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:
[ ] Preliminary Proxy Statement.
[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to §240.14a-12
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MLP FUND, INC.
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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. |
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TORTOISE ENERGY INFRASTRUCTURE CORPORATION
 | TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC. |
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
11550 Ash Street, Suite 300
Leawood, Kansas 66211
April 4, 2018
Dear Fellow Stockholder:
You are cordially invited to attend athe combined specialannual meeting (the “Meeting”) of stockholders of each of Tortoise Energy Infrastructure Corporation (“TYG”), Tortoise Power and Energy Infrastructure Fund, Inc. (“TPZ”), Tortoise MLP Fund, Inc. (“NTG”), Tortoise Pipeline & Energy Fund, Inc. (“TTP”) and Tortoise Energy Independence Fund, Inc. (“NDP”) (each a “Company” and collectively, the “Companies”) on December 21, 2017Friday, May 18, 2018 at 10:00 a.m., Central Time at 11550 Ash Street, Suite 300, Leawood, Kansas 66211.
At the Meeting, stockholders of each Companymeeting, you will be asked to consider(i) elect two directors of the Company, (ii) ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending November 30, 2018, and vote on a proposal to approve a new investment advisory agreement between that Company and its current investment adviser, Tortoise Capital Advisors, L.L.C. (the “Adviser”). Stockholders of each Company are also being asked to(iii) consider and take action upon such other business as may properly come before the Meeting,meeting, including the adjournment andor postponement thereof.
Enclosed with this letter are the formal notice of the Meeting, 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 each of the proposals you will be asked to vote on and why each Company’s Board of Directors recommends that you vote to approve each applicable proposal,of the Company’s proposals, and the actual 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 is important. Please vote your shares via the internet or by telephone, or complete, sign and date the enclosed proxy card (your ballot) and mail it in the postage-paid envelope included in this package.
Sincerely, | |
| |
P. Bradley Adams | |
Chief Executive Officer, Principal Financial Officer and Treasurer of |
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MLP FUND, INC.
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.11550 Ash Street, Suite 300Leawood, Kansas 662111-866-362-9331
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 two directors to serve until the 2021 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.
Q. HOW DOES THE BOARD OF DIRECTORS SUGGEST THAT I VOTE?
A. The Board of Directors of each Company unanimously recommends that you vote “FOR” all proposals on the enclosed proxy card.
Q. HOW CAN I VOTE?
A. Voting is quick and easy. You may vote your shares via the internet, by telephone (for internet and telephone voting, please follow the instructions on the proxy ballot), or by simply completing and signing the enclosed proxy ballot, and mailing it in the postage-paid envelope included in this package. You may also vote in person if you are able to attend the meeting. However, even if you plan to attend the meeting, we urge you to cast your vote early. That will ensure your vote is counted should your plans change.
This information summarizes information that is included in more detail in the Proxy Statement. We urge you to read the entire Proxy Statement carefully.
If you have questions, call 1-866-362-9331.
NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of: | Tortoise Energy Infrastructure Corporation |
Tortoise Power and Energy Infrastructure Fund, Inc. | |
Tortoise MLP Fund, Inc. | |
Tortoise Pipeline & Energy Fund, Inc. | |
Tortoise Energy Independence Fund, Inc.: |
NOTICE IS HEREBY GIVEN that athe combined special meeting (the “Meeting”)Annual Meeting of Stockholders of Tortoise Energy Infrastructure Corporation, Tortoise Power and Energy Infrastructure Fund, Inc., Tortoise MLP Fund, Inc., Tortoise Pipeline & Energy Fund, Inc. and Tortoise Energy Independence Fund, Inc., each a Maryland corporation (each a “Company” and, collectively, the “Companies”), will be held on December 21, 2017Friday, May 18, 2018 at 10:00 a.m., Central Time at 11550 Ash Street, Suite 300, Leawood, Kansas 66211 for the following purposes:
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For all Companies: To elect two directors of the Company, to hold office for a term of three years and until their successors are duly elected and qualified; |
2. | 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, 2018; and |
3. | For all Companies:To consider and take action upon such other business as may properly come before the |
The foregoing items of business are more fully described in the combined proxy statementProxy Statement accompanying this Notice.
Stockholders of record as of the close of business on October 17, 2017March 13, 2018 are entitled to notice of and to vote at the Meetingmeeting (or any adjournment or postponement of the Meeting)meeting).
By Order of the Board of Directors of | |
| |
Diane M. Bono | |
Secretary |
April 4, 2018
Leawood, Kansas
All stockholders are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote your shares via the internet, by telephone or by completing, dating, signing and returning the enclosed proxy as promptly as possible in order to ensure your representation at the meeting. If you choose to vote using the enclosed proxy, a return envelope (which postage is prepaid if mailed in the United States) is enclosed for that purpose. Even if you have given your proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name.
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MLP FUND, INC.
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
11550 Ash Street, Suite 300
Leawood, Kansas 66211
1-866-362-9331
COMBINED PROXY STATEMENTFOR SPECIAL SHAREHOLDER
ANNUAL MEETING TO BE HELD ONDECEMBER 21, 2017
May 18, 2018
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 MLP Fund, Inc. (“NTG”), Tortoise Pipeline & Energy Fund, Inc. (“TTP”) and Tortoise Energy Independence Fund, Inc. (“NDP”) (each(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 allyour shares you own in eachof the Company to be voted at a combined specialthe annual meeting of stockholders (the “Meeting”)called to be held on December 21, 2017.May 18, 2018. The Board of Directors of each Company has fixed the close of business on October 17, 2017March 13, 2018 as the record date (the “Record Date”“record date”) for the determination of stockholders entitled to notice of and to vote at the Meetingmeeting and at any adjournment or postponement 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 November [•], 2017.
Each Company’s reportsannual 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). You may also request, and each Company will provide to you without charge, a copy of the Company’s most recent annual report and most recent semi-annual report succeeding the annual report, by writing to the Secretary of the Company at the Company’s offices located at 11550 Ash Street, Suite 300, Leawood, Kansas 66211 or by calling the Company at 1-866-362-9331.
Important Notice Regarding the Availability of Proxy Materials for the SpecialAnnual Meeting of Stockholders to be Held on December 21, 2017:
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This combined proxy statement sets forth the information that each Company’s stockholders should know in order to evaluate each of the following proposals. The following table presents a summary of the proposals for each Company and the class of stockholders of the Company being solicited with respect to each proposal.
Proposals | Class of Stockholders of Each Company Entitled to Vote | |
For Each Company | ||
1. | To | |
Rand C. Berney | For each of TYG, NTG and TTP For each of TPZ and NDP | |
Jennifer Paquette | For each of TYG, NTG and TTP – Preferred Stockholders, voting as a class For each of TPZ and NDP – Common Stockholders voting as a class | |
For Each Company | ||
2. | To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending November 30, 2018. | For each of TYG, NTG and TTP – Common Stockholders and Preferred Stockholders, voting as a single class For each of TPZ and NDP – Common Stockholders voting as a class |
For Each Company | ||
3. | To consider and take action upon such other business as may properly come before the meeting, including the adjournment | For each of TYG, NTG and TTP For each of TPZ and NDP |
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PROPOSAL ONE
ELECTION OF A NEW INVESTMENT ADVISORY AGREEMENT
The date of each Company’s Current Investment Advisory Agreement and the date on which it was last approved by shareholders and last approved for continuance by the Board of Directors is set forth on Appendix A.
The persons named on the accompanying proxy card intend to vote at the meeting (unless otherwise directed) “FOR” the election of Mr. Berney and Ms. Paquette as directors of each Company. Currently, each Company has five directors. In accordance with each Company’s Articles of Incorporation, its Board of Directors is divided into three classes of approximately equal size. The terms of the directors of the different classes are staggered. The term of each of H. Kevin Birzer and Alexandra A. Herger expires on the date of the 2019 annual meeting of stockholders of each Company and the term of Conrad S. Ciccotello expires on the date of the 2020 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. The Board of each of TYG, NTG and TTP has designated Mr. Birzer and Ms. Paquette as the directors the preferred stockholders of that Company shall have the right to elect.
Holders of common shares and preferred shares of each of TYG, NTG and TTP will vote as a single class on the election of Mr. Berney as a director of each Company and holders of preferred shares of each of TYG, NTG and TTP will vote as a class on the election of Ms. Paquette as a director of each Company. Holders of common shares of each of TPZ and NDP will vote as a class on the election of Mr. Berney and Ms. Paquette as directors of each Company. Stockholders do not have cumulative voting rights.
With respect to each Company, if elected, Mr. Berney and Ms. Paquette will hold office until the 2021 annual meeting of stockholders of each Company and until their successors are duly elected and qualified. If either Mr. Berney or Ms. Paquette is unable to serve because of an event not now anticipated, the persons named as proxies may vote for another person designated by the voteCompany’s Board of Directors.
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The following table sets forth each Board member’s name, age and address; position(s) with the holdersCompanies and length of a majoritytime served; principal occupation during the past five years; the number of the outstanding shares of the Company on 60 days written notice to the Adviser. Each Current Investment Advisory Agreement and its corresponding New Investment Advisory Agreement provide that they may be terminated by the Adviser at any time, without the payment of any penalty, upon 60 days written notice to a Company. Each Current Investment Advisory Agreement and its corresponding New Investment Advisory Agreement also provide that they will automatically terminatecompanies in the eventFund Complex that each Board member oversees and other public company directorships held by each Board member. Unless otherwise indicated, the address of an “assignment” (as defined in the 1940 Act).
Nominees For Director Who Are Independent:
Name and Age | Position(s) Held | Principal Occupation During Past Five Years | Number of | Other Public |
Rand C. Berney (Born 1955) | Director of each Company since January 1, 2014. | Executive-in-Residence and Professor for Professional Ethics Course, College of Business Administration, Kansas State University since 2012; Formerly Senior Vice President of Corporate Shared Services of ConocoPhillips from April 2009 to 2012, Vice President and Controller of ConocoPhillips from 2002 to April 2009, and Vice President and Controller of Phillips Petroleum Company from 1997 to 2002; Member of the Oklahoma Society of CPAs, the Financial Executive Institute, American Institute of Certified Public Accountants, the Institute of Internal Auditors and the Institute of Management Accountants. | Five | None |
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Name and Age | Position(s) Held | Principal Occupation During Past Five Years | Number of | Other Public |
Jennifer Paquette (Born 1962) | Director Nominee | Retired in 2017; Previously Chief Investment Officer of the Public Employees’ Retirement Association of Colorado (“Colorado PERA”) from 2003 to 2017; Held various positions within Colorado PERA from 1999 to 2003 and 1995 to 1996; Formerly Vice-President Institutional Account Executive at Merrill Lynch, Pierce, Fenner & Smith from 1991 to 1994; Vice-President, Portfolio Manager and Analyst at Alliance Capital Management from 1987 to 1991; Portfolio Assistant and Assistant at Mitchell Hutchins Asset Management from 1985 to 1987. Chartered Financial Analyst (“CFA”) charterholder. | None | None |
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Remaining Directors Who Are Independent:
Name and Age | Position(s) Held | Principal Occupation During Past Five Years | Number of | Other Public |
Conrad S. Ciccotello (Born 1960) | Director of each Company since its inception. | Professor and the Director, Reiman School of Finance, University of Denver (faculty member since 2017); Associate Professor and Chairman of the Department of Risk Management and Insurance, Director of the Asset and Wealth Management Program, Robinson College of Business, Georgia State University (faculty member from 1999 to 2017); Investment Consultant to the University System of Georgia for its defined contribution retirement plan (2008-2017); Formerly Faculty Member, Pennsylvania State University (1997-1999); Published a number of academic and professional journal articles on investment company performance and structure, with a focus on MLPs. | Five | CorEnergy Infrastructure Trust, Inc.; Peachtree Alternative Strategies Fund; Tortoise Tax-Advantaged Social Infrastructure Fund, Inc. |
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Name and Age | Position(s) Held | Principal Occupation During Past Five Years | Number of | Other Public |
Alexandra A. Herger (Born 1957) | Director of each Company since January 1, 2015. | Retired in 2014; Previously interim vice president of exploration for Marathon Oil and director of international exploration and new ventures for Marathon Oil from 2008 to 2014; Held various positions with Shell Exploration and Production Co. between 2002 and 2008; Member of the Society of Exploration Geophysicists, the American Association of Petroleum Geologists, the Houston Geological Society and the Southeast Asia Petroleum Exploration Society; Member of the 2010 Leadership Texas/Foundation for Women’s Resources since 2010; Director of Panoro Energy ASA, an international independent oil and gas company listed on the Oslo Stock Exchange. | Five | None |
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Remaining Directors Who Are Interested Persons:
Name and Age | Position(s) Held | Principal Occupation During Past Five Years | Number of | Other Public |
H. Kevin Birzer* (Born 1959) | Director and Chairman of the Board of each Company since its inception. | Member of the Board of Directors of the Adviser; Managing Director of the Adviser and member of the Investment Committee of the Adviser since 2002; Director and Chairman of the Board of each of Tortoise Energy Capital Corporation (“TYY”) and Tortoise North American Energy Corporation (“TYN”) from its inception until its merger into TYG effective June 23, 2014. CFA charterholder. | Five | None |
* | Mr. Birzer, as a principal of the Adviser, is an “interested persons” of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act. |
In connection with the change in control of the Adviser had approximately $16.0 billion of assets under management.
In accordance with each Company’s Bylaws, Charles E. Heath will not be standing for re-election at the Annual Meeting and his term will expire at the Annual Meeting.
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; Mr. Heath and Ms. Herger, executive leadership and business experience; Ms. Paquette, investment management experience as a chief investment officer of a state public employees’ retirement association; and Mr. Birzer, who was a member in Fountain Capital Management, L.L.C. (“Fountain Capital”), a high yield bondinvestment management firm, from 1990 to May 2009, began his career in 1981. Mr. Birzer graduated with a Bachelor of Business Administration degree from the University of Notre Dame and holds a Master of Business Administration degree from New York University. He earned his CFA designation in 1988.
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Other attributes and a member of the Investment Committee of the Adviser since June 30, 2015. Mr. Kessens has served as President of TTP and TPZ since June 30, 2015. He was a senior investment analyst of the Adviser from June 2012qualifications considered for each director in connection with their selection to July 2013, and an investment analyst from 2008 to June 2012. Previously, from 2004 to 2008, he was a vice president in Citigroup’s global energy investment banking practice. Prior to Citigroup, he served from 1997 to 2002 as a field artillery officer in the United States Army. Mr. Kessens earned a Master of Business Administration from Columbia Business School in New York and a Bachelor of Science in economics from the United States Military Academy at West Point. He earned his CFA designation in 2006.
Mr. Birzer serves as Chairman of the Current Investment Advisory Agreement and the New Investment Advisory Agreement, the Independent Directors of each Company consulted with independent legal counsel regarding the factors to be considered in its review and the nature of information to be provided, and through its independent legal counsel the Independent Directors sent a detailed formal request for information to the Adviser. In addition to materials received and reviewed by the Board of Directors throughout the year, the Adviser provided extensive information, including information from independent third party sources, and the directors reviewed such information, over the course of several weeks in response to this request.
Information About Executive Officers
Mr. Birzer is the Chairman of the Transaction.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 11550 Ash Street, Suite 300, Leawood, Kansas 66211. Each officer serves until his successor is elected and qualified or until his resignation or removal. As employees of the Adviser, each of the following officers are “interested persons” of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act.
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Name and Age | Position(s) Held | Principal Occupation During Past Five Years | Number of | Other Public |
P. Bradley Adams (Born 1960) | Chief Executive Officer of TYG, NTG, TPZ, TTP and NDP since June 30, 2015; Principal Financial Officer and Treasurer of each of TYG, NTG, TPZ, TTP and NDP since May 2017; Chief Financial Officer of NTG from 2010 to June 30, 2015, of each of TYG and TPZ from 2011 to June 30, 2015 and of each of TTP and NDP from its inception to June 30, 2015; Assistant Treasurer of TYG from 2005 to 2011 and of TPZ from its inception to 2011. | Managing Director of the Adviser since January 2013; Director of Financial Operations of the Adviser from 2005 to January 2013; Chief Financial Officer of each of TYY and TYN from May 2011 to June 23, 2014; Assistant Treasurer of each of TYY and TYN from November 2005 to May 2011. | Five | None |
Matthew G.P. Sallee (Born 1978) | President of TYG and NTG since June 30, 2015. | Managing Director of the Adviser since January 2014; Member of the Investment Committee of the Adviser since June 30, 2015; Portfolio Manager of the Adviser since July 2013; Senior Investment Analyst of the Adviser from June 2012 to July 2013; Investment Analyst of the Adviser from 2009 to June 2012; Research Analyst of the Adviser from 2005 to 2009; CFA charterholder. | Two | None |
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Name and Age | Position(s) Held | Principal Occupation During Past Five Years | Number of | Other Public |
Brian A. Kessens (Born 1975) | President of TTP and TPZ since June 30, 2015. | Managing Director of the Adviser since January 2015 and a member of the Investment Committee of the Adviser since June 30, 2015; Portfolio Manager of the Adviser since July 2013; Senior Investment Analyst of the Adviser from June 2012 to July 2013; Investment Analyst of the Adviser from 2008 to June 2012; CFA charterholder. | Two | None |
Robert J. Thummel, Jr. (Born 1972) | President of NDP since June 30, 2015. | Managing Director of the Adviser since January 2014 and a member of the Investment Committee of the Adviser since June 30, 2015; Portfolio Manager of the Adviser since July 2013; Senior Investment Analyst of the Adviser from June 2012 to July 2013; Investment Analyst of the Adviser from 2004 to June 2012; President of TYN from 2008 until its merger into TYG in June 2014. | One | None |
Nicholas S. Holmes (Born 1985) | Vice President of TYG and NTG since June 30, 2015. | Director of the Adviser since January 2018; Investment Analyst of the Adviser since January 2015; Research Analyst of the Adviser from January 2012 through December 2014 and Assistant Research Analyst from January 2010 through December 2011; CFA charterholder. | Two | None |
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Name and Age | Position(s) Held | Principal Occupation During Past Five Years | Number of | Other Public |
Brett Jergens (Born 1978) | Vice President of NDP since June 30, 2015. | Director and Portfolio Manager of the Adviser since January 2018; Investment Analyst of the Adviser from December 2010 to January 2018; Research Analyst of the Adviser from June 2007 to December 2010; CFA charterholder. | One | None |
Stephen Pang (Born 1981) | Vice President of TTP since May 2017 | Director and Portfolio Manager of Adviser since January 2018; Investment Analyst of Adviser from January 2015 to January 2018; Director in Credit Suisse’s Equity Capital Markets Group from 2012 to September 2014; CFA charterholder. | One | None |
Adam Peltzer (Born 1975) | Vice President of TPZ since May 2017 | Director and Investment Analyst of the Adviser since March 2015; Investment Analyst and Principal at Fountain Capital Management from 2006 to March 2015; CFA charterholder. | One | None |
Shobana Gopal (Born 1962) | Vice President of TYG, NTG, TPZ, TTP and NDP since June 30, 2015. | Director, Tax of the Adviser since January 2013; Tax Analyst of the Adviser from September 2006 through December 2012. | Five | None |
Diane Bono (Born 1958) | Chief Compliance Officer of TYG since 2006 and of each of NTG, TPZ, TTP and NDP since its inception; Secretary of TYG, NTG, TPZ, TTP and NDP since May 2013. | Managing Director of the Adviser since January 2018; Chief Compliance Officer of the Adviser since June 2006. | Five | None |
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Committees of the Board of Directors of each Company including
Each Company’s Board of Directors currently has four standing committees: (i) the Independent Directors meeting in executive session with its independent legal counsel, unanimously concluded that it was inExecutive Committee; (ii) the best interestAudit and Valuation Committee; (iii) the Nominating and Governance Committee; and (iv) the Compliance Committee. Currently, all of the Companynon-interested directors, Messrs. Ciccotello, Berney and its stockholdersHeath and Ms. Herger, 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. Subject to approveher election, Ms. Paquette will serve on each of these committees, except for the New Investment Advisory Agreement for a term expiring upon the earlier of (i) December 31, 2019 or (ii) two years from the effective date of the New Investment Advisory Agreement, subject to stockholder approval and the closing of the Transaction, and resolved to recommend that the stockholders of the Company approve the New Investment Advisory Agreement with respect to such Company.
● | Executive Committee. The Executive Committee of each Company has authority to exercise the |
● | Audit and Valuation Committee. The Audit and Valuation Committee of each of TYG, TPZ, NTG, TTP and NDP was established in accordance with Section 3(a)(58)(A) of the |
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● | Nominating and Governance Committee. Each Nominating and Governance Committee member is “independent” as defined under the |
● | Compliance Committee. Each Compliance Committee member is “independent” as defined under the |
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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.
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 each Company, including the Independent Directors, considered and evaluated all the information provided to itits role in risk oversight by the AdviserAudit and Lovell Minnick. The directors did not identify any single factorValuation Committee and such other standing or special committees as being all-important or controlling,may be established from time to time. For example, the Audit and each director may have attributed different levels of importantValuation Committee will regularly meet with the Company’s independent public accounting firm to different factors. In deciding to approve the New Investment Advisory Agreement, and in addition to factors described above, the Board of Directors’ decision included an assessment of the following factors.
The Board of Directors consideredbelieves 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 regarding the history, qualification and backgroundmay be inaccurate or incomplete. As a result of the Adviserforegoing and other factors, the individuals who will be primarily responsible for the portfoliorisk management oversight of the Company. Additionally, the Board of Directors considered the quality and extentis subject to substantial limitations.
None of the resources devoted to research and analysisCompanies currently has a standing compensation committee. None of the Company’s actual and potential investments, including the research and decision-making processes utilized by the Adviser, as well as risk oversightCompanies has any employees and the methods adoptedNew York Stock Exchange does not require boards of directors of registered closed-end funds to seek to achieve compliance withhave a standing compensation committee.
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The following table shows the investment objectives, policiesnumber of Board and restrictionscommittee meetings held during the fiscal year ended November 30, 2017 for each of the Companies:
TYG | TPZ | NTG | TTP | NDP | |
Board of Directors | 12 | 12 | 12 | 12 | 12 |
Executive Committee | 0 | 0 | 0 | 0 | 0 |
Audit and Valuation Committee | 4 | 4 | 4 | 4 | 4 |
Nominating and Governance Committee | 2 | 2 | 2 | 2 | 2 |
Compliance Committee | 2 | 2 | 2 | 2 | 2 |
During the 2017 fiscal year, for each of the Companies, all directors who were directors during the 2017 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 and NDP attended the Company’s 2017 annual meeting.
Director and Officer Compensation
None of the Companies compensates any of its directors who are interested persons nor any of its officers. The following table sets forth certain information with respect to the compensation paid by each Company and the Fund Complex for fiscal 2017 to each of the current independent directors for their services as a director. None of the Companies has any retirement or pension plans.
| Aggregate Compensation from Company(1) | Pension or Retirement Benefits Accrued as Part of | Estimated Annual | Total Compensation from Company and Fund | |||||
| Name of Person, Position | TYG | TPZ | NTG | TTP | NDP | Company Expenses | Benefits Upon Retirement | Complex Paid to Director |
Independent Directors | ||||||||
Conrad S. Ciccotello | $56,000 | $18,000 | $44,000 | $23,000 | $23,000 | $0 | $0 | $164,000 |
Rand C. Berney | $54,000 | $18,000 | $43,000 | $22,000 | $22,000 | $0 | $0 | $159,000 |
Charles E. Heath | $54,000 | $18,000 | $43,000 | $22,000 | $22,000 | $0 | $0 | $159,000 |
Alexandra A. Herger | $53,000 | $17,000 | $42,000 | $21,000 | $21,000 | $0 | $0 | $154,000 |
(1) | No amounts have been deferred for any of the persons listed in the table. |
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For the 2018 fiscal year, each independent director receives an annual retainer from each Company as set forth below, and a fee of $1,000 for each meeting regulatory requirements. Further,of the Board of Directors consideredand Audit and Valuation Committee he or she attends in person (or $500 for each Board and Audit and Valuation Committee meeting attended telephonically, or for each Audit and Valuation Committee meeting attended in person that is held on the qualitysame day as a Board meeting). Independent directors also receive $500 for each other committee meeting attended in person or telephonically (other than Audit and depthValuation Committee meetings). The Chairman of the Adviser personnel (including the numberAudit and caliberValuation Committee receives an additional annual retainer as set forth below. Each other committee chairman receives an additional annual retainer of portfolio managers and research analysts involved and the size and experience$1,000. The independent directors are reimbursed for expenses incurred as a result of the investment, accounting, trading, client service and compliance teams dedicated to the Company), the fact that the current
TYG | TPZ | NTG | TTP | NDP | |
Annual Board Retainer | $35,600 | $18,000 | $29,000 | $19,000 | $19,000 |
Audit and Valuation Committee Chairman Retainer | $3,000 | $1,000 | $2,000 | $2,000 | $2,000 |
Other Committee Chairman Retainer | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 |
Required Vote. With respect to the Company. The Adviser will provide the Company with certain services (in addition to any such services provided to the Company by third parties) and officers and other personnel as are necessary for the operations of the Company. In particular, the Adviser will provide the Company with the following administrative services, among others: (1) preparing disclosure documents, such as periodic stockholder reports and the prospectus and the statement of additional information in connection with public offerings; (2) communicating with analysts to support secondary market analysis of the Company; (3) oversight of daily accounting and pricing; (4) preparing periodic filings with regulators and stock exchanges; (5) overseeing and coordinating the activities of other service providers; (6) organizing Board meetings and preparing the materials for such Board meetings; (7) providing compliance support; (8) furnishing analytical and other support to assist the Board of Directors in its consideration of strategic issues; (9) the responsible handling of the leverage target; and (10) performing other administrative services for the operation of the Company, such as press releases, fact sheets, investor calls, leverage financing, tax reporting, tax management, fulfilling regulatory filing requirements and investor relations services.
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BOARD RECOMMENDATION
The Board of Directors of each of TYG, NTG and TTP unanimously recommends that the common and preferred stockholders of each Company vote “for” Mr. Berney as a director. The Board of Directors of each of TYG, NTG and TTP uananimously recommends that the preferred stockholders vote “for” Ms. Paquette as a director. The Board of Directors of each of TPZ and NDP unanimously recommends that the common stockholders of each Company vote “for” Mr. Berney as a director and “for” Ms. Paquette as a director.
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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, 2018. 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 and NDP in July 2012) and does not have any direct financial interest or any material indirect financial interest in any of the Companies. A representative of 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 Proposal One. Abstentionsthis proposal. With respect to TPZ and NDP, each common share is entitled to one vote on this proposal. For the purposes of the vote on this proposal for each Company, abstentions and broker non-votes if any,(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 theno effect of a vote against Proposal One.
BOARD RECOMMENDATION
The Board of Directors of each Company unanimously recommends that the stockholders of each Company vote “FOR” approval“for” the ratification of Proposal One.Ernst & Young LLP as their Company’s Independent Registered Public Accounting Firm.
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AUDIT AND VALUATION COMMITTEE REPORT
The Audit and Valuation Committee of each of TYG, TPZ, NTG, TTP and NDP, 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, 2017 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 | |
Conrad S. Ciccotello (Chairman) | |
Rand C. Berney | |
Charles E. Heath | |
Alexandra A. Herger |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Each Company’s Audit and Valuation Committee selected Ernst & Young LLP (“E&Y”)EY as the independent registered public accounting firm to audit the books and records of the Company for its fiscal year ending November 30, 2017. On May 18, 2017, the stockholders of each Company ratified the selection of E&Y. E&Y2018. EY is registered with the Public Company Accounting Oversight Board.
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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, 2017 and 2016 by EY, respectively:
| TYG | TPZ | NTG | ||||||||||||||||||||||
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||
Audit Fees(1) | $ | 237,000 | $ | 220,000 | $ | 123,000 | $ | 122,000 | $ | 144,000 | $ | 142,000 | ||||||||||||
Audit-Related Fees(2) | — | — | — | — | — | — | ||||||||||||||||||
Tax Fees(3) | $ | 82,000 | $ | 81,000 | $ | 20,000 | $ | 20,000 | $ | 55,000 | $ | 53,000 | ||||||||||||
| All Other Fees | — | — | — | — | — | — | ||||||||||||||||||
| Aggregate Non-Audit Fees | $ | 82,000 | $ | 81,000 | $ | 20,000 | $ | 20,000 | $ | 55,000 | $ | 53,000 | ||||||||||||
| TTP | NDP | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
Audit Fees(1) | $ | 119,000 | $ | 118,000 | $ | 116,000 | $ | 115,000 | ||||||||
Audit-Related Fees(2) | — | — | — | — | ||||||||||||
Tax Fees(3) | $ | 20,000 | $ | 19,000 | $ | 20,000 | $ | 20,000 | ||||||||
| All Other Fees | — | — | — | — | ||||||||||||
| Aggregate Non-Audit Fees | $ | 20,000 | $ | 19,000 | $ | 20,000 | $ | 20,000 | ||||||||
(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 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
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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 $143,300 in 2016 and $458,000 in 2017 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.
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.
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SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
At December 31, 2017, each director and director nominee beneficially owned (as determined pursuant to Rule 16a-1(a)(2) under the Exchange Act) shares of each Company asoverseen 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 close of business on the Record Date, is included in Appendix F to this Proxy Statement.
Director | Dollar Range of Holdings in the Company (1) | ||
Interested Persons | TYG | TPZ | NTG |
H. Kevin Birzer | Over $100,000 | $50,001-$100,000 | Over $100,000 |
Independent Persons | |||
Conrad S. Ciccotello | Over $100,000 | $10,001-$50,000 | $10,001-$50,000 |
Rand C. Berney | $10,001-$50,000 | $10,001-$50,000 | $10,001-$50,000 |
Charles E. Heath | Over $100,000 | $50,001-$100,000 | $50,001-$100,000 |
Alexandra A. Herger | $10,001-$50,000 | $1-$10,000 | None |
Director Nominee | |||
Jennifer Paquette | None | None | None |
Director | Dollar Range of Holdings in the Company (1) | |
Interested Persons | TTP | NDP |
H. Kevin Birzer | Over $100,000 | $50,001-$100,000 |
Independent Persons | ||
Conrad S. Ciccotello | $10,001-$50,000 | $10,001-$50,000 |
Rand C. Berney | $10,001-$50,000 | $10,001-$50,000 |
Charles E. Heath | $10,001-$50,000 | $10,001-$50,000 |
Alexandra A. Herger | None | $10,001-$50,000 |
Director Nominee | ||
Jennifer Paquette | None | None |
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Director | Aggregate Dollar Range of Holdings in Companies Overseen |
Interested Persons | |
H. Kevin Birzer | Over $100,000 |
Independent Persons | |
Conrad S. Ciccotello | Over $100,000 |
Rand C. Berney | Over $100,000 |
Charles E. Heath | Over $100,000 |
Alexandra A. Herger | $10,001-$50,000 |
Director Nominee | |
Jennifer Paquette | None |
(1) | Based on the closing price of each Company’s common shares on the New York Stock Exchange on December 31, 2017. |
(2) | Includes TYG, TPZ, NTG, TTP and NDP. Amounts based on the closing price of each of TYG’s, TPZ’s, NTG’s, TTP’s and NDP’s common shares on the New York Stock Exchange on December 31, 2017. |
At December 31, 2017, 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 each classcommon and preferred stock of each Company are provided in Appendix H(or percentage of outstanding shares). Unless otherwise indicated each individual has sole investment and voting power with respect to this Proxy Statement. To the bestshares listed.
TYG | TPZ | NTG | TTP | NDP | |
Independent Directors | |||||
Conrad Ciccotello | 10,568.11(1) | 893.00(2) | 1,609.66 | 1,499.19 | 1,000.00 |
Rand C. Berney | 1,508.00(3) | 1,094.00(3) | 1,062.00(3) | 1,067.00(3) | 1,677.00(3) |
Charles Heath | 15,000.00(4) | 3,500.00(4) | 3,500.00(4) | 1,000.00 | 1,000.00 |
Alexandra A. Herger | 500.00 | 250.00 | 0 | 0 | 1,000.00 |
Director Nominee | |||||
Jennifer Paquette | 0 | 0 | 0 | 0 | 0 |
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TYG | TPZ | NTG | TTP | NDP | |
Interested Directors and Officers | |||||
H. Kevin Birzer | 71,442.39(5) | 2,950.00(6) | 5,972.00(7) | 7,649.00(8) | 6,850.00(9) |
P. Bradley Adams | 9,816.16(10) | 1,816.62 | 829.13(11) | 468.60(12) | 1,011.53 |
Matthew G.P. Sallee | 6,100.00 | 400.00 | 7,100.00 | 400.00 | 500.00 |
Brian A. Kessens | 500.00(13) | 1,000.00(13) | 1,085.00(13) | 1,150.00(13) | 500.00(13) |
Robert J. Thummel, Jr. | 977.00 | 0 | 1,250.00 | 250.00 | 2,100.00 |
Brett Jergens | 1,010.00 | 0 | 0 | 0 | 0 |
Nicholas S. Holmes | 1,550.00 | 0 | 0 | 0 | 0 |
Stephen Pang | 117.00 | 0 | 0 | 0 | 0 |
Adam Peltzer | 400.00 | 0 | 0 | 0 | 0 |
Shobana Gopal | 2,484.40(14) | 0 | 683.57 | 627.97 | 672.40 |
Diane Bono | 1,140.66(15) | 0 | 0 | 0 | 0 |
Directors and Officers as a Group(16) | 120,626.72(17) | 11,503.62(17) | 20,756.36(17) | 13,461.76(17) | 15,310.93(17) |
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.
% of Outstanding Shares (19) | |||||
TYG | TPZ | NTG | TTP | NDP | |
Independent Directors | |||||
Conrad Ciccotello | * | * | * | * | * |
Rand C. Berney | * | * | * | * | * |
Charles Heath | * | * | * | * | * |
Alexandra A. Herger | * | * | * | * | * |
Director Nominee | |||||
Jennifer Paquette | * | * | * | * | * |
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% of Outstanding Shares (19) | |||||
TYG | TPZ | NTG | TTP | NDP | |
Interested Directors and Officers | |||||
H. Kevin Birzer | * | * | * | * | * |
P. Bradley Adams | * | * | * | * | * |
Matthew G.P. Sallee | * | * | * | * | * |
Brian A. Kessens | * | * | * | * | * |
Robert J. Thummel, Jr. | * | * | * | * | * |
Brett Jergens | * | * | * | * | * |
Nicholas S. Holmes | * | * | * | * | * |
Stephen Pang | * | * | * | * | * |
Adam Peltzer | * | * | * | * | * |
Shobana Gopal | * | * | * | * | * |
Diane Bono | * | * | * | * | * |
Directors and Officers as a Group | * | * | * | * | * |
* | Indicates less than 1%. |
(1) | Mr. Ciccotello holds 620 of these shares jointly with his wife. |
(2) | Mr. Ciccotello holds these shares jointly with his wife. |
(3) | Mr. Berney holds these shares jointly with his wife. |
(4) | All shares held by the Charles E. Heath Trust #1, U/A dtd 2/1/92, of which Mr. Heath and his wife are co-trustees and share voting and investment power with respect to the shares. |
(5) | Includes 1,234 shares held by Mr. Birzer’s minor children in accounts established under the Kansas Uniform Transfer to Minor’s Act for which his wife is the custodian, 3.95 shares held jointly with his wife and 1,234 shares held by his adult children living at home. Excludes shares held by his adult children no longer living at his home. |
(6) | Includes 200 shares held by Mr. Birzer’s minor children in accounts established under the Kansas Uniform Transfer to Minor’s Act for which his wife is the custodian and 200 shares held by his adult children living at home. Excludes shares held by his adult children no longer living at his home. |
(7) | Includes 252 shares held by Mr. Birzer’s minor children in accounts established under the Kansas Uniform Transfer to Minor’s Act for which his wife is the custodian and 252 shares held by his adult children living at home. Excludes shares held by his adult children no longer living at his home. |
(8) | Includes 216 shares held by Mr. Birzer’s minor children in accounts established under the Kansas Uniform Transfer to Minor’s Act for which his wife is the custodian and 232 shares held by his adult children living at home. Excludes shares held by his adult children no longer living at his home. |
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(9) | Includes 200 shares held by Mr. Birzer’s minor children in accounts established under the Kansas Uniform Transfer to Minor’s Act for which his wife is the custodian and 200 shares held by his adult children living at home. Excludes shares held by his adult children no longer living at his home. |
(10) | Includes 4,370.28 shares held by Mr. Adams as sole trustee of a joint trust for Mr. Adams and his wife, and 124.49 shares held by his wife, and excludes shares held by adult child no longer living at home that were previously included. |
(11) | Includes 145.80 shares held by Mr. Adams as sole trustee of a joint trust for Mr. Adams and his wife. |
(12) | Includes 134.25 shares held by Mr. Adams as sole trustee of a joint trust for Mr. Adams and his wife and 125.12 shares held by his wife. |
(13) | Held with his wife. |
(14) | Includes 360 shares held jointly with her husband. |
(15) | Includes 307.92 shares held jointly with her husband. |
(16) | Based on the following shares outstanding as of December 31, 2017: 49,379,408 shares of TYG common stock, 6,951,333 shares of TPZ common stock, 47,246,780 shares of NTG common stock, 10,016,413 shares of TTP common stock, and 14,583,662 shares of NDP common stock. |
(17) | For TYG, total excludes shares held by Messrs. Kessens, Thummel, Jergens, Pang and Peltzer, who are not officers of TYG. For TPZ, total excludes shares held by Mr. Sallee, who is not an officer of TPZ. For NTG, total excludes shares held by Messrs. Kessens and Thummel, who are not officers of NTG. For TTP, total excludes shares held by Messrs. Sallee and Thummel, who are not officers of TTP. For NDP, total excludes shares held by Messrs. Sallee and Kessens, who are not officers of NDP. |
As of December 31, 2017, to the knowledge of each Company,TPZ, no person held (sole or entity beneficially ownedshared) power to vote or dispose of more than 5% of the outstanding common shares of any classTPZ.
The table below indicates the persons known to NDP to own 5% or more of its common stock as of December 31, 2017.
Name and Address | Number of NDP | Percent of Class |
First Trust Portfolios L.P. (*) First Trust Advisors L.P.(*) The Charger Corporation(*) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 951,438 | 6.55% |
(*) | Information based on a Schedule 13G jointly filed on January 24, 2018 by First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation reporting beneficial ownership of 954,438 shares, sole voting power over 0 shares, shared voting power over 0 shares, sole dispositive power over 0 shares, and shared dispositive power over 951,438 shares. The |
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Charger Corporation is the General Partner of both First Trust Portfolios L.P. and First Trust Advisors L.P. First Trust Portfolios L.P. acts as sponsor of certain unit investment trusts which hold shares of NDP. First Trust Advisors L.P. acts as portfolio supervisor of the unit investment trusts sponsored by First Trust Portfolios L.P. that hold shares of NDP. Each of the First Trust Portfolios L.P., First Trust Advisors L.P and The Charter Corporation disclaims beneficial ownership of the identified shares of NDP.
The table below indicates the persons known to TYG to own 5% or more of its common stock as of December 31, 2017.
Name and Address | Number of TYG | Percent of Class |
Morgan Stanley (*) Morgan Stanley Smith Barney LLC(*) 1585 Broadway New York, NY 10036 | 2,597,201 | 5.2% |
(*) | Information based on a Schedule 13G jointly filed on February 12, 2018 by Morgan Stanley and Morgan Stanley Smith Barney LLC. Morgan Stanley reports that it has beneficial ownership of 2,597,201shares, sole voting power over 0 shares, shared voting power over 2,526,329 shares, sole dispositive power over 0 shares, and shared dispositive power over 1,717,540 shares. The securities being reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by Morgan Stanley Smith Barney LLC, a wholly owned subsidiary of Morgan Stanley. Morgan Stanley Smith Barney LLC reports that it has beneficial ownership of 2,589,101 shares, sole voting power over 0 shares, shared voting power over 2,518,229 shares, sole dispositive power over 0 shares, and shared dispositive power over 1,709,440 shares. |
The table below indicates the persons known to NTG to own 5% or more of its shares of common stock as of December 31, 2017.
Name and Address | Number of NTG | Percent of Class |
Morgan Stanley(*) Morgan Stanley Smith Barney LLC(*) 1585 Broadway New York, NY 10036 | 3,429,413 | 7.2% |
(*) | Information based on a Schedule 13G jointly filed on February 12, 2018 by Morgan Stanley and Morgan Stanley Smith Barney LLC. Morgan Stanley reports that it has beneficial ownership of 3,429,413 shares, sole voting power over 0 shares, shared voting power over 3,340,656 shares, sole dispositive power over 0 shares, and shared dispositive power over 2,036,820 shares. The securities being reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by Morgan Stanley Smith Barney LLC, a wholly owned subsidiary of Morgan Stanley. Morgan Stanley Smith Barney LLC reports that it has beneficial ownership of 3,426,213 shares, sole voting power over 0 shares, shared voting power over 3,337,456 shares, sole dispositive power over 0 shares, and shared dispositive power over 2,033,620 shares. |
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The table below indicates the persons known to TTP to own 5% or more of its shares of common stock as of December 31, 2017.
Name and Address | Number of TTP Common Shares | Percent of Class |
Morgan Stanley(*) Morgan Stanley Smith Barney LLC(*) 1585 Broadway New York, NY 10036 | 557,031 | 5.5% |
Guggenheim Capital, LLC(**) Guggenheim Partners, LLC(**) 227 West Monroe Street Chicago, IL 60606
GI Holdco II LLC(**) GI Holdco LLC(**) Guggenheim Partners Investment Management Holdings, LLC(**) 330 Madison Avenue New York, NY 10017
Guggenheim Funds Services, LLC(**) Guggenheim Funds Distributors, LLC (**) 227 West Monroe Street Chicago, IL 60606 | 544,983 | 5.4% |
(*) | Information based on a Schedule 13G amendment jointly filed on February 12, 2018 by Morgan Stanley and Morgan Stanley Smith Barney LLC. Morgan Stanley and Morgan Stanley Smith Barney LLC each reports beneficial ownership of 557,031 shares, sole voting power over 0 shares, shared voting power over 548,020 shares, sole dispositive power over 0 shares, and shared dispositive power over 286,693 shares. The securities being reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by Morgan Stanley Smith Barney LLC, a wholly owned subsidiary of Morgan Stanley. |
(**) | Information based on a Schedule 13G amendment jointly filed on February 14, 2018 by Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC, Guggenheim Funds Services, LLC and Guggenheim Funds Distributors, LLC (“Guggenheim Filers”). Guggenheim Funds Distributors, LLC (“GFD”) acts as sponsor and supervisor of certain unit investment trusts which directly hold the shares reported on and in such capacity, GFD has the power to dispose or direct the disposition of the TTP shares held by these unit investment trusts. These shares are voted by the trustee of such unit investment trusts so as to insure that the shares are voted as closely as possible in the same manner and in the same general proportion as are the shares held by owners other than such unit investment trust. Guggenheim Capital, LLC is the majority owner of Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC, Guggenheim Funds Services, LLC and GFD. GFD is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 and a broker dealer registered under Section 15 of the Securities Exchange Act of 1934. None of the Guggenheim Filers has the sole voting power or sole dispositive power over any of the shares listed in the table above. Each of the Guggenheim Filers reports that it shares |
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voting and dispositive power over the shares listed in the table above. The 544,983 shares reported by Guggenheim Capital, LLC includes 544,983 shares beneficially owned directly by GFD, and indirectly by Guggenheim Funds Services, LLC, Guggenheim Partners Investment Management Holdings, LLC, GI Holdco LLC, GI Holdco II LLC and Guggenheim Partners, LLC.
The table below indicates the persons known to TYG to own 5% or more of its shares of preferred stock as of December 31, 2017.
Name and Address | Number of TYG Preferred Shares | Percent of Class |
Babson Capital Management LLC (*) 470 Atlantic Ave Boston, MA 02210-2208
Massachusetts Mutual Life Insurance Company (*) 1295 State Street Springfield, MA 01111 | 4,600,000 | 27.9% |
Voya Financial, Inc. (**) 230 Park Ave. 14th Floor New York, NY 10169 | 2,700,000 | 16.4% |
The Guardian Life Insurance Company of America (***) 7 Hanover Square New York, NY 10004 | 2,100,000 | 12.7% |
Knights of Columbus (****) One Columbus Plaza New Haven, CT 06510 | 2,100,000 | 12.7% |
Athene Asset Management, L.P. (*****) Athene Annuity and Life Company (*****) Royal Neighbors of America (*****) 7700 Mills Civic Parkway West Des Moines, IA 50266 | 1,800,000 | 10.9% |
Principal Global Investors, LLC (******) Principal Life Insurance Company (******) RGA Reinsurance Company (******) 711 High Street, G-26 Des Moines, IA 50392 | 1,800,000 | 10.9% |
Teachers Insurance and Annuity Association of America (****) 730 Third Avenue New York, NY 10017 | 1,400,000 | 8.5% |
(*) | Information based on Schedule 13G filed on January 7, 2015. Babson Capital Management LLC reports that, in its capacity as investment adviser, it has sole voting and dispositive power with respect to the 4,600,000 shares of Mandatory Redeemable Preferred Stock held in certain advisory accounts owned (directly or indirectly) by |
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affiliated entities and therefore may be deemed to beneficially own such shares. Babson Capital Management LLC is a Fund exceptwholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), the direct beneficial owner of 4,415,000 shares of Mandatory Redeemable Preferred Stock. In addition, C.M. Life Insurance Company, a wholly-owned subsidiary of MassMutual, owns 185,000 shares of Mandatory Redeemable Preferred Stock, which therefore may be deemed to be indirectly owned by MassMutual.
(**) | Information based on a Schedule 13G filed on February 13, 2015. The Schedule 13G was filed by Voya Financial, Inc. as the ultimate parent corporation of the following entities, each of which is a direct or indirect wholly owned subsidiary of Voya Financial, Inc.: Voya Retirement Insurance and Annuity Company, Voya Insurance and Annuity Company, ReliaStar Life Insurance Company, Security Life of Denver Insurance Company, ReliaStar Life Insurance Company of New York and Voya Investment Management, LLC (as investment adviser to the foregoing subsidiaries). Voya Financial, Inc. reports that it has sole voting and dispositive power over the shares listed in the table above. |
(***) | Information based on a Schedule 13G amendment filed on January 13, 2017. The Guardian Life Insurance Company of America reports that it has sole voting and dispositive power over the shares listed in the table above. |
(****) | Information based on a Securities Purchase Agreement dated October 9, 2014. |
(*****) | Information based on a Securities Purchase Agreement dated October 9, 2014 through which Athene Asset Management, L.P. obtained beneficial ownership of shares on behalf of Athene Asset and Life Company and Royal Neighbors of America in its capacity as investment adviser. |
(******) | Information based on a Securities Purchase Agreement dated October 9, 2014 through which Principal Global Investors, LLC obtained beneficial ownership of shares on behalf of Principal Life Insurance Company and RGA Reinsurance Company. |
The table below indicates the persons known to NTG to own 5% or more of its shares of preferred stock as stated in Appendix H.of December 31, 2017.
Name and Address | Number of NTG Preferred Shares | Percent of Class |
Prudential Financial, Inc.(*) 751 Broad Street Newark, New Jersey 07102-3777 | 2,600,000 | 59.1% |
Mutual of Omaha Insurance Company(**) United of Omaha Life Insurance Company (**) Mutual of Omaha Plaza Omaha, Nebraska 68175 | 400,000 | 9.1% |
National Life Insurance Company(***) One National Life Drive Montpelier, Vermont 05604 | 400,000 | 9.1% |
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Name and Address | Number of NTG Preferred Shares | Percent of Class |
MetLife Insurance K.K.(****) 1-3 Kioicho, Chiyoda-ku Tokyo, 102-8525 JAPAN | 392,000 | 8.9% |
Metropolitan Life Insurance Company(****) 200 Park Avenue New York, New York 10166 | 296,000 | 6.7% |
Employers Reassurance Corporation(****) 7101 College Boulevard, Suite 1400 Overland Park, Kansas 66210 | 228,000 | 5.2% |
(*) | Information is based on a Securities Purchase Agreement dated December 13, 2017 and a Schedule 13G amendment filed on January 9, 2018 by Prudential Financial Inc., reporting sole voting and dispositive power as a parent holding company of The Prudential Insurance Company of America which beneficially owns 1,000,000 shares, Prudential Retirement Insurance and Annuity Company which beneficially owns 1,600,000 shares and PGIM, Inc. which beneficially owns 2,600,000 shares. |
(**) | Information is based on Schedule 13Gs filed on January 8, 2016. Mutual of Omaha Insurance Company reports that it has sole voting and dispositive power over the shares listed in the table above. Mutual of Omaha Insurance Company reports that it is the parent company of United of Omaha Life Insurance Company which acquired the security being reported on. |
(***) | Information based on a Securities Purchase Agreement dated December 8, 2015. |
(****) | Information based on a Securities Purchase Agreement dated December 13, 2017. |
The table below indicates the persons known to TTP to own 5% or more of its shares of preferred stock as of December 31, 2017.
Name and Address | Number of TTP Preferred Shares | Percent of Class |
Massachusetts Mutual Life Insurance Co.(*) 1295 State Street Springfield, Massachusetts 01111 | 520,000 | 81.2% |
Phoenix Life Insurance Company (**) One American Row Hartford, CT 06102 | 120,000 | 18.8% |
(*) | Information with respect to this beneficial owner and its beneficial ownership is based on a Form 4 filed on December 12, 2011. The reporting person directly beneficially owns 454,000 of the shares and indirectly beneficially owns 66,000 of the shares through two different wholly-owned subsidiaries. |
(**) | Information based on a Securities Purchase Agreement dated November 15, 2011. |
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INVESTMENT ADVISER
Tortoise Capital Advisors, LLC is each Company’s investment adviser. The Adviser’s address is 11550 Ash Street, Suite 300, Leawood, Kansas 66211. As of February 28, 2018, the Adviser had approximately $15.0 billion of client assets under management.
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 | 51,415,578 | 16,500,000 |
TPZ | 6,951,333 | N/A |
NTG | 47,329,800 | 4,400,000 |
TTP | 10,016,413 | 640,000 |
NDP | 14,607,496 | N/A |
How Proxies Will Be Voted. 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.
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 the33
Revoking a Proxy
. With respect to each Company, at any time before it has been voted, you may revoke your proxy by: (1) sending a letter stating that you are revoking your proxy to the Secretary of the Company at the Company’s offices located at 11550 Ash Street, Suite 300, Leawood, Kansas 66211; (2) properly executing and sending a later-dated proxy; or (3) attending theQuorum
. 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 theWith respect to each Company, if a quorum is not present in person or by proxy at the Meeting,meeting, the Chairmanchairman of the Meetingmeeting or the stockholders entitled to vote at such meeting, present in person or by proxy, have the power to adjourn the Meetingmeeting to a date not more than 120 days after the Record Dateoriginal record date without notice other than announcement at the Meeting.
Availability of Annual Report of TYG, TPZ, NTG, TTP and Adjournment
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 bylaws provide thatdirectors and officers, the ChairmanAdviser, affiliated persons of the Meeting may prescribe such rules,Adviser and persons who own more than 10% of a registered class of the Company’s equity securities to file forms reporting their affiliation with the Company and reports of ownership and changes in ownership of the Company’s shares with the SEC and the New York Stock Exchange. Those persons and entities are required by SEC regulations to furnish the applicable Company with copies of all Section 16(a) forms they file. Based on a review of those forms furnished to the Company, each Company believes that its directors and proceduresofficers, the Adviser and take such action as,affiliated persons of the Adviser have complied with all applicable Section 16(a) filing requirements during the last fiscal year, except that certain non-discretionary purchases of TYG by Mr. Adams’ investment adviser in an account over which Mr. Adams had no discretion were inadvertently excluded from certain original Form 5 filings, and
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Kenneth P. Malvey, a member of the discretionAdviser’s investment committee during the last fiscal year, was late in reporting certain automatic reinvestments of distributions for TYG and NDP by a broker not made at the dividend reinvestment plan price which exceeded the small acquisition amount in Rule 16a-6 and the sale of a fractional share of TYG by the transfer agent in connection with the transfer of shares to a brokerage account. The transactions for Mr. Adams were reported on Form 5 amendments, and the transactions of Mr. Malvey were reported on Form 4. 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 Chairman, are appropriate for the proper conductCompany’s equity securities, except as set forth above with respect to preferred shares of the Meeting. This may include, without limitation, recessing or adjourning the Meeting to a later dateTYG, NTG and timeTTP.
ADMINISTRATOR
TYG, TPZ, NTG, TTP and place announced at the Meeting, including for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Meeting to approve any proposal, without notice other than announcement at the Meeting.
STOCKHOLDER COMMUNICATIONS
Stockholders are able to send communications to the Board of Directors of each Company. Communications should be addressed to the Secretary of the applicable Company at its principal offices at 11550 Ash Street, Suite 300, Leawood, Kansas 66211. The Secretary will forward any communications received directly to the Board of Directors or particular director, as applicable.
CODE OF ETHICS
Each of the Companies has adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes personal trading procedures for employees designated as access persons and which is available through the Company’s link on its investment adviser’s website (www.tortoiseadvisors.com).
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 20182019 ANNUAL MEETING
Method for Including Proposals in a Company’s Proxy Statement
. Under the rules of the SEC, if you want to have a proposal included in a Company’s proxy statement for its next annual meeting of stockholders, that proposal must be received by the Secretary of the Company at 11550 Ash Street, Suite 300, Leawood, Kansas 66211, not later than 5:00 p.m., Central Time on December35
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 inThese 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 | |
| ||
TYG Common Shares | TPZ Common Shares | NTG Common Shares | TTP Common Shares | NDP Common Shares | |
| Independent Directors | |||||
| Conrad Ciccotello | 9,985.61(1) | 893.00(2) | 1,436.35 | 1,559.72 | 1,000.00 |
| Rand C. Berney | 1,508.00(3) | 1,094.00(3) | 1,062.00(3) | 1,067.00(3) | 1,677.00(3) |
| Charles Heath | 15,000.00(4) | 3,500.00(4) | 3,500.00(4) | 1,000.00 | 1,000.00 |
| Alexandra A. Herger | 0 | 250.00 | 0 | 0 | 1,000.00 |
| Interested Directors and Officers | |||||
| H. Kevin Birzer | 70,108.09(5) | 2,650.00(6) | 5,620.00(7) | 7,317.00(8) | 6,550.00(9) |
| Terry C. Matlack | 54,987.72(10) | 8,967.09(11) | 16,476.08(11) | 9,614.44(11) | 7,292.57(11) |
| P. Bradley Adams | 8,993.78(12) | 2,838.41(13) | 796.07(14) | 453.86(15) | 942.65 |
| Matthew G.P. Sallee | 1,100.00 | N/A | 1,100.00 | N/A | N/A |
| Brian A. Kessens | N/A | 720.00(16) | N/A | 1,150.00(16) | N/A |
| Robert J. Thummel, Jr. | N/A | N/A | N/A | N/A | 2,100.00 |
| Adam Peltzer | N/A | 0 | N/A | N/A | N/A |
| Stephen Pang | N/A | N/A | N/A | 0 | N/A |
| Brett Jergens | N/A | N/A | N/A | N/A | 0 |
| Nicholas S. Holmes | 750 | N/A | 0 | N/A | N/A |
| Shobana Gopal | 2,386.58(17) | 0 | 650.37 | 600.28 | 628.52 |
| Diane Bono | 1,186.53(18) | 0 | 0 | 0 | 0 |
| Directors and Officers as a Group | 166,006.31 | 20,912.50 | 30,640.87 | 22,762.30 | 22,190.74 |
Diane M. Bono | |||||
Secretary | |||||
April 4, 2018
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| Name and Address | Number of TYG Common Shares | Percent of Class |
Bank of America Corporation(*) 100 N. Tryon Street Charlotte, NC 28255 | 2,508,796 | 5.1% |
| Name and Address | Number of NTG Common Shares | Percent of Class |
Morgan Stanley(*) Morgan Stanley Smith Barney LLC(*) 1585 Broadway New York, NY 10036 | 3,444,861 | 7.3% |
| Name and Address | Number of TTP Common Shares | Percent of Class |
Morgan Stanley(*) Morgan Stanley Smith Barney LLC(*) 1585 Broadway New York, NY 10036 | 651,439 | 6.5% |
Guggenheim Capital, LLC(**) Guggenheim Partners, LLC(**) Guggenheim Funds Services, LLC(**) Guggenheim Funds Distributors, LLC(**) 227 West Monroe Street Chicago, IL 60606 | 545,007 | 5.4% |
| Name and Address | Number of TYG Preferred Shares | Percent of Class |
Barings LLC (*) 470 Atlantic Ave Boston, MA 02210-2208 | 4,600,000 | 27.9% |
Massachusetts Mutual Life Insurance Company (*) 1295 State Street Springfield, MA 01111 | ||
Voya Financial, Inc. (**) 230 Park Ave. 14th Floor New York, NY 10169 | 2,700,000 | 16.4% |
The Guardian Life Insurance Company of America (***) 7 Hanover Square New York, NY 10004 | 2,100,000 | 12.7% |
| Name and Address | Number of TYG Preferred Shares | Percent of Class |
Knights of Columbus (****) One Columbus Plaza New Haven, CT 06510 | 2,100,000 | 12.7% |
Athene Asset Management, L.P. (*****) Athene Annuity and Life Company (*****) Royal Neighbors of America (*****) 7700 Mills Civic Parkway West Des Moines, IA 50266 | 1,800,000 | 10.9% |
Principal Global Investors, LLC (******) Principal Life Insurance Company (******) RGA Reinsurance Company (******) 711 High Street, G-26 Des Moines, IA 50392 | 1,800,000 | 10.9% |
Teachers Insurance and Annuity Association of America (****) 730 Third Avenue New York, NY 10017 | 1,400,000 | 8.5% |
| Name and Address | Number of NTG Preferred Shares | Percent of Class |
Massachusetts Mutual Life Insurance Co.(*) 1295 State Street Springfield, Massachusetts 01111 | 2,500,000 | 56.8% |
Prudential Financial, Inc.(**) 751 Broad Street Newark, New Jersey 07102-3777 | 1,000,000 | 22.7% |
Mutual of Omaha Insurance Company(***) United of Omaha Life Insurance Company Mutual of Omaha Plaza Omaha, Nebraska 68175 | 400,000 | 9.1% |
National Life Insurance Company(****) One National Life Drive Montpelier, Vermont 05604 | 400,000 | 9.1% |
| Name and Address | Number of TTP Preferred Shares | Percent of Class |
Massachusetts Mutual Life Insurance Co.(*) 1295 State Street Springfield, Massachusetts 01111 | 520,000 | 81.2% |
Phoenix Life Insurance Company (**) One American Row Hartford, CT 06102 | 120,000 | 18.8% |
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