
|
Terry
Matlack
|
|
|
12,883.54
|
(17)
|
|
|
2,500
|
(17)
|
|
|
11,148.70
|
(18)
|
|
|
2,500
|
(17)
|
|
|
12,448.26
|
(17)
|
|
|
9,576.51
|
(19)
|
|
|
3,160.54
|
(17)
|
Zachary
A. Hamel
|
|
|
4,235.09
|
(20)
|
|
|
1,000
|
|
|
|
4,150.11
|
(21)
|
|
|
1,000
|
|
|
|
529.00
|
|
|
|
5,887.39
|
(22)
|
|
|
1,000.00
|
|
Kenneth
P. Malvey
|
|
|
8,847.38
|
(23)
|
|
|
8,500
|
|
|
|
1,567.51
|
(24)
|
|
|
0
|
|
|
|
2,097.06
|
(25)
|
|
|
8,421.17
|
(26)
|
|
|
1,600.00
|
(27)
|
David
J. Schulte
|
|
|
4,784.09
|
(28)
|
|
|
0
|
|
|
|
2,801.75
|
(29)
|
|
|
1,000
|
|
|
|
6,111.53
|
(30)
|
|
|
13,292.85
|
(31)
|
|
|
2,250.00
|
|
Edward
Russell
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
6,810.20
|
|
|
|
N/A
|
|
Rob
Thummel
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
816.45
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors
and Officers as a Group (8 for TYG, TYY and TPZ; 9 for TYN and
TTO)
|
|
|
92,275.24
|
|
|
|
12,000
|
|
|
|
48,050.24
|
|
|
|
4,500
|
|
|
|
33,904.15
|
|
|
|
84,908.70
|
(32)
|
|
|
10,615.24
|
|
|
|
%
of Outstanding Shares
(33)
|
|
|
|
TYG
Common Shares
|
|
|
TYG
Preferred Shares
|
|
|
TYY
Common
Shares
|
|
|
TYY
Preferred
Shares
|
|
|
TYN
Common
Shares
|
|
|
TTO
Common
Shares
|
|
|
TPZ
Common
Shares
|
|
Independent
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conrad
Ciccotello
|
|
|
*
|
|
|
|
N/A
|
|
|
|
*
|
|
|
|
N/A
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
John
Graham
|
|
|
*
|
|
|
|
N/A
|
|
|
|
*
|
|
|
|
N/A
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
Charles
Heath
|
|
|
*
|
|
|
|
N/A
|
|
|
|
*
|
|
|
|
N/A
|
|
|
|
*
|
|
|
|
*
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested
Directors and Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H.
Kevin Birzer
|
|
|
*
|
|
|
|
N/A
|
|
|
|
*
|
|
|
|
N/A
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
Terry
Matlack
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
Zachary
A. Hamel
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
Kenneth
P. Malvey
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
N/A
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
David
J. Schulte
|
|
|
*
|
|
|
|
N/A
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
Edward
Russell
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
*
|
|
|
|
N/A
|
|
Rob
Thummel
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
*
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors
and Officers as a Group (8 for TYG, TYY and TPZ; 9 for TYN and
TTO)
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
*Indicates
less than 1%.
(1)
|
Mr. Ciccotello
holds 1,011.59 of these shares jointly with his wife. Includes
250 shares of common stock that may be acquired through warrants that are
currently exercisable.
|
(2)
|
Mr.
Ciccotello holds these shares jointly with his
wife.
|
(3)
|
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.
|
(4)
|
Includes
1,377.01 shares held in the John R. Graham Trust, of which Mr. Graham is
the sole trustee.
|
(5)
|
All
shares held in the John R. Graham Trust, of which Mr. Graham is the sole
trustee.
|
(6)
|
These
shares are held of record by the John R. Graham Trust U/A dtd 1/3/92, John
R. Graham, sole trustee and include warrants to purchase 1,000 shares of
common stock that may be acquired through warrants that are currently
exercisable.
|
(7)
|
All
shares held by the Charles E. Heath Trust, of which Mr. Heath is a
trustee.
|
(8)
|
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.
|
(9)
|
All
shares held by the Charles E. Heath Trust #1, of which Mr. Heath is a
trustee.
|
(10)
|
These
shares are held of record by the Charles E Health Trust # 1 dtd U/A
2/1/92, of which Mr. Heath is a trustee, and include 750 shares of common
stock that may be acquired through warrants that are currently
exercisable.
|
|
All
shares held by the Charles E. Heath Trust #1, Trust B, of which Mr. Heath
is a Trustee.
|
(12)
|
Includes
28,841.20 shares Mr. Birzer holds jointly with his wife and 1,688.17
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.
|
(13)
|
Includes
15,007.78 shares Mr. Birzer holds jointly with his wife and 826.32 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.
|
(14)
|
Includes
4,440.31 shares Mr. Birzer owns jointly with his wife and 812.03 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.
|
(15)
|
Mr. Birzer
holds 25,720.78 shares and 1,325 warrants jointly with his wife and holds
1,200 shares for the benefit of his children in an account established
under the Kansas Uniform Transfer to Minor’s Act for which his wife is the
custodian. Includes 1,325 shares of common stock that may be
acquired through warrants that are currently
exercisable.
|
(16)
|
Includes
500 shares Mr. Birzer holds jointly with his wife and 600 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.
|
(17)
|
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.
|
(18)
|
Includes
10,720.91 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.
|
(19)
|
These
shares are held of record by the Matlack Living Trust dtd 12/30/2004, for
which Mr. Matlack and his wife are co-trustees and include 616 shares of
common stock that may be acquired through warrants that are currently
exercisable.
|
(20)
|
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.
|
(21)
|
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.
|
(22)
|
Includes
416 shares of common stock that may be acquired through warrants that are
currently exercisable.
|
(23)
|
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
|
(24)
|
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.
|
(25)
|
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.
|
(26)
|
Mr.
Malvey holds 100 shares for the benefit of his child in an account for
which he is the custodian, and holds 166 warrants jointly with his wife;
1,500 shares are held by his wife. Includes 347 shares of
common stock that may be acquired through warrants that are currently
exercisable.
|
(27)
|
Includes
750 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.
|
(28)
|
Includes
1,300 shares held jointly with his
wife.
|
(29)
|
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.
|
|
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.
|
|
Includes
1,128 shares of common stock that may be acquired through warrants that
are currently exercisable. Mr. Schulte holds 12,083 shares and
966 warrants jointly with his wife; 200 shares are held in accounts for
spouse’s children for which she is the custodian and of which Mr. Schulte
disclaims beneficial ownership.
|
(32)
|
Includes
5,832 shares of common stock that may be acquired through warrants that
are currently exercisable.
|
(33)
|
Based
on the following shares outstanding as of December 31,
2009: 24,037,087 shares of TYG common stock, 7,300,000 shares
of TYG preferred stock, 17,892,957 shares of TYY common stock, 6,500,000
shares of TYY preferred stock, 6,262,660 shares of TYN common stock,
9,078,090 shares of TTO common stock and 6,909,807 shares of TPZ common
stock.
|
As of
December 31, 2009, to the knowledge of TYG, no person held (sole or shared)
power to vote or dispose of more than 5% of the outstanding common shares of
TYG. As of December 31, 2009, to the knowledge of TYY, no person held
(sole or shared) power to vote or dispose of more than 5% of the outstanding
common shares or more than 5% of the outstanding preferred shares of
TYY. As of December 31, 2009, 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. As of December 31, 2009, to the knowledge of TPZ, no person held
(sole or shared) power to vote or dispose of more than 5% of the outstanding
shares of TPZ. The table below indicates the persons known to TYG to
own 5% or more of its shares of preferred stock as of December 31,
2009. 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 TYG
Preferred Shares
|
Percent of Class
|
Karpus
Management, Inc., d/b/a Karpus Investment Management (1)
183
Sully’s Trail
Pittsford,
New York 14534
|
517,200
|
7.1%
|
(1)
|
Information
with respect to this beneficial owner and its beneficial ownership is
based on a Schedule 13G filed on February 5,
2010.
|
The table
below indicates the persons know to TTO to own 5% or more of its shares of
common stock as of December 31, 2009. The beneficial owners listed
below share the power to vote and dispose of the shares listed in the table
below.
Name and Address
|
Number
of TTO
Common Shares
|
Percent of Class
|
Kenmont
Investments Management, L.P.(1)
711
Louisiana Street, Suite 1750
Houston,
Texas 77022
|
685,975
(1)
|
7.3%
(1)
|
(1)
|
Information
with respect to Kenmont entities is based on a Schedule 13G amendment
filed on February 16, 2010. Kenmont Investments Management,
L.P. (“Kenmont”) serves as investment manager to several entities that
beneficially own the Company’s securities, each of which is more fully
described in that Schedule 13G amendment. Includes 281,666
shares of common stock that may be acquired through warrants that are
currently exercisable.
|
|
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS
|
Investment Advisory
Agreement
. Tortoise Capital Advisors, LLC is each Company’s
investment adviser. The Adviser’s address is 11550 Ash Street, Suite
300, Leawood, Kansas 66211. As of January 31, 2010, the Adviser had
approximately $3.0 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 September 15, 2009 (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. In its last fiscal year, TYG incurred $7,518,220 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 September 15, 2009 (the "TYY Advisory Agreement"), 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 $4,378,566 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
September 15, 2009 (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 has contractually agreed to waive a portion of
the fee equal to 0.10% of the average monthly Managed Assets for the period from
January 1, 2009 through December 31, 2010 and to waive fees in the amount of
0.05 percent of average monthly Managed Assets from January 1, 2011 through
December 31, 2011. In its last fiscal year, TYN incurred $815,124 in
net fees due to the Adviser under the TYN Advisory Agreement.
Pursuant
to the terms of an investment advisory agreement between TTO and the Adviser,
dated September 15, 2009 (the “Advisory Agreement”), TTO pays the Adviser a fee
consisting of two components - a base management fee and an incentive
fee. The base management fee is paid quarterly in arrears, and is
equal to 0.375% (1.5% annualized) of TTO’s average monthly Managed Assets for
such quarter.
The
incentive fee consists of two parts. The first part, the investment
income fee, is calculated and payable quarterly in arrears and will equal 15% of
the excess, if any, of TTO’s net investment income for the fiscal quarter over a
quarterly hurdle rate equal to 2% (8% annualized) of TTO’s average monthly net
assets for the quarter.
The
second part of the incentive fee, the capital gains fee, will be determined and
payable in arrears as of the end of each fiscal year (or, upon termination of
the Advisory Agreement, as of the termination date), and will equal (i) 15%
of (a) TTO’s net realized capital gains on a cumulative basis from the
commencement of TTO’s operations on December 8, 2005 to the end of each
fiscal year, less (b) any unrealized capital depreciation at the end of
such fiscal year, less (ii) the aggregate amount of all capital gains fees
paid to the Adviser in prior fiscal years. The calculation of the
capital gains fee does not include any capital gains that result from that
portion of any scheduled periodic distributions made possible by the normally
recurring cash flow from the operations of portfolio companies (“Expected
Distributions”)
that are characterized by TTO as return of capital for U.S. generally accepted
accounting principles (“GAAP”) purposes. In that regard, any such
return of capital will not be treated as a decrease in the cost basis of an
investment for purposes of calculating the capital gains fee. This
does not apply to any portion of any distribution from a portfolio company that
is not an Expected Distribution.
The
Adviser agreed to reimburse TTO for expenses incurred in 2009, and has
agreed that it will reimburse TTO for expenses incurred beginning January
1, 2010 and ending December 31, 2010, in each
case in
an amount equal to an annual rate of 0.25% of TTO’s average monthly Managed
Assets. In fiscal year 2009, the Company incurred approximately
$1,126,327 in base management fees due to the Adviser under the Advisory
Agreement, net of $225,266 in expenses reimbursed by the
Adviser. During the year ended November 30, 2009, TTO accrued no
investment income incentive fees or capital gains incentive
fees. Pursuant to the Advisory Agreement, the capital gains incentive
fee is paid annually only if there are realization events and only if the
calculation defined in the agreement results in an amount due. As of
November 30, 2009, no amount was required to be paid for capital gains incentive
fees.
TTO has
also entered into an Administration Agreement with the Adviser pursuant to which
the Adviser acts as TTO’s administrator and performs (or oversees or arranges
for the performance of) the administrative services necessary for TTO’s
operation, including without limitation providing TTO with equipment, clerical,
book keeping and record keeping services. For these services TTO pays the
Adviser a fee equal to 0.07% of TTO’s aggregate average daily Managed Assets up
to and including $150 million, 0.06% of aggregate average daily Managed Assets
on the next $100 million, 0.05% of aggregate average daily Managed Assets on the
next $250 million and 0.02% on the balance of TTO’s aggregate average daily
Managed Assets. The continuation of the administration agreement was approved by
the Board of Directors, including the independent directors, on November 9,
2009.
The
Adviser has entered into a sub-Advisory Agreement with Kenmont. Kenmont is a
registered investment Adviser with experience investing in privately-held and
public companies in the U.S. energy and power sectors. Kenmont provides
additional contacts and enhances the number and range of potential investment
opportunities in which
TTO
has the
opportunity to invest. The Adviser compensates Kenmont for the services it
provides to
TTO
. The Adviser
also indemnifies and holds the Company harmless from any obligation to pay or
reimburse Kenmont for any fees or expenses incurred by Kenmont in providing such
services to
TTO
. Kenmont will
be indemnified by the Adviser for certain claims related to the services it
provides and obligations assumed under the sub-advisory
agreement.
Based on a Schedule 13G
amendment filed on February 16, 2010, entities managed by Kenmont own
approximately 7.3% of TTO’s common shares (including 281,666 shares of common
stock that may be acquired through warrants that are currently
exercisable).
Pursuant
to the terms of an Advisory Agreement between TPZ and the Adviser,
dated September 15, 2009 (the "TPZ Advisory Agreement"), TPZ 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 Advisor has agreed to a fee waiver of 0.15% of
Managed Assets through July 31, 2010, 0.10% of Managed Assets from August 1,
2010 through July 31, 2011 and 0.05% of Managed Assets from August 1, 2011
through July 31, 2012. In its last fiscal year, TPZ incurred $405,320
in net fees due to the Adviser under the TPZ 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 wholly-owned by Tortoise Holdings, LLC (“Tortoise
Holdings”). Mariner Holdings, LLC owns a majority interest in
Tortoise Holdings, LLC with the remaining interests held by the five members of
the Adviser’s investment committee, H. Kevin Birzer, Zachary A. Hamel, Kenneth
P. Malvey, Terry C. Matlack and David J. Schulte, who are also
officers of each Company, and certain
other
senior employees of the Adviser. Each of Messrs. Birzer, Hamel,
Malvey, Matlack and Schulte are employed by the Adviser and have indirect
ownership and financial interests in the Adviser. As a result, they
may each be deemed to have an indirect material interest in fees paid to the
Adviser.
As part
of the transaction in September 2009 in which Tortoise Holding acquired a
majority interest in the Adviser, Mr. Birzer purchased units of membership
interest in and from Tortoise Holdings, for consideration consisting of his
interest in the Adviser transferred to Tortoise Holdings and cash.
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
|
26,918,015
|
7,300,000
|
|
|
|
TYY
|
19,165,514
|
6,500,000
|
|
|
|
TYN
|
6,274,149
|
0
|
|
|
|
TTO
|
9,099,037
|
0
|
|
|
|
TPZ
|
6,931,555
|
0
|
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.
Availability of Annual Report of
TYG, TYY, TYN and TPZ.
Each
Company will furnish without charge
upon written request a copy of its most recent annual report. Each
such request must include a good faith representation that, as of the record
date, the person making such request was a beneficial owner of the Company’s
common shares entitled to vote at the annual meeting of stockholders. Such
written request should be directed to the Company’s Secretary at
11550 Ash Street, Suite 300, Leawood,
Kansas 66211
,
(866)
362-9331.
Availability of Annual Report of
TTO.
TTO’s Annual Report includes its annual report on
Form 10-K for the year ended November 30, 2009 (without exhibits) as filed
with the SEC.
The Company will
furnish without charge upon written request a copy of its annual report on
Form 10-K. The annual report on Form 10-K includes a list of all
exhibits thereto. The Company will furnish copies of such exhibits upon written
request and payment of its reasonable expenses in furnishing such exhibits. Each
such request must include a good faith representation that, as of the record
date, the person making such request was a beneficial owner of the Company’s
common shares entitled to vote at the annual meeting of stockholders. Such
written request should be directed to the Company’s Secretary, Tortoise Capital
Resources Corporation,
11550 Ash Street, Suite 300, Leawood,
Kansas 66211
,
(866)
362-9331.
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,
except that Messrs. Birzer, Matlack, Hamel, Malvey, Schulte,
Ciccotello, Graham and Heath were late in reporting shares of TYN acquired for
their shares of Tortoise Gas and Oil Corporation (“TGOC”) in the reorganization
of TGOC into TYN in September 2009. These shares were reported on
Form 5s filed prior to January 14, 2010. In addition, Mariner Holdings, LLC and
certain of its affiliates, which are affiliates of the Adviser, were late in
filing Form 3s for each Company in connection with the September 2009
transaction which resulted in a change in control of the Adviser. The
Form 3s for most of these entities were filed in October 2009. 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, TYY,
TYN and TPZ have each entered into administration agreements with US Bancorp
Fund Services, LLC whose principal business address is 615 E. Michigan Street,
Milwaukee, Wisconsin 53202.
TTO has
entered into an administration agreement with the Adviser, whose principal
business address is 11550 Ash Street, Suite 300, Leawood, Kansas
66211.
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.
CODE
OF BUSINESS CONDUCT, CODE OF ETHICS
AND
CORPORATE GOVERNANCE POLICY
TTO has
adopted a code of business conduct, a code of ethics which applies to its
principal executive officer and principal financial officer and a corporate
governance policy. Each is available on TTO’s website
(www.tortoiseadvisers.com/tto.cfm) or in print to any stockholder who requests
it from the Secretary of TTO at 11550 Ash Street, Suite 300, Leawood, Kansas
66211. Each of the Companies has adopted a code of ethics pursuant to
Rule 17j-1 under the 1940 Act that establishes personal trading procedures for
employees designated as access persons and which is available through the
Company’s link on its investment adviser’s website
(www.tortoiseadvisors.com).
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 _________, 2010. 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 __________, 2010 nor later
than 5:00 p.m. Central Time on ________, 2010. 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
|
___________,
2010
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Proxy — Tortoise Energy
Infrastructure Corpora
tion
|
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF STOCKHOLDERS – MAY 21, 2010
The
undersigned holder of common shares of Tortoise Energy Infrastructure
Corporation appoints David J. Schulte and Terry Matlack, or either of them, each
with power of substitution, to vote all shares that the undersigned is entitled
to vote at the annual meeting of stockholders of Tortoise Energy Infrastructure
Corporation to be held on May 21, 2010 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
John R.
Graham
[ ] [ ]
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 2010 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,
2010:
|
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 Address –
Please
print new address.
M
eeting 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
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Proxy — Tortoise Energy Infrastructure Corporation
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF STOCKHOLDERS – MAY 21, 2010
The
undersigned holder of preferred shares of Tortoise Energy Infrastructure
Corporation appoints David J. Schulte and Terry Matlack, or either of them, each
with power of substitution, to vote all shares that the undersigned is entitled
to vote at the annual meeting of stockholders of Tortoise Energy Infrastructure
Corporation to be held on May 21, 2010 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
H. Kevin
Birzer [ ] [ ]
FOR WITHHOLD
John R.
Graham [ ] [ ]
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 2010 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,
2010:
|
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 Address –
Please
print new address.
M
eeting 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
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Proxy
— Tortoise Energy Capital Corporation
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF STOCKHOLDERS – MAY 21, 2010
The
undersigned holder of common shares of Tortoise Energy Capital Corporation
appoints David J. Schulte and Terry Matlack, or either of them, each with power
of substitution, to vote all shares that the undersigned is entitled to vote at
the annual meeting of stockholders of Tortoise Energy Capital Corporation to be
held on May 21, 2010 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
John R.
Graham [ ] [ ]
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 2010 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,
2010:
|
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 Address –
Please
print new address.
M
eeting 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
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Proxy
— Tortoise Energy Capital Corporation
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF STOCKHOLDERS – MAY 21, 2010
The
undersigned holder of preferred shares of Tortoise Energy Capital Corporation
appoints David J. Schulte and Terry Matlack, or either of them, each with power
of substitution, to vote all shares that the undersigned is entitled to vote at
the annual meeting of stockholders of Tortoise Energy Capital Corporation to be
held on May 21, 2010 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
H. Kevin
Birzer [ ] [ ]
FOR WITHHOLD
John R.
Graham [ ] [ ]
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 2010 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,
2010:
|
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 Address –
Please
print new address.
M
eeting 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
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Proxy
— Tortoise North American Energy Corporation
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF STOCKHOLDERS – MAY 21, 2010
The
undersigned holder of shares of Tortoise North American Energy Corporation
appoints David J. Schulte and Terry Matlack, or either of them, each with power
of substitution, to vote all shares that the undersigned is entitled to vote at
the annual meeting of stockholders of Tortoise North American Energy Corporation
to be held on May 21, 2010 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
H. Kevin
Birzer [ ] [ ]
FOR WITHHOLD
John R.
Graham
[ ] [ ]
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
2010 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,
2010:
|
F
or
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 Address –
Please
print new address.
M
eeting 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
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Proxy
— Tortoise Power and Energy Infrastructure Fund, Inc.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF STOCKHOLDERS – MAY 21, 2010
The
undersigned holder of shares of Tortoise Power and Energy Infrastructure Fund,
Inc. appoints David J. Schulte and Terry Matlack, or either of them, each with
power of substitution, to vote all shares that the undersigned is entitled to
vote at the annual meeting of stockholders of Tortoise Power and Energy
Infrastructure Fund, Inc. to be held on May 21, 2010 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
H. Kevin
Birzer
[ ] [ ]
FOR WITHHOLD
John R.
Graham
[ ] [ ]
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
2010 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,
2010:
|
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 Address –
Please
print new address.
M
eeting 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.
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Proxy
— Tortoise Capital Resources Corporation
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF STOCKHOLDERS – MAY 21, 2010
The
undersigned holder of shares of Tortoise Capital Resources Corporation appoints
David J. Schulte and Terry Matlack, or either of them, each with power of
substitution, to vote all shares that the undersigned is entitled to vote at the
annual meeting of stockholders of Tortoise Capital Resources Corporation to be
held on May 21, 2010 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.
This
proxy, when properly executed, will be voted in the manner directed herein and,
absent direction, will be voted “FOR” the proposals.
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.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
A. Election
of Directors – The Board of Directors recommends a vote “FOR” the Nominees
below.
1. Nominees:
FOR WITHHOLD
H. Kevin
Birzer [ ] [ ]
FOR WITHHOLD
John R.
Graham [ ] [ ]
B
. Issues – The
Board of Directors recommends a vote “FOR” the Proposals and Ratification
below.
2.
|
Approval
for the Company's sale, with approval of its Board of Directors, of
warrants or securities to subscribe for or convertible into shares of
common stock and issuance of the common shares issuable pursuant to such
warrants or securities, subject to the limitations set forth in the proxy
statement for the 2010 annual meeting of
stockhodlers.
|
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,
2010.
|
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 Address –
Please
print new address.
M
eeting 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.
|
/ /
|
|
|
|
|
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