DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement.
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to ss.240.14a-12
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN ENERGY CORPORATION
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[TORTOISE LOGO]
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN ENERGY CORPORATION
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas 66210
1-800-919-0315
January __, 2007
Dear Fellow Stockholder:
You are cordially invited to attend the combined annual meeting of stockholders
of each of Tortoise Energy Infrastructure Corporation, Tortoise Energy Capital
Corporation and Tortoise North American Energy Corporation (each a "Company" and
collectively, the "Companies") on Friday, April 13, 2007 at 9:00 a.m., Central
Time, at[_____________________________________].
The matters scheduled for consideration at the meeting for each Company are the
election of two directors of the Company, the grant of authority to the Company
to sell its common shares for less than net asset value, subject to certain
conditions, and the ratification of the selection of Ernst & Young LLP as the
independent registered public accounting firm of the Company for its fiscal year
ending November 30, 2007, as more fully discussed in the enclosed proxy
statement.
Enclosed with this letter are answers to questions you may have about the
proposals, the formal notice of the meeting, the Companies' combined proxy
statement, which gives detailed information about the proposals and why each
Company's Board of Directors recommends that you vote to approve each of the
Company's proposals, the actual proxy for you to sign and return, and the
applicable Company's Annual Report to stockholders for the fiscal year ended
November 30, 2006. If you have any questions about the enclosed proxy or need
any assistance in voting your shares, please call 1-800-919-0315.
Your vote is important. Please complete, sign, and date the enclosed proxy card
and return it in the enclosed envelope. This will ensure that your vote is
counted, even if you cannot attend the meeting in person.
Sincerely,
/s/ David J. Schulte
David J. Schulte
CEO and President
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN ENERGY CORPORATION
ANSWERS TO SOME IMPORTANT QUESTIONS
Q. WHAT AM I BEING ASKED TO VOTE "FOR" ON THIS PROXY?
A. This proxy contains three proposals for each Company: (i) the election
of two directors to serve until the 2010 Annual Stockholder Meeting; (ii) the
grant of authority to the Company to sell its common shares for less than net
asset value, subject to certain conditions; and (iii) the ratification of Ernst
& Young LLP as the Company's independent registered public accounting firm.
Stockholders of the Company may also transact such other business as may
properly come before the meeting.
Q. AM I ENTITLED TO VOTE ON THE ELECTION OF BOTH DIRECTORS?
A. Holders of preferred shares and holders of common shares are entitled to
vote as a single class on the election of H. Kevin Birzer. Only holders of
preferred shares voting as a class are entitled to vote on the election of John
R. Graham.
Q. HOW DOES THE BOARD OF DIRECTORS SUGGEST THAT I VOTE?
A. The Board of Directors of each Company unanimously recommends that you
vote "FOR" all proposals on the enclosed proxy card.
Q. HOW CAN I VOTE?
A. You can vote by completing, signing and dating your proxy, and mailing
it in the enclosed envelope. You also may vote in person if you are able to
attend the meeting. However, even if you plan to attend the meeting, we urge you
to cast your vote by mail. That will ensure that your vote is counted should
your plans change.
This information summarizes information that is included in more
detail in the Proxy Statement. We urge you to
read the entire Proxy Statement carefully.
If you have questions, call 1-866-362-9331.
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN ENERGY CORPORATION
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas 66210
1-800-919-0315
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of: Tortoise Energy Infrastructure Corporation
Tortoise Energy Capital Corporation
Tortoise North American Energy Corporation:
NOTICE IS HEREBY GIVEN that the combined Annual Meeting of Stockholders of
Tortoise Energy Infrastructure Corporation, Tortoise Energy Capital Corporation
and Tortoise North American Energy Corporation, each a Maryland corporation
(each a "Company" and, collectively, the "Companies"), will be held on Friday,
April 13, 2006 at 9:00 a.m. Central Time at [_________________________________]
for the following purposes:
1. For all Companies: To elect two directors of the Company, to hold
office for a term of three years and until their respective successors
are duly elected and qualified;
2. For all Companies: To grant the Company the authority to sell its
common shares for less than net asset value, subject to certain
conditions; and
3. For all Companies: To ratify the selection of Ernst & Young LLP as the
independent registered public accounting firm of the Company for its
fiscal year ending November 30, 2007.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
Stockholders may also transact any other business that properly comes before the
meeting.
Stockholders of record as of the close of business on January 16, 2007 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,
/s/ Zachary A. Hamel
Zachary A. Hamel
Secretary
January ___, 2007
Overland Park, Kansas
All stockholders are cordially invited to attend the meeting in person. Whether
or not you expect to attend the meeting, please complete, date, sign and return
the enclosed proxy as promptly as possible in order to ensure your
representation at the meeting. A return envelope (which postage is prepaid if
mailed in the United States) is enclosed for that purpose. Even if you have
given your proxy, you may still vote in person if you attend the meeting. Please
note, however, that if your shares are held of record by a broker, bank or other
nominee and you wish to vote at the meeting, you must obtain from the record
holder a proxy issued in your name.
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE ENERGY CAPITAL CORPORATION
TORTOISE NORTH AMERICAN ENERGY CORPORATION
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas 66210
1-800-919-0315
COMBINED PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 13, 2007
This combined proxy statement is being sent to you by the Boards of
Directors of each of Tortoise Energy Infrastructure Corporation, Tortoise Energy
Capital Corporation and Tortoise North American Energy Corporation (each a
"Company" and collectively, the "Companies"). The Board of Directors of each
Company is asking you to complete and return the enclosed proxy, permitting your
shares of the Company to be voted at the annual meeting of stockholders called
to be held on April 13, 2007. The Board of Directors of each Company has fixed
the close of business on January 16, 2007 as the record date (the "record date")
for the determination of stockholders entitled to notice of and to vote at the
meeting and at any adjournment thereof as set forth in this combined proxy
statement. This combined proxy statement and the enclosed proxy and the
applicable Company's Annual Report for the fiscal year ended November 30, 2006
are first being mailed to stockholders on or about January ___, 2007.
Each Company's reports can be accessed through its link on its investment
advisor's website (www.tortoiseadvisors.com) or on the Securities and Exchange
Commission's ("SEC") website (www.sec.gov).
This combined proxy statement sets forth the information that each
Company's stockholders should know in order to evaluate each of the following
proposals. The following table presents a summary of the proposals for each
Company and the class of stockholders of the Company being solicited with
respect to each proposal.
Proposal (For Each Company) Class of Stockholders of Each Company Entitled to Vote
--------------------------- ------------------------------------------------------
1. To elect the following individuals
as directors for a term of three years:
H. Kevin Birzer Common Stockholders and Preferred Stockholders, voting as a
single class
John R. Graham Preferred Stockholders, voting as a class
2. To grant the Company the authority to sell its Common Stockholders and Preferred Stockholders, voting as a
common shares for less than net asset value, single class
subject to certain conditions
3. To ratify the selection of Ernst & Young Common Stockholders and Preferred Stockholders, voting as a
LLP as the independent registered public single class
accounting firm of the Company for the fiscal
year ending November 30, 2007
PROPOSAL ONE
ELECTION OF TWO DIRECTORS
[The Board of Directors of each Company unanimously nominated H. Kevin
Birzer and John R. Graham, following a recommendation by the Nominating and
Governance Committee of each Company, for election as directors at the combined
annual meeting of stockholders of the Companies.] Each of these nominees is
currently a director of each of the Companies, has consented to be named in this
proxy statement and has agreed to serve if elected. None of the Companies has
any reason to believe that either Mr. Birzer or Mr. Graham will be unavailable
to serve.
The persons named on the accompanying proxy card intend to vote at the
meeting (unless otherwise directed) "FOR" the election of Messrs. Birzer and
Graham 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. With respect to each
Company's Board of Directors, the term of Conrad S. Ciccotello expires on the
date of the 2008 annual meeting of stockholders of that Company, and the terms
of Terry C. Matlack and Charles E. Heath expire at the 2009 annual meeting of
stockholders of that Company. If Mr. Birzer and Mr. Graham are elected at the
2007 annual meeting, their terms as directors of each Company will expire on the
date of the 2010 annual meeting of stockholders of that Company. Pursuant to the
terms of each Company's preferred shares, the preferred stockholders of that
Company have the exclusive right to elect two directors to the Company's Board.
The Board of each Company has designated Mr. Matlack and Mr. Graham as the
directors the preferred stockholders of that Company shall have the right to
elect.
On this proposal, each Company's holders of preferred shares will have the
exclusive right, voting as a class, to vote on the election of Mr. Graham as
director of that Company, and each Company's holders of preferred shares and
common shares will vote together as a single class on the election of Mr. Birzer
as director of that Company. Stockholders do not have cumulative voting rights.
With respect to each Company, if elected, Mr. Birzer and Mr. Graham will
hold office until the 2010 annual meeting of stockholders of the Company and
until their successors are duly elected and
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qualified. If either Mr. Birzer or Mr. Graham is unable to serve because of an
event not now anticipated, the persons named as proxies may vote for one or more
other persons designated by the Company's Board of Directors.
The following table sets forth each Board member's name, age and address;
position(s) with the Companies and length of time served; principal occupation
during the past five years; the number of portfolios in the Fund Complex that
each Board member oversees; and other public company directorships held by each
Board member. The Investment Company Act of 1940, as amended (the "1940 Act"),
requires the term "Fund Complex" to be defined to only include registered
investment companies advised by the Company's investment advisor, Tortoise
Capital Advisors, L.L.C. (the "Advisor"), and, as a result, as of January ___,
2007 the Fund Complex included Tortoise Energy Infrastructure Corporation
("TYG"), Tortoise Energy Capital Corporation ("TYY"), Tortoise North American
Energy Corporation ("TYN"). It is important to note that the Advisor also is the
investment advisor to Tortoise Capital Resources Corporation ("TTO"), a fund
which intends to elect to become a business development company in the first
half of 2007.
NOMINEE FOR DIRECTOR WHO IS INDEPENDENT:
Number of
Position(s) Held Portfolios in Other Public
With Each Fund Company
Company and Complex Directorships
Length of Principal Occupation Overseen by Held by
Name, Age and Address Time Served During Past Five Years Director Director
--------------------- ----------------- ---------------------- --------------- ---------------
John R. Graham*, 61 Director of TYG Executive-in-Residence and Three Erie Indemnity
10801 Mastin Blvd. since 2003; Professor of Finance, College Company; Erie
Suite 222 Director of each of of Business Administration, Family Life
Overland Park, KS 66210 TYY and TYN Kansas State University (has Insurance
since 2005 served as a professor or Company;
adjunct professor since 1970); Kansas State
Chairman of the Board, Bank
President and CEO, Graham
Capital Management, Inc.
(primarily a real estate
development and investment
company and a venture capital
company) and Owner of
Graham Ventures (a business
services and venture capital
firm). Formerly, CEO, Kansas
Farm Bureau Financial
Services, including seven
affiliated insurance or
financial service companies
(1979-2000).
*Mr. Graham is also a director of TTO.
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NOMINEE FOR DIRECTOR WHO IS AN INTERESTED PERSON:
Number of
Position(s) Held Portfolios in Other Public
With Each Fund Company
Company and Complex Directorships
Length of Principal Occupation Overseen by Held by
Name, Age and Address Time Served During Past Five Years Director Director
--------------------- ----------------- ---------------------- --------------- --------------
H. Kevin Birzer*, 47 Director and Managing Director of the Three None
10801 Mastin Blvd. Chairman of the Advisor since 2002; Partner,
Suite 222 Board of TYG since Fountain Capital Management,
Overland Park, KS 66210 2003; Director and L.L.C. ("Fountain Capital"), a
Chairman of the registered investment advisor
Board of each of (1990 - present). Formerly,
TYY and TYN Vice President, Corporate
since 2005 Finance Department, Drexel
Burnham Lambert (1986-
1989); and Vice President, F.
Martin Koenig & Co. (1983-
1986).
*Mr. Birzer, as a principal of the Advisor, is an "interested person" of each
Company, as that term is defined in Section 2(a)(19) of the 1940 Act. Mr. Birzer
is also a director and Chairman of the Board of TTO.
REMAINING DIRECTORS WHO ARE INDEPENDENT:
Number of
Position(s) Held Portfolios in Other Public
With Each Fund Company
Company and Complex Directorships
Length of Principal Occupation Overseen by Held by
Name, Age and Address Time Served During Past Five Years Director Director
--------------------- ----------------- ---------------------- --------------- --------------
Charles E. Heath*, 64 Director of TYG Retired in 1999. Formerly, Three None
10801 Mastin Blvd. since 2003; Chief Investment Officer, GE
Suite 222 Director of each of Capital's Employers
Overland Park, KS 66210 TYY and TYN Reinsurance Corporation
since 2005 (1989-1999). CFA since
1974.
Conrad S. Ciccotello*, 46 Director of TYG Tenured Associate Professor Three None
10801 Mastin Blvd. since 2003; of Risk Management and
Suite 222 Director of each of Insurance, Robinson College
Overland Park, KS 66210 TYY and TYN of Business, Georgia State
since 2005 University (faculty member
since 1999); Director of
Graduate Personal Financial
Planning Programs, and
Editor, Financial Services
Review since 2001 (an
academic journal dedicated to
the study of individual
financial management).
Formerly, faculty member,
Pennsylvania State University
(1997-1999).
*Messrs. Ciccotello and Heath are also directors of TTO.
4
REMAINING DIRECTOR WHO IS AN INTERESTED PERSON:
Number of
Position(s) Held Portfolios in Other Public
With Each Fund Company
Company and Complex Directorships
Length of Principal Occupation Overseen by Held by
Name, Age and Address Time Served During Past Five Years Director Director
--------------------- ----------------- ---------------------- --------------- --------------
Terry C. Matlack*, 50 Director and Chief Managing Director of the Three None
10801 Mastin Blvd. Financial Officer Advisor since 2002;
Suite 222 of each Company Managing Director, Kansas
Overland Park, KS 66210 since its inception City Equity Partners LC
(TYG inception in ("KCEP"), a private equity
2003; TYY and firm (2001-present).
TYN inception in Formerly, President,
2005); Assistant GreenStreet Capital (1995 -
Treasurer of each 2001).
Company since
November 2005;
Treasurer of each
Company from its
inception to
November 2005;
Chief Compliance
Officer of each
Company from its
inception through
May 2006
*Mr. Matlack, as a principal of the Advisor, is an "interested person" of each
Company, as that term is defined in Section 2(a)(19) of the 1940 Act. Mr.
Matlack is also a director and officer of TTO.
Officers. Mr. Birzer is the Chairman of the Board of each Company, and Mr.
Matlack is the Chief Financial Officer and Assistant Treasurer of each Company.
The preceding tables give more information about Mr. Birzer and Mr. Matlack. The
following table sets forth each other officer's name, age and address;
position(s) held with each Company and length of time served; principal
occupation during the past five years; the number of portfolios in the Fund
Complex overseen by each officer; and other directorships held by each officer.
Each officer serves until his successor is chosen and qualified or until his
resignation or removal. As principals of the Advisor, each of the following
officers are "interested persons" of each Company, as that term is defined in
Section 2(a)(19) of the 1940 Act. Additionally, each of the following officers
serves as an officer of TTO.
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Number of
Position(s) Held Portfolios in Other Public
With Each Fund Company
Company and Complex Directorships
Length of Principal Occupation Overseen by Held by
Name, Age and Address Time Served During Past Five Years Officer Officer
--------------------- ----------------- ---------------------- --------------- --------------
David J. Schulte, 45 President and Managing Director of the Three None
10801 Mastin Blvd., Chief Executive Advisor since 2002; Managing
Suite 222 Officer of each Director, KCEP (1993-
Overland Park, KS 66210 Company since its present).
inception
Zachary A. Hamel, 41 Secretary of each Managing Director of the Three None
10801 Mastin Blvd., Company since its Advisor since 2002; Partner,
Suite 222 inception; Senior Fountain Capital (1997-
Overland Park, KS 66210 Vice President of present).
TYY since 2005
Kenneth P. Malvey, 41 Treasurer of each Managing Director of the Three None
10801 Mastin Blvd., Company since Advisor since 2002; Partner,
Suite 222 November 2005; Fountain Capital (2002-
Overland Park, KS 66210 Senior Vice present). Formerly,
President of TYY Investment Risk Manager and
since 2005; member of the Global Office
Assistant of Investments, GE Capital's
Treasurer of each Employers Reinsurance
Company from its Corporation (1996 - 2002).
inception to
November 2005
Each of these officers also serves as an officer of TTO.
Committees of the Board of Directors. Each Company's Board of Directors
currently has four standing committees: the Executive Committee, the Audit
Committee, the Nominating and Governance Committee and the Compliance Committee.
Currently, all of the non-interested directors, Messrs. Ciccotello, Graham and
Heath, are the only members of each Company's Audit Committee, Nominating and
Governance Committee and Compliance Committee. Each Company's Executive
Committee currently consists of Mr. Birzer and Mr. Matlack.
• Executive Committee. Each Company's Executive Committee has authority
to exercise the powers of the Board (i) where assembling the full
Board in a timely manner is impracticable, (ii) to address emergency
matters, or (iii) to address matters of an administrative or
ministerial nature. Messrs. Birzer and Matlack are "interested
persons" of each Company as defined by Section 2(a)(19) of the 1940
Act.
• Audit Committee. Each Company's Audit Committee was established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and operates under a written
charter adopted and approved by the Board, a current copy of which is
available at the Company's link on the Advisor's website
(www.tortoiseadvisors.com). The Audit Committee approves and
recommends to the Board the election, retention or termination of
independent auditors; approves services to be rendered by the
auditors; monitors the auditors' performance; reviews the results of
the Company's audit; determines whether to recommend to the Board that
the Company's audited financial statements be included in the
Company's Annual Report; and responds
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to other matters as outlined in the Audit Committee Charter. Each
Audit Committee member is "independent" as defined under the
applicable New York Stock Exchange listing standards, and none are
"interested persons" of the Company as defined in the 1940 Act.
• Nominating and Governance Committee. Each Nominating and Governance
Committee member is "independent" as defined under the New York Stock
Exchange listing standards, and none are "interested persons" of the
Company as defined in the 1940 Act Each Company's Nominating and
Governance Committee operates under a written charter adopted and
approved by the Board, a current copy of which is available at the
Company's link on the Advisor's website (www.tortoiseadvisors.com).
The Nominating and Governance Committee: (i) identifies individuals
qualified to become Board members and recommends to the Board the
director nominees for the next annual meeting of stockholders and to
fill any vacancies; (ii) monitors the structure and membership of
Board committees and recommends to the Board director nominees for
each committee; (iii) reviews issues and developments related to
corporate governance issues and develops and recommends to the Board
corporate governance guidelines and procedures, to the extent
necessary or desirable; (iv) has the sole authority to retain and
terminate any search firm used to identify director candidates and to
approve the search firm's fees and other retention terms, though it
has yet to exercise such authority; and (v) may not delegate its
authority. The Nominating and Governance Committee will consider
stockholder recommendations for nominees for membership to the Board
so long as such recommendations are made in accordance with the
Company's Bylaws. Nominees recommended by stockholders in compliance
with the Bylaws of the Company will be evaluated on the same basis as
other nominees considered by the Nominating and Governance Committee.
Stockholders should see "Stockholder Proposals and Nominations for the
2008 Annual Meeting" below for information relating to the submission
by stockholders of nominees and matters for consideration at a meeting
of the Company's stockholders. Each Company's Bylaws require all
directors and nominees for directors (1) to be at least 21 years of
age and have substantial expertise, experience or relationships
relevant to the business of the Company and (2) to have a master's
degree in economics, finance, business administration or accounting,
to have a graduate professional degree in law from an accredited
university or college in the United States or the equivalent degree
from an equivalent institution of higher learning in another country,
to have a certification as a public accountant in the United States,
to be deemed an "audit committee financial expert" as such term is
defined in item 401 of Regulation S-K as promulgated by the SEC, or to
be a current director of the Company. The Nominating and Governance
Committee has the sole discretion to determine if an individual
satisfies the foregoing qualifications.
• Compliance Committee. Each Company formed this committee in December
2005. Each committee member is "independent" as defined under the New
York Stock Exchange listing standards, and none are "interested
persons" of the Company as defined in the 1940 Act. Each Company's
Compliance Committee operates under a written charter adopted and
approved by the Board. The committee reviews and assesses management's
compliance with applicable securities laws, rules and regulations;
monitors compliance with the Company's Code of Ethics; and handles
other matters as the Board or committee chair deems appropriate.
None of the Companies currently has a standing compensation committee. None
of the Companies have any employees and the New York Stock Exchange does not
require boards of directors of registered closed-end funds to have a standing
compensation committee.
7
The following table shows the number of Board and committee meetings held
during the fiscal year ended November 30, 2006 for each Company:
TYG TYY TYN
Board of Directors 11 10 11
Executive Committee 1 1 2
Audit Committee 2 2 2
Nominating and Governance Committee 1 1 1
Compliance Committee 1 1 1
During the 2006 fiscal year, for each Company, all directors attended at
least 75% of the aggregate of (1) the total number of meetings of the Board and
(2) the total number of meetings held by all committees of the Board on which
they served. None of the Companies has a policy with respect to Board member
attendance at annual meetings. All of the directors of each Company attended the
Company's 2006 annual meeting.
Director and Officer Compensation. None of the Companies compensates any of
its directors who are interested persons nor any of its officers. The following
table sets forth certain information with respect to the compensation paid by
each Company and the Fund Complex during fiscal 2006 to each of the current
directors for their services as a director. None of the Companies has any
retirement or pension plans.
Pension or
Retirement Total
Benefits Estimated Compensation
Accrued as Annual from Company
Aggregate Part of Benefits and Fund
Name of Person, Compensation from Company Upon Complex Paid
Position Company (1) Expenses Retirement to Directors (2)
-------- ----------- -------- ---------- ----------------
TYG TYY TYN
Independent Persons
Conrad S. Ciccotello $40,480 $28,880 $31,110 $0 $0 $100,470
John R. Graham $36,480 $26,880 $28,110 $0 $0 $91,470
Charles E. Heath $35,480 $25,880 $27,110 $0 $0 $88,470
-----------------------
(1) No amounts have been deferred for any of the persons listed in the table.
(2) Fund Complex includes the three Companies - TYG, TYY and TYN.
Required Vote. With respect to each Company, Mr. Birzer will be elected by
the vote of a plurality of all common and preferred shares of the Company
present at the meeting, in person or by proxy, and Mr. Graham will be elected by
the vote of a plurality of all preferred shares of the Company present at the
meeting, in person or by proxy. When there are two vacancies for director, as is
the case for each Company, a vote by plurality means the two nominees for each
Company with the highest number of affirmative votes, regardless of the votes
withheld for those candidates, will be elected. Therefore, with respect to each
Company, withheld votes and broker non-votes, if any, will not be counted
towards a nominee's achievement of a plurality. With respect to each Company,
each common share and each preferred share is entitled to one vote in the
election of Mr. Birzer, and each preferred share is entitled to one vote in the
election of Mr. Graham.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS OF EACH COMPANY UNANIMOUSLY RECOMMENDS THAT THE
COMMON AND PREFERRED STOCKHOLDERS OF THAT COMPANY VOTE "FOR"
8
MR. BIRZER AS DIRECTOR AND THAT THE PREFERRED STOCKHOLDERS OF THE COMPANY VOTE
"FOR" MR. GRAHAM AS A DIRECTOR.
PROPOSAL TWO
APPROVAL TO SELL COMMON SHARES
BELOW NET ASSET VALUE
Under the 1940 Act, each Company may sell common shares in subsequent
offerings and invest the proceeds from such subsequent public offerings in
accordance with its investment objectives, so long as the net sale price to the
Company (after deduction of underwriting fees, commissions and offering
expenses) is at least equal to the net asset value per share (the "NAV") of its
common shares. Additionally, the 1940 Act permits each Company to sell its
common shares below NAV with the consent of a majority of its common
stockholders or under certain other circumstances. Each Company is seeking
approval of this proposal so that it may, in one or more public or private
offerings of its common stock, sell shares of its common stock at a price below
its then current NAV per share, subject to certain conditions discussed below.
If approved for a Company, the authorization would be effective for a period
expiring on the date of the Company's 2008 Annual Meeting of Stockholders, which
is expected to be held in April 2008.
The Board of Directors of each Company believes that the Company having the
ability to issue its common shares below NAV in certain instances will benefit
all of the Company's stockholders. Each Company expects that it will be
periodically presented with attractive opportunities to acquire securities of
United States master limited partnerships ("MLPs") (or, with respect to TYN,
Canadian royalty trusts or income trusts) that require the Company to make its
investment commitment quickly. Because each Company generally attempts to remain
fully invested and does not intend to maintain cash for the purpose of making
these investments, the Company may be unable to capitalize on investment
opportunities presented to it unless it quickly raises capital. The market value
of each Company's common shares, however, may periodically fall below its NAV,
which is not uncommon for closed-end funds such as the Companies. If this
happens, absent the approval of this proposal, the Company will not be able to
effectively access capital markets to enable it to take advantage of attractive
investment opportunities. The Board of Directors of each Company has approved
submitting this proposal to the Company's stockholders for their approval.
The following table sets forth a comparison as of the last day of each
Company's fiscal quarter each Company's NAV per share and the comparable closing
price of the Company's common stock, as reported on the New York Stock Exchange.
TYG (1) TYY (1) TYN (1)
Closing Closing Closing
NAV Price NAV Price NAV Price
November 30, 2006 $31.82 $36.13 $26.79 $26.50 $23.70 $22.38
August 31, 2006 $29.59 $30.62 $25.16 $23.60 $26.29 $23.31
May 31, 2006 $28.91 $28.75 $24.38 $22.40 $25.44 $21.90
February 28, 2006 $27.55 $29.42 $23.36 $22.90 $25.03 $22.73
November 30, 2005 $27.12 $28.72 $23.23 $22.09 $23.95 $25.00
August 31, 2005 $29.16 $32.10 $23.98 $25.12 N/A N/A
May 31, 2005 $27.75 $28.33 $23.79 $24.69 N/A N/A
February 28, 2005 $28.37 $29.44 N/A N/A N/A N/A
November 30, 2004 $26.53 $27.06 N/A N/A N/A N/A
August 31, 2004 $24.38 $25.06 N/A N/A N/A N/A
May 28, 2004 $22.67 $24.20 N/A N/A N/A N/A
(1) TYG began trading on the NYSE on February 25, 2004; TYY began trading on the
NYSE on May 26, 2005; and TYN began trading on the NYSE on October 27, 2005.
9
Approval of this proposal for a Company would give the Company the
opportunity to raise cash and purchase attractively priced securities even if
the net sale price to the Company of its common shares is below NAV. None of the
Companies anticipates selling common shares below NAV unless the Company has
identified attractive near term investment opportunities that the directors,
including a majority of disinterested directors, as defined in the 1940 Act,
reasonably believe will increase stockholder distributions. Further, to the
extent a Company issues common shares below NAV in a publicly registered
transaction, the market capitalization and number of publicly tradable shares of
the Company will increase, thus affording all common stockholders greater
liquidity. To the extent a Company issues shares below NAV in a private
transaction, the per share price will be the fair market value as determined by
the Company's Board of Directors.
Upon stockholder approval, a Company will only sell common shares below NAV
if all of the following conditions are met:
1. The per share offering price, before deduction of underwriting fees,
commissions and offering expenses, will not be less than the NAV per share of
the Company's common stock, as determined at any time within two business days
prior to the pricing of the common stock to be sold in the offering.
2. Immediately following the offering, after deducting offering expenses
and underwriting fees and commissions, the NAV per share of the Company's common
stock, as determined at any time within two business days prior to the pricing
of the common stock to be sold, would not have been diluted by greater than a
total of 1% of the NAV per share of all outstanding common stock. The Company
will not be subject to a maximum number of shares that can be sold or a defined
minimum sales price per share in any offering so long as the number of shares
offered and the price at which such shares are sold together would not result in
dilution of the NAV per share of the Company's common stock in excess of the 1%
limitation described above.
3. A majority of the Company's independent directors makes a determination,
based on information and a recommendation from the Advisor, that they reasonably
expect that the investment(s) to be made with the net proceeds of such issuance
will lead to a long-term increase in distribution growth.
As discussed below under the caption "More Information About the Meeting -
Investment Advisory Agreement," with respect to each Company, the Advisor is
paid a fee based upon the Company's average monthly Managed Assets (as defined
below). Therefore, the Advisor's interest in determining whether to recommend
that a Company issue common shares below NAV may conflict with the interests of
the Company and its stockholders. The Advisor is controlled directly or
indirectly by officers and the two interested directors of each Company, among
others. For that reason, any issuance of shares at a price below NAV must be
approved by a majority of the disinterested directors.
Before voting on this proposal or giving proxies with regard to this
matter, common stockholders should consider the potentially dilutive effect of
the issuance of shares of the Company's common stock at less than NAV per share
on the NAV per outstanding share of common stock. Any sale of common stock at a
price below NAV would result in an immediate dilution of the NAV per outstanding
share to existing common stockholders of as much as 1%. There is a connection
between common share sale price and NAV because when stock is sold at a sale
price below NAV per share, the resulting increase in the number of outstanding
shares is not accompanied by a proportionate increase in the net assets of the
Company. Common stockholders of a Company should also consider that holders of
the Company's common stock have no subscription, preferential or preemptive
rights to acquire additional shares of the common stock proposed to be
authorized for issuance, and thus any future issuance of common stock will
dilute such stockholders' holdings of common stock as a percentage of shares
outstanding to the extent stockholders do not purchase sufficient shares in the
offering to maintain their percentage interest. Further, if current stockholders
of a Company either do not purchase any shares in an offering conducted
10
by the Company or do not purchase sufficient shares in the offering to maintain
their percentage interest, regardless of whether such offering is above or below
the then current NAV, their voting power will be diluted.
Required Vote. For each Company, the proposal must be approved by (a) the
affirmative vote of a majority of all common stockholders of record, as of the
record date, and (b) the affirmative vote of a majority of the votes cast, in
person or by proxy, at the meeting by the holders of common stock and the
holders of preferred stock, voting together as a single class.
Solely for the purpose of determining whether a majority of the number of
common stockholders of record of a Company approved the proposal, the number of
common shares held by any single stockholder will not be relevant. For the
purpose of determining whether a majority of the number of common stockholders
of record of a Company approved the proposal, abstentions and broker non-votes,
if any, recorded by record owners will have the effect of a vote against the
proposal.
With respect to each Company, solely for the purposes of determining
whether a majority of the votes cast by the common stockholders and preferred
stockholders voting together as a single class approved this proposal, each
common share and each preferred share is entitled to one vote, and abstentions
and broker non-votes will not be counted as votes cast and will have no effect
on the result of the vote.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS OF EACH COMPANY UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
OF THE COMPANY VOTE "FOR" THE PROPOSAL TO ALLOW THE COMPANY TO SELL ITS COMMON
SHARES BELOW NET ASSET VALUE.
PROPOSAL THREE
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors of each Company recommends that the stockholders of
the Company ratify the selection of Ernst & Young LLP ("E&Y") as the independent
registered certified public accountants, to audit the accounts of the Company
for the fiscal year ending November 30, 2007. [E&Y's selection was approved by
each Company's Audit Committee at a meeting held on January 16, 2007. Their
selection also was ratified and approved by the vote, cast in person, of a
majority of the directors of each Company, including a majority of the directors
who are not "interested persons" of the Company within the meaning of the 1940
Act, and who are "independent" as defined in the New York Stock Exchange listing
standards, at a meeting held on January 16, 2007.]
E&Y has audited the accounts of each Company since prior to the Company's
commencement of business (TYG in February 2004; TYY in May 2005; and TYN in
October 2005) and does not have any direct financial interest or any material
indirect financial interest in any of the Companies. A representative of E&Y is
expected to be available at the meeting and to have the opportunity to make a
statement and respond to appropriate questions from the stockholders. Each
Company's Audit Committee meets each year with representatives of E&Y to discuss
the scope of their engagement, review the financial statements of the Company
and the results of their examination.
Required Vote. E&Y will be ratified as a Company's independent registered
public accounting firm by the affirmative vote of a majority of the votes cast,
in person or by proxy, at the meeting by the holders of common stock and the
holders of preferred stock, voting together as a single class. With
11
respect to each Company, each common share and each preferred share is entitled
to one vote on this proposal. For the purposes of the vote on this proposal for
each Company, abstentions and broker non-votes will not be counted as votes cast
and will have no effect on the result of the vote.
AUDIT COMMITTEE REPORT
The Audit Committee of each Company reviews the Company's annual financial
statements with both management and the independent auditors, and the committee
meets periodically with the independent auditors to consider their evaluation of
the Company's financial and internal controls.
The Audit Committee of each Company, in discharging its duties, has met
with and has held discussions with management and the Company's independent
auditors. Each Company's Audit Committee has reviewed and discussed the
Company's audited financial statements for the fiscal year ended November 30,
2006 with management. Management of each Company has represented to the
independent auditors that the Company's financial statements were prepared in
accordance with generally accepted accounting principles.
The Audit Committee of each Company has also discussed with the independent
auditors the matters required to be discussed by the Statement on Auditing
Standards No. 61 (Communications with Audit Committees). The independent
auditors provided to each Company's Audit Committee the written disclosures and
the letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and each Company's Audit Committee discussed
with representatives of the independent auditors their firm's independence with
respect to that Company.
With respect to each Company, based on the Audit Committee's review and
discussions with management and the independent auditors, the representations of
management and the reports of the independent auditors to the committee, the
Audit Committee recommended that the Board include the audited financial
statements in the Company's Annual Report for filing with the SEC.
The Audit Committee of each Company
Conrad S. Ciccotello (Chairman)
Charles E. Heath
John R. Graham]
INDEPENDENT AUDITORS
[On January 16, 2007, each Company's Audit Committee selected E&Y as the
independent registered public accounting firm to audit the books and records of
the Company for its fiscal year ending November 30, 2007.] E&Y is registered
with the Public Company Accounting Oversight Board.
12
INDEPENDENT AUDITOR 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, 2005 and
November 30, 2006 by E&Y:
TYG TYY TYN
------------------------- ------------------------- -------------------------
2005 2006 2005(1) 2006 2005(2) 2006
---- ---- ------- ---- ------- ----
Audit Fees(3) $237,000 $168,000 $102,000 $142,000 $73,000 $129,000
Audit-Related Fees(4) $39,000 $17,000 $8,000 $36,000 $0 $18,000 $0
Tax Fees(5) $47,000 $76,000 $8,000 $40,000 $15,000 $53.000
All Other Fees $0 $0 $0 $0 $0 $0
Aggregate Non-Audit Fees $86,000 $93,000 $16,000 $76,000 $15,000 $71,000
-------------------------------
1 Period from March 4, 2005 to November 30, 2005. TYY was formed on March 4,
2005, and thus did not pay E&Y any fees prior to that date.
2 Period from January 13, 2005 to November 30, 2005. TYN was formed on
January 13, 2005, and thus did not pay E&Y any fees prior to that date.
3 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.
4 For professional services rendered with respect to assurance related
services in connection with each Company's compliance with its rating
agency guidelines.
5 For professional services for tax compliance, tax advice and tax planning.
The Audit Committee of each Company adopted pre-approval polices and
procedures (TYG on July 15, 2004; TYY on April 15, 2005; and TYN on January 19,
2005). Under these policies and procedures, the Audit Committee of each Company
pre-approves (i) the selection of the Company's independent auditors, (ii) the
engagement of the independent auditors to provide any non-audit services to the
Company, (iii) the engagement of the independent auditors to provide any
non-audit services to the Advisor or any entity controlling, controlled by, or
under common control with the Advisor that provides ongoing services to the
Company, if the engagement relates directly to the operations and financial
reporting of the Company, and (iv) the fees and other compensation to be paid to
the independent auditors. With respect to each Company, the Chairman of the
Audit Committee of the Company may grant the pre-approval of any engagement of
the independent auditors for non-audit services of less than $5,000, and such
delegated pre-approvals will be presented to the full Audit Committee at its
next meeting for ratification. Under certain limited circumstances,
pre-approvals are not required under securities law regulations for certain
non-audit services below certain de minimus thresholds. Since each Company's
respective adoption of these policies and procedures, the Audit Committee of the
Company has pre-approved all audit and non-audit services provided to the
Company by E&Y. None of these services provided by E&Y were approved by the
Audit Committee pursuant to the de minimus exception under Rule 2.01(c)(7)(i)(C)
or Rule 2.01(c)(7)(ii) of Regulation S-X.
In addition, in 2006 the Advisor paid E&Y fees in the amount of $20,500 in
connection with determining the Advisor's compliance with AIMR-PPS(R) standards
in 2005, but did not pay E&Y any fees for non-audit services in 2005. These
non-audit services were not required to be preapproved by each Company's audit
committee. No entity controlling, controlled by, or under common control with
the Advisor that provides ongoing services to the Company, has paid to E&Y or
been billed for fees by E&Y for non-audit services rendered to the Advisor or
such entity during the fiscal years ended November 30, 2005 and November 30,
2006.
The Audit Committee of each Company has considered whether E&Y's provision
of services (other than audit services) to the Company, the Advisor or any
entity controlling, controlled by, or under
13
common control with the Advisor that provides services to the Company is
compatible with maintaining E&Y's independence in performing audit services.
OTHER MATTERS
The Board of Directors of each Company knows of no other matters that are
intended to be brought before the meeting. If other matters are presented for
action, the proxies named in the enclosed form of proxy will vote on those
matters in their sole discretion.
MORE INFORMATION ABOUT THE MEETING
Stockholders. At the record date, each Company had the following number of
shares issued and outstanding:
Common Shares Preferred Shares
------------- ----------------
TYG 18,232,065 2,800
TYY 16,013,802 2,800
TYN 4,612,640 600
At December 31, 2006, each director beneficially owned (as determined
pursuant to Rule 16a-1(a)(2) under the Exchange Act) shares of each Company and
in all Funds overseen by each director in the same Fund Complex having values
within the indicated dollar ranges. Other than the Fund Complex and TTO, with
respect to each Company, none of the Company's directors who are not interested
persons of the Company, nor any of their immediate family members, has ever been
a director, officer or employee of the Advisor or its affiliates.
Aggregate Dollar
Range of
Holdings in
Funds Overseen
by Director in
Director Aggregate Dollar Range of Holdings in the Company (1) Fund Complex (2)
-------- ----------------------------------------------------- ----------------
Interested Persons TYG TYY TYN
H. Kevin Birzer Over $100,000 Over $100,000 $50,001-$100,000 Over $100,000
Terry C. Matlack Over $100,000 Over $100,000 Over $100,000 Over $100,000
Independent Persons
Conrad S. Ciccotello $50,001-$100,000 $10,001-$50,000 $10,001-$50,000 Over $100,000
John R. Graham Over $100,000 Over $100,000 $10,001-$50,000 Over $100,000
Charles E. Heath Over $100,000 Over $100,000 $10,001-$50,000 Over $100,000
-------------------------
(1) Based on the closing price of each Company's common shares on the New York
Stock Exchange on December 29, 2006.
(2) Includes TYG, TYY and TYN. Amounts based on the closing price of each
Company's common shares on the New York Stock Exchange on December 29,
2006.
14
The following table sets forth the securities of TTO owned beneficially by
the Company's directors who are not "interested persons" of the Company, as
defined in Section 2(a)(19) of the 1940 Act, as of December 31, 2006. The
Advisor also serves as the investment advisor to TTO.
Value of Percent of
Name of Director Title of Class Securities(1) Class (2)
---------------- -------------- ------------- ---------
Conrad S. Ciccotello (3) Common Shares $15,000 0.04%
John R. Graham (4) Common Shares $60,000 0.16%
Charles E. Heath (5) Common Shares $45,000 0.12%
(1) The value of the securities is determined by reference to TTO's most
recently calculated NAV and includes the net value of all warrants to purchase
common shares of TTO ("Warrants") held by such director because all such
Warrants are assumed to be exercisable within 60 days of the date hereof.
(2) The percentage of class is determined by including all shares the director
could purchase if the director exercised all Warrants the director holds, but
not including the number of shares which could be purchased by all other holders
of Warrants if they exercised such Warrants.
(3) Mr. Ciccotello holds these shares jointly with his wife, Elizabeth
Ciccotello.
(4) These shares are held of record by the John R. Graham Trust U/A 1/3/92, John
R. Graham, Trustee.
(5) These shares are held of record by the Charles E. Heath Trust No.1 U/A
2/1/92, Charles E. Heath and Kathleen M. Heath, Trustees.
At December 31, 2006, each director, each officer and the directors and
officers as a group, beneficially owned (as determined pursuant to Rule 13d-3
under the Exchange Act) the following number of shares of common stock of each
Company (or percentage of outstanding shares). Unless otherwise indicated each
individual has sole investment and voting power with respect to the shares
listed.
Directors and Officers Number of Common Shares % of Outstanding Shares
TYG TYY TYN TYG TYY TYN
Independent Directors
Conrad S. Ciccotello [1,940.00] [1,072.00] [1,050.00] * * *
John R. Graham [10,195.32](1) [4,050.56](2) [1,000.00](3) * * *
Charles E. Heath [8,000.00](4) [6,300.00](5) [1,000.00](6) * * *
Interested Directors and Officers
H. Kevin Birzer [31,712.55](7) [12,166.61](8) [3,836.66](9) * * *
Terry C. Matlack [8,262.80](10) [7,184.35](11) [7,967.50](12) * * *
David J. Schulte [3,750.95](13) [1,280.64] [3,556.89](14) * * *
Zachary A. Hamel [4,822.94](15) [2,817.09](16) [1,000.00](17) * * *
Kenneth P. Malvey [7,676.93] 18) [687.56] [443.89] * * *
Directors and Officers as a Group [76,361.49] [35,558.81] [19,854.94] * * *
*Indicates less than 1%.
(1) Includes 3,0000 shares held in the John R. Graham Trust, of which Mr.
Graham is a trustee, and 7,000 shares held by Master Teachers Employee
Benefit Trust, of which Mr. Graham is a trustee and for which he disclaims
beneficial ownership.
(2) Includes 1,000 shares held in the John R. Graham Trust, of which Mr. Graham
is a trustee.
(3) All shares held in the John R. Graham Trust, of which Mr. Graham is a
trustee.
(4) All shares held by the Charles E. Heath Trust, of which Mr. Heath is a
trustee.
(5) Includes 4,300 shares held by the Charles E. Heath Trust #1, of which Mr.
Heath is a trustee, and 2,000 shares held by the Charles F. Heath Trust #1,
Trust B, of which Mr. Heath is a trustee.
(6) All shares held by the Charles E. Heath Trust #1, of which Mr. Heath is a
trustee.
(7) Includes 22,964.799 shares Mr. Birzer holds jointly with his wife and
1,309.854 shares held by Mr. Birzer's children in an account established
under the Kansas Uniform Transfer to Minor's Act for which his wife is the
custodian.
15
(8) Includes 11,521.187 shares Mr. Birzer holds jointly with his wife and
645.426 shares held by Mr. Birzer's children in an account established
under the Kansas Uniform Transfer to Minor's Act for which his wife is the
custodian.
(9) Includes 3,219.477 shares Mr. Birzer owns jointly with his wife and 617.18
shares held by Mr. Birzer's children in an account established under the
Kansas Uniform Transfer to Minor's Act for which his wife is the custodian.
(10) All shares are held in the Matlack Living Trust, U/A DTD 12/30/04, of which
Mr. Matlack and his wife are co-trustees and share voting and investment
power with respect to the shares.
(11) Includes 6,704.74 shares held in the Matlack Living Trust, U/A DTD
12/30/04, of which Mr. Matlack and his wife are co-trustees and share
voting and investment power with respect to the shares.
(12) All shares are held in the Matlack Living Trust, U/A DTD 12/30/04, of which
Mr. Matlack and his wife are co-trustees and share voting and investment
power with respect to the shares.
(13) Excludes 695.70 shares held by Mr. Schulte's former spouse and 672 shares
held by Mr. Schulte's children in accounts over which Mr. Schulte has no
voting or investment power. Mr. Schulte disclaims beneficial ownership of
these shares.
(14) Excludes 306 shares held by Mr. Schulte's children in accounts over which
Mr. Schulte has no voting or investment power. Mr. Schulte disclaims
beneficial ownership of these shares.
(15) Includes 1,122 Mr. Hamel holds jointly with his wife; 500 shares held by
Mr. Hamel's wife and 220 shares held by Mr. Hamel's children in accounts
established under the Kansas Uniform Transfer to Minor's Act for which he
is the custodian.
(16) Includes 667 shares Mr. Hamel holds jointly with his wife; 500 shares held
by Mr. Hamel's wife and 150 shares held by Mr. Hamel's children in accounts
established under the Kansas Uniform Transfer to Minor's Act for which he
is the custodian.
(17) All shares are held jointly by Mr. Hamel and his wife.
(18) Includes 798.969 shares Mr. Malvey holds jointly with his wife; 2,041.541
shares held by Mr. Malvey's wife and 116.585 shares held by his child in an
account for which he is the custodian.
At December 31, 2006, to the knowledge of TYG, no person held (sole or
shared) power to vote or dispose of more than 5% of the outstanding shares of
any of the Companies. The table below indicates the persons known to TYY and TYN
to own 5% or more of their respective common shares as of December 31, 2006. The
beneficial owner listed below has sole power to vote and dispose of the shares.
Number of TYY Number of TYN
Name and Address Common Shares % Common Shares %
---------------- ------------- - ------------- -
State Teachers Retirement System of Ohio 1,230,000 7.7 335,000 7.3
275 East Broad Street
Columbus, Ohio 43215-3771
Investment Advisory Agreement. Tortoise Capital Advisors, LLC (the
"Advisor") is each Company's investment advisor. The Advisor's address is 10801
Mastin Boulevard, Suite 222, Overland Park, Kansas 66210. Fountain Capital and
KCEP control the Advisor through their equity ownership and management rights in
the Advisor. As of December 31, 2006, the Advisor had approximately $2.2 billion
of client assets under management. The Advisor may be contacted at the address
listed on the first page of this proxy statement.
Pursuant to the terms of an Advisory Agreement between TYG and the Advisor,
dated February 23, 2004 (the "TYG Advisory Agreement"), TYG pays to the Advisor
quarterly, as compensation for the services rendered by the Advisor, a fee equal
on an annual basis to 0.95% of the Company's average monthly Managed Assets. The
Advisor contractually agreed to waive or reimburse TYG for fees and expenses,
including the investment advisory fee and other expenses in the amount of 0.23%
of the average monthly Managed Assets through February 28, 2006 and 0.10% of the
average monthly Managed Assets through February 28, 2009. The Advisor does not
have the right to recoup any fees waived or reimbursed by the Advisor. In its
last fiscal year, TYG incurred $6,253,972 in net fees due to the Advisor under
the TYG Advisory Agreement.
Pursuant to the terms of an Advisory Agreement between TYY and the Advisor,
dated May 1, 2005 (the "TYY Advisory Agreement"), TYY paid to the Advisor
quarterly, as compensation for the services rendered by the Advisor, a fee equal
on an annual basis to 0.90% of the
16
Company's average monthly Managed Assets until May 31, 2006. Since June 1, 2006,
TYY pays to the Advisor a fee equal on an annual basis to 0.95% annually of
TYY's average monthly Managed Assets for such services. In its last fiscal year,
TYY incurred $5,510,366 in fees due to the Advisor under the TYY Advisory
Agreement.
Pursuant to the terms of an Advisory Agreement between TYN and the Advisor,
dated October 31, 2005 (the "TYN Advisory Agreement"), TYN pays to the Advisor
quarterly, as compensation for the services rendered by the Advisor, a fee equal
on an annual basis to 1.00% of TYN's average monthly Managed Assets. The Advisor
contractually agreed to waive or reimburse TYN for fees and expenses, including
the investment advisory fee and expenses in an amount equal on an annual basis
to 0.25% of the average monthly Managed Assets through October 31, 2006. For the
period from November 1, 2006 through December 31, 2007, the Advisor has
contractually agreed to waive a portion of the fee equal to 0.20% of the average
monthly Managed Assets. In its last fiscal year, TYN incurred $1,137,550 in net
fees due to the Advisor under the TYN Advisory Agreement.
With respect to each Company, "Managed Assets" means the total assets of
the Company (including any assets attributable to leverage) minus accrued
liabilities other than (1) deferred taxes or debt entered into for the purpose
of leverage and (2) the aggregate liquidation preference of any outstanding
preferred shares.
The Advisor is controlled directly or indirectly by David J. Schulte, CEO
and President of each Company; Terry Matlack, a director and the Chief Financial
Officer and Assistant Treasurer of each Company; H. Kevin Birzer, director and
Chairman of the Board of each Company, Zachary A. Hamel, Secretary of each
Company and Senior Vice President of TYY, and Kenneth P. Malvey, Treasurer of
each Company and Senior Vice President of TYY, among others.
How Proxies Will Be Voted. All proxies solicited by the Board of Directors
of each Company that are properly executed and received prior to the meeting,
and that are not revoked, will be voted at the meeting. Shares represented by
those proxies will be voted in accordance with the instructions marked on the
proxy. If no instructions are specified, shares will be counted as a vote FOR
the proposals described in this proxy statement.
How To Vote. Complete, sign and date the enclosed proxy card and return it
in the enclosed envelope or attend the Annual Meeting and vote in person.
Expenses and Solicitation of Proxies. The expenses of preparing, printing
and mailing the enclosed proxy card, the accompanying notice and this proxy
statement and all other costs, in connection with the solicitation of proxies
will be borne by the Companies on a pro rata basis. Each Company may also
reimburse banks, brokers and others for their reasonable expenses in forwarding
proxy solicitation material to the beneficial owners of shares of the Company.
In order to obtain the necessary quorum for a Company at the meeting, additional
solicitation may be made by mail, telephone, telegraph, facsimile or personal
interview by representatives of the Company, the Advisor, the Company's transfer
agent, or by brokers or their representatives or by a solicitation firm that may
be engaged by the Company to assist in proxy solicitations. If a proxy solicitor
is retained by any Company, the costs associated with all proxy solicitation are
not anticipated to exceed $35,000. None of the Companies will pay any
representatives of the Company or the Advisor any additional compensation for
their efforts to supplement proxy solicitation.
Revoking a Proxy. With respect to each Company, at any time before it has
been voted, you may revoke your proxy by: (1) sending a letter stating that you
are revoking your proxy to the Secretary of the Company at the Company's offices
located at 10801 Mastin Boulevard, Suite 222, Overland Park, Kansas 66210; (2)
properly executing and sending a later-dated proxy; or (3) attending the
meeting, requesting return of any previously delivered proxy, and voting in
person.
17
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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the Exchange Act require
each Company's directors and officers, the Advisor, affiliated persons of the
Advisor and persons who own more than 10% of a registered class of the Company's
equity securities to file forms reporting their affiliation with the Company and
reports of ownership and changes in ownership of the Company's shares with the
SEC and the New York Stock Exchange. Those persons and entities are required by
SEC regulations to furnish the applicable Company with copies of all Section
16(a) forms they file. Based on a review of those forms furnished to the
Company, each Company believes that its directors and officers, the Advisor and
affiliated persons of the Advisor have complied with all applicable Section
16(a) filing requirements during the last fiscal year, except that Mr. David
Schulte did not timely report the sale of 0.7 shares of TYG in January 2006. Mr.
Schulte reported this sale on a Form 4 filed on August 11, 2006. To the
knowledge of management of each Company, no person is the beneficial owner (as
defined in Rule 16a-1 under the Exchange Act) of more than 10% of a class of
such Company's equity securities.
ADMINISTRATOR
TYG and TYY have each entered into administration agreements with US
Bancorp Fund Services, LLC whose principal business address is 615 E. Michigan
Street, Milwaukee, Wisconsin 53202.
TYN has entered into an administration agreement with SEI Investments
Mutual Funds Services, whose principal business address is One Freedom Valley
Drive, Oaks, Pennsylvania 19456.
STOCKHOLDER COMMUNICATIONS
Stockholders are able to send communications to the Board of Directors of
each Company. Communications should be addressed to the Secretary of the
applicable Company at its principal offices at 10801 Mastin Boulevard, Suite
222, Overland Park, Kansas 66210. The Secretary will forward any communications
received directly to the Board of Directors.
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2008 ANNUAL MEETING
Method for Including Proposals in a Company's Proxy Statement. Under the
rules of the SEC, if you want to have a proposal included in a Company's proxy
statement for its next annual meeting of stockholders, that proposal must be
received by the Secretary of the Company at 10801 Mastin Boulevard, Suite 222,
Overland Park, Kansas 66210, not later than 5:00 p.m., Central Time on September
[28], 2007. Such proposal must comply with all applicable requirements of Rule
14a-8 of the Exchange Act. Timely submission of a proposal does not mean the
proposal will be included in the proxy material sent to stockholders.
Other Proposals and Nominations. If you want to nominate a director or have
other business considered at a Company's next annual meeting of stockholders but
do not want those items included in
18
our proxy statement, you must comply with the advance notice provision of the
Company's Bylaws. Under each Company's Bylaws, nominations for director or other
business proposals to be addressed at the Company's next annual meeting may be
made by a stockholder who has delivered a notice to the Secretary of the Company
at 10801 Mastin Boulevard, Suite 222, Overland Park, Kansas 66210, no earlier
than August [29], 2007 nor later than 5:00 p.m. Central Time on September [28],
2007. 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
1-800-919-0315 or by writing the Secretary of the Company at 10801 Mastin
Boulevard, Suite 222, Overland Park, Kansas 66210. Timely submission of a
proposal does not mean the proposal will be allowed to be brought before the
meeting.
These advance notice provisions are in addition to, and separate from, the
requirements that a stockholder must meet in order to have a proposal included
in any Company's proxy statement under the rules of the SEC.
A proxy granted by a stockholder will give discretionary authority to the
proxies to vote on any matters introduced pursuant to the above advance notice
Bylaw provisions, subject to applicable rules of the SEC.
By Order of the Board of Directors
/s/ Zachary A. Hamel
Zachary A. Hamel
Secretary
January ___, 2007
19
--------------------------------------------------------------------------------
PROXY - TORTOISE ENERGY INFRASTRUCTURE CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 13, 2007
The undersigned holder of common shares appoints David J. Schulte and Terry C.
Matlack, or either of them, each with power of substitution, to vote all shares
that the undersigned is entitled to vote at the annual meeting of stockholders
of Tortoise Energy Infrastructure Corporation to be held on April 13, 2007 and
at any adjournments thereof, as set forth on the reverse side of this card, and
in their discretion upon any other business that may properly come before the
meeting.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
(Continued and to be signed on the reverse side)
--------------------------------------------------------------------------------
[ ] Mark this box with an X if you have made
changes to your name or address
details above.
ANNUAL MEETING PROXY CARD
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted "FOR" the proposals.
A. ELECTION OF DIRECTORS
1. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES BELOW.
FOR WITHHOLD
H. Kevin Birzer [ ] [ ]
B. ISSUES
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL AND
RATIFICATION BELOW.
2. Approval of the Company's sale of common shares below Net Asset Value
("NAV") subject to all of the following conditions being met: (1) the per
share offering price, before deduction of underwriting fees, commissions
and offering expenses, will not be less than the NAV per share of the
Company's common stock, as determined at any time within two business days
prior to the pricing of the common stock to be sold in the offering; (2)
immediately following the offering, after deducting offering expenses and
underwriting fees and commissions, the NAV per share of the Company's
common stock, as determined at any time within two business days prior to
the pricing of the common stock to be sold, would not have been diluted by
greater than a total of 1% of the NAV per share of all outstanding common
stock; and (3) a majority of the Company's independent directors makes a
determination, based on information and a recommendation from the Company's
investment advisor, that they reasonably expect that the investment(s) to
be made with the net proceeds of such issuance will lead to a long-term
increase in distribution growth.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of Ernst & Young LLP as the Company's independent registered
public accounting firm to audit the accounts of the Company for the fiscal
year ending November 30, 2007:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
C. NON-VOTING ISSUE
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
D. AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED
Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate title.
Signature 1 - Signature 2 - Date
Please keep signature within the box Please keep signature within the box (mm/dd/yyyy)
------------------------------------ ------------------------------------ ----------
--------------------------------------------------------------------------------
PROXY - TORTOISE ENERGY CAPITAL CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 13, 2007
The undersigned holder of common shares appoints David J. Schulte and Terry C.
Matlack, or either of them, each with power of substitution, to vote all shares
that the undersigned is entitled to vote at the annual meeting of stockholders
of Tortoise Energy Capital Corporation to be held on April 13, 2007 and at any
adjournments thereof, as set forth on the reverse side of this card, and in
their discretion upon any other business that may properly come before the
meeting.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
(Continued and to be signed on the reverse side)
--------------------------------------------------------------------------------
[ ] Mark this box with an X if you have made
changes to your name or address
details above.
ANNUAL MEETING PROXY CARD
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted "FOR" the proposals.
A. ELECTION OF DIRECTORS
1. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES BELOW.
FOR WITHHOLD
H. Kevin Birzer [ ] [ ]
B. ISSUES
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL AND
RATIFICATION BELOW.
2. Approval of the Company's sale of common shares below Net Asset Value
("NAV") subject to all of the following conditions being met: (1) the per
share offering price, before deduction of underwriting fees, commissions
and offering expenses, will not be less than the NAV per share of the
Company's common stock, as determined at any time within two business prior
to the pricing of the common stock to be sold in the offering; (2)
immediately following the offering, after deducting offering expenses and
underwriting fees and commissions, the NAV per share of the Company's
common stock, as determined at any time within two business prior to the
pricing of the common stock to be sold, would not have been diluted by
greater than a total of 1% of the NAV per share of all outstanding common
stock; and (3) a majority of the Company's independent directors makes a
determination, based on information and a recommendation from the Company's
investment advisor, that they reasonably expect that the investment(s) to
be made with the net proceeds of such issuance will lead to a long-term
increase in distribution growth.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of Ernst & Young LLP as the Company's independent registered
public accounting firm to audit the accounts of the Company for the fiscal
year ending November 30, 2007:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
C. NON-VOTING ISSUE
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
D. AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED
Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate title.
Signature 1 - Signature 2 - Date
Please keep signature within the box Please keep signature within the box (mm/dd/yyyy)
------------------------------------ ------------------------------------ ----------
--------------------------------------------------------------------------------
PROXY - TORTOISE NORTH AMERICAN ENERGY CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 13, 2007
The undersigned holder of common shares appoints David J. Schulte and Terry C.
Matlack, or either of them, each with power of substitution, to vote all shares
that the undersigned is entitled to vote at the annual meeting of stockholders
of Tortoise North American Energy Corporation to be held on April 13, 2007 and
at any adjournments thereof, as set forth on the reverse side of this card, and
in their discretion upon any other business that may properly come before the
meeting.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
(Continued and to be signed on the reverse side)
--------------------------------------------------------------------------------
[ ] Mark this box with an X if you have made
changes to your name or address
details above.
ANNUAL MEETING PROXY CARD
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted "FOR" the proposals.
A. ELECTION OF DIRECTORS
1. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES BELOW.
FOR WITHHOLD
FOR WITHHOLD
H. Kevin Birzer [ ] [ ]
B. ISSUES
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL AND
RATIFICATION BELOW.
2. Approval of the Company's sale of common shares below Net Asset Value
("NAV") subject to all of the following conditions being met: (1) the per
share offering price, before deduction of underwriting fees, commissions
and offering expenses, will not be less than the NAV per share of the
Company's common stock, as determined at any time within two business prior
to the pricing of the common stock to be sold in the offering; (2)
immediately following the offering, after deducting offering expenses and
underwriting fees and commissions, the NAV per share of the Company's
common stock, as determined at any time within two business prior to the
pricing of the common stock to be sold, would not have been diluted by
greater than a total of 1% of the NAV per share of all outstanding common
stock; and (3) a majority of the Company's independent directors makes a
determination, based on information and a recommendation from the Company's
investment advisor, that they reasonably expect that the investment(s) to
be made with the net proceeds of such issuance will lead to a long-term
increase in distribution growth.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of Ernst & Young LLP as the Company's independent registered
public accounting firm to audit the accounts of the Company for the fiscal
year ending November 30, 2007:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
C. NON-VOTING ISSUE
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
D. AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED
Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate title.
Signature 1 - Signature 2 - Date
Please keep signature within the box Please keep signature within the box (mm/dd/yyyy)
------------------------------------ ------------------------------------ ----------
--------------------------------------------------------------------------------
PROXY - TORTOISE ENERGY INFRASTRUCTURE CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 13, 2007
The undersigned holder of preferred shares appoints David J. Schulte and Terry
C. Matlack, or either of them, each with power of substitution, to vote all
shares that the undersigned is entitled to vote at the annual meeting of
stockholders of Tortoise Energy Infrastructure Corporation to be held on April
13, 2007 and at any adjournments thereof, as set forth on the reverse side of
this card, and in their discretion upon any other business that may properly
come before the meeting.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
(Continued and to be signed on the reverse side)
--------------------------------------------------------------------------------
[ ] Mark this box with an X if you have made
changes to your name or address
details above.
ANNUAL MEETING PROXY CARD
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted "FOR" the proposals.
A. ELECTION OF DIRECTORS
1. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES BELOW.
--------------------------------------------- ------ ----------------
FOR WITHHOLD
--------------------------------------------- ------ ----------------
H. Kevin Birzer [ ] [ ]
John R. Graham [ ] [ ]
--------------------------------------------- ------ ----------------
B. ISSUES
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL AND
RATIFICATION BELOW.
2. Approval of the Company's sale of common shares below Net Asset Value
("NAV") subject to all of the following conditions being met: (1) the per
share offering price, before deduction of underwriting fees, commissions
and offering expenses, will not be less than the NAV per share of the
Company's common stock, as determined at any time within two business days
prior to the pricing of the common stock to be sold in the offering; (2)
immediately following the offering, after deducting offering expenses and
underwriting fees and commissions, the NAV per share of the Company's
common stock, as determined at any time within two business days prior to
the pricing of the common stock to be sold, would not have been diluted by
greater than a total of 1% of the NAV per share of all outstanding common
stock; and (3) a majority of the Company's independent directors makes a
determination, based on information and a recommendation from the Company's
investment advisor, that they reasonably expect that the investment(s) to
be made with the net proceeds of such issuance will lead to a long-term
increase in distribution growth.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of Ernst & Young LLP as the Company's independent
registered public accounting firm to audit the accounts of the Company
for the fiscal year ending November 30, 2007:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
C. NON-VOTING ISSUE
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
D. AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED
Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate title.
Signature 1 - Signature 2 - Date
Please keep signature within the box Please keep signature within the box (mm/dd/yyyy)
------------------------------------ ------------------------------------ ----------
--------------------------------------------------------------------------------
PROXY - TORTOISE ENERGY CAPITAL CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 13, 2007
The undersigned holder of preferred shares appoints David J. Schulte and Terry
C. Matlack, or either of them, each with power of substitution, to vote all
shares that the undersigned is entitled to vote at the annual meeting of
stockholders of Tortoise Energy Capital Corporation to be held on April 13, 2007
and at any adjournments thereof, as set forth on the reverse side of this card,
and in their discretion upon any other business that may properly come before
the meeting.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
(Continued and to be signed on the reverse side)
--------------------------------------------------------------------------------
[ ] Mark this box with an X if you have made
changes to your name or address
details above.
ANNUAL MEETING PROXY CARD
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted "FOR" the proposals.
A. ELECTION OF DIRECTORS
1. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES BELOW.
--------------------------------------------- ------ ----------------
FOR WITHHOLD
--------------------------------------------- ------ ----------------
H. Kevin Birzer [ ] [ ]
--------------------------------------------- ------ ----------------
John R. Graham [ ] [ ]
--------------------------------------------- ------ ----------------
B. ISSUES
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL AND
RATIFICATION BELOW.
2. Approval of the Company's sale of common shares below Net Asset Value
("NAV") subject to all of the following conditions being met: (1) the per
share offering price, before deduction of underwriting fees, commissions
and offering expenses, will not be less than the NAV per share of the
Company's common stock, as determined at any time within two business prior
to the pricing of the common stock to be sold in the offering; (2)
immediately following the offering, after deducting offering expenses and
underwriting fees and commissions, the NAV per share of the Company's
common stock, as determined at any time within two business prior to the
pricing of the common stock to be sold, would not have been diluted by
greater than a total of 1% of the NAV per share of all outstanding common
stock; and (3) a majority of the Company's independent directors makes a
determination, based on information and a recommendation from the Company's
investment advisor, that they reasonably expect that the investment(s) to
be made with the net proceeds of such issuance will lead to a long-term
increase in distribution growth.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of Ernst & Young LLP as the Company's independent registered
public accounting firm to audit the accounts of the Company for the fiscal
year ending November 30, 2007:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
C. NON-VOTING ISSUE
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
D. AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED
Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate title.
Signature 1 - Signature 2 - Date
Please keep signature within the box Please keep signature within the box (mm/dd/yyyy)
------------------------------------ ------------------------------------ ----------
--------------------------------------------------------------------------------
PROXY - TORTOISE NORTH AMERICAN ENERGY CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 13, 2007
The undersigned holder of preferred shares appoints David J. Schulte and Terry
C. Matlack, or either of them, each with power of substitution, to vote all
shares that the undersigned is entitled to vote at the annual meeting of
stockholders of Tortoise North American Energy Corporation to be held on April
13, 2007 and at any adjournments thereof, as set forth on the reverse side of
this card, and in their discretion upon any other business that may properly
come before the meeting.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
(Continued and to be signed on the reverse side)
--------------------------------------------------------------------------------
[ ] Mark this box with an X if you have made
changes to your name or address
details above.
ANNUAL MEETING PROXY CARD
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted "FOR" the proposals.
A. ELECTION OF DIRECTORS
1. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES BELOW.
--------------------------------------------- ------ ----------------
FOR WITHHOLD
--------------------------------------------- ------ ----------------
H. Kevin Birzer [ ] [ ]
--------------------------------------------- ------ ----------------
John R. Graham [ ] [ ]
--------------------------------------------- ------ ----------------
B. ISSUES
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL AND
RATIFICATION BELOW.
2. Approval of the Company's sale of common shares below Net Asset Value
("NAV") subject to all of the following conditions being met: (1) the per
share offering price, before deduction of underwriting fees, commissions
and offering expenses, will not be less than the NAV per share of the
Company's common stock, as determined at any time within two business prior
to the pricing of the common stock to be sold in the offering; (2)
immediately following the offering, after deducting offering expenses and
underwriting fees and commissions, the NAV per share of the Company's
common stock, as determined at any time within two business prior to the
pricing of the common stock to be sold, would not have been diluted by
greater than a total of 1% of the NAV per share of all outstanding common
stock; and (3) a majority of the Company's independent directors makes a
determination, based on information and a recommendation from the Company's
investment advisor, that they reasonably expect that the investment(s) to
be made with the net proceeds of such issuance will lead to a long-term
increase in distribution growth.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of Ernst & Young LLP as the Company's independent
registered public accounting firm to audit the accounts of the Company
for the fiscal year ending November 30, 2007:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
C. NON-VOTING ISSUE
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
D. AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED
Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate title.
Signature 1 - Signature 2 - Date
Please keep signature within the box Please keep signature within the box (mm/dd/yyyy)
------------------------------------ ------------------------------------ ----------