UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION
REQUIRED IN
PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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☐ Preliminary
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☒ Definitive
Proxy Statement
☐ Definitive
Additional Materials
☐ Soliciting
Material Under Rule 14a-12
| TORTOISE
ENERGY INDEPENDENCE FUND, INC. |
| (Name
of Registrant as Specified in Its Charter) |
ATG
CAPITAL MANAGEMENT LLC
ATG
FUND II LLC
JID
2013 TRUST HOLDINGS LLLP
GABRIEL
D. GLIKSBERG
AARON
T. MORRIS
|
| (Name
of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
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ANNUAL
MEETING OF STOCKHOLDERS
OF
TORTOISE
ENERGY INDEPENDENCE FUND, INC.
_________________________
PROXY STATEMENT
OF
ATG CAPITAL MANAGEMENT LLC
ATG
FUND II LLC
JID
2013 TRUST HOLDINGS LLLP
GABRIEL
D. GLIKSBERG
AARON
T. MORRIS
_________________________
PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY
ATG
Capital Management LLC (“ATG Capital”), ATG Fund II LLC (“ATG Fund”) and JID 2013 Trust Holdings LLLP
(“JID” and, together with the foregoing, “ATG” or “we”) are soliciting your vote at the Annual
Meeting (defined below) as to the election of directors and the other matters described in this Proxy Statement.1 ATG
Fund II LLC beneficially owns 37,106 shares and JID beneficially owns 45,629 shares of common stock (the “Common Stock”)
of Tortoise Energy Independence Fund, Inc. (“Energy Independence Fund” or the “Fund”), a Maryland corporation
registered as a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940,
as amended (the “1940 Act”).
We
are writing to you regarding the upcoming annual meeting of stockholders on August 8, 2024 at 5100 W. 115th Place, Leawood, Kansas
66211 at 10:00 a.m. Central Time (the “Annual Meeting”). For further details regarding the Annual Meeting, please
see the Fund’s definitive proxy materials.
In
advance of the Annual Meeting, ATG has nominated two highly qualified candidates for election to the Fund’s Board of Directors
(the “Board”)— Gabriel Gliksberg (“Gliksberg”) and Aaron T. Morris (“Morris”) (together,
the “Nominees”). Pursuant to this Proxy Statement, ATG is soliciting proxies in favor of both Nominees, who will introduce
fresh perspectives into the boardroom, as well as the proposals described below. We intend to vote all shares FOR the election
of the Nominees to the Board and FOR the Proposals 2-5 below. We urge you to do the same.
We
note that the Fund’s definitive proxy statement states that “[s]ince the Board has elected to reduce the total size
of the Board of Directors to four members effective upon completion of the annual meeting, only one director nominee will be considered
for election and you should vote for only one director candidate.” As discussed in further detail below, JID believes the
Board’s stated position is legally erroneous and constitutes a breach of fiduciary duty, and has filed a lawsuit seeking,
among other things, equitable relief allowing stockholders to elect directors to both Board seats available for election at the
Annual Meeting. However, as stated in the GOLD proxy card and in the description of Proposal 1 below, in the event that it is
determined that only one director may be elected at the Annual Meeting, all proxies on the GOLD proxy card will be voted for Gabriel
Gliksberg unless such votes are to WITHHOLD as to Gabriel Gliksberg, in which case such votes will not be cast as to Proposal
1.
1
ATG Capital is the investment manager of ATG Fund. Gabriel Gliksberg is the principal of ATG Capital and also manages the
investments of JID. ATG Fund and JID are beneficial owners of the Fund’s Common Stock.
NOTWITHSTANDING
THE BOARD’S STATEMENTS, ATG IS SOLICITING YOUR VOTE IN FAVOR OF BOTH NOMINEES FOR THE TWO BOARD SEATS UP FOR ELECTION AT
THE ANNUAL MEETING. Please vote in favor of the nominees using the GOLD proxy card notwithstanding the Board’s
statements. For further information, see Proposal 1: Election of Directors below.
This
Proxy Statement and GOLD proxy card are first being furnished to the Company's stockholders on or about July 16, 2024.
For further details regarding the Annual Meeting, please see the Fund’s definitive proxy materials.
The
Company has set the close of business on June 18, 2024 as the record date for determining stockholders entitled to notice of and
to vote at the Annual Meeting (the “Record Date”). The mailing address of the principal executive offices of the Fund
is 5100 W. 115th Place, Leawood, Kansas 66211. Stockholders of record at the close of business on the Record Date will be entitled
to vote at the Annual Meeting. As of May 28, 2024, there were 1,666,014 shares of Common Stock outstanding.
We
urge you to promptly sign, date and return your GOLD proxy card
If
you have already voted using the Fund’s white proxy card, you have every right to change your vote by completing and mailing
the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following the instructions
on the GOLD proxy card. Importantly, only the latest validly executed proxy that you submit will be counted. In addition,
any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “Can
I change my vote or revoke my proxy?” in the Questions and Answers section.
For
instructions on how to vote, including the quorum and voting requirements for the Fund and other information about the proxy materials,
see Information Concerning the Annual Meeting below.
If
you have any questions, require assistance in voting your GOLD proxy card,
or
need additional copies of ATG’s proxy materials,
please
contact:
19
Old Kings Highway S. – Suite 130
Darien,
CT 06820
Stockholders
call toll-free at (877) 972-0090
Banks
and brokers call collect at (203) 972-9300
info@investor-com.com
IMPORTANT
Your
vote is important no matter how many shares of Common Stock you own. ATG urges you to sign, date, and return the enclosed GOLD
proxy card today to vote FOR the Nominees and the other stockholder proposals set forth below.
| ● | If
your shares of Common Stock are registered in your own name, please sign and date the
enclosed GOLD proxy card and return it to ATG, c/o InvestorCom, in the enclosed
postage-paid envelope today. |
| ● | If
your shares of Common Stock are held in a brokerage account or bank, you are considered
the beneficial owner of the shares of Common Stock, and these proxy materials, together
with a GOLD voting form, are being forwarded to you by your broker or bank. As
a beneficial owner, if you wish to vote, you must instruct your broker, trustee or other
representative how to vote. Your broker cannot vote your shares of Common Stock on your
behalf without your instructions. |
| ● | Depending
upon your broker or custodian, you may be able to vote either by toll-free telephone
or by the Internet. Please refer to the enclosed voting form for instructions on how
to vote electronically. You may also vote by signing, dating and returning the enclosed
voting form. |
If
you have any questions, require assistance in voting your GOLD proxy card,
or
need additional copies of the ATG’s proxy materials,
please
contact:
19
Old Kings Highway S. – Suite 130
Darien,
CT 06820
Stockholders
call toll-free at (877) 972-0090
Banks
and brokers call collect at (203) 972-9300
info@investor-com.com
|
REASONS
FOR THE SOLICITATION
We
believe that shareholders of the Tortoise Energy Independence Fund would benefit from new and different perspectives on the Board
as well as the initiatives set forth in the stockholder proposals below. Tortoise’s own performance numbers speak for themselves:
The
Board appears undisturbed by these results and has renewed Tortoise’s management contract year after year, despite the underperformance.
We
urge stockholders to vote FOR the Nominees, who will bring fresh perspectives and conviction to the oversight and management
of the Fund.
PROPOSAL
1: ELECTION OF DIRECTORS
We
are soliciting proxies to elect the Nominees—Gabriel Gliksberg and Aaron T. Morris—to serve as directors with a term
expiring at the 2026 annual meeting of shareholders. ATG intends to vote all of its shares in favor of the Nominees. The age and
other information related to the Nominees shown below are as of the date of this Proxy Statement.
| (1) |
(2) |
(3) |
(4) |
(5) |
(6) |
Name,
Address, and
Age |
Position(s)
Held
with
Fund |
Term
of Office
and Length of
Time
Served |
Principal
Occupation(s) During
Past 5 Years |
Number
of
Portfolios in
Fund Complex
Overseen by
Trustee
or
Nominee for
Trustee |
Other
Directorships
Held by
Trustee or
Nominee for
Trustee |
GABRIEL
D. GLIKSBERG
Address
16690
Collins Avenue, Suite #1103
Sunny
Isles Beach, FL 33160
Age
37
|
None |
N/A |
Mr.
Gliksberg is the founder and managing member of ATG Capital Management LLC, which provides investment management services
to private funds and accounts. |
None |
None |
Mr.
Gliksberg holds a Bachelor’s Degree in Business Administration with a major in Finance from Washington University in Saint
Louis. His qualifications to serve as a director derive from his significant financial, accounting, investment, audit, and marketing
expertise gained through his management and oversight of multiple private and public operating companies and private investment
funds.
| (1) |
(2) |
(3) |
(4) |
(5) |
(6) |
Name,
Address, and
Age |
Position(s)
Held
with
Fund |
Term
of Office
and Length of
Time
Served |
Principal
Occupation(s) During
Past 5 Years |
Number
of
Portfolios in
Fund Complex
Overseen by
Trustee
or
Nominee for
Trustee |
Other
Directorships
Held by
Trustee or
Nominee for
Trustee |
AARON
T. MORRIS
Address
4915
Mountain Road, Unit 4
Stowe,
Vermont 05672
Age
37
|
None |
N/A |
Mr.
Morris is the co-founder and a partner of Morris Kandinov LLP, which represents retail and institutional investors in
litigation.
|
None |
None |
Mr.
Morris holds a Bachelor’s Degree in Economics from Indiana University and a Juris Doctorate from Boston College Law School.
His qualifications to serve as a trustee derive from his extensive legal experience in federal securities regulation and litigation
and, specifically, in matters involving the management and oversight of mutual funds, ETFs, closed-end funds, and other investment
vehicles.
The
Nominees do not currently hold, and have not at any time held, any position with the Fund. The Nominees do not oversee any portfolios
in the Fund’s Fund Complex (as defined in the Investment Company Act of 1940.
As
of the date of this Proxy Statement, the dollar range of the equity securities of the Fund beneficially owned by the Nominees
and the aggregate range of equity securities in all funds to be overseen by the Nominees, are as follows:
| Name
of Nominee |
Dollar
Range of Equity Securities
in the Fund |
Aggregate
Dollar Range of
Equity Securities in All
Companies to be Overseen by the
Nominee in a Family of
Investment Companies |
| Gabriel
D. Gliksberg |
Over
$100,000 |
Over
$100,000 |
| Aaron
T. Morris |
None |
None |
Neither
of the persons above is a parent, subsidiary, or affiliate of the Fund. We believe that, if elected, the Nominees will be considered
independent trustees of the Fund under (i) the pertinent listing standards of the New York Stock Exchange, and (ii) paragraph
(a)(1) of Item 407 of Regulation S-K. In addition, we believe that the Nominees are not and will not be “interested persons”
of the Fund within the meaning of section 2(a)(19) of the 1940 Act.
In
its definitive proxy statement, the Fund states that “the Board has elected to reduce the total size of the Board of Directors
for [NDP] to four directors, effective upon completion of this year’s Annual Meeting” and “only one director
nominee will be considered for election.” JID believes that the Board’s stated intent to reduce its size, as well
as its position that only one director may be elected at the Annual Meeting, are legally erroneous and constitute a breach of
fiduciary duty. On July 10, 2024, JID filed litigation in the U.S. District Court for the District of Maryland seeking, among
other things, declaratory and equitable relief allowing stockholders to elect two directors at the Annual Meeting and prohibiting
the Board’s interference. ATG is soliciting your vote in favor of both Nominees for both open Board seats. In the event
that stockholders are permitted to vote for only one Board seat, all proxies on the GOLD proxy card will be voted in favor of
Gabriel Gliksberg, unless such votes are to WITHHOLD as to Gabriel Gliksberg, in which case such proxies will not be voted as
to Proposal 1 and Aaron Morris will withdraw.
We
urge you to ignore and discard the white proxy card and cast your vote as to the director election using the GOLD proxy
card. If you have already voted using the Fund’s white proxy card, you have the right to change your vote by completing
and mailing the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following
the instructions on the GOLD proxy card or by returning a later white proxy card to the Fund. Only the latest validly executed
proxy that you submit will be counted. If you have any questions or require any assistance with voting your shares, please contact
our proxy solicitor, InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.
PROPOSAL
2: RATIFICATION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
As
stated in further detail in the Fund’s definitive proxy statement, the Board is seeking ratification of the selection of
Ernst & Young LLP as the independent registered public accounting firm to audit the Fund’s accounts for the fiscal year
ending November 30, 2024. ATG recommends that you vote FOR Proposal 2 using the GOLD proxy card. For further information,
please see the Fund’s definitive proxy statement.
PROPOSAL
3: STOCKHOLDER PROPOSAL BY SABA
Saba
Capital Master Fund, Ltd. intends to submit the following stockholder proposal as the Annual Meeting:
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.
For
the reasons set forth in the Supporting Statement for the Saba Proposal, as set forth in full in the Fund’s definitive proxy,
ATG recommends that you vote FOR Proposal 3 using the GOLD proxy card. For further information, please see the Fund’s
definitive proxy statement.
PROPOSAL
4: STOCKHOLDER PROPOSAL BY BULLDOG
Special
Opportunities Fund, Inc. intends to submit the following stockholder proposal at the Annual Meeting:
RESOLVED:
The stockholders urge the board to consider measures to allow all shareholders to monetize their shares at a price at or close
to net asset value (NAV).
For
the reasons set forth in the Supporting Statement for the Bulldog Proposal, as set forth in full in the Fund’s definitive
proxy, ATG recommends that you vote FOR Proposal 4 using the GOLD proxy card. For further information, please see
the Fund’s definitive proxy statement.
PROPOSAL
5: STOCKHOLDER PROPOSAL BY ATG
In
light of the Board’s stated intent to reduce its size, ATG has given notice of its intent to make the following stockholder
proposal at the Annual Meeting:
RESOLVED,
that the shareholders of Tortoise Energy Independence Fund, Inc. request that its Board of Directors refrain from altering the
Board’s size until after the annual stockholder meeting in 2026.
ATG
recommends that you vote FOR Proposal 5 using the GOLD proxy card. The Board has not set forth any business purpose
for reducing the size of the Board to four members, and ATG does not believe that reducing the size of the Board in advance of
the Annual Meeting—after the nomination of the Nominees for election by the stockholders—is in the best interests
of the Fund or stockholders. ATG requested that the Fund include Proposal 5 in its proxy materials, but the Board refused to do
so without explanation. There can be no assurance that the Board will count votes in favor of Proposal 5 given that it has determined
to exclude Proposal 5 from the Fund’s proxy materials. ATG will consider all available legal remedies in the event that
the Board continues to impede a stockholder vote on Proposal 5.
INFORMATION
CONCERNING THE ANNUAL MEETING
VOTING
AND PROXY PROCEDURES
Only
stockholders of record on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting. Stockholders of record
on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares of Common
Stock after the Record Date. As of May 28, 2024, there were 1,666,014 shares of Common Stock outstanding.
Shares
of Common Stock represented by properly executed GOLD proxy cards will be voted at the Annual Meeting as marked and, in
the absence of specific instructions, will be voted FOR the Nominees and FOR the proposals set forth above and on
the proxy card.
QUORUM
According
to the Fund’s bylaws, the presence, in person or by proxy, of holders of shares of Common Stock entitled to cast a majority
of the votes entitled to be cast (without regard to class) constitutes a quorum. For purposes of determining the presence or absence
of a quorum, shares of Common Stock present that are not voted, or abstentions, will be treated as present for purposes of determining
the existence of a quorum. For purposes of determining the presence or absence of a quorum, shares present at the annual meeting
that are not voted, or abstentions, and broker non-votes (which occur when a broker has not received directions from customers
and does not have discretionary authority to vote the customers’ shares) will be treated as shares that are present at the
meeting but have not been voted.
VOTES
REQUIRED FOR ELECTION OF DIRECTORS AND STOCKHOLDER PROPOSALS
According
to the Fund’s bylaws, a plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is
present shall be sufficient to elect a director. An affirmative vote of a majority of all votes cast is required to approve a
stockholder proposal. The information set forth above is based on publicly available information. The incorporation of this information
in this Proxy Statement should not be construed as an admission by us that such process and procedures are legal, valid or binding.
Please see the Fund’s definitive proxy materials for additional information.
DISCRETIONARY
VOTING
Shares
held in “street name” and held of record by banks, brokers or nominees may not be voted by such banks, brokers or
nominees unless the beneficial owners of such shares provide them with instructions on how to vote. If you beneficially own shares
that are held in “street name” through a broker-dealer or that are held of record by a service agent and you do not
give specific voting instructions for your shares, they cannot be voted. You are strongly encouraged to give your broker-dealer,
or service agent or participating insurance company specific instructions as to how you want your shares to be voted.
REVOCATION
OF PROXIES
Stockholders
of the Fund may revoke their proxies at any time prior to exercise by: (1) sending a letter stating that you are revoking your
proxy to the Secretary of Energy Independence Fund at the Energy Independence Fund’s offices located at 5100 W. 115th Place,
Leawood, Kansas 66211; (2) properly executing and sending a later-dated GOLD or WHITE proxy; or (3) attending the meeting,
requesting return of any previously delivered proxy, and voting in person. Attendance at the meeting will not, by itself, revoke
a properly executed proxy.
SOLICITATION
OF PROXIES
The
solicitation of proxies pursuant to this Proxy Statement is being made by ATG. Proxies may be solicited by mail, facsimile, telephone,
Internet, in person and by advertisements.
ATG
has entered into an agreement with InvestorCom for solicitation and advisory services in connection with this solicitation. The
estimated fees are up to $22,500 plus reimbursement of expenses. The solicitation will be by mail and telephone. The entire expense
of soliciting proxies is being borne by ATG, which intends to seek reimbursement from the Fund of all expenses it incurs in connection
with this solicitation. ATG does not intend to submit the question of such reimbursement to a vote of security holders of the
Fund. ATG is not an affiliate of the Fund.
Some
banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements
and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your
household. ATG will promptly deliver a separate copy of the document to you if you contact our proxy solicitor, InvestorCom, at
the following address or phone number: 19 Old Kings Highway S. – Suite 130, Darien, CT 06820, or call toll free at (877)
972-0090. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies
and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder,
or you may contact our proxy solicitor at the above address and phone number.
QUESTIONS
AND ANSWERS ABOUT THE
PROXY MATERIALS AND THE ANNUAL MEETING
Q: When
and where is the Annual Meeting?
| A: | Energy
Independence Fund intends to hold the Annual Meeting on August 8, 2024 at 10:00 a.m.
Central Time at 5100 W. 115th Place, Leawood, Kansas 66211. |
Q: Who
is entitled to vote at the Annual Meeting?
| A: | All
holders of shares of Common Stock as of the Record Date (June 18, 2024) are entitled
to receive notice of, and to vote at, the Annual Meeting or any postponement or adjournment
of the Annual Meeting scheduled in accordance with Maryland law. |
| Q. | What
am I being asked to vote on at the Annual Meeting? |
| A. | Stockholders
are being asked to vote on, potentially among other things, Proposal 1, the election
of directors to the Board, as well as Proposals 2-5, as set forth above. |
| Q: | How
should I vote on the Proposals? |
| A: | As
to Proposal 1, we recommend that you vote FOR ATG’s Nominees described herein
on the enclosed GOLD proxy card. We also recommend that you vote FOR Proposals
2-5 using the GOLD proxy card. If you return the GOLD proxy card but do
not instruct us how to place your votes, we will vote all shares solely in favor of Gabriel
Gliksberg, if one director position is to be elected, and in favor of both Nominees if
two director positions are to be elected. |
| Q. | What
vote is required to elect the Nominees and pass the stockholder proposals? |
| A. | According
to the Fund’s bylaws, a plurality of all the votes cast at a meeting of stockholders
duly called and at which a quorum is present shall be sufficient to elect a director.
A majority of all votes cast is required to approve a stockholder proposal. See the Fund’s
definitive proxy materials for additional information. |
| Q. | How
many shares must be present to hold the Annual Meeting? |
| A. | According
to the Fund’s bylaws, the presence in person or by proxy of the holders of shares
of Common Stock of the Fund entitled to cast a majority of the votes entitled to be cast
(without regard to class) shall constitute a quorum at the Annual Meeting. |
| A. | You
may vote at the Annual Meeting or you may authorize a proxy to vote your shares using
one of the methods below or by following the instructions on your proxy card: |
| ● | By
touch-tone telephone; simply dial the toll-free number located on the enclosed proxy
card. Please be sure to have your proxy card available at the time of the call; |
| ● | By
internet; please log on to the voting website detailed on the enclosed proxy card. Again,
please have your proxy card handy at the time you plan on voting; or |
| ● | By
returning the enclosed GOLD proxy card in the postage-paid envelope or by returning
the WHITE proxy card. |
Please
note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting,
you must obtain from the record holder a proxy issued in your name. Even if you plan to attend the Annual Meeting, we urge you
to authorize a proxy to vote your shares in advance of the Annual Meeting. That will ensure that your vote is counted should your
plans change.
Q: What
do I need to do now?
| A. | Even
if you plan to attend the Annual Meeting, after carefully reading and considering the
information contained in this Proxy Statement, please submit your GOLD proxy card
promptly to ensure that your shares are represented at the Annual Meeting. If you hold
your shares of Common Stock in your own name as the shareholder of record, please submit
your proxy for your shares by completing, signing, dating and returning the enclosed
GOLD proxy card in the accompanying prepaid reply envelope. If you decide to attend
the Annual Meeting and vote your shares in person, your vote by ballot at the Annual
Meeting will revoke any proxy previously submitted. If you are a beneficial owner of
shares, please refer to the instructions provided by your bank, brokerage firm or other
nominee to see which of the above choices are available to you. |
SCHEDULE
I
TRANSACTIONS
IN SECURITIES OF
the FUND DURING THE PAST TWO YEARS
JID
2013 Trust Holdings LLLP
| Transaction |
Date |
Amount |
| Purchase |
6/1/23 |
18 |
| Purchase |
6/1/23 |
782 |
| Purchase |
3/19/21 |
253 |
| Purchase |
3/18/21 |
400 |
| Purchase |
3/9/21 |
700 |
| Purchase |
3/8/21 |
300 |
| Purchase |
3/8/21 |
300 |
| Purchase |
3/8/21 |
300 |
| Purchase |
12/22/20 |
200 |
| Purchase |
12/21/20 |
400 |
| Purchase |
12/21/20 |
100 |
| Purchase |
12/21/20 |
100 |
| Purchase |
12/21/20 |
200 |
| Purchase |
12/21/20 |
298 |
| Purchase |
12/21/20 |
300 |
| Purchase |
12/21/20 |
2,400 |
| Purchase |
12/21/20 |
100 |
| Purchase |
12/21/20 |
100 |
| Purchase |
12/21/20 |
150 |
| Purchase |
12/21/20 |
1,000 |
| Purchase |
12/14/20 |
200 |
| Purchase |
12/14/20 |
400 |
| Purchase |
12/9/20 |
300 |
| Purchase |
12/1/20 |
100 |
| Purchase |
12/1/20 |
200 |
| Purchase |
12/1/20 |
2,080 |
| Purchase |
12/1/20 |
120 |
| Purchase |
11/30/20 |
370 |
| Purchase |
11/30/20 |
1,000 |
| Purchase |
11/30/20 |
300 |
| Purchase |
11/30/20 |
100 |
| Purchase |
11/30/20 |
900 |
| Purchase |
11/30/20 |
300 |
| Transaction |
Date |
Amount |
| Purchase |
11/30/20 |
128 |
| Purchase |
11/30/20 |
100 |
| Purchase |
11/30/20 |
72 |
| Purchase |
11/30/20 |
100 |
| Purchase |
11/30/20 |
29 |
| Purchase |
11/30/20 |
71 |
| Purchase |
11/30/20 |
200 |
| Purchase |
11/30/20 |
200 |
| Purchase |
11/30/20 |
600 |
| Purchase |
11/30/20 |
800 |
| Purchase |
11/30/20 |
600 |
| Purchase |
11/30/20 |
300 |
| Purchase |
11/30/20 |
600 |
| Purchase |
11/30/20 |
100 |
| Purchase |
11/30/20 |
200 |
| Purchase |
11/30/20 |
400 |
| Purchase |
11/30/20 |
900 |
| Purchase |
11/30/20 |
200 |
| Purchase |
11/30/20 |
400 |
| Purchase |
11/27/20 |
300 |
| Purchase |
11/19/20 |
400 |
| Purchase |
11/19/20 |
400 |
| Purchase |
11/19/20 |
200 |
| Purchase |
11/18/20 |
3,000 |
| Purchase |
11/13/20 |
179 |
| Purchase |
11/13/20 |
200 |
| Purchase |
11/13/20 |
100 |
| Purchase |
11/13/20 |
100 |
| Purchase |
11/13/20 |
100 |
| Purchase |
11/13/20 |
100 |
| Purchase |
11/13/20 |
200 |
| Purchase |
11/13/20 |
200 |
| Purchase |
11/13/20 |
200 |
| Purchase |
11/13/20 |
100 |
| Purchase |
11/13/20 |
950 |
| Purchase |
11/13/20 |
50 |
| Purchase |
11/13/20 |
1,070 |
| Purchase |
11/13/20 |
350 |
| Purchase |
11/13/20 |
450 |
| Transaction |
Date |
Amount |
| Purchase |
11/13/20 |
300 |
| Purchase |
11/13/20 |
1,000 |
| Purchase |
11/13/20 |
200 |
| Purchase |
11/13/20 |
200 |
| Purchase |
11/13/20 |
200 |
| Purchase |
11/13/20 |
250 |
| Purchase |
11/13/20 |
200 |
| Purchase |
11/13/20 |
600 |
| Purchase |
11/13/20 |
600 |
| Purchase |
11/13/20 |
200 |
| Purchase |
11/12/20 |
61 |
| Purchase |
11/12/20 |
100 |
| Purchase |
11/12/20 |
100 |
| Purchase |
11/12/20 |
400 |
| Purchase |
11/12/20 |
400 |
| Purchase |
11/12/20 |
100 |
| Purchase |
11/12/20 |
400 |
| Purchase |
11/12/20 |
600 |
| Purchase |
11/12/20 |
100 |
| Purchase |
11/12/20 |
100 |
| Purchase |
11/12/20 |
200 |
| Purchase |
11/12/20 |
400 |
| Purchase |
11/12/20 |
100 |
| Purchase |
11/12/20 |
200 |
| Purchase |
11/12/20 |
200 |
| Purchase |
11/12/20 |
400 |
| Purchase |
11/12/20 |
100 |
| Purchase |
11/12/20 |
100 |
| Purchase |
11/12/20 |
100 |
| Purchase |
11/12/20 |
400 |
| Purchase |
11/12/20 |
1,398 |
| Purchase |
11/12/20 |
4,000 |
| Purchase |
11/12/20 |
500 |
| Purchase |
11/12/20 |
300 |
| Purchase |
11/12/20 |
500 |
| Purchase |
11/12/20 |
600 |
| Purchase |
11/12/20 |
600 |
ATG
FUND II LLC
| Transaction |
Date |
Amount |
| Purchase |
11/28/23 |
700 |
| Purchase |
10/16/23 |
1,100 |
| Purchase |
10/16/23 |
300 |
| Purchase |
10/16/23 |
200 |
| Purchase |
10/16/23 |
283 |
| Purchase |
10/16/23 |
400 |
| Purchase |
10/16/23 |
500 |
| Purchase |
10/16/23 |
100 |
| Purchase |
10/16/23 |
200 |
| Purchase |
10/12/23 |
800 |
| Purchase |
10/11/23 |
1,000 |
| Purchase |
10/10/23 |
523 |
| Purchase |
10/10/23 |
1,000 |
| Purchase |
10/10/23 |
100 |
| Purchase |
10/10/23 |
100 |
| Purchase |
10/10/23 |
900 |
| Purchase |
10/6/23 |
844 |
| Purchase |
10/6/23 |
156 |
| Purchase |
10/6/23 |
1,000 |
| Purchase |
10/5/23 |
1,100 |
| Purchase |
10/5/23 |
1,000 |
| Purchase |
10/4/23 |
1,000 |
| Purchase |
10/4/23 |
599 |
| Purchase |
10/4/23 |
1,000 |
| Purchase |
10/4/23 |
100 |
| Purchase |
10/3/23 |
1,000 |
| Purchase |
10/3/23 |
6,000 |
| Purchase |
10/3/23 |
657 |
| Purchase |
10/3/23 |
915 |
| Purchase |
10/3/23 |
43 |
| Purchase |
10/3/23 |
1,000 |
| Purchase |
10/3/23 |
1,000 |
| Purchase |
10/2/23 |
300 |
| Purchase |
10/2/23 |
600 |
| Purchase |
10/2/23 |
200 |
| Purchase |
10/2/23 |
768 |
| Purchase |
10/2/23 |
200 |
| Transaction |
Date |
Amount |
| Purchase |
10/2/23 |
800 |
| Purchase |
10/2/23 |
800 |
| Purchase |
10/2/23 |
300 |
| Purchase |
9/27/23 |
11 |
| Purchase |
9/27/23 |
1 |
| Purchase |
7/27/23 |
1,500 |
| Purchase |
7/27/23 |
1,500 |
| Purchase |
7/20/23 |
1,000 |
| Purchase |
7/19/23 |
50 |
| Purchase |
7/19/23 |
950 |
| Purchase |
7/14/23 |
102 |
| Purchase |
7/13/23 |
500 |
| Purchase |
7/11/23 |
800 |
| Purchase |
7/5/23 |
1,000 |
| Purchase |
6/29/23 |
100 |
| Purchase |
6/27/23 |
4 |
IMPORTANT
Your
vote is important. No matter how many shares you own, please give ATG your proxy FOR the Nominees by taking three steps:
| ● | SIGNING
the enclosed GOLD proxy card, |
| ● | DATING
the enclosed GOLD proxy card, and |
| ● | MAILING
the enclosed GOLD proxy card in the envelope provided (no postage is required
if mailed in the United States). |
If
any of your shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares
and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either
by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically.
You may also vote by signing, dating and returning the enclosed GOLD voting form.
If
you have any questions or require any additional information concerning this Proxy Statement, please contact InvestorCom at the
address set forth below.
If
you have any questions, require assistance in voting your GOLD proxy card,
or
need additional copies of ATG’s proxy materials,
please
contact:
19
Old Kings Highway S. – Suite 130
Darien,
CT 06820
Stockholders
call toll-free at (877) 972-0090
Banks
and brokers call collect at (203) 972-9300
info@investor-com.com
|
GOLD PROXY CARD
Tortoise
Energy Independence Fund, Inc.
ANNUAL
MEETING OF STOCKHOLDERS
THIS
PROXY IS SOLICITED ON BEHALF OF
ATG CAPITAL MANAGEMENT LLC,
ATG FUND II LLC, JID 2013 TRUST HOLDINGS LLLP,
GABRIEL D. GLIKSBERG AND AARON T. MORRIS
THE
BOARD OF DIRECTORS OF Tortoise Energy
Independence Fund, Inc. IS NOT SOLICITING THIS PROXY
P
R O X Y
The
undersigned appoints John Grau, Gabriel Gliksberg and Aaron T. Morris, and each of them, attorneys and agents with full power
of substitution to vote all shares of common stock of Tortoise Energy Independence Fund, Inc. (the “Company”) that
the undersigned would be entitled to vote if personally present at the Annual Meeting of the stockholders of the Company scheduled
to be held on August 8, 2024 (the “Annual Meeting”).
The
undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the common stock of the
Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes,
or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and
in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly
come before the Annual Meeting.
IF
NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS GOLD PROXY WILL BE VOTED (I) AS TO PROPOSAL 1, “FOR”
SOLELY GABRIEL GLIKSBERG, IF ONLY ONE DIRECTOR IS TO BE ELECTED AT THE ANNUAL MEETING, AND BOTH NOMINEES IF TWO DIRECTORS ARE
TO BE ELECTED AT THE ANNUAL MEETING; AND (II) AS TO PROPOSALS 2-5, “FOR” ALL PROPOSALS.
This
Proxy will be valid until the completion of the Annual Meeting or, to the extent that litigation remains pending following the
Annual Meeting regarding the validity of the stockholder vote, the number of director positions to be elected, the Proposals or
other matter relating to the Annual Meeting, until the resolution of any such disputed matters and any related recount or recertification
of the votes. This Proxy is valid only in connection with ATG’s solicitation of proxies for the Annual Meeting in favor
of the Proposals on the other side of this card.
IMPORTANT:
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED
AND TO BE SIGNED ON REVERSE SIDE
GOLD PROXY CARD
[X]
Please mark vote as in this example
ATG
STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” BOTH NOMINEES IN PROPOSAL 1 AND ALSO “FOR” PROPOSALS
2-5.
| 1. | Election
at the Annual Meeting of the individuals nominated by ATG. |
| NOMINEES |
FOR |
WITHHOLD |
|
| As
to the first director position for election in the event that two seats are available for election at the Annual Meeting and
as to sole director position for election in the event that only one director seat is available for election. |
| |
| Gabriel
D. Gliksberg |
☐ |
☐ |
|
| |
|
|
|
As
to the second director position for election in the event that two seats are available for election at the
Annual Meeting. In the event that only one director position is available for election at the Annual Meeting,
no votes in favor of Aaron T. Morris will be submitted and any votes FOR Gabriel Gliksberg will be submitted
as to the available director position.
|
| Aaron
T. Morris |
☐ |
☐ |
|
| 2. | Ratification
of independent registered public accounting firm. |
| FOR |
AGAINST |
ABSTAIN |
| ☐ |
☐ |
☐ |
| |
|
|
| 3. | Stockholder
proposal by Saba. |
| FOR |
AGAINST |
ABSTAIN |
| ☐ |
☐ |
☐ |
| 4. | Stockholder
proposal by Bulldog. |
| FOR |
AGAINST |
ABSTAIN |
| ☐ |
☐ |
☐ |
| 5. | Stockholder
proposal by ATG. |
| FOR |
AGAINST |
ABSTAIN |
| ☐ |
☐ |
☐ |
| Signature
(Capacity) |
|
Date |
| |
|
|
| Signature (Joint Owner)
(Capacity/Title) |
|
Date |
NOTE:
Please sign exactly as your name(s) appear(s) on stock certificates or on the label affixed hereto. When signing as attorney,
executor, administrator or other fiduciary, please give full title as such. Joint owners must each sign personally. ALL HOLDERS
MUST SIGN. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer and
give full title as such.
|
PLEASE
SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE THAT IS POSTAGE PREPAID IF MAILED
IN THE UNITED STATES.
