UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by
the Registrant ☒
Filed by a
Party other than the Registrant ☐
Check the appropriate
box:
|
☐ |
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
§240.14a-12
|
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MIDSTREAM ENERGY FUND, INC.
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
ECOFIN SUSTAINABLE AND SOCIAL IMPACT TERM FUND
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the
appropriate box):
|
☐
|
Fee paid previously with
preliminary materials.
|
|
☐
|
Fee computed on table in exhibit
required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and
0-11.
|
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC.
TORTOISE MIDSTREAM ENERGY FUND, INC.
TORTOISE PIPELINE & ENERGY FUND, INC.
TORTOISE ENERGY INDEPENDENCE FUND, INC.
ECOFIN SUSTAINABLE AND SOCIAL IMPACT TERM FUND
6363 College
Boulevard, Suite 100A
Overland Park,
Kansas 66211
ADDITIONAL
INFORMATION REGARDING THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
ON TUESDAY, AUGUST 9, 2022
Dear Fellow Stockholder:
The Definitive Proxy Statement
was filed jointly by each of Tortoise Energy Infrastructure Corporation
(“TYG”), Tortoise Power and Energy Infrastructure Fund, Inc.
(“TPZ”), Tortoise Midstream Energy Fund, Inc. (“NTG”), Tortoise
Pipeline & Energy Fund, Inc. (“TTP”), Tortoise Energy
Independence Fund, Inc. (“NDP”) and Ecofin Sustainable and Social
Impact Term Fund (“TEAF”) (each a “Company” and collectively, the
“Companies”) on June 24, 2022 (the “Original Filing”). This a
reminder to vote your shares.
Voting is quick and easy.
You may vote your shares via the internet, by telephone (for
internet and telephone voting, please follow the instructions on
the proxy ballot), or by simply completing and signing the proxy
ballot mailed to you, and mailing it in the postage-paid envelope
included in this package. You may also vote by attending and voting
at the meeting. However, even if you plan to attend the meeting, we
urge you to cast your vote early. That will ensure your vote
is counted should your plans change.
The Board of Directors of each of
TYG, NTG, TTP, NDP and TEAF unanimously recommends that you vote
“FOR” all proposals on the proxy card. The Board of Directors
of TPZ unanimously recommends that you vote “FOR” the proposal to
elect two directors and the proposal to ratify the Company’s
independent registered public accounting firm and “AGAINST” the
Shareholder Proposal.
As a reminder to shareholders,
the Companies have opted into and is subject to the provisions of
the Maryland Control Share Acquisition Act (the “MCSAA”).
Generally, the MCSAA provides that a holder of “control shares” (as
defined in the MCSAA) of a Maryland corporation acquired in a
“control share acquisition” (as defined in the MCSAA) will not be
entitled to vote its control shares unless the other shareholders
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 1/3% or more, or a
majority of the total voting power of shares entitled to vote in
the election of directors. The MCSAA does not apply (a) to shares
acquired in a merger, consolidation or share exchange if the
corporation is a party to the transaction, (b) to shares acquired
under the satisfaction of a pledge or other security interest
created in good faith and not for the purpose of circumventing the
MCSAA, or (c) to acquisitions of shares approved or exempted by a
provision contained in the charter or bylaws of the corporation and
adopted at any time before the acquisition of the shares.
Shareholders (together with any “associated persons” (as defined in
the MCSAA)) that own less than ten percent of the shares entitled
to vote in the election of directors are not affected by the
restrictions on voting rights under the MCSAA.
Accordingly, any holder of each of the Company’s outstanding
shares that is deemed to hold “control shares” under the MCSAA will
not be entitled to vote its control shares at the annual
meeting.