UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Tortoise Energy Independence Fund, Inc
(Name of Issuer)
Common Shares, $0.001 par value
(Title of Class of Securities)
89148K200
(CUSIP Number)
Saba Capital Management, L.P.
405 Lexington Avenue
58th Floor
New York, NY 10174
Attention: Michael D'Angelo
(212) 542-4635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]
(Page 1 of 7 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 89148K200 | SCHEDULE 13D/A | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Saba Capital Management, L.P. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
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| 3 | SEC USE ONLY |
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| 4 | SOURCE OF FUNDS OO (see Item 3) |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER -0- |
|
| 8 | SHARED VOTING POWER 166,521 |
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| 9 | SOLE DISPOSITIVE POWER -0- |
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| 10 | SHARED DISPOSITIVE POWER 166,521 |
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| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 166,521 |
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| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.49% |
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| 14 | TYPE OF REPORTING PERSON PN; IA |
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The percentages used herein are calculated based upon 1,754,000 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/7/23.
| CUSIP No. 89148K200 | SCHEDULE 13D/A | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Boaz R. Weinstein |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
|
| 3 | SEC USE ONLY |
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| 4 | SOURCE OF FUNDS OO (see Item 3) |
||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER -0- |
|
| 8 | SHARED VOTING POWER 166,521 |
||
| 9 | SOLE DISPOSITIVE POWER -0- |
||
| 10 | SHARED DISPOSITIVE POWER 166,521 |
||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 166,521 |
||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.49% |
||
| 14 | TYPE OF REPORTING PERSON IN |
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The percentages used herein are calculated based upon 1,754,000 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/7/23.
| CUSIP No. 89148K200 | SCHEDULE 13D/A | Page 4 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Saba Capital Management GP, LLC |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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| 3 | SEC USE ONLY |
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| 4 | SOURCE OF FUNDS OO (see Item 3) |
||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER -0- |
|
| 8 | SHARED VOTING POWER 166,521 |
||
| 9 | SOLE DISPOSITIVE POWER -0- |
||
| 10 | SHARED DISPOSITIVE POWER 166,521 |
||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 166,521 |
||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.49% |
||
| 14 | TYPE OF REPORTING PERSON OO |
||
The percentages used herein are calculated based upon 1,754,000 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/7/23.
| CUSIP No. 89148K200 | SCHEDULE 13D/A | Page 5 of 7 Pages |
| Item 1. | SECURITY AND ISSUER |
| This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the SEC on 1/10/22, as amended by Amendment No. 1 filed 2/14/22, and Amendment No 2. filed 7/1/22; with respect to the common shares of Tortoise Energy Independence Fund, Inc. This Amendment No. 3 amends Items 3, 4, 5 and 7, as set forth below. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $3,969,334 was paid to acquire the Common Shares reported herein. |
| Item 4. | PURPOSE OF TRANSACTION |
|
On March 17, 2023, Saba Capital, on behalf of Saba Capital Master Fund, Ltd., sent a letter to the Issuer containing a shareholder proposal under Rule 14a-8, for presentation to the Issuer's shareholders at the Issuer's 2024 annual meeting of shareholders, asking the Board to take all necessary steps in its power to declassify the Board (such letter, the "Declassification Proposal Letter"). The foregoing summary of the Declassification Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Declassification Proposal Letter, a copy of which is attached as Exhibit 2 and is incorporated by reference herein. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 1,754,000 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/7/23. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| CUSIP No. 89148K200 | SCHEDULE 13D/A | Page 6 of 7 Pages |
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(c) |
No trades in the past 60 days. |
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(d) |
The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares. |
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(e) |
Not applicable. |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit 2: | Declassification Proposal Letter. |
| CUSIP No. 89148K200 | SCHEDULE 13D/A | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: March 20, 2023
| SABA CAPITAL MANAGEMENT, L.P. | |
| By: /s/ Michael D'Angelo | |
| Name: Michael D'Angelo | |
| Title: Chief Compliance Officer | |
| SABA CAPITAL MANAGEMENT GP, LLC | |
| By: /s/ Michael D'Angelo | |
| Name: Michael D'Angelo | |
| Title: Authorized Signatory | |
| BOAZ R. WEINSTEIN | |
| By: /s/ Michael D'Angelo | |
| Name: Michael D'Angelo | |
| Title: Attorney-in-fact* | |
* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823 |
EXHIBIT 2
DECLASSIFICATION PROPOSAL LETTER
March 17, 2023
Via Electronic Mail and Courier
Ms. Diane Bono, Secretary
c/o Tortoise Energy Independence Fund, Inc.
6363 College Boulevard, Suite 100A
Overland Park, KS 66211
Re: Tortoise Energy Independence Fund, Inc. (the "Fund")
Dear Ms. Bono,
Saba Capital Management, L.P. (the "Proponent" or "Saba") is the investment adviser to Saba Capital Master Fund, Ltd., the owner of 50,180 shares of common stock, par value $0.001 per share of the Fund (the "Common Shares"), which has held continuously for more than one year shares representing a market value of $25,000 or more prior to and including the date hereof.
In accordance with Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), the Proponent submits the following proposal for presentation to the Fund's stockholders at the Fund's 2024 annual meeting of stockholders, including any postponement or adjournment or special meeting held in lieu thereof (the "Meeting").
The Proponent's proposal pursuant to Rule 14a-8 of the Exchange Act (the "Proposal") is as follows:
PROPOSAL
RESOLVED, that the shareholders of Tortoise Energy Independence Fund, Inc. (the "Fund") request that the Board of Directors of the Fund (the "Board") take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.
SUPPORTING STATEMENT
Saba believes that the annual election of all directors encourages board accountability to a company's shareholders which, in turn, boosts a board's performance thereby creating greater value for the shareholders it serves. This view is shared by many, if not the overwhelming majority of, proxy advisory firms, institutional investors and large shareholders. Companies that are attentive to their shareholder base and care about good governance have taken note, with ~90% of the S&P 500 and ~73% of the S&P 1,500 electing all of their board members annually.1
_________________________________________
1 Additionally, ~60% of the companies in the Russell 3,000 elect all their board members annually. See Matteo Tonello et al., Corporate Board Practices in the Russell 3000, S&P 500 and S&P Mid-Cap 400 (Nov. 2022) and Ernst & Young, EY Center for Board Matters: Corporate Governance by the Numbers (Mar. 2022).
Saba is committed to improving the corporate governance of the Fund for the benefit of all shareholders. Currently, the Board is divided into three classes serving staggered three-year terms. A classified board protects the incumbents and leads to entrenchment, which in turn limits accountability to shareholders and makes the board less responsive to shareholder concerns. Empirical studies have found a statistically significant correlation between the presence of a classified board structure and a decline in firm value, with the effect even more pronounced where board classification is enshrined in a company's charter, as is the case with the Fund.2
Saba's proposal to declassify the Board is geared toward encouraging the Board to take positive steps towards the implementation of good governance and productive shareholder engagement, the totality of which, Saba believes, will allow the Fund to achieve its optimal valuation and unlock value for the Fund's shareholders.
For a greater voice in the Fund's corporate governance and to increase the accountability of the Board to shareholders, Saba urges you to vote FOR this proposal.
END OF PROPOSAL
Saba hereby represents that Saba has continuously and beneficially owned Common Shares with a market value of not less than $25,000 for at least one year prior to the date of the submission of Proposal, and intends to continue to hold the requisite number of Common Shares through the date of the Meeting. Pursuant to Rule 14a-8(b)(2)(ii)(B) of the Exchange Act, copies of the Schedule 13D/A filed with the Securities and Exchange Commission on each of February 14, 2022 and July 1, 2022 confirming the above ownership are attached as Exhibit A hereto.
In accordance with Rule 14a-8(b)(1)(iii) of the Exchange Act, the Proponent represents that its representatives are able to meet with the Fund via teleconference no less than 10 calendar days, nor more than 30 calendar days, after submission of the Proposal. The Proponent will assume that the regular business hours of the Fund's principal executive offices, which are located in Kansas, are between 9:00 a.m. and 5:30 p.m. CDT, unless otherwise notified by the Fund. To that end, certain representatives of the Proponent are available to discuss the Proposal during the following business days and at the following times by teleconference:
_________________________________________
2 See generally Lucian A. Bebchuk and Alma Cohen, The Costs Of Entrenched Boards (2005), Journal of Financial Economics, v78, 409-433 and Lucian Bebchuk, Alma Cohen and Charles C.Y. Wang, Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment (2010), available at http://ssrn.com/abstract=1706806.
The Proponent's contact information is as follows:
c/o Saba Capital Management, L.P.
405 Lexington Avenue, 58th Floor
New York, New York 10174
Attn: Michael D'Angelo
Email: Michael.Dangelo@sabacapital.com
In addition, Saba would appreciate that copies of all written notices and other written or electronic communications (which shall not constitute notice) be sent to:
Schulte Roth & Zabel LLP
919 Third Avenue, Suite 2300
New York, New York 10022
Attn: Eleazer Klein
Email: Eleazer.Klein@srz.com
Please notify us as soon as possible if you would like any further information or if you believe this notice is deficient in any way or if additional information is required so that the Proponent may promptly provide it to you in order to cure any deficiency.
Thank you for your time and consideration.
| Sincerely, | ||
| By: | Saba Capital Management, L.P. | |
| /s/ Michael D'Angelo | ||
| Name: Michael D'Angelo Title: Chief Operating Officer and General Counsel |
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cc: The Board of Directors of the Fund
EXHIBIT A
Proof of Ownership
[See attached]