Tortoise Closed-End Funds Announce the Board’s Approval of Amended and Restated Bylaws
October 26 2020 - 9:00PM
Business Wire
Tortoise Energy Infrastructure Corporation (NYSE: TYG),
Tortoise Midstream Energy Fund, Inc. (NYSE: NTG),
Tortoise Pipeline & Energy Fund, Inc. (NYSE: TTP),
Tortoise Energy Independence Fund, Inc. (NYSE: NDP),
Tortoise Power and Energy Infrastructure Fund, Inc. (NYSE:
TPZ), Tortoise Essential Assets Income Term Fund (NYSE:
TEAF)
Each fund, effective today, has adopted Amended and Restated
Bylaws (Bylaws). The amendments to the Bylaws were adopted in an
effort to protect each fund’s ability to pursue its investment
objective and long-term value for stockholders.
Included in the amendments is the election to be subject to the
Maryland Control Share Acquisition Act (MCSAA), which seeks to
limit the ability of an acquiring person to achieve a short-term
gain at the expense of a fund’s ability to pursue its investment
objective and policies and seek long-term value for the rest of the
fund’s stockholders. The MCSAA protects the interests of all
stockholders of a Maryland corporation by providing that any holder
of “control shares” acquired in a “control share acquisition” will
not be entitled to vote its shares unless the other stockholders of
the corporation reinstate those voting rights at a meeting of
stockholders by a vote of two-thirds of the votes entitled to be
cast on the matter, excluding the “acquiring person” (i.e. the
holder or group of holders acting in concert that acquires, or
proposes to acquire, “control shares” and any other holders of
“interested shares” as defined in the MCSAA). Generally, “control
shares” are shares that, when aggregated with shares already owned
by an acquiring person, would entitle the acquiring person to
exercise 10% or more, 33% or more, or a majority of the total
voting power of shares entitled to vote in the election of
directors.
In addition, each fund’s Bylaws include modifying the advance
notice requirements and exclusive forum provisions.
The advance notice provisions were amended to require the
continuous ownership by the stockholder(s) putting forth any such
nominee or proposal of at least one percent (1%) of the fund’s
outstanding shares for a minimum period of at least three years
prior to the date of such nomination or proposal and through the
date of the related annual meeting. The advance notice provisions
were also amended to require that the stockholder nominating an
individual or proposing business to be considered must attend the
meeting or give a legal proxy to another individual who attends the
meeting in order for the proposal or nomination to be properly
considered.
The Bylaws as amended designate the Circuit Court for Baltimore
City, Maryland (or if such court lacks jurisdiction, the United
States District Court for the District of Maryland, Northern
Division) as the sole and exclusive forum for claims and directive
actions brought on behalf of the funds.
The above description of the MCSAA election and amendments to
the Bylaws, is only a high-level summary and does not purport to be
complete. Investors should refer to the actual provisions of the
MCSAA and each fund’s Bylaws for more information, including
definitions of key terms, various exclusions and exemptions from
the statute’s scope, and the procedures by which stockholders may
approve the reinstatement of voting rights to holders of “control
shares.” The funds’ amended Bylaws are available in the Governance
section of each fund’s webpage at cef.tortoiseecofin.com.
About Tortoise
Tortoise focuses on energy infrastructure and the transition to
cleaner energy. Tortoise’s solid track record of energy value chain
investment experience and research dates back more than 20 years.
As one of the earliest investors in midstream energy, Tortoise
believes it is well-positioned to be at the forefront of the global
energy evolution that is underway. With a steady wins approach and
a long-term perspective, Tortoise strives to make a positive impact
on clients and communities. To learn more, visit
www.TortoiseEcofin.com.
Tortoise Capital Advisors, L.L.C. is the Adviser to Tortoise
Energy Infrastructure Corp., Tortoise Midstream Energy Fund, Inc.,
Tortoise Pipeline & Energy Fund, Inc., Tortoise Energy
Independence Fund, Inc., Tortoise Power and Energy Infrastructure
Fund, Inc. and Tortoise Essential Assets Income Term Fund. Ecofin
Advisors Limited is a sub-adviser to Tortoise Essential Assets
Income Term Fund.
For additional information on these funds, please visit
cef.tortoiseecofin.com.
Safe harbor statement
This press release shall not constitute an offer to sell or a
solicitation to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer or
solicitation or sale would be unlawful prior to registration or
qualification under the laws of such state or jurisdiction.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain statements that may include
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of
historical fact, included herein are "forward-looking statements."
Although the funds and Tortoise Capital Advisors believe that the
expectations reflected in these forward-looking statements are
reasonable, they do involve assumptions, risks and uncertainties,
and these expectations may prove to be incorrect. Actual results
could differ materially from those anticipated in these
forward-looking statements as a result of a variety of factors,
including those discussed in the fund’s reports that are filed with
the Securities and Exchange Commission. You should not place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release. Other than as required by law,
the funds and Tortoise Capital Advisors do not assume a duty to
update this forward-looking statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20201026005941/en/
Maggie Zastrow (913) 981-1020 info@tortoiseadvisors.com
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