☑ |
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|
☐ |
PRE-EFFECTIVE AMENDMENT NO.
|
☐ |
POST-EFFECTIVE AMENDMENT NO.
|
☑ |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
|
☑ |
AMENDMENT NO. 34
|
☐ |
Check box if any of the securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act
of 1933, other than securities offered in connection with a dividend reinvestment plan.
|
☑ |
When declared effective pursuant to Section 8(c)
|
Title of Securities
Being Registered
|
Amount Being
Registered (1)
|
Proposed Maximum
Offering Price
|
Proposed Maximum
Aggregate
Offering Price (2)
|
Amount of
Registration Fee (3)
|
||||||
Common stock, $0.001 par value per share; preferred stock, $0.001 par value per share; debt securities
|
$
|
350,000,000
|
$
|
42,420.00
|
(1) |
There are being registered hereunder a presently indeterminate number of shares of common stock, shares of preferred stock and debt securities to be offered on an immediate,
continuous or delayed basis.
|
(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. In no event will the aggregate initial offering
price of all securities offered from time to time pursuant to the prospectus included as a part of this Registration Statement exceed $350,000,000.
|
(3) |
In accordance with Rule 415(a)(6) under the Securities Act of 1933, the securities registered pursuant to this registration statement include $119,026,991.84 of unsold securities that previously were registered pursuant to the registration statement on Form N-2 (File No. 333-209943), initially effective on May 6, 2016. Pursuant
to Rule 415(a)(6), the registration fees in the amount of $7,251.07 previously paid with respect to such unsold securities will continue to be applied to such
unsold securities. The filing fee attributable to the additional $27,993.93 of securities is being paid herewith. Pursuant to Rule 415(a)(6), the offering of
the unsold securities registered under the prior registration statement will be deemed terminated as of the effective date of this Registration Statement.
|
ii
|
|
1 | |
11 | |
13 | |
16 | |
21 | |
22 | |
23 | |
23 | |
34 | |
38 | |
50 | |
54 | |
55 | |
57 | |
64 | |
65 | |
67 | |
67 | |
70 | |
70 | |
79 | |
79 | |
79 | |
82 |
· |
Under normal circumstances, we invest at least 80% of our Total Assets in equity securities of midstream energy entities in the energy infrastructure sector,
including MLPs, with at least 50% of our Total Assets in equity securities of natural gas infrastructure entities.
|
· |
We may invest up to 50% of our Total Assets in restricted securities, primarily through direct placements. Restricted securities, whether issued by public companies
or private companies, are generally considered illiquid. The aggregate of all our investments in private companies that do not have any publicly traded shares or units is limited to 5% of our Total Assets.
|
· |
We will not invest more than 10% of our Total Assets in any single issuer.
|
· |
We will not engage in short sales.
|
· |
We may write covered call options, up to 5% of our Total Assets.
|
Sales Load
|
-
|
(1)
|
||
Offering Expenses Borne by the Company
|
-
|
(1)
|
||
Dividend Reinvestment Plan Expenses (in dollars)
|
$
|
15
|
(2)
|
Management Fee (payable under investment advisory agreement)
|
1.56
|
%
|
(3)
|
||
Interest Payments on Borrowed Funds (includes issuance costs)
|
1.64
|
%
|
(4)
|
||
Distribution Payments on Preferred Stock (includes issuance costs)
|
0.60
|
%
|
(5)
|
||
Other Expenses
|
0.14
|
%
|
(6)
|
||
Current Income Tax Expense
|
0.02
|
%
|
(7)
|
||
Deferred Income Tax Expense
|
-
|
%
|
(7)
|
||
Total Annual Expenses
|
3.96
|
%
|
(8)
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|||||||||||||
Total Expenses Paid by Common Stockholders(9)(10)
|
$
|
40
|
$
|
121
|
$
|
203
|
$
|
417
|
(1) |
If the securities to which this prospectus relates are sold to or through underwriters, the prospectus supplement will set forth any applicable sales load, the
estimated offering expenses borne by us and a revised expense example.
|
(2) |
Stockholders will pay a transaction fee of $15 plus brokerage charges if they direct the plan agent to sell common stock held in a plan account. See “Automatic
Dividend Reinvestment Plan.”
|
(3) |
Management fee is based on Managed Assets as of November 30, 2018 and reflects an annual rate of 0.95% of our Managed Assets. There is no investment advisory
agreement with, or management fees charged to, any Subsidiary.
|
(4) |
Reflects the weighted average cost of interest payable on the Notes and unsecured credit facility at borrowing rates as of November 30, 2018, including amortization
of issuance costs, expressed as a percentage of net assets as of November 30, 2018. Such rates may differ as and when borrowings are made.
|
(5) |
Reflects the weighted average cost of distributions payable on Tortoise Preferred Shares as of November 30, 2018, including amortization of issuance costs,
expressed as a percentage of net assets as of November 30, 2018.
|
(6) |
“Other Expenses” are based on amounts incurred for the fiscal year ended November 30, 2018 for overhead expenses, including payments to our transfer agent,
administrator, custodian, fund account and legal and accounting expenses. “Other Expenses” also includes estimated expenses of our Subsidiaries, which are not expected to exceed 0.01% of our total expenses in any year. The holders of
our common shares indirectly bear the costs associated with such other expenses as well as all other costs not specifically assumed by our Adviser and incurred in connection with our operations.
|
(7) |
For the fiscal year ended November 30, 2018, we accrued $54,197,357 for net deferred income tax benefit. Current income tax expense generally relates to net
realized gains recognized during the period in excess of capital loss carryforwards and net operating loss carryforwards. Deferred income tax expense represents an estimate of our potential tax liability if we were to recognize the
unrealized depreciation of our portfolio assets accumulated during our fiscal year ended November 30, 2018. Future actual income tax expense (if any) will be incurred over many years depending on if and when investment gains are
realized, the then-current tax basis of assets, the level of net loss carryforwards and other factors.
|
(8) |
The table presents certain of our annual expenses stated as a percentage of our net assets attributable to our common shares. This results in a higher percentage
than the percentage attributable to our annual expenses stated as a percentage of our Managed Assets. See “Leverage-Annual Expenses” on page 28.
|
(9) |
Includes current and deferred income tax expenses. See footnote (7) above for more details.
|
(10) |
The example does not include sales load or estimated offering costs. If the securities to which this prospectus relates are sold to or through underwriters, the
prospectus supplement will set forth any applicable sales load, the estimated offering expenses borne by us and a revised expense example reflecting such sales load and offering expenses.
|
Year Ended
November
30, 2018
|
Year
Ended
November
30, 2017
|
Year Ended
November
30, 2016
|
Year Ended
November
30, 2015
|
Year
Ended
November
30, 2014
|
||||||||||||||||
Per Common Share Data(1)
|
||||||||||||||||||||
Net Asset Value, beginning of year
|
$
|
15.96
|
$
|
19.22
|
$
|
18.65
|
$
|
29.83
|
$
|
28.00
|
||||||||||
Income (Loss) from Investment Operations
|
||||||||||||||||||||
Net investment loss(2)
|
(0.43
|
)
|
(0.42
|
)
|
(0.46
|
)
|
(0.32
|
)
|
(0.54
|
)
|
||||||||||
Net realized and unrealized gain (loss) on investments(2)
|
1.36
|
(1.15
|
)
|
2.72
|
(9.17
|
)
|
4.06
|
|||||||||||||
Total income (loss) from investment operations
|
0.93
|
(1.57
|
)
|
2.26
|
(9.49
|
)
|
3.52
|
|||||||||||||
Distributions to Common Stockholders
|
||||||||||||||||||||
Return of capital
|
(1.69
|
)
|
(1.69
|
)
|
(1.69
|
)
|
(1.69
|
)
|
(1.69
|
)
|
||||||||||
Capital stock transactions
|
||||||||||||||||||||
Premiums less underwriting discounts and offering costs on issuance of common stock (3)
|
(0.72
|
)
|
-
|
(0.00
|
)
|
(0.00
|
)
|
-
|
||||||||||||
Net Asset Value, end of year
|
$
|
14.48
|
$
|
15.96
|
$
|
19.22
|
$
|
18.65
|
$
|
29.83
|
||||||||||
Per common share market value, end of year
|
$
|
13.72
|
$
|
15.90
|
$
|
18.90
|
$
|
16.18
|
$
|
27.97
|
||||||||||
Total investment return based on market value (4)
|
(4.10
|
)%
|
(7.67
|
)%
|
27.99
|
%
|
(37.08
|
)%
|
9.08
|
%
|
||||||||||
Supplemental Data and Ratios
|
||||||||||||||||||||
Net assets applicable to common stockholders, end of year (000’s)
|
$
|
915,033
|
$
|
754,085
|
$
|
904,866
|
$
|
876,409
|
$
|
1,401,926
|
||||||||||
Average net assets (000’s)
|
$
|
887,014
|
$
|
892,196
|
$
|
862,527
|
$
|
1,174,085
|
$
|
1,404,751
|
||||||||||
Ratio of Expenses to Average Net Assets
|
||||||||||||||||||||
Advisory fees
|
1.54
|
%
|
1.61
|
%
|
1.56
|
%
|
1.56
|
%
|
1.48
|
%
|
||||||||||
Other operating expenses
|
0.15
|
0.14
|
0.16
|
0.12
|
0.10
|
|||||||||||||||
Total operating expenses, before fee waiver
|
1.69
|
1.75
|
1.72
|
1.68
|
1.58
|
|||||||||||||||
Fee waiver
|
(0.09
|
)
|
-
|
(0.01
|
)
|
(0.09
|
)
|
(0.16
|
)
|
|||||||||||
Total operating expenses
|
1.60
|
1.75
|
1.71
|
1.59
|
1.42
|
|||||||||||||||
Leverage expenses
|
1.98
|
1.89
|
1.95
|
1.42
|
1.09
|
|||||||||||||||
Income tax expense (benefit) (5)
|
(6.09
|
)
|
(4.33
|
)
|
7.25
|
(21.92
|
)
|
7.04
|
||||||||||||
Total expenses
|
(2.51
|
)%
|
(0.69
|
)%
|
10.91
|
%
|
(18.91
|
)%
|
9.55
|
%
|
||||||||||
Ratio of net investment loss to average net assets before fee waiver
|
(2.65
|
)%
|
(2.22
|
)%
|
(2.53
|
)%
|
(1.36
|
)%
|
(1.97
|
)%
|
||||||||||
Ratio of net investment loss to average net assets after fee waiver
|
(2.56
|
)%
|
(2.22
|
)%
|
(2.52
|
)%
|
(1.27
|
)%
|
(1.81
|
)%
|
||||||||||
Portfolio turnover rate
|
13.67
|
%
|
20.94
|
%
|
35.47
|
%
|
17.54
|
%
|
18.09
|
%
|
||||||||||
Credit facility borrowings, end of year (000’s)
|
$
|
73,100
|
$
|
49,800
|
$
|
46,800
|
$
|
62,800
|
$
|
68,900
|
||||||||||
Senior notes, end of year (000’s)
|
$
|
312,000
|
$
|
284,000
|
$
|
284,000
|
$
|
348,000
|
$
|
348,000
|
||||||||||
Preferred stock, end of year (000’s)
|
$
|
132,000
|
$
|
110,000
|
$
|
110,000
|
$
|
90,000
|
$
|
90,000
|
||||||||||
Per common share amount of senior notes outstanding, end of year
|
$
|
4.94
|
$
|
6.01
|
$
|
6.03
|
$
|
7.40
|
$
|
7.40
|
||||||||||
Per common share amount of net assets, excluding senior notes, end of year
|
$
|
19.42
|
$
|
21.97
|
$
|
25.25
|
$
|
26.05
|
$
|
37.23
|
||||||||||
Asset coverage, per $1,000 of principal amount of senior notes and credit facility borrowings(6)
|
$
|
3,719
|
$
|
3,589
|
$
|
4,068
|
$
|
3,353
|
$
|
4,579
|
||||||||||
Asset coverage ratio of senior notes and credit facility borrowings(6)
|
372
|
%
|
359
|
%
|
407
|
%
|
335
|
%
|
458
|
%
|
||||||||||
Asset coverage, per $25 liquidation value per share of mandatory redeemable preferred stock(7)
|
$
|
69
|
$
|
67
|
$
|
76
|
$
|
69
|
$
|
94
|
||||||||||
Asset coverage ratio of preferred stock(7)
|
277
|
%
|
270
|
%
|
305
|
%
|
275
|
%
|
377
|
%
|
Year Ended
November
30, 2013
|
Year
Ended
November
30, 2012
|
Year Ended
November
30, 2011
|
Period
from July
30, 2010(8)
through
November
30, 2010
|
|||||||||||||
Per Common Share Data(1)
|
||||||||||||||||
Net Asset Value, beginning of period
|
$
|
24.50
|
$
|
24.54
|
$
|
24.91
|
$
|
-
|
||||||||
Public offering price
|
-
|
-
|
-
|
25.00
|
||||||||||||
Income (Loss) from Investment Operations
|
||||||||||||||||
Net investment loss(2)
|
(0.42
|
)
|
(0.40
|
)
|
(0.34
|
)
|
(0.04
|
)
|
||||||||
Net realized and unrealized gain (loss) on investments(2)
|
5.59
|
2.02
|
1.61
|
1.49
|
||||||||||||
Total income (loss) from investment operations
|
5.17
|
1.62
|
1.27
|
1.45
|
||||||||||||
Distributions to Common Stockholders
|
||||||||||||||||
Return of capital
|
(1.67
|
)
|
(1.66
|
)
|
(1.64
|
)
|
(0.36
|
)
|
||||||||
Capital stock transactions
|
||||||||||||||||
Premiums less underwriting discounts and offering costs on issuance of common stock (3)
|
0.00
|
0.00
|
-
|
(1.18
|
)
|
|||||||||||
Net Asset Value, end of year
|
$
|
28.00
|
$
|
24.50
|
$
|
24.54
|
$
|
24.91
|
||||||||
Per common share market value, end of year
|
$
|
27.22
|
$
|
24.91
|
$
|
24.84
|
$
|
24.14
|
||||||||
Total investment return based on market value (4)
|
16.27
|
%
|
7.14
|
%
|
9.88
|
%
|
(2.02
|
)%
|
||||||||
Supplemental Data and Ratios
|
||||||||||||||||
Net assets applicable to common stockholders, end of year (000’s)
|
$
|
1,315,866
|
$
|
1,140,635
|
$
|
1,127,592
|
$
|
1,131,120
|
||||||||
Average net assets (000’s)
|
$
|
1,274,638
|
$
|
1,157,421
|
$
|
1,140,951
|
$
|
1,087,459
|
||||||||
Ratio of Expenses to Average Net Assets
|
||||||||||||||||
Advisory fees
|
1.38
|
%
|
1.34
|
%
|
1.30
|
%
|
1.07
|
%
|
||||||||
Other operating expenses
|
0.10
|
0.10
|
0.13
|
0.12
|
||||||||||||
Total operating expenses, before fee waiver
|
1.48
|
1.44
|
1.43
|
1.19
|
||||||||||||
Fee waiver
|
(0.23
|
)
|
(0.28
|
)
|
(0.32
|
)
|
(0.28
|
)
|
||||||||
Total operating expenses
|
1.25
|
1.16
|
1.11
|
0.91
|
||||||||||||
Leverage expenses
|
1.08
|
1.20
|
1.22
|
0.48
|
||||||||||||
Income tax expense (benefit) (5)
|
11.09
|
3.86
|
3.11
|
10.44
|
||||||||||||
Total expenses
|
13.42
|
%
|
6.22
|
%
|
5.44
|
%
|
11.83
|
%
|
||||||||
Ratio of net investment loss to average net assets before fee waiver
|
(1.76
|
)%
|
(1.88
|
)%
|
(1.69
|
)%
|
(0.79
|
)%
|
||||||||
Ratio of net investment loss to average net assets after fee waiver
|
(1.53
|
)%
|
(1.60
|
)%
|
(1.37
|
)%
|
(0.51
|
)%
|
||||||||
Portfolio turnover rate
|
13.42
|
%
|
15.14
|
%
|
19.57
|
%
|
1.24
|
%
|
||||||||
Credit facility borrowings, end of year (000’s)
|
$
|
27,200
|
$
|
23,900
|
$
|
10,100
|
$
|
30,700
|
||||||||
Senior notes, end of year (000’s)
|
$
|
255,000
|
$
|
255,000
|
$
|
255,000
|
$
|
230,000
|
||||||||
Preferred stock, end of year (000’s)
|
$
|
90,000
|
$
|
90,000
|
$
|
90,000
|
$
|
90,000
|
||||||||
Per common share amount of senior notes outstanding, end of year
|
$
|
5.43
|
$
|
5.48
|
$
|
5.55
|
$
|
5.07
|
||||||||
Per common share amount of net assets, excluding senior notes, end of year
|
$
|
33.43
|
$
|
29.98
|
$
|
30.09
|
$
|
29.98
|
||||||||
Asset coverage, per $1,000 of principal amount of senior notes and credit facility borrowings(6)
|
$
|
5,982
|
$
|
5,412
|
$
|
5,593
|
$
|
5,684
|
||||||||
Asset coverage ratio of senior notes and credit facility borrowings(6)
|
598
|
%
|
541
|
%
|
559
|
%
|
568
|
%
|
||||||||
Asset coverage, per $25 liquidation value per share of mandatory redeemable preferred stock(7)
|
$
|
113
|
$
|
102
|
$
|
104
|
$
|
106
|
||||||||
Asset coverage ratio of preferred stock(7)
|
454
|
%
|
409
|
%
|
418
|
%
|
423
|
%
|
(1) |
Information presented relates to a share of common stock outstanding
for the entire year.
|
(2) |
The per common share data for the years ended November 30, 2017, 2016,
2015, 2014, 2013, 2012 and 2011 and the period from July 30, 2010 through November 30, 2010 do not reflect the change in estimate of investment income and return of capital.
|
(3) |
Represents the discounts on shares issued through rights offerings of
$0.55, plus the underwriting and offering costs of $0.17 per share for the year ended November 30, 2018. Represents underwriting and offering costs of less than $0.01 per share for the years ended November 30, 2016 and 2015.
Represents the premiums on the shelf offerings of less than $0.01 per share, less the underwriter discount and offering costs of less than $0.01 per share for the year ended November 30, 2013.
|
(4) |
Total investment return is calculated assuming a purchase of common
stock at the beginning of the period and a sale at the closing price on the last day of the period reported (excluding brokerage commissions). This calculation also assumes reinvestment of distributions at actual prices pursuant to the
Company’s dividend reinvestment plan.
|
(5) |
For the year ended November 30, 2018, NTG accrued $54,197,357 for net deferred income tax benefit. Included in the current period accrual is a
deferred tax benefit of $47,436,124 which is the impact from the federal tax rate reduction related to the Tax Cuts and Jobs Act. For the year ended November 30, 2017, the Company accrued $440,504 for current income tax expense and
$39,035,257 for net deferred income tax benefit. For the year ended November 30, 2016, the Company accrued $1,891,670 for current income tax expense and $60,652,872 for net deferred income tax expense. For the year ended November 30,
2015, the Company accrued $200,550 for current income tax expense and $257,585,058 for net deferred income tax benefit. For the year ended November 30, 2014, the Company accrued $581,000 for current income tax expense and $98,329,597
for net deferred income tax expense. For the year ended November 30, 2013, the Company accrued $141,332,523 for net deferred income tax expense. For the year ended November 30, 2012, the Company accrued $44,677,351 for net deferred
income tax expense. For the year ended November 30, 2011, the Company accrued $20,589 for current income tax benefit and $35,466,770 for net deferred income tax expense. For the period from July 30, 2010 to November 30, 2010, the
Company accrued $50,000 for current income tax expense and $38,533,993 for net deferred income tax expense.
|
(6) |
Represents value of total assets less all liabilities and indebtedness
not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes and credit facility borrowings outstanding at the end of the period.
|
(7) |
Represents value of total assets less all liabilities and indebtedness
not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by the sum of senior notes, credit facility borrowings and preferred stock outstanding at the end of the period.
|
(8) |
Commencement of Operations.
|
Year |
Title of Security
|
Total Principal
Amount/Liquidation
Preference
Outstanding
|
Asset Coverage per
$1,000 of Principal
Amount
|
Asset Coverage per
Share ($25
Liquidation
Preference)
|
Average Estimated
Fair Value Per
$25,000
Denomination or
per Share Amount |
|||||||||||||
2010 |
Notes
|
|||||||||||||||||
Series A Private Senior Notes
|
$
|
12,000,000
|
$
|
5,684
|
$
|
24,851
|
(1)
|
|||||||||||
Series B Private Senior Notes
|
$
|
24,000,000
|
$
|
5,684
|
$
|
24,613
|
(1)
|
|||||||||||
Series C Private Senior Notes
|
$
|
57,000,000
|
$
|
5,684
|
$
|
24,425
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
5,684
|
$
|
24,196
|
(1)
|
|||||||||||
Series E Private Senior Notes
|
$
|
25,000,000
|
$
|
5,684
|
$
|
25,000
|
||||||||||||
Preferred Stock
|
||||||||||||||||||
Series A
|
$
|
25,000,000
|
$
|
106
|
$
|
25
|
(2)
|
|||||||||||
Series B
|
$
|
65,000,000
|
$
|
106
|
$
|
24
|
(2)
|
|||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit Facility
|
$
|
30,700,000
|
$
|
5,684
|
||||||||||||||
$
|
350,700,000
|
2011
|
Notes
|
|||||||||||||||||
Series A Private Senior Notes
|
$
|
12,000,000
|
$
|
5,593
|
$
|
25,214
|
(1)
|
|||||||||||
Series B Private Senior Notes
|
$
|
24,000,000
|
$
|
5,593
|
$
|
25,540
|
(1)
|
|||||||||||
Series C Private Senior Notes
|
$
|
57,000,000
|
$
|
5,593
|
$
|
25,763
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
5,593
|
$
|
25,825
|
(1)
|
|||||||||||
Series E Private Senior Notes
|
$
|
25,000,000
|
$
|
5,593
|
$
|
25,000
|
||||||||||||
Series F Private Senior Notes
|
$
|
15,000,000
|
$
|
5,593
|
$
|
25,000
|
||||||||||||
Series G Private Senior Notes
|
$
|
10,000,000
|
$
|
5,593
|
$
|
26,375
|
(1)
|
|||||||||||
Preferred Stock
|
||||||||||||||||||
Series A
|
$
|
25,000,000
|
$
|
104
|
$
|
25
|
(2)
|
|||||||||||
Series B
|
$
|
65,000,000
|
$
|
104
|
$
|
26
|
(2)
|
|||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit Facility
|
$
|
10,100,000
|
$
|
5,593
|
||||||||||||||
$
|
355,100,000
|
2012
|
Notes | |||||||||||||||||
Series A Private Senior Notes
|
$
|
12,000,000
|
$
|
5,412
|
$
|
25,195
|
(1)
|
|||||||||||
Series B Private Senior Notes
|
$
|
24,000,000
|
$
|
5,412
|
$
|
25,715
|
(1)
|
|||||||||||
Series C Private Senior Notes
|
$
|
57,000,000
|
$
|
5,412
|
$
|
26,426
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
5,412
|
$
|
26,971
|
(1)
|
|||||||||||
Series E Private Senior Notes
|
$
|
25,000,000
|
$
|
5,412
|
$
|
25,000
|
||||||||||||
Series F Private Senior Notes
|
$
|
15,000,000
|
$
|
5,412
|
$
|
25,000
|
||||||||||||
Series G Private Senior Notes
|
$
|
10,000,000
|
$
|
5,412
|
$
|
27,046
|
(1)
|
|||||||||||
Preferred Stock
|
||||||||||||||||||
Series A
|
$
|
25,000,000
|
$
|
102
|
$
|
26
|
(2)
|
|||||||||||
Series B
|
$
|
65,000,000
|
$
|
102
|
$
|
26
|
(2)
|
|||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit Facility
|
$
|
23,900,000
|
$
|
5,412
|
||||||||||||||
$
|
368,900,000
|
2013 | Notes | |||||||||||||||||
Series A Private Senior Notes
|
$
|
$ 12,000,000
|
$
|
5,982
|
$
|
25,139
|
(1)
|
|||||||||||
Series B Private Senior Notes
|
$
|
24,000,000
|
$
|
5,982
|
$
|
25,841
|
(1)
|
|||||||||||
Series C Private Senior Notes
|
$
|
57,000,000
|
$
|
5,982
|
$
|
26,426
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
5,982
|
$
|
26,490
|
(1)
|
|||||||||||
Series E Private Senior Notes
|
$
|
25,000,000
|
$
|
5,982
|
$
|
25,000
|
||||||||||||
Series F Private Senior Notes
|
$
|
15,000,000
|
$
|
5,982
|
$
|
25,000
|
||||||||||||
Series G Private Senior Notes
|
$
|
10,000,000
|
$
|
5,982
|
$
|
26,889
|
(1)
|
|||||||||||
Preferred Stock
|
||||||||||||||||||
Series A
|
$
|
25,000,000
|
$
|
113
|
$
|
26
|
(2)
|
|||||||||||
Series B
|
$
|
65,000,000
|
$
|
113
|
$
|
26
|
(2)
|
|||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
|
$
|
27,200,000
|
$
|
5,982
|
||||||||||||||
$
|
372,200,000
|
2014
|
Notes
|
|||||||||||||||||
Series B Private Senior Notes
|
$
|
24,000,000
|
$
|
4,579
|
$
|
25,627
|
(1)
|
|||||||||||
Series C Private Senior Notes
|
$ |
57,000,000
|
$ |
4,579
|
$ |
26,393
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
4,579
|
$
|
27,172
|
(1)
|
|||||||||||
Series E Private Senior Notes
|
$
|
25,000,000
|
$
|
4,579
|
$
|
25,000
|
||||||||||||
Series G Private Senior Notes
|
$
|
10,000,000
|
$
|
4,579
|
$
|
26,817
|
(1)
|
|||||||||||
Series H Private Senior Notes
|
$
|
45,000,000
|
$
|
4,579
|
$
|
25,000
|
||||||||||||
Series I Private Senior Notes
|
$
|
10,000,000
|
$
|
4,579
|
$
|
25,537
|
(1)
|
|||||||||||
Series J Private Senior Notes
|
$
|
30,000,000
|
$
|
4,579
|
$
|
26,215
|
(1)
|
|||||||||||
Series K Private Senior Notes
|
$
|
35,000,000
|
$
|
4,579
|
$
|
25,000
|
||||||||||||
Preferred Stock
|
||||||||||||||||||
Series A
|
$
|
25,000,000
|
$
|
94
|
$
|
26
|
(2)
|
|||||||||||
Series B
|
$
|
65,000,000
|
$
|
94
|
$
|
26
|
(2)
|
|||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
|
$
|
68,900,000
|
$
|
4,579
|
||||||||||||||
$
|
506,900,000
|
2015
|
Notes | |||||||||||||||||
Series B Private Senior Notes
|
$
|
24,000,000
|
$
|
3,353
|
$
|
25,181
|
(1)
|
|||||||||||
Series C Private Senior Notes
|
$
|
57,000,000
|
$
|
3,353
|
$
|
25,889
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
3,353
|
$
|
26,714
|
(1)
|
|||||||||||
Series E Private Senior Notes
|
$
|
25,000,000
|
$
|
3,353
|
$
|
25,000
|
||||||||||||
Series G Private Senior Notes
|
$
|
10,000,000
|
$
|
3,353
|
$
|
26,177
|
(1)
|
|||||||||||
Series H Private Senior Notes
|
$
|
45,000,000
|
$
|
3,353
|
$
|
25,000
|
||||||||||||
Series I Private Senior Notes
|
$
|
10,000,000
|
$
|
3,353
|
$
|
25,272
|
(1)
|
|||||||||||
Series J Private Senior Notes
|
$
|
30,000,000
|
$
|
3,353
|
$
|
25,909
|
(1)
|
|||||||||||
Series K Private Senior Notes
|
$
|
35,000,000
|
$
|
3,353
|
$
|
25,000
|
||||||||||||
|
||||||||||||||||||
Preferred Stock
|
||||||||||||||||||
Series A
|
$
|
25,000,000
|
$
|
69
|
$
|
25
|
(2)
|
|||||||||||
Series B
|
$
|
65,000,000
|
$
|
69
|
$
|
26
|
(2)
|
|||||||||||
|
||||||||||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility(3)
|
$
|
62,800,000
|
$
|
3,353
|
||||||||||||||
|
$
|
500,800,000
|
2016
|
Notes
|
|||||||||||||||||
Series C Private Senior Notes
|
$
|
57,000,000
|
$
|
4,068
|
$
|
25,586
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
4,068
|
$
|
26,440
|
(1)
|
|||||||||||
Series G Private Senior Notes
|
$
|
10,000,000
|
$
|
4,068
|
$
|
25,768
|
(1)
|
|||||||||||
Series I Private Senior Notes
|
$
|
10,000,000
|
$
|
4,068
|
$
|
25,235
|
(1)
|
|||||||||||
Series J Private Senior Notes
|
$
|
30,000,000
|
$
|
4,068
|
$
|
25,761
|
(1)
|
|||||||||||
Series K Private Senior Notes
|
$
|
35,000,000
|
$
|
4,068
|
$
|
25,000
|
||||||||||||
Series L Private Senior Notes
|
$
|
20,000,000
|
$
|
4,068
|
$
|
25,000
|
||||||||||||
Series M Private Senior Notes
|
$
|
10,000,000
|
$
|
4,068
|
$
|
25,065
|
(1)
|
|||||||||||
|
||||||||||||||||||
Preferred Stock
|
||||||||||||||||||
Series B
|
$
|
65,000,000
|
$
|
76
|
$
|
26
|
(2)
|
|||||||||||
Series C
|
$
|
5,000,000
|
$
|
76
|
$
|
25
|
(2)
|
|||||||||||
Series D
|
$
|
40,000,000
|
$
|
76
|
$
|
25
|
(2)
|
|||||||||||
|
||||||||||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility(3)
|
$
|
46,800,000
|
$
|
4,068
|
||||||||||||||
|
$
|
440,800,000
|
2017
|
Notes
|
|||||||||||||||||
Series C Private Senior Notes
|
$
|
57,000,000
|
$
|
3,589
|
$
|
25,209
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
3,589
|
$
|
26,085
|
(1)
|
|||||||||||
Series G Private Senior Notes
|
$
|
10,000,000
|
$
|
3,589
|
$
|
25,246
|
(1)
|
|||||||||||
Series I Private Senior Notes
|
$
|
10,000,000
|
$
|
3,589
|
$
|
25,101
|
(1)
|
|||||||||||
Series J Private Senior Notes
|
$
|
30,000,000
|
$
|
3,589
|
$
|
25,576
|
(1)
|
|||||||||||
Series K Private Senior Notes
|
$
|
35,000,000
|
$
|
3,589
|
$
|
25,000
|
||||||||||||
Series L Private Senior Notes
|
$
|
20,000,000
|
$
|
3,589
|
$
|
25,000
|
||||||||||||
Series M Private Senior Notes
|
$
|
10,000,000
|
$
|
3,589
|
$
|
25,029
|
(1)
|
|||||||||||
Preferred Stock
|
||||||||||||||||||
Series B
|
$
|
65,000,000
|
$
|
67
|
$
|
25
|
(2)
|
|||||||||||
Series C
|
$
|
5,000,000
|
$
|
67
|
$
|
25
|
(2)
|
|||||||||||
Series D
|
$
|
40,000,000
|
$
|
67
|
$
|
25
|
(2)
|
|||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility(3)
|
$
|
49,800,000
|
$
|
3,589
|
||||||||||||||
$
|
443,800,000
|
2018
|
Notes
|
|||||||||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
3,719
|
$
|
25,565
|
(1)
|
|||||||||||
Series J Private Senior Notes
|
$
|
30,000,000
|
$
|
3,719
|
$
|
25,181
|
(1)
|
|||||||||||
Series K Private Senior Notes
|
$
|
35,000,000
|
$
|
3,719
|
$
|
25,000
|
||||||||||||
Series L Private Senior Notes
|
$
|
20,000,000
|
$
|
3,719
|
$
|
25,000
|
||||||||||||
Series M Private Senior Notes
|
$
|
10,000,000
|
$
|
3,719
|
$
|
24,787
|
(1)
|
|||||||||||
Series N Private Senior Notes
|
$
|
32,000,000
|
$
|
3,719
|
$
|
24,726
|
(1)
|
|||||||||||
Series O Private Senior Notes
|
$
|
25,000,000
|
$
|
3,719
|
$
|
24,865
|
(1)
|
|||||||||||
Series P Private Senior Notes
|
$
|
20,000,000
|
$
|
3,719
|
$
|
25,302
|
(1)
|
|||||||||||
Series Q Private Senior Notes
|
$
|
15,000,000
|
$
|
3,719
|
$
|
25,537
|
(1)
|
|||||||||||
Series R Private Senior Notes
|
$
|
13,000,000
|
$
|
3,719
|
$
|
25,625
|
(1)
|
|||||||||||
Preferred Stock
|
||||||||||||||||||
Series C
|
$
|
5,000,000
|
$
|
69
|
$
|
25
|
(2)
|
|||||||||||
Series D
|
$
|
40,000,000
|
$
|
69
|
$
|
25
|
(2)
|
|||||||||||
Series E
|
$
|
40,000,000
|
$
|
69
|
$
|
25
|
(2)
|
|||||||||||
Series F
|
$
|
25,000,000
|
$
|
69
|
$
|
25
|
(2)
|
|||||||||||
Series G
|
$
|
22,000,000
|
$
|
69
|
$
|
25
|
(2)
|
|||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility(3)
|
$
|
73,100,000
|
$
|
3,719
|
||||||||||||||
$
|
517,100,000
|
(1) |
The estimated fair value of each series of fixed-rate Notes was calculated by discounting future cash flows by a rate equal to the current U.S. Treasury rate with
an equivalent maturity date, plus either 1) the spread between the interest rate on recently issued debt and the U.S. Treasury rate with a similar maturity date or 2) if there has not been a recent debt issuance, the spread between the
AAA corporate finance debt rate and the U.S. Treasury rate with an equivalent maturity date plus the spread between the fixed rates of the Notes and the AAA corporate finance debt rate. The estimated fair value of the Series E, Series H,
Series K and Series L Notes approximates the carrying amount because the interest rates fluctuate with changes in interest rates available in the current market.
|
(2) |
The estimated fair value of each series of MRP Shares was calculated by discounting future cash flows by a rate equal to the current U.S. Treasury rate with an
equivalent maturity date, plus either 1) the spread between the interest rate on recently issued preferred stock and the U.S. Treasury rate with a similar maturity date or 2) if there has not been a recent preferred stock issuance, the
spread between the AA corporate finance debt rate and the U.S. Treasury rate with an equivalent maturity date plus the spread between the fixed rates of the MRP Stock and the AA corporate finance debt rate.
|
(3) |
On June 15, 2015, we entered into an amended and restated credit agreement establishing a $117,000,000 unsecured credit facility maturing on June 13, 2017. On June
12, 2017, we entered into an amendment to the amended and restated credit agreement establishing a $97,000,000 unsecured credit facility maturing on June 12, 2019. We currently expect to seek to renew the credit facility at an amount
sufficient to meet our operating needs.
|
Market Price(1)
|
Premium/(Discount) to NAV(3)
|
|||||||||||||||||||
Month Ended
|
High
|
Low
|
NAV(2)
|
High
|
Low
|
|||||||||||||||
January 31, 2017
|
20.39
|
19.04
|
20.11
|
1.4
|
%
|
-5.3
|
%
|
|||||||||||||
February 28, 2017
|
21.77
|
20.26
|
20.82
|
4.6
|
%
|
-2.7
|
%
|
|||||||||||||
March 31, 2017
|
20.78
|
19.34
|
20.84
|
-0.3
|
%
|
-7.2
|
%
|
|||||||||||||
April 30, 2017
|
20.73
|
19.80
|
20.57
|
0.8
|
%
|
-3.7
|
%
|
|||||||||||||
May 31, 2017
|
20.46
|
18.99
|
20.32
|
0.7
|
%
|
-6.5
|
%
|
|||||||||||||
June 30, 2017
|
19.46
|
17.85
|
18.81
|
3.5
|
%
|
-5.1
|
%
|
|||||||||||||
July 31, 2017
|
19.60
|
18.80
|
18.60
|
5.4
|
%
|
1.1
|
%
|
|||||||||||||
August 31, 2017
|
19.46
|
17.25
|
18.86
|
3.2
|
%
|
-8.5
|
%
|
|||||||||||||
September 30, 2017
|
18.29
|
17.92
|
17.44
|
4.9
|
%
|
2.8
|
%
|
|||||||||||||
October 31, 2017
|
18.41
|
16.22
|
17.59
|
4.7
|
%
|
-7.8
|
%
|
|||||||||||||
November 30, 2017
|
17.53
|
15.12
|
16.65
|
5.3
|
%
|
-9.2
|
%
|
|||||||||||||
December 31, 2017
|
17.56
|
15.47
|
15.96
|
10.0
|
%
|
-3.1
|
%
|
|||||||||||||
January 31, 2018
|
21.07
|
18.40
|
17.80
|
18.4
|
%
|
3.4
|
%
|
|||||||||||||
February 28, 2018
|
20.38
|
17.54
|
19.16
|
6.4
|
%
|
-8.5
|
%
|
|||||||||||||
March 31, 2018
|
17.68
|
15.70
|
16.40
|
7.8
|
%
|
-4.3
|
%
|
|||||||||||||
April 30, 2018
|
17.97
|
15.85
|
14.91
|
20.5
|
%
|
6.3
|
%
|
|||||||||||||
May 31, 2018
|
19.41
|
17.74
|
16.29
|
19.2
|
%
|
8.9
|
%
|
|||||||||||||
June 30, 2018
|
18.70
|
16.89
|
16.93
|
10.5
|
%
|
-0.2
|
%
|
|||||||||||||
July 31, 2018
|
16.65
|
15.38
|
16.48
|
1.0
|
%
|
-6.7
|
%
|
|||||||||||||
August 31, 2018
|
16.74
|
15.82
|
16.55
|
1.1
|
%
|
-4.4
|
%
|
|||||||||||||
September 30, 2018
|
16.56
|
15.75
|
17.05
|
-2.9
|
%
|
-7.6
|
%
|
|||||||||||||
October 31, 2018
|
16.31
|
14.19
|
16.62
|
-1.9
|
%
|
-14.6
|
%
|
|||||||||||||
November 30, 2018
|
14.93
|
13.19
|
15.05
|
-0.8
|
%
|
-12.4
|
%
|
|||||||||||||
December 31, 2018
|
14.10
|
11.09
|
14.48
|
-2.6
|
%
|
-23.4
|
%
|
|||||||||||||
January 31, 2019
|
14.37
|
12.60
|
12.93
|
11.1
|
%
|
-2.6
|
%
|
|||||||||||||
February 28, 2019
|
14.83
|
13.66
|
14.95
|
-0.8
|
%
|
-8.6
|
%
|
(1) |
Based on high and low closing market price for the respective month.
|
(2) |
Based on the NAV calculated at the beginning of the respective month, which is calculated on the close of business on the last business day of the prior month.
|
(3) |
Calculated based on the market value and net asset value information presented in the table. Percentages are rounded.
|
Title of Class
|
Amount
Authorized
|
Amount Held by
the Company or
for its Account
|
Amount
Outstanding
|
|||||||
Common Stock
|
100,000,000
|
0
|
63,208,377
|
|||||||
Notes:
|
||||||||||
Series D(1)
|
$
|
112,000,000
|
0
|
$
|
112,000,000
|
|||||
Series J(2)
|
$
|
30,000,000
|
0
|
$
|
30,000,000
|
|||||
Series K(3)
|
$
|
35,000,000
|
0
|
$
|
35,000,000
|
|||||
Series L(4)
|
$
|
20,000,000
|
0
|
$
|
20,000,000
|
|||||
Series M(5)
|
$
|
10,000,000
|
0
|
$
|
10,000,000
|
|||||
Series N(6)
|
$
|
32,000,000
|
0
|
$
|
32,000,000
|
|||||
Series O(7)
|
$
|
25,000,000
|
0
|
$
|
25,000,000
|
|||||
Series P(8)
|
$
|
20,000,000
|
0
|
$
|
20,000,000
|
|||||
Series Q(9)
|
$
|
15,000,000
|
0
|
$
|
15,000,000
|
|||||
Series R(10)
|
$
|
13,000,000
|
0
|
$
|
13,000,000
|
|||||
Preferred Stock:
|
||||||||||
Series C(11)
|
$
|
5,000,000
|
0
|
$
|
5,000,000
|
|||||
Series D(12)
|
$
|
40,000,000
|
0
|
$
|
40,000,000
|
|||||
Series E(13)
|
$
|
40,000,000
|
0
|
$
|
40,000,000
|
|||||
Series F(14)
|
$
|
25,000,000
|
0
|
$
|
25,000,000
|
|||||
Series G(15)
|
$
|
22,000,000
|
0
|
$
|
22,000,000
|
(1) |
The Series D Notes mature on December 15, 2020 and bear a fixed interest rate of 4.29%.
|
(2) |
The Series J Notes mature on April 17, 2021 and bear a fixed interest rate of 3.72%.
|
(3) |
The Series K Notes mature on September 9, 2019 and bear a floating interest rate of 3-month LIBOR plus 1.30%.
|
(4) |
The Series L Notes mature on April 17, 2021 and bear a floating interest rate of 3-month LIBOR plus 1.45%.
|
(5) |
The Series M Notes mature on April 17, 2021 and bear a fixed interest rate of 3.06%.
|
(6) |
The Series N Notes mature on December 13, 2024 and bear a fixed interest rate of 3.18%.
|
(7) |
The Series O Notes mature on December 13, 2027 and bear a fixed interest rate of 3.47%.
|
(8) |
The Series P Notes mature on October 16, 2023 and bear a fixed interest rate of 3.79%.
|
(9) |
The Series Q Notes mature on October 16, 2025 and bear a fixed interest rate of 3.97%.
|
(10) |
The Series R Notes mature on October 16, 2026 and bear a fixed interest rate of 4.02%.
|
(11) |
The Series C MRP Shares have a mandatory redemption date of December 8, 2020 and bear a fixed interest rate of 3.73%.
|
(12) |
The Series D MRP Shares have a mandatory redemption date of December 8, 2022 and bear a fixed interest rate of 4.19%.
|
(13) |
The Series E MRP Shares have a mandatory redemption date of December 13, 2024 and bear a fixed interest rate of 3.78%.
|
(14) |
The Series F MRP Shares have a mandatory redemption date of December 13, 2027 and bear a fixed interest rate of 4.07%.
|
(15) |
The Series G MRP Shares have a mandatory redemption date of October 16, 2023 and bear a fixed interest rate of 4.39%.
|
· |
Upstream: the production of energy resources, including crude oil, natural gas and coal from proved reserves by companies with mature, developed and long-lived
assets.
|
· |
Midstream: the transportation, gathering, processing and storing of natural gas, NGLs, crude oil, refined petroleum products and other resources in a form that is
usable by wholesale power generation, utility, petrochemical, industrial and gasoline customers, including pipelines, gas processing plants, liquefied natural gas storage facilities and others.
|
· |
Downstream: the refining, marketing and distribution of refined energy sources, such as customer-ready natural gas, propane and gasoline, to end-user customers, and
the generation, transmission and distribution of power and electricity. Included in downstream is renewable energy generation such as wind and solar.
|
· |
Pipeline Entities. Pipeline entities are common carrier
transporters of natural gas, NGLs (primarily propane, ethane, butane and natural gasoline), crude oil or refined petroleum products (gasoline, diesel fuel and jet fuel). Pipeline entities may also operate ancillary businesses such as
storage and marketing of such products. Revenue is derived from capacity and transportation fees. Historically, pipeline output has been less exposed to cyclical economic forces due to its low cost structure and government-regulated
nature. In addition, most pipeline entities have limited direct commodity price exposure because they do not own the product being shipped.
|
· |
Gathering and Processing Entities. Gathering and processing
entities are gatherers and processors of natural gas as well as providers of transportation, fractionation and storage of NGLs. Revenue is derived from providing services to natural gas producers, which require treatment or processing
before their natural gas commodity can be marketed to utilities and other end user markets. Revenue for the processor may be fee based or tied to the prices of the natural gas and NGL commodities.
|
· |
Propane Entities. Propane entities are distributors of propane
to homeowners for space and water heating. Revenue is derived from the resale of the commodity at a margin over wholesale cost. The ability to maintain margin is a key to profitability. Propane serves approximately 3% of the household
energy needs in the United States, largely for homes beyond the geographic reach of natural gas distribution pipelines. Approximately 70% of annual cash flow is earned during the winter heating season (October through March). Accordingly,
volumes are weather dependent, but have utility type functions similar to electricity and natural gas.
|
· |
Marine Shipping Entities. Marine shipping entities are primarily
marine transporters of natural gas, crude oil or refined petroleum products. Marine shipping entities derive revenue from charging customers for the transportation of these products utilizing the entities’ vessels. Transportation services
are typically provided pursuant to a charter or contract, the terms of which vary depending on, for example, the length of use of a particular vessel, the amount of cargo transported, the number of voyages made, the parties operating a
vessel or other factors.
|
· |
review of historical and prospective financial information;
|
· |
quarterly updates and conference calls;
|
· |
analysis of financial models and projections;
|
· |
meetings with management and key employees;
|
· |
on-site visits; and
|
· |
screening of relevant partnership and other key documents.
|
· |
Under normal circumstances, we invest at least 80% of our Total Assets in equity securities of midstream energy entities in the energy infrastructure sector,
including MLPs, with at least 50% of our Total Assets in equity securities of natural gas infrastructure entities.
|
· |
We may invest up to 50% of our Total Assets in restricted securities, primarily through direct placements. Restricted securities, whether issued by public companies
or private companies, are generally considered illiquid. The aggregate of all our investments in private companies that do not have any publicly traded shares or units is limited to 5% of our Total Assets.
|
· |
We will not invest more than 10% of our Total Assets in any single issuer.
|
· |
We will not engage in short sales.
|
· |
We may write covered call options, up to 5% of our Total Assets.
|
Common Units
(for MLPs Taxed as
Partnerships)(1)
|
Convertible Subordinated
Units
(for MLPs Taxed as
Partnerships)
|
||
Voting Rights
|
Limited to certain significant decisions; no annual election of directors
|
Same as common units
|
|
Dividend Priority
|
First right to MQD specified in Partnership Agreement; arrearage rights
|
Second right to MQD; no arrearage rights; may be paid in additional units
|
|
Dividend Rate
|
Minimum set in Partnership Agreement; participate pro rata with subordinated after both MQDs are met
|
Equal in amount to common units; participate pro rata with common units above the MQD
|
|
Trading
|
Listed on NYSE, NYSE MKT LLC and NASDAQ National Market
|
Not publicly traded
|
Federal Income Tax
Treatment
|
Generally, ordinary income to the extent of taxable income allocated to holder; distributions are tax-deferred return of capital to extent of
holder’s basis; remainder as capital gain
|
Same as common units
|
|
Type of Investor
|
Retail; creates unrelated business taxable income for tax-exempt investor; investment by regulated investment companies limited to 25% of
total assets
|
Same as common units
|
|
Liquidity Priority
|
Intended to receive return of all capital first
|
Second right to return of capital; pro rata with common units thereafter
|
|
Conversion Rights
|
None
|
Typically one-to-one ratio into common units
|
(1) |
Some energy infrastructure companies in which we may invest have been organized as LLCs. Such LLCs are treated in the same manner as MLPs for federal income tax
purposes. Common units of LLCs have similar characteristics of those of MLP common units, except that LLC common units typically have voting rights with respect to the LLC, and LLC common units held by management are not entitled to
increased percentages of cash distributions as increased levels of cash distributions are received by the LLC. The characteristics of LLCs and their common units are more fully discussed below.
|
Management Fee
|
0.95
|
%
|
||
Other Expenses (excluding current and deferred income tax expenses)
|
0.09
|
%
|
||
Subtotal
|
1.04
|
%
|
||
Interest Payments on Borrowed Funds (includes issuance costs)
|
1.00
|
%
|
||
Distribution Payments on Preferred Stock (includes issuance costs)
|
0.37
|
%
|
||
Total Leverage Costs
|
1.37
|
%
|
||
Total Annual Expenses (as a percentage of Managed Assets) (excluding current and deferred income tax
expenses)
|
2.41
|
%
|
Title of Security
|
Aggregate Principal
Amount/Liquidation
Preference
|
Remaining
Term of Rate
Period
|
Interest/Dividend
Rate per Annum
|
||||||
Notes:
|
|||||||||
Series D
|
$
|
112,000,000
|
2.0 years through 12/15/20
|
4.29
|
%
|
||||
Series J
|
$
|
30,000,000
|
2.4 years through 4/17/21
|
3.72
|
%
|
||||
Series K
|
$
|
35,000,000
|
3 months
|
3.63
|
%
|
||||
Series L
|
$
|
20,000,000
|
3 months
|
3.90
|
%
|
||||
Series M
|
$
|
10,000,000
|
2.4 years through 4/17/21
|
3.06
|
%
|
||||
Series N
|
$
|
32,000,000
|
6.0 years through 12/13/24
|
3.18
|
%
|
||||
Series O
|
$
|
25,000,000
|
9.0 years through 12/13/27
|
3.47
|
%
|
||||
Series P
|
$
|
20,000,000
|
4.9 years through 10/16/23
|
3.79
|
%
|
||||
Series Q
|
$
|
15,000,000
|
6.9 years through 10/16/25
|
3.97
|
%
|
||||
Series R
|
$
|
13,000,000
|
7.9 years through 10/16/26
|
4.02
|
%
|
||||
Preferred Stock:
|
|||||||||
Series C MRP Shares
|
$
|
5,000,000
|
2.0 years through 12/8/20
|
3.73
|
%
|
||||
Series D MRP Shares
|
$
|
40,000,000
|
4.0 years through 12/8/22
|
4.19
|
%
|
||||
Series E MRP Shares
|
$
|
40,000,000
|
6.0 years through 12/13/24
|
3.78
|
%
|
||||
Series F MRP Shares
|
$
|
25,000,000
|
9.0 years through 12/13/27
|
4.07
|
%
|
||||
Series G MRP Shares
|
$
|
22,000,000
|
4.9 years through 10/16/23
|
4.39
|
%
|
||||
Unsecured Revolving Credit Facility
|
$
|
73,100,000
|
3.55
|
%
|
|||||
$
|
517,100,000
|
Assumed Portfolio Return
(Net of Expenses)
|
||||||||||||||||||||
(10
|
)%
|
(5
|
)%
|
0
|
%
|
5
|
%
|
10
|
%
|
|||||||||||
Corresponding Common Share Return
|
(19.73
|
)%
|
(11.05
|
)%
|
(2.36
|
)%
|
6.33
|
%
|
15.02
|
%
|
· |
The profitability of midstream energy entities, particularly processing and pipeline entities, may be materially impacted by the volume of natural gas or other energy
commodities available for transporting, processing, storing or distributing. A significant decrease in the production of natural gas, oil or other energy commodities, due to a decline in production from existing facilities, import
supply disruption, depressed commodity prices or otherwise, would reduce revenue and operating income of such entities and, therefore, the ability of such entities to make distributions to shareholders or partners.
|
· |
Processing entities and propane entities may be directly affected by energy commodity prices. The volatility of commodity prices can indirectly affect certain other
midstream entities due to the impact of prices on the volume of commodities transported, processed, stored or distributed. Most pipeline entities have limited direct commodity price exposure because they do not own the underlying
energy commodity.
|
· |
A sustained decline in demand for natural gas, crude oil, and refined petroleum products could adversely affect midstream energy entity revenues and cash flows. Factors
that could lead to a decrease in market demand include a recession or other adverse economic conditions, an increase in the market price of the underlying commodity, higher taxes or other regulatory actions that increase costs, or a
shift in consumer demand for such products. Demand may also be adversely impacted by consumer sentiment with respect to global warming and/or by any state or federal legislation intended to promote the use of alternative energy
sources such as bio-fuels, solar and wind.
|
· |
Climate change regulation could result in increased operations and capital costs for certain companies in which we invest. Voluntary initiatives and mandatory controls
have been adopted or are being discussed both in the United States and worldwide to reduce emissions of “greenhouse gases” such as carbon dioxide, a by-product of burning fossil fuels, which some scientists and policymakers believe
contribute to global climate change. These measures and future measures could result in increased costs to certain companies in which we invest to operate and maintain facilities and administer and manage a greenhouse gas emissions
program and may reduce demand for fuels that generate greenhouse gases and that are managed or produced by companies in which we may invest.
|
· |
A portion of any one midstream energy entity’s assets may be dedicated to natural gas reserves and other commodities that naturally deplete over time, which could have a
materially adverse impact on an entity’s ability to make distributions. Midstream energy entities often depend upon exploration and development activities by third parties.
|
· |
Midstream energy entities employ a variety of means of increasing cash flow, including increasing utilization of existing facilities, expanding operations through new
construction, expanding operations through acquisitions, or securing additional long-term contracts. Thus, some midstream energy entities may be subject to construction risk, acquisition risk or other risk factors arising from their
specific business strategies. A significant slowdown in large energy companies’ disposition of energy infrastructure assets and other merger and acquisition activity in the midstream energy industry could reduce the growth rate of
cash flows that we receive from entities that grow through acquisitions.
|
· |
The profitability of midstream energy entities could be adversely affected by changes in the regulatory environment. Companies in the energy infrastructure sector are
subject to significant federal, state provincial and local government regulation in virtually every aspect of their operations, including how facilities are constructed, maintained and operated, environmental and safety controls, and
the prices they may charge for the products and services they provide. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to
administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase compliance costs and may adversely
affect the financial performance of companies in the energy sector.
|
· |
Natural risks, such as earthquakes, floods, lightning, hurricanes, tsunamis, tornadoes and wind, are inherent risks in energy infrastructure company operations. For
example, extreme weather patterns, such as Hurricane Ivan in 2004 and Hurricanes Katrina and Rita in 2005, the Tohuku earthquake and resulting tsunami in Japan in 2011, Hurricane Sandy in 2012 and Hurricane Harvey in 2017, or the
threat thereof, could result in substantial damage to the facilities of certain companies located in the affected areas and significant volatility in the supply of energy and could adversely impact the prices of the securities in
which we invest. This volatility may create fluctuations in commodity prices and earnings of companies in the energy infrastructure industry.
|
· |
A rising interest rate environment could adversely impact the performance of midstream energy entities. Rising interest rates could limit the capital appreciation of
equity securities of such entities as a result of the increased availability of alternative investments at competitive yields. Rising interest rates also may increase a midstream energy entity’s cost of capital. A higher cost of
capital could limit growth from acquisition/expansion projects and limit such entity’s distribution growth rates.
|
· |
Since the September 11, 2001 terrorist attacks, the U.S. Government has issued public warnings indicating that energy assets, specifically those related to pipeline
infrastructure, production facilities and transmission and distribution facilities, might be specific targets of terrorist activity. The continued threat of terrorism and related military activity likely will increase volatility for
prices in natural gas and oil and could affect the market for products of midstream energy entities.
|
· |
Midstream energy entities face operating risks, including the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental
hazards. Environmental hazards include pipeline ruptures, gas leaks, oil spills, or discharges of toxic gases. If any of these operating risks occur, it could cause substantial losses to the given energy company. Substantial losses
may be caused by injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties and
suspension of operations. In accordance with industry practice, companies in the energy infrastructure sector generally maintain insurance against some, but not all, of the risks described above, and this insurance may not be adequate
to cover losses or liabilities.
|
· |
Pipeline entities are subject to demand for natural gas, crude oil or refined products in the markets served by the pipeline, sharp decreases in natural gas or crude oil
prices that cause producers to curtail production or reduce capital spending for exploration activities, and environmental regulation. Demand for gasoline, which accounts for a substantial portion of refined product transportation,
depends on price, prevailing economic conditions in the markets served, and demographic and seasonal factors. Pipeline entity equity prices are primarily driven by distribution growth rates and prospects for distribution growth.
Pipeline entities are subject to regulation by FERC with respect to tariff rates these companies may charge for pipeline transportation services. An adverse determination by FERC with respect to the tariff rates of a pipeline entity
could have a material adverse effect on the business, financial condition, results of operations and cash flows of that pipeline entities and its ability to make cash distributions to its equity owners. The costs of natural gas
pipeline entities to perform services may exceed the negotiated rates under “negotiated rate” contracts, which would decrease their cash flow available for distribution to their equityholders. Under FERC policy, a regulated service
provider and a customer may mutually agree to sign a contract for service at a “negotiated rate” which may be above or below the FERC regulated “recourse rate” for that service, and that contract must be filed and accepted by FERC.
These “negotiated rate” contracts are not generally subject to adjustment for increased costs which could be produced by inflation, increases in cost of capital and taxes or other factors relating to the specific facilities being used
to perform the services. Any shortfall of revenue, representing the difference between “recourse rates” (if higher) and negotiated rates, under current FERC policy is generally not recoverable from other shippers. In addition,
substantially all natural gas pipeline revenues are generated under contracts which expire periodically and must be renegotiated and extended or replaced. If the new terms are not as favorable as the existing contracts, natural gas
pipeline entities could suffer a material reduction in their revenues, earnings and cash flows. Certain midstream energy entities regulated by the FERC have the right, but are not obligated, to redeem all of their common equity held
by an investor who is not subject to U.S. federal income taxation at market value, with the purchase price payable in cash or via a three-year interest-bearing promissory note. In the event any midstream energy entity in which we
invest undertakes a redemption of their common equity, the financial condition and results of operation of such entity could be adversely impacted.
|
· |
Processing entities are subject to declines in production of natural gas fields, which utilize the processing facilities as a way to market the gas, prolonged depression
in the price of natural gas, which curtails production due to lack of drilling activity and declines in the prices of NGL products and natural gas prices, resulting in lower processing margins.
|
· |
Propane entities are subject to earnings variability based upon weather patterns in the locations where the company operates and the wholesale cost of propane sold to end
customers. Propane entity equity prices are based on safety in distribution coverage ratios, interest rate environment and, to a lesser extent, distribution growth.
|
· |
Marine shipping entities are subject to the demand for, and the level of consumption of, natural gas, refined petroleum products or crude oil in the markets served by the
marine shipping entities, which in turn could affect the demand for tank vessel capacity and charter rates. These entities’ vessels and their cargoes are also subject to the risks of being damaged or lost due to marine disasters, bad
weather, mechanical failures, grounding, fire, explosions and collisions, human error, piracy, and war and terrorism.
|
· |
Cash Flow Risk. We expect to derive substantially all of our cash flow from
investments in equity securities of MLPs and their affiliates. The amount of cash that we will have available to pay or distribute to holders of our securities depends on the ability of the MLPs whose securities we hold to make
distributions to their partners and the tax character of those distributions. We will not control the actions of underlying MLPs. The amount of cash that each individual MLP can distribute to its partners will depend on the amount of
cash it generates from operations, which will vary from quarter to quarter depending on factors affecting the energy infrastructure market generally and on factors affecting the particular business lines of the MLP. Available cash
will also depend on the MLPs’ level of operating costs (including incentive distributions to the general partner), level of capital expenditures, debt service requirements, acquisition costs (if any), fluctuations in working capital
needs and other factors.
|
· |
Tax Risk of MLPs. Our ability to meet our investment objective will depend on
the level of taxable income, dividends and distributions we receive from the MLPs and other securities of energy infrastructure companies in which we invest, a factor over which we have no control. The benefit that we derive from our
investment in MLPs depends largely on the MLPs being treated as partnerships for federal income tax purposes. As a partnership, an MLP has no federal income tax liability at the entity level. If, as a result of a change in current law
or a change in an MLP’s business, an MLP were treated as a corporation for federal income tax purposes, the MLP would be obligated to pay federal income tax on its taxable income at the corporate tax rate. If an MLP were classified as
a corporation for federal income tax purposes, the amount of cash available for distribution would be reduced and the distributions we receive might be taxed entirely as dividend income. Therefore, treatment of one or more MLPs as a
corporation for federal income tax purposes could affect our ability to meet our investment objective and would reduce the amount of cash available to pay or distribute to holders of our securities.
|
· |
Deferred Tax Risks of MLPs. As a limited partner in the MLPs in which we invest,
we will be required to include in our taxable income a pro rata share of income, gains, losses and deductions from each MLP without regard to cash distributions from the MLP. Historically, a significant portion of income from such
MLPs has been offset by tax deductions. We will incur a current tax liability on our share of that portion of an MLP’s income and gains that is not offset by tax deductions and losses. The percentage of an MLP’s income and gains which
is offset by tax deductions and losses will fluctuate over time for various reasons. A significant slowdown in acquisition activity by MLPs held in our portfolio could result in a reduction of accelerated depreciation generated by new
acquisitions, which may result in increased current income tax liability to us.
|
· |
There are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given
covered call option transaction not to achieve its objectives. A decision as to whether, when and how to use covered calls (or other options) involves the exercise of skill and judgment, and even a well-conceived transaction may be
unsuccessful because of market behavior or unexpected events.
|
· |
The use of options may require us to sell portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation
we can realize on an investment, or may cause us to hold a security we might otherwise sell. As the writer of a covered call option, we forego, during the option’s life, the opportunity to profit from increases in the market value
of the security covering the call option above the exercise price of the call option, but retain the risk of loss should the price of the underlying security decline. Although such loss would be offset in part by the option premium
received, in a situation in which the price of a particular stock on which we have written a covered call option declines rapidly and materially or in which prices in general on all or a substantial portion of the stocks on which we
have written covered call options decline rapidly and materially, we could sustain material depreciation or loss to the extent we do not sell the underlying securities (which may require it to terminate, offset or otherwise cover
our option position as well).
|
· |
There can be no assurance that a liquid market will exist when we seek to close out an option position. If we were unable to close out a covered call option that we had
written on a security, we would not be able to sell the underlying security unless the option expired without exercise. Reasons for the absence of a liquid secondary market for exchange-traded options may include, but are not
limited to, the following: (i) there may be insufficient trading interest; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the trading facilities may not be adequate to handle
current trading volume; or (vi) the relevant exchange could discontinue the trading of options. In addition, our ability to terminate over-the-counter options may be more limited than with exchange-traded options and may involve the
risk that counterparties participating in such transactions will not fulfill their obligations.
|
· |
The principal factors affecting the market value of an option include supply and demand, interest rates, the current market price of the underlying security in relation
to the exercise price of the option, the dividend or distribution yield of the underlying security, the actual or perceived volatility of the underlying security and the time remaining until the expiration date. Any of the foregoing
could impact or cause to vary over time the amount of income we are able to generate through our covered call option strategy.
|
· |
The number of covered call options we can write is limited by the number of shares of the corresponding common stock we hold. Furthermore, our covered call option
transactions may be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which such options are traded.
|
· |
If we fail to maintain any required asset coverage ratios in connection with any use by us of leverage, we may be required to redeem or prepay some or all of our
leverage instruments. Such redemption or prepayment would likely result in our seeking to terminate early all or a portion of any option transaction. Early termination of an option could result in a termination payment by or to us.
|
· |
The value for equity securities and equity-related securities is determined by using readily available market quotations from the principal market. For equity and
equity-related securities that are freely tradable and listed on a securities exchange or over the counter market, value is determined using the last sale price on that exchange or over-the-counter market on the measurement date. If
the security is listed on more than one exchange, we will use the price of the exchange that we consider to be the principal exchange on which the security is traded. Securities listed on the NASDAQ will be valued at the NASDAQ
Official Closing Price, which may not necessarily represent the last sale price. If a security is traded on the measurement date, then the last reported sale price on the exchange or over-the-counter (“OTC”) market on which the
security is principally traded, up to the time of valuation, is used. If there were no reported sales on the security’s principal exchange or OTC market on the measurement date, then the average between the last bid price and last
asked price, as reported by the pricing service, shall be used. We will obtain direct written broker-dealer quotations if a security is not traded on an exchange or quotations are not available from an approved pricing service.
Exchange-traded options will be valued at the mean of the best bid and best asked prices across all option exchanges.
|
· |
An equity security of a publicly traded company acquired in a private placement transaction without registration is subject to restrictions on resale that can affect the
security’s liquidity and value. Such securities that are convertible into publicly traded common shares or securities that may be sold pursuant to Rule 144 will generally be valued based on the value of the freely tradable common
share counterpart less an applicable discount. Generally, the discount will initially be equal to the discount at which we purchased the securities. To the extent that such securities are convertible or otherwise become freely
tradable within a time frame that may be reasonably determined, an amortization schedule may be determined for the discount.
|
· |
Fixed income securities (other than the short-term securities as described below) are valued by (i) using readily available market quotations based upon the last updated
sale price or a market value from an approved pricing service generated by a pricing matrix based upon yield data for securities with similar characteristics or (ii) by obtaining a direct written broker-dealer quotation from a dealer
who has made a market in the security.
|
· |
A fixed income security acquired in a private placement transaction without registration is subject to restrictions on resale that can affect the security’s liquidity and
value. Among the various factors that can affect the value of a privately placed security are (i) whether the issuing company has freely trading fixed income securities of the same maturity and interest rate (either through an initial
public offering or otherwise); (ii) whether the company has an effective registration statement in place for the securities; and (iii) whether a market is made in the securities. The securities normally will be valued at amortized
cost unless the portfolio company’s condition or other factors lead to a determination of value at a different amount.
|
· |
Short-term securities, including bonds, notes, debentures and other fixed income securities, and money market instruments such as certificates of deposit, commercial
paper, bankers’ acceptances and obligations of domestic and foreign banks, with remaining maturities of 60 days or less, for which reliable market quotations are readily available are valued on an amortized cost basis.
|
· |
Other assets will be valued at market value pursuant to written valuation procedures adopted by our Board of Directors, or if a market value cannot be obtained or if our
Adviser determines that the value of a security as so obtained does not represent value as of the measurement date (due to a significant development subsequent to the time its price is determined or otherwise), value shall be
determined pursuant to the methodologies established by our Board of Directors.
|
· |
the form and title of the security;
|
· |
the aggregate liquidation preference of preferred stock;
|
· |
the distribution rate of the preferred stock;
|
· |
any optional or mandatory redemption provisions;
|
· |
any provisions concerning conversion, amortization, sinking funds, and/or retirement;
|
· |
any transfer agent, paying agents or security registrar; and
|
· |
any other terms of the preferred stock.
|
• |
the form and title of the security;
|
• |
the aggregate principal amount of the securities;
|
• |
the interest rate of the securities;
|
• |
the maturity dates on which the principal of the securities will be payable;
|
• |
any events of default or covenants;
|
• |
any optional or mandatory redemption provisions;
|
• |
any provisions concerning conversion, amortization, sinking funds, and/or retirement;
|
• |
the trustees, transfer agent, paying agents or security registrar; and
|
• |
any other terms of the securities.
|
· |
default in the payment of any interest upon a series of debt securities when it becomes due and payable and the continuance of such default for 30 days;
|
· |
default in the payment of the principal of, or premium on, a series of debt securities at its stated maturity;
|
· |
default in the performance, or breach, of any covenant or warranty of ours in any document governing the Notes, and continuance of such default or breach for a period of
90 days after written notice has been given to us;
|
· |
certain voluntary or involuntary proceedings involving us and relating to bankruptcy, insolvency or other similar laws;
|
· |
if, on the last business day of each of twenty-four consecutive calendar months, the debt securities have a 1940 Act asset coverage of less than 100%; or
|
· |
any other “event of default” provided with respect to a series, including a default in the payment of any redemption price payable on the redemption date.
|
· |
DTC notifies us that it is unwilling or unable to continue as a depository and we do not appoint a successor within 60 days;
|
· |
we, at our option, notify the appropriate party in writing that we elect to cause the issuance of notes in definitive form; or
|
· |
an event of default has occurred and is continuing.
|
· |
the names and addresses of any agents, underwriters or dealers;
|
· |
any sales loads or other items constituting underwriters’ compensation;
|
· |
any discounts, commissions, or fees allowed or paid to dealers or agents;
|
· |
the public offering or purchase price of the offered securities and the net proceeds we will receive from the sale; provided, however, that we will not receive any of the
proceeds from a sale of our common stock by any selling stockholder; and
|
· |
any securities exchange on which the offered securities may be listed.
|
· |
An overallotment in connection with an offering creates a short position in the common stock for the underwriter’s own account.
|
· |
An underwriter may place a stabilizing bid to purchase the common stock for the purpose of pegging, fixing, or maintaining the price of the common stock.
|
· |
Underwriters may engage in syndicate covering transactions to cover overallotments or to stabilize the price of the common stock by bidding for, and purchasing, the
common stock or any other securities in the open market in order to reduce a short position created in connection with the offering.
|
· |
The managing underwriter may impose a penalty bid on a syndicate member to reclaim a selling concession in connection with an offering when the common stock originally
sold by the syndicate member is purchased in syndicate covering transactions or otherwise.
|
· |
a citizen or resident of the United States;
|
· |
a corporation, partnership or other entity created in or organized under the laws of the United States or any political subdivision thereof;
|
· |
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
|
· |
a trust subject to the supervision of a court within the United States and the control of a United States person.
|
· |
the gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, is
attributable to a permanent establishment maintained by the Non-U.S. stockholder in the United States; in these cases, the gain will be taxed on a net income basis at the regular graduated rates and in the manner applicable to U.S.
holders (unless an applicable income tax treaty provides otherwise) and, under certain circumstances, the “branch profits tax” described above may also apply;
|
· |
the Non-U.S. holder is an individual who holds our stock (or warrants or subscription rights, as applicable) as a capital asset, is present in the United States for
more than 182 days in the taxable year of the disposition and meets other requirements (in which case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by U.S. source capital losses,
generally will be subject to a flat 30% U.S. federal income tax, even though the Non-U.S. holder is not considered a resident alien under the Code); or
|
· |
we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the
date of disposition or the period that the Non-U.S. holder held our stock (or warrants or subscription rights, as applicable).
|
Page
|
|
Investment Limitations
|
S-1
|
Investment Objective and Principal Investment Strategies
|
S-3
|
Management of the Company
|
S-12
|
Portfolio Transactions
|
S-24
|
Net Asset Value
|
S-25
|
Certain Federal Income Tax Matters
|
S-27
|
Proxy Voting Policies
|
S-36
|
Independent Registered Public Accounting Firm
|
S-37
|
Administrator, Fund Accountant and Custodian
|
S-37
|
Additional Information
|
S-37
|
Financial Statements
|
S-38
|
Appendix A - Ratings of Investments
|
S-39
|
(1)
|
issue senior securities, except as permitted by the 1940 Act and the rules and interpretive positions of the SEC thereunder;
|
(2) |
borrow money, except as permitted by the 1940 Act and the rules and interpretive positions of the SEC thereunder;
|
(3) |
make loans, except by the purchase of debt obligations, by entering into repurchase agreements or through the lending of portfolio securities and as otherwise permitted
by the 1940 Act and the rules and interpretive positions of the SEC thereunder;
|
(4) |
concentrate (invest 25% or more of Total Assets) our investments in any particular industry, except that we will concentrate our assets in the group of industries
constituting the energy sector;
|
(5) |
underwrite securities issued by others, except to the extent that we may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (the
“1933 Act”), in the disposition of restricted securities held in our portfolio;
|
(6) |
purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, except that we may invest in securities or other instruments
backed by real estate or securities of companies that invest in real estate or interests therein; and
|
(7) |
purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except that we may purchase or sell options and
futures contracts or invest in securities or other instruments backed by physical commodities.
|
(1) |
Under normal circumstances, we invest at least 80% of our Total Assets in equity securities of midstream energy entities in the energy infrastructure sector, including
MLPs, with at least 50% of our Total Assets in equity securities of natural gas infrastructure entities.
|
(2) |
We may invest up to 50% of our Total Assets in restricted securities, primarily through direct placements. Restricted securities, whether issued by public companies or
private companies, are generally considered illiquid. The aggregate of all our investments in private companies that do not have any publicly traded shares or units is limited to 5% of our Total Assets.
|
(3) |
We will not invest more than 10% of our Total Assets in any single issuer.
|
(4) |
We will not engage in short sales.
|
(5) |
We may write covered call options, up to 5% of our Total Assets.
|
NAME AND
AGE
|
POSITION(S)
HELD WITH
COMPANY,
TERM OF
OFFICE AND
LENGTH OF
TIME SERVED
|
PRINCIPAL OCCUPATION
DURING PAST FIVE
YEARS
|
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY
DIRECTOR(1)
|
OTHER PUBLIC
COMPANY
DIRECTORSHIPS
HELD DURING
PAST FIVE YEARS
|
||||
Independent
Directors
|
||||||||
Conrad S. Ciccotello
(Born 1960)
|
Class I director;
Director since 2010
|
Professor and Director, Reiman School of Finance, University of Denver (faculty member since 2017); Chairman of the Department of Risk
Management and Insurance, Robinson College of Business, Georgia State University and Director of the Asset and Wealth Management Program (faculty member from 1999 to 2017); Investment Consultant to the University System of Georgia for
its defined contribution retirement plan (2008-2017); Formerly Faculty Member, Pennsylvania State University (1997-1999); Published a number of academic and professional journal articles on investment company performance and structure,
with a focus on MLPs.
|
7
|
CorEnergy Infrastructure Trust, Inc.; Peachtree Alternative Strategies Fund
|
||||
Rand C. Berney
(Born 1955)
|
Class II director;
Director since January 1, 2014
|
Executive-in-Residence and Professor for Professional Ethics Course, College of Business Administration, Kansas State University since
2012; Formerly Senior Vice President of Corporate Shared Services of ConocoPhillips from 2009 to 2012, Vice President and Controller of ConocoPhillips from 2002 to 2009, and Vice President and Controller of Phillips Petroleum Company
from 1997 to 2002; Member of the Oklahoma Society of CPAs, the Financial Executive Institute, American Institute of Certified Public Accountants, the Institute of Internal Auditors and the Institute of Management Accountants.
|
6
|
None
|
||||
Jennifer Paquette
(Born 1962)
|
Class II director; Director since May 18, 2018
|
Retired in 2017; Previously Chief Investment Officer of the Public Employees’ Retirement Association of Colorado (“Colorado PERA”) from
2003 to 2017; Held various positions within Colorado PERA from 1999 to 2003 and 1995 to 1996; Formerly Vice-President Institutional Account Executive at Merrill Lynch, Pierce, Fenner & Smith from 1991 to 1994; Vice President,
Portfolio Manager and Analyst at Alliance Capital Management from 1987 to 1991; Portfolio Assistant and Assistant at Mitchell Hutchins Asset Management from 1985 to 1987; CFA charterholder.
|
6
|
None
|
NAME AND
AGE
|
POSITION(S)
HELD WITH
COMPANY,
TERM OF
OFFICE AND
LENGTH OF
TIME SERVED
|
PRINCIPAL OCCUPATION
DURING PAST FIVE
YEARS
|
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY DIRECTOR(1)
|
OTHER PUBLIC
COMPANY
DIRECTORSHIPS
HELD DURING
PAST FIVE YEARS
|
Alexandra Herger
(Born 1957)
|
Class III director;
Director since January 1, 2015
|
Retired in 2014; Previously interim vice president of exploration for Marathon Oil and director of international exploration and new ventures for
Marathon Oil from 2008 to 2014; Held various positions with Shell Exploration and Production Co. between 2002 and 2008; Member of the Society of Exploration Geophysicists, the American Association of Petroleum Geologists, the Houston
Geological Society and the Southeast Asia Petroleum Exploration Society; Member of the 2010 Leadership Texas/Foundation for Women’s Resources since 2010; Director of Panoro Energy ASA, an international independent oil and gas company
listed on the Oslo Stock Exchange.
|
6
|
None
|
||||
Interested
Directors
and
Officers(2)
|
||||||||
H. Kevin Birzer
(Born 1959)
|
Class III Director; Director and Chairman of the Board since 2010
|
Member of the Board of Directors of the Adviser; Managing Director of the Adviser and member of the Investment Committee of the Adviser since
2002; Director and Chairman of the Board of TEAF since its inception in March 2019; Director and Chairman of the Board of each of the Company, TYG, TPZ, TTP and NDP since its inception; of each of TYY and TYN from its inception until
its merger into TYG effective June 23, 2014; CFA charterholder.
|
6
|
None
|
NAME AND
AGE
|
POSITION(S)
HELD WITH
COMPANY,
TERM OF
OFFICE AND
LENGTH OF
TIME SERVED
|
PRINCIPAL OCCUPATION
DURING PAST FIVE
YEARS
|
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY
DIRECTOR(1)
|
OTHER PUBLIC
COMPANY
DIRECTORSHIPS
HELD DURING
PAST FIVE YEARS
|
P. Bradley Adams
(Born 1960)
|
Chief Executive Officer since June 30, 2015; Principal Financial Officer and Treasurer since May 18, 2017
|
Managing Director of the Adviser since January 2013; Director of Financial Operations of the Adviser from 2005 to January 2013; Chief Executive
Officer of each of TYG, TPZ, TTP and NDP since June 30, 2015; Principal Financial Officer of TYG, TPZ, TTP and NDP since May 2017; Chief Executive Officer, Chief
Financial Officer and Treasurer of TEAF since its inception; Chief Executive Officer, Principal Financial Officer and Treasurer of TSIFX since its inception;
Principal Financial Officer and Treasurer or each of TYG, TPZ, TTP and NDP since May 18, 2017; Chief Financial Officer of the Company from 2010 to June 30, 2015, of each of TYG and TPZ from May 2011 to June 30, 2015, of each of TTP and
NDP from its inception to June 30, 2015 and of each of TYY and TYN from May 2011 to June 23, 2014;
|
N/A
|
None
|
||||
Matthew G.P. Sallee
(Born 1978)
|
President since June 30, 2015
|
Senior Portfolio Manager of the Adviser since February 2019; Managing Director of the Adviser since January 2014 and member of the Investment
Committee of the Adviser since June 30, 2015; Portfolio Manager of the Adviser from July 2013 to January 2019; and President of TYG since June 30, 2015. CFA charterholder.
|
N/A
|
None
|
NAME AND
AGE
|
POSITION(S)
HELD WITH
COMPANY,
TERM OF
OFFICE AND
LENGTH OF
TIME SERVED
|
PRINCIPAL OCCUPATION
DURING PAST FIVE
YEARS
|
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR(1)
|
OTHER PUBLIC
COMPANY
DIRECTORSHIPS
HELD DURING
PAST FIVE YEARS
|
Nicholas S. Holmes
(Born 1985)
|
Vice President since June 30, 2015
|
Director and Portfolio Manager of the Adviser since January 2019; Investment Analyst of the Adviser from January 2015 to December 2018; Research
Analyst of the Adviser from January 2012 through December 2014; Vice President of TYG since June 30, 2015. CFA charterholder.
|
N/A
|
None
|
||||
Shobana Gopal
(Born 1962)
|
Vice President since June 30, 2015
|
Director, Tax of the Adviser since January 2013; Vice President of each of TYG, TPZ, TTP and NDP since June 30, 2015; Vice President of TEAF since
its inception; Vice President of TSIFX since its inception.
|
N/A
|
None
|
||||
Diane Bono
(Born 1958)
|
Chief Compliance Officer since inception; Secretary since May 2013
|
Chief Compliance Officer of the Adviser since June 2006; Chief Compliance Officer of TYG since June 2006 and of each of TPZ, TTP and NDP since its
inception; Chief Compliance Officer and Secretary of TEAF since its inception; Chief Compliance Officer and Secretary of TSIFX since its inception; Secretary of each of TYG, TPZ, TTP and NDP since May 2013, and of each of TYY and TYN
from May 2013 to June 23, 2014.
|
N/A
|
None
|
(1) |
This number includes TYG, TPZ, TTP, NDP and the Company and Tortoise Essential Assets Income Term
Fund ("TEAF"), which was launched in March __, 2019. Our Adviser also serves as
the investment adviser to TYG, TPZ, TTP, NDP, TEAF and two open-end investment companies.
For Mr. Ciccotello, this number also includes the Tortoise Tax-Advantaged Social Infrastructure Fund, Inc. (“TSIFX”), whose investment adviser is an affiliate of our Adviser.
|
(2) |
As a result of their respective positions held with our Adviser or its affiliates, these individuals are considered “interested persons” of ours within the meaning of
the 1940 Act.
|
Name and Position With
the Company
|
Aggregate
Compensation From
the Company
|
Aggregate Compensation From
the Company and Fund Complex
Paid to Directors**
|
||||||
Independent Directors
|
||||||||
Conrad S. Ciccotello
|
$
|
42,000
|
$
|
196,600
|
||||
Rand C. Berney
|
$
|
41,000
|
$
|
171,600
|
||||
Charles E. Heath*
|
$
|
14,995
|
$
|
65,722
|
||||
Alexandra Herger
|
$
|
41,000
|
$
|
171,600
|
||||
Jennifer Paquette*
|
$
|
26,005
|
$
|
105,878
|
||||
Interested Director
|
||||||||
H. Kevin Birzer
|
$
|
0
|
$
|
0
|
Name of Director
|
Aggregate Dollar Range of
Company Securities
Beneficially Owned By
Director*
|
Aggregate Dollar Range of
Equity Securities in all
Registered Investment
Companies Overseen by
Director in Family of
Investment Companies*
|
||||||
Independent Directors
|
||||||||
Conrad S. Ciccotello
|
Over $100,000
|
Over $100,000
|
||||||
Rand C. Berney
|
$
|
10,001-$50,000
|
$
|
50,001-$100,000
|
||||
Alexandra Herger
|
None
|
$
|
10,001-$50,000
|
|||||
Jennifer Paquette
|
$
|
1-$10,000
|
$
|
10,001-$50,000
|
||||
Interested Director
|
||||||||
H. Kevin Birzer
|
Over $100,000
|
Over $100,000
|
* |
As of December 31, 2018, the officers and directors of the Company, as a group, owned less than 1% of any class of the Company’s outstanding shares of stock.
|
** |
Includes the Company, TYG, TPZ, TTP, NDP and and for Mr. Ciccotello, TSIFX.
|
Name and Address
|
Shares Held
|
Percentage of
Outstanding
Shares
|
||||||
Morgan Stanley Smith Barney LLC
1585 Broadway
New York, NY 10036
|
11,051,302
|
17.48
|
%
|
|||||
National Financial Services LLC
245 Summer Street
Boston, MA 02210
|
7,524,415
|
11.90
|
%
|
|||||
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
7,500,037
|
11.87
|
%
|
|||||
UBS Financial Services Inc.
1200 Harbor Boulevard
Weehawken, NJ 07086
|
4,290,796
|
6.79
|
%
|
|||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, NY 10036
|
4,153,519
|
6.57
|
%
|
|||||
Wells Fargo Clearing Services, LLC
One North Jefferson Avenue
St. Louis, MO 63103
|
3,727,862
|
5.9
|
%
|
Name and Address
|
Shares Held
|
Percent of Outstanding
Shares
|
||||||
Prudential Financial, Inc.*
751 Broad Street
Newark, New Jersey 07102-3777
|
3,480,000
|
65.9
|
%
|
|||||
Mutual of Omaha Insurance Company**
United of Omaha Life Insurance Company
Mutual of Omaha Plaza
Omaha, Nebraska 68175
|
400,000
|
9.1
|
%
|
|||||
National Life Insurance Company***
One National Life Drive
Montpelier, Vermont 05604
|
400,000
|
9.1
|
%
|
|||||
MetLife Insurance K.K.****
1-3 Kioicho, Chiyoda-ku
Tokyo, 102-8525 JAPAN
|
392,000
|
8.9
|
%
|
|||||
Metropolitan Life Insurance Company****
200 Park Avenue
New York, New York 10166
|
296,000
|
6.7
|
%
|
|||||
Employers Reassurance Corporation****
7101 College Boulevard, Suite 1400
Overland Park, Kansas 66210
|
228,000
|
5.2
|
%
|
(*) |
Information is based on a Schedule 13G amendment filed on February 4, 2019 by Prudential Financial Inc., reporting sole voting and dispositive power as a parent
holding company of The Prudential Insurance Company of America which beneficially owns 1,880,000 shares, Prudential Retirement Insurance and Annuity Company which beneficially owns 1,600,000 shares and PGIM, Inc. which
beneficially owns 3,480,000 shares.
|
(**) |
Information is based on Schedule 13G amendment filed on January 8, 2016. Mutual of Omaha Insurance Company reports that it has sole voting and dispositive power over
the shares listed in the table above. Mutual of Omaha Insurance Company reports that it is the parent company of United of Omaha Life Insurance Company which acquired the security being reported on.
|
(***) |
Information based on a Securities Purchase Agreement dated December 8, 2015.
|
(****) |
Information based on a Securities Purchase Agreement dated December 13, 2017.
|
Name of Manager
|
Number
of
Accounts
|
Total Assets of
Accounts
|
Number of
Accounts
Paying a
Performance
Fee
|
Total Assets of
Accounts
Paying a
Performance
Fee
|
||||||||||||
Brian A. Kessens
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
7,132,551,037
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
$ |
186,199,450
|
||||||||||
James R. Mick
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
7,132,551,037
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
$ |
186,199,450
|
||||||||||
Matthew G.P. Sallee
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
7,132,551,037
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
$ |
186,199,450
|
||||||||||
Robert J. Thummel, Jr.
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
7,132,551,037
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
$ |
186,199,450
|
||||||||||
Stephen Pang
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
7,132,551,037
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
—
|
|||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
$ |
186,199,450
|
||||||||||
Brett Jergens
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
7,132,551,037
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
$ |
186,199,450
|
||||||||||
Nicholas S. Holmes
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
7,132,551,037
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
$ |
186,199,450
|
Name of Manager
|
Aggregate Dollar Range of Company
Securities Beneficially Owned by
Manager
|
|||
Brian A. Kessens
|
$
|
10,001-50,000
|
||
James R. Mick
|
$
|
1 - $10,000
|
||
Matthew G.P. Sallee
|
$
|
100,001 - $500,000
|
||
Robert J. Thummel, Jr.
|
$
|
10,001 - $50,000
|
||
Stephen Pang
|
|
None
|
||
Brett Jergens
|
|
None
|
||
Nicholas S. Holmes
|
$
|
10,001 - $50,000
|
· |
The value for equity securities and equity-related securities is determined by using readily available market quotations from the principal market. For equity and
equity-related securities that are freely tradable and listed on a securities exchange or over the counter market, value is determined using the last sale price on that exchange or over-the-counter market on the measurement date. If
the security is listed on more than one exchange, we will use the price of the exchange that we consider to be the principal exchange on which the security is traded. Securities listed on the NASDAQ will be valued at the NASDAQ
Official Closing Price, which may not necessarily represent the last sale price. If a security is traded on the measurement date, then the last reported sale price on the exchange or over‑the-counter (“OTC”) market on which the
security is principally traded, up to the time of valuation, is used. If there were no reported sales on the security’s principal exchange or OTC market on the measurement date, then the average between the last bid price and last
asked price, as reported by the pricing service, shall be used. We will obtain direct written broker-dealer quotations if a security is not traded on an exchange or quotations are not available from an approved pricing service.
Exchange-traded options will be valued at the mean of the best bid and best asked prices across all option exchanges.
|
· |
An equity security of a publicly traded company acquired in a private placement transaction without registration is subject to restrictions on resale that can affect
the security’s liquidity and value. Such securities that are convertible into publicly traded common shares or securities that may be sold pursuant to Rule 144 will generally be valued based on the value of the freely tradable
common share counterpart less an applicable discount. Generally, the discount will initially be equal to the discount at which we purchased the securities. To the extent that such securities are convertible or otherwise become
freely tradable within a time frame that may be reasonably determined, an amortization schedule may be determined for the discount.
|
· |
Fixed income securities (other than the short-term securities as described below) are valued by (i) using readily available market quotations based upon the last
updated sale price or a market value from an approved pricing service generated by a pricing matrix based upon yield data for securities with similar characteristics or (ii) by obtaining a direct written broker-dealer quotation from
a dealer who has made a market in the security.
|
· |
A fixed income security acquired in a private placement transaction without registration is subject to restrictions on resale that can affect the security’s liquidity
and value. Among the various factors that can affect the value of a privately placed security are (i) whether the issuing company has freely trading fixed income securities of the same maturity and interest rate (either through an
initial public offering or otherwise); (ii) whether the company has an effective registration statement in place for the securities; and (iii) whether a market is made in the securities. The securities normally will be valued at
amortized cost unless the portfolio company’s condition or other factors lead to a determination of value at a different amount.
|
· |
Short-term securities, including bonds, notes, debentures and other fixed income securities, and money market instruments such as certificates of deposit, commercial
paper, bankers’ acceptances and obligations of domestic and foreign banks, with remaining maturities of 60 days or less, for which reliable market quotations are readily available are valued on an amortized cost basis.
|
· |
Other assets will be valued at market value pursuant to written valuation procedures adopted by our Board of Directors, or if a market value cannot be obtained or if
our Adviser determines that the value of a security as so obtained does not represent value as of the measurement date (due to a significant development subsequent to the time its price is determined or otherwise), value shall be
determined pursuant to the methodologies established by our Board of Directors.
|
· |
a citizen or resident of the United States;
|
· |
a corporation, partnership or other entity created in or organized under the laws of the United States or any political subdivision thereof;
|
· |
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
|
· |
a trust subject to the supervision of a court within the United States and the control of a United States person.
|
• |
the gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty,
is attributable to a permanent establishment maintained by the Non-U.S. stockholder in the United States; in these cases, the gain will be taxed on a net income basis at the regular graduated rates and in the manner applicable to
U.S. holders (unless an applicable income tax treaty provides otherwise) and, under certain circumstances, the “branch profits tax” described above may also apply;
|
• |
the Non-U.S. holder is an individual who holds our stock (or warrants or subscription rights, as applicable) as a capital asset, is present in the United States for
more than 182 days in the taxable year of the disposition and meets other requirements (in which case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by U.S. source capital losses,
generally will be subject to a flat 30% U.S. federal income tax, even though the Non-U.S. holder is not considered a resident alien under the Code); or
|
• |
we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on
the date of disposition or the period that the Non-U.S. holder held our stock (or warrants or subscription rights, as applicable).
|
(i) |
a Non-U.S. holder whose holdings, direct and indirect, of regularly traded interests (including warrants or subscription rights to acquire stock) other than an
interest solely as a creditor at any time during the applicable period, constituted more than 5% of such class of interests, or
|
(ii) |
a Non-U.S. holder who owns non-regularly traded interests (including warrants or subscription rights to acquire stock) other than solely as a creditor with a fair
market value greater than the fair market value of 5% of the regularly traded class of stock with the lowest fair market value, generally determined upon acquisition of such interests (Non-U.S. holders who do not satisfy (i) and
(ii), a “Non-5% holder”).
|
a. |
the issuer has entered into a grace or cure period following non-payment of a material financial obligation;
|
b. |
the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or
|
c. |
Fitch Ratings otherwise believes a condition of ‘RD’ or ‘D’ to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.
|
a.
|
the selective payment default on a specific class or currency of debt;
|
b.
|
the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital
markets security or other material financial obligation;
|
c.
|
the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series
or in parallel; or
|
d.
|
execution of a distressed debt exchange on one or more material financial obligations.
|
Item 25:
|
Financial Statements and Exhibits
|
a.1.
|
Articles of Amendment and Restatement1
|
|
a.2.
|
Articles Supplementary relating to Mandatory Redeemable Preferred shares2
|
|
a.3.
|
Articles Supplementary relating to Series C and Series D Mandatory Redeemable Preferred Shares8
|
|
a.4.
|
Articles Supplementary relating to Series E and Series F Mandatory Redeemable Preferred Shares12
|
|
a.5.
|
Articles Supplementary relating to Series G Mandatory Redeemable Preferred Shares*
|
|
a.6.
|
Articles of Amendment*
|
|
b.
|
Amended and Restated Bylaws6
|
|
c.
|
Inapplicable
|
|
d.1.
|
Form of Stock Certificate1
|
|
d.2.
|
Form of Preferred Stock Certificate2
|
|
d.3.
|
Form of Fixed Rate Note2
|
|
d.4.
|
Form of Floating Rate Note2
|
|
d.5.
|
Form of Subscription Certificate for Rights Offering13
|
|
d.6.
|
Form of Notice of Guaranteed Deliver for Rights Offering13
|
|
e.
|
Dividend Reinvestment Plan1
|
|
f.
|
Inapplicable
|
|
g.1.
|
Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. dated January 31, 201812
|
|
g.2.
|
Fee Waiver Agreement with Tortoise Capital Advisors, L.L.C. dated July 27, 20124
|
|
g.3.
|
First Amendment to Fee Waiver Agreement with Tortoise Capital Advisors, L.L.C., dated January 31, 201812
|
|
h.1.
|
Controlled Equity Offering Sales Agreement3
|
|
h.2.
|
Amendment One to Controlled Equity Offering Sales Agreement7
|
|
h.3.
|
Amendment Two to Controlled Equity Offering Sales Agreement9
|
i.
|
Inapplicable
|
|
j.
|
Form of Custody Agreement1
|
|
k.1.
|
Form of Transfer Agency and Service Agreement1
|
|
k.2.
|
Form of Administration Servicing Agreement1
|
|
k.3.
|
Form of Fund Accounting Services Agreement1
|
|
k.4.
|
Amended and Restated Credit Agreement dated June 15, 20156
|
|
k.5.
|
Amendment No. 1 to Amended and Restated Credit Agreement dated June 12, 201711
|
|
k.6
|
Amendment No. 2 to Amendment and Restated Credit Agreement dated September 4, 2018*
|
|
k.7.
|
Master Note Purchase Agreement dated October 7, 20102
|
|
k.8.
|
Note Purchase Agreement dated April 17, 20145
|
|
k.9.
|
Note Purchase Agreement dated September 9, 20145
|
|
k.10.
|
Securities Purchase Agreement dated December 8, 20158
|
|
k.11.
|
Note Purchase Agreement dated December 9, 20159
|
|
k.12.
|
Note Purchase Agreement for NTG Series N & O Senior Notes issued December 13, 201712
|
|
k.13.
|
Securities Purchase Agreement for NTG MRP Series E & F Preferred Shares issued December 13, 201712
|
|
k.14.
|
Note Purchase Agreement for NTG Series P, Q & R Senior Notes issued October 16, 2018*
|
|
k.15.
|
Securities Purchase Agreement for NTG MRP Series G Preferred Shares issued October 16, 2018*
|
|
l.
|
Opinion of Venable LLP with respect to issuances of common stock, preferred stock and debt securities*
|
|
m.
|
Inapplicable
|
|
n.
|
Consent of Independent Registered Public Accounting Firm*
|
|
o.
|
Inapplicable
|
|
p.
|
Inapplicable
|
|
q.
|
Inapplicable
|
|
r.1.
|
Code of Ethics of the Registrant*
|
|
r.2.
|
Code of Ethics of Tortoise Capital Advisors, L.L.C.*
|
s.1
|
Power of Attorney*
|
|
s.2.
|
Form of Prospectus Supplement for Common Stock Offerings10
|
|
s.3.
|
Form of Prospectus Supplement for Debt Offerings10
|
|
s.4.
|
Form of Prospectus Supplement for Preferred Offerings10
|
*
|
Filed herewith.
|
(1)
|
Incorporated by reference to Pre-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2, filed June 28, 2010 (File
Nos. 333-166278 and 811-22409).
|
(2)
|
Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed August 3, 2011 (File Nos. 333-176010 and 811-22409).
|
(3)
|
Incorporated by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed July 27, 2012 (File Nos.
333-176010 and 811-22409).
|
(4)
|
Incorporated by referenced to Post-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2, filed October 26, 2012 (File
Nos. 333-176010 and 811-22409)
|
(5)
|
Incorporated by reference to Post-Effective Amendment No. 7 to Registrant’s Registration Statement on Form N-2 filed on April 29, 2015 (File
Nos. 333-176010 and 811-22409)
|
(6)
|
Incorporated by reference to Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-2 filed on August 3, 2015 (File
Nos. 333-176010 and 811-22409)
|
(7)
|
Incorporated by reference to Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-2 filed on October 16, 2015 (File
Nos. 333-176010 and 811-22409)
|
(8)
|
Incorporated by reference to Post-Effective Amendment No. 13 to Registrant’s Registration Statement on Form N-2 filed on December 9, 2015 (File
Nos. 333-176010 and 811-22409)
|
(9)
|
Incorporated by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-2 filed on December 18, 2015 (File
Nos. 333-176010 and 811-22409)
|
(10)
|
Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on April 27, 2016 (File
Nos. 333-209943 and 811-22409).
|
(11)
|
Incorporated by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on August 14, 2017 (File
Nos. 333-209943 and 811-22409).
|
(12)
|
Incorporated by reference to Post-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-2, filed on April 16, 2018 (File
Nos. 333-209943 and 811-22409).
|
(13)
|
Incorporated by reference to Post-Effective Amendment No. 5 to Registrant’s Registration Statement on Form N-2, filed on June 19, 2018 (File
Nos. 333-209943 and 811-22409).
|
Item 26:
|
Marketing Arrangements
|
Item 27:
|
Other Expenses and Distribution
|
Securities and Exchange Commission Fees
|
$
|
42,420
|
||
Directors’ Fees and Expenses
|
$
|
6,500
|
||
Printing (other than certificates)
|
$
|
139,000
|
||
Accounting fees and expenses
|
$
|
115,000
|
||
Legal fees and expenses
|
$
|
108,000
|
||
NYSE listing fees
|
$
|
52,500
|
||
Rating Agency Fees
|
$
|
35,000
|
||
FINRA fees
|
$
|
10,000
|
||
Miscellaneous
|
$
|
25,000
|
||
Total
|
$
|
533,420
|
*
|
Item 28.
|
Persons Controlled by or Under Common Control
|
Item 29.
|
Number of Holders of Securities
|
Title of Class
|
Number of Record Holders
|
|||
Common Shares ($0.001 par value)
|
6
|
|||
Preferred Stock (Liquidation Preference $25.00 per share)
|
8
|
|||
Debt ($312,000,000 aggregate
principal amount)
|
23
|
Item 30.
|
Indemnification
|
Item 31.
|
Business and Other Connections of Investment Adviser
|
Item 32.
|
Location of Accounts and Records
|
Item 33.
|
Management Services
|
Item 34.
|
Undertakings
|
Tortoise Midstream Energy Fund, Inc.
|
||
By:
|
/s/ P. Bradley Adams
|
|
P. Bradley Adams, Chief Executive Officer
|
/s/ P. Bradley Adams
|
Chief Executive Officer and Principal Financial Officer
|
April 9, 2019
|
||
P. Bradley Adams
|
(Principal Executive Officer; Principal Financial and Accounting Officer)
|
|||
/s/ Rand C. Berney*
|
Director
|
April 9, 2019
|
||
Rand C. Berney
|
||||
/s/ H. Kevin Birzer*
|
Director
|
April 9, 2019
|
||
H. Kevin Birzer
|
||||
/s/ Conrad S. Ciccotello*
|
Director
|
April 9, 2019
|
||
Conrad S. Ciccotello
|
||||
/s/ Alexandra A. Herger*
|
Director
|
April 9, 2019
|
||
Alexandra A. Herger
|
||||
/s/ Jennifer Paquette*
|
Director
|
April 9, 2019
|
||
Jennifer Paquette
|
a.5. |
Articles Supplementary relating to Series G Mandatory Redeemable Preferred Shares
|
a.6. |
Articles of Amendment
|
Amendment No. 2 to Amendment and Restated Credit Agreement dated September 4, 2018
|
|
k.14. |
Note Purchase Agreement for NTG Series P, Q & R Senior Notes issued October 16, 2018
|
k.15. |
Securities Purchase Agreement for NTG MRP Series G Preferred Shares issued October 16, 2018
|
l. |
Opinion of Venable LLP with respect to issuances of common stock, preferred stock and debt securities
|
Consent of Ernst & Young LLP
|
|
Code of Ethics of the Registrant
|
|
Code of Ethics of Tortoise Capital Advisors, L.L.C.
|
|
Power of Attorney
|
SECTION 1. |
NUMBER OF SHARES; RANKING.
|
SECTION 2. |
DIVIDENDS.
|
FITCH
|
ENHANCED DIVIDEND
AMOUNT
|
“A-”
|
0.5%
|
“BBB+” to “BBB-”
|
2.0%
|
“BB+” or below
|
4.0%
|
SECTION 3. |
REDEMPTION.
|
SECTION 4. |
VOTING RIGHTS.
|
SECTION 5. |
LIQUIDATION RIGHTS.
|
SECTION 6. |
CERTAIN OTHER RESTRICTIONS.
|
SECTION 7. |
COMPLIANCE PROCEDURES FOR ASSET MAINTENANCE TESTS.
|
SECTION 8. |
MRP SHARES ASSET COVERAGE.
|
SECTION 9. |
NOTICE.
|
SECTION 10. |
WAIVER.
|
SECTION 11. |
TERMINATION.
|
SECTION 12. |
RATING AGENCY REQUESTS.
|
SECTION 13. |
DEFINITIONS.
|
SECTION 14. |
INTERPRETATION.
|
ATTEST:
|
TORTOISE MLP FUND, INC.
|
||
/s/ Diane M. Bono |
/s/ P. Bradley Adams
|
(SEAL) |
Name: | Diane M. Bono | Name: | P. Bradley Adams |
Title: | Secretary | Title: | Chief Executive Officer, Principal Financial Officer and Treasurer |
ATTEST: | TORTOISE MLP FUND, INC. | ||
/s/ Diane M. Bono
|
By:/s/ P. Bradley Adams
|
||
Name: Diane M. Bono
|
Name: P. Bradley Adams
|
||
Title: Secretary
|
Title: Chief Executive Officer
|
TORTOISE MLP FUND, INC.
|
||||
By:
|
||||
Name:
|
P. Bradley Adams
|
|||
Title:
|
Chief Executive Officer
|
BANK OF AMERICA, N.A., as
Administrative Agent
|
|||
By:
|
|||
Name:
|
Denise Jones
|
||
Title:
|
Vice President
|
BANK OF AMERICA, N.A., as a Lender
|
|||
By:
|
|||
Name:
|
Alok Jain
|
||
Title:
|
Senior Vice President
|
THE BANK OF NOVA SCOTIA, as a
Lender
|
|||
By:
|
|||
Name:
|
Kevin Chan
|
||
Title:
|
Director
|
U.S. BANK NATIONAL
ASSOCIATION, as a Lender
|
|||
By:
|
|||
Name:
|
Lucas Bross
|
||
Title:
|
Vice President
|
Lender
|
Commitment
|
Applicable
Percentage
|
||||||
Bank of America, N.A.
|
$
|
57,000,000.00
|
47.500000000
|
%
|
||||
The Bank of Nova Scotia
|
$
|
28,000,000.00
|
23.333333333
|
%
|
||||
U.S. Bank National Association
|
$
|
35,000,000.00
|
29.166666667
|
%
|
||||
Total
|
$
|
120,000,000.00
|
100.000000000
|
%
|
|
Page
|
||
SECTION 1.
|
AUTHORIZATION OF NOTES.
|
1
|
|
SECTION 2.
|
SALE AND PURCHASE OF NOTES.
|
2
|
|
SECTION 3.
|
CLOSING.
|
2
|
|
SECTION 4.
|
CONDITIONS TO CLOSING.
|
3
|
|
Section 4.1.
|
Representations and Warranties
|
3
|
|
Section 4.2.
|
Performance; No Default
|
3
|
|
Section 4.3.
|
Compliance Certificates
|
3
|
|
Section 4.4.
|
Opinions of Counsel
|
3
|
|
Section 4.5.
|
Purchase Permitted by Applicable Law, Etc
|
3
|
|
Section 4.6.
|
Sale of Other Notes
|
4
|
|
Section 4.7.
|
Payment of Special Counsel Fees
|
4
|
|
Section 4.8.
|
Private Placement Number
|
4
|
|
Section 4.9.
|
Changes in Corporate Structure
|
4
|
|
Section 4.10.
|
Funding Instructions
|
4
|
|
Section 4.11.
|
Rating of Notes
|
4
|
|
Section 4.12.
|
Proceedings and Documents
|
4
|
|
Section 4.13.
|
Regulation U
|
4
|
|
|
|||
SECTION 5.
|
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
|
5
|
|
Section 5.1.
|
Organization; Power and Authority
|
5
|
|
Section 5.2.
|
Authorization, Etc
|
5
|
|
Section 5.3.
|
Disclosure
|
5
|
|
Section 5.4.
|
No Subsidiaries
|
5
|
|
Section 5.5.
|
Financial Statements; Material Liabilities
|
5
|
|
Section 5.6.
|
Compliance with Laws, Other Instruments, Etc
|
6
|
|
Section 5.7.
|
Governmental Authorizations, Etc
|
6
|
|
Section 5.8.
|
Litigation; Observance of Statutes and Orders
|
6
|
|
Section 5.9.
|
Taxes
|
6
|
|
Section 5.10.
|
Title to Property; Leases
|
7
|
|
Section 5.11.
|
Licenses, Permits, Etc
|
7
|
|
Section 5.12.
|
Compliance with ERISA
|
7
|
|
Section 5.13.
|
Private Offering by the Company
|
7
|
|
Section 5.14.
|
Use of Proceeds; Margin Regulations
|
7
|
|
Section 5.15.
|
Existing Indebtedness
|
8
|
|
Section 5.16.
|
Foreign Assets Control Regulations, Etc
|
8
|
|
Section 5.17.
|
Status under Certain Statutes
|
9
|
|
Section 5.18.
|
Pari Passu Ranking
|
9 |
SECTION 6.
|
REPRESENTATIONS OF THE PURCHASERS. |
9
|
|
Section 6.1.
|
Purchase for Investment
|
9
|
|
Section 6.2.
|
Source of Funds
|
9
|
|
SECTION 7.
|
INFORMATION AS TO COMPANY.
|
11
|
|
Section 7.1.
|
Financial and Business Information
|
11
|
|
Section 7.2.
|
Officer’s Certificate
|
13
|
|
Section 7.3.
|
Visitation
|
14
|
|
SECTION 8.
|
PAYMENT AND PREPAYMENT OF THE NOTES.
|
14
|
|
Section 8.1.
|
Maturity
|
14
|
|
Section 8.2.
|
Optional Prepayments with Make‑Whole Amount and Special Optional Prepayments
|
14
|
|
Section 8.3.
|
Allocation of Partial Prepayments
|
16
|
|
Section 8.4.
|
Maturity; Surrender, Etc
|
16
|
|
Section 8.5.
|
Purchase of Notes
|
16
|
|
Section 8.6.
|
Make‑Whole Amount
|
17
|
|
Section 8.7.
|
Prepayment of Notes upon Restricted Change
|
18
|
|
Section 8.8.
|
Adjustment Period
|
19
|
|
|
|||
SECTION 9.
|
AFFIRMATIVE COVENANTS.
|
19
|
|
Section 9.1.
|
Compliance with Law
|
19
|
|
Section 9.2.
|
Payment of Taxes
|
20
|
|
Section 9.3.
|
Corporate Existence, Etc
|
20
|
|
Section 9.4.
|
Books and Records
|
20
|
|
Section 9.5.
|
Asset Coverage
|
20
|
|
Section 9.6.
|
Discounted Value
|
20
|
|
Section 9.7.
|
Current Rating on Notes
|
20
|
|
Section 9.8.
|
Most Favored Lender Status
|
21
|
|
Section 9.9.
|
Ranking of Obligations
|
21
|
|
|
|||
SECTION 10.
|
NEGATIVE COVENANTS.
|
22
|
|
Section 10.1.
|
Transactions with Affiliates
|
22
|
|
Section 10.2.
|
Merger, Consolidation, Etc
|
22
|
|
Section 10.3.
|
Line of Business
|
22
|
|
Section 10.4.
|
Economic Sanctions, Etc
|
22
|
|
Section 10.5.
|
Certain Other Restrictions
|
23
|
|
Section 10.6.
|
Secured Debt
|
23
|
|
Section 10.7.
|
Controlled Portfolio Subsidiaries
|
23
|
SECTION 11.
|
EVENTS OF DEFAULT.
|
24
|
|
SECTION 12.
|
REMEDIES ON DEFAULT, ETC.
|
26
|
|
Section 12.1.
|
Acceleration
|
26
|
|
Section 12.2.
|
Other Remedies
|
26
|
|
Section 12.3.
|
Rescission
|
26
|
|
Section 12.4.
|
No Waivers or Election of Remedies, Expenses, Etc
|
27
|
|
|
|||
SECTION 13.
|
REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.
|
27
|
|
|
|||
Section 13.1.
|
Registration of Notes
|
27
|
|
Section 13.2.
|
Transfer and Exchange of Notes
|
27
|
|
Section 13.3.
|
Replacement of Notes
|
28
|
|
|
|||
SECTION 14.
|
PAYMENTS ON NOTES.
|
28
|
|
Section 14.1.
|
Place of Payment
|
28
|
|
Section 14.2.
|
Home Office Payment
|
28
|
|
|
|||
SECTION 15.
|
EXPENSES, ETC.
|
29
|
|
Section 15.1.
|
Transaction Expenses
|
29
|
|
Section 15.2.
|
Certain Taxes
|
30
|
|
Section 15.3.
|
Survival
|
30
|
|
SECTION 16.
|
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
|
30 | |
SECTION 17.
|
AMENDMENT AND WAIVER.
|
30
|
|
Section 17.1.
|
Requirements
|
30
|
|
Section 17.2.
|
Solicitation of Holders of Notes
|
31
|
|
Section 17.3.
|
Binding Effect, Etc
|
31
|
|
Section 17.4.
|
Notes Held by Company, Etc
|
31
|
|
|
|||
SECTION 18.
|
NOTICES.
|
32
|
|
SECTION 19.
|
REPRODUCTION OF DOCUMENTS.
|
32
|
|
SECTION 20.
|
CONFIDENTIAL INFORMATION.
|
33
|
|
SECTION 21.
|
SUBSTITUTION OF PURCHASER.
|
33
|
|
SECTION 22.
|
MISCELLANEOUS.
|
34
|
|
Section 22.1.
|
Successors and Assigns
|
34
|
|
Section 22.2.
|
Payments Due on Non‑Business Days
|
34
|
|
Section 22.3.
|
Accounting Terms
|
34
|
Section 22.4.
|
Severability
|
34
|
|
Section 22.5.
|
Construction, Etc
|
34
|
|
Section 22.6.
|
Counterparts
|
35
|
|
Section 22.7.
|
Governing Law
|
35
|
|
Section 22.8.
|
Jurisdiction and Process; Waiver of Jury Trial
|
35
|
SCHEDULE A
|
Information Relating to Purchasers
|
SCHEDULE B
|
Defined Terms
|
SCHEDULE 5.3
|
Disclosure Materials
|
SCHEDULE 5.5
|
Financial Statements
|
SCHEDULE 5.15
|
Existing Indebtedness
|
EXHIBIT 1‑A
|
Form of 3.79% Senior Notes, Series P, due October 16, 2023
|
EXHIBIT 1‑B
|
Form of 3.97% Senior Notes, Series Q, due October 16, 2025
|
EXHIBIT 1‑C
|
Form of 4.02% Senior Notes, Series R, due October 16, 2026
|
EXHIBIT 4.4(a)
|
Form of Opinion of Special Counsel for the Company
|
EXHIBIT 4.4(b)
|
Form of Opinion of Special Counsel for the Purchasers
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
|
Very truly yours,
|
|
|
|
TORTOISE MLP FUND, INC.
|
By
|
Name: P. Bradley Adams
|
|
Its: Chief Executive Officer, Principal Financial
Officer and Treasurer
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
|
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
|
|
|
|
|
|
By
|
|
|
|
Vice President
|
|
THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.
|
|
|
|
|
|
By:
|
Prudential Investment Management Japan
Co., Ltd., as Investment Manager
|
By:
|
PGIM, Inc., as Sub‑Advisor
|
By
|
|
|
Vice President
|
|
PRUDENTIAL ARIZONA REINSURANCE TERM COMPANY
|
|
|
|
|
|
By:
|
PGIM, Inc., as investment manager
|
By | ||
|
|
Vice President
|
|
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
|
|
|
|
|
|
By:
|
PGIM, Inc., as investment manager
|
By | ||
|
|
Vice President
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
NAME AND ADDRESS OF PURCHASER
|
PRINCIPAL AMOUNT AND
SERIES OF NOTES TO BE
PURCHASED
|
THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA
|
$10,500,000
Series P
|
(1) |
All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
|
(2) |
Address for all communications and notices:
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
(3) |
Address for Delivery of Notes:
|
(a)
|
Send physical security by nationwide overnight delivery service to:
|
(b)
|
Send copy by email to:
|
(4) |
Tax Identification No.: 22‑1211670
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
NAME AND ADDRESS OF PURCHASER
|
PRINCIPAL AMOUNT AND
SERIES OF NOTES TO BE
PURCHASED
|
THE PRUDENTIAL
LIFE INSURANCE COMPANY, LTD.
|
$9,500,000
Series P
|
(1) |
All principal, interest and Make‑Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds
for credit to:
|
(2) |
All payments, other than principal, interest or Make‑Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately
available funds for credit to:
|
(3) |
Address for all communications and notices:
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
(4) |
Address for Delivery of Notes:
|
(a)
|
Send physical security by nationwide overnight delivery service to:
|
(b)
|
Send copy by email to:
|
(5) |
Tax Identification No.: 98‑0433392
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
NAME AND ADDRESS OF PURCHASER
|
PRINCIPAL AMOUNT
AND SERIES OF NOTES TO BE
PURCHASED
|
PRUDENTIAL ARIZONA
REINSURANCE TERM COMPANY
|
$7,500,000
Series Q
|
(1) |
All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
|
(2) |
Address for all communications and notices:
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
(3) |
Address for Delivery of Notes:
|
(a)
|
Send physical security by nationwide overnight delivery service to:
|
(b)
|
Send copy by email to:
|
(4) |
Tax Identification No.: 27‑1629186
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
NAME AND ADDRESS OF PURCHASER
|
PRINCIPAL AMOUNT AND
SERIES OF NOTES TO BE
PURCHASED
|
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
|
$7,500,000
Series Q
|
(1) |
All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
|
(2) |
Address for all communications and notices:
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
(3) |
Address for Delivery of Notes:
|
(a)
|
Send physical security by nationwide overnight delivery service to:
|
(b)
|
Send copy by email to:
|
(4) |
Tax Identification No.: 22‑1211670
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
NAME AND ADDRESS OF PURCHASER
|
PRINCIPAL AMOUNT
AND SERIES OF NOTES TO BE PURCHASED
|
PRUDENTIAL ANNUITIES
LIFE ASSURANCE CORPORATION
|
$8,000,000
Series R
|
(1) |
All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
|
(2) |
Address for all communications and notices:
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
(3) |
Address for Delivery of Notes:
|
(a)
|
Send physical security by nationwide overnight delivery service to:
|
(b)
|
Send copy by email to:
|
(4) |
Tax Identification No.: 06‑1241288
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
NAME AND ADDRESS OF PURCHASER
|
PRINCIPAL AMOUNT AND
SERIES OF NOTES TO BE
PURCHASED
|
THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA
|
$5,000,000
Series R
|
(1) |
All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
|
(2) |
Address for all communications and notices:
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
(3) |
Address for Delivery of Notes:
|
(a)
|
Send physical security by nationwide overnight delivery service to:
|
(b)
|
Send copy by email to:
|
(4) |
Tax Identification No.: 22‑1211670
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
SERIES
|
MATURITY DATE
|
NOTIONAL/CARRYING AMOUNT
|
|||
Series D
|
December 15, 2020
|
112,000,000
|
|||
Series J
|
April 17, 2021
|
30,000,000
|
|||
Series K
|
September 9, 2019
|
35,000,000
|
|||
Series L
|
April 17, 2021
|
20,000,000
|
|||
Series M
|
April 17, 2021
|
10,000,000
|
|||
Series N
|
December 13, 2024
|
32,000,000
|
|||
Series O
|
December 13, 2027
|
25,000,000
|
|||
Series P
|
October 16, 2023
|
$
|
20,000,000
|
||
Series Q
|
October 16, 2025
|
$
|
15,000,000
|
||
Series R
|
October 16, 2026
|
$
|
13,000,000
|
||
MRPS Series C
|
December 8, 2020
|
5,000,000
|
|||
MRPS Series D
|
December 8, 2022
|
40,000,000
|
|||
MRPS Series E
|
December 13, 2024
|
40,000,000
|
|||
MRPS Series F
|
December 13, 2027
|
25,000,000
|
|||
MRPS Series G
|
October 16, 2023
|
$
|
22,000,000
|
||
Indebtedness under Existing Credit Agreement
|
June 12, 2019
|
$
|
106,400,000
|
1
|
|
Total
|
$
|
550,400,000
|
No. RP‑[________]
|
[Date]
|
$[________]
|
PPN 89148B F*7
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
TORTOISE MLP FUND, INC.
|
By
|
Name: P. Bradley Adams
|
|
Its: Chief Executive Officer, Principal Financial Officer and Treasurer
|
No. RP‑[________]
|
[Date]
|
$[________]
|
PPN 89148B F@5
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
TORTOISE MLP FUND, INC.
|
By
|
Name: P. Bradley Adams
|
|
Its: Chief Executive Officer, Principal Financial Officer and Treasurer
|
No. RP‑[________]
|
[Date]
|
$[________]
|
PPN 89148B F#3
|
Tortoise MLP Fund, Inc.
|
Note Purchase Agreement
|
TORTOISE MLP FUND, INC.
|
By
|
Name: P. Bradley Adams
|
|
Its: Chief Executive Officer, Principal Financial Officer and Treasurer
|
SECTION 1.
|
AUTHORIZATION OF MRP SHARES.
|
1
|
||
Section 1.1
|
Authorization of Mandatory Redeemable Preferred Shares
|
1
|
||
SECTION 2.
|
SALE AND PURCHASE OF MRP SHARES.
|
2
|
||
Section 2.1
|
Sale and Purchase of MRP Shares
|
2
|
||
SECTION 3.
|
CLOSING.
|
2
|
||
SECTION 4.
|
CONDITIONS TO CLOSING.
|
2
|
||
Section 4.1
|
Representations and Warranties
|
2
|
||
Section 4.2
|
Performance; No Default; Compliance with Articles Supplementary
|
2
|
||
Section 4.3
|
Compliance Certificates
|
3
|
||
Section 4.4
|
Opinions of Counsel
|
3
|
||
Section 4.5
|
Purchase Permitted By Applicable Law, Etc
|
3
|
||
Section 4.6
|
Sale of Other MRP Shares
|
3
|
||
Section 4.7
|
Payment of Special Counsel Fees
|
3
|
||
Section 4.8
|
Private Placement Number
|
4
|
||
Section 4.9
|
Changes in Corporate Structure
|
4
|
||
Section 4.10
|
Funding Instructions
|
4
|
||
Section 4.11
|
Rating of MRP Shares
|
4
|
||
Section 4.12
|
Articles Supplementary
|
4
|
||
Section 4.13
|
Proceedings and Documents
|
4
|
||
Section 4.14
|
Consent of Holders of Other Securities
|
4
|
||
SECTION 5.
|
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
|
4
|
||
Section 5.1
|
Organization; Power and Authority
|
4
|
||
Section 5.2
|
Authorization, Etc
|
5
|
||
Section 5.3
|
Disclosure
|
5
|
||
Section 5.4
|
No Subsidiaries
|
5
|
||
Section 5.5
|
Financial Statements; Material Liabilities
|
5
|
||
Section 5.6
|
Compliance with Laws, Other Instruments, Etc
|
6
|
||
Section 5.7
|
Governmental Authorizations, Etc
|
6
|
||
Section 5.8
|
Litigation; Observance of Statutes and Orders
|
6
|
||
Section 5.9
|
Taxes
|
6
|
||
Section 5.10
|
Title to Property; Leases
|
7 | ||
Section 5.11
|
Licenses, Permits, Etc
|
7
|
||
Section 5.12
|
Compliance with ERISA
|
7
|
||
Section 5.13
|
Private Offering by the Company
|
7
|
||
Section 5.14
|
Use of Proceeds; Margin Regulations
|
7
|
||
Section 5.15
|
Existing Indebtedness
|
7
|
||
Section 5.16
|
Foreign Assets Control Regulations, Etc
|
8
|
||
Section 5.17
|
Status under Certain Statutes
|
9
|
Section 5.18
|
Ranking of Obligations
|
9
|
||
Section 5.19
|
Capital Stock
|
9
|
||
Section 5.20
|
Restrictions on Creation of MRP Shares and Distributions
|
9
|
||
SECTION 6.
|
REPRESENTATIONS OF THE PURCHASERS.
|
10
|
||
Section 6.1
|
Purchase for Investment
|
10
|
||
Section 6.2
|
Source of Funds
|
10
|
||
SECTION 7.
|
INFORMATION AS TO COMPANY .
|
12
|
||
Section 7.1
|
Financial and Business Information
|
12
|
||
Section 7.2
|
Officer’s Certificate
|
14
|
||
Section 7.3
|
Visitation
|
15
|
||
SECTION 8.
|
REDEMPTION OF THE MRP SHARES.
|
16
|
||
SECTION 9.
|
AFFIRMATIVE COVENANTS.
|
16
|
||
Section 9.1
|
Compliance with Law
|
16
|
||
Section 9.2
|
[Intentionally Omitted]
|
16
|
||
Section 9.3
|
[Intentionally Omitted]
|
16
|
||
Section 9.4
|
Payment of Taxes
|
16
|
||
Section 9.5
|
Corporate Existence, Etc
|
16
|
||
Section 9.6
|
Books and Records
|
17
|
||
Section 9.7
|
[Intentionally Omitted.]
|
17
|
||
Section 9.8
|
[Intentionally Omitted.]
|
17
|
||
Section 9.9
|
[Intentionally Omitted.]
|
17
|
||
Section 9.10
|
[Intentionally Omitted.]
|
17
|
||
Section 9.11
|
Maintenance of Status
|
17
|
||
SECTION 10.
|
NEGATIVE COVENANTS.
|
17
|
||
Section 10.1
|
Transactions with Affiliates
|
17
|
||
Section 10.2
|
Merger, Consolidation, Etc
|
17
|
||
Section 10.3
|
Terrorism Sanctions Regulations
|
18
|
||
Section 10.4
|
Line of Business
|
18
|
||
Section 10.5
|
Controlled Portfolio Subsidiaries
|
18
|
||
SECTION 11.
|
DEFAULT AND REMEDIES.
|
18
|
||
SECTION 12.
|
RESERVED.
|
19
|
||
SECTION 13.
|
REGISTRATION; EXCHANGE; SUBSTITUTION OF CERTIFICATES REPRESENTING MRP SHARES.
|
19
|
||
Section 13.1
|
Registration of MRP Shares
|
19
|
||
Section 13.2
|
Transfer and Exchange of MRP Shares
|
20 | ||
Section 13.3
|
Replacement of Certificates Representing MRP Shares
|
20
|
||
SECTION 14.
|
PAYMENTS ON MRP SHARES.
|
20
|
||
Section 14.1
|
Place of Payment
|
20
|
||
Section 14.2
|
Home Office Payment
|
21
|
SECTION 15.
|
EXPENSES, ETC.
|
21
|
||
Section 15.1
|
Transaction Expenses
|
21
|
||
Section 15.2
|
Survival
|
22
|
||
SECTION 16.
|
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
|
22
|
||
SECTION 17.
|
AMENDMENT AND WAIVER.
|
22
|
||
Section 17.1
|
Requirements
|
22
|
||
Section 17.2
|
Solicitation of Holders of MRP Shares
|
22
|
||
Section 17.3
|
Binding Effect, Etc
|
23
|
||
Section 17.4
|
MRP Shares Held by Company, Etc
|
23
|
||
SECTION 18.
|
NOTICES.
|
23
|
||
SECTION 19.
|
REPRODUCTION OF DOCUMENTS .
|
24
|
||
SECTION 20.
|
CONFIDENTIAL INFORMATION.
|
25
|
||
SECTION 21.
|
SUBSTITUTION OF PURCHASER.
|
25
|
||
Section 21.1
|
[Needs Title]
|
25
|
||
Section 21.2
|
[Needs Title]
|
26
|
||
SECTION 22.
|
MISCELLANEOUS.
|
26
|
||
Section 22.1
|
Successors and Assigns
|
26
|
||
Section 22.2
|
Appointment of Initial MRP Shares Directors
|
26
|
||
Section 22.3
|
Accounting Terms
|
26
|
||
Section 22.4
|
Severability
|
26
|
||
Section 22.5
|
Construction, Etc
|
27
|
||
Section 22.6
|
Counterparts
|
27
|
||
Section 22.7
|
Governing Law
|
27
|
||
Section 22.8
|
Jurisdiction and Process; Waiver of Jury Trial
|
27
|
Schedule B
|
—
|
Defined Terms
|
Schedule 5.3
|
—
|
Disclosure Materials
|
Schedule 5.5
|
—
|
Financial Statements
|
Schedule 5.15
|
—
|
Existing Indebtedness
|
Schedule 5.19
|
—
|
Capital Stock
|
Exhibit 1
|
—
|
Form of Articles Supplementary
|
Exhibit 2
|
—
|
Form of Certificate Representing MRP Shares
|
Exhibit 4.4(a)
|
—
|
Form of Opinion of Special Counsel to the Company
|
Exhibit 4.4(b)
|
—
|
Form of Opinion of Special Counsel to the Purchasers
|
Exhibit 13.1
|
—
|
Form of Legend
|
SECTION 1. |
AUTHORIZATION OF MRP SHARES.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 2. |
SALE AND PURCHASE OF MRP SHARES.
|
SECTION 3. |
CLOSING.
|
SECTION 4. |
CONDITIONS TO CLOSING.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 5. |
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 6. |
REPRESENTATIONS OF THE PURCHASERS.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 7. |
INFORMATION AS TO COMPANY .
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 8. |
REDEMPTION OF THE MRP SHARES.
|
SECTION 9. |
AFFIRMATIVE COVENANTS.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 10. |
NEGATIVE COVENANTS.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 11. |
DEFAULT AND REMEDIES.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 12. |
RESERVED.
|
SECTION 13. |
REGISTRATION; EXCHANGE; SUBSTITUTION OF CERTIFICATES REPRESENTING MRP SHARES.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 14. |
PAYMENTS ON MRP SHARES.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 15. |
EXPENSES, ETC.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 16. |
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
|
SECTION 17. |
AMENDMENT AND WAIVER.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 18. |
NOTICES.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 19. |
REPRODUCTION OF DOCUMENTS .
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 20. |
CONFIDENTIAL INFORMATION.
|
SECTION 21. |
SUBSTITUTION OF PURCHASER.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
SECTION 22. |
MISCELLANEOUS.
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
|
Very truly yours,
|
|
|
|
TORTOISE MLP FUND, INC.,
|
|
|
By
|
|
|
|
|
Name:
|
P. Bradley Adams
|
|
|
Its:
|
Chief Executive Officer, Principal
|
Financial Officer and Treasurer
|
Tortoise MLP Fund, Inc. |
Securities Purchase Agreement |
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
|
||
By
|
||
|
Vice President
|
NAME AND ADDRESS OF PURCHASER
|
AGGREGATE LIQUIDATION
PREFERENCE
AMOUNT OF MRP SHARES
TO BE PURCHASED
|
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
|
$22,000,000 (880,000 shares)
Series G
|
(1) |
All payments on account of MRP Shares held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
|
(2)
|
Address for all communications and notices:
|
(3)
|
Address for Delivery of MRP Shares:
|
(a)
|
Send physical security by nationwide overnight delivery service to:
|
(b)
|
Send copy by email to:
|
(4)
|
Tax Identification No.: 22-1211670
|
SERIES
|
MATURITY DATE
|
NOTIONAL/CARRYING
AMOUNT
|
|||
Series D
|
December 15, 2020
|
112,000,000
|
|||
Series J
|
April 17, 2021
|
30,000,000
|
|||
Series K
|
September 9, 2019
|
35,000,000
|
|||
Series L
|
April 17, 2021
|
20,000,000
|
|||
Series M
|
April 17, 2021
|
10,000,000
|
|||
Series N
|
December 13, 2024
|
32,000,000
|
|||
Series 0
|
December 13, 2027
|
25,000,000
|
|||
Series P
|
October 16, 2023
|
$
|
20,000,000
|
||
Series Q
|
October 16, 2025
|
$
|
15,000,000
|
||
Series R
|
October 16, 2026
|
$
|
13,000,000
|
||
MRPS Series C
|
December 8, 2020
|
5,000,000
|
|||
MRPS Series D
|
December 8, 2022
|
40,000,000
|
|||
MRPS Series E
|
December 13, 2024
|
40,000,000
|
|||
MRPS Series F
|
December 13, 2027
|
25,000,000
|
|||
MRPS Series G
|
October 16, 2023
|
$
|
22,000,000
|
||
Indebtedness under Existing Credit Agreement
|
June 12, 2019
|
$
|
106,400,000
|
||
June 12, 2019
|
$
|
106,400,000
|
1
|
||
Total
|
$
|
550,400,000
|
TITLE OF CLASS
|
NUMBER OF SHARES AUTHORIZED
|
NUMBER OF SHARES
OUTSTANDING
|
||||||
Common stock
|
100,000,000
|
63,208,377
|
||||||
Preferred Stock
|
10,000,000
|
5,280,000
|
FITCH
|
ENHANCED DIVIDEND
AMOUNT
|
“A-”
|
0.5%
|
“BBB+” to
|
2.0%
|
“BBB-”
|
|
“BB+” or below
|
4.0%
|
ATTEST:
|
TORTOISE MLP FUND, INC.
|
||
(SEAL)
|
|||
Name: Diane M. Bono
|
Name: P. Bradley Adams
|
||
Title: Secretary
|
Title: Chief Executive Officer,
Principal Financial Officer and Treasurer
|
Number *G-[__]
|
Shares *[__]*
|
SEE REVERSE FOR IMPORTANT NOTICE
ON TRANSFER RESTRICTIONS AND OTHER INFORMATION
|
CUSIP |
DATED: October____ , 2018
|
(SEAL)
|
|
President
|
||
Secretary
|
TEN COM - as tenants in common
|
UNIF GIFT MIN ACT
|
Custodian
|
|||
TEN ENT - as tenants by the entireties
|
(Custodian)
|
|
(Minor)
|
JT TEN - as joint tenants with right of
|
Under the Uniform Gifts to Minors Act of
|
||
survivorship and not as tenants in common
|
(State)
|
FOR VALUE RECEIVED,
|
HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
|
Dated:
|
|||
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY OTHER CHANGE.
|
Re:
|
Registration Statement on Form N-2
|
|
Very truly yours,
|
|
|
|
/s/ Venable LLP
|
/s/ Ernst & Young LLP
|
|
Kansas City, Missouri
|
|
April 9, 2019
|
1.
|
Definitions of Terms Used
|
(a) |
“Access Person” means (i) any director, officer, managing director or employee of the Company or the Company’s investment advisor (or of any company in a control
relationship to the Company or its investment advisor) who, in connection with his/her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by the Company, or
whose functions relate to the making of any recommendations with respect to purchases or sales of Covered Securities; and (ii) any natural person in a control relationship to the Company or the Company’s investment advisor who obtains
information concerning recommendations made to the Company with regard to the purchase or sale of Covered Securities by the Company.
|
(b) |
“Automatic Investment Plan” means a program, including a dividend reinvestment plan, in which regular periodic purchases (or withdrawals) are made automatically in (or
from) investment accounts in accordance with a predetermined schedule and allocation.
|
(c) |
“Beneficial interest” or “beneficial ownership” shall be interpreted in the same manner as beneficial ownership would be under Rule 16a-1(a)(2) under the Securities
Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of that Act and the rules and regulations thereunder, which includes any interest in which a person, directly or
indirectly, has or shares a direct or indirect pecuniary interest. A pecuniary interest is the opportunity, directly or indirectly, to profit or share in any profit derived from any transaction. Each Access Person will be assumed to have a pecuniary interest, and therefore, beneficial interest in or ownership of, all securities held by the Access Person, the Access Person’s
spouse, all minor children, all dependent adult children and adults sharing the same household with the Access Person (other than mere roommates) and in all accounts subject to their direct or indirect influence or control
and/or through which they obtain the substantial equivalent of ownership, such as trusts in which they are a trustee or beneficiary, partnerships in which they are the general partner (except where the amount invested by the general
partner is limited to an amount reasonably necessary in order to maintain the status as a general partner), corporations in which they are a controlling shareholder (except any investment company, trust or similar entity registered
under applicable U.S. or foreign law) or any other similar arrangement. Any questions an Access Person may have about whether an interest in a security or an account constitutes beneficial interest or ownership should be directed to
the Compliance Officer.
|
(d) |
“Considering for purchase or sale” shall mean when the portfolio manager communicates that he/she is seriously considering making such a transaction or when a
recommendation to the portfolio manager to purchase or sell has been made or communicated by an analyst at the Company’s investment advisor and, with respect to the analyst making the recommendation, when such analyst seriously
considers making such a recommendation.
|
(e) |
“Contemplated Security” shall mean any security that the Company is eligible to hold or intends or proposes to acquire, and any security related to or connected with such
security.0F1
|
(f) |
“control” shall mean the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official
position with such company.
|
(g) |
“Covered Security” shall mean any security, and any security related to or connected with such security, except that it shall not include securities which are direct
obligations of the government of the United States, shares issued by U.S. registered open-end investment companies, bankers’ acceptances, bank certificates of deposit, commercial paper or high quality short-term debt instruments,
including repurchase agreements.
|
(h) |
“Disinterested Director” means any director of the Company who is not an interested person of the Company’s investment advisor or principal underwriter, is not an officer
of the Company and is not otherwise an “interested person” of the Company as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).
|
(i) |
The “Compliance Officer” shall mean the Company’s Chief Compliance Officer, as designated by the Board of Directors of the Company, from time to time, or his or her
designee.
|
(j) |
“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration,
was not required to file reports under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or an initial public offering under comparable foreign law.
|
(k) |
“Investment Personnel” means any employee of the Company or the Company’s investment advisor (or of any company in a control relationship to the Company or the Company’s
investment advisor) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Company. Investment Personnel also includes any
natural person who controls the Company or its investment advisor and who obtains information concerning recommendations made to the Company regarding the purchase or sale of securities by the Company.
|
(l) |
“Knowingly/Knows/Knew” means (i) actual knowledge or (ii) reason to believe; but shall exclude institutional knowledge, where there is no affirmative conduct by the
employee to obtain such knowledge, for example, querying the Company’s investment advisor trading system or Investment Personnel.
|
(m) |
“Limited Offering” means an offering that is exempt from registration under Section 4(2) or Section 4(6) of the Securities Act of 1933, as amended, or pursuant to Rule 504,
Rule 505, or Rule 506 under the Securities Act of 1933, as amended, and similar restricted offerings under comparable foreign law.
|
(n) |
“Personal benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever except a benefit for the
Company.
|
(o) |
“Security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas,
or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any
put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.
|
2.
|
Preferential Treatment, Gifts and Entertainment
|
3.
|
Conflicts of Interest
|
4.
|
Service as a Director
|
5.
|
Inside Information
|
6.
|
Restrictions on Personal Securities Transactions
|
(a) |
Access Persons may not sell to, or purchase from, the Company any security or other property (except merchandise in the ordinary course of business), in which such Access
Person has or would acquire a beneficial interest, unless such purchase or sale involves shares of the Company or is otherwise permitted pursuant to Section 17 of the 1940 Act.
|
(b) |
Access Persons are prohibited from engaging in the purchase and sale of shares of the Company during black-out periods determined in accordance with the procedures attached
hereto as Exhibit B. However, even outside those black-out periods, Access Persons are subject to the preclearance requirements of Section 7 below, and no transactions should be entered into in violation of Rule 10b-5 under the
Securities Exchange Act of 1934 prohibiting the use of inside information and all transactions should be carried out in compliance with Section 16 of the Securities Exchange Act of 1934 and Rule 144 under the Securities Act of 1933.
|
(c) |
Access Persons shall not discuss with or otherwise inform others of any actual or contemplated security transaction by the Company except in the performance of employment
duties or in an official capacity and then only for the benefit of the Company, and in no event for personal benefit or for the benefit of others.
|
(d) |
Access Persons shall not release information to dealers or brokers or others (except to those concerned with the execution and settlement of the transaction) as to any
changes in Company investments, proposed or in process, except (i) upon the completion of such changes, (ii) when the disclosure results from the publication of a prospectus, (iii) in conjunction with a regular report to shareholders or
to any governmental authority resulting in such information becoming public knowledge, or (iv) in connection with any report to which shareholders are entitled by reason of provisions of the articles of incorporation, bylaws, rules and
regulations, contracts or similar documents governing the operations of the Company.
|
(e) |
Access Persons may not use knowledge of portfolio transactions made or contemplated for the Company to profit by the market effect of such transactions or otherwise engage
in fraudulent conduct in connection with the purchase or sale of a security sold or acquired by the Company.
|
(f) |
No Access Person shall knowingly take advantage of a corporate opportunity of the Company for personal benefit, or take action inconsistent with such Access Person’s
obligations to the Company. All personal securities transactions must be consistent with this Code and Access Persons must avoid any actual or potential conflict of interest or any abuse of any Access Person’s position of trust and
responsibility.
|
(g) |
Any transaction in a Covered Security in anticipation of the Company’s transaction (“front-running”) is prohibited.
|
(h) |
No Access Person (other than a Disinterested Director) shall purchase or sell any Covered Security which such Access Person knows that the Company’s investment advisor
either is purchasing or selling, or is considering for purchase or sale, for the Company until either the Company’s transactions have been completed or consideration of such transaction is abandoned.
|
(i) |
No Disinterested Director shall purchase or sell, directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct
or indirect beneficial ownership or interest when the Disinterested Director knows that securities of the same class are being purchased or sold or are being considered for purchase or sale by the Company, until such time as the
Company’s transactions have been completed or consideration of such transaction is abandoned.
|
(j) |
When anything in this Section 6 prohibits the purchase or sale of a security, it also prohibits the purchase or sale of any related securities, such as puts, calls, other
options or rights in such securities and securities-based futures contracts and any securities convertible into or exchangeable for such security.
|
(k) |
Any Access Person who trades in violation of this Section 6 must unwind the trade or disgorge the profits.
|
7.
|
Preclearance of Personal Securities Transactions
|
(a) |
No Access Person (other than Disinterested Directors) may buy or sell any Contemplated Security or any shares of the Company for an account beneficially owned by him
without having first obtained specific permission from the Compliance Officer. Requests for preclearance and approval for trades involving Contemplated Securities, shares of the Company, Initial Public Offerings or Limited Offerings
should be submitted to the Compliance Officer. After a preclearance has been approved, the transaction may be affected either internally or through an external broker. Transaction orders must be placed within one week of the day permission to trade is granted or such shorter period as is indicated in the approved preclearance.
|
(b) |
No Investment Personnel shall directly or indirectly acquire a beneficial interest in securities through a Limited Offering or in an Initial Public Offering without
obtaining the prior consent of the Compliance Officer. This restriction applies to ANY Limited Offering or Initial Public Offering (not just energy
company offerings). Examples of Limited Offerings include, but are not limited to, the private funds managed by the Adviser’s affiliates, Palmer Square Capital Management and Mariner Real Estate Management. Consideration
will be given to whether or not the opportunity should be reserved for the Company. Such Officer will review these proposed investments on a case-by-case basis and approval may be appropriate when it is clear that conflicts are very
unlikely to arise due to the nature of the opportunity for investing in the Initial Public Offering or Limited Offering. Individuals registered with a
broker dealer, such as Tortoise Securities, LLC, and their immediate families are PROHIBITED from participating in Initial Public Offerings.
|
8.
|
Excluded Transactions
|
(a) |
Transactions effected for any account over which the Access Person has no direct or indirect influence or control and which has been disclosed to the Compliance Officer
pursuant to Section 9(g). The prohibitions of Section 6 do not apply to any transaction in a trust or investment advisory account in which a Disinterested Director (either alone or with others who are not subject to this Code) has a
beneficial interest if the investment discretion over the account is exercised by a third party and at the time of the transaction the Disinterested Director did not have knowledge of the transaction.
|
(b) |
Non-volitional purchases and sales, such as dividend reinvestment programs or “calls” or redemption of securities.
|
(c) |
The acquisition of securities by gift or inheritance or disposition of securities by gift to charitable organizations.
|
(d) |
Standing orders for retirement plans, provided that, except as set forth in (e) below, prior clearance is obtained before an Access Person starts, increases, decreases or
stops direct debits/standing orders for retirement plans. Lump sum investments in or withdrawals from such plans must be pre-cleared on a case-by-case basis and are subject to trading restrictions.
|
(e) |
The purchase or sale of open-end mutual funds managed by the Adviser or by an affiliate of Tortoise Investments, LLC made in the account of an Access Person through the
401(k) platform for Tortoise Investments, LLC and its affiliates, provided that the Access Person does not possess inside information about such fund at the time of allocation of 401(k) contributions.
|
(f) |
Transactions involving affiliated private funds for which the Access Person’s subscription agreement was approved by the Compliance Officer.
|
9.
|
Reporting Procedures
|
(a) |
Brokerage Accounts. Before effecting personal transactions through an external broker, each
Access Person (other than a Disinterested Director) must (i) inform the brokerage firm of his affiliation with the Company and the Company’s investment advisor; (ii) make arrangements or provide necessary documentation for automatic
feeds for transactions in personal accounts with brokers that provide live feeds through MyComplianceOffice; and (iii) make arrangements to allow the Access Person to upload duplicate account statements to MyComplianceOffice for
personal accounts with brokers that do not provide such live feeds.
|
(b) |
Initial Holdings Report. Each Access Person (other than a Disinterested Director) must provide
a report which includes the following information within ten (10) days of becoming an Access Person:
|
· |
The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the Person became
an Access Person;
|
· |
The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access
Person as of the date the person became an Access Person; and
|
· |
The date that the report is submitted by the Access Person.
|
(c) |
Quarterly Transaction Reports. Not later than thirty (30) days following the end of a calendar
quarter, each Access Person (other than a Disinterested Director, except as required by Section 9(e)) must submit a report which includes the following information with respect to any transaction in the quarter in a Covered Security in
which the Access Person had any direct or indirect beneficial ownership:
|
· |
The date of the transaction, the title, interest rate and maturity date (if applicable), the number of shares and principal amount of each Covered Security involved;
|
· |
The nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);
|
· |
The price of the Covered Security at which the transaction was effected;
|
· |
The name of the broker, dealer or bank with or through which the transaction was effected; and
|
· |
The date that the report is submitted by the Access Person.
|
(d) |
Annual Holdings Report. Each Access Person (other than a Disinterested Director) shall submit
the information required in Section 9(b) above annually within thirty (30) days of the end of each calendar year through MyComplianceOffice. The information shall be current as of a date no more than forty-five (45) days before the
report is submitted.
|
(e) |
Disinterested Directors. A Disinterested Director shall provide a quarterly report with
respect to any purchase or sale of any Covered Security in which such person had a beneficial interest if at the time of the transaction the Disinterested Director knew, or in the ordinary course of fulfilling his or her official duties
as a director of the Company should have known, that on the date of the transaction or within fifteen (15) days before or after the transaction, purchase or sale of that class of security was made or considered for the Company. The
form of the report shall contain the information set forth in Section 9(c) above. Any such report may be provided electronically or in paper.
|
(f) |
Review of Reports. The Compliance Officer shall be responsible for identifying Access Persons,
notifying them of their obligations under this Code and reviewing reports submitted by Access Persons. The Compliance Officer will maintain the names of the persons responsible for reviewing these reports, as well as records of all
reports filed pursuant to these procedures. No person shall be permitted to review his/her own reports. Such reports shall be reviewed by the Compliance Officer or other officer who is senior to the person submitting the report.
|
(g) |
Exceptions from Reporting Requirements. An Access Person need not make reports pursuant to
this Section 9 with respect to transactions effected for, and Covered Securities held in, any account over which the Access Person has no direct or indirect influence or control, such as variable annuity accounts or Section 529
qualified tuition plans (unless such accounts or plans are managed, distributed, marketed, or underwritten by the Adviser or its affiliates). Access Persons relying on this exception must inform the Compliance Officer of accounts
meeting this exception. In addition, an Access Person need not make reports pursuant to Section 9(c) with respect to transactions effected pursuant to an Automatic Investment Plan. Notwithstanding the foregoing, if any such account
holds shares of the Company for which the Access Person must file Forms 3, 4 or 5 pursuant to Section 16(a) of the Securities Exchange Act of 1934 (i.e. directors and senior officers of the Tortoise closed-end funds), the Access Person
must provide to the Compliance Officer information on transactions in, and holdings of, shares of the Company in the account to allow the timely filing of such reports.
|
10.
|
Administration of Code
|
11.
|
Reports to Board
|
12.
|
Code Revisions
|
13.
|
Recordkeeping Requirements
|
14.
|
Condition of Employment or Service
|
Print Name
|
||
Date
|
Signature
|
1.
|
Definitions of Terms Used
|
(a) |
“Access Person” of an Adviser means (i) any Supervised Person (A) who has access to nonpublic information regarding any client’s purchase or sale of securities, or
nonpublic information regarding the portfolio holdings of any client; (B) who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic; or (C) who is involved in
maintaining Proprietary Indices or who has access to changes in index methodology or constituent components of Propriety Indices prior to their public dissemination; and (ii) all directors, managing directors and officers of an Adviser.
|
(b) |
“Automatic Investment Plan” means a program, including a dividend reinvestment plan, in which regular periodic purchases (or withdrawals) are made automatically in (or
from) investment accounts in accordance with a predetermined schedule and allocation.
|
(c) |
“Beneficial ownership” or “beneficial interest” shall be interpreted in the same manner as beneficial ownership would be under Rule 16a-1(a)(2) under the Securities
Exchange Act of 1934 in determining whether a person has beneficial ownership of a security for purposes of Section 16 of that Act and the rules and regulations thereunder, which includes any interest in which a person, directly or
indirectly, has or shares a direct or indirect pecuniary interest. A pecuniary interest is the opportunity, directly or indirectly, to profit or share in any profit derived from any transaction. Each Access Person will be assumed to have a pecuniary interest, and therefore, beneficial interest in or ownership of, all securities held by the Access Person, the Access Person’s
spouse, all minor children, all dependent adult children and adults sharing the same household with the Access Person (other than mere roommates) and in all accounts subject to their direct or indirect influence or control
and/or through which they obtain the substantial equivalent of ownership, such as trusts in which they are a trustee or beneficiary, partnerships in which they are the general partner (except where the amount invested by the general
partner is limited to an amount reasonably necessary in order to maintain the status as a general partner), corporations in which they are a controlling shareholder (except any investment company, trust or similar entity registered
under applicable U.S. or foreign law) or any other similar arrangement. Any questions an Access Person may have about whether an interest in a security or an account constitutes beneficial interest or ownership should be directed to
the Compliance Officer.
|
(d) |
“Considering for purchase or sale” shall mean when the portfolio manager communicates that he/she is seriously considering making such a transaction or when a
recommendation to the portfolio manager to purchase or sell has been made or communicated by an analyst at the Adviser and, with respect to the analyst making the recommendation, when such analyst seriously considers making such a
recommendation.
|
(e) |
“Contemplated Security” with respect to a particular Adviser shall mean any security that the Adviser may recommend to its clients for purchase or sale, and any security
related to or connected with such security, and for index-based products of the Adviser, if applicable, shall include all securities comprising the applicable Proprietary Index.
|
(f) |
“Covered Security” shall mean any security, and any security related to or connected with such security, except that it shall not include (1) securities which are direct
obligations of the government of the United States, (2) bankers’ acceptances, bank certificates of deposit, commercial paper or high quality short-term debt instruments, including repurchase agreements, (3) shares issued by money market
Funds, (4) shares issued by U.S. registered open-end investment companies except Reportable Funds, and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end Funds, none of which are Reportable
Funds.
|
(g) |
“Compliance Officer” shall mean the Chief Compliance Officer, as may be designated by the Adviser from time to time, or his or her designee.
|
(h) |
“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the
Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, the Bank Secrecy Act as it applies to investment companies registered under the Investment Company Act of 1940 and investment advisers, each as may be amended or
supplemented, and any rules adopted thereunder by the Securities and Exchange Commission (the “SEC”) or the Department of the Treasury, as applicable.
|
(i) |
“Fund” means any investment company registered under the Investment Company Act of 1940, as amended.
|
(j) |
“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration,
was not required to file reports under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or an initial public offering under comparable foreign law.
|
(k) |
“Investment Personnel” of an Adviser means any employee of the Adviser (or of any company under common control with the Adviser) who, in connection with his or her regular
functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities for the Adviser’s clients. Investment Personnel also includes any natural person who controls the Adviser and who obtains
information concerning recommendations made to the Adviser’s clients regarding the purchase or sale of securities for such clients.
|
(l) |
“Knowingly/Knows/Knew” means (i) actual knowledge or (ii) reason to believe but shall exclude institutional knowledge, where there is no affirmative conduct by the employee
to obtain such knowledge, for example, querying the Adviser’s trading system or Investment Personnel.
|
(m) |
“Limited Offering” means an offering that is exempt from registration under Section 4(2) or Section 4(6) of the Securities Act of 1933, as amended, or pursuant to Rule 504,
Rule 505, or Rule 506 under the Securities Act of 1933, as amended, and similar restricted offerings under comparable foreign law.
|
(n) |
“Non-Employee Committee Member” means any member of the Index Committee of Tortoise Index Solutions, LLC (“TIS”) who is not an employee of TIS, Tortoise Investments, LLC or
Tortoise Capital Advisors, L.L.C.
|
(o) |
“Personal Benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever except a benefit for a client.
|
(p) |
“Personal Securities Transactions” shall not include transactions in Proprietary Accounts.
|
(q) |
“Portfolio Deposit” means an in-kind deposit of securities and/or cash in connection with the purchase of securities of a Self-Indexing Fund.
|
(r) |
“Proprietary Account” of an Adviser means an account in which the Adviser or Tortoise Investments, LLC owns, individually or in the aggregate, a 5% or greater interest.
|
(s) |
“Proprietary Index or Indices” means a market index or indices sponsored, constructed and maintained by TIS or an affiliate of TIS.
|
(t) |
“Rebalancing Date” means a scheduled interval for rebalancing the components of a Proprietary Index or their weightings.
|
(u) |
“Reportable Fund” means (i) any Fund for which an Adviser serves as an investment adviser, or (ii) any Fund whose investment adviser or principal underwriter controls us,
we control or is under common control with us. For purposes of this definition, “control” has the meaning given to it in Section 2(a)(9) of the Investment Company Act of 1940.
|
(v) |
“Rules-Based Methodology” means a methodology based on quantitative algorithms or criteria to determine index composition at pre-determined intervals.
|
(w) |
“Security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas,
or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any
put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.
|
(x) |
“Self-Indexing Fund” means an exchange-traded fund managed by an Adviser for which the Adviser or an affiliate serves as index provider.
|
(y) |
“Supervised Person” of an Adviser means any officer, director, managing director or employee of the Adviser, or other person who provides investment advice on behalf of the
Adviser or is involved in maintenance of Proprietary Indices and is subject to the supervision and control of the Adviser, including interns, temporary workers or particular persons designated by the Compliance Officer.
|
2.
|
Compliance with Laws and Regulations
|
(a) |
Defraud any client in any manner;
|
(b) |
Mislead any client, including by making a statement that omits material facts;
|
(c) |
Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon any client;
|
(d) |
Engage in any manipulative practice with respect to a client; or
|
(e) |
Engage in any manipulative practice with respect to securities, including price manipulation.
|
3.
|
Preferential Treatment, Gifts and Entertainment
|
4.
|
Conflicts of Interest
|
5.
|
Service as a Director
|
6.
|
Inside Information
|
7.
|
Restrictions on Personal Securities Transactions
|
(a) |
Access Persons of an Adviser may not sell to, or purchase from, any client any security or other property (except merchandise in the ordinary course of business), in which
such Person has or would acquire a beneficial interest, unless such purchase or sale involves shares of a Fund, or is otherwise permitted pursuant to Section 17 of the 1940 Act.
|
(b) |
Access Persons of an Adviser may only engage in the purchase and sale of shares of any Reportable Fund during the periods allowed by, and in accordance with, the policies
and procedures of such Reportable Fund. However, even within those periods, no transactions should be entered into in violation of Rule 10b-5 prohibiting the use of inside information and all transactions should be carried out in
compliance with Section 16 of the Securities Exchange Act of 1934 and Rule 144 under the Securities Act of 1933.
|
(c) |
Access Persons of an Adviser shall not discuss with or otherwise inform others of any actual or contemplated security transaction by any client except in the performance of
employment duties or in an official capacity and then only for the benefit of the client, and in no event for personal benefit or for the benefit of others.
|
(d) |
Access Persons shall not disseminate (1) information regarding changes in the index methodology of any Proprietary Index, (2) changes in the constituent components of a
Proprietary Index, or (3) information regarding a Portfolio Deposit, prior to the public announcement or dissemination of such information, except in the performance of employment duties.
|
(e) |
Access Persons of an Adviser shall not release information to dealers or brokers or others (except to those concerned with the execution and settlement of the transaction)
as to any changes in any client’s investments, proposed or in process, except (i) upon the completion of such changes, (ii) when the disclosure results from the publication of a prospectus by a Reportable Fund, (iii) in conjunction with
a regular report to shareholders of a Reportable Fund, or to any governmental authority resulting in such information becoming public knowledge, or (iv) in connection with any report to which shareholders of a Reportable Fund are
entitled by reason of provisions of the articles of incorporation, bylaws, rules and regulations, contracts or similar documents governing the operations of such company.
|
(f) |
Access Persons of an Adviser may not use knowledge of portfolio transactions made or contemplated for any client, or changes to index methodology or constituent components
of Proprietary Indices, to profit by the market effect of such transactions or otherwise engage in fraudulent conduct in connection with the purchase or sale of a security sold or acquired by any client.
|
(g) |
No Access Person of an Adviser shall knowingly take advantage of an opportunity of any client for personal benefit, or take action inconsistent with such Access Person’s
fiduciary obligations to the Adviser’s clients. All personal securities transactions must be consistent with this Code and Access Persons must avoid any actual or potential conflict of interest or any abuse of any Access Person’s
position of trust and responsibility.
|
(h) |
Any transaction in a Covered Security in anticipation of any client’s transaction (“front-running”) is prohibited.
|
(i) |
No Access Person of an Adviser shall purchase or sell, directly or indirectly, any Covered Security which such Access Person knows that the Adviser either is purchasing or
selling, or is considering for purchase or sale, for any client until either the client’s transactions have been completed or consideration of such transaction is abandoned. Without limiting the foregoing, no Access Person of TIS may
purchase or sell a security which is a constituent component of a Proprietary Index within two (2) business days before or two (2) business days after a Rebalancing Date.
|
(j) |
When anything in this Section 7 prohibits the purchase or sale of a security, it also prohibits the purchase or sale of any related securities, such as puts, calls, other
options or rights in such securities and securities-based futures contracts and any securities convertible into or exchangeable for such security.
|
(k) |
Any Access Person of an Adviser who trades in violation of this Section 7 will be subject to sanctions as set forth in Section 15.
|
8.
|
Preclearance of Personal Securities Transactions
|
(a) |
No Access Person of an Adviser may buy or sell any Contemplated Security for an account beneficially owned by him without having first obtained specific permission from the
Adviser’s Compliance Officer. Requests for preclearance and approval for trades involving Contemplated Securities, Initial Public Offerings or Limited Offerings should be submitted to the Compliance Officer. After preclearance has
been approved, the transaction may be affected either internally or through an external broker. Transaction orders must be placed within one week of the day
permission to trade is granted or such shorter period as is indicated in the approved preclearance.
|
(b) |
No Access Person of an Adviser shall directly or indirectly acquire a beneficial interest in securities through a Limited Offering or in an Initial Public Offering without
obtaining the prior consent of the Compliance Officer. This restriction applies to ANY Limited Offering or Initial Public Offering. Examples of
Limited Offerings include, but are not limited to, the private funds managed by the Firm’s affiliates. Consideration will be given to whether or not the opportunity should be reserved for the Adviser’s clients. The Adviser’s
Compliance Officer will review these proposed investments on a case-by-case basis and approval may be appropriate when it is clear that conflicts are very unlikely to arise due to the nature of the opportunity for investing in the
Initial Public Offering or Limited Offering. Individuals registered with a broker dealer, such as Tortoise Securities, LLC, and their immediate families
are PROHIBITED from participating in Initial Public Offerings.
|
9.
|
Excluded Transactions
|
(a) |
Transactions effected for any account over which the Access Person has no direct or indirect influence or control and which has been disclosed to the Adviser’s Compliance
Officer pursuant to Section 10(f).
|
(b) |
Non-volitional purchases and sales, such as dividend reinvestment programs or “calls” or redemption of securities.
|
(c) |
The acquisition of securities by gift or inheritance or disposition of securities by gift to charitable organizations.
|
(d) |
Standing orders for retirement plans provided that, except as set forth in (e) below, prior clearance is obtained before an Access Person starts, increases, decreases or
stops direct debits/standing orders for retirement plans. Lump sum investments in or withdrawals from such plans must be precleared on a case-by-case basis and are subject to trading restrictions.
|
(e) |
The purchase or sale of open-end mutual funds managed by an Adviser or by an affiliate of Tortoise Investments, LLC made in the account of an Access Person through the
401(k) platform for Tortoise Investments, LLC and its affiliates, provided that the Access Person does not possess inside information about such fund at the time of allocation of 401(k) contributions.
|
(f) |
Transactions involving affiliated private funds for which the Access Person’s subscription agreement was approved by the Adviser’s Compliance Officer.
|
10.
|
Reporting Procedures for Personal Securities Transactions
|
(a) |
Brokerage Accounts. Before effecting personal transactions through an external broker, each
Access Person must (i) inform the brokerage firm of his affiliation with the Adviser; (ii) make arrangements or provide necessary documentation for linking personal accounts through MyComplianceOffice; provided that in the event an
Access Person is unable to link a personal account through MyComplianceOffice, the Access Person must make arrangements to allow the Access Person to upload duplicate confirmations or account statements for such account to
MyComplianceOffice (or otherwise provide such duplicate account statements or transaction information to the Adviser’s Compliance Officer).
|
(b) |
Initial Holdings Report. Each Access Person must provide an initial holdings report which
includes the following information within ten (10) days of becoming an Access Person:
|
· |
The title, type of security, the exchange ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each Covered Security in which the Access
Person had any direct or indirect beneficial ownership;
|
· |
The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access
Person; and
|
· |
The date that the report is submitted by the Access Person.
|
(c) |
Quarterly Transaction Reports. Not later than thirty (30) days following the end of a calendar
quarter, each Access Person must submit a report which includes the following information:
|
· |
The date of the transaction, the title, the exchange ticker symbol or CUSIP number, as applicable, interest rate and maturity date (if applicable), the number of shares and
principal amount of each Covered Security involved;
|
· |
The nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);
|
· |
The price of the Covered Security at which the transaction was effected;
|
· |
The name of the broker, dealer or bank with or through which the transaction was effected; and
|
· |
The date that the report is submitted by the Access Person.
|
· |
The name of the broker, dealer or bank with whom the Access Person established the account;
|
· |
The date the account was established; and
|
· |
The date that the report is submitted by the Access Person.
|
(d) |
Annual Holdings Report. Each Access Person shall submit the information required in Section
10(b) above annually within thirty (30) days of the end of each calendar year through MyComplianceOffice. The information shall be current as of a date no more than forty-five (45) days before the report is submitted.
|
(e) |
Review of Reports. An Adviser’s Compliance Officer shall be responsible for identifying Access
Persons of that Adviser, notifying them of their obligations under this Code and reviewing reports submitted by those Access Persons. The Compliance Officer will maintain the names of the persons responsible for reviewing these
reports, as well as records of all reports filed pursuant to these procedures. No person shall be permitted to review his/her own reports. Such reports shall be reviewed by the Compliance Officer or other officer who is senior to the
person submitting the report.
|
(f) |
Exceptions from Reporting Requirements.
|
(i) |
An Access Person of an Adviser need not make reports pursuant to this Section 10 with respect to transactions effected for, and Covered Securities held in, any account over
which the Access Person has no direct or indirect influence or control, such as variable annuity accounts or Section 529 qualified tuition plans (unless such accounts or plans are managed, distributed, marketed, or underwritten by the
Adviser or its affiliates). Access Persons relying on this exception must inform the Adviser’s Compliance Officer of accounts meeting this exception.
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(ii) |
An Access Person need not make reports pursuant to Section 10(c) with respect to transactions effected pursuant to an Automatic Investment Plan. Notwithstanding the
foregoing, if any such account holds shares of a Reportable Fund for which the Access Person must file Forms 3, 4 or 5 pursuant to Section 16(a) of the Securities Exchange Act of 1934 (i.e. directors and senior officers of the Tortoise
closed-end funds), the Access Person must provide to the Adviser’s Compliance Officer information on transactions in, and holdings of, shares of such Reportable Fund in the account to allow the timely filing of such reports.
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(iii) |
Any Non-Employee Committee Member may satisfy the requirements of Sections 3, 7, 8, 9 and 10 hereof by complying with the reporting requirements of the Code of Ethics of
their employer, provided that such entity is affiliated with the Firm and provides the applicable Compliance Officer with such access to copies of information and reports as are deemed necessary for the Compliance Officer to monitor
compliance with this Code of Ethics.
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11.
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Administration of Code
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12.
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Reports to Board
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13.
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Code Revisions
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14.
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Recordkeeping Requirements
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15.
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Condition of Employment or Service
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SIGNATURES:
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TITLE:
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/s/ Rand C. Berney
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||
Rand C. Berney
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Director
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/s/ H. Kevin Birzer
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||
H. Kevin Birzer
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Director
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/s/ Conrad S. Ciccotello
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||
Conrad S. Ciccotello
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Director
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/s/ Alexandra A. Herger
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||
Alexandra A. Herger
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Director
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/s/ Jennifer Paquette
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||
Jennifer Paquette
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Director
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/s/ P. Bradley Adams
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P. Bradley Adams
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Chief Executive Officer
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