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:
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Preliminary Proxy Statement.
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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Definitive Additional Materials.
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Soliciting Material Pursuant to
§240.14a-12
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TORTOISE ENERGY
INFRASTRUCTURE CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE
NORTH AMERICAN ENERGY CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MLP
FUND, INC.
TORTOISE
PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
(Name of Registrant as
Specified In Its Charter)
(Name of Person(s) Filing
Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check the appropriate
box):
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[X]
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary
materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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TORTOISE ENERGY INFRASTRUCTURE
CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN
ENERGY CORPORATION
TORTOISE POWER AND
ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MLP FUND,
INC.
TORTOISE PIPELINE & ENERGY
FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
11550 Ash Street, Suite
300
Leawood, Kansas 66211
March 21, 2013
Dear Fellow Stockholder:
You are cordially invited to attend the
combined annual meeting of stockholders of each of
Tortoise Energy Infrastructure Corporation (TYG), Tortoise Energy
Capital Corporation (TYY), Tortoise North American Energy Corporation (TYN),
Tortoise Power and Energy Infrastructure Fund, Inc. (TPZ), Tortoise MLP Fund,
Inc. (NTG), Tortoise Pipeline & Energy Fund, Inc. (TTP), and Tortoise
Energy Independence Fund, Inc. (NDP)
(each
a Company and collectively, the Companies) on Thursday, May 30, 2013 at
10:00 a.m., Central Time at 11550 Ash Street, Suite 300, Leawood, Kansas
66211.
At the meeting, you will be asked to
(i) elect two directors of the Company, (ii) 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) ratify the selection of Ernst &
Young LLP as the independent registered public accounting firm of the Company
for its fiscal year ending November 30, 2013, and (iv) 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 Companys Board of Directors recommends that you vote
to approve each of the Companys proposals, and the actual proxy for you to sign
and return. If you have any questions about the enclosed proxy or need any
assistance in voting your shares, please call 1-866-362-9331.
Your vote is important. Please vote
your shares via the internet or by telephone, or complete, sign and date the
enclosed proxy card (your ballot) and mail it in the postage-paid envelope
included in this package.
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Sincerely,
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Terry Matlack
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Chief Executive Officer of TYG,
TYY, TYN, TPZ, NTG, TTP & NDP
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TORTOISE ENERGY INFRASTRUCTURE
CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN
ENERGY CORPORATION
TORTOISE POWER AND
ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MLP FUND,
INC.
TORTOISE PIPELINE & ENERGY
FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
ANSWERS TO SOME IMPORTANT
QUESTIONS
Q. WHAT AM I BEING ASKED TO VOTE FOR
ON THIS PROXY?
A. This proxy contains four proposals
for each Company to: (i) elect two directors to serve until the 2016 Annual
Stockholder Meeting: (ii) consider and approve a proposal authorizing
flexibility to the Company to sell its common shares for less than net asset
value, subject to certain conditions; (iii) ratify Ernst & Young LLP as the
Companys independent registered public accounting firm; and (iv) consider and
take action upon such other business as may properly come before the meeting,
including the adjournment or postponement thereof.
Q. HOW DOES THE BOARD OF DIRECTORS
SUGGEST THAT I VOTE?
A. The Board of Directors of each
Company unanimously recommends that you vote FOR all proposals on the enclosed
proxy card.
Q. HOW CAN I VOTE?
A. Voting is quick and easy. You may
vote your shares via the internet, by telephone (for internet and telephone
voting, please follow the instructions on the proxy ballot), or by simply
completing and signing the enclosed proxy ballot, and mailing it in the
postage-paid envelope included in this package. You may also vote 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 early. That will ensure your vote is
counted should your plans change.
This information summarizes
information that is included in more
detail in the Proxy Statement. We urge
you to
read the entire Proxy Statement carefully.
If you have questions, call
1-866-362-9331.
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To the Stockholders of:
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Tortoise Energy Infrastructure
Corporation
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Tortoise Energy Capital
Corporation
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Tortoise North American Energy
Corporation
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Tortoise Power and Energy Infrastructure
Fund, Inc.
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Tortoise MLP Fund, Inc.
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Tortoise Pipeline & Energy Fund,
Inc.
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Tortoise Energy Independence Fund,
Inc.:
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NOTICE IS HEREBY GIVEN that the
combined Annual Meeting of Stockholders of Tortoise Energy Infrastructure
Corporation, Tortoise Energy Capital Corporation, Tortoise North American Energy
Corporation, Tortoise Power and Energy Infrastructure Fund, Inc., Tortoise MLP
Fund, Inc., Tortoise Pipeline & Energy Fund, Inc. and Tortoise Energy
Independence Fund, Inc., each a Maryland corporation (each a Company and,
collectively, the Companies), will be held on Thursday, May 30, 2013 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:
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, 2013; and
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4.
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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.
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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 4, 2013 are entitled to notice of and to
vote
at the
meeting (or any adjournment or postponement of the meeting).
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By Order of the Board of Directors of each
Company,
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Connie J. Savage
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Secretary
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March 21, 2013
Leawood,
Kansas
All stockholders are cordially
invited to attend the meeting in person. Whether or not you expect to attend the
meeting, please vote your shares via the internet, by telephone or by
completing, dating, signing and returning the enclosed proxy as promptly as
possible in order to ensure your representation at the meeting. If you choose to
vote using the enclosed proxy, a return envelope (which postage is prepaid if
mailed in the United States) is enclosed for that purpose. Even if you have
given your proxy, you may still vote in person if you 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 POWER AND
ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MLP FUND,
INC.
TORTOISE PIPELINE & ENERGY
FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
11550 Ash Street, Suite
300
Leawood, Kansas 66211
1-866-362-9331
COMBINED PROXY
STATEMENT
ANNUAL MEETING OF
STOCKHOLDERS
MAY 30, 2013
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 Power and Energy Infrastructure Fund, Inc.
(TPZ), Tortoise MLP Fund, Inc. (NTG), Tortoise Pipeline & Energy Fund,
Inc. (TTP), and Tortoise Energy Independence Fund, Inc.
(NDP)
(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 30,
2013. The Board of Directors of each Company has fixed the close of business on
March 4, 2013 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 March 22, 2013.
Each Companys reports can be accessed through its link on its investment
advisers website (www. tortoiseadvisors.com) or on the Securities and Exchange
Commissions (SEC) website (www.sec.gov).
Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting of Stockholders to be
Held on May 30, 2013:
This combined proxy
statement is available on the internet at
http://closedendfunds.tortoiseadvisors.com/annual-proxy-information/
. On this site, you will be able to access the proxy statement
for the annual meeting and any amendments or supplements to the foregoing
material required to be furnished to stockholders.
1
This combined
proxy statement sets forth the information that each Companys 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
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Class of Stockholders of Each Company
Entitled to Vote
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For Each Company
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1.
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To
elect the following individuals as directors for a term of three
years:
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John R.
Graham
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For
each of TYG, TYY, NTG and TTP Common Stockholders and Preferred
Stockholders, voting as a single class
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For
each of TYN, TPZ and NDP Common Stockholders voting as a
class
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H. Kevin
Birzer
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For
each of TYG, TYY, NTG and TTP Preferred Stockholders voting as a
class
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For
each of TYN, TPZ and NDP Common Stockholders voting as a
class
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For Each
Company
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2.
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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
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For
each of TYG, TYY, NTG and TTP Common Stockholders and Preferred
Stockholders, voting as a single class
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For
each of TYN, TPZ and NDP Common Stockholders voting as a
class
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For Each Company
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3.
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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, 2013
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For
each of TYG, TYY, NTG and TTP Common Stockholders and Preferred
Stockholders, voting as a single class
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For
each of TYN, TPZ and NDP Common Stockholders voting as a
class
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For Each Company
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4.
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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, TYY, NTG and TTP - Common Stockholders and Preferred
Stockholders, voting as a single class
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For
each of TYN, TPZ and NDP Common Stockholders voting as a
class
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2
PROPOSAL ONE
ELECTION OF TWO
DIRECTORS
The Board of
Directors of each Company unanimously nominated John R. Graham and H. Kevin
Birzer following a recommendation by the Nominating and Governance Committee of
each of TYG, TYY, TYN, TPZ, NTG, TTP and NDP for election as directors at the
combined annual meeting of stockholders of the Companies. Both Mr. Graham and
Mr. Birzer are currently directors of each Company. Each of Mr. Graham and Mr.
Birzer has consented to be named in this proxy statement and has agreed to serve
if elected. The Companies have no reason to believe that either Mr. Graham or
Mr. Birzer 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. Graham and Mr.
Birzer as directors of each Company. Currently, each Company has five directors.
In accordance with each Companys 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 each of
Conrad S. Ciccotello and Terry Matlack expires on the date of the 2014 annual
meeting of stockholders of each Company and the term of Charles E. Heath expires
on the date of the 2015 annual meeting of stockholders of each Company. Pursuant
to the terms of each of TYGs, TYYs, NTGs and TTPs preferred shares, the
preferred stockholders of each of those Companies have the exclusive right to
elect two directors to the Companys Board. The Board of each of TYG, TYY, NTG
and TTP has designated Mr. Birzer and Mr. Heath as the directors the preferred
stockholders of that Company shall have the right to elect.
On this proposal, for each of TYG, TYY, NTG and TTP, holders of preferred
shares will vote as a class on the election of Mr. Birzer as a director of that
Company. For each of TYN, TPZ and NDP, holders of common shares will vote as a
class on the election of Mr. Birzer as a director of that Company. Holders of
common shares and preferred shares of each of TYG, TYY, NTG and TTP will vote as
a single class on the election of Mr. Graham as a director of that Company. For
each of TYN, TPZ, and NDP, holders of common shares will vote as a class on the
election of Mr. Graham as a director of that Company. Stockholders do not have
cumulative voting rights.
With respect to each Company, if elected, Mr. Graham and Mr. Birzer will
hold office until the 2016 annual meeting of stockholders of each Company and
until their successors are duly elected and qualified. If either Mr. Graham or
Mr. Birzer is unable to serve because of an event not now anticipated, the
persons named as proxies may vote for another person designated by the Companys
Board of Directors.
The following table sets forth each Board members name, age and address;
position(s) with the Companies and length of time served; principal occupation
during the past five years; the number of companies in the Fund Complex that
each Board member oversees and other public company directorships held by each
Board member. Unless otherwise indicated, the address of each director is 11550
Ash Street, Suite 300, Leawood, Kansas 66211. The 1940 Act requires the term
Fund Complex to be defined to include registered investment companies advised
by the Companys investment adviser, Tortoise Capital Advisors, L.L.C. (the
Adviser). As of January 31, 2013, the Fund Complex included TYG, TYY, TYN,
TPZ, NTG, TTP, NDP, and an open-end fund.
3
Nominee For Director Who Is
Independent:
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Number
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Position(s)
Held
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of
Portfolios
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Other
Public
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With The
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in Fund
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Company
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Company
and
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Complex
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Directorships
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Length of
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Principal
Occupation
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Overseen
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Held by
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Name and Age
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Time Served
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During Past Five Years
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by Director
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Director
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John R. Graham
(Born 1945)
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Director of each Company since its inception.
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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; 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).
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Seven
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CorEnergy Infrastructure Trust,
Inc
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Nominee for Director Who Is An
Interested Person:
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Number
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Position(s)
Held
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of
Portfolios
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Other
Public
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With The
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in Fund
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Company
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Company
and
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Complex
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Directorships
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Length of
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Principal
Occupation
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Overseen
by
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Held by
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Name and Age
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Time Served
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During Past Five Years
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Director
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Director
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H.
Kevin Birzer*
(Born 1959)
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Director and Chairman of the Board of each Company since its
inception.
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Managing Director of the Adviser since 2002. Formerly Member,
Fountain Capital Management, L.L.C. (Fountain Capital), a registered
investment adviser (1990 2009); Chartered Financial Analyst (CFA)
charterholder.
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Seven
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None
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____________________
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Mr. Birzer, as a principal of the
Adviser, is an interested person of the Company, as that term is defined
in Section 2(a)(19) of the 1940 Act.
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4
Remaining Directors Who Are
Independent:
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Number
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Position(s)
Held
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of
Portfolios
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Other
Public
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With The
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in Fund
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Company
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Company
and
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Complex
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Directorships
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Length of
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Principal
Occupation
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Overseen
by
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Held by
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Name and Age
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Time Served
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During Past Five Years
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Director
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Director
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Charles E. Heath
(Born 1942)
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Director of each Company since its inception.
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Retired in 1999, Formerly Chief Investment Officer, GE
Capitals Employers Reinsurance Corporation (1989-1999); CFA
charterholder.
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Seven
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CorEnergy Infrastructure Trust, Inc.
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Conrad S. Ciccotello
(Born
1960)
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Director of each Company since its
inception.
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Associate Professor of Risk Management and
Insurance, Robinson College of Business, Georgia State University (faculty
member since 1999); Director of Personal Financial Planning Program;
Investment Consultant to the University System of Georgia for its defined
contribution retirement plan; Formerly Faculty Member, Pennsylvania State
University (1997-1999); Published a number of academic and professional
journal articles on investment company performance and structure, with a
focus on MLPs.
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Seven
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CorEnergy Infrastructure Trust,
Inc.
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5
Remaining Director Who Is An
Interested Person:
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Number
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Position(s)
Held
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of
Portfolios
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Other
Public
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With The
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in Fund
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Company
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Company
and
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Complex
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Directorships
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Length of
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Principal
Occupation
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Overseen
by
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Held by
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Name and Age
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Time Served
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During Past Five Years
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Director
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Director
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Terry C. Matlack*
(Born 1956)
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Chief Executive Officer of NTG since 2010; of each of
TYG, TYY, TYN and TPZ since May 2011, and of each of TTP and NDP since its
inception; Chief Financial Officer of each of TYG, TYY, TYN and TPZ from
its inception to May 2011; Director of each of TYG, TYY, TYN and TPZ from
its inception to September 2009, and Director of each of the Companies
since November 12, 2012.
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Managing Director of the Adviser since 2002; CFA
charterholder.
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Seven
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None**
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____________________
*
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Mr. Matlack, as a principal of the
Adviser, is an interested person of the Company, as that term is defined
in Section 2(a)(19) of the 1940 Act.
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**
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Mr. Matlack was a director
of Epiq Systems, Inc. until June 2012.
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6
Each director
was selected to join the Companys Board of Directors based upon their character
and integrity; their service as a director for other funds in the Tortoise Fund
Complex; and their willingness and ability to serve and commit the time
necessary to perform the duties of a director. In addition, as to each director
other than Mr. Birzer and Mr. Matlack, their status as an Independent Director,
and, as to Mr. Birzer and Mr. Matlack, their roles with the Adviser, were an
important factor in their selection as directors. No factor was by itself
controlling.
In addition to the information provided in the table above, each director
possesses the following attributes: Mr. Ciccotello, experience as a college
professor, a Ph.D. in finance and knowledge of energy infrastructure MLPs; Mr.
Graham, experience as a college professor, executive leadership and business
executive; Mr. Heath, executive leadership and business experience; and Mr.
Birzer and Mr. Matlack, investment management experience as an executive and
portfolio manager and leadership roles with
the Adviser.
Mr. Birzer serves as Chairman of the Board of Directors of each Company.
Mr. Birzer is an interested person of the Company within the meaning of the
1940 Act. The appointment of Mr. Birzer as Chairman reflects the Board of
Directors belief that his experience, familiarity with the Companys day-to-day
operations and access to individuals with responsibility for the Companys
management and operations provides the Board of Directors with insight into the
Companys business and activities and, with his access to appropriate
administrative support, facilitates the efficient development of meeting agendas
that address the Companys business, legal and other needs and the orderly
conduct of meetings of the Board of Directors. Mr. Heath serves as Lead
Independent Director. The Lead Independent Director will, among other things,
chair executive sessions of the three directors who are Independent Directors,
serve as a spokesperson for the Independent Directors and serve as a liaison
between the Independent Directors and the Companys management. The Independent
Directors will regularly meet outside the presence of management and are advised
by independent legal counsel. The Board of Directors also has determined that
its leadership structure, as described above, is appropriate in light of the
Companys size and complexity, the number of Independent Directors and the Board
of Directors general oversight responsibility. The Board of Directors also
believes that its leadership structure not only facilitates the orderly and
efficient flow of information to the Independent Directors from management, but
also enhances the independent and orderly exercise of its responsibilities.
7
Information About Executive
Officers
Mr. Birzer is
the Chairman of the Board of each Company, and Mr. Matlack is the Chief
Executive Officer of each Company. The preceding tables give more information
about Mr. Birzer and Mr. Matlack. The following table sets forth each other
executive officers name, age and address; position(s) held with the Company and
length of time served; principal occupation during the past five years; the
number of portfolios in the Fund Complex overseen by each officer and other
public company directorships held by each officer. Unless otherwise indicated,
the address of each officer is 11550 Ash Street, Suite 300, Leawood, Kansas
66211. Each officer serves until his successor is elected and qualified or until
his resignation or removal. As employees of the Adviser, each of the following
officers are interested persons of the Company, as that term is defined in
Section 2(a)(19) of the 1940 Act.
|
|
|
|
|
|
Number
|
|
|
|
|
Position(s)
Held
|
|
|
|
of
Portfolios
|
|
Other
Public
|
|
|
With The
|
|
|
|
in Fund
|
|
Company
|
|
|
Company
and
|
|
|
|
Complex
|
|
Directorships
|
|
|
Length of
|
|
Principal
Occupation
|
|
Overseen
by
|
|
Held by
|
Name and Age
|
|
Time Served
|
|
During Past Five Years
|
|
Officer
|
|
Officer
|
Zachary A. Hamel
(Born
1965)
|
|
President of NTG since 2010, of each of TYG, TYY and TPZ
since May 2011 and of each of TTP and NDP since its inception; Senior Vice
President of each of TYY and TPZ from its inception to May 2011, of TYG
from April 2007 to May 2011, and of TYN since April 2007.
|
|
Managing Director of the Adviser since 2002; Joined Fountain
Capital in 1997 and was a Partner there from 2001 through September 2012;
CFA charterholder.
|
|
Seven
|
|
None
|
|
|
|
|
|
|
|
|
|
P. Bradley Adams
(Born 1960)
|
|
Chief Financial Officer of NTG since 2010,
of each of TYG, TYY, TYN and TPZ since May 2011 and of each of TTP and NDP
since its inception; Assistant Treasurer of TYG, TYY and TYN from November
2005 to May 2011 and of TPZ from inception to May 2011.
|
|
Managing Director of the Adviser since
January 2013; Director of Financial Operations of the Adviser since
2005
|
|
Seven
|
|
None
|
8
|
|
|
|
|
|
Number
|
|
|
|
|
Position(s)
Held
|
|
|
|
of
Portfolios
|
|
Other
Public
|
|
|
With The
|
|
|
|
in Fund
|
|
Company
|
|
|
Company
and
|
|
|
|
Complex
|
|
Directorships
|
|
|
Length of
|
|
Principal
Occupation
|
|
Overseen
by
|
|
Held by
|
Name and Age
|
|
Time Served
|
|
During Past Five Years
|
|
Officer
|
|
Officer
|
David J. Schulte
(Born
1961)
|
|
Senior Vice President of NTG since 2010, of each of TYG, TYY,
TYN and TPZ since May 2011 and of each of TTP and NDP since its inception;
Chief Executive Officer and President of each of TYG, TYY and TPZ from
inception to May 2011; Chief Executive Officer of TYN from inception to
May 2011 and President of TYN from inception to September 2008.
|
|
Managing Director of the Adviser since 2002; Managing
Director of Corridor InfraTrust Management, LLC, an affiliate of the
Adviser; Chief Executive Officer since 2005 of Tortoise Capital Resources
Corporation (TTO) which changed its name to CorEnergy Infrastructure
Trust, Inc. on December 3, 2012 (CORR) and President of TTO from 2005 to
April 2007 and TTO/ CORR since June 2012; CFA charterholder.
|
|
Seven
|
|
CorEnergy Infrastructure Trust, Inc.
|
|
|
|
|
|
|
|
|
|
Kenneth P. Malvey
(Born 1965)
|
|
Treasurer of each of TYG, TYY and TYN since
2005 and of each of TPZ, NTG, TTP and NDP since its inception; Senior Vice
President of each of TYY, TPZ, NTG, TTP and NDP since its inception and of
each of TYG and TYN since 2007.
|
|
Managing Director of the Adviser since 2002;
Joined Fountain Capital in 2002 and was a partner there from 2004 through
September 2012; CFA charterholder.
|
|
Seven
|
|
None
|
|
|
|
|
|
|
|
|
|
Rob Thummel
(Born 1972)
|
|
President of TYN since September
2008
|
|
Senior Investment Analyst of the Adviser
since 2008; Investment Analyst of the Adviser from 2004 to 2008.
|
|
One
|
|
None
|
9
Committees of the Board of Directors
of each Company
Each Companys
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, NTG, TTP and NDP; (iii) the Nominating
and Governance Committee; 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, except for the Executive Committee, for
each Company. Each Companys 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, NTG, TTP and NDP, 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
Companys link on the Advisers
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: (i) approves and recommends to the Board the selection,
retention or termination
of the independent
registered public accounting firm (auditors); (ii) approves services to
be
rendered by the auditors and monitors the
auditors performance; (iii) reviews the results of each
Companys audit; and (iv) determines whether to recommend to
the Board that the Companys
audited financial
statements be included in the Companys Annual Report; and (v) responds
to
other matters as outlined in the Committee
Charter. Each Committee member is independent
as defined under the applicable New York Stock Exchange listing
standards, and none are
interested persons of
the Company as defined in the 1940 Act. The Board of Directors of each
company has determined that Conrad S. Ciccotello 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
member is independent as defined under the
New York Stock Exchange listing standards, and none are interested persons of TYG, TYY, TYN, TPZ, NTG, TTP or NDP
as defined in the 1940 Act. The Nominating and
Governance Committee of each Company operates under a written charter adopted and approved by the Board, a current copy of
which is available at the Companys link on the
Advisers website (www.tortoiseadvisors.com). 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 firms
fees and other retention terms, though it has
yet to exercise such authority; and (v) may not delegate its authority. The Nominating and Governance Committee will consider
stockholder recommendations for nominees for
membership to the Board so long as such recommendations are made in
accordance
10
with the Companys 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
2014 Annual Meeting below for information
relating to the submission by stockholders of nominees and matters for consideration at a meeting of the Companys
stockholders. Each Companys Bylaws require all
nominees for directors, at the time of nomination, (1) to be at least 21
and less than 75 years of age and have
substantial expertise, experience or relationships relevant to the business of the Company and (2) to have a masters
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 that has not reached 75 years of age.
The Committee has the sole discretion to determine if an individual satisfies the foregoing qualifications. The Committee
also considers the broad background of each
individual nominee for director, including how such individual would impact the diversity of the Board, but does not have a
formal policy regarding consideration of diversity in identifying nominees for director.
-
Compliance 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 Companys
Compliance Committee operates
under a written
charter adopted and approved by the Board. The committee reviews and
assesses
managements compliance with
applicable securities laws, rules and regulations; monitors
compliance with the Companys Code of Ethics; and handles
other matters as the Board or
committee chair
deems appropriate.
The Board of
Directors role in the Companys risk oversight reflects its responsibility
under applicable state law to oversee generally, rather than to manage, the
Companys operations. In line with this oversight responsibility, the Board of
Directors will receive reports and make inquiry at its regular meetings and as
needed regarding the nature and extent of significant risks (including
investment, compliance and valuation risks) that potentially could have a
materially adverse impact on the Companys business operations, investment
performance or reputation, but relies upon the Companys management to assist it
in identifying and understanding the nature and extent of such risks and
determining whether, and to what extent, such risks may be eliminated or
mitigated. In addition to reports and other information received from the
Companys management regarding its investment program and activities, the Board
of Directors as part of its risk oversight efforts will meet at its regular
meetings and as needed with the Advisers Chief Compliance Officer to discuss,
among other things, risk issues and issues regarding the Companys policies,
procedures and controls. The Board of Directors may be assisted in performing
aspects of its role in risk oversight by the Audit Committee or Audit and
Valuation Committee, as applicable, and such other standing or special
committees as may be established from time to time. For example, the Audit
Committee or Audit and Valuation Committee, as applicable, will regularly meet
with the Companys independent public accounting firm to review, among other
things, reports on internal controls for financial reporting.
The Board of Directors believes that not all risks that may affect the
Company can be identified, that it may not be practical or cost-effective to
eliminate or mitigate certain risks, that it may be necessary to bear certain
risks (such as investment-related risks) to achieve the Companys goals and
objectives, and that the processes, procedures and controls employed to address
certain risks may be limited in their effectiveness. Moreover, reports received
by the directors as to risk management matters are typically summaries of
relevant information and may be inaccurate or incomplete. As a result of the
foregoing and other factors, the risk management oversight of the Board of
Directors is subject to substantial limitations.
11
None of the
Companies currently has a standing compensation committee. None of the Companies
has any employees and the New York Stock Exchange does not require boards of
directors of registered closed-end funds to have a standing compensation
committee.
The following table shows the number of Board and committee meetings held
during the fiscal year ended November 30, 2012 for each of the
Companies:
|
|
TYG
|
|
TYY
|
|
TYN
|
|
TPZ
|
|
NTG
|
|
TTP
|
|
NDP
|
Board of
Directors
|
|
7
|
|
7
|
|
7
|
|
7
|
|
7
|
|
7
|
|
3
|
Executive Committee
|
|
1
|
|
1
|
|
0
|
|
0
|
|
0
|
|
0
|
|
1
|
Audit Committee (TYG, TYY,
TYN)
|
|
4
|
|
4
|
|
4
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Audit and Valuation Committee
|
|
N/A
|
|
N/A
|
|
N/A
|
|
4
|
|
4
|
|
4
|
|
2
|
(TPZ,
NTG, TTP, NDP)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominating and Governance
Committee
|
|
1
|
|
1
|
|
1
|
|
1
|
|
1
|
|
1
|
|
1
|
Compliance Committee
|
|
1
|
|
1
|
|
1
|
|
1
|
|
1
|
|
1
|
|
0
|
During the 2012 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, TPZ, NTG and TTP attended the Companys 2012 annual meeting. NDPs
initial public offering occurred in July 2012 and therefore, it did not have an
annual meeting of stockholders in 2012.
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 2012 to each of the current directors for their services as a
director. None of the Companies has any retirement or pension plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension or
|
|
|
|
|
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement
|
|
|
|
|
from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits
|
|
Estimated
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
|
|
Annual
|
|
and Fund
|
Name of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
as Part of
|
|
Benefits
|
|
Complex
|
Person,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
Upon
|
|
Paid to
|
Position
|
|
Aggregate
Compensation from Company
(1)
|
|
Expenses
|
|
Retirement
|
|
Director
|
|
|
TYG
|
|
TYY
|
|
TYN
|
|
TPZ
|
|
NTG
|
|
TTP
|
|
NDP
(2)
|
|
|
|
|
|
|
|
|
|
|
|
Independent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conrad S.
|
|
$
|
46,000
|
|
$
|
37,000
|
|
$
|
21,000
|
|
$
|
21,000
|
|
$
|
46,000
|
|
$
|
21,000
|
|
$
|
6,000
|
|
$
|
0
|
|
$
|
0
|
|
|
$
|
214,000
|
|
Ciccotello
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John R.
|
|
$
|
45,000
|
|
$
|
36,000
|
|
$
|
21,000
|
|
$
|
21,000
|
|
$
|
45,000
|
|
$
|
21,000
|
|
$
|
6,000
|
|
$
|
0
|
|
$
|
0
|
|
|
$
|
211,000
|
|
Graham
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles E.
|
|
$
|
45,000
|
|
$
|
36,000
|
|
$
|
21,000
|
|
$
|
21,000
|
|
$
|
45,000
|
|
$
|
21,000
|
|
$
|
6,000
|
|
$
|
0
|
|
$
|
0
|
|
|
$
|
211,000
|
|
Heath
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
(1)
|
No amounts have been deferred for any of the persons
listed in the table.
|
(2)
|
Amounts reflect payments for fiscal 2012, which was not
a full fiscal year.
|
12
For the 2013
fiscal year, each independent director receives an annual retainer from each
Company as set forth below, and a fee of $1,000 for each meeting of the Board of
Directors or Audit Committee/Audit and Valuation Committee he attends in person
(or $500 for each Board or Audit Committee/Audit and Valuation Committee meeting
attended telephonically, or for each Audit Committee/Audit and Valuation
Committee meeting attended in person that is held on the same day as a Board
meeting). Independent directors also receive $500 for each other committee
meeting attended in person or telephonically (other than Audit Committee/Audit
and Valuation Committee meetings). The Chairman of the Audit Committee/Audit and
Valuation Committee receives an additional annual retainer as set forth below.
Each other committee chairman receives an additional annual retainer of $1,000.
The independent directors are reimbursed for expenses incurred as a result of
attendance at meetings of the Board of Directors and Board
committees.
|
|
TYG
|
|
TYY
|
|
TYN
|
|
TPZ
|
|
NTG
|
|
TTP
|
|
NDP
|
Annual Board
Retainer
|
|
$
|
35,000
|
|
$
|
27,000
|
|
$
|
8,000
|
|
$
|
8,000
|
|
$
|
33,000
|
|
$
|
12,000
|
|
$
|
12,000
|
Audit Committee
|
|
$
|
2,000
|
|
$
|
2,000
|
|
$
|
1,000
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
Chairman Retainer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit and Valuation
Committee
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
$
|
1,000
|
|
$
|
2,000
|
|
$
|
1,000
|
|
$
|
1,000
|
Chairman
Retainer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Required Vote.
With respect to
each of TYG, TYY, NTG and TTP Mr. Graham will be elected by the vote of a
plurality of all shares of common stock and preferred stock of the Company
present at the meeting, in person or by proxy, and 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, TPZ and NDP, 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 nominees achievement of a plurality. With respect to
each of TYG, TYY, NTG and TTP, 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, TPZ and
NDP, 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, TYY, NTG and TTP 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 each of TYN, TPZ and NDP unanimously recommends that the
common stockholders of that Company vote for Mr. Graham as a director and
for Mr. Birzer as a director.
13
PROPOSAL TWO
APPROVAL TO SELL COMMON
SHARES
BELOW NET ASSET VALUE
Each Company
is a closed-end management investment company under the 1940 Act and is
generally prohibited from issuing its common shares at a price below the net
asset value per share (NAV), subject to certain exceptions. One of these
exceptions would allow the Companies to sell their common shares below NAV if
they obtain stockholder approval.
Each Company is seeking approval of this proposal so that it may, in one
or more public or private offerings of its common stock, sell or otherwise issue
shares of its common stock, not exceeding 25% of its then outstanding common
stock, at a price below its then current NAV, subject to certain conditions
discussed below. If approved for a Company, the authorization would be effective
for that Company for a period of one year or until the date of the 2014 annual
meeting of stockholders for that Company, whichever is earlier. The stockholders
of each of TYG, TYY, TYN, TPZ, NTG and TTP approved a proposal at their 2012
annual meetings granting each Company authority to sell its common shares below
NAV subject to the same conditions set forth below. The stockholders of NDP have
not previously approved such a proposal, as NDP has not previously held an
annual meeting. Each Company anticipates it will seek approval to sell its
shares below NAV in the future if the Board of Directors of each Company
believes such approval would be in the best interests of the Company and its
stockholders.
The Board of Directors of each Company, including a majority of each
Companys 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
Current global economic conditions have created, and each of the
Companies believes 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 Companys 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 Company, 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 TTP and NDP). On March 8, 2013, the
closing sales price of each Companys common stock on the New York Stock
Exchange was $46.11 per share for TYG, $32.65 per share for TYY, $27.84 per
share for TYN, $26.22 per share for TPZ, $27.28 per share for NTG, $27.43 per
share for TTP and $24.25 per share for NDP.
14
|
|
|
|
|
|
|
|
|
|
|
High
|
|
Low
|
|
|
|
|
|
Sales
Price
|
|
Sales
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
Price
|
|
Price
|
Quarter
Ended
|
|
NAV
(1)
|
|
High
|
|
Low
|
|
to NAV
(2)
|
|
to NAV
(2)
|
Fiscal Year Ended November 30,
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYG
|
|
$
|
35.46
|
|
$
|
40.32
|
|
$
|
36.25
|
|
|
13.7
|
%
|
|
|
|
2.2
|
%
|
|
TYY
|
|
$
|
27.13
|
|
$
|
29.95
|
|
$
|
26.14
|
|
|
10.4
|
%
|
|
|
|
-3.6
|
%
|
|
TYN
|
|
$
|
26.04
|
|
$
|
25.82
|
|
$
|
23.60
|
|
|
-0.8
|
%
|
|
|
|
-9.4
|
%
|
|
TPZ
|
|
$
|
25.75
|
|
$
|
25.30
|
|
$
|
23.06
|
|
|
-1.7
|
%
|
|
|
|
-10.4
|
%
|
|
NTG
|
|
$
|
26.62
|
|
$
|
25.44
|
|
$
|
23.61
|
|
|
-4.4
|
%
|
|
|
|
-11.3
|
%
|
|
TTP
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
NDP
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
Second Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYG
|
|
$
|
33.35
|
|
$
|
41.40
|
|
$
|
37.28
|
|
|
24.1
|
%
|
|
|
|
11.8
|
%
|
|
TYY
|
|
$
|
25.49
|
|
$
|
29.28
|
|
$
|
26.26
|
|
|
14.9
|
%
|
|
|
|
3.0
|
%
|
|
TYN
|
|
$
|
25.27
|
|
$
|
25.89
|
|
$
|
24.02
|
|
|
2.5
|
%
|
|
|
|
-4.9
|
%
|
|
TPZ
|
|
$
|
25.47
|
|
$
|
25.99
|
|
$
|
24.15
|
|
|
2.0
|
%
|
|
|
|
-5.2
|
%
|
|
NTG
|
|
$
|
25.13
|
|
$
|
27.05
|
|
$
|
25.07
|
|
|
7.6
|
%
|
|
|
|
-0.2
|
%
|
|
TTP
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
NDP
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
Third Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYG
|
|
$
|
31.91
|
|
$
|
38.92
|
|
$
|
32.00
|
|
|
22.0
|
%
|
|
|
|
0.3
|
%
|
|
TYY
|
|
$
|
24.48
|
|
$
|
26.82
|
|
$
|
21.67
|
|
|
9.6
|
%
|
|
|
|
-11.5
|
%
|
|
TYN
|
|
$
|
24.26
|
|
$
|
24.59
|
|
$
|
19.80
|
|
|
1.4
|
%
|
|
|
|
-18.4
|
%
|
|
TPZ
|
|
$
|
24.45
|
|
$
|
25.22
|
|
$
|
20.35
|
|
|
3.1
|
%
|
|
|
|
-16.8
|
%
|
|
NTG
|
|
$
|
24.03
|
|
$
|
26.08
|
|
$
|
21.81
|
|
|
8.5
|
%
|
|
|
|
-9.2
|
%
|
|
TTP
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
NDP
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
Fourth Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYG
|
|
$
|
33.37
|
|
$
|
39.80
|
|
$
|
32.33
|
|
|
19.3
|
%
|
|
|
|
-3.1
|
%
|
|
TYY
|
|
$
|
25.54
|
|
$
|
26.90
|
|
$
|
22.20
|
|
|
5.3
|
%
|
|
|
|
-13.1
|
%
|
|
TYN
|
|
$
|
24.77
|
|
$
|
24.55
|
|
$
|
21.23
|
|
|
-0.9
|
%
|
|
|
|
-14.3
|
%
|
|
TPZ
|
|
$
|
25.37
|
|
$
|
24.41
|
|
$
|
21.16
|
|
|
-3.8
|
%
|
|
|
|
-16.6
|
%
|
|
NTG
|
|
$
|
24.54
|
|
$
|
25.12
|
|
$
|
22.05
|
|
|
2.4
|
%
|
|
|
|
-10.1
|
%
|
|
TTP
|
|
$
|
24.42
|
|
$
|
25.06
|
|
$
|
24.90
|
|
|
2.6
|
%
|
|
|
|
2.0
|
%
|
|
NDP
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
Fiscal Year Ended November 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYG
|
|
$
|
36.94
|
|
$
|
43.04
|
|
$
|
37.86
|
|
|
16.5
|
%
|
|
|
|
2.5
|
%
|
|
TYY
|
|
$
|
28.09
|
|
$
|
29.25
|
|
$
|
26.28
|
|
|
4.1
|
%
|
|
|
|
-6.4
|
%
|
|
TYN
|
|
$
|
26.64
|
|
$
|
26.86
|
|
$
|
23.46
|
|
|
0.8
|
%
|
|
|
|
-11.9
|
%
|
|
TPZ
|
|
$
|
26.69
|
|
$
|
26.29
|
|
$
|
24.03
|
|
|
-1.5
|
%
|
|
|
|
-10.0
|
%
|
|
NTG
|
|
$
|
26.44
|
|
$
|
27.24
|
|
$
|
24.95
|
|
|
3.0
|
%
|
|
|
|
-5.6
|
%
|
|
TTP
|
|
$
|
26.49
|
|
$
|
25.05
|
|
$
|
22.46
|
|
|
-5.4
|
%
|
|
|
|
-15.2
|
%
|
|
NDP
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
Second Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYG
|
|
$
|
32.49
|
|
$
|
42.56
|
|
$
|
37.36
|
|
|
31.0
|
%
|
|
|
|
15.0
|
%
|
|
TYY
|
|
$
|
24.68
|
|
$
|
29.44
|
|
$
|
24.81
|
|
|
19.3
|
%
|
|
|
|
0.5
|
%
|
|
TYN
|
|
$
|
23.77
|
|
$
|
27.39
|
|
$
|
24.04
|
|
|
15.2
|
%
|
|
|
|
1.1
|
%
|
|
TPZ
|
|
$
|
25.30
|
|
$
|
26.45
|
|
$
|
23.62
|
|
|
4.5
|
%
|
|
|
|
-6.6
|
%
|
|
NTG
|
|
$
|
23.58
|
|
$
|
27.05
|
|
$
|
24.00
|
|
|
14.7
|
%
|
|
|
|
1.8
|
%
|
|
TTP
|
|
$
|
23.77
|
|
$
|
25.07
|
|
$
|
23.20
|
|
|
5.5
|
%
|
|
|
|
-2.4
|
%
|
|
NDP
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
Low
|
|
|
|
|
|
|
|
Sales
Price
|
|
Sales
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price
|
|
Price
|
Quarter
Ended
|
|
NAV
(1)
|
|
High
|
|
Low
|
|
to
NAV
(2)
|
|
to
NAV
(2)
|
Third
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYG
|
|
|
$
|
35.70
|
|
|
$
|
41.70
|
|
$
|
37.10
|
|
|
16.8
|
%
|
|
|
|
3.9
|
%
|
|
TYY
|
|
|
$
|
27.01
|
|
|
$
|
28.17
|
|
$
|
23.97
|
|
|
4.3
|
%
|
|
|
|
-11.3
|
%
|
|
TYN
|
|
|
$
|
25.54
|
|
|
$
|
26.15
|
|
$
|
23.00
|
|
|
2.4
|
%
|
|
|
|
-9.9
|
%
|
|
TPZ
|
|
|
$
|
26.50
|
|
|
$
|
26.40
|
|
$
|
23.53
|
|
|
-0.4
|
%
|
|
|
|
-11.2
|
%
|
|
NTG
|
|
|
$
|
24.68
|
|
|
$
|
26.75
|
|
$
|
24.20
|
|
|
8.4
|
%
|
|
|
|
-1.9
|
%
|
|
TTP
|
|
|
$
|
25.16
|
|
|
$
|
25.16
|
|
$
|
22.10
|
|
|
0.0
|
%
|
|
|
|
-12.2
|
%
|
|
NDP
|
|
|
$
|
23.90
|
|
|
$
|
25.85
|
|
$
|
25.00
|
|
|
8.2
|
%
|
|
|
|
4.6
|
%
|
|
Fourth
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYG
|
|
|
$
|
36.06
|
|
|
$
|
41.79
|
|
$
|
38.84
|
|
|
15.9
|
%
|
|
|
|
7.7
|
%
|
|
TYY
|
|
|
$
|
27.23
|
|
|
$
|
29.69
|
|
$
|
26.21
|
|
|
9.0
|
%
|
|
|
|
-3.7
|
%
|
|
TYN
|
|
|
$
|
25.51
|
|
|
$
|
26.75
|
|
$
|
23.54
|
|
|
4.9
|
%
|
|
|
|
-7.7
|
%
|
|
TPZ
|
|
|
$
|
26.76
|
|
|
$
|
25.83
|
|
$
|
23.58
|
|
|
-3.5
|
%
|
|
|
|
-11.9
|
%
|
|
NTG
|
|
|
$
|
24.50
|
|
|
$
|
26.47
|
|
$
|
23.45
|
|
|
8.0
|
%
|
|
|
|
-4.3
|
%
|
|
TTP
|
|
|
$
|
25.24
|
|
|
$
|
25.91
|
|
$
|
22.85
|
|
|
2.7
|
%
|
|
|
|
-9.5
|
%
|
|
NDP
|
|
|
$
|
22.73
|
|
|
$
|
25.41
|
|
$
|
21.46
|
|
|
11.8
|
%
|
|
|
|
-5.6
|
%
|
|
____________________
(1)
|
NAV is determined as of the last day in the relevant
quarter and therefore may not reflect the net asset value per share on the
date of the high and low sales prices. The net asset values shown are
based on outstanding shares at the end of each period.
|
(2)
|
Calculated as the respective high or low sales price
divided by NAV.
|
Examples of Dilutive Effect of the
Issuance of Shares Below NAV
The following
table illustrates the reduction to NAV and dilution that would be experienced by
a stockholder who does not participate in three different hypothetical offerings
(a nonparticipating stockholder) of different sizes and levels of discount to
NAV. 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 per common share 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%.
16
|
|
|
|
|
|
|
Example 1
|
|
Example 2
|
|
Example 3
|
|
|
|
|
|
|
|
5% Offering
|
|
10% Offering
|
|
20% Offering
|
|
|
|
|
|
|
|
at 5%
Discount
|
|
at 10%
Discount
|
|
at 10%
Discount
|
|
|
Prior to Sale
|
|
Following
|
|
%
|
|
Following
|
|
%
|
|
Following
|
|
%
|
|
|
Below
NAV
|
|
Sale
|
|
Change
|
|
Sale
|
|
Change
|
|
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
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total NAV Held by Stockholder A
|
|
|
$
|
100,000
|
|
|
$
|
99,800
|
|
(0.20)%
|
|
$
|
99,100
|
|
(0.90)%
|
|
$
|
98,300
|
|
(1.70)%
|
Total Investment by Stockholder A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Assumed to Be $10.00 per Share)
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
|
$
|
100,000
|
|
|
|
$
|
100,000
|
|
|
Total Dilution to Stockholder A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Total NAV Less Total Investment)
|
|
|
|
|
|
|
$
|
(200)
|
|
|
|
$
|
(900)
|
|
|
|
$
|
(1,700)
|
|
|
Per Share
Amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV per Share Held by Stockholder A
|
|
|
|
|
|
|
$
|
9.98
|
|
|
|
$
|
9.91
|
|
|
|
$
|
9.83
|
|
|
Investment per Share Held by Stockholder A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Assumed to be $10.00 per Share on Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held Prior to Sale)
|
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
|
|
$
|
10.00
|
|
|
|
$
|
10.00
|
|
|
Dilution per Share Held by Stockholder A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(NAV per Share Less Investment per Share)
|
|
|
|
|
|
|
$
|
(0.02)
|
|
|
|
$
|
(0.09)
|
|
|
|
$
|
(0.17)
|
|
|
Percentage Dilution to Stockholder A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dilution per Share Divided by
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment per Share)
|
|
|
|
|
|
|
|
|
|
(0.20)%
|
|
|
|
|
(0.90)%
|
|
|
|
|
(1.70)%
|
Conditions to Sale Below
NAV
If stockholders approve this proposal, each Company will only issue
shares of its common stock at a price below NAV pursuant to this stockholder
proposal if the following conditions are met:
-
a majority of the Companys directors who have no
financial interest in the transaction and a
majority of the Companys 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 Companys directors who have no
financial interest in the transaction and
a
majority of the Companys 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.
17
-
if the net proceeds of any such sale are to be
used to make investments, a majority of the
Companys directors who have no financial interest in the transaction
and a majority of the
Companys independent
directors, have 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 Companys common stock.
As discussed below under the caption Certain Relationships and Related
Transactions Investment Advisory Agreement, with respect to each Company, the
Adviser is paid a fee based upon the Companys average monthly Managed Assets
(as defined below). The Advisers 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 because such an issuance will result in an
increase in a Companys Managed Assets and ultimately in the fee paid to the
Adviser. The Adviser is controlled directly or indirectly by officers and the
interested directors of each Company, among others. For that reason, any
issuance of shares at a price below NAV must be approved by a majority of the
disinterested directors.
Key Stockholder
Considerations
Before voting on this proposal or giving proxies with regard to this
matter, each Companys common stockholders should consider the dilutive effect
of the issuance of shares of the Companys 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 and may also adversely affect
the market price of the Companys common stock. 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
Companys then outstanding common stock. It should also be noted that as a
result, the maximum number of common shares issuable below NAV will increase as
the total number of shares of the Companys outstanding common stock increases
with each offering.
Common stockholders of a Company should also consider that holders of the
Companys 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 do not purchase sufficient shares in an offering conducted by the
Company to maintain their percentage interest, regardless of whether such
offering is above or below the then current NAV, their percentage of the
Companys 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 Companys expense ratio. In
general, assuming that a funds 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 Companys expense ratio will decrease; however, it will
not decrease as much as it would have had the shares been issued at
NAV.
18
Finally, any
sale of substantial amounts of a Companys common stock in the open market may
adversely affect the market price of its common stock. In addition, future sales
of a Companys common stock to the public, including through an offering below
NAV, 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 Company, the proposal must be approved by both (a) the
affirmative vote of a majority of all common stockholders of record, as of the
record date (the Registered Common Stockholder Vote), and (b) the affirmative
vote of a majority of the shares voted, in person or by proxy, at the meeting by
the holders of common stock and the holders of preferred stock (if any), voting
together as a single class (the Majority Stockholder Vote). If both approvals
are not obtained, the proposal will not pass.
For purposes of the Registered Common Stockholder Vote, the number of
common shares held by any single stockholder will not be relevant. For purposes
of the Registered Common Stockholder Vote, 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, for purposes of the Majority Stockholder
Vote, each common share, and in the case of TYG, TYY, NTG and TTP each preferred
share, is entitled to one vote, and abstentions and broker non-votes will not be
counted as shares voted and will have no effect on the result of the
vote.
The vast majority of stockholders hold their shares beneficially through
brokers and are not stockholders of record. In fact, as of February 21, 2013,
TYG, TYY, TYN, TPZ, NTG, TTP and NDP had 73, 51, 27, 7, 7, 4 and 3 stockholders
of record, respectively.
Stockholders should note that various affiliates of the Adviser, such as
certain of its Managing Directors and employees, are stockholders of record of
certain of the Companies and intend to participate in the Registered Common
Stockholder Vote. Because there may be few stockholders of record, these
affiliates may represent a substantial percentage of the total number of such
Companys stockholders of record. For that reason, votes cast by these
affiliates may determine whether this proposal is approved pursuant to the
Registered Common Stockholder Vote. In order to mitigate the conflict of
interest these affiliates may have in voting for this proposal pursuant to the
Registered Common Stockholder Vote, each such affiliate intends to vote in favor
of this proposal pursuant to the Registered Common Stockholder Vote only if this
proposal is approved pursuant to the Majority Stockholder Vote. Using this
method, the approval of the proposal is likely to be determined by the Majority
Stockholder Vote.
BOARD RECOMMENDATION
The Board of Directors of each
Company unanimously recommends that stockholders of the Company vote for the
proposal to allow the Company to sell its common shares below net asset value.
19
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
public accounting firm (independent auditors), to audit the accounts of the
Company for the fiscal year ending November 30, 2013. E&Ys selection was
approved by each Companys Audit Committee (Audit and Valuation Committee in the
case of TPZ, NTG and TTP). 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 Companys commencement of business (TYG in February 2004, TYY in May
2005, TYN in October 2005, TPZ in July 2009, NTG in July 2010, TTP in October
2011 and NDP in July 2012) 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 Companys Audit Committee (Audit and Valuation Committee
in the case of TPZ, NTG and TTP) 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 Companys independent registered public
accounting firm by the affirmative vote of a majority of the shares voted, in
person or by proxy, at the meeting by the holders of common stock and the
holders of preferred stock (if any), voting together as a single class. With
respect to each of TYG, TYY, NTG and TTP, each common share and each preferred
share is entitled to one vote on this proposal. With respect to TYN, TPZ and
NDP, 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 shares voted 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 Companys Independent Public
Accounting Firm.
20
AUDIT COMMITTEE REPORT TYG, TYY and
TYN
AUDIT AND VALUATION COMMITTEE
REPORT TPZ, NTG, TTP and NDP
The Audit
Committee of each of TYG, TYY and TYN, and the Audit and Valuation Committee of
each of TPZ, NTG, TTP and NDP, reviews the Companys annual financial statements
with both management and the independent auditors.
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 Companys independent auditors. Each Companys Audit
Committee or Audit and Valuation Committee, as applicable, has reviewed and
discussed the Companys audited financial statements for the fiscal year ended
November 30, 2012 with management. Management of each Company has represented to
the independent auditors that the Companys 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 Companys 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 Companys Audit Committee, or Audit and Valuation
Committee, as applicable, discussed with representatives of the independent
auditors their firms independence with respect to that Company.
With respect to each Company, based on the Audit Committees or Audit and
Valuation Committees 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 Companys Annual Report for filing with the SEC.
The Audit Committee of each
of
|
TYG, TYY and TYN
|
The Audit and Valuation Committee of
each of
|
TPZ, NTG, TTP and NDP
|
|
Conrad S. Ciccotello
(Chairman)
|
Charles E. Heath
|
John R.
Graham
|
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Each Companys
Audit Committee (Audit and Valuation Committee in the case of TPZ, NTG, TTP and
NDP) 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, 2013. E&Y is registered with the Public Company Accounting Oversight
Board.
21
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, 2011 and 2012 by E&Y,
respectively:
|
|
TYG
|
|
TYY
|
|
TYN
|
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
Audit Fees
(1)
|
|
$
|
149,000
|
|
$
|
187,000
|
|
$
|
175,000
|
|
$
|
201,000
|
|
$
|
105,000
|
|
$
|
107,000
|
Audit-Related Fees
(2)
|
|
$
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Fees
(3)
|
|
$
|
58,000
|
|
$
|
55,000
|
|
$
|
53,000
|
|
$
|
48,000
|
|
$
|
37,000
|
|
$
|
36,000
|
All
Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Non-Audit Fees
|
|
$
|
60,000
|
|
$
|
55,000
|
|
$
|
53,000
|
|
$
|
48,000
|
|
$
|
37,000
|
|
$
|
36,000
|
|
|
|
TPZ
|
|
NTG
|
|
TTP
|
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
Audit Fees
(1)
|
|
$
|
105,000
|
|
$
|
105,000
|
|
$
|
105,000
|
|
$
|
146,000
|
|
$
|
64,000
|
|
$
|
100,000
|
Audit-Related Fees
(2)
|
|
$
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Fees
(3)
|
|
$
|
17,000
|
|
$
|
19,000
|
|
$
|
49,000
|
|
$
|
48,000
|
|
|
|
|
$
|
12,000
|
All
Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Non-Audit Fees
|
|
$
|
19,000
|
|
$
|
19,000
|
|
$
|
49,000
|
|
$
|
48,000
|
|
|
|
|
$
|
12,000
|
|
|
|
NDP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
(1)
|
|
(4)
|
|
$
|
79,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit-Related Fees
(2)
|
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Fees
(3)
|
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
Other Fees
|
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Non-Audit Fees
|
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
(1)
|
For professional services rendered with respect to the
audit of each Companys financial statements and the review of each
Companys statutory and regulatory filings with the SEC.
|
(2)
|
For professional services rendered with respect to
assurance related services in connection with each Companys compliance
with its rating agency guidelines.
|
(3)
|
For professional services for tax compliance, tax advice
and tax planning.
|
(4)
|
NDP commenced operations on July 31, 2012 and did not
pay E&Y any fees in 2011.
|
The Audit
Committee of each Company (Audit and Valuation Committee in the case of TPZ,
NTG, TTP and NDP) has adopted pre-approval policies and procedures. Under these
policies and procedures, the Audit Committee of each Company (Audit and
Valuation Committee in the case of TPZ, NTG, TTP and NDP) pre-approves (i) the
selection of the Companys 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 TPZ, NTG,
TTP and NDP) 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 TPZ, NTG, TTP and NDP) at its next
meeting for ratification. Under certain limited circumstances, pre-approvals are
not required under
22
securities law regulations for
certain non-audit services below certain
de
minimus
thresholds. Since each Companys
respective adoption of these policies and procedures, the Audit Committee of the
Company (Audit and Valuation Committee in the case of TPZ, NTG, TTP and NDP) 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 TPZ, NTG, TTP and NDP)
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&Ys hours spent on auditing each Companys
financial statements were attributed to work performed by full-time permanent
employees of E&Y.
The Adviser
paid to E&Y $0 in 2011 and $15,000 in 2012 for tax services provided to the
Adviser. These non-audit services were not required to be preapproved by each
Companys Audit Committee (Audit and Valuation Committee in the case of TPZ,
NTG, TTP and NDP). 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 TPZ, NTG, TTP and NDP) has considered whether E&Ys 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&Ys
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.
23
SECURITY OWNERSHIP OF MANAGEMENT
AND
CERTAIN BENEFICIAL OWNERS
At December 31, 2012 each director
beneficially owned (as determined pursuant to Rule 16a-1(a) (2) under the
Exchange Act) shares of each Company overseen by such director in the Fund
Complex having values within the indicated dollar ranges. Other than the Fund
Complex, with respect to each Company, none of the Companys directors who are
not interested persons of the Company, nor any of their immediate family
members, has ever been a director, officer or employee of the Adviser or its
affiliates.
Director
|
|
Dollar Range of Holdings in the
Company
(1)
|
|
|
TYG
|
|
TYY
|
|
TYN
|
Interested Persons
|
|
|
|
|
|
|
H. Kevin Birzer
|
|
Over $100,000
|
|
Over $100,000
|
|
Over $100,000
|
Terry C. Matlack
|
|
Over $100,000
|
|
Over $100,000
|
|
Over $100,000
|
|
|
|
|
|
|
|
Independent Persons
|
|
|
|
|
|
|
Conrad S. Ciccotello
|
|
Over $100,000
|
|
$50,001-$100,000
|
|
$50,001-$100,000
|
John R. Graham
|
|
Over $100,000
|
|
Over $100,000
|
|
$50,001-$100,000
|
Charles E. Heath
|
|
Over $100,000
|
|
Over $100,000
|
|
$10,001-$50,000
|
|
|
|
|
|
|
|
Director
|
|
Dollar Range of Holdings in the
Company
(1)
|
|
|
TPZ
|
|
NTG
|
|
TTP
|
Interested Persons
|
|
|
|
|
|
|
H. Kevin Birzer
|
|
$10,001-$50,000
|
|
$50,001-$100,000
|
|
Over $100,000
|
Terry C. Matlack
|
|
$50,001-$100,000
|
|
$50,001-$100,000
|
|
Over $100,000
|
|
|
|
|
|
|
|
Independent Persons
|
|
|
|
|
|
|
Conrad S. Ciccotello
|
|
$10,001-$50,000
|
|
$10,001-$50,000
|
|
$10,001-$50,000
|
John R. Graham
|
|
$10,001-$50,000
|
|
Over $100,000
|
|
$10,001-$50,000
|
Charles E. Heath
|
|
$50,001-$100,000
|
|
$10,001-$50,000
|
|
$10,001-$50,000
|
|
|
|
|
|
|
|
Director
|
|
Dollar Range of Holdings in the
Company
(1)
|
|
|
NDP
|
|
|
|
|
Interested Persons
|
|
|
|
|
|
|
H. Kevin Birzer
|
|
$50,001-$100,000
|
|
|
|
|
Terry C. Matlack
|
|
$10,001-$50,000
|
|
|
|
|
|
|
|
|
|
|
|
Independent Persons
|
|
|
|
|
|
|
Conrad S. Ciccotello
|
|
$10,001-$50,000
|
|
|
|
|
John R. Graham
|
|
$50,001-$100,000
|
|
|
|
|
Charles E. Heath
|
|
$10,001-$50,000
|
|
|
|
|
|
|
Aggregate Dollar Range
of Holdings in Funds Overseen
|
Director
|
|
by Director in Fund
Complex
(2)
|
Interested Persons
|
|
|
H. Kevin Birzer
|
|
Over $100,000
|
Terry C. Matlack
|
|
Over $100,000
|
|
|
|
Independent Persons
|
|
|
Conrad S. Ciccotello
|
|
Over $100,000
|
John R. Graham
|
|
Over $100,000
|
Charles E. Heath
|
|
Over
$100,000
|
____________________
(1)
|
Based on the closing price of each Companys common shares on the
New York Stock Exchange on December 31, 2012.
|
(2)
|
Includes TYG, TYY, TYN, TPZ, NTG, TTP and NDP and an open-end fund.
Amounts based on the closing price of each of TYGs, TYYs, TYNs, TPZs,
NTGs, TTPs and NDPs common shares on the New York Stock Exchange on
December 31, 2012 and the net asset value of the open-end fund on December
31, 2012.
|
24
At December 31, 2012, 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
|
|
TYG
|
|
TYY
|
|
TYN
|
|
|
Common
|
|
Preferred
|
|
Common
|
|
Common
|
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Shares
|
Independent
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
Conrad S. Ciccotello
|
|
3,991.12
|
(1)
|
|
0
|
|
|
2,107.24
|
|
|
2,552.86
|
(2)
|
John R. Graham
|
|
10,492.49
|
(4)
|
|
0
|
|
|
4,821.87
|
(5)
|
|
2,349.33
|
(6)
|
Charles E. Heath
|
|
8,000.00
|
(10)
|
|
0
|
|
|
6,300.00
|
(11)
|
|
1,800.00
|
(12)
|
|
Interested Directors and
Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Kevin Birzer
|
|
46,170.92
|
(15)
|
|
0
|
|
|
18,769.24
|
(16)
|
|
7,122.93
|
(17)
|
Terry C. Matlack
|
|
15,528.41
|
(22)
|
|
2,500
|
(22)
|
|
13,484.49
|
(23)
|
|
15,024.24
|
(22)
|
Zachary A. Hamel
|
|
4,334.00
|
(24)
|
|
4,650
|
(25)
|
|
4,150.00
|
(26)
|
|
600.00
|
|
Kenneth P. Malvey
|
|
9,400.67
|
(27)
|
|
10,900
|
(28)
|
|
1,750.14
|
(29)
|
|
2,338.61
|
(30)
|
David J. Schulte
|
|
3,336.00
|
|
|
0
|
|
|
1,517.00
|
(34)
|
|
245.79
|
(35)
|
P. Bradley Adams
|
|
3,319.48
|
(36)
|
|
4,600
|
(37)
|
|
1,679.33
|
(38)
|
|
1,452.51
|
(39)
|
Rob Thummel
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
982.63
|
|
|
Directors and Officers as a Group
|
|
|
|
|
|
|
|
|
|
|
|
|
(9 for TYG, TYY, TPZ, NTG and TTP;
|
|
|
|
|
|
|
|
|
|
|
|
|
10 for TYN and NDP
|
|
104,573.10
|
|
|
22,650
|
|
|
54,479.31
|
|
|
34,468.90
|
|
|
|
Number of Shares
|
|
|
TPZ
|
|
NTG
|
|
TTP
|
|
NDP
|
|
|
Common
|
|
Preferred
|
|
Common
|
|
Common
|
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Shares
|
Independent
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
Conrad S. Ciccotello
|
|
693.00
|
(3)
|
|
694.63
|
|
|
534.20
|
|
|
500.00
|
|
John R. Graham
|
|
1,037.73
|
(6)
|
|
7,315.45
|
(7)
|
|
2,068.40
|
(8)
|
|
4,019.98
|
(9)
|
Charles E. Heath
|
|
3,500.00
|
(13)
|
|
2,000.00
|
(14)
|
|
1,000.00
|
|
|
1,000.00
|
|
|
Interested Directors and
Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Kevin Birzer
|
|
1,000.00
|
(18)
|
|
3,736.59
|
(19)
|
|
5,300.96
|
(20)
|
|
4,500.00
|
(21)
|
Terry C. Matlack
|
|
3,796.53
|
(22)
|
|
3,228.18
|
(22)
|
|
4,273.60
|
(22)
|
|
2,000.00
|
(22)
|
Zachary A. Hamel
|
|
1,000.00
|
|
|
4,000.00
|
|
|
0
|
|
|
0
|
|
Kenneth P. Malvey
|
|
1,934.00
|
(31)
|
|
5,941.00
|
(32)
|
|
1,229.54
|
(33)
|
|
1,000.00
|
|
David J. Schulte
|
|
2,000.00
|
|
|
3,000.00
|
|
|
0
|
|
|
1,000.00
|
|
P. Bradley Adams
|
|
2,071.20
|
(40)
|
|
515.77
|
(41)
|
|
106.84
|
(42)
|
|
225.00
|
|
Rob Thummel
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
1,000.00
|
|
|
Directors and Officers as a Group
|
|
|
|
|
|
|
|
|
|
|
|
|
(9 for TYG, TYY, TPZ, NTG and TTP;
|
|
|
|
|
|
|
|
|
|
|
|
|
10 for TYN and NDP)
|
|
17,032.46
|
|
|
30,283.57
|
|
|
14,445.13
|
|
|
15,244.98
|
|
None of the independent directors and
none of the interested directors and officers hold any TYY preferred shares, NTG
preferred shares or TTP preferred shares.
25
|
|
% of Outstanding Shares
(43)
|
|
|
TYG
Common
Shares
|
|
TYG
Preferred
Shares
|
|
TYY
Common
Shares
|
|
TYN
Common
Shares
|
|
TPZ
Common
Shares
|
|
NTG
Common
Shares
|
|
TTP
Common
Shares
|
|
NDP
Common
Shares
|
Independent Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conrad S. Ciccotello
|
|
*
|
|
N/A
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
John R. Graham
|
|
*
|
|
N/A
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
Charles E. Heath
|
|
*
|
|
N/A
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
Interested Directors
and
Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Kevin Birzer
|
|
*
|
|
N/A
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
Terry C. Matlack
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
Zachary A. Hamel
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
Kenneth P.
Malvey
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
David J. Schulte
|
|
*
|
|
N/A
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
P. Bradley Adams
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
Rob Thummel
|
|
N/A
|
|
N/A
|
|
N/A
|
|
*
|
|
N/A
|
|
N/A
|
|
N/A
|
|
*
|
|
Directors and Officers as
a
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
Group (9 for TYG,
TYY,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TPZ, NTG and
TTP;
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 for TYN and
NDP)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
* Indicates less than
1%.
|
(1)
|
Mr. Ciccotello holds 300 of these shares jointly with
his wife.
|
(2)
|
Mr. Ciccotello holds 337 of these shares jointly with
his wife.
|
(3)
|
Mr. Ciccotello holds these shares jointly with his
wife.
|
(4)
|
Includes 3,000 shares held by 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.
|
(5)
|
Includes 1,666.89 shares held by the John R. Graham
Trust, of which Mr. Graham is the sole trustee.
|
(6)
|
All shares held by the John R. Graham Trust, of which
Mr. Graham is the sole trustee.
|
(7)
|
Includes 2,315.45 shares held by the John R. Graham
Trust, of which Mr. Graham is the sole trustee, and 2000 shares held by
Mr. Graham as co-trustee of his wifes trust.
|
(8)
|
Includes 1,068.40 shares held by the John R. Graham
Trust, of which Mr. Graham is the sole trustee.
|
(9)
|
Includes 1,019.98 shares held by the John R. Graham
Trust, of which Mr. Graham is the sole trustee.
|
(10)
|
All shares held by the Charles E. Heath Trust, of which
Mr. Heath is a trustee.
|
(11)
|
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.
|
(12)
|
All shares held by the Charles E. Heath Trust #1, of
which Mr. Heath is a trustee.
|
(13)
|
All shares held by the Charles F. Heath Trust #1, Trust
B, of which Mr. Heath is a trustee.
|
(14)
|
All shares held by the Charles F. Heath Trust #1, Trust
B, of which Mr. Heath is a trustee.
|
(15)
|
Includes 33,084.20 shares Mr. Birzer holds jointly with
his wife and 1,696.84 shares held by Mr. Birzers minor children in
accounts established under the Kansas Uniform Transfer to Minors Act for
which his wife is the custodian. Excludes shares held by his adult child
no longer living at his home.
|
(16)
|
Includes 17,935.68 shares Mr. Birzer holds jointly with
his wife and 833.56 shares held by Mr. Birzers minor children in accounts
established under the Kansas Uniform Transfer to Minors Act for which his
wife is the custodian. Excludes shares held by his adult child no longer
living at his home.
|
(17)
|
Includes 6,306.21 shares Mr. Birzer owns jointly with
his wife and 816.72 shares held by Mr. Birzers minor children in accounts
established under the Kansas Uniform Transfer to Minors Act for which his
wife is the custodian. Excludes shares held by his adult child no longer
living at his home.
|
26
(18)
|
Includes 500 shares Mr. Birzer holds jointly with his
wife and 500 shares held by Mr. Birzers minor children in accounts
established under the Kansas Uniform Transfer to Minors Act for which his
wife is the custodian. Excludes shares held by his adult child no longer
living at his home.
|
(19)
|
Includes 3,157.72 shares Mr. Birzer holds jointly with
his wife and 578.87 shares held by Mr. Birzers minor children in accounts
established under the Kansas Uniform Transfer to Minors Act for which his
wife is the custodian. Excludes shares held by his adult child no longer
living at his home.
|
(20)
|
Includes 4,773.60 shares Mr. Birzer owns jointly with
his wife and 527.36 shares held by Mr. Birzers minor children in accounts
established under the Kansas Uniform Transfer to Minors Act for which his
wife is the custodian. Excludes shares held by his adult child no longer
living at his home.
|
(21)
|
Includes 500 shares held by Mr. Birzers minor children
in accounts established under the Kansas Uniform Transfer to Minors Act
for which his wife is the custodian. Excludes shares held by his adult
child no longer living at his home.
|
(22)
|
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.
|
(23)
|
Includes 12,977.89 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.
|
(24)
|
Includes 320 shares held by Mr. Hamels children in
accounts established under the Kansas Uniform Transfer to Minors Act for
which he is the custodian.
|
(25)
|
Includes 1,150 shares held by Mr. Hamels children in
accounts established under the Kansas Uniform Transfer to Minors Act for
which he is the custodian.
|
(26)
|
Includes 150 shares held by Mr. Hamels children in
accounts established under the Kansas Uniform Transfer to Minors Act for
which he is the custodian.
|
(27)
|
Includes 2,129.48 shares held by Mr. Malveys wife, 121
shares held by his child in an account established under the Kansas
Uniform Transfer to Minors Act for which he is the custodian and 123
shares held by his grandmothers trust for which he served as co-trustee.
Excludes 167 shares held by his in-laws over which he has dispositive
power, but over which he disclaims beneficial ownership.
|
(28)
|
Includes 2,400 shares held by his grandmothers trust
for which he served as co-trustee. Excludes 500 shares held by his in-laws
over which he has dispositive power, but over which he disclaims
beneficial ownership.
|
(29)
|
Includes 500 shares held by Mr. Malveys wife and 100
shares held by his child in an account established under the Kansas
Uniform Transfer to Minors Act for which he is the custodian. Excludes
111.01 shares held by his in-laws over which he has dispositive power, but
over which he disclaims beneficial ownership.
|
(30)
|
Includes 100 shares held by his child in an account
established under the Kansas Uniform Transfer to Minors Act for which he
is the custodian and 124 shares held by his grandmothers trust for which
he served as co-trustee.
|
(31)
|
Includes 750 shares held by Mr. Malveys wife, 100
shares held by his child in an account established under the Kansas
Uniform Transfer to Minors Act for which he is the custodian, and 334
shares held by his grandmothers trust for which he served as
co-trustee.
|
(32)
|
Includes 1,000 shares held by Mr. Malveys wife, 100
shares held by his child in an account established under the Kansas
Uniform Transfer to Minors Act for which he is the custodian, and 3,841
shares held by his grandmothers trust for which he served as
co-trustee.
|
(33)
|
Includes 106.92 shares held by Mr. Malveys wife and
53.46 shares held by his child in an account established under the Kansas
Uniform Transfer to Minors Act for which he is the
custodian.
|
(34)
|
Includes 200 shares held in childrens accounts
established under the Kansas Uniform Transfer to Minors Act for which his
wife is the custodian.
|
(35)
|
Includes 200 shares held in childrens accounts
established under the Kansas Uniform Transfer to Minors Act for which his
wife is the custodian.
|
(36)
|
Includes 540.11 shares held jointly with his wife and
336.78 shares held jointly with his son.
|
(37)
|
Includes 250 shares held by his wife and 2,250 shares
held jointly with his son.
|
(38)
|
Includes 422.77 shares held jointly with his
wife.
|
(39)
|
Includes 653.36 shares held jointly with his wife and
487.05 shares held jointly with his son.
|
(40)
|
Includes 811.20 shares held jointly with his
son.
|
(41)
|
Includes 115.77 shares held jointly with his
wife.
|
27
(42)
|
Held jointly with his wife.
|
(43)
|
Based on the following shares outstanding as of December 31, 2012:
28,296,347 shares of TYG common stock, 7,300,000 shares of TYG preferred
stock, 19,847,518 shares of TYY common stock, 6,301,191 shares of TYN
common stock, 6,951,333 shares of TPZ common stock, 46,559,833 shares of
NTG common stock, 10,004,200 shares of TTP common stock, and 14,504,200
shares of NDP common stock.
|
28
As of December 31, 2012, 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, 2012,
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. As of December 31,
2012, to the knowledge of NTG, no person held (sole or shared) power to vote or
dispose of more than 5% of the outstanding common shares of NTG. As of December
31, 2012, to the knowledge of TTP, no person held (sole or shared) power to vote
or dispose of more than 5% of the outstanding common shares of TTP. As of
December 31, 2012, to the knowledge of NDP, no person held (sole or shared)
power to vote or dispose of more than 5% of the outstanding common shares of
NDP.
The table below indicates the
persons known to TYG to own 5% or more of its shares of preferred stock as of
December 31, 2012. The beneficial owner listed below has sole power to vote and
dispose of the shares listed in the table below.
|
|
Number of
TYG
|
|
Percent
|
Name and Address
|
|
Preferred Shares
|
|
of Class
|
Karpus Management, Inc.,
d/b/a Karpus
|
|
561,423(**)
|
|
7.7%(**)
|
Investment Management
(*)
|
|
|
|
|
183 Sullys
Trail
|
|
|
|
|
Pittsford, New York
14534
|
|
|
|
|
____________________
(*)
|
Information with respect to this beneficial owner and its
beneficial ownership is based on a Schedule 13G amendment filed on January
27, 2012.
|
(**)
|
These shares were redeemed by the Company on January 7,
2013.
|
The table below indicates the
persons known to TYY to own 5% or more of its shares of common stock as of
December 31, 2012. The beneficial owners listed below share the power to vote
and dispose of the shares listed in the table below.
|
|
Number of
TYY
|
|
Percent
of
|
Name and Address
|
|
Common Shares
|
|
Class
|
First Trust Portfolios
L.P.(*)
|
|
1,282,796
|
|
6.5%
|
First Trust Advisers
L.P.(*)
|
|
|
|
|
The Charger
Corporation(*)
|
|
|
|
|
120 East Liberty Drive,
Suite 400
|
|
|
|
|
Wheaton, IL
60187
|
|
|
|
|
____________________
(*)
|
Information based on a Schedule
13G amendment jointly filed by The Charger Corporation, First Trust
Portfolios L.P. and First Trust Advisors L.P. on January 31, 2013. The
Charger Corporation is the General Partner of both First Trust Portfolios
L.P. and First Trust Advisors L.P. First Trust Portfolios L.P. acts as
sponsor of certain unit investment trusts which hold shares of
TYY.
|
29
The table below indicates the
persons known to TYY to own 5% or more of its shares of preferred stock as of
December 31, 2012. Each of the beneficial owners listed below has no voting
power over, and shares the power to dispose of, the shares listed in the table
below.
|
|
Number of
TYY
|
|
Percent
of
|
Name and Address
|
|
Preferred Shares
|
|
Class
|
RiverNorth Capital
Management, LLC(*)
|
|
334,415
|
|
6.7%
|
325 N. LaSalle Street,
Suite 645
|
|
|
|
|
Chicago, IL
60654-7030
|
|
|
|
|
|
NWQ Investment Management,
LLC(**)
|
|
272,700
|
|
5.5%
|
2049 Century Park East,
16th Floor
|
|
|
|
|
Los Angeles, CA
90067
|
|
|
|
|
____________________
(*)
|
Information with respect to this beneficial owner and its
beneficial ownership is based on a Schedule 13G filed on February 15,
2013.
|
(**)
|
Information with respect to this beneficial owner and its
beneficial ownership is based on a Schedule 13G filed on February 14,
2013.
|
The table below indicates the
persons known to TYN to own 5% or more of its shares of common stock as of
December 31, 2012. The beneficial owners listed below have no voting power over,
and share the power to dispose of, the shares listed in the table
below.
|
|
Number of
TYN
|
|
Percent
of
|
Name and Address
|
|
Common Shares
|
|
Class
|
First Trust Portfolios
L.P.(*)
|
|
424,896
|
|
6.7%
|
First Trust Advisers
L.P.(*)
|
|
|
|
|
The Charger
Corporation(*)
|
|
|
|
|
120 East Liberty Drive,
Suite 400
|
|
|
|
|
Wheaton, IL
60187
|
|
|
|
|
____________________
(*)
|
Information based on a Schedule
13G amendment jointly filed by The Charger Corporation, First Trust
Portfolios L.P. and First Trust Advisors L.P. on January 10, 2013. The
Charger Corporation is the General Partner of both First Trust Portfolios
L.P. and First Trust Advisors L.P. First Trust Portfolios L.P. acts as
sponsor of certain unit investment trusts which hold shares of
TYN.
|
30
The table below indicates the
persons known to NTG to own 5% or more of its shares of preferred stock as of
December 31, 2012.
|
|
Number of
NTG
|
|
Percent
of
|
Name and Address
|
|
Preferred Shares
|
|
Class
|
Massachusetts Mutual Life
Insurance Co.(*)
|
|
3,000,000
|
|
83.3%
|
1295 State
Street
|
|
|
|
|
Springfield, Massachusetts
01111
|
|
|
|
|
|
United of Omaha Life
Insurance Company(**)
|
|
400,000
|
|
11.1%
|
Mutual of Omaha
Plaza
|
|
|
|
|
Omaha, Nebraska
68175-1011
|
|
|
|
|
|
Phoenix Life Insurance
Company
|
|
200,000
|
|
5.6%
|
One American Row
|
|
|
|
|
Hartford, CT
06102
|
|
|
|
|
____________________
(*)
|
Information with respect to this beneficial owner and its
beneficial ownership is based on a Form 4 filed on November 1, 2010. The
reporting person directly beneficially owns all of the
shares.
|
(**)
|
Information with respect to this beneficial owner and its
beneficial ownership is based on a Form 4 filed on November 1, 2010. The
reporting person directly beneficially owns all of the
shares.
|
The table below indicates the
persons known to TTP to own 5% or more of its shares of preferred stock as of
December 31, 2012.
|
|
Number of
TTP
|
|
Percent
of
|
Name and Address
|
|
Preferred Shares
|
|
Class
|
Massachusetts Mutual Life
Insurance Co.(*)
|
|
520,000
|
|
81.2%
|
1295 State
Street
|
|
|
|
|
Springfield, Massachusetts
01111
|
|
|
|
|
|
Phoenix Life Insurance
Company
|
|
120,000
|
|
18.8%
|
One American Row
|
|
|
|
|
Hartford, CT
06102
|
|
|
|
|
____________________
(*)
|
Information with respect to this beneficial owner and its
beneficial ownership is based on a Form 4 filed on December 12, 2011. The
reporting person directly beneficially owns 454,000 of the shares and
indirectly beneficially owns 66,000 of the shares through two different
wholly-owned subsidiaries.
|
31
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Investment Advisory Agreement.
Tortoise Capital Advisors, LLC is
each Companys investment adviser. The Advisers address is 11550 Ash Street,
Suite 300, Leawood, Kansas 66211. As of January 31, 2013, the Adviser had
approximately $10.4 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
Companys average monthly Managed Assets. The Adviser has agreed to waive all
fees due under the TYG Advisory Agreement related to the net proceeds received
from the issuance of additional common stock under the at-the-market equity
program for a six month period following the date of issuance. In its last
fiscal year, TYG incurred $15,782,415 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 TYYs average monthly Managed Assets for such services. The
Adviser has agreed to waive all fees due under the TYY Advisory Agreement
related to the net proceeds received from the issuance of additional common
stock under the at-the-market equity program for a six month period following
the date of issuance. In its last fiscal year, TYY incurred $8,129,894 in net
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
TYNs average monthly Managed Assets. In its last fiscal year, TYN incurred
$2,178,097 in net fees due to the Adviser under the TYN Advisory
Agreement.
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
Companys average monthly Managed Assets. The Adviser waived fees in the amount
of 0.10 percent of average monthly Managed Assets for the period from January 1,
2012 through December 31, 2012, and has agreed to a fee waiver of 0.10 percent
of average monthly Managed Assets for the period from January 1, 2013 through
December 31, 2013. In its last fiscal year, TPZ incurred $1,837,223 in net fees
due to the Adviser under the TPZ Advisory Agreement.
Pursuant to the terms of an Advisory
Agreement between NTG and the Adviser, dated July 27, 2010 and which became
effective upon the closing of NTGs initial public offering (the NTG Advisory
Agreement), NTG 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
Companys average monthly Managed Assets. The Adviser waived fees in the amount
of 0.20% of Managed Assets from July 28, 2011 through December 31, 2012, and has
agreed to a fee waiver of 0.15% of Managed Assets from January 1, 2013 through
December 31, 2013, 0.10% of Managed Assets from January 1, 2014 through December
31, 2014, and 0.05% of Managed Assets from January 1, 2015 through December 31,
2015. In addition, the Adviser has agreed to waive all fees due under the NTG
Advisory Agreement related to the net proceeds received from the issuance of
additional common stock under the at-the-market equity program for a six month
period following the date of issuance. In its last fiscal year, NTG incurred
$12,236,478 in net fees due to the Adviser under the NTG Advisory Agreement.
32
Pursuant to the terms of any
Advisory Agreement between TTP and the Adviser, dated September 12, 2011 and
which became effective upon the closing of TTPs initial public offering (the
TTP Advisory Agreement), TTP pays to the Adviser quarterly, as compensation
for the services rendered by the Adviser, a fee equal on an annual basis to
1.10% of the Companys average monthly Managed Assets. The Adviser waived fees
in the amount of 0.25% of Managed Assets from the closing of TTPs initial
public offering through December 31, 2012, and has agreed to a fee waiver of
0.20% of Managed Assets from January 1, 2013 through December 31, 2013, and
0.15% of Managed Assets from January 1, 2014 through December 31, 2014. In its
last fiscal year, TTP incurred $2,818,995 in net fees due to the Adviser under
the TTP Advisory Agreement.
Pursuant to the terms of any
Advisory Agreement between NDP and the Adviser, dated July 6, 2012 and which
became effective upon the closing of NDPs initial public offering (the NDP
Advisory Agreement), NDP pays to the Adviser quarterly, as compensation for the
services rendered by the Adviser, a fee equal on an annual basis to 1.10% of the
Companys average monthly Managed Assets. The Adviser has agreed to a fee waiver
of 0.15%, 0.15%, 0.10% and 0.10% of Managed Assets through July 30, 2013, July
30, 2014, July 30, 2015 and July 30, 2016, respectively. In its last fiscal
year, NDP incurred $1,150,782 in net fees due to the Adviser under the NDP
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). Montage Investments, LLC, a
wholly-owned subsidiary of Mariner Holdings, LLC, owns a majority interest in
Tortoise Holdings, LLC, with the remaining interests held by the five members of
the Advisers investment committee, H. Kevin Birzer, Zachary A. Hamel, Kenneth
P. Malvey, Terry C. Matlack and David J. Schulte, some of whom 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.
Each of Messrs. Birzer, Hamel, Malvey, Matlack and Schulte receive a fixed
salary from the Adviser for the services they provide, and each is eligible for
an annual cash bonus based on the earnings of the Adviser and the satisfaction
of certain other conditions. As a result of the foregoing, they may each be
deemed to have an indirect material interest in fees paid to the
Adviser.
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
|
|
28,396,285
|
|
8,000,000
|
TYY
|
|
19,910,376
|
|
5,000,000
|
TYN
|
|
6,306,162
|
|
N/A
|
TPZ
|
|
6,951,333
|
|
N/A
|
NTG
|
|
46,694,200
|
|
3,600,000
|
TTP
|
|
10,004,200
|
|
640,000
|
NDP
|
|
14,504,200
|
|
N/A
|
33
How Proxies Will Be Voted.
All proxies solicited by the Board of
Directors of each Company that are properly executed and received prior to the
meeting, and that are not revoked, will be voted at the meeting. Shares
represented by those proxies will be voted in accordance with the instructions
marked on the proxy. If no instructions are specified, shares will be counted as
a vote FOR the proposals described in this proxy statement.
How To Vote.
You may vote your shares by simply completing and signing the
enclosed proxy card (your ballot), and mailing it in the postage-paid envelope
included in this package. You may also vote in person if you are able to attend
the meeting.
Expenses and Solicitation of
Proxies.
The expenses of preparing, printing
and mailing the enclosed proxy card, the accompanying notice and this proxy
statement and all other costs, in connection with the solicitation of proxies
will be borne by the Companies on a pro rata basis. Each Company may also
reimburse banks, brokers and others for their reasonable expenses in forwarding
proxy solicitation material to the beneficial owners of shares of the Company.
In order to obtain the necessary quorum for a Company at the meeting, additional
solicitation may be made by mail, telephone, telegraph, facsimile or personal
interview by representatives of the Company, the Adviser, the Companys 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
Companys 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, TPZ, NTG, TTP and NDP.
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 Companys common shares entitled to vote at the annual meeting of
stockholders. Such written request should be directed to the Companys Secretary
at 11550 Ash Street, Suite 300, Leawood, Kansas 66211, (866)
362-9331.
34
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and
Section 16(a) of the Exchange Act require each Companys directors and officers,
the Adviser, affiliated persons of the Adviser and persons who own more than 10%
of a registered class of the Companys equity securities to file forms reporting
their affiliation with the Company and reports of ownership and changes in
ownership of the Companys 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 Conrad Ciccotello was late in reporting the sale of a
fractional share of TYN in connection with a brokerage account transfer, Zachary
Hamel was late in reporting the sale of a fractional share of TYY in connection
with closing an account, David Schulte was late in reporting the sale of a
fractional share of each of TYG, TYY, TYN and NTG in connection with gifting and
closing of certain accounts and certain affiliates of the Adviser controlled by
Mariner Holdings, LLC were late in filing Form 3s for NDP. The Form 4s for Mr.
Ciccotello, Mr. Hamel and Mr. Schulte and the Form 3s for Mariner Holdings, LLC
affiliates have been filed. 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 Companys equity securities.
ADMINISTRATOR
TYG, TYY, TYN, TPZ, NTG, TTP and NDP
have each entered into administration agreements with US Bancorp Fund Services,
LLC whose principal business address is 615 E. Michigan Street, Milwaukee,
Wisconsin 53202.
STOCKHOLDER
COMMUNICATIONS
Stockholders are able to send
communications to the Board of Directors of each Company. Communications should
be addressed to the Secretary of the applicable Company at its principal offices
at 11550 Ash Street, Suite 300, Leawood, Kansas 66211. The Secretary will
forward any communications received directly to the Board of Directors or
particular director, as applicable.
CODE OF ETHICS
Each of the Companies has adopted a
code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes
personal trading procedures for employees designated as access persons and which
is available through the Companys link on its investment advisers website
(www.tortoiseadvisors.com).
35
STOCKHOLDER PROPOSALS AND NOMINATIONS
FOR THE 2014 ANNUAL MEETING
Method for Including Proposals
in a Companys Proxy Statement.
Under the
rules of the SEC, if you want to have a proposal included in a Companys 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 November 22,
2013. 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 Companys 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 Companys Bylaws. Under
each Companys Bylaws, nominations for director or other business proposals to
be addressed at the Companys 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 November 22, 2013 in the case
of TYG and October 23, 2013 in the case of each of TYY, TYN, TPZ, NTG, TTP and
NDP, nor later than
5:00 p.m. Central Time on December 22, 2013 in the case of TYG
and November 22, 2013 in the case of each of TYY, TYN, TPZ, NTG, TTP and NDP.
The stockholder must satisfy certain requirements set forth in the Companys
Bylaws and the notice must contain specific information required by the
Companys 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 persons
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 Companys Bylaws. A copy of each
Companys 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 Companys 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
|
March 21, 2013
36
TORTOISE ENERGY INFRASTRUCTURE
CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN
ENERGY CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND,
INC.
TORTOISE MLP FUND, INC.
TORTOISE PIPELINE & ENERGY FUND,
INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
PLEASE FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE
[Tortoise
Logo]
|
|
|
Proxy Tortoise Energy Infrastructure Corporation
|
|
PROXY SOLICITED BY THE
BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS MAY 30, 2013
The undersigned holder of
common shares of Tortoise Energy Infrastructure Corporation appoints P. Bradley
Adams 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
30, 2013 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:
|
|
|
|
|
|
|
F
OR
|
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 2013 annual
meeting of stockholders.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
3.
|
|
Ratification of Ernst & Young LLP as the
Companys independent registered public accounting firm to audit the
financial statements of the Company for the fiscal year ending November
30, 2013:
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
|
|
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 Items
|
|
|
Change of Address
Please print new address below.
|
Meeting Attendance
|
|
|
|
|
Mark box to the
right
c
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)
|
|
Signature 1 Please keep signature
|
|
Signature 2 Please keep signature
|
Please print date below
|
|
within the box.
|
|
within the box.
|
/ /
|
|
|
|
|
PLEASE FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE
[Tortoise
Logo]
|
|
|
Proxy Tortoise Energy Infrastructure Corporation
|
|
PROXY SOLICITED BY THE
BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS MAY 30, 2013
The undersigned holder
of preferred shares of Tortoise Energy Infrastructure Corporation appoints
P. Bradley Adams 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 30, 2013 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.
|
|
Nominee:
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
John R. Graham
|
[ ]
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
H. Kevin Birzer
|
[ ]
|
[ ]
|
|
|
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 2013 annual
meeting of stockholders.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
3.
|
|
Ratification of Ernst & Young LLP as the
Companys independent registered public accounting firm to audit the
financial statements of the Company for the fiscal year ending November
30, 2013:
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
|
|
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 Items
|
|
|
Change of Address
Please print new address below.
|
Meeting Attendance
|
|
|
|
|
Mark box to the
right
c
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)
|
|
Signature 1 Please keep signature
|
|
Signature 2 Please keep signature
|
Please print date below
|
|
within the box.
|
|
within the box.
|
/ /
|
|
|
|
|
PLEASE FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE
[Tortoise
Logo]
|
|
|
Proxy Tortoise Energy Capital Corporation
|
|
PROXY SOLICITED BY THE
BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS MAY 30, 2013
The undersigned holder
of common shares of Tortoise Energy Capital Corporation appoints P. Bradley
Adams 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 30,
2013 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:
|
|
|
|
|
|
|
F
OR
|
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 2013 annual
meeting of stockholders.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
3.
|
|
Ratification of Ernst & Young LLP as the
Companys independent registered public accounting firm to audit the
financial statements of the Company for the fiscal year ending November
30, 2013:
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
|
|
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 Items
|
|
|
Change of Address
Please print new address below.
|
Meeting Attendance
|
|
|
|
|
Mark box to the
right
c
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)
|
|
Signature 1 Please keep signature
|
|
Signature 2 Please keep signature
|
Please print date below
|
|
within the box.
|
|
within the box.
|
/ /
|
|
|
|
|
PLEASE FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE
[Tortoise
Logo]
|
|
|
Proxy Tortoise Energy Capital Corporation
|
|
PROXY SOLICITED BY THE
BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS MAY 30, 2013
The undersigned holder of
preferred shares of Tortoise Energy Capital Corporation appoints P. Bradley
Adams 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 30,
2013 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.
|
|
Nominee:
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
John R. Graham
|
[ ]
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
H. Kevin Birzer
|
[ ]
|
[ ]
|
|
|
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 2013 annual
meeting of stockholders.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
3.
|
|
Ratification of Ernst & Young LLP as the
Companys independent registered public accounting firm to audit the
financial statements of the Company for the fiscal year ending November
30, 2013:
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
|
|
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 Items
|
|
|
Change of Address
Please print new address below.
|
Meeting Attendance
|
|
|
|
|
Mark box to the
right
c
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)
|
|
Signature 1 Please keep signature
|
|
Signature 2 Please keep signature
|
Please print date below
|
|
within the box.
|
|
within the box.
|
/ /
|
|
|
|
|
PLEASE FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE
[Tortoise
Logo]
|
|
|
Proxy Tortoise North American
Energy Corporation
|
|
PROXY SOLICITED BY THE
BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS MAY 30, 2013
The undersigned holder of
common shares of Tortoise North American Energy Corporation appoints P. Bradley
Adams 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
30, 2013 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.
|
|
Nominee:
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
John R. Graham
|
[ ]
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
H. Kevin Birzer
|
[ ]
|
[ ]
|
|
|
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 2013 annual
meeting of stockholders.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
3.
|
|
Ratification of Ernst & Young LLP as the
Companys independent registered public accounting firm to audit the
financial statements of the Company for the fiscal year ending November
30, 2013:
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
|
|
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 Items
|
|
|
Change of Address
Please print new address below.
|
Meeting Attendance
|
|
|
|
|
Mark box to the
right
c
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)
|
|
Signature 1 Please keep signature
|
|
Signature 2 Please keep signature
|
Please print date below
|
|
within the box.
|
|
within the box.
|
/ /
|
|
|
|
|
PLEASE FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE
[Tortoise
Logo]
|
|
|
Proxy Tortoise Power and Energy Infrastructure Fund,
Inc.
|
|
PROXY SOLICITED BY THE
BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS MAY 30, 2013
The undersigned holder of
common shares of Tortoise Power and Energy Infrastructure Fund, Inc. appoints P.
Bradley Adams 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 30, 2013 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.
|
|
Nominee:
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
John R. Graham
|
[ ]
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
H. Kevin Birzer
|
[ ]
|
[ ]
|
|
|
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 2013 annual
meeting of stockholders.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
3.
|
|
Ratification of Ernst & Young LLP as the
Companys independent registered public accounting firm to audit the
financial statements of the Company for the fiscal year ending November
30, 2013:
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
|
|
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 Items
|
|
|
Change of Address
Please print new address below.
|
Meeting Attendance
|
|
|
|
|
Mark box to the
right
c
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)
|
|
Signature 1 Please keep signature
|
|
Signature 2 Please keep signature
|
Please print date below
|
|
within the box.
|
|
within the box.
|
/ /
|
|
|
|
|
PLEASE FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.
[Tortoise
Logo]
|
|
|
Proxy Tortoise MLP Fund, Inc.
|
|
PROXY SOLICITED BY THE
BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS MAY 30, 2013
The undersigned holder of
common shares of Tortoise MLP Fund, Inc. appoints P. Bradley Adams 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 MLP Fund, Inc. to be held on May 30, 2013 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 Nominee below.
|
1.
|
|
Nominee:
|
|
|
|
|
|
|
F
OR
|
WITHHOLD
|
|
|
|
John R. Graham
|
[ ]
|
[ ]
|
|
|
B.
|
|
Issues The Board of Directors recommends a
vote FOR the Proposals and Ratification below.
|
2.
|
|
Approval for the Companys 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 2013 annual meeting
of stockholders.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
3.
|
|
Ratification of Ernst & Young LLP as the
Companys independent registered public accounting firm to audit the
financial statements of the Company for the fiscal year ending November
30, 2013.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
|
|
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 Items
|
|
|
Change of Address
Please print new address below.
|
Meeting Attendance
|
|
|
|
|
Mark box to the
right
c
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)
|
|
Signature 1 Please keep signature
|
|
Signature 2 Please keep signature
|
Please print date below
|
|
within the box.
|
|
within the box.
|
/ /
|
|
|
|
|
PLEASE FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.
[Tortoise
Logo]
|
|
|
Proxy Tortoise MLP Fund, Inc.
|
|
PROXY SOLICITED BY THE
BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS MAY 30, 2013
The undersigned holder of
preferred shares of Tortoise MLP Fund, Inc. appoints P. Bradley Adams 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 MLP Fund, Inc. to be held on May 30, 2013 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.
|
|
Nominee:
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
John R. Graham
|
[ ]
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
H. Kevin Birzer
|
[ ]
|
[ ]
|
|
|
B.
|
|
Issues The Board of Directors recommends a
vote FOR the Proposals and Ratification below.
|
2.
|
|
Approval for the Companys 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 2013 annual meeting
of stockholders.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
3.
|
|
Ratification of Ernst & Young LLP as the
Companys independent registered public accounting firm to audit the
financial statements of the Company for the fiscal year ending November
30, 2013.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
|
|
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 Items
|
|
|
Change of Address
Please print new address below.
|
Meeting Attendance
|
|
|
|
|
Mark box to the
right
c
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)
|
|
Signature 1 Please keep signature
|
|
Signature 2 Please keep signature
|
Please print date below
|
|
within the box.
|
|
within the box.
|
/ /
|
|
|
|
|
PLEASE FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE
[Tortoise
Logo]
|
|
|
Proxy Tortoise Pipeline & Energy Fund, Inc.
|
|
PROXY SOLICITED BY THE
BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS MAY 30, 2013
The undersigned holder of
common shares of Tortoise Pipeline & Energy Fund, Inc. appoints P. Bradley
Adams 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 Pipeline & Energy Fund, Inc. to be held on May
30, 2013 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:
|
|
|
|
|
|
|
F
OR
|
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 2013 annual
meeting of stockholders.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
3.
|
|
Ratification of Ernst & Young LLP as the
Companys independent registered public accounting firm to audit the
financial statements of the Company for the fiscal year ending November
30, 2013:
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
|
|
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 Items
|
|
|
Change of Address
Please print new address below.
|
Meeting Attendance
|
|
|
|
|
Mark box to the
right
c
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)
|
|
Signature 1 Please keep signature
|
|
Signature 2 Please keep signature
|
Please print date below
|
|
within the box.
|
|
within the box.
|
/ /
|
|
|
|
|
PLEASE FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE
[Tortoise
Logo]
|
|
|
Proxy Tortoise Pipeline & Energy Fund, Inc.
|
|
PROXY SOLICITED BY THE
BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS MAY 30, 2013
The undersigned holder of
preferred shares of Tortoise Pipeline & Energy Fund, Inc. appoints P.
Bradley Adams 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 Pipeline & Energy Fund, Inc. to
be held on May 30, 2013 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.
|
|
Nominee:
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
John R. Graham
|
[ ]
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
H. Kevin Birzer
|
[ ]
|
[ ]
|
|
|
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 2013 annual
meeting of stockholders.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
3.
|
|
Ratification of Ernst & Young LLP as the
Companys independent registered public accounting firm to audit the
financial statements of the Company for the fiscal year ending November
30, 2013:
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
|
|
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 Items
|
|
|
Change of Address
Please print new address below.
|
Meeting Attendance
|
|
|
|
|
Mark box to the
right
c
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)
|
|
Signature 1 Please keep signature
|
|
Signature 2 Please keep signature
|
Please print date below
|
|
within the box.
|
|
within the box.
|
/ /
|
|
|
|
|
PLEASE FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE
[Tortoise
Logo]
|
|
|
Proxy Tortoise Energy Independence Fund, Inc.
|
|
PROXY SOLICITED BY THE
BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS MAY 30, 2013
The undersigned holder of
common shares of Tortoise Energy Independence Fund, Inc. appoints P. Bradley
Adams 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 Independence Fund, Inc. to be held on May 30,
2013 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.
|
|
Nominee:
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
John R. Graham
|
[ ]
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
FOR
|
WITHHOLD
|
|
|
|
H. Kevin Birzer
|
[ ]
|
[ ]
|
|
|
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 2013 annual
meeting of stockholders.
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
3.
|
|
Ratification of Ernst & Young LLP as the
Companys independent registered public accounting firm to audit the
financial statements of the Company for the fiscal year ending November
30, 2013:
|
|
|
|
|
|
|
|
|
F
OR
|
A
GAINST
|
A
BSTAIN
|
|
|
|
[ ]
|
[ ]
|
[ ]
|
|
|
|
|
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 Items
|
|
|
Change of Address
Please print new address below.
|
Meeting Attendance
|
|
|
|
|
Mark box to the
right
c
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)
|
|
Signature 1 Please keep signature
|
|
Signature 2 Please keep signature
|
Please print date below
|
|
within the box.
|
|
within the box.
|
/ /
|
|
|
|
|
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