PRE14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement.
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to ss.240.14a-12
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN ENERGY CORPORATION
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[TORTOISE LOGO]
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN ENERGY CORPORATION
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas 66210
1-866-362-9331
January __, 2008
Dear Fellow Stockholder:
You are cordially invited to attend the combined annual meeting of stockholders
of each of Tortoise Energy Infrastructure Corporation, Tortoise Energy Capital
Corporation and Tortoise North American Energy Corporation (each a "Company" and
collectively, the "Companies") on Monday, April 21, 2008 at 9:00 a.m., Central
Time, at The Doubletree Hotel, 10100 College Boulevard, Overland Park, KS 66210.
The matters scheduled for consideration at the meeting for each Company are the
election of one director of the Company, the grant of authority to the Company
to sell its common shares for less than net asset value, subject to certain
conditions, and the ratification of the selection of Ernst & Young LLP as the
independent registered public accounting firm of the Company for its fiscal year
ending November 30, 2008, as more fully discussed in the enclosed proxy
statement.
Enclosed with this letter are answers to questions you may have about the
proposals, the formal notice of the meeting, the Companies' combined proxy
statement, which gives detailed information about the proposals and why each
Company's Board of Directors recommends that you vote to approve each of the
Company's proposals, the actual proxy for you to sign and return, and the
applicable Company's Annual Report to stockholders for the fiscal year ended
November 30, 2007. If you have any questions about the enclosed proxy or need
any assistance in voting your shares, please call 1-866-362-9331.
Your vote is important. Please complete, sign, and date the enclosed proxy card
and return it in the enclosed envelope. This will ensure that your vote is
counted, even if you cannot attend the meeting in person.
Sincerely,
David J. Schulte
CEO and President
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN ENERGY CORPORATION
ANSWERS TO SOME IMPORTANT QUESTIONS
Q. WHAT AM I BEING ASKED TO VOTE "FOR" ON THIS PROXY?
A. This proxy contains three proposals for each Company: (i) the election
of one director to serve until the 2011 Annual Stockholder Meeting; (ii) the
grant of authority to the Company to sell its common shares for less than net
asset value, subject to certain conditions; and (iii) the ratification of Ernst
& Young LLP as the Company's independent registered public accounting firm.
Stockholders of the Company may also transact such other business as may
properly come before the meeting.
Q. HOW DOES THE BOARD OF DIRECTORS SUGGEST THAT I VOTE?
A. The Board of Directors of each Company unanimously recommends that you
vote "FOR" all proposals on the enclosed proxy card.
Q. HOW CAN I VOTE?
A. You can vote by completing, signing and dating your proxy, and mailing
it in the enclosed envelope. You also may vote in person if you are able to
attend the meeting. However, even if you plan to attend the meeting, we urge you
to cast your vote by mail. That will ensure that your vote is counted should
your plans change.
This information summarizes information that is included in more
detail in the Proxy Statement. We urge you to
read the entire Proxy Statement carefully.
If you have questions, call 1-866-362-9331.
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN ENERGY CORPORATION
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas 66210
1-866-362-9331
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of: Tortoise Energy Infrastructure Corporation
Tortoise Energy Capital Corporation
Tortoise North American Energy Corporation:
NOTICE IS HEREBY GIVEN that the combined Annual Meeting of Stockholders of
Tortoise Energy Infrastructure Corporation, Tortoise Energy Capital Corporation
and Tortoise North American Energy Corporation, each a Maryland corporation
(each a "Company" and, collectively, the "Companies"), will be held on Monday,
April 21, 2008 at 9:00 a.m. Central Time at The Doubletree Hotel, 10100 College
Boulevard, Overland Park, KS 66210 for the following purposes:
1. For all Companies: To elect one director of the Company, to hold office
for a term of three years and until his successor is duly elected and
qualified;
2. For all Companies: To grant the Company the authority to sell its
common shares for less than net asset value, subject to certain
conditions; and
3. For all Companies: To ratify the selection of Ernst & Young LLP as the
independent registered public accounting firm of the Company for its
fiscal year ending November 30, 2008.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
Stockholders may also transact any other business that properly comes before the
meeting.
Stockholders of record as of the close of business on January 22, 2008 are
entitled to notice of and to vote at the meeting (or any adjournment or
postponement of the meeting).
By Order of the Board of Directors of each Company,
Connie J. Savage
Secretary
January __, 2008
Overland Park, Kansas
All stockholders are cordially invited to attend the meeting in person. Whether
or not you expect to attend the meeting, please complete, date, sign and return
the enclosed proxy as promptly as possible in order to ensure your
representation at the meeting. A return envelope (which postage is prepaid if
mailed in the United States) is enclosed for that purpose. Even if you have
given your proxy, you may still vote in person if you attend the meeting. Please
note, however, that if your shares are held of record by a broker, bank or other
nominee and you wish to vote at the meeting, you must obtain from the record
holder a proxy issued in your name.
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN ENERGY CORPORATION
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas 66210
1-866-362-9331
COMBINED PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 2008
This combined proxy statement is being sent to you by the Boards of
Directors of each of Tortoise Energy Infrastructure Corporation, Tortoise Energy
Capital Corporation and Tortoise North American Energy Corporation (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 April 21, 2008. The Board of Directors of each Company has fixed
the close of business on January 22, 2008 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 and the
applicable Company's Annual Report for the fiscal year ended November 30, 2007
are first being mailed to stockholders on or about January ___, 2008.
Each Company's reports can be accessed through its link on its investment
advisor's website (www.tortoiseadvisors.com) or on the Securities and Exchange
Commission's ("SEC") website (www.sec.gov).
6
This combined proxy statement sets forth the information that each
Company's stockholders should know in order to evaluate each of the following
proposals. The following table presents a summary of the proposals for each
Company and the class of stockholders of the Company being solicited with
respect to each proposal.
Proposal (For Each Company) Class of Stockholders of Each Company Entitled to Vote
1. To elect the following individual
as director for a term of three years:
Conrad S. Ciccotello Common Stockholders and Preferred Stockholders, voting as
a single class
2. To grant the Company the authority to Common Stockholders and Preferred Stockholders, voting as
sell its common shares for less than a single class
net asset value, subject to certain
conditions
3. To ratify the selection of Ernst & Young Common Stockholders and Preferred Stockholders, voting as
LLP as the independent registered public a single class
accounting firm of the Company for the
fiscal year ending November 30, 2008
PROPOSAL ONE
ELECTION OF ONE DIRECTOR
The Board of Directors of each Company unanimously nominated Conrad S.
Ciccotello, following a recommendation by the Nominating and Governance
Committee of each Company, for election as director at the combined annual
meeting of stockholders of the Companies. Mr. Ciccotello is currently a director
of each of the Companies, has consented to be named in this proxy statement and
has agreed to serve if elected. None of the Companies has any reason to believe
that Mr. Ciccotello will be unavailable to serve.
The persons named on the accompanying proxy card intend to vote at the
meeting (unless otherwise directed) "FOR" the election of Mr. Ciccotello as
director of each Company. Currently, each Company has five directors. In
accordance with each Company's Articles of Incorporation, its Board of Directors
is divided into three classes of approximately equal size. The terms of the
directors of the different classes are staggered. With respect to each Company's
Board of Directors, the terms of Terry C. Matlack and Charles E. Heath expire at
the 2009 annual meeting of stockholders of that Company and the terms of Mr.
Birzer and Mr. Graham expire on the date of the 2010 annual meeting of
stockholders of that Company. Pursuant to the terms of each Company's preferred
shares, the preferred stockholders of that Company have the exclusive right to
elect two directors to the Company's Board. The Board of each Company has
designated Mr. Matlack and Mr. Graham as the directors the preferred
stockholders of that Company shall have the right to elect.
On this proposal, each Company's holders of preferred shares and common
shares will vote together as a single class on the election of Mr. Ciccotello as
director of that Company. Stockholders do not have cumulative voting rights.
With respect to each Company, if elected, Mr. Ciccotello will hold office
until the 2011 annual meeting of stockholders of each Company and until their
successors are duly elected and qualified. If Mr. Ciccotello is unable to serve
because of an event not now anticipated, the persons named as proxies may vote
for another person designated by the Company's Board of Directors.
7
The following table sets forth each Board member's name, age and address;
position(s) with the Companies and length of time served; principal occupation
during the past five years; the number of portfolios in the Fund Complex that
each Board member oversees; and other public company directorships held by each
Board member. The Investment Company Act of 1940, as amended (the "1940 Act"),
requires the term "Fund Complex" to be defined to include registered investment
companies advised by the Company's investment advisor, Tortoise Capital
Advisors, L.L.C. (the "Advisor"), and, as a result, as of January __, 2008, the
Fund Complex included Tortoise Energy Infrastructure Corporation ("TYG"),
Tortoise Energy Capital Corporation ("TYY"), Tortoise North American Energy
Corporation ("TYN"), Tortoise Capital Resources Corporation ("TTO"), Tortoise
Total Return Fund, LLC ("TTRF"), Tortoise Gas and Oil Corporation ("TGO") and
Tortoise Power and Energy Income Company ("TPZ"). TPZ has registered as an
investment company but not yet commenced operations.
NOMINEE FOR DIRECTOR WHO IS INDEPENDENT:
Number of Other Public
Positions(s) Held Portfolios in Company
With Each Company Fund Complex Directorships
and Length of Principal Occupation Overseen by Held by
Name, Age and Address Time Served During Past Five Years Director Director
---------------------- ----------------- ---------------------- ---------------- ------------
Conrad S. Ciccotello, 47 Director of each Tenured Associate Professor of Seven None
10801 Mastin Blvd. Company since its Risk Management and Insurance,
Suite 222 inception (TYG Robinson College of Business,
Overland Park, KS 66210 inception in 2003; Georgia State University
TYY and TYN (faculty member since 1999);
inception in 2005); Director of Graduate Personal
Director of each of Financial Planning Programs.
TTO, TTRF, TGO and Formerly Editor, Financial
TPZ since its Services Review (2001-2007)
inception (TTO (an academic journal dedicated
inception in 2005; to the study of individual
TTRF, TGO and TPZ financial management).
inception in 2007). Formerly, faculty member,
Pennsylvania State University
(1997-1999).
8
REMAINING DIRECTORS WHO ARE INDEPENDENT:
Number of Other Public
Positions(s) Held Portfolios in Company
With Each Company Fund Complex Directorships
and Length of Principal Occupation Overseen by Held by
Name, Age and Address Time Served During Past Five Years Director Director
---------------------- ----------------- ---------------------- ---------------- ------------
John R. Graham, 62 Director of each Executive-in-Residence and Seven Kansas State
10801 Mastin Blvd. Company since its Professor of Finance Bank
Suite 222 inception; Director (Part-time), College of
Overland Park, KS 66210 of each of TTO, Business Administration,
TTRF, TGO and TPZ Kansas State University (has
since its inception. served as a professor or
adjunct professor since
1970); Chairman of the
Board, President and CEO,
Graham Capital Management,
Inc. (primarily a real
estate development,
investment and venture
capital company) and Owner
of Graham Ventures (a
business services and
venture capital firm);
Part-time Vice President
Investments, FB Capital
Management, Inc. (a
registered investment
adviser), since 2007.
Formerly, CEO, Kansas Farm
Bureau Financial Services,
including seven affiliated
insurance or financial
service companies
(1979-2000).
Charles E. Heath, 65 Director of each Retired in 1999. Formerly, Seven None
10801 Mastin Blvd. Company since its Chief Investment Officer, GE
Suite 222 inception; Director Capital's Employers
Overland Park, KS 66210 of each of TTO, Reinsurance Corporation
TTRF, TGO and TPZ (1989-1999); Chartered
its inception. Financial Analyst ("CFA")
designation
9
REMAINING DIRECTOR WHO IS AN INTERESTED PERSON:
Number of Other Public
Positions(s) Held Portfolios in Company
With Each Company Fund Complex Directorships
and Length of Principal Occupation Overseen by Held by
Name, Age and Address Time Served During Past Five Years Director Director
---------------------- ----------------- ---------------------- ---------------- ------------
H. Kevin Birzer*,48 Director and Managing Director of the Seven None
10801 Mastin Blvd. Chairman of the Advisor since 2002; Partner,
Suite 222 Board of each Fountain Capital Management,
Overland Park, KS 66210 Company since its L.L.C. ("Fountain Capital"), a
inception; Director registered investment advisor
and Chairman of the (1990 - present). Formerly,
Board of each of Vice President, Corporate
TTO, TTRF, TGO and Finance Department, Drexel
TPZ since its Burnham Lambert (1986-1989);
inception and Vice President, F. Martin
Koenig & Co. (1983- 1986).
Terry C. Matlack*, 51 Director and Chief Managing Director of the Seven None
10801 Mastin Blvd. Financial Officer Advisor since 2002; Full-time
Suite 222 of each Company, Managing Director, Kansas City
Overland Park, KS 66210 and of each of TTO, Equity Partners LC ("KCEP"), a
TTRF, TGO and TPZ, private equity firm (2001-
since its 2002). Formerly, President,
inception; GreenStreet Capital (1995 -
Assistant Treasurer 2001); CFA designation since
of each Company 1985
since November
2005; Assistant
Treasurer of each
of TTO, TTRF, TGO
and TPZ since its
inception;
Treasurer of each
Company from its
inception to
November 2005;
Chief Compliance
Officer of each
Company and of TTO
from its inception
through May 2006
*Mr. Birzer and Mr. Matlack, as principals of the Advisor, are each an
"interested person" of each Company, as that term is defined in Section 2(a)(19)
of the 1940 Act.
Officers. Mr. Birzer is the Chairman of the Board of each Company, and Mr.
Matlack is the Chief Financial Officer and Assistant Treasurer of each Company.
The preceding tables give more information about Mr. Birzer and Mr. Matlack. The
following table sets forth each other officer's name, age and address;
position(s) held with each Company and length of time served; principal
occupation during the past five years; the number of portfolios in the Fund
Complex overseen by each officer; and other directorships held by each officer.
Each officer serves until his successor is chosen and qualified or until his
resignation or removal. As principals of the Advisor, each of the following
officers are
10
"interested persons" of each Company, as that term is defined in Section
2(a)(19) of the 1940 Act. Additionally, each of the following officers serves as
an officer of TTO, TTRF, TGO and TPZ.
Number of Other Public
Position(s) Held Portfolios in Company
With Each Company Fund Complex Directorships
and Length of Principal Occupation Overseen by Held by
Name, Age and Address Time Served During Past Five Years Officer Officer
--------------------- ----------------- ---------------------- --------------- -----------
David J. Schulte, 46 President and Managing Director of the Seven None
10801 Mastin Blvd., Chief Executive Advisor since 2002; Full-time
Suite 222 Officer of each Managing Director, KCEP
Overland Park, KS 66210 Company, and each (1993-2002); CFA designation
of TTRF, TGO and since 1992
TPZ since its
inception; Chief
Executive Officer
of TTO since its
inception; President
of TTO from its
inception to April
2007
Zachary A. Hamel, 42 Senior Vice Managing Director of the Seven None
10801 Mastin Blvd., President of each Advisor since 2002; Partner,
Suite 222 of TYY, TTO, TTRF, Fountain Capital
Overland Park, KS 66210 TGO and TPZ since (1997-present).
its inception and
of each of TYG and
TYN since April
2007; Secretary of
each Company and of
TTO from its
inception to April
2007; Vice President
of TYG and TYN from
its inception to
April 2007
11
Number of
Portfolios in Other Public
Position(s) Held Fund Complex Company
With Each Company Overseen by Directorships
and Length of Principal Occupation Officer Held by
Name, Age and Address Time Served During Past Five Years Officer
--------------------- ----------------- ---------------------- --------------- -----------
Kenneth P. Malvey, 42 Treasurer of each Managing Director of the Seven None
10801 Mastin Blvd., Company since Advisor since 2002; Partner,
Suite 222 November 2005, and Fountain Capital
Overland Park, KS 66210 of each of TTO, (2002-present). Formerly,
TTRF, TGO and TPZ Investment Risk Manager and
since its member of the Global Office of
inception; Senior Investments, GE Capital's
Vice President of Employers Reinsurance
TYY and TTO since Corporation (1996 - 2002).
2005, of each of
TYG and TYN since
April 2007, and of
each of TTRF, TGO
and TPZ since its
inception;
Assistant
Treasurer of each
Company from its
inception to
November 2005
Committees of the Board of Directors. Each Company's Board of Directors
currently has four standing committees: the Executive Committee, the Audit
Committee, the Nominating and Governance Committee and the Compliance Committee.
Currently, all of the non-interested directors, Messrs. Ciccotello, Graham and
Heath, are the only members of each Company's Audit Committee, Nominating and
Governance Committee and Compliance Committee. Each Company's Executive
Committee currently consists of Mr. Birzer and Mr. Matlack.
• Executive Committee. Each Company's Executive Committee has authority
to exercise the powers of the Board (i) where assembling the full
Board in a timely manner is impracticable, (ii) to address emergency
matters, or (iii) to address matters of an administrative or
ministerial nature. Messrs. Birzer and Matlack are "interested
persons" of each Company as defined by Section 2(a)(19) of the 1940
Act.
• Audit Committee. Each Company's Audit Committee was established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and operates under a written
charter adopted and approved by the Board, a current copy of which is
available at the Company's link on the Advisor's website
(www.tortoiseadvisors.com). The Audit Committee approves and
recommends to the Board the selection, retention or termination of the
independent registered public accounting firm ("auditors"); approves
services to be rendered by the auditors; monitors the auditors'
performance; reviews the results of the Company's audit; determines
whether to recommend to the Board that the Company's audited financial
statements be included in the Company's Annual Report; and responds to
other matters as outlined in the Audit Committee Charter. Each Audit
Committee member is "independent" as defined under the applicable New
York Stock Exchange listing standards, and none are "interested
persons" of the Company as defined in the 1940 Act.
12
• Nominating and Governance Committee. Each Nominating and Governance
Committee member is "independent" as defined under the New York Stock
Exchange listing standards, and none are "interested persons" of the
Company as defined in the 1940 Act Each Company's Nominating and
Governance Committee operates under a written charter adopted and
approved by the Board, a current copy of which is available at the
Company's link on the Advisor's website (www.tortoiseadvisors.com).
The Nominating and Governance Committee: (i) identifies individuals
qualified to become Board members and recommends to the Board the
director nominees for the next annual meeting of stockholders and to
fill any vacancies; (ii) monitors the structure and membership of
Board committees and recommends to the Board director nominees for
each committee; (iii) reviews issues and developments related to
corporate governance issues and develops and recommends to the Board
corporate governance guidelines and procedures, to the extent
necessary or desirable; (iv) has the sole authority to retain and
terminate any search firm used to identify director candidates and to
approve the search firm's fees and other retention terms, though it
has yet to exercise such authority; and (v) may not delegate its
authority. The Nominating and Governance Committee will consider
stockholder recommendations for nominees for membership to the Board
so long as such recommendations are made in accordance with the
Company's Bylaws. Nominees recommended by stockholders in compliance
with the Bylaws of the Company will be evaluated on the same basis as
other nominees considered by the Nominating and Governance Committee.
Stockholders should see "Stockholder Proposals and Nominations for the
2009 Annual Meeting" below for information relating to the submission
by stockholders of nominees and matters for consideration at a meeting
of the Company's stockholders. Each Company's Bylaws require all
directors and nominees for directors (1) to be at least 21 years of
age and have substantial expertise, experience or relationships
relevant to the business of the Company and (2) to have a master's
degree in economics, finance, business administration or accounting,
to have a graduate professional degree in law from an accredited
university or college in the United States or the equivalent degree
from an equivalent institution of higher learning in another country,
or to have a certification as a public accountant in the United
States, or be deemed an "audit committee financial expert" as such
term is defined in item 401 of Regulation S-K as promulgated by the
SEC, or to be a current director of the Company. The Nominating and
Governance Committee has the sole discretion to determine if an
individual satisfies the foregoing qualifications.
• Compliance Committee. Each Company formed this committee in December
2005. Each committee member is "independent" as defined under the New
York Stock Exchange listing standards, and none are "interested
persons" of the Company as defined in the 1940 Act. Each Company's
Compliance Committee operates under a written charter adopted and
approved by the Board. The committee reviews and assesses management's
compliance with applicable securities laws, rules and regulations;
monitors compliance with the Company's Code of Ethics; and handles
other matters as the Board or committee chair deems appropriate.
None of the Companies currently has a standing compensation committee. None
of the Companies have any employees and the New York Stock Exchange does not
require boards of directors of registered closed-end funds to have a standing
compensation committee.
13
The following table shows the number of Board and committee meetings held
during the fiscal year ended November 30, 2007 for each Company:
TYG TYY TYN
Board of Directors 9 9 7
Executive Committee 6 3 0
Audit Committee 2 2 2
Nominating and Governance Committee 3 3 3
Compliance Committee 1 1 1
During the 2007 fiscal year, for each Company, all directors attended at
least 75% of the aggregate of (1) the total number of meetings of the Board and
(2) the total number of meetings held by all committees of the Board on which
they served. None of the Companies has a policy with respect to Board member
attendance at annual meetings. All of the directors of each Company attended the
Company's 2007 annual meeting.
Director and Officer Compensation. None of the Companies compensates any of
its directors who are interested persons nor any of its officers. The following
table sets forth certain information with respect to the compensation paid by
each Company and the Fund Complex during fiscal 2007 to each of the current
directors for their services as a director. None of the Companies has any
retirement or pension plans.
Pension or
Retirement Total
Benefits Compensation
Accrued as Estimated from Company and
Aggregate Part of Annual Fund Complex
Name of Person, Compensation from Company Benefits Upon Paid to
Position Company (1) Expenses Retirement Directors (2)
-------- ----------- -------- ---------- -------------
TYG TYY TYN
Independent Persons
Conrad S. Ciccotello $41,000 $41,000 $27,000 $0 $0 $146,000
John R. Graham $35,000 $35,000 $22,000 $0 $0 $126,000
Charles E. Heath $37,000 $37,000 $24,000 $0 $0 $134,000
---------------------------
(1) No amounts have been deferred for any of the persons listed in the table.
(2) Fund Complex includes the seven companies - TYG, TYY, TYN. TTO, TTRF, TGO
and TPZ.
Required Vote. With respect to each Company, Mr. Ciccotello will be elected
by the vote of a plurality of all common and preferred shares of the Company
present at the meeting, in person or by proxy. A vote by plurality means the
nominee for each Company with the highest number of affirmative votes,
regardless of the votes withheld for that candidate, will be elected. Therefore,
with respect to each Company, withheld votes and broker non-votes, if any, will
not be counted towards the achievement of a plurality. With respect to each
Company, each common share and each preferred share is entitled to one vote in
the election of Mr. Ciccotello.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS OF EACH COMPANY UNANIMOUSLY RECOMMENDS THAT THE
COMMON AND PREFERRED STOCKHOLDERS OF THAT COMPANY VOTE "FOR" MR. CICCOTELLO AS
DIRECTOR.
14
PROPOSAL TWO
APPROVAL TO SELL COMMON SHARES
BELOW NET ASSET VALUE
Under the 1940 Act, each Company may sell common shares in subsequent
offerings and invest the proceeds from such subsequent public offerings in
accordance with its investment objectives, so long as the net sale price to the
Company (after deduction of underwriting fees, commissions and offering
expenses) is at least equal to the net asset value per share (the "NAV") of its
common shares. Additionally, the 1940 Act permits each Company to sell its
common shares below NAV with the consent of a majority of its common
stockholders or under certain other circumstances. 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 shares of its common stock at a price below
its then current NAV per share, subject to certain conditions discussed below.
If approved for a Company, the authorization would be effective for a period
expiring on the date of the Company's 2009 Annual Meeting of Stockholders, which
is expected to be held in April 2009.
The Board of Directors of each Company believes that the Company having the
ability to issue its common shares below NAV in certain instances will benefit
all of that Company's stockholders. Each Company expects that it will be
periodically presented with attractive opportunities to acquire securities of
United States master limited partnerships ("MLPs") (or, with respect to TYN,
Canadian royalty trusts or income trusts) that require the Company to make its
investment commitment quickly. Because each Company generally attempts to remain
fully invested and does not intend to maintain cash for the purpose of making
these investments, the Company may be unable to capitalize on investment
opportunities presented to it unless it quickly raises capital. The market value
of each Company's common shares, however, may periodically fall below its NAV,
which is not uncommon for closed-end funds such as the Companies. If this
happens, absent the approval of this proposal, the Company will not be able to
effectively access capital markets to enable it to take advantage of attractive
investment opportunities. The Board of Directors of each Company has approved
submitting this proposal to the Company's stockholders for their approval.
The following table sets forth a comparison as of the last day of each
Company's fiscal quarter each Company's NAV per share and the comparable closing
price of the Company's common stock, as reported on the New York Stock Exchange.
TYG (1) TYY (1) TYN (1)
Closing Closing Closing
NAV Price NAV Price NAV Price
November 30, 2007 $32.96 $32.46 $27.84 $25.47 $27.25 $23.10
August 31, 2007 $34.63 $39.52 $29.18 $30.00 $26.94 $24.97
May 31, 2007 $38.73 $42.12 $31.94 $30.15 $29.56 $26.91
February 28, 2007 $34.83 $36.38 $29.28 $29.11 $25.28 $23.02
November 30, 2006 $31.82 $36.13 $26.79 $26.50 $23.70 $22.38
August 31, 2006 $29.59 $30.62 $25.16 $23.60 $26.29 $23.31
May 31, 2006 $28.91 $28.75 $24.38 $22.40 $25.44 $21.90
February 28, 2006 $27.55 $29.42 $23.36 $22.90 $25.03 $22.73
November 30, 2005 $27.12 $28.72 $23.23 $22.09 $23.95 $25.00
August 31, 2005 $29.16 $32.10 $23.98 $25.12 N/A N/A
May 31, 2005 $27.75 $28.33 $23.79 $24.69 N/A N/A
February 28, 2005 $28.37 $29.44 N/A N/A N/A N/A
November 30, 2004 $26.53 $27.06 N/A N/A N/A N/A
August 31, 2004 $24.38 $25.06 N/A N/A N/A N/A
May 28, 2004 $22.67 $24.20 N/A N/A N/A N/A
(1) TYG began trading on the NYSE on February 25, 2004; TYY began trading on the
NYSE on May 26, 2005; and TYN began trading on the NYSE on October 27, 2005.
15
Approval of this proposal for a Company would give that Company the
opportunity to raise cash and purchase attractively priced securities even if
the net sale price to that Company of its common shares is below NAV. None of
the Companies anticipates selling common shares below NAV unless the Company has
identified attractive near term investment opportunities that the directors,
including a majority of disinterested directors, as defined in the 1940 Act,
reasonably believe will lead to a long-term increase in stockholder
distributions. The Boards of Directors of each Company will evaluate whether the
sale of common shares below NAV achieved the intended results. Further, to the
extent a Company issues common shares below NAV in a publicly registered
transaction, the market capitalization and number of publicly tradable shares of
that Company will increase, thus affording all common stockholders greater
liquidity. To the extent a Company issues shares below NAV in a private
transaction, the per share price will be the fair market value as determined by
the Company's Board of Directors.
Upon stockholder approval, a Company will only sell common shares below NAV
if all of the following conditions are met:
1. The per share offering price, before deduction of underwriting fees,
commissions and offering expenses, will not be less than the NAV per share of
the Company's common stock, as determined at any time within two business days
prior to the pricing of the common stock to be sold in the offering.
2. Immediately following each offering, after deducting offering expenses
and underwriting fees and commissions, the NAV per share of the Company's common
stock, as determined at any time within two business days prior to the pricing
of the common stock to be sold, would not have been diluted by greater than a
total of 1% of the NAV per share of all outstanding common stock as a result of
such offering. The Company will not be subject to a maximum number of shares
that can be sold, a defined minimum sales price per share in any offering, or a
maximum number of offerings it can make so long as for each offering the number
of shares offered and the price at which such shares are sold together would not
result in dilution of the NAV per share of the Company's common stock in excess
of the 1% limitation described above.
3. A majority of the Company's independent directors makes a determination,
based on information and a recommendation from the Advisor, that they reasonably
expect that the investment(s) to be made with the net proceeds of such issuance
will lead to a long-term increase in distribution growth.
As discussed below under the caption "More Information About the Meeting -
Investment Advisory Agreement," with respect to each Company, the Advisor is
paid a fee based upon the Company's average monthly Managed Assets (as defined
below). Therefore, the Advisor's interest in determining whether to recommend
that a Company issue common shares below NAV may conflict with the interests of
the Company and its stockholders. The Advisor is controlled directly or
indirectly by officers and the two interested directors of each Company, among
others. For that reason, any issuance of shares at a price below NAV must be
approved by a majority of the disinterested directors.
Before voting on this proposal or giving proxies with regard to this
matter, common stockholders should consider the potentially dilutive effect of
the issuance of shares of the Company's common stock at less than NAV per share
on the NAV per outstanding share of common stock. Any sale of common stock at a
price below NAV would result in an immediate dilution of the NAV per outstanding
share to existing common stockholders of as much as 1%. There is a connection
between 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. Common stockholders of a Company should also consider that holders of
the Company's common stock have no subscription, preferential or preemptive
rights to acquire additional shares of the common stock proposed to be
authorized for issuance, and thus any future issuance of common stock will
dilute such stockholders' holdings of common stock as a percentage of shares
outstanding to the extent
16
stockholders do not purchase sufficient shares in the offering to maintain their
percentage interest. Further, if current stockholders of a Company either do not
purchase any shares in an offering conducted by the Company or do not purchase
sufficient shares in the offering to maintain their percentage interest,
regardless of whether such offering is above or below the then current NAV,
their voting power will be diluted. Common stockholders should also consider the
impact that issuances of shares of common stock below NAV have on each Company's
expense ratio. In general, assuming that a fund's expenses consist of both fixed
and variable costs, any time the fund issues shares the expense ratio should
decrease because the fixed costs are spread over a larger amount of assets. If a
Company issues shares of common stock below NAV, assuming its expenses consist
of both fixed and variable costs, the Company's expense ratio will decrease;
however, it will not decrease as much as it would have had the shares been
issued at NAV.
Required Vote. For each Company, the proposal must be approved by both (a)
the affirmative vote of a majority of all common stockholders of record, as of
the record date, and (b) the affirmative vote of a majority of the votes cast,
in person or by proxy, at the meeting by the holders of common stock and the
holders of preferred stock, voting together as a single class. If both approvals
are not obtained, the proposal will not pass.
Solely for the purpose of determining whether a majority of the number of
common stockholders of record of a Company approved the proposal, the number of
common shares held by any single stockholder will not be relevant. For the
purpose of determining whether a majority of the number of common stockholders
of record of a Company approved the proposal, abstentions and broker non-votes,
if any, recorded by record owners will have the effect of a vote against the
proposal.
With respect to each Company, solely for the purposes of determining
whether a majority of the votes cast by the common stockholders and preferred
stockholders voting together as a single class approved this proposal, each
common share and each preferred share is entitled to one vote, and abstentions
and broker non-votes will not be counted as votes cast and will have no effect
on the result of the vote.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS OF EACH COMPANY UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
OF THE COMPANY VOTE "FOR" THE PROPOSAL TO ALLOW THE COMPANY TO SELL ITS COMMON
SHARES BELOW NET ASSET VALUE.
PROPOSAL THREE
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors of each Company recommends that the stockholders of
the Company ratify the selection of Ernst & Young LLP ("E&Y") as the independent
registered certified public accountants ("independent auditors"), to audit the
accounts of the Company for the fiscal year ending November 30, 2008. E&Y's
selection was approved by each Company's Audit Committee at a meeting held on
____________, 2008. Their selection also was ratified and approved by the vote,
cast in person, of a majority of the directors of each Company, including a
majority of the directors who are not "interested persons" of the Company within
the meaning of the 1940 Act, and who are "independent" as defined in the New
York Stock Exchange listing standards, at a meeting held on _____________, 2008.
E&Y has audited the financial statements of each Company since prior to
each Company's commencement of business (TYG in February 2004; TYY in May 2005;
and TYN in October 2005) and does not have any direct financial interest or any
material indirect financial interest in any of the
17
Companies. A representative of E&Y is expected to be available at the meeting
and to have the opportunity to make a statement and respond to appropriate
questions from the stockholders. Each Company's Audit Committee meets twice each
year with representatives of E&Y to discuss the scope of their engagement,
review the financial statements of the Company and the results of their
examination.
Required Vote. E&Y will be ratified as a Company's independent registered
public accounting firm by the affirmative vote of a majority of the votes cast,
in person or by proxy, at the meeting by the holders of common stock and the
holders of preferred stock, voting together as a single class. With respect to
each Company, each common share and each preferred share is entitled to one vote
on this proposal. For the purposes of the vote on this proposal for each
Company, abstentions and broker non-votes will not be counted as votes cast and
will have no effect on the result of the vote.
AUDIT COMMITTEE REPORT
The Audit Committee of each Company reviews the Company's annual financial
statements with both management and the independent auditors.
[The Audit Committee of each Company, in discharging its duties, has met
with and has held discussions with management and the Company's independent
auditors. Each Company's Audit Committee has reviewed and discussed the
Company's audited financial statements for the fiscal year ended November 30,
2007 with management. Management of each Company has represented to the
independent auditors that the Company's financial statements were prepared in
accordance with generally accepted accounting principles.
The Audit Committee of each Company has also discussed with the independent
auditors the matters required to be discussed by the Statement on Auditing
Standards No. 61 (Communications with Audit Committees). The independent
auditors provided to each Company's Audit Committee the written disclosures and
the letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and each Company's Audit Committee discussed
with representatives of the independent auditors their firm's independence with
respect to that Company.
With respect to each Company, based on the Audit Committee's review and
discussions with management and the independent auditors, the representations of
management and the reports of the independent auditors to the committee, the
Audit Committee recommended that the Board include the audited financial
statements in the Company's Annual Report for filing with the SEC.
The Audit Committee of each Company
Conrad S. Ciccotello (Chairman)
Charles E. Heath
John R. Graham]
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On ______________, 2008, each Company's Audit Committee selected E&Y as the
independent registered public accounting firm to audit the books and records of
the Company for its fiscal year ending November 30, 2008. E&Y is registered with
the Public Company Accounting Oversight Board.
18
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, 2007 and
2006 by E&Y, respectively:
TYG TYY TYN
------------------------- ------------------------- -------------------------
2007 2006 2007 2006 2007 2006
---- ---- ---- ---- ---- ----
Audit Fees(1) $238,000 $160,000 $ 155,000 $144,000 $ 76,000 $137,000
Audit-Related Fees(2) $ 42,000 $ 17,000 $ 24,000 $ 36,000 $ 15,000 $ 35,000
Tax Fees(3) $ 92,000 $ 81,000 $ 73,000 $ 42,000 $ 34,000 $ 43,000
All Other Fees - - - - - -
Aggregate Non-Audit Fees $134,000 $ 98,000 $ 97,000 $ 78,000 $ 49,000 $ 78,000
-------------------------------
1. For professional services rendered with respect to the audit of each
Company's financial statements and the review of each Company's statutory
and regulatory filings with the SEC.
2. For professional services rendered with respect to assurance related
services in connection with each Company's compliance with its rating
agency guidelines.
3. For professional services for tax compliance, tax advice and tax planning.
The Audit Committee of each Company adopted pre-approval polices and
procedures (TYG on July 15, 2004; TYY on April 15, 2005; and TYN on January 19,
2005). Under these policies and procedures, the Audit Committee of each Company
pre-approves (i) the selection of the Company's independent registered public
accounting firm, (ii) the engagement of the independent registered public
accounting firm to provide any non-audit services to the Company, (iii) the
engagement of the independent registered public accounting firm to provide any
non-audit services to the Advisor or any entity controlling, controlled by, or
under common control with the Advisor that provides ongoing services to the
Company, if the engagement relates directly to the operations and financial
reporting of the Company, and (iv) the fees and other compensation to be paid to
the independent registered public accounting firm. With respect to each Company,
the Chairman of the Audit Committee of the Company may grant the pre-approval of
any engagement of the independent registered public accounting firm for
non-audit services of less than $5,000, and such delegated pre-approvals will be
presented to the full Audit Committee at its next meeting for ratification.
Under certain limited circumstances, pre-approvals are not required under
securities law regulations for certain non-audit services below certain de
minimus thresholds. [Since each Company's respective adoption of these policies
and procedures, the Audit Committee of the Company has pre-approved all audit
and non-audit services provided to the Company by E&Y. None of these services
provided by E&Y were approved by the Audit Committee pursuant to the de minimus
exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.]
In 2007, the Advisor incurred approximately $10,000 in fees payable to E&Y
in connection with determining the Advisor's compliance with GIPS standards in
2006, and in addition, in 2006 the Advisor paid E&Y fees in the amount of
$20,500 in connection with determining the Advisor's compliance with AIMR-PPS(R)
standards in 2005 and 2004, but did not pay E&Y any fees for non-audit services
in 2006 or 2007. These non-audit services were not required to be preapproved by
each Company's audit committee. No entity controlling, controlled by, or under
common control with the Advisor that provides ongoing services to any of the
Companies, has paid to E&Y or been billed for fees by E&Y for non-audit services
rendered to the Advisor or such entity during the fiscal years ended November
30, 2006 and November 30, 2007.
The Audit Committee of each Company has considered whether E&Y's provision
of services (other than audit services) to the Company, the Advisor or any
entity controlling, controlled by, or under
19
common control with the Advisor that provides services to the Company is
compatible with maintaining E&Y's independence in performing audit services.
OTHER MATTERS
The Board of Directors of each Company knows of no other matters that are
intended to be brought before the meeting. If other matters are presented for
action, the proxies named in the enclosed form of proxy will vote on those
matters in their sole discretion.
MORE INFORMATION ABOUT THE MEETING
Stockholders. At the record date, each Company had the following number of
shares issued and outstanding:
Common Shares Preferred Shares
TYG [19,087,891] [7,400]
TYY [17,406,086] [4,400]
TYN [ 4,612,640] [ 600]
At December 31, 2007, each director beneficially owned (as determined
pursuant to Rule 16a-1(a)(2) under the Exchange Act) shares of each Company and
in all Funds overseen by each director in the same Fund Complex having values
within the indicated dollar ranges. Other than the Fund Complex, with respect to
each Company, none of the Company's directors who are not interested persons of
the Company, nor any of their immediate family members, has ever been a
director, officer or employee of the Advisor or its affiliates.
Aggregate Dollar
Range of Holdings
in Funds Overseen
by Director in
Director Aggregate Dollar Range of Holdings in the Company (1) Fund Complex (2)
Interested Persons TYG TYY TYN
H. Kevin Birzer Over $100,000 Over $100,000 Over $100,000 Over $100,000
Terry C. Matlack Over $100,000 Over $100,000 Over $100,000 Over $100,000
Independent Persons
Conrad S. Ciccotello $50,001-$100,000 $10,001-$50,000 $10,001-$50,000 Over $100,000
John R. Graham Over $100,000 Over $100,000 $10,001-$50,000 Over $100,000
Charles E. Heath Over $100,000 Over $100,000 $10,001-$50,000 Over $100,000
-------------------------------
(1) Based on the closing price of each Company's common shares on the New York
Stock Exchange on December 31, 2007.
(2) Includes TYG, TYY, TYN, TTO, TTRF, TGO and TPZ. Amounts based on the
closing price of each Company's common shares on the New York Stock
Exchange on December 31, 2007, the closing price of TTO's common shares on
the New York Stock Exchange on December 31, 2007 and the most recent
private placement price of the common shares of TTRF and TGO. TPZ has not
yet commenced operations.
20
At [November 30, 2007], each director, each officer and the directors and
officers as a group, beneficially owned (as determined pursuant to Rule 13d-3
under the Exchange Act) the following number of shares of common stock of each
Company (or percentage of outstanding shares). Unless otherwise indicated each
individual has sole investment and voting power with respect to the shares
listed.
Directors and Officers Number of Common Shares % of Outstanding Shares
TYG TYY TYN TYG TYY TYN
Independent Directors
Conrad S. Ciccotello 2,327.55 1,113.29 1,593.82 * * *
John R. Graham 10,492.49(1) 4,309.79(2) 1,118.95(3) * * *
Charles E. Heath 8,000.00(4) 6,300.00(5) 1,014.00(6) * * *
Interested Directors and Officers
H. Kevin Birzer 33,718.61(7) 12,944.01(8) 4,111.32(9) * * *
Terry C. Matlack 9,678.88(10) 8,387.49(11) 8,413.17(12) * * *
David J. Schulte 3,757.66 1,785.33(13) 4,318.95(14) * * *
Zachary A. Hamel 4,234.67(15) 4,150.10(16) 0 * * *
Kenneth P. Malvey 8,469.11(17) 1,327.53(18) 1,469.96(19) * * *
Directors and Officers as a Group 80,679.69 40,317.54 22,040.17 * * *
*Indicates less than 1%.
(1) Includes 3,000 shares held in the John R. Graham Trust, of which Mr. Graham
is the sole trustee, and 4,000 shares held by Master Teachers Employee
Benefit Pension Trust, of which Mr. Graham is the sole trustee and for
which he disclaims beneficial ownership.
(2) Includes 1,154.81 shares held in the John R. Graham Trust, of which Mr.
Graham is the sole trustee.
(3) All shares held in the John R. Graham Trust, of which Mr. Graham is the
sole trustee.
(4) All shares held by the Charles E. Heath Trust, of which Mr. Heath is a
trustee.
(5) Includes 4,300 shares held by the Charles E. Heath Trust #1, of which Mr.
Heath is a trustee, and 2,000 shares held by the Charles F. Heath Trust #1,
Trust B, of which Mr. Heath is a trustee.
(6) All shares held by the Charles E. Heath Trust #1, of which Mr. Heath is a
trustee.
(7) Includes 32,329.90 shares Mr. Birzer holds jointly with his wife and
1,388.71 shares held by Mr. Birzer's children in accounts established under
the Kansas Uniform Transfer to Minor's Act for which his wife is the
custodian.
(8) Includes 12,261.83 shares Mr. Birzer holds jointly with his wife and 682.18
shares held by Mr. Birzer's children in accounts established under the
Kansas Uniform Transfer to Minor's Act for which his wife is the custodian.
(9) Includes 3,449.79 shares Mr. Birzer owns jointly with his wife and 661.53
shares held by Mr. Birzer's children in accounts established under the
Kansas Uniform Transfer to Minor's Act for which his wife is the custodian.
(10) All shares are held in the Matlack Living Trust, U/A DTD 12/30/04, of which
Mr. Matlack and his wife are co-trustees and share voting and investment
power with respect to the shares.
(11) Includes 7,965.80 shares held in the Matlack Living Trust, U/A DTD
12/30/04, of which Mr. Matlack and his wife are co-trustees and share
voting and investment power with respect to the shares.
(12) All shares are held in the Matlack Living Trust, U/A DTD 12/30/04, of which
Mr. Matlack and his wife are co-trustees and share voting and investment
power with respect to the shares.
(13) Includes 300 shares held jointly with his wife and 200 shares held in
children's accounts established under the Kansas Uniform Transfer to
Minor's Act for which his wife is the custodian.
(14) Includes 500 shares held jointly with his wife and 200 shares held in
children's accounts established under the Kansas Uniform Transfer to
Minor's Act for which his wife is the custodian.
(15) Includes 220 shares held by Mr. Hamel's children in accounts established
under the Kansas Uniform Transfer to Minor's Act for which he is the
custodian.
(16) Includes 150 shares held by Mr. Hamel's children in accounts established
under the Kansas Uniform Transfer to Minor's Act for which he is the
custodian.
(17) Includes 834 shares Mr. Malvey holds jointly with his wife; 2,129.48 shares
held by Mr. Malvey's wife and 121 shares held by his child in an account
established under the Kansas Uniform Transfer to Minor's Act for which he
is the custodian
21
(18) Includes 500 shares held by Mr. Malvey's wife and 100 shares held by his
child in an account established under the Kansas Uniform Transfer to
Minor's Act for which he is the custodian.
(19) Includes 100 shares held by his child in an account established under the
Kansas Uniform Transfer to Minor's Act for which he is the custodian.
At December 31, 2007, to the knowledge of TYG, no person held (sole or
shared) power to vote or dispose of more than 5% of the outstanding shares of
TYG. The table below indicates the persons known to TYY and TYN to own 5% or
more of their respective common shares as of December 31, 2007. The beneficial
owner listed below has sole power to vote and dispose of the shares.
Number of TYY Common Number of TYN Common
Name and Address Shares % Shares %
---------------- ------ - ------ -
OTR - Nominee Name for The State 1,300,000 7.5 350,000 7.6
Teachers Retirement Board of Ohio
275 East Broad Street
Columbus, Ohio 43215-3771
Investment Advisory Agreement. Tortoise Capital Advisors, LLC is each
Company's investment advisor. The Advisor's address is 10801 Mastin Boulevard,
Suite 222, Overland Park, Kansas 66210. FCM Tortoise, L.L.C. and KCEP control
the Advisor through their equity ownership and management rights in the Advisor.
FCM Tortoise, L.L.C. is an affiliate of Fountain Capital, with the same
principals as Fountain Capital, to which Fountain Capital's ownership interest
in the Advisor has been transferred. This transfer did not result in a change in
control of the Advisor. As of December 31, 2007, the Advisor had approximately
$2.9 billion of client assets under management. The Advisor may be contacted at
the address listed on the first page of this proxy statement.
Pursuant to the terms of an Advisory Agreement between TYG and the Advisor,
dated February 23, 2004 (the "TYG Advisory Agreement"), TYG pays to the Advisor
quarterly, as compensation for the services rendered by the Advisor, a fee equal
on an annual basis to 0.95% of the Company's average monthly Managed Assets. The
Advisor contractually agreed to waive or reimburse TYG for fees and expenses,
including the investment advisory fee and other expenses in the amount of 0.23%
of the average monthly Managed Assets through February 28, 2006 and 0.10% of the
average monthly Managed Assets through February 28, 2009. The Advisor does not
have the right to recoup any fees waived or reimbursed by the Advisor. In its
last fiscal year, TYG incurred $10,571,172 in net fees due to the Advisor under
the TYG Advisory Agreement.
Pursuant to the terms of an Advisory Agreement between TYY and the Advisor,
dated May 1, 2005 (the "TYY Advisory Agreement"), TYY paid to the Advisor
quarterly, as compensation for the services rendered by the Advisor, a fee equal
on an annual basis to 0.90% of the Company's average monthly Managed Assets
until May 31, 2006. Since June 1, 2006, TYY pays to the Advisor a fee equal on
an annual basis to 0.95% annually of TYY's average monthly Managed Assets for
such services. In its last fiscal year, TYY incurred $8,493,246 in fees due to
the Advisor under the TYY Advisory Agreement.
Pursuant to the terms of an Advisory Agreement between TYN and the Advisor,
dated October 31, 2005 (the "TYN Advisory Agreement"), TYN pays to the Advisor
quarterly, as compensation for the services rendered by the Advisor, a fee equal
on an annual basis to 1.00% of TYN's average monthly Managed Assets. The Advisor
contractually agreed to waive or reimburse TYN for fees and expenses, including
the investment advisory fee and expenses in an amount equal on an annual basis
to 0.25% of the average monthly Managed Assets through October 31, 2006. For the
period from November 1, 2006 through December 31, 2007, the Advisor
contractually agreed to waive a portion of the fee equal to 0.20% of the average
monthly Managed Assets. For the period from January 1, 2008 through December 31,
2008, the Advisor has contractually agreed to waive a portion of the fee equal
to 0.15% of the average monthly Managed Assets. In its last fiscal year, TYN
incurred $1,818,903 in net fees due to the Advisor under the TYN Advisory
Agreement.
22
With respect to each Company, "Managed Assets" means the total assets of
the Company (including any assets attributable to leverage) minus accrued
liabilities other than (1) deferred taxes or debt entered into for the purpose
of leverage and (2) the aggregate liquidation preference of any outstanding
preferred shares.
The Advisor is controlled directly or indirectly by David J. Schulte, CEO
and President of each Company; Terry Matlack, a director and the Chief Financial
Officer and Assistant Treasurer of each Company; H. Kevin Birzer, director and
Chairman of the Board of each Company, Zachary A. Hamel, Senior Vice President
of each Company, and Kenneth P. Malvey, Senior Vice President and Treasurer of
each Company, among others.
How Proxies Will Be Voted. All proxies solicited by the Board of Directors
of each Company that are properly executed and received prior to the meeting,
and that are not revoked, will be voted at the meeting. Shares represented by
those proxies will be voted in accordance with the instructions marked on the
proxy. If no instructions are specified, shares will be counted as a vote FOR
the proposals described in this proxy statement.
How To Vote. Complete, sign and date the enclosed proxy card and return it
in the enclosed envelope or attend the Annual Meeting and vote in person.
Expenses and Solicitation of Proxies. The expenses of preparing, printing
and mailing the enclosed proxy card, the accompanying notice and this proxy
statement and all other costs, in connection with the solicitation of proxies
will be borne by the Companies on a pro rata basis. Each Company may also
reimburse banks, brokers and others for their reasonable expenses in forwarding
proxy solicitation material to the beneficial owners of shares of the Company.
In order to obtain the necessary quorum for a Company at the meeting, additional
solicitation may be made by mail, telephone, telegraph, facsimile or personal
interview by representatives of the Company, the Advisor, the Company's transfer
agent, or by brokers or their representatives or by a solicitation firm that may
be engaged by the Company to assist in proxy solicitations. 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 Advisor any additional compensation for
their efforts to supplement proxy solicitation.
Revoking a Proxy. With respect to each Company, at any time before it has
been voted, you may revoke your proxy by: (1) sending a letter stating that you
are revoking your proxy to the Secretary of the Company at the Company's offices
located at 10801 Mastin Boulevard, Suite 222, Overland Park, Kansas 66210; (2)
properly executing and sending a later-dated proxy; or (3) attending the
meeting, requesting return of any previously delivered proxy, and voting in
person.
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.
23
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the Exchange Act require
each Company's directors and officers, the Advisor, affiliated persons of the
Advisor and persons who own more than 10% of a registered class of the Company's
equity securities to file forms reporting their affiliation with the Company and
reports of ownership and changes in ownership of the Company's shares with the
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 Advisor and
affiliated persons of the Advisor have complied with all applicable Section
16(a) filing requirements during the last fiscal year, except as follows: Mr.
Birzer was late in filing three reports on Form 4 for transactions in TYG common
shares consisting of automatic reinvestment of dividends by brokers not
participating in the TYG dividend reinvestment plan for his accounts on June 4,
2007, June 12, 2007 and September 5, 2007, and for his children's accounts on
June 12, 2007. These transactions were reported on a Form 4 filed on November
26, 2007. Mr. Malvey was late in filing three reports on Form 4 for transactions
in TYG common shares consisting of the liquidation of a fractional share on June
15, 2007 and on July 12, 2007 by brokers in connection with the transfer of
brokerage accounts, and the automatic reinvestment of dividends by a broker not
participating in the TYG dividend reinvestment plan on September 5, 2007. These
transactions were reported on a Form 4 filed on November 26, 2007. Mr. Hamel was
late in filing three reports for transactions in TYG common shares consisting of
the liquidation of a fractional share on May 29, 2007 by a broker in connection
with the transfer of a brokerage account, an automatic reinvestment of dividends
on June 12, 2007 by a broker not participating in the TYG dividend reinvestment
plan in his account being transferred and the liquidation on June 13, 2007 of
the fractional share resulting from such dividend reinvestment in such account.
These transactions were reported on a Form 5 filed on January 4, 2008. To the
knowledge of management of each Company, no person is the beneficial owner (as
defined in Rule 16a-1 under the Exchange Act) of more than 10% of a class of
such Company's equity securities.
ADMINISTRATOR
TYG and TYY have each entered into administration agreements with US
Bancorp Fund Services, LLC whose principal business address is 615 E. Michigan
Street, Milwaukee, Wisconsin 53202.
TYN has entered into an administration agreement with SEI Investments
Mutual Funds Services, whose principal business address is One Freedom Valley
Drive, Oaks, Pennsylvania 19456.
STOCKHOLDER COMMUNICATIONS
Stockholders are able to send communications to the Board of Directors of
each Company. Communications should be addressed to the Secretary of the
applicable Company at its principal offices at 10801 Mastin Boulevard, Suite
222, Overland Park, Kansas 66210. The Secretary will forward any communications
received directly to the Board of Directors.
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2008 ANNUAL MEETING
Method for Including Proposals in a Company's Proxy Statement. Under the
rules of the SEC, if you want to have a proposal included in a Company's proxy
statement for its next annual meeting of stockholders, that proposal must be
received by the Secretary of the Company at 10801 Mastin Boulevard, Suite 222,
Overland Park, Kansas 66210, not later than 5:00 p.m., Central Time on
___________, 2008. 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.
24
Other Proposals and Nominations. If you want to nominate a director or have
other business considered at a Company's next annual meeting of stockholders but
do not want those items included in our proxy statement, you must comply with
the advance notice provision of the Company's Bylaws. Under each Company's
Bylaws, nominations for director or other business proposals to be addressed at
the Company's next annual meeting may be made by a stockholder who has delivered
a notice to the Secretary of the Company at 10801 Mastin Boulevard, Suite 222,
Overland Park, Kansas 66210, no earlier than _____________, 2008 nor later than
5:00 p.m. Central Time on ___________, 2008. The stockholder must satisfy
certain requirements set forth in the Company's Bylaws and the notice must
contain specific information required by the Company's Bylaws. With respect to
nominees for director, the notice must include, among other things, the name,
age, business address and residence address of any nominee for director, certain
information regarding such person's ownership of Company shares, and all other
information relating to the nominee as is required to be disclosed in
solicitations of proxies in an election contest or as otherwise required by
Regulation 14A under the Exchange Act. With respect to other business to be
brought before the meeting, a notice must include, among other things, a
description of the business and any material interest in such business by the
stockholder and certain associated persons proposing the business. Any
stockholder wishing to make a proposal should carefully read and review the
applicable Company's Bylaws. A copy of each Company's Bylaws may be obtained by
contacting the Secretary of the Company at 1-866-362-9331 or by writing the
Secretary of the Company at 10801 Mastin Boulevard, Suite 222, Overland Park,
Kansas 66210. Timely submission of a proposal does not mean the proposal will be
allowed to be brought before the meeting.
These advance notice provisions are in addition to, and separate from, the
requirements that a stockholder must meet in order to have a proposal included
in any Company's proxy statement under the rules of the SEC.
A proxy granted by a stockholder will give discretionary authority to the
proxies to vote on any matters introduced pursuant to the above advance notice
Bylaw provisions, subject to applicable rules of the SEC.
By Order of the Board of Directors
Connie J. Savage
Secretary
January __, 2008
25
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 - APRIL 21, 2008
The undersigned holder of shares of Tortoise Energy Infrastructure Corporation
appoints David J. Schulte and Terry C. Matlack, or either of them, each with
power of substitution, to vote all shares that the undersigned is entitled to
vote at the annual meeting of stockholders of Tortoise Energy Infrastructure
Corporation to be held on April 21, 2008 and at any adjournments thereof, as set
forth on the reverse side of this card, and in their discretion upon any other
business that may properly come before the meeting.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
(Continued and to be signed on the reverse side)
________________________________________________________________________________
Using a black ink pen, mark your votes with an X as shown in [ X ]
this example. Please do not write outside the designated areas.
________________________________________________________________________________
Annual Meeting Proxy Card
________________________________________________________________________________
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted "FOR" the proposals.
A. Election of Directors - The Board of Directors recommends a vote "FOR" the
Nominee below.
1. Nominee:
FOR WITHHOLD
Conrad S. Ciccotello [ ] [ ]
B. Issues - The Board of Directors recommends a vote "FOR" the Proposal and
Ratification below.
2. Approval of the Company's sale of common shares below Net Asset Value ("NAV")
subject to all of the following conditions being met: (1) the per share offering
price, before deduction of underwriting fees, commissions and offering expenses,
will not be less than the NAV per share of the Company's common stock, as
determined at any time within two business days prior to the pricing of the
common stock to be sold in the offering; (2) immediately following the offering,
after deducting offering expenses and underwriting fees and commissions, the NAV
per share of the Company's common stock, as determined at any time within two
business days prior to the pricing of the common stock to be sold, would not
have been diluted by greater than a total of 1% of the NAV per share of all
outstanding common stock; and (3) a majority of the Company's independent
directors makes a determination, based on information and a recommendation from
the Company's investment advisor, that they reasonably expect that the
investment(s) to be made with the net proceeds of such issuance will lead to a
long-term increase in distribution growth.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of Ernst & Young LLP as the Company's independent registered
public accounting firm to audit the financial statements of the Company for the
fiscal year ending November 30, 2008:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
C. Non-Voting Issues
Change of Name or Address - Please print new information below. Meeting Attendance
------------------------------------------------------------------
Mark box to the right
if you plan to attend [ ]
the Annual Meeting.
------------------------------------------------------------------
D. Authorized Signatures - This section must be completed for your vote to be
counted. - Date and Sign Below
Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate title.
Date (mm/dd/yyyy) - 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 - APRIL 21, 2008
The undersigned holder of shares of Tortoise Energy Capital Corporation appoints
David J. Schulte and Terry C. Matlack, or either of them, each with power of
substitution, to vote all shares that the undersigned is entitled to vote at the
annual meeting of stockholders of Tortoise Energy Infrastructure Corporation to
be held on April 21, 2008 and at any adjournments thereof, as set forth on the
reverse side of this card, and in their discretion upon any other business that
may properly come before the meeting.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
(Continued and to be signed on the reverse side)
________________________________________________________________________________
Using a black ink pen, mark your votes with an X as shown in [ X ]
this example. Please do not write outside the designated areas.
________________________________________________________________________________
Annual Meeting Proxy Card
________________________________________________________________________________
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.
----------------------------------------------------------------------------------------------------------------------------------------------------
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted "FOR" the proposals.
A. Election of Directors - The Board of Directors recommends a vote "FOR" the
Nominee below.
1. Nominee:
FOR WITHHOLD
Conrad S. Ciccotello [ ] [ ]
B. Issues - The Board of Directors recommends a vote "FOR" the Proposal and
Ratification below.
2. Approval of the Company's sale of common shares below Net Asset Value ("NAV")
subject to all of the following conditions being met: (1) the per share offering
price, before deduction of underwriting fees, commissions and offering expenses,
will not be less than the NAV per share of the Company's common stock, as
determined at any time within two business days prior to the pricing of the
common stock to be sold in the offering; (2) immediately following the offering,
after deducting offering expenses and underwriting fees and commissions, the NAV
per share of the Company's common stock, as determined at any time within two
business days prior to the pricing of the common stock to be sold, would not
have been diluted by greater than a total of 1% of the NAV per share of all
outstanding common stock; and (3) a majority of the Company's independent
directors makes a determination, based on information and a recommendation from
the Company's investment advisor, that they reasonably expect that the
investment(s) to be made with the net proceeds of such issuance will lead to a
long-term increase in distribution growth.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of Ernst & Young LLP as the Company's independent registered
public accounting firm to audit the financial statements of the Company for the
fiscal year ending November 30, 2008:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
C. Non-Voting Issues
Change of Name or Address - Please print new information below. Meeting Attendance
------------------------------------------------------------------
Mark box to the right
if you plan to attend [ ]
the Annual Meeting.
------------------------------------------------------------------
D. Authorized Signatures - This section must be completed for your vote to be
counted. - Date and Sign Below
Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate title.
Date (mm/dd/yyyy) - 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 - APRIL 21, 2008
The undersigned holder of shares of Tortoise North American Energy Corporation
appoints David J. Schulte and Terry C. Matlack, or either of them, each with
power of substitution, to vote all shares that the undersigned is entitled to
vote at the annual meeting of stockholders of Tortoise Energy Infrastructure
Corporation to be held on April 21, 2008 and at any adjournments thereof, as set
forth on the reverse side of this card, and in their discretion upon any other
business that may properly come before the meeting.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
(Continued and to be signed on the reverse side)
________________________________________________________________________________
Using a black ink pen, mark your votes with an X as shown in [ X ]
this example. Please do not write outside the designated areas.
________________________________________________________________________________
Annual Meeting Proxy Card
________________________________________________________________________________
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.
----------------------------------------------------------------------------------------------------------------------------------------------------
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted "FOR" the proposals.
A. Election of Directors - The Board of Directors recommends a vote "FOR" the
Nominee below. 1. Nominee:
FOR WITHHOLD
Conrad S. Ciccotello [ ] [ ]
B . Issues - The Board of Directors recommends a vote "FOR" the Proposal and
Ratification below.
2. Approval of the Company's sale of common shares below Net Asset Value ("NAV")
subject to all of the following conditions being met: (1) the per share offering
price, before deduction of underwriting fees, commissions and offering expenses,
will not be less than the NAV per share of the Company's common stock, as
determined at any time within two business days prior to the pricing of the
common stock to be sold in the offering; (2) immediately following the offering,
after deducting offering expenses and underwriting fees and commissions, the NAV
per share of the Company's common stock, as determined at any time within two
business days prior to the pricing of the common stock to be sold, would not
have been diluted by greater than a total of 1% of the NAV per share of all
outstanding common stock; and (3) a majority of the Company's independent
directors makes a determination, based on information and a recommendation from
the Company's investment advisor, that they reasonably expect that the
investment(s) to be made with the net proceeds of such issuance will lead to a
long-term increase in distribution growth.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of Ernst & Young LLP as the Company's independent registered
public accounting firm to audit the financial statements of the Company for the
fiscal year ending November 30, 2008:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
C. Non-Voting Issues
Change of Name or Address - Please print new information below. Meeting Attendance
------------------------------------------------------------------
Mark box to the right
if you plan to attend [ ]
the Annual Meeting.
------------------------------------------------------------------
D. Authorized Signatures - This section must be completed for your vote to be
counted. - Date and Sign Below
Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate title.
Date (mm/dd/yyyy) - Signature 1 - Please keep signature Signature 2 - Please keep signature
Please print date below within the box. within the box.
--------------------------- --------------------------------------- -------------------------------------------
/ /
--------------------------- --------------------------------------- -------------------------------------------