Tortoise Closed-End Funds Announce the Board’s Approval of Amended and Restated Bylaws
Each fund, effective today, has adopted Amended and Restated Bylaws (Bylaws). The amendments to the Bylaws were adopted in an effort to protect each fund’s ability to pursue its investment objective and long-term value for stockholders.
Included in the amendments is the election to be subject to the Maryland Control Share Acquisition Act (MCSAA), which seeks to limit the ability of an acquiring person to achieve a short-term gain at the expense of a fund’s ability to pursue its investment objective and policies and seek long-term value for the rest of the fund’s stockholders. The MCSAA protects the interests of all stockholders of a Maryland corporation by providing that any holder of “control shares” acquired in a “control share acquisition” will not be entitled to vote its shares unless the other stockholders of the corporation reinstate those voting rights at a meeting of stockholders by a vote of two-thirds of the votes entitled to be cast on the matter, excluding the “acquiring person” (i.e. the holder or group of holders acting in concert that acquires, or proposes to acquire, “control shares” and any other holders of “interested shares” as defined in the MCSAA). Generally, “control shares” are shares that, when aggregated with shares already owned by an acquiring person, would entitle the acquiring person to exercise 10% or more, 33% or more, or a majority of the total voting power of shares entitled to vote in the election of directors.
In addition, each fund’s Bylaws include modifying the advance notice requirements and exclusive forum provisions.
The advance notice provisions were amended to require the continuous ownership by the stockholder(s) putting forth any such nominee or proposal of at least one percent (1%) of the fund’s outstanding shares for a minimum period of at least three years prior to the date of such nomination or proposal and through the date of the related annual meeting. The advance notice provisions were also amended to require that the stockholder nominating an individual or proposing business to be considered must attend the meeting or give a legal proxy to another individual who attends the meeting in order for the proposal or nomination to be properly considered.
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