SEC Form PREC14A filed by Tortoise Energy Independence Fund Inc.

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 ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

TORTOISE ENERGY INFRASTRUCTURE CORPORATION

TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC. 

TORTOISE MIDSTREAM ENERGY FUND, INC. 

TORTOISE PIPELINE & ENERGY FUND, INC. 

TORTOISE ENERGY INDEPENDENCE FUND, INC. 

ECOFIN SUSTAINABLE AND SOCIAL IMPACT TERM FUND 

(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):

TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MIDSTREAM ENERGY FUND, INC.
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
ECOFIN SUSTAINABLE AND SOCIAL IMPACT TERM FUND

6363 College Boulevard, Suite 100A
Overland Park, Kansas 66211

July [___], 2024

Dear Fellow Stockholder:

You are cordially invited to attend the combined annual meeting of stockholders of each of Tortoise Energy Infrastructure Corporation (“TYG”), Tortoise Power and Energy Infrastructure Fund, Inc. (“TPZ”), Tortoise Midstream Energy Fund, Inc. (“NTG”), Tortoise Pipeline & Energy Fund, Inc. (“TTP”), Tortoise Energy Independence Fund, Inc. (“NDP”) and Ecofin Sustainable and Social Impact Term Fund (“TEAF”) (each a “Company” and collectively, the “Companies”) on Thursday, August 8, 2024 at 10:00 a.m., Central Time at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211.

At the meeting, you will be asked to:

Enclosed with this letter are answers to questions you may have about the director election, the ratification of auditors, and the stockholder 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 “for” the approval of each of the Company’s proposals, “against” the Saba Proposal (for the stockholders of each Company) and “against” the Bulldog Proposal (for TPZ stockholders), as well as the actual WHITE proxy card 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 at the annual meeting is especially important this year. Gabriel D. Gliksberg, in his capacity as Manager of ATG Capital Management, LLC, which provides investment management services to JID 2013 Trust Holdings LLLP (the “Nominating Stockholder”) has delivered notice of the Nominating Stockholder’s intent to nominate himself and Aaron T. Morris for election as directors of NDP at the 2024 annual meeting. The Nominating Stockholder’s nominees are NOT endorsed by the Board of Directors for NDP and your Board is asking that NDP stockholders vote “for” the election of the Board’s nominee, who is a current director and serves as Chairman of the Board’s Audit Committee.

Please vote your shares via the internet or by telephone, or complete, sign and date the enclosed WHITE proxy card (your ballot) and mail it in the postage-paid envelope included in this package.

Sincerely,

Matthew G.P. Sallee
Chief Executive Officer of TYG, TPZ, NTG, TTP, NDP and TEAF

NOTE: Even if you plan to attend the meeting, stockholders are requested to fill in, sign, date and return the accompanying WHITE proxy card in the enclosed envelope without delay. Stockholders may also authorize their proxies by telephone and internet as described further in the enclosed materials.

For NDP Stockholders Only: Returning the Nominating Stockholder’s gold proxy card, or any other proxy card you may receive from the Nominating Stockholder, will revoke any WHITE proxy card previously returned to NDP, even if you withhold votes for the Nominating Stockholder’s nominees on the gold, or any other color, proxy card. Therefore, PLEASE DISCARD ANY GOLD PROXY CARD OR ANY OTHER PROXY CARD YOU RECEIVE FROM THE NOMINATING STOCKHOLDER, AND PLEASE VOTE USING ONLY THE ENCLOSED WHITE PROXY CARD. 

TORTOISE ENERGY INFRASTRUCTURE CORPORATION

TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.

TORTOISE MIDSTREAM ENERGY FUND, INC. 

TORTOISE PIPELINE & ENERGY FUND, INC. 

TORTOISE ENERGY INDEPENDENCE FUND, INC. 

ECOFIN SUSTAINABLE AND SOCIAL IMPACT TERM FUND 

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 to: (i) elect one director to serve until the 2027 Annual Stockholder Meeting; (ii) ratify Ernst & Young LLP as the Company’s independent registered public accounting firm; and (iii) consider and take action upon such other business as may properly come before the meeting, including the adjournment or postponement thereof. In addition, stockholders of each Company are being asked to consider and vote upon a non-binding stockholder proposal submitted by activist investor Saba Capital Master Fund, Ltd., through its investment adviser Saba Capital Management, L.P. (the “Saba Proposal”), and TPZ stockholders only are being asked to consider and vote upon a non-binding stockholder proposal submitted by activist investor Special Opportunities Fund, Inc., through its investment adviser, Bulldog Investors, LLP (the “Bulldog Proposal”).

Q.            HOW DOES THE BOARD OF DIRECTORS SUGGEST THAT I VOTE?

A.            The Board of Directors of each of TYG, NTG, TTP, NDP, and TEAF unanimously recommends that you vote “FOR” the proposal to elect Rand C. Berney to serve as a director of the Company until the 2027 Annual Meeting of Stockholders; “FOR” the proposal to ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ended November 30, 2024; and “AGAINST” the Saba Proposal.

The Board of Directors of TPZ unanimously recommends that you vote “FOR” the proposal to elect Rand C. Berney to serve as a director of the Company until the 2027 Annual Meeting of Stockholders; “FOR” the proposal to ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ended November 30, 2024; “AGAINST” the Saba Proposal; and “AGAINST” the Bulldog Proposal.

Q.            HOW CAN I VOTE?

A.            Voting is quick and easy. If you hold your shares directly as a stockholder of record, you may vote your shares via the internet, by telephone (for internet and telephone voting, please follow the instructions on the enclosed WHITE proxy card), or by simply completing and signing the enclosed WHITE proxy card, and mailing it in the postage-paid envelope included in this package. You may also vote by attending and voting at 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.

If you hold your shares in “street name” through a broker, bank or other nominee, you should contact your nominee with your instructions for voting in advance of the Annual Meeting, including any request that your nominee provide you with a legal proxy. If you hold your shares in “street name,” you are strongly encouraged to vote your shares in advance of the Annual Meeting, as you will not be able to vote during the Annual Meeting itself unless you request and provide to each applicable Company a legal proxy from your nominee. 

If you hold your shares directly and intend to vote during the Annual Meeting, please let us know by calling 1-866-362-9331. Regardless of whether you plan to vote during the Annual Meeting, you may be required to provide valid identification, such as your driver’s license or passport, and satisfactory proof of ownership of shares in each applicable Company, such as your voting instruction form (or a copy thereof) or a letter from your broker, bank or other nominee, or other nominee statement indicating ownership as of the close of business on June 18, 2024.

Q.            HOW WILL MY SHARES BE VOTED IF I RETURN THE ACCOMPANYING WHITE PROXY CARD?

A.           The shares represented by the accompanying form of WHITE proxy will be voted in accordance with the specifications made on the proxy if it is properly executed and received by the Company prior to or at the Meeting. Where a choice has been specified on the WHITE proxy card accompanying this Proxy Statement with respect to the proposals, the shares represented by such WHITE proxy card will be voted in accordance with the choice specified.

If you return the accompanying WHITE proxy card that has been validly executed without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted FOR the election of Rand C. Berney (Proposal 1), FOR the ratification and appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ended November 30, 2024 (Proposal 2), AGAINST the Saba Proposal (Proposal 3), AGAINST the Bulldog Proposal for TPZ stockholders only (Proposal 4) and FOR, ABSTAIN, OR AGAINST any other matters, including any vote on adjournments, acted upon at the meeting in the discretion of the persons named as proxies.

Q.            WHO ARE THE NOMINATING STOCKHOLDER (JID 2013 TRUST HOLDINGS LLLP) AND ITS INVESTMENT ADVISER (ATG CAPITAL MANAGEMENT, LLC), AND HOW ARE THEY INVOLVED IN THE ANNUAL MEETING?

A.            Gabriel D. Gliksberg, in his capacity as Manager of ATG Capital Management, LLC, which provides investment management services to JID 2013 Trust Holdings LLLP (the “Nominating Stockholder”), has disclosed that the Nominating Stockholder has acquired a position in NDP representing approximately 2.7% of NDP’s outstanding common stock as of the Record Date for the Annual Meeting, and intends to nominate Gabriel D. Gliksberg and Aaron T. Morris for election as directors of NDP at the 2024 annual meeting.

Q.            WHAT SHOULD I DO IF I RECEIVE ANY PROXY MATERIALS OR A GOLD (OR ANY OTHER COLOR) PROXY CARDS FROM THE NOMINATING STOCKHOLDER?

A.            In the event you receive any proxy materials from the Nominating Stockholder or any of its affiliates, NDP urges you to discard and not to sign, return or vote on any GOLD proxy card or any other proxy card that may be sent to you by or on behalf of the Nominating Stockholder. If you have already voted using a GOLD proxy card sent to you by the Nominating Stockholder, you can revoke it by voting using the accompanying WHITE proxy card or by voting at the Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting. NDP is not responsible for the accuracy of any information contained in any proxy materials filed or disseminated by, or on behalf of, the Nominating Stockholder or any of its affiliates or any other statements that they may otherwise make. 

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

Tortoise Power and Energy Infrastructure Fund, Inc. 

Tortoise Midstream Energy Fund, Inc. 

Tortoise Pipeline & Energy Fund, Inc. 

Tortoise Energy Independence Fund, Inc. 

Ecofin Sustainable and Social Impact Term Fund:

NOTICE IS HEREBY GIVEN that the combined Annual Meeting of Stockholders of Tortoise Energy Infrastructure Corporation, Tortoise Power and Energy Infrastructure Fund, Inc., Tortoise Midstream Energy Fund, Inc., Tortoise Pipeline & Energy Fund, Inc. and Tortoise Energy Independence Fund, Inc., each a Maryland corporation, and Ecofin Sustainable and Social Impact Term Fund, a Maryland statutory trust (each a “Company” and, collectively, the “Companies”), will be held on Thursday, August 8, 2024 at 10:00 a.m. Central Time at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211 for the following purposes:

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 June 18, 2024 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,

Diane M. Bono 

Secretary

July [___], 2024
Overland Park, 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 WHITE proxy card as promptly as possible in order to ensure your representation at the meeting. If you choose to vote using the enclosed WHITE proxy card, 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 by attending and voting at 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 legal proxy issued in your name. 

For NDP Stockholders Only: You may receive solicitation materials from the Nominating Stockholder, including an opposition proxy statement and proxy card, seeking your proxy to vote for one or both of the individual nominees proposed by the Nominating Stockholder. Your Board does NOT endorse the Nominating Stockholder’s nominees. NDP is not responsible for the accuracy of information provided by or relating to the Nominating Stockholder or its nominees contained in solicitation material filed or disseminated by or on behalf of the Nominating Stockholder, or any other statements that the Nominating Stockholder may make.

The NDP Board urges you NOT to sign or return any proxy card sent to you by the Nominating Stockholder. Do NOT send back any proxy card you may receive from the Nominating Stockholder, even to vote against one or both of the Nominating Stockholder’s nominees, as this may cancel your prior vote for the Board’s nominee. Returning the Nominating Stockholder’s gold proxy card, or any other proxy card you may receive from the Nominating Stockholder, will revoke any WHITE proxy card previously returned to NDP, even if you withhold votes for the Nominating Stockholder’s nominees on the gold, or any other color, proxy card. Therefore, PLEASE DISCARD ANY GOLD PROXY CARD OR ANY OTHER PROXY CARD YOU RECEIVE FROM THE NOMINATING STOCKHOLDER, AND PLEASE VOTE USING ONLY THE ENCLOSED WHITE PROXY CARD.

Even if you have previously returned a proxy card sent to you by the Nominating Stockholder, you can change your vote by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope, by recording your voting instructions via telephone or the internet by following the instructions on the enclosed WHITE proxy card or by voting in person at the meeting. Only the latest dated proxy card you submit will be counted.

TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MIDSTREAM ENERGY FUND, INC.
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
ECOFIN SUSTAINABLE AND SOCIAL IMPACT TERM FUND

6363 College Boulevard, Suite 100A
Overland Park, Kansas 66211
1-866-362-9331

COMBINED PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

August 8, 2024

This combined proxy statement is being sent to you by the Boards of Directors of each of Tortoise Energy Infrastructure Corporation (“TYG”), Tortoise Power and Energy Infrastructure Fund, Inc. (“TPZ”), Tortoise Midstream Energy Fund, Inc. (“NTG”), Tortoise Pipeline & Energy Fund, Inc. (“TTP”), Tortoise Energy Independence Fund, Inc. (“NDP”) and Ecofin Sustainable and Social Impact Term Fund (“TEAF”) (each a “Company” and collectively, the “Companies”). The Board of Directors of each Company is asking you to complete and return the enclosed WHITE proxy card, permitting your shares of the Company to be voted at the annual meeting of stockholders called to be held on August 8, 2024. The Board of Directors of each Company has fixed the close of business on June 18, 2024 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, July [___], 2024.

Each Company’s annual report can be accessed through its link on the closed- end fund section of its investment adviser’s website (www.tortoiseadvisors.com) or on the Securities and Exchange Commission’s (“SEC”) website (www.sec.gov).

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on August 8, 2024: This combined proxy statement is available on the internet at https://cef.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.

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 ONE

ELECTION OF ONE DIRECTOR

The Board of Directors of each Company unanimously nominated Rand C. Berney, following a recommendation by the Nominating and Governance Committee of each of TYG, TPZ, NTG, TTP, NDP and TEAF, for election as director at the combined annual meeting of stockholders of the Companies, for a term that will expire on the date of the 2027 annual meeting of stockholders. Mr. Berney is currently a director of each Company. Mr. Berney has consented to be named in this proxy statement and has agreed to serve if elected. The Companies have no reason to believe that Mr. Berney 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. Berney as a director of each Company. Currently, each Company has five directors. Following the previously announced decision by Jennifer Paquette that she would not stand for re-election at this year’s Annual Meeting, the Board has elected to reduce the total size of the Board of Directors for each Company to four directors. In accordance with each Company’s Articles of Incorporation (or in the case of TEAF, its Declaration of Trust), 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 H. Kevin Birzer and Alexandra A. Herger expires on the date of the 2025 annual meeting of stockholders of each Company and the term of Conrad S. Ciccotello expires on the date of the 2026 annual meeting of stockholders of each Company. Pursuant to the terms of each of TYG’s, NTG’s and TTP’s preferred shares, the preferred stockholders of each of those Companies have the exclusive right to elect two directors to their Company’s Board. Following the decision of Ms. Paquette not to stand for re-election, the Board of each of TYG, NTG and TTP has designated Mr. Berney as the director the preferred stockholders of that Company shall have the right to elect at this year’s Annual Meeting.

Holders of the preferred shares of each of TYG, NTG and TTP will vote as a class (with no voting by holders of common shares) on the election of Mr. Berney as a director of each Company. Holders of common shares of each of TPZ, NDP and TEAF will vote as a class on the election of Mr. Berney as a director of each Company. Stockholders do not have cumulative voting rights.

With respect to each Company, if elected, Mr. Berney will hold office until the 2027 annual meeting of stockholders of each Company and until his successor is duly elected and qualified. If Mr. Berney is unable to serve because of an event not now anticipated, the persons named as proxies may vote for another person designated by the Company’s Board of Directors.

The Board of Directors of NDP urges you to REJECT Messrs. Gliksberg and Morris as director nominees. The NDP Board believes that Mr. Berney is best suited for service on the Board due to his familiarity with NDP as a result of his prior service as a director. In addition, Mr. Berney has extensive accounting and financial management expertise as a senior financial executive of a large public company (ConocoPhillips), and is more capable than either of Messrs. Gliksberg or Morris to lead NDP forward. The Board of Directors notes that Mr. Berney serves as Chairman of the Audit and Valuation Committee and has been determined by the Board to be an “audit committee financial expert” as defined by the Securities and Exchange Commission. The Board has also noted that Mr. Morris is an attorney who represents certain unrelated plaintiffs in litigation filed against TYG and NTG, which is described in further detail herein under the heading “Additional Information Concerning Certain Litigation.” Accordingly, Mr. Morris may have interests that do not necessarily align with the interests of all of NDP’s stockholders.

The Board of Directors of each Company unanimously recommends that stockholders
vote FOR the election of the Board of Directors’ nominee. 

For NDP Stockholders: Please discard and do NOT send back the GOLD proxy card, or any other proxy card you may receive from the Nominating Stockholder, even to withhold votes on Nominating Stockholder’s nominees, as this may cancel your prior vote for NDP’s nominees.

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 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 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211. The Investment Company Act of 1940, as amended (the “1940 Act”) requires the term “Fund Complex” to be defined to include registered investment companies advised by the Company’s investment adviser, Tortoise Capital Advisors, L.L.C. (the “Adviser”). As of May 31, 2024, for each Director, the Fund Complex included TYG, TPZ, NTG, TTP, NDP, TEAF and for Mr. Ciccotello, the Fund Complex also includes Ecofin Tax-Exempt Private Credit Fund, Inc. (“TSIFX”) whose investment adviser is the Adviser and on whose board Mr. Ciccotello serves. The Adviser also serves as the investment adviser to three open end mutual funds.

In addition to the experience provided in the table above, each director possesses the following qualifications, attributes and skills, each of which factored into the conclusion to invite them to join the Company’s Board of Directors: Mr. Ciccotello, experience as a college professor, a Ph.D. in finance and expertise in energy infrastructure MLPs; Mr. Berney, experience as a college professor, executive leadership and business experience; Ms. Herger, executive leadership and business experience; and Mr. Birzer, investment management experience during his tenure as an executive, portfolio manager and leadership roles with the Adviser prior to April 1, 2024.

Other attributes and qualifications considered for each director in connection with their selection to join the Board of Directors of each Company were their character and integrity and their willingness and ability to serve and commit the time necessary to perform the duties of a director for all of the Companies. In addition, as to each director other than Mr. Birzer, his or her status as an Independent Director; and, as to Mr. Birzer, his roles with the Adviser were an important factor in his selection as a director. No experience, qualification, attribute or skill was by itself controlling.

Mr. Birzer serves as Chairman of the Board of Directors of each Company. Mr. Birzer is an “interested person” of the Companies within the meaning of the 1940 Act. The appointment of Mr. Birzer as Chairman reflects each Board of Directors’ belief that his experience, familiarity with each Company’s day-to-day operations and the individuals with responsibility for each Company’s management and operations provides the Board of Directors with insight into each Company’s business and activities and, with his familiarity with each Company’s administrative support, facilitates the efficient development of meeting agendas that address each Company’s business, legal and other needs and the orderly conduct of meetings of the Board of Directors. Mr. Ciccotello serves as Lead Independent Director. The Lead Independent Director will, among other things, chair executive sessions of the four directors who are Independent Directors, serve as a spokesperson for the Independent Directors and serve as a liaison between the Independent Directors and each Company’s 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 each Company’s 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.

Information About Executive Officers

Mr. Birzer is the Chairman of the Board of each Company. The preceding tables give more information about Mr. Birzer. The following table sets forth each other executive officer’s name, age and address; position(s) held with the Company and length of time served; principal occupation during the past five years; the number of portfolios in the Fund Complex overseen by each officer and other public company directorships held by each officer. Unless otherwise indicated, the address of each officer is 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211. Each officer serves until his or her successor is elected and qualified or until his or her 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.

As of May 31, 2024, for each executive officer, the Fund Complex included TYG, TPZ, NTG, TTP, NDP and TEAF and for Mr. Sallee and Mses. Bono, Gopal and Moore, the Fund Complex also includes TSIFX, for which they serve as officers.

Committees of the Board of Directors of each Company

Each Company’s Board of Directors currently has four standing committees: (i) the Executive Committee; (ii) the Audit and Valuation Committee; (iii) the Nominating and Governance Committee; and (iv) the Compliance Committee. Currently, all of the non-interested directors, Messrs. Ciccotello and Berney and Mses. Herger and Paquette, are the only members of each of these committees, except for the Executive Committee, for each Company. Each Company’s Executive Committee currently consists of Mr. Birzer and Mr. Ciccotello.

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.

The Board of Directors’ role in the Company’s risk oversight reflects its responsibility under applicable state law to oversee generally, rather than to manage, the Company’s 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 Company’s business operations, investment performance or reputation, but relies upon the Company’s 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 Company’s 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 Adviser’s Chief Compliance Officer to discuss, among other things, risk issues and issues regarding the Company’s policies, procedures and controls. The Board of Directors may be assisted in performing aspects of its role in risk oversight by the Audit and Valuation Committee and such other standing or special committees as may be established from time to time. For example, the Audit and Valuation Committee will regularly meet with the Company’s 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 Company’s 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.

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, 2023 for each of the Companies:

During the 2023 fiscal year, for each of the Companies, all directors who were directors during the 2023 fiscal year 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, TPZ, NTG, TTP, NDP and TEAF attended the Company’s 2023 annual meeting virtually.

ADDITIONAL INFORMATION CONCERNING CERTAIN LITIGATION

On May 12, 2023, plaintiffs Howard Nathanson and Gus Gordon, derivatively and on behalf of TYG and NTG, filed a suit against H. Kevin Birzer, Conrad S. Ciccotello, Rand C. Berney, Jennifer Paquette, and Alexandra Herger, and against the Adviser, in the Circuit Court for Baltimore City, Maryland. TYG and NTG also were named in the suit as Nominal Defendants. The complaint, among other things, alleges derivative claims for breach of fiduciary duty related to the Adviser’s management of TYG and NTG and the Director Defendants’ oversight thereof and for the adoption of amendments to the Bylaws of TYG and NTG in October 2020 which the complaint alleges were illegal under the 1940 Act. The complaint seeks unspecified damages related to the alleged breaches of fiduciary duty, rescission of the Adviser’s investment advisory contract for TYG and NTG pursuant to an alleged violation of the Investment Advisers Act of 1940, and, on behalf of the plaintiffs in their individual capacities as shareholders of TYG and NTG, recission of the allegedly illegal Bylaws provisions pursuant to the 1940 Act. The case is Howard Nathanson and Gus Gordon, derivatively on behalf of Tortoise Energy Infrastructure Corp. and Midstream Energy Fund v. Tortoise Capital Advisors, L.L.C. et al., Baltimore City Circuit Court, Maryland. Plaintiffs had filed a similar action in the U.S. District Court for the District of Kansas in August 2022, which was dismissed without prejudice as a result of the forum selection clause in the Bylaws of TYG and NTG. On February 16, 2024, the Baltimore City Circuit Court granted Defendants’ Motion to Dismiss this case in its entirety with prejudice. Plaintiffs filed a timely notice of appeal of that decision on March 15, 2024. While management of the Adviser and the Director Defendants are unable to predict the outcome of this matter, they believe that this case is without merit and intend to defend against it vigorously, and do not believe the outcome would result in the payment of any monetary damages by TYG or NTG.

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 2023 to each of the current independent directors for their services as a director. None of the Companies has any retirement or pension plans.

For the 2024 fiscal year, each independent director receives an annual retainer from each Company as set forth below. Additionally, each independent director receives a fee of $1,000 for each meeting of the Board of Directors he or she attends in person, as well as $200 for each meeting of the Board of Directors attended telephonically, and $200 for each committee meeting attended in person or telephonically. The independent directors are reimbursed for expenses incurred as a result of attendance at meetings of the Board of Directors and Board committees. The independent directors waived the meeting fees for each of TTP and NDP for 2024. The Lead Independent Director, the Chairman of the Audit and Valuation Committee, and each other committee chairman each receives an additional annual retainer as set forth below. The independent directors are reimbursed for expenses incurred as a result of attendance at meetings of the Board of Directors and Board committees.

Required Vote. With respect to each of TYG, NTG and TTP, Mr. Berney 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, to the exclusion of holders of common stock. With respect to TPZ, NDP and TEAF, Mr. Berney will 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. Stockholders do not have cumulative voting rights, and proxies cannot be voted for a greater number of persons than the number of nominees named. A vote by plurality means the nominee with the highest number of affirmative votes, regardless of any votes withheld, will be elected. Therefore, with respect to each Company, 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), if any, will not be counted towards a nominee’s achievement of a plurality. With respect to TYG, NTG and TTP, each preferred share is entitled to one vote in the election of Mr. Berney. With respect to TPZ, NDP and TEAF, each common share is entitled to one vote in the election of Mr. Berney.

BOARD RECOMMENDATION

The Board of Directors of each of TYG, NTG and TTP unanimously recommends that the preferred stockholders of each Company vote “for” Mr. Berney as a director. The Board of Directors of each of TPZ, NDP and TEAF unanimously recommends that the common stockholders of each Company vote “for” Mr. Berney as a director.

For NDP Stockholders Only: Please discard and do NOT send back the GOLD proxy card, or any other proxy card you may receive from the Nominating Stockholder, even to withhold votes on Nominating Stockholder’s nominees, as this may cancel your prior vote for NDP’s nominees.

PROPOSAL TWO

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 (“EY”) as the independent registered public accounting firm (“independent auditors”), to audit the accounts of the Company for the fiscal year ending November 30, 2024. EY’s selection was approved by each Company’s Audit and Valuation Committee. 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.

EY has audited the financial statements of each Company since prior to each Company’s commencement of business (TYG in February 2004, TPZ in July 2009, NTG in July 2010, TTP in October 2011, NDP in July 2012 and TEAF in March 2019) and does not have any direct financial interest or any material indirect financial interest in any of the Companies. A representative of EY 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 and Valuation Committee meets twice each year with representatives of EY to discuss the scope of their engagement, review the financial statements of the Company and the results of their examination.

Required Vote

EY will be ratified as a Company’s 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, NTG and TTP, each common share and each preferred share is entitled to one vote on this proposal. With respect to TPZ, NDP and TEAF, 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 (which occur when a broker has not received directions from customers and does not have discretionary authority to vote the customers’ shares), 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 each Company vote “for” the ratification of Ernst & Young LLP as their Company’s Independent Registered Public Accounting Firm.

AUDIT AND VALUATION COMMITTEE REPORT

The Audit and Valuation Committee of each of TYG, TPZ, NTG, TTP, NDP and TEAF, reviews the Company’s annual financial statements with both management and the independent auditors.

The Audit and Valuation 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 and Valuation Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended November 30, 2023 with management. Management of each Company has represented to the independent auditors that the Company’s financial statements were prepared in accordance with U.S. generally accepted accounting principles.

The Audit and Valuation Committee of each Company has also discussed with the independent auditors the matters required to be discussed by Auditing Standard 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board. The independent auditors provided to each Company’s Audit and Valuation Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit and Valuation Committee concerning independence, and each Company’s Audit and Valuation 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 and Valuation Committee’s review and discussions with management and the independent auditors, the representations of management and the reports of the independent auditors to the committee, the Audit and Valuation Committee recommended that the Board include the audited financial statements in the Company’s Annual Report for filing with the SEC.

The Audit and Valuation Committee of each of TYG, TPZ, NTG, TTP, NDP and TEAF

Rand C. Berney (Chairman)

Conrad S. Ciccotello

Alexandra A. Herger

Jennifer Paquette

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Each Company’s Audit and Valuation Committee selected EY as the independent registered public accounting firm to audit the books and records of the Company for its fiscal year ending November 30, 2024. EY is registered with the Public Company Accounting Oversight Board.

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, 2023 and 2022 by EY, respectively:

The Audit and Valuation Committee of each Company has adopted pre- approval policies and procedures. Under these policies and procedures, the Audit and Valuation Committee of each Company pre-approves (i) the selection of the Company’s independent registered public accounting firm, (ii) the engagement of the independent registered public accounting firm to provide any non-audit services to the Company, (iii) the engagement of the independent registered public accounting firm to provide any non-audit services to the Adviser or any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Company, if the engagement relates directly to the operations and financial reporting of the Company, and (iv) the fees and other compensation to be paid to the independent registered public accounting firm. With respect to each Company, the Chairman of the Audit and Valuation Committee of the Company may grant the pre-approval of any engagement of the independent registered public accounting firm for non-audit services of less than $10,000, and such delegated pre-approvals will be presented to the full Audit and Valuation 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 and Valuation Committee of the Company has pre-approved all audit and non-audit services provided to the Company by EY. None of these services provided by EY were approved by the Audit and Valuation Committee pursuant to the de minimus exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X. All of EY’s hours spent on auditing each Company’s financial statements were attributed to work performed by full-time permanent employees of EY.

The Adviser paid to EY $29,850 in 2022 and $33,850 in 2023 for tax and other non-audit services provided to the Adviser. These non-audit services were not required to be preapproved by each Company’s Audit and Valuation Committee. No entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to any of the Companies, has paid to, or been billed for fees by, EY for non-audit services rendered to the Adviser or such entity during the Companies’ last two fiscal years.

The Audit and Valuation Committee of each Company has considered whether EY’s provision of services (other than audit services) to the Company, the Adviser or any entity controlling, controlled by, or under common control with the Adviser that provides services to the Company is compatible with maintaining EY’s independence in performing audit services.

PROPOSAL THREE

STOCKHOLDER PROPOSAL

A stockholder, Saba Capital Master Fund, Ltd., through its investment adviser, Saba Capital Management, L.P. (together, “Saba”) has informed the Board that it intends to submit the following substantially identical stockholder proposals to each of the six Companies (the “Saba Proposal”) at the Meeting and has requested that each Company include the Saba Proposal in the Companies’ Proxy Materials. The non-binding Saba Proposal, exactly as received by each of the Companies, is set forth below, followed by a copy of Saba’s supporting statement for the Saba Proposal (the “Supporting Statement,” which was identical for each Company), exactly as received by the Companies, which in turn is followed by the Board’s explanation of its reasons for opposing the Saba Proposal. None of the Companies, nor the Board or management, are responsible for the contents of this non-binding stockholder proposal nor the supporting statement of the proponent. The Board unanimously recommends that you vote AGAINST the Saba Proposal.

Saba Proposal to TYG:

RESOLVED, that the shareholders of Tortoise Energy Infrastructure Corporation (the “Fund”) request that the Board of Directors of the Fund (the “Board”) take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.

Saba Proposal to TPZ:

RESOLVED, that the shareholders of Tortoise Power and Energy Infrastructure Fund, Inc. (the “Fund”) request that the Board of Directors of the Fund (the “Board”) take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.

Saba Proposal to NTG:

RESOLVED, that the shareholders of Tortoise Midstream Energy Fund, Inc. (the “Fund”) request that the Board of Directors of the Fund (the “Board”) take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.

Saba Proposal to TTP:

RESOLVED, that the shareholders of Tortoise Pipeline & Energy Fund, Inc. (the “Fund”) request that the Board of Directors of the Fund (the “Board”) take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.

Saba Proposal to NDP:

RESOLVED, that the shareholders of Tortoise Energy Independence Fund, Inc. (the “Fund”) request that the Board of Directors of the Fund (the “Board”) take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.

Saba Proposal to TEAF:

RESOLVED, that the shareholders of Ecofin Sustainable and Social Impact Term Fund (the “Fund”) request that the Board of Directors of the Fund (the “Board”) take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.

Supporting Statement for the Saba Proposal

Saba believes that the annual election of all directors encourages board accountability to a company’s shareholders which, in turn, boosts a board’s performance thereby creating greater value for the shareholders it serves. This view is shared by many, if not the overwhelming majority of, proxy advisory firms, institutional investors and large shareholders. Companies that are attentive to their shareholder base and care about good governance have taken note, with ~90% of the S&P 500 and ~73% of the S&P 1,500 electing all of their board members annually.¹

Saba is committed to improving the corporate governance of the Fund for the benefit of all shareholders. Currently, the Board is divided into three classes serving staggered three-year terms. A classified board protects the incumbents and leads to entrenchment, which in turn limits accountability to shareholders and makes the board less responsive to shareholder concerns. Empirical studies have found a statistically significant correlation between the presence of a classified board structure and a decline in firm value, with the effect even more pronounced where board classification is enshrined in a company’s charter, as is the case with the Fund.²

Saba’s proposal to declassify the Board is geared toward encouraging the Board to take positive steps towards the implementation of good governance and productive shareholder engagement, the totality of which, Saba believes, will allow the Fund to achieve its optimal valuation and unlock value for the Fund’s shareholders.

For a greater voice in the Fund’s corporate governance and to increase the accountability of the Board to shareholders, Saba urges you to vote FOR this proposal.

END OF PROPOSAL

¹ Additionally, ~60% of the companies in the Russell 3,000 elect all their board members annually. See Matteo Tonello et al., Corporate Board Practices in the Russell 3000, S&P 500 and S&P Mid-Cap 400 (Nov. 2022) and Ernst & Young, EY Center for Board Matters: Corporate Governance by the Numbers (Mar. 2022).

² See generally Lucian A. Bebchuk and Alma Cohen, The Costs Of Entrenched Boards (2005), Journal of Financial Economics, v78, 409-433 and Lucian Bebchuk, Alma Cohen and Charles C.Y. Wang, Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment (2010), available at http://ssrn.com/abstract=1706806.

FOR THE REASONS DISCUSSED MORE FULLY BELOW,
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE AGAINST THIS STOCKHOLDER PROPOSAL

After careful and thoughtful consideration, the Board of Directors of each of TYG, TPZ, NTG, TTP, NDP, and TEAF, including the Independent Directors who constitute a majority of the Board, has unanimously determined that the Saba Proposal is not in the best interests of the Companies or their stockholders. Rather, the Board believes that its classified structure helps protect the Companies and their stockholders from undue influence by an opportunistic hedge fund or anyone else seeking short-term profits. Accordingly, the Board recommends that you vote AGAINST Proposal Three.

For the reasons summarized in greater detail below, the Board believes that it is in the best interest of each of the Companies, as a closed-end, exchange traded investment company, to continue to have a classified board structure. The Board is comprised of highly qualified individuals that are, and have been, committed to the Companies’ long-term ability to achieve their respective investment objectives. The Board believes that the classified board structure continues to provide the Companies and their stockholders with important benefits, including strengthening the independence of the Board and providing stability and continuity of management.

Classified Board Enhances Board Independence. Electing directors to three-year terms enhances the independence of the Independent Directors by providing them with a longer term of office. This longer term provides additional independence from management and from activists whose agendas may be contrary to the long-term interests of the Companies and their stockholders. The Board’s classified structure precludes a complete turnover of the Board, as well as the potential for corresponding, radical changes in the direction of the Companies, including with respect to their structure, strategy, objective or leverage, in any one year. This prevents a well-funded, special interest hedge fund or other arbitrageur from taking over the Board and forcing an open-ending or other radical change to the structure or strategy of one or more of the Companies – only to terminate its investment after extracting a short-term gain, leaving the impacted Companies and their remaining stockholders to bear the costs. The individuals that such an arbitrageur nominates to serve as directors may very well resign after a single term. As a result of having a classified Board structure, the directors are able to make decisions that are in the best interest of each of the Companies and all of their stockholders.

Classified Board Promotes Stability and Continuity in Complex Funds. The Companies may use complex investment techniques to meet their investment objectives, and the regulations to which the Companies are subject as closed-end funds also are complicated. It takes time to master these complexities. The Board has from inception been divided into three classes that serve staggered three-year terms. The Board is structured this way to provide stability, continuity and independence, all of which enhance long-term planning. It also ensures that there are experienced directors serving on the Board who are familiar with the Companies and with their operations, investment strategies and regulatory requirements. A classified board helps attract and retain qualified directors who are willing to make long-term, multi-year commitments of their time and energy to the Companies and willing to develop a deep understanding of the Companies. In addition, a classified board structure promotes an orderly succession of directors and provides newer directors an opportunity to gain knowledge about each of the Companies alongside more experienced directors. A classified board structure therefore provides the Companies with protection from activist stockholders that may have narrower interests that are not shared by their other long-term investors. Absent the Companies’ existing classified Board structure, an activist stockholder (or group of stockholders) could gain control of one or more of the Companies by acquiring or obtaining enough shares to replace the entire Board with its own nominees at a single annual meeting. Large, sudden changes in the composition of the Board would disrupt this collective knowledge that has been developed by the existing Board over time. This could also result in radical changes to the way the affected Company is operated-even changes to the closed-end fund structure that attracted stockholders to the Company in the first place.

Directors are Accountable and Owe Fiduciary Duties to All Stockholders. The Board does not agree with the assertion that the classified board structure minimizes directors’ accountability to the Companies’ stockholders. Directors elected to three-year terms are just as accountable to stockholders as directors elected annually, since all directors are required to uphold their fiduciary duties to the Companies and their stockholders regardless of the lengths of their terms. The Board regularly monitors and implements fund governance and oversight practices to enhance its effectiveness and accountability. The Board reviews matters relating to the Companies, including performance and trading discounts, on an ongoing basis and seeks to balance the interests of all stockholders of each of the Companies. The Companies’ stockholders already have a variety of tools at their disposal to ensure that the directors who are elected to the Board are accountable to them, including withholding votes from the directors who are standing for election each year, nominating alternative candidates to the Board, and communications with directors to express stockholder concerns. A structure that generally requires multiple elections to take control of the Board provides accountability to stockholders while increasing the likelihood that proponents of change have a longer-term horizon.

The Classified Board Structure is Permitted by the 1940 Act and the Exchange, and is common for Closed-End Funds. The 1940 Act is the principal federal statute that regulates the Companies’ activities and the composition of the Board. It seeks to ensure that investment companies are managed in the interests of all stockholders, not just the narrower interests of short-term investors at the expense of other stockholders who acquired their shares as part of a long-term investment strategy. The 1940 Act and the Companies’ listing exchange (NYSE) explicitly permit classified board structures. Further, data published by the Investment Company Institute (“ICI”), a leading trade association representing regulated investment funds, demonstrates that the vast majority of traditional closed-end funds have classified boards. ICI’s review of data collected from publicly available disclosures in SEC filings of closed-end funds as of July 2023 showed that 94% of all such funds utilized a classified board structure, with only 6% of such funds not having a classified board.³

Closed-End, Exchange-Traded Investment Companies are Fundamentally Different from Operating Companies. The considerations and role of the board of closed-end, exchange traded investment companies differ in material respects from the role of a board of directors of a traditional operating company. For example, an investment company’s board has the primary responsibility for oversight of the fund’s service providers and management of any conflicts of interest involving the fund, including oversight of the fund’s investment advisory arrangements. Additionally, an investment company registered pursuant to the 1940 Act is subject to extensive regulation with respect to governance and operations that requires independence of its board members and makes them accountable to stockholders. In contrast, operating companies are not subject to these statutorily-mandated board oversight and independence requirements. Accordingly, the Board believes that a classified board structure is consistent with good corporate governance for the Companies, which depends principally on active and independent board members who have extensive business experience and are knowledgeable about critical aspects of each of the Companies’ closed-end funds.

Closed-End, Exchange Traded Funds are Uniquely Vulnerable to Activism that Can Disadvantage Long-Term Stockholders. Closed-end funds like the Companies are inherently more susceptible than operating companies to the manipulative tactics of opportunistic investors. For instance, closed-end funds publish their net asset values and market prices daily, which allows an arbitrageur to identify opportunities for short-term profits. Because the portfolio holdings of closed-end funds are relatively liquid compared to operating company assets, an arbitrageur can, among other things, essentially demand a sale of fund assets to realize such profits. Closed-end funds often have relatively smaller market capitalizations as well, compared to operating companies, allowing short-term investors to acquire a meaningful stake in a fund. Thus, the classified board structure is particularly important for closed-end funds such as the Companies to ensure that they continue to operate in the interests of long-term stockholders.

³ Source: Data compiled by the Investment Company Institute data available at https://www.ici.org/system/files/2024-05/per30-05-data.xlsx.

A published review of such activism produced by the Investment Company Institute highlights the particular vulnerability of closed-end funds to these tactics, as follows:

[CEFs] are being exploited by a small group of activist investors via a structural feature: the discount. This discount—when a fund’s secondary market price is below its net asset value, or NAV—tends to be viewed negatively, and it is often cited as the primary reason that a fund needs intervention. * * *

Activist investors seek to take advantage of discounts, typically with the primary goal of earning short-term profits. They often buy substantial CEF shares during market downturns (generally or for a given sector) when discounts naturally tend to widen. Then they use their substantial stake in the fund to attempt to force the fund to buy their shares at a higher price.⁴

The ICI review also notes that Saba has been one of three leading activist firms pursuing this tactic in recent years. Indeed, while the declassification proposal itself claims to be focused on improving corporate governance, Saba has in fact declared on its own public web site that it “selectively pursues an activist approach where corporate actions may be an effective tool to unlock stockholder value and monetize the discount to NAV.” Accordingly, Saba’s own public statements, as well as its notable history of closed-end fund activism, reveal that Saba seeks to use this type of proposal and others to pursue actions that may not be in the interests of long-term stockholders. The ICI review further noted that “[u]nexpected liquidity events resulting from activists’ actions can cause tax burdens for long-term investors or leave them without access to the benefits that CEFs can offer, such as steady distributions and exposure to higher-yielding assets.”⁵

Conclusion. As discussed above, the Board believes that the dynamics of closed-end funds are very different from those of operating companies in relation to classified boards, and that stockholders should take this important difference into account in voting on the Saba Proposal. The Board believes that the institutional investor and proxy advisory firm guidelines typically applied to classified board structures of operating companies, as referred to in the Saba’s supporting statement for this proposal, should not apply to closed-end funds, which are more vulnerable to arbitrageurs and other short-term investors for the reasons discussed above. Accordingly, the Board believes that maintaining the existing classified Board structure for each of the Companies is in the best interests of the stockholders of each Company.

Required Vote and Directors’ Recommendation

To be approved, the Saba Proposal for each of the Companies must be approved by the affirmative vote of the holders of a majority of the votes cast in person at the annual meeting by the stockholders of such Company or represented by proxy, so long as a quorum is present. For each of TYG, NTG and TTP, each common share is entitled to one vote and each preferred share is entitled to one vote, with the holders of common stock and preferred stock voting together on this proposal as a single class. For each of TPZ, NDP and TEAF, each common share is entitled to one vote on this proposal. For the purposes of the vote on this proposal, 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 not be counted as shares voted and will have no effect on the result of the vote.

⁴ Source: Investment Company Institute Fact Sheet titled “Closed-End Fund Activism” available at https://www.ici.org/system/files/2024-05/cef-activism.pdf. 

⁵ Id.

THE BOARD, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
UNANIMOUSLY REOCMMENDS THAT STOCKHOLDERS VOTE
“AGAINST” THIS NON-BINDING STOCKHOLDER PROPOSAL.

PROPOSAL FOUR – FOR TPZ ONLY

STOCKHOLDER PROPOSAL

A stockholder, Special Opportunities Fund, Inc., through its investment adviser, Bulldog Investors, LLP (together, “Bulldog”) has informed TPZ (which is referred to as the “Fund” in its stockholder proposal) that it intends to submit this non-binding stockholder proposal (the “Bulldog Proposal”) at the Annual Meeting and has requested that TPZ include the Bulldog Proposal in TPZ’s proxy materials. The non-binding stockholder proposal, exactly as received by TPZ, is set forth below, followed by a copy of Bulldog’s supporting statement, exactly as received by the Fund, which in turn is followed by the Board’s explanation of its reasons for opposing the Bulldog Proposal. None of TPZ, the Board or management are responsible for the contents of this non-binding stockholder proposal nor the supporting statement of the proponent. The Board unanimously recommends that you vote AGAINST the Bulldog Proposal.

Bulldog Proposal to TPZ: 

RESOLVED: If the Fund’s average trading discount to net asset value (NAV) exceeds 10% for the twenty trading days ending December 31, 2024, the stockholders urge the board to consider measures to allow all shareholders to monetize their shares at a price at or close to NAV.

Supporting Statement for the Bulldog Proposal

The Fund’s long-term performance has been poor. For the ten-year period ending May 31, 2023, the annualized market price return of the Fund’s shares is 0.39%. Plus, the Fund’s shares have traded at a double-digit discount for almost four years. The board has responded by authorizing the Fund to conduct a small self-tender offer in any year that the discount exceeds 10% during a designated measurement period. However, in the most recent tender offer, more than 90% of the shares tendered were returned to shareholders. Consequently, more aggressive action is warranted.

We propose that if the Fund’s current double-digit discount persists through 2024, the board should take action to afford shareholders an opportunity to realize a price close to NAV for all shares. Among the options the board should consider are converting the Fund to an open-end fund or an ETF, liquidating the Fund, or launching a self-tender offer for all shares.

END OF PROPOSAL

FOR THE REASONS DISCSSED MORE FULLY BELOW,
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE AGAINST THIS STOCKHOLDER PROPOSAL

After careful and thoughtful consideration, the Board of Directors of TPZ, including the Independent Directors who constitute a majority of the Board, has unanimously determined for the reasons discussed in greater detail below that the Bulldog Proposal is not in the best interests of TPZ or its stockholders. Accordingly, the Board recommends that you vote AGAINST Proposal Four. 

TPZ’s Board of Directors has weighed the advantages and disadvantages of the Bulldog Proposal based on what it believes is in the best interests of TPZ’s stockholders. The Board opposes the Bulldog Proposal because it would deny stockholders the ability to own shares in a successful investment vehicle with long-term investment objectives, waste fund resources, and potentially result in TPZ’s termination. Instead, the Board believes that TPZ should retain its current structure as a closed-end fund, which provides significant benefits to long-term stockholders:

Considerations Related to the Fund’s Discount to NAV and Hedge Fund Activism. The Bulldog Proposal criticizes the discount between TPZ’s market share price and its NAV per share. However, as previously discussed above under Proposal 3, a review of hedge fund activism aimed at closed-end funds published by the Investment Company Institute points out that such funds typically trade at a discount to net asset value and a subset of primarily three activist investors – one of which is Bulldog – have increasingly used this fact to engage in short-term focused campaigns aimed at forcing an affected fund to repurchase their shares at a higher price. As the ICI report also observed, these tactics can negatively impact other investors with a longer-term focus:

CEFs generally trade at discounts to NAV and have stood the test of time as successful long-term savings options for investors. In fact, on average, about three-quarters of all CEFs trade at a discount in any given month. Discounts can actually benefit long-term shareholders, as they allow investors to get NAV-based income distributions at reduced prices.⁶

⁶ Source: Investment Company Institute Fact Sheet titled “Closed-End Fund Activism” published at https://www.ici.org/system/files/2024-05/cef-activism.pdf.

The ICI report also pointed out that, while these activists often seek to force a closed-end fund to liquidate or convert to an open-end fund, they typically settle for forcing a tender offer that allows them to realize short-term profits and most (approximately 75% during the period covered by the ICI review) thereafter exit the fund within one year or less.⁷

The ICI has argued that these activist campaigns discourage new closed-end funds from entering the market, and significantly contributed to a nearly 40% drop in the number of CEFs available to investors since 2007.⁸ In a recent Press Release arguing for a legislative response from Congress to counter these trends, the ICI noted that “no new traditional CEFs opened in 2023 as a record number of traditional CEFs were targeted by activist investors.”⁹

The Fund Has Sought to Address the Discount While Balancing the Interests of All Investors. In 2022, Bulldog submitted a prior proposal to the Fund of the type criticized by the ICI, requesting that the Board authorize a self-tender offer for all outstanding common shares of the Fund at or close to NAV, and further requesting that if more than 50% of TPZ’s outstanding shares were tendered the Board cancel the tender offer and take steps to cause the fund to be liquidated or converted to (or merged with) an exchange traded fund (ETF) or an open-end mutual fund.

As the Board stated in opposition to Bulldog’s prior proposal, it declined to pursue the drastic step of an unlimited tender offer, possibly followed by open-ending or liquidating TPZ, as that could seriously impair or eliminate TPZ as a viable investment option for its stockholders that purposefully chose to invest in TPZ as a closed-end fund. Rather, the Board chose to conduct the above-referenced 2022 and 2023 self-tender offers pursuant to its January 2022 announcement of a conditional tender offer for up to 5% of TPZ’s outstanding shares of common stock for each of such years, conducted for each such year at a price equal to 98% of NAV if TPZ’s shares traded at an average discount to NAV of more than 10% during either of two designated measurement periods. The first measurement period commenced on February 1, 2022 and ended on July 31, 2022 for 2022, while the second measurement period commenced on August 1, 2022 and ended on July 31, 2023. These self-tenders during 2022 and 2023 allowed TPZ stockholders an opportunity for liquidity at an above-market price, but at a level which nonetheless maintained a fund of sufficient size to achieve TPZ’s investment objectives and continue to take advantage of leverage. The Board believes that these more limited tender offers reasonably balanced the interests of stockholders seeking an opportunity for liquidity in their fund shares at an above-market price with the interests of stockholders who desire to remain invested in a fund that has delivered meaningful returns over the past decade, and continues to distribute a high monthly distribution to stockholders.

As the Board also noted in response to Bulldog’s 2022 proposal, other meaningful and effective actions taken by the Board to reduce TPZ’s discount have included: (1) adopting a managed distribution policy to make regular distributions to TPZ stockholders; (2) executing TPZ’s prior share repurchase program in 2020; and (3) early in 2022, enhancing TPZ’s managed distribution policy to make monthly distributions currently targeted at an annual rate of 7% to 10% of average NAV. The distribution as of May 8, 2024 was $0.105 per share per month ($0.315 per quarter) which has held steady since January 18, 2022. Further, the 1-month rolling average discount to NAV of 17.41% for the month of May 2021 has dropped to 12.87% for the month of May 2024, as measured through May 29, 2024.

The Board will continue to evaluate the impact of these actions and consider what additional actions may be taken to address the interests of all stockholders, including those that are dissatisfied with the persistent discount affecting most similarly situated closed-end funds while also preserving TPZ as a longer-term investment option for its income-oriented investors.

⁷ Id. 

⁸ Id. 

⁹ Source: Investment Company Institute Press Release titled “Closed-End Fund Activism Surges, Shows Need for Congressional Action” (May 14, 2024), available at https://www.ici.org/news-release/24-news-cef-update.

Conclusion. The Board unanimously opposes the Bulldog Proposal because it would most likely result in TPZ’s termination as a closed-end fund. The Board will continue to evaluate what additional actions may be taken in the future to provide reasonable opportunities for liquidity for investors concerned with the discount, but also believes the significant measures it has already taken justify retaining TPZ’s closed-end structure for the benefit of all stockholders.

Required Vote and Directors’ Recommendation

To be approved, the Bulldog Proposal must be approved by the affirmative vote of the holders of a majority of the votes cast in person at the annual meeting or represented by proxy so long as a quorum is present. Each TPZ common share is entitled to one vote on this proposal. For the purposes of the vote on this proposal, 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 not be counted as shares voted and will have no effect on the result of the vote.

THE BOARD, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
UNANIMOUSLY REOCMMENDS THAT STOCKHOLDERS VOTE
“AGAINST” THIS NON-BINDING STOCKHOLDER PROPOSAL.

OTHER MATTERS

The Board of Directors of each Company knows of no other matters that are intended to be brought before the meeting. If other matters are presented for action, the proxies named in the enclosed form of proxy will vote on those matters in their sole discretion.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

At May 31, 2024, each director and director nominee 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 Company’s directors and director nominees 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.

At May 31, 2024, 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.

None of the independent directors and none of the interested directors and officers hold any TYG preferred shares, NTG preferred shares or TTP preferred shares.

*Indicates less than 1%.  

The table below indicates the persons known to NTG to own 5% or more of its common stock as of May 31, 2024.

The table below indicates the persons known to TPZ to own 5% or more of its common stock as of May 31, 2024.

The table below indicates the persons known to TTP to own 5% or more of its common stock as of May 31, 2024.

The table below indicates the persons known to NDP to own 5% or more of its common stock as of May 31, 2024.

There were no persons known to TYG, to own 5% or more of its common stock as of May 31, 2024.

The table below indicates the persons known to TEAF to own 5% or more of its common stock as of May 31, 2024.

The table below indicates the persons known to TYG to own 5% or more of its shares of preferred stock as of May 31, 2024.

The table below indicates the persons known to NTG to own 5% or more of its shares of preferred stock as of May 31, 2024.

The table below indicates the persons known to TTP to own 5% or more of its shares of preferred stock as of May 31, 2024.

DELINQUENT SECTION 16(a) REPORTS

Section 30(h) of the 1940 Act and Section 16(a) of the Exchange Act require each Company’s directors and officers, the Adviser, affiliated persons of the Adviser and persons who own more than 10% of a registered class of the Company’s equity securities to file forms reporting their affiliation with the Company and reports of ownership and changes in ownership of the Company’s shares with the SEC and the New York Stock Exchange. Those persons and entities are required by SEC regulations to furnish the applicable Company with copies of all Section 16(a) forms they file. Based solely on a review of those forms furnished to the Company, or written representations that no other reports were required to be filed, 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 Mr. H. Kevin Birzer, a Section 16 filer for TYG, was late in making a Section 16 filing for TYG. An independent third-party advisor with full discretion for managing the account beneficially owned by Mr. Birzer sold shares without informing Mr. Birzer. A Section 16 filing reflecting the sale of those shares has been made. 

INVESTMENT ADVISER

Tortoise Capital Advisors, L.L.C. is each Company’s investment adviser. The Adviser’s address is 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211. As of May 31, 2024, the Adviser had approximately $7.4 billion of client assets under management. Ecofin Advisors Limited (“Ecofin UK”), an affiliate of the Adviser, is an investment sub-adviser to TEAF. Ecofin UK’s address is 15 Buckingham Street, London, WC2N 6DU. As of May 31, 2024, Ecofin UK had approximately $1.4 billion of client assets under management. The assets under management numbers for the Adviser and Ecofin UK include approximately $0.6 billion of assets for which the Adviser acts as investment adviser and Ecofin UK acts as sub-adviser.

MORE INFORMATION ABOUT THE MEETING

Stockholders. At the record date, each Company had the following number of shares issued and outstanding, each of which is entitled to one vote per share on those matters as to which such class has voting rights as described in this proxy statement:

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 represented by such proxy will be voted: “FOR” the proposal to elect Rand C. Berney to serve as a director of the Company until the 2027 Annual Meeting of Stockholders; “FOR” the proposal to ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ended November 30, 2024; “AGAINST” the Saba Proposal; and “AGAINST” the Bulldog Proposal.

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 Company’s transfer agent, or by brokers or their representatives, or by the firm of EQ Fund Solutions, LLC, 48 Wall Street, 22nd Floor, New York, NY 10005 (“EQ”), which we have engaged to provide customary services in connection with the solicitation of annual meeting proxies at a fee that is not anticipated to exceed $15,000. None of the Companies will pay any representatives of the Company or the Adviser any additional compensation for their efforts to supplement proxy solicitation. 

As a result of the proxy contest initiated by the Nominating Stockholder, NDP may incur additional costs in connection with the solicitation of proxies. In addition to the routine solicitation engagement described above, we have engaged EQ to assist in the solicitation of proxies and provide related advice and informational support, for a service fee and the reimbursement of customary disbursements, which amounts are not expected to exceed $[________] in total. That firm expects that approximately 25 of its employees will assist in the solicitation. NDP’s expenses related to the solicitation of proxies from stockholders this year may substantially exceed those normally spent for an annual meeting of stockholders. Such additional costs are expected to aggregate to approximately $[_______], of which approximately $[_______] have been incurred through the date of this filing. These additional solicitation costs are expected to include: the fee payable to our proxy solicitor; fees of outside counsel to advise us in connection with a contested solicitation of proxies; increased mailing costs, such as the costs of additional mailings of solicitation material to stockholders, including printing costs, mailing costs and the reimbursement of reasonable expenses of banks, brokerage houses and other agents incurred in forwarding solicitation materials to beneficial owners of NDP’s common stock; and the costs of retaining an independent inspector of election.

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 6363 College Boulevard, Suite 100A, Overland Park, 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, TPZ, NTG, TTP, NDP and TEAF. Each Company will furnish without charge upon written request a copy of its most recent annual report. Each such request must include a good faith representation that, as of the record date, the person making such request was a beneficial owner of the Company’s common shares entitled to vote at the annual meeting of stockholders. Such written request should be directed to the Company’s Secretary at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211, (866) 362-9331. 

ADMINISTRATOR

TYG, TPZ, NTG, TTP, NDP and TEAF 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 6363 College Boulevard, Suite 100A, Overland Park, 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 Company’s link on its investment adviser’s website (www.tortoiseadvisors.com).

STOCKHOLDER PROPOSALS AND NOMINATIONS
FOR THE 2024 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 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211, not later than 5:00 p.m., Central Time on March [___], 2025. 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 materials sent to stockholders.

Other Proposals and Nominations. If you want to nominate a director or have other business considered at a Company’s next annual meeting of stockholders but do not want those items included in our proxy statement, you must comply with the advance notice provision of the Company’s Bylaws. Under each Company’s Bylaws, nominations for director or other business proposals to be addressed at the Company’s next annual meeting may be made by a stockholder who has delivered a notice to the Secretary of the Company at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211, no earlier than February [___], 2025, nor later than 5:00 p.m. Central Time on March [___], 2025. 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 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211. Timely submission of a proposal does not mean the proposal will be allowed to be brought before the meeting. 

These advance notice provisions are in addition to, and separate from, the requirements that a stockholder must meet in order to have a proposal included in any Company’s proxy statement under the rules of the SEC.

A proxy granted by a stockholder will give discretionary authority to the proxies to vote on any matters introduced pursuant to the above advance notice Bylaw provisions, subject to applicable rules of the SEC.

By Order of the Board of Directors

Diane M. Bono Secretary

July [___], 2024

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