UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number
811-22690
Tortoise Energy Independence Fund,
Inc.
(Exact name of registrant as specified in charter)
11550 Ash Street, Suite 300,
Leawood, KS 66211
(Address of
principal executive offices) (Zip code)
Terry
Matlack
Michelle Kelly
11550 Ash Street, Suite 300, Leawood, KS 66211
(Name and address of agent for service)
913-981-1020
Registrant's telephone number, including
area code
Date of fiscal year end: November 30
Date of reporting period: November 30, 2012
Item 1. Report to Stockholders.
Tortoise Annual Report 2012
|
The North
American
|
2012 Annual Report | 1 |
Fund at a glance
Tortoise believes Tortoise Energy Independence Fund, Inc. (NYSE: NDP) is the first closed-end fund with a focus on North American crude oil and natural gas production growth growth which supports energy independence.
Investment opportunity
Technological developments are now providing access to vast amounts of unconventional resources in North American oil and gas reservoirs, with the potential for an extended period of production growth. Virtually unthinkable a few years ago, North America now has the opportunity to be a global leader in energy production, with many experts predicting North America could become energy self-sufficient over the coming decades.
To capture the heart of this significant North American production growth potential, NDP invests in energy producers, also known as the upstream portion of the energy value chain. While commodity prices will fluctuate, we believe the sectors volume growth potential provides an attractive long-term investment opportunity.
Targeted investment characteristics
NDP primarily invests in North American energy companies that engage in the exploration and production of crude oil, condensate, natural gas and natural gas liquids that generally have a significant presence in North American oil and gas fields, including shale reservoirs, and, to a lesser extent, in companies that provide associated transportation, processing and storage. The majority of NDPs investments will include upstream energy companies with the following targeted characteristics:
We also intend to write (sell) out-of-the-money covered call options on companies that meet our investment thresholds, seeking to mitigate portfolio risk, increase current income and enhance long-term total return potential across economic cycles.
Portfolio statistics at Nov. 30, 2012 (unaudited)
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2 | 2012 Annual Report |
December 31, 2012
Dear Fellow Stockholders,
We continue to be optimistic about Tortoise Energy Independence Funds strategy of investing in oil and gas production companies that are leading the charge to North American energy independence. New technologies for extracting oil and natural gas have enabled more efficient production, greater drilling success and faster drilling times. We believe these advances lay the groundwork for a decades-plus opportunity.
However, the upstream portion of the energy value chain does bring with it the potential for greater short-term volatility. Such was the case during the funds first fiscal period ending Nov. 30, 2012, as the markets contended with challenges ranging from slowing global economic growth and geopolitical concerns to a contentious U.S. presidential election. Despite the attendant volatility, production visibility is healthy, drilling activity is strong and new frontiers for development offer additional growth opportunities, which we believe bodes well for the funds long-term opportunity.
Energy sector review and outlook
Despite macro uncertainties and the transitory headwinds facing the energy sector in 2012, there were many positives at work during the year. To grasp the speed of production growth, consider that in 2008, crude oil production in the U.S. was approximately 5 million barrels per day. Today, U.S. crude oil production stands at more than 6.5 million barrels per day, a figure that is expected to grow to the extent that by 2020, the U.S. stands to be not only energy self-sufficient, but also the second-largest oil producer in the world.
Looking nearer term, as of the end of the third quarter, crude oil production in the onshore lower 48 states was up 21 percent year-over-year and is being generated primarily in the middle of the country in the Permian Basin, the Eagle Ford shale and the Bakken shale. We anticipate a total of $122 billion in capital investment in upstream in 2012 alone, and a total of $4.3 trillion in capital investment is expected by 2035.
Increased energy production in the U.S. is an exciting and promising event, providing a potential boost for the economy along with other benefits for Americans, such as creating jobs, generating federal, state and local tax revenues and improving national security. These advances and optimism about the future of energy in America have not been overlooked by investors who understand the potential growth for exploration and production companies in the years ahead, despite near-term volatility.
Fund highlights and outlook
Following our July launch, we achieved some important milestones, including the investment of initial equity and leverage proceeds in less than two months after launch, with the majority of our portfolio invested in North American oil and gas producers. In addition, we paid the funds initial distribution of $0.4375 per common share ($1.75 annualized) to our stockholders on Nov. 30, 2012. This represented an annualized yield of 7.0 percent based on our initial public offering price of $25.00 (7.8 percent based on our fiscal-year closing price of $22.33), providing what we believe to be attractive current income as investors get a front-row seat as the North American energy independence theme takes off. For tax purposes, distributions to stockholders for 2012 were 21 percent qualified dividend income, 68 percent ordinary dividend income and 11 percent return of capital.
We believe we are in the early stages of a significant transformation of North American energy. However, the upstream portion of the energy value chain does have the potential for greater short-term volatility. We experienced this toward the end of the funds fiscal period, which impacted NDPs return on NAV. However, the NDP stock price has declined more than we would expect, resulting in NDP trading at a discount to its net asset value.
We ended our fiscal year with leverage (including bank debt), at 11.7 percent of total assets, within our long-term target of 10 to 15 percent. This provides us flexibility in managing the portfolio during market cycles and allows us to add leverage when compelling opportunities arise. As of Nov. 30, 2012, our leverage had a weighted average cost of 1.1 percent, consistent with our strategy of maintaining floating-rate leverage given our relatively low target levels.
Additional information about our financial performance is available in the Key Financial Data and Managements Discussion sections of this report.
Conclusion
We continue to be encouraged and optimistic about the energy sector and the potential for U.S. energy independence. We believe NDP is well-positioned with an investment strategy that seeks exposure to North American production growth and we look forward to serving you as your professional investment adviser in navigating the course ahead.
Sincerely,
The Managing Directors
Tortoise
Capital Advisors, L.L.C.
The adviser
to Tortoise Energy Independence Fund, Inc.
(Unaudited) | |
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2012 Annual Report | 3 |
Key Financial Data
(supplemental unaudited
information)
(dollar amounts in thousands unless otherwise
indicated)
The information presented below regarding Distributable Cash Flow and Selected Financial Information is supplemental non-GAAP financial information, which we believe is meaningful to understanding our operating performance. The Distributable Cash Flow Ratios include the functional equivalent of EBITDA for non-investment companies, and we believe they are an important supplemental measure of performance and promote comparisons from period-to-period. This information is supplemental, is not inclusive of required financial disclosures (e.g. Total Expense Ratio), and should be read in conjunction with our full financial statements.
Period from | ||||
July 31, 2012(1) | ||||
through | ||||
November 30, 2012 | ||||
Total Income from Investments | ||||
Distributions received from investments | $ | 3,771 | ||
Less foreign withholding taxes | (143 | ) | ||
Dividends paid in stock | 382 | |||
Net premiums on options written | 4,089 | |||
Interest and dividend income | 31 | |||
Total from investments | 8,130 | |||
Operating Expenses Before Leverage Costs | ||||
Advisory fees, net of fees waived | 1,151 | |||
Other operating expenses | 222 | |||
1,373 | ||||
Distributable cash flow before leverage costs | 6,757 | |||
Leverage costs(2) | 114 | |||
Distributable Cash Flow(3) | $ | 6,643 | ||
Net realized gain on investments and foreign currency | ||||
translation, for the period | $ | 2,197 | ||
As a percent of average total assets(4) | ||||
Total from investments | N/M | |||
Operating expenses before leverage costs | 1.14 | % | ||
Distributable cash flow before leverage costs | N/M | |||
As a percent of average net assets(4) | ||||
Total from investments | N/M | |||
Operating expenses before leverage costs | 1.22 | % | ||
Leverage costs | N/M | |||
Distributable cash flow | N/M | |||
Selected Financial Information | ||||
Distributions paid on common stock | $ | 6,346 | ||
Distributions paid on common stock per share | 0.4375 | |||
Total assets, end of period | 418,914 | |||
Average total assets during period(5) | 359,641 | |||
Leverage(6) | 49,000 | |||
Leverage as a percent of total assets | 11.7 | % | ||
Net unrealized depreciation, end of period | (15,351 | ) | ||
Net assets, end of period | 329,676 | |||
Average net assets during period(7) | 334,232 | |||
Net asset value per common share | 22.73 | |||
Market value per common share | 22.33 | |||
Shares outstanding | 14,504,200 |
(1) | Commencement of operations. |
(2) | Leverage costs include interest expense and other recurring leverage expenses. |
(3) | Net investment income on the Statement of Operations is adjusted as follows to reconcile to Distributable Cash Flow (DCF): increased by net premiums on options written, the return of capital on MLP distributions, and the value of paid-in-kind distributions. |
(4) | Annualized. Certain of the ratios for the period are not meaningful due to partial investment of initial offering and leverage proceeds. |
(5) | Computed by averaging month-end values within the period. |
(6) | Leverage consists of short-term borrowings. |
(7) | Computed by averaging daily net assets for the period. |
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
4 | 2012 Annual Report |
Managements Discussion (unaudited)
The information contained in this section should be read in conjunction with our Financial Statements and the Notes thereto. In addition, this report contains certain forward-looking statements. These statements include the plans and objectives of management for future operations and financial objectives and can be identified by the use of forward-looking terminology such as may, will, expect, intend, anticipate, estimate, or continue or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors that could cause actual results and conditions to differ materially from those projected in these forward-looking statements are set forth in the Risk Factors section of our public filings with the SEC.
Introduction
We include the Managements Discussion section in each quarterly report to provide insight into the results of operations, including comparative information to prior periods and trends. In addition, we include a Key Financial Data page which provides quarterly and annual detail of our distributable cash flow (DCF) and other important metrics, including leverage and selected operating ratios. We hope that you find this discussion and financial data a useful supplement to the GAAP financial information included in this report. The Key Financial Data page in this report reflects information from July 31, 2012 (commencement of operations) through fiscal year end November 30, 2012.
Overview
Tortoise Energy Independence Fund, Inc.s (NDP) primary investment objective is to provide a high level of total return, with an emphasis on current distributions. We seek to provide stockholders an efficient vehicle to invest in a portfolio consisting primarily of equity securities of companies that provide access to North American oil and gas production growth, which supports North American energy independence through reduced reliance on foreign energy sources. We focus primarily on North American energy companies that engage in the exploration and production of crude oil, condensate, natural gas and natural gas liquids (NGLs) that generally have a strong presence in North American oil and gas reservoirs, including shale, and, to a lesser extent, on companies that provide associated transportation, processing, storage, servicing and equipment. We also seek to provide current income from gains earned through a covered call option strategy, which consists of writing (selling) call options on selected equity securities in our portfolio.
NDP is a registered non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act), and expects to qualify as a regulated investment company (RIC) under the U.S. Internal Revenue Code of 1986, as amended (the Code). Tortoise Capital Advisors, L.L.C. (the Adviser) serves as investment adviser.
Company update
The initial proceeds from the IPO, exercise of the over-allotment and from leverage were fully invested by the end of September. We declared our initial distribution of $0.4375 on September 5, 2012, which was paid on November 30, 2012. This distribution reflects full investment of our IPO and leverage proceeds and equates to a 7.0 percent yield on the IPO purchase price. Additional information on these events and results of our operations are discussed below.
Critical accounting policies
The financial statements are based on the selection and application of critical accounting policies, which require management to make significant estimates and assumptions. Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and require managements most difficult, complex, or subjective judgments. Our critical accounting policies are those applicable to the valuation of investments and certain revenue recognition matters as discussed in Note 2 in the Notes to Financial Statements.
Determining distributions to stockholders
We pay quarterly distributions based primarily upon our current and estimated future distributable cash flow (DCF). In addition, and to the extent that the sum of our net investment company taxable income and net realized gains from investments exceed our quarterly distributions, we intend to make an additional distribution to common stockholders in the last quarter of the calendar year in order to avoid being subject to U.S. federal income taxes. Our Board of Directors reviews the distribution rate quarterly, and may adjust the quarterly distribution throughout the year.
Determining DCF
DCF is income from investments less expenses. Income from investments includes the amount we receive as cash or paid-in-kind distributions from common stock, MLPs or affiliates of MLPs in which we invest and dividend payments on short-term investments we own. Income also includes
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2012 Annual Report | 5 |
Managements
Discussion (unaudited)
(continued)
the premiums received from sales of covered call options, net of amounts paid to buy back out of the money options. The total expenses include current or anticipated operating expenses and leverage costs.
The Key Financial Data table discloses the calculation of DCF and should be read in conjunction with this discussion. The difference between income from investments in the DCF calculation and total investment income as reported in the Statement of Operations, is reconciled as follows: (1) GAAP recognizes that a significant portion of the cash distributions received from MLPs are characterized as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return of capital; (2) income from investments in the DCF calculation includes the value of dividends paid-in-kind (additional stock or units), whereas such amounts are not included as income for GAAP purposes; and (3) net premiums on options written (premiums received less amounts paid to buy back out of the money options) with expiration dates during our fiscal quarter are included in the DCF calculation, whereas GAAP recognizes the net effect of options written as realized and unrealized gains (losses). A reconciliation of Net Investment Income to DCF is included below.
Income from investments
We seek to achieve our investment objectives by investing in a portfolio consisting primarily of equity securities of companies that provide access to North American oil and gas production growth. We evaluate each holding based upon its contribution to our investment income and its risk relative to other potential investments.
We focus primarily on North American energy companies that engage in the exploration and production of crude oil, condensate, natural gas and NGLs that generally have a strong presence in North American oil and gas reservoirs, including shale.
We also seek to provide current income from gains earned through a covered call option strategy, which consists of writing (selling) call options on selected equity securities in our portfolio.
Total distributions received from our investments and option strategy for the period from inception through November 30, 2012 was approximately $8.1 million. This reflects earnings on our investments of $4.0 million and net premiums on options written of approximately $4.1 million.
Expenses
We incur two types of expenses: (1) operating expenses, consisting primarily of the advisory fee; and (2) leverage costs. On a percentage basis, operating expenses before leverage costs were an annualized 1.14 percent of average total assets for the period. While the contractual advisory fee is 1.10 percent of average monthly managed assets, the Adviser has agreed to waive an amount equal to 0.15 percent of average monthly managed assets for years 1 and 2 and 0.10 percent of average monthly managed assets for years 3 and 4 following the closing of the initial public offering.
Leverage costs consist of the interest expense on our margin borrowing facility, which will vary from period to period as the facility has a variable interest rate. Detailed information on our margin borrowing facility is included in the Liquidity and Capital Resources section below. Total leverage costs for DCF purposes were approximately $114,000 for the period from inception through November 30, 2012.
The average annualized total cost of leverage was 1.15 percent as of November 30, 2012. Interest accrues on the margin facility at a rate equal to 1-month LIBOR plus 0.85 percent and unused balances are subject to a fee of 0.25 percent. The annual rate of leverage may vary in future periods as a result of changes in LIBOR and the utilization of our margin facility. Additional information on our leverage is disclosed below in Liquidity and Capital Resources and in our Notes to Financial Statements.
Distributable cash flow
For the period from inception through November 30, 2012, our DCF was approximately $6.6 million. In addition, we had net realized gains on investments of $2.2 million during the period.
We declared our initial distribution of $6.3 million for the period from inception through November 30, 2012. On a per share basis, we declared a $0.4375 per share distribution on September 4, 2012. This represents a full run-rate distribution and equates to a 7.0 percent yield on the $25 IPO price.
Net Investment Income on the Statement of Operations is adjusted as follows to reconcile to DCF for the period ended November 30, 2012 (in thousands):
Period from | ||||
inception through | ||||
Nov. 30, 2012 | ||||
Net Investment Income | $ | 606 | ||
Adjustments to reconcile to DCF: | ||||
Net premiums on options written | 4,089 | |||
Distributions characterized as return of capital | 1,566 | |||
Dividends paid in stock | 382 | |||
DCF | $ | 6,643 |
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
6 | 2012 Annual Report |
Managements
Discussion (unaudited)
(continued)
Liquidity and capital resources
We had total assets of approximately $419 million at year-end. Our total assets reflect the value of our investments, which are itemized in the Schedule of Investments. It also reflects cash, interest and receivables and any expenses that may have been prepaid.
Total leverage outstanding at November 30, 2012 was $49.0 million, representing 11.7 percent of total assets. Our leverage as a percent of total assets is on the low end of our long-term target level of 10 to 15 percent of total assets. This allows the opportunity to add leverage when compelling investment opportunities arise. Temporary increases to up to 20 percent of our total assets may be permitted, provided that such leverage is consistent with the limits set forth in the 1940 Act, and that such leverage is expected to be reduced over time in an orderly fashion to reach our long-term target. Our leverage ratio is impacted by increases or decreases in market values of our investments, issuance of equity and/or the sale of securities where proceeds are used to reduce leverage.
We use leverage to acquire investments consistent with our investment philosophy. The terms of our leverage are governed by regulatory and contractual asset coverage requirements that arise from the use of leverage. Additional information on our leverage and asset coverage requirements is discussed in Note 10 in the Notes to Financial Statements. Our coverage ratios are updated each week on our Web site at www.tortoiseadvisors.com.
Taxation of our distributions
We expect that distributions paid on common shares will generally consist of: (i) investment company taxable income (ICTI) which includes ordinary income net of deductions plus any short-term capital gains in excess of net long-term capital losses (under current law, distributions of ICTI may be designated as qualified dividend income (QDI) to the extent of any qualifying dividend income received from NDPs investments in common stocks); (ii) long-term capital gain (net gain from the sale of a capital asset held longer than 12 months over net short-term capital losses) and (iii) return of capital. The 15 percent QDI and long-term capital gain tax rates are currently effective through 2012. As a result of legislative changes, starting in 2013, the QDI and long-term capital gain tax rates are variable based on the taxpayers taxable income.
We may designate a portion of our quarterly distributions as capital gains and we may also distribute additional capital gains in the last calendar quarter if necessary to meet minimum distribution requirements and to avoid being subject to excise taxes. If, however, we elect to retain any capital gains, we will be subject to U.S. capital gains taxes. The payment of those taxes will flow-through to stockholders as a tax credit to apply against their U.S. income tax payable on the deemed distribution of the retained capital gain.
For tax purposes, distributions paid to common stockholders for the calendar year ended December 31, 2012 were approximately 21 percent qualified dividend income, 68 percent ordinary dividend income, and 11 percent return of capital. A holder of our common stock would reduce their cost basis for income tax purposes by the amount designated as return of capital. This information is reported to stockholders on Form 1099-DIV and is available on our Web site at www.tortoiseadvisors.com.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2012 Annual Report | 7 |
Schedule of
Investments
November
30, 2012
Shares | Fair Value | ||||
Common Stock 81.0%(1) | |||||
Natural Gas Pipelines 4.9%(1) | |||||
United States 4.9%(1) | |||||
EQT Corporation | 138,100 | $ | 8,294,286 | ||
National Fuel Gas Company | 153,400 | 7,989,072 | |||
16,283,358 | |||||
Oil and Gas Production 76.1%(1) | |||||
Canada 15.0%(1) | |||||
ARC Resources Ltd. | 334,600 | 8,380,579 | |||
Baytex Energy Corp.(2) | 87,800 | 3,878,126 | |||
Canadian Natural Resources Limited(3) | 258,300 | 7,358,967 | |||
Crescent Point Energy Corp. | 285,700 | 11,219,768 | |||
Encana Corporation(3) | 177,700 | 3,872,083 | |||
Enerplus Corporation(2) | 275,800 | 3,662,624 | |||
Penn West Petroleum Ltd.(2) | 266,400 | 2,941,056 | |||
Suncor Energy Inc.(2) | 247,100 | 8,057,931 | |||
The Netherlands 2.3%(1) | |||||
Royal Dutch Shell plc (ADR)(2) | 114,500 | 7,668,065 | |||
United Kingdom 2.5%(1) | |||||
BP p.l.c. (ADR)(2) | 192,800 | 8,051,328 | |||
United States 56.3%(1) | |||||
Anadarko Petroleum Corporation(3) | 226,900 | 16,606,811 | |||
Apache Corporation(3) | 176,600 | 13,614,094 | |||
Cabot Oil & Gas Corporation(3) | 90,800 | 4,276,680 | |||
Chesapeake Energy Corporation(3) | 201,600 | 3,433,248 | |||
Chevron Corporation(2) | 70,400 | 7,440,576 | |||
Concho Resources Inc.(3)(4) | 83,400 | 6,693,684 | |||
ConocoPhillips(2) | 138,700 | 7,897,578 | |||
Continental Resources, Inc.(3)(4) | 153,600 | 10,552,320 | |||
Denbury Resources Inc.(4) | 712,400 | 10,992,332 | |||
Devon Energy Corporation(3) | 200,000 | 10,334,000 | |||
Energen Corporation(2) | 145,100 | 6,461,303 | |||
EOG Resources, Inc.(3) | 106,400 | 12,514,768 | |||
Hess Corporation(3) | 74,900 | 3,715,789 | |||
Marathon Oil Corporation(3) | 276,200 | 8,520,770 | |||
Newfield Exploration Company(3)(4) | 120,100 | 2,923,234 | |||
Occidental Petroleum Corporation(3) | 223,300 | 16,794,393 | |||
Pioneer Natural Resources Company(3) | 154,900 | 16,574,300 | |||
QEP Resources, Inc. | 130,100 | 3,658,412 | |||
Range Resources Corporation(3) | 179,700 | 11,504,394 | |||
Southwestern Energy Company(3)(4) | 120,800 | 4,192,968 | |||
Whiting Petroleum Corporation(3)(4) | 167,500 | 7,024,950 | |||
250,817,131 | |||||
Total Common Stock | |||||
(Cost $281,955,569) | 267,100,489 | ||||
Master Limited Partnerships | |||||
and Related Companies 34.1%(1) | |||||
Crude/Refined Products Pipelines 10.5%(1) | |||||
United States 10.5%(1) | |||||
Enbridge Energy Management, L.L.C.(2)(5) | 389,578 | 11,492,540 | |||
Kinder Morgan Management, LLC(2)(5) | 134,553 | 10,212,589 | |||
Magellan Midstream Partners, L.P.(2) | 75,000 | 3,336,000 | |||
MPLX LP(2) | 117,232 | 3,383,316 | |||
Plains All American Pipeline, L.P.(2) | 134,000 | 6,241,720 | |||
34,666,165 | |||||
Natural Gas/Natural Gas Liquids Pipelines 7.6%(1) | |||||
United States 7.6%(1) | |||||
Energy Transfer Partners, L.P.(2) | 180,800 | 7,935,312 | |||
Enterprise Products Partners L.P.(2) | 110,200 | 5,711,666 | |||
Regency Energy Partners LP(2) | 252,300 | 5,643,951 | |||
Williams Partners L.P.(2) | 113,600 | 5,783,376 | |||
25,074,305 | |||||
Natural Gas Gathering/Processing 2.9%(1) | |||||
United States 2.9%(1) | |||||
DCP Midstream Partners, LP(2) | 135,300 | 5,666,364 | |||
Southcross Energy Partners, L.P.(2) | 45,076 | 1,058,385 | |||
Targa Resources Partners LP(2) | 74,800 | 2,817,716 | |||
9,542,465 |
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
8 | 2012 Annual Report |
Shares | Fair Value | |||||
Oil and Gas Production 13.1%(1) | ||||||
United States 13.1%(1) | ||||||
BreitBurn Energy Partners L.P.(2) | 312,900 | $ | 5,782,392 | |||
EV Energy Partners, L.P.(2) | 131,862 | 8,004,023 | ||||
Legacy Reserves, L.P.(2) | 280,373 | 6,897,176 | ||||
Linn Energy, L.L.C.(2) | 245,000 | 9,709,350 | ||||
Pioneer Southwest Energy | ||||||
Partners L.P.(2) | 307,700 | 6,990,944 | ||||
Vanguard Natural Resources, LLC(2) | 212,100 | 5,879,412 | ||||
43,263,297 | ||||||
Total Master Limited Partnerships | ||||||
and Related Companies (Cost $113,825,947) | 112,546,232 | |||||
Short-Term Investment 0.1%(1) | ||||||
United States Investment Company 0.1%(1) | ||||||
Fidelity Institutional Money Market Portfolio | ||||||
Class I, 0.14%(6) (Cost $111,963) | 111,963 | 111,963 | ||||
Total Investments 115.2%(1) | ||||||
(Cost $395,893,479) | 379,758,684 | |||||
Total Value of Options Written | ||||||
(Premiums received $1,532,136) (0.2%)(1) | (748,365 | ) | ||||
Other Assets and Liabilities (15.0%)(1) | (49,334,330 | ) | ||||
Total Net Assets Applicable to | ||||||
Common Stockholders 100.0%(1) | $ | 329,675,989 |
(1) | Calculated as a percentage of net assets applicable to common stockholders. |
(2) | All or a portion of the security is segregated as collateral for the margin borrowing facility. See Note 10 to the financial statements for further disclosure. |
(3) | All or a portion of the security represents cover for outstanding call option contracts written. |
(4) | Non-income producing security. |
(5) | Security distributions are paid-in-kind. |
(6) | Rate indicated is the current yield as of November 30, 2012. |
Key to
abbreviation
ADR = American
Depository Receipts
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2012 Annual Report | 9 |
Schedule of Options
Written
November 30,
2012
Expiration | Strike | Fair | |||||||||||
Call Options Written | Date | Price | Contracts | Value | |||||||||
Anadarko Petroleum Corporation | December 2012 | $ | 77.50 | 1,836 | $ | (82,620 | ) | ||||||
Apache Corporation | December 2012 | 85.00 | 1,550 | (20,150 | ) | ||||||||
Cabot Oil & Gas Corporation | December 2012 | 55.00 | 818 | (4,090 | ) | ||||||||
Canadian Natural Resources Limited | December 2012 | 30.00 | 2,376 | (47,520 | ) | ||||||||
Chesapeake Energy Corporation | December 2012 | 19.00 | 2,016 | (18,144 | ) | ||||||||
Concho Resources Inc. | December 2012 | 90.00 | 788 | (19,700 | ) | ||||||||
Continental Resources, Inc. | December 2012 | 75.00 | 1,467 | (80,685 | ) | ||||||||
Devon Energy Corporation | December 2012 | 57.50 | 818 | (2,454 | ) | ||||||||
Encana Corporation | December 2012 | 23.00 | 1,726 | (27,616 | ) | ||||||||
EOG Resources, Inc. | December 2012 | 125.00 | 1,064 | (61,712 | ) | ||||||||
Hess Corporation | December 2012 | 55.00 | 707 | (11,312 | ) | ||||||||
Marathon Oil Corporation | December 2012 | 33.00 | 2,571 | (17,997 | ) | ||||||||
Newfield Exploration Company | December 2012 | 27.00 | 1,201 | (12,010 | ) | ||||||||
Occidental Petroleum Corporation | December 2012 | 80.00 | 2,233 | (40,194 | ) | ||||||||
Pioneer Natural Resources Company | December 2012 | 110.00 | 1,160 | (220,400 | ) | ||||||||
Pioneer Natural Resources Company | December 2012 | 115.00 | 323 | (26,486 | ) | ||||||||
Range Resources Corporation | December 2012 | 72.50 | 1,797 | (26,955 | ) | ||||||||
Southwestern Energy Company | December 2012 | 37.00 | 308 | (7,700 | ) | ||||||||
Southwestern Energy Company | December 2012 | 38.00 | 900 | (8,100 | ) | ||||||||
Whiting Petroleum Corporation | December 2012 | 50.00 | 1,252 | (12,520 | ) | ||||||||
Total Value of Call Options Written | |||||||||||||
(Premiums received $1,532,136) | $ | (748,365 | ) |
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
10 | 2012 Annual Report |
Statement of Assets
& Liabilities
November 30, 2012
Assets | ||||
Investments at fair value (cost $395,893,479) | $ | 379,758,684 | ||
Receivable for Adviser fee waiver | 97,436 | |||
Dividends and distributions receivable | 614,830 | |||
Receivable for investments sold | 38,419,154 | |||
Prepaid expenses and other assets | 23,507 | |||
Total assets | 418,913,611 | |||
Liabilities | ||||
Options written, at fair value | ||||
(premiums received $1,532,136) | 748,365 | |||
Payable to Adviser | 714,527 | |||
Payable for investments purchased | 38,448,633 | |||
Distribution payable to common stockholders | 204,627 | |||
Accrued expenses and other liabilities | 121,470 | |||
Short-term borrowings | 49,000,000 | |||
Total liabilities | 89,237,622 | |||
Net assets applicable to | ||||
common stockholders | $ | 329,675,989 | ||
Net Assets Applicable to Common Stockholders Consist of: | ||||
Capital stock, $0.001 par value; | ||||
14,504,200 shares issued and outstanding | ||||
(100,000,000 shares authorized) | $ | 14,504 | ||
Additional paid-in capital | 344,844,950 | |||
Undistributed net investment income | 194,667 | |||
Accumulated net realized loss | (26,956 | ) | ||
Net unrealized depreciation | (15,351,176 | ) | ||
Net assets applicable to | ||||
common stockholders | $ | 329,675,989 | ||
Net Asset Value per common share outstanding | ||||
(net assets applicable to common stock, | ||||
divided by common shares outstanding) | $ | 22.73 |
Statement of
Operations
Period from
July 31, 2012(1) through Nov. 30, 2012
Investment Income | ||||
Distributions from master limited partnerships | $ | 1,949,738 | ||
Less return of capital on distributions | (1,566,120 | ) | ||
Net distributions from master | ||||
limited partnerships | 383,618 | |||
Dividends from common stock | ||||
(net of foreign taxes withheld of $142,767) | 1,679,060 | |||
Dividends from money market mutual funds | 30,510 | |||
Total Investment Income | 2,093,188 | |||
Operating Expenses | ||||
Advisory fees | 1,332,484 | |||
Professional fees | 74,583 | |||
Administrator fees | 48,454 | |||
Stockholder communication expenses | 22,866 | |||
Directors fees | 18,900 | |||
Fund accounting fees | 18,446 | |||
Custodian fees and expenses | 13,910 | |||
Registration fees | 8,384 | |||
Stock transfer agent fees | 5,075 | |||
Other operating expenses | 11,523 | |||
Total Operating Expenses | 1,554,625 | |||
Leverage Expenses | ||||
Interest expense | 114,013 | |||
Total Expenses | 1,668,638 | |||
Less fees waived by Adviser | (181,702 | ) | ||
Net Expenses | 1,486,936 | |||
Net Investment Income | 606,252 | |||
Realized and Unrealized Gains (Losses) | ||||
Net realized gain on investments, including | ||||
foreign currency gain (loss) | 2,193,798 | |||
Net realized gain on options | 3,007,139 | |||
Net realized gain on foreign currency | ||||
and translation of other assets and | ||||
liabilities denominated in foreign currency | 2,788 | |||
Net realized gain | 5,203,725 | |||
Net unrealized depreciation of investments, | ||||
including foreign currency gain (loss) | (16,134,795 | ) | ||
Net unrealized appreciation of options | 783,771 | |||
Net unrealized depreciation of other assets | ||||
and liabilities due to foreign | ||||
currency translation | (152 | ) | ||
Net unrealized depreciation | (15,351,176 | ) | ||
Net Realized and Unrealized Losses | (10,147,451 | ) | ||
Net Decrease in Net Assets Applicable | ||||
to Common Stockholders Resulting | ||||
from Operations | $ | (9,541,199 | ) |
(1) | Commencement of Operations. |
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2012 Annual Report | 11 |
Statement of Changes
in Net Assets
Period
from July 31, 2012(1) through November 30, 2012
Operations | |||
Net investment income | $ | 606,252 | |
Net realized gain | 5,203,725 | ||
Net unrealized depreciation | (15,351,176 | ) | |
Net decrease in net assets applicable to common stockholders resulting from operations | (9,541,199 | ) | |
Distributions to Common Stockholders | |||
Net investment income | (430,049 | ) | |
Net realized gain | (5,212,217 | ) | |
Return of capital | (703,321 | ) | |
Total distributions to common stockholders | (6,345,587 | ) | |
Capital Stock Transactions | |||
Proceeds from initial public offering of 14,500,000 common shares | 362,500,000 | ||
Underwriting discounts and offering expenses associated with the issuance of | |||
common stock | (17,037,500 | ) | |
Net increase in net assets applicable to common stockholders from capital stock transactions | 345,462,500 | ||
Total increase in net assets applicable to common stockholders | 329,575,714 | ||
Net Assets | |||
Beginning of period | 100,275 | ||
End of period | $ | 329,675,989 | |
Undistributed net investment income, end of period | $ | 194,667 |
(1) | Commencement of Operations. |
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
12 | 2012 Annual Report |
Statement of Cash
Flows
Period from July
31, 2012(1) through November 30, 2012
Cash Flows From Operating Activities | |||
Distributions received from master limited partnerships | $ | 1,906,788 | |
Dividend income received | 1,140,326 | ||
Purchases of long-term investments | (400,767,316 | ) | |
Proceeds from sales of long-term investments | 5,642,956 | ||
Purchases of short-term investments, net | (111,963 | ) | |
Call options written, net | 4,539,275 | ||
Interest expense paid | (112,453 | ) | |
Operating expenses paid | (659,428 | ) | |
Net cash used in operating activities | (388,421,815 | ) | |
Cash Flows From Financing Activities | |||
Advances from margin loan facility | 56,700,000 | ||
Repayments on margin loan facility | (7,700,000 | ) | |
Issuance of common stock | 362,500,000 | ||
Common stock issuance costs | (17,037,500 | ) | |
Distributions paid to common stockholders | (6,140,960 | ) | |
Net cash provided by financing activities | 388,321,540 | ||
Net change in cash | (100,275 | ) | |
Cash beginning of period | 100,275 | ||
Cash end of period | $ | | |
Reconciliation of net decrease in net assets applicable to common stockholders | |||
resulting from operations to net cash used in operating activities | |||
Net decrease in net assets applicable to common stockholders resulting from operations | $ | (9,541,199 | ) |
Adjustments to reconcile net decrease in net assets applicable to common stockholders | |||
resulting from operations to net cash used in operating activities: | |||
Purchases of long-term investments | (439,215,949 | ) | |
Proceeds from sales of long-term investments | 44,062,110 | ||
Purchases of short-term investments, net | (111,963 | ) | |
Call options written, net | 4,539,275 | ||
Return of capital on distributions received | 1,566,120 | ||
Net unrealized depreciation | 15,351,176 | ||
Net realized gain | (5,203,725 | ) | |
Changes in operating assets and liabilities: | |||
Increase in dividends and distributions receivable | (612,194 | ) | |
Increase in prepaid expenses and other assets | (23,507 | ) | |
Increase in receivable for investments sold | (38,419,154 | ) | |
Increase in payable for investments purchased | 38,448,633 | ||
Increase in payable to Adviser, net of fees waived | 617,091 | ||
Increase in accrued expenses and other liabilities | 121,471 | ||
Total adjustments | (378,880,616 | ) | |
Net cash used in operating activities | $ | (388,421,815 | ) |
(1) | Commencement of Operations. |
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2012 Annual Report | 13 |
Financial
Highlights
Period from
July 31, 2012(1) through November 30, 2012
Per Common Share Data(2) | |||
Public offering price | $ | 25.00 | |
Income from Investment Operations | |||
Net investment income | 0.04 | ||
Net realized and unrealized loss | (0.65 | ) | |
Total income from investment operations | (0.61 | ) | |
Distributions to Common Stockholders | |||
Net investment income | (0.03 | ) | |
Net realized gain | (0.36 | ) | |
Return of capital | (0.05 | ) | |
Total distributions to common stockholders | (0.44 | ) | |
Underwriting discounts and offering costs on issuance of common stock(3) | (1.22 | ) | |
Net Asset Value, end of period | $ | 22.73 | |
Per common share market value, end of period | $ | 22.33 | |
Total Investment Return Based on Market Value(4) | (8.89 | )% | |
Supplemental Data and Ratios | |||
Net assets applicable to common stockholders, end of period (000s) | $ | 329,676 | |
Average net assets (000s) | $ | 334,232 | |
Ratio of Expenses to Average Net Assets(5) | |||
Advisory fees | 1.18 | % | |
Other operating expenses | 0.20 | ||
Fee waiver | (0.16 | ) | |
Subtotal | 1.22 | ||
Leverage expenses | 0.10 | ||
Total expenses | 1.32 | % | |
Ratio of net investment income to average net assets before fee waiver(5) | 0.38 | % | |
Ratio of net investment income to average net assets after fee waiver(5) | 0.54 | % | |
Portfolio turnover rate | 15.68 | % | |
Short-term borrowings, end of period (000s) | $ | 49,000 | |
Asset coverage, per $1,000 of principal amount of short-term borrowings(6) | $ | 7,728 | |
Asset coverage ratio of short-term borrowings(6) | 773 | % |
(1) | Commencement of Operations. |
(2) | Information presented relates to a share of common stock outstanding for the entire period. |
(3) | Represents the dilution per common share from underwriting and other offering costs for the period from July 31, 2012 through November 30, 2012. |
(4) | Not annualized. Total investment return is calculated assuming a purchase of common stock at the initial public offering price and a sale at the closing price on the last day of the period reported (excluding brokerage commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to the Companys dividend reinvestment plan. |
(5) | Annualized. |
(6) | Represents value of total assets less all liabilities and indebtedness not represented by short-term borrowings at the end of the period divided by short-term borrowings outstanding at the end of the period. |
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
14 | 2012 Annual Report |
Notes to Financial
Statements
November
30, 2012
1. Organization
Tortoise Energy Independence Fund, Inc. (the Company) was organized as a Maryland corporation on April 11, 2012, and is a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act). The Companys primary investment objective is to provide a high level of total return, with an emphasis on current distributions. The Company seeks to provide its stockholders an efficient vehicle to invest in a portfolio consisting primarily of equity securities of North American energy companies. The Company commenced operations on July 31, 2012. The Companys stock is listed on the New York Stock Exchange under the symbol NDP.
2. Significant accounting policies
A. Use of estimates
The preparation of financial
statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. Actual results could differ
from those estimates.
B. Investment valuation
The Company primarily owns
securities that are listed on a securities exchange or over-the-counter market.
The Company values those securities at their last sale price on that exchange or
over-the-counter market on the valuation date. If the security is listed on more
than one exchange, the Company uses the price of the exchange that it considers
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 there has been no sale on such
exchange or over-the-counter market on such day, the security will be valued at
the mean between the last bid price and last ask price on such day.
The Company may invest up to 30 percent of its total assets in unregistered or otherwise restricted securities. Restricted securities are subject to statutory or contractual restrictions on their public resale, which may make it more difficult to obtain a valuation and may limit the Companys ability to dispose of them. Investments in restricted securities and other securities for which market quotations are not readily available will be valued in good faith by using fair value procedures approved by the Board of Directors. Such fair value procedures consider factors such as discounts to publicly traded issues, time until conversion date, securities with similar yields, quality, type of issue, coupon, duration and rating. If events occur that will affect the value of the Companys portfolio securities before the net asset value has been calculated (a significant event), the portfolio securities so affected will generally be priced using fair value procedures. The Company did not hold any restricted securities at November 30, 2012.
An equity security of a publicly traded company acquired in a direct placement transaction may be subject to restrictions on resale that can affect the securitys liquidity and fair value. Such securities that are convertible or otherwise will become freely tradable will be valued based on the market value of the freely tradable security less an applicable discount. Generally, the discount will initially be equal to the discount at which the Company 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 used to determine the discount.
Exchange-traded options are valued at the mean of the highest bid and lowest asked prices across all option exchanges.
The Company generally values debt securities at prices based on market quotations for such securities, except those securities purchased with 60 days or less to maturity are valued on the basis of amortized cost, which approximates market value.
C. Security transactions and
investment income
Security
transactions are accounted for on the date the securities are purchased or sold
(trade date). Realized gains and losses are reported on an identified cost
basis. Interest income is recognized on the accrual basis, including
amortization of premiums and accretion of discounts. Dividend and distribution
income is recorded on the ex-dividend date. Distributions received from the
Companys investments in master limited partnerships (MLPs) generally are
comprised of ordinary income and return of capital from the MLPs. The Company
allocates distributions between investment income and return of capital based on
estimates made at the time such distributions are received. Such estimates are
based on information provided by each MLP and other industry sources. These
estimates may subsequently be revised based on actual allocations received from
MLPs after their tax reporting periods are concluded, as the actual character of
these distributions is not known until after the fiscal year end of the
Company.
In addition, the Company may be subject to withholding taxes on foreign-sourced income. The Company accrues such taxes when the related income is earned.
D. Foreign currency
translation
For foreign currency,
investments in foreign securities, and other assets and liabilities denominated
in a foreign currency, the Company translates these amounts into U.S. dollars on
the following basis: (i) market value of investment securities, assets and
liabilities at the current rate of exchange on the valuation date, and (ii)
purchases and sales of investment securities, income and expenses at the
relevant rates of exchange on the respective dates of such transactions. The
Company does not isolate that portion of gains and losses on investments that is
due to changes in the foreign exchange rates from that which is due to changes
in market prices of equity securities.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2012 Annual Report | 15 |
Notes to Financial Statements (continued)
E. Distributions to stockholders
Distributions to common stockholders
are recorded on the ex-dividend date. The Company intends to make quarterly cash
distributions of its investment company taxable income to common stockholders.
In addition, on an annual basis, the Company may distribute additional capital
gains in the last calendar quarter if necessary to meet minimum distribution
requirements and thus avoid being subject to excise taxes. The amount of any
distributions will be determined by the Board of Directors. The character of
distributions to common stockholders made during the year may differ from their
ultimate characterization for federal income tax purposes. Distributions paid to
stockholders in excess of investment company taxable income and net realized
gains will be treated as return of capital to stockholders.
F. Federal income
taxation
The Company qualifies as a
regulated investment company (RIC) under the U.S. Internal Revenue Code of
1986, as amended (the Code). As a result, the Company generally will not be
subject to U.S. federal income tax on income and gains that it distributes each
taxable year to stockholders if it meets certain minimum distribution
requirements. The Company is required to distribute substantially all of its
income, in addition to other asset diversification requirements. The Company is
subject to a 4 percent non-deductible U.S. federal excise tax on certain
undistributed income unless the Company makes sufficient distributions to
satisfy the excise tax avoidance requirement. The Company invests in MLPs, which
generally are treated as partnerships for federal income tax purposes. As a
limited partner in the MLPs, the Company reports its allocable share of the
MLPs taxable income in computing its own taxable income.
The Company recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained upon examination by the tax authorities based on the technical merits of the tax position. The Companys policy is to record interest and penalties on uncertain tax positions as part of tax expense. The Company has reviewed all open tax years and major jurisdictions and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on a tax return. All tax years since inception remain open to examination by federal and state tax authorities.
G. Offering costs
Offering costs related to the
issuance of common stock are charged to additional paid-in capital when the
stock is issued. Offering costs (excluding underwriter commissions) of $725,000
related to the issuance of common stock in the initial public offering were
recorded to additional paid-in capital during the period ended November 30,
2012.
H. Derivative financial
instruments
The Company seeks to
provide current income from gains earned through an option strategy which will
normally consist of writing (selling) call options on selected equity securities
in the portfolio (covered calls). The premium received on a written call
option will initially be recorded as a liability and subsequently adjusted to
the then current fair value of the option written. Premiums received from
writing call options that expire unexercised will be recorded as a realized gain
on the expiration date. Premiums received from writing call options that are
exercised will be added to the proceeds from the sale of the underlying security
to calculate the realized gain (loss). If a written call option is repurchased
prior to its exercise or expiration, the realized gain (loss) will be the
difference between the premium received and the amount paid to repurchase the
option.
I.
Indemnifications
Under the Companys
organizational documents, its officers and directors are indemnified against
certain liabilities arising out of the performance of their duties to the
Company. In addition, in the normal course of business, the Company may enter
into contracts that provide general indemnification to other parties. The
Companys maximum exposure under these arrangements is unknown, as this would
involve future claims that may be made against the Company that have not yet
occurred, and may not occur. However, the Company has not had prior claims or
losses pursuant to these contracts and expects the risk of loss to be
remote.
J. Recent accounting
pronouncements
In May 2011, the FASB
issued ASU No. 2011-04 Amendments to Achieve Common Fair Value Measurement and
Disclosure Requirements in GAAP and the International Financial Reporting
Standards (IFRSs). ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value
Measurements and Disclosures, to establish common requirements for measuring
fair value and for disclosing information about fair value measurements in
accordance with GAAP and IFRSs. ASU No. 2011-04 is effective for fiscal years
beginning after December 15, 2011 and for interim periods within those fiscal
years. The Company has adopted these amendments and they did not have a material
impact on the financial statements.
In December 2011, the FASB issued ASU 2011-11 Balance Sheet (Topic 210) Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires new disclosures for recognized financial instruments and derivative instruments that are either offset on the balance sheet in accordance with the offsetting guidance in ASC 210-20-45 or ASC 815-10-45 or are subject to an enforceable master netting arrangement or similar arrangement. ASU 2011-11 is effective for periods beginning on or after January 1, 2013 and must be applied retrospectively. Management is currently evaluating the impact of these amendments on the financial statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
16 | 2012 Annual Report |
Notes to Financial Statements (continued)
3. Concentration of risk
Under normal circumstances, the Company will have at least 80 percent of its total assets (including any assets obtained through leverage) in equity securities of North American energy companies, including at least 70 percent of its total assets in equity securities of upstream energy companies. The Company considers a company to be a North American energy company if (i) it is organized under the laws of, or maintains its principal place of business in, North America and (ii) at least 50 percent of its assets, cash flow or revenue is associated with the exploration, development, drilling, completion or production of crude oil, condensate, natural gas and natural gas liquids (NGLs), or that provide associated transportation, processing, equipment, storage, and servicing. The Company considers a company to be an upstream energy company if (i) at least 50 percent of its assets, cash flow or revenue is associated with the exploration, development, drilling, completion or production of crude oil, condensate, natural gas and NGLs or (ii) its business is related to energy production or refining as defined by the Standard Industrial Classification (SIC) system. The Company may invest up to 30 percent of its total assets in restricted securities, primarily through direct investments in securities of listed companies. The Company may also invest up to 25 percent of its total assets in securities of MLPs. The Company will not invest in privately-held companies.
4. Agreements
The Company has entered into an Investment Advisory Agreement with the Adviser. Under the terms of the Agreement, the Company pays the Adviser a fee equal to an annual rate of 1.10 percent of the Companys average monthly total assets (including any assets attributable to leverage) minus accrued liabilities (other than debt entered into for purposes of leverage and the aggregate liquidation preference of outstanding preferred stock, if any) (Managed Assets), in exchange for the investment advisory services provided. The Adviser has contractually agreed to waive fees in an amount equal to an annual rate of 0.15 percent of the Companys average monthly Managed Assets for the first year following the commencement of operations, 0.15 percent of average monthly Managed Assets for the second year following the commencement of operations, 0.10 percent of average monthly Managed Assets for the third year following the commencement of operations and 0.10 percent of average monthly Managed Assets for the fourth year following the commencement of operations.
U.S. Bancorp Fund Services, LLC serves as the Companys administrator. The Company pays the administrator a monthly fee computed at an annual rate of 0.04 percent of the first $1,000,000,000 of the Companys Managed Assets, 0.01 percent on the next $500,000,000 of Managed Assets and 0.005 percent on the balance of the Companys Managed Assets.
Computershare Trust Company, N.A. serves as the Companys transfer agent and registrar and Computershare Inc. serves as the Companys dividend paying agent and agent for the automatic dividend reinvestment plan.
U.S. Bank, N.A. serves as the Companys custodian. The Company pays the custodian a monthly fee computed at an annual rate of 0.004 percent of the average daily market value of the Companys domestic assets and 0.015 percent of the average daily market value of the Companys Canadian Dollar-denominated assets, plus portfolio transaction fees.
5. Income taxes
It is the Companys intention to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute all of its taxable income. Accordingly, no provision for federal income taxes is required in the financial statements.
The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. These differences are primarily due to differences in the timing of recognition of gains or losses on investments. Permanent book and tax basis differences resulted in the reclassification of $721,785 to undistributed net investment income, $(18,464) to accumulated net realized loss and $(703,321) to additional paid-in capital.
The tax character of distributions paid to common stockholders during the period from July 31, 2012 (commencement of operations) through November 30, 2012 was as follows:
Ordinary income* | $ | 5,437,639 |
Return of capital | 703,321 | |
Total distributions | $ | 6,140,960 |
* | For Federal income tax purposes, distributions of short-term capital gains are treated as ordinary income distributions. |
Unrealized depreciation | $ | (15,007,217 | ) |
Other temporary differences | (176,248 | ) | |
Accumulated deficit | $ | (15,183,465 | ) |
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2012 Annual Report | 17 |
Notes to Financial Statements (continued)
As of November 30, 2012, the aggregate cost of securities for federal income tax purposes was $395,549,520. The aggregate gross unrealized appreciation for all securities in which there was an excess of fair value over tax cost was $5,421,394, the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over fair value was $21,212,230 and the net unrealized depreciation was $15,790,836.
6. Fair value of financial instruments
Various inputs are used in determining the value of the Companys investments. These inputs are summarized in the three broad levels listed below:
Level 1 | quoted prices in active markets for identical investments | |
Level 2 | other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.) | |
Level 3 | significant unobservable inputs (including the Companys own assumptions in determining the fair value of investments) |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following table provides the fair value measurements of applicable Company assets and liabilities by level within the fair value hierarchy as of November 30, 2012. These assets and liabilities are measured on a recurring basis.
Fair Value at | ||||||||||||||||||
Description | November 30, 2012 | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets | ||||||||||||||||||
Equity Securities: | ||||||||||||||||||
Common Stock(a) | $ | 267,100,489 | $ | 267,100,489 | $ | | $ | | ||||||||||
Master Limited Partnerships | ||||||||||||||||||
and Related Companies(a) | 112,546,232 | 112,546,232 | | | ||||||||||||||
Total Equity Securities | 379,646,721 | 379,646,721 | | | ||||||||||||||
Other: |
|
|||||||||||||||||
Short-Term Investment(b) | 111,963 | 111,963 | | | ||||||||||||||
Total Assets | $ | 379,758,684 | $ | 379,758,684 | $ | | $ | | ||||||||||
Liabilities | ||||||||||||||||||
Written Call Options | $ | 748,365 | $ | 748,365 | $ | | $ | |
(a) | All other industry classifications are identified in the Schedule of Investments. |
(b) | Short-term investment is a sweep investment for cash balances in the Company at November 30, 2012. |
The Company did not hold any Level 3 securities during the period ended November 30, 2012.
Valuation
techniques
In general, and where
applicable, the Company uses readily available market quotations based upon the
last updated sales price from the principal market to determine fair value. This
pricing methodology applies to the Companys Level 1 investments and
liabilities.
An equity security of a publicly traded company acquired in a private placement transaction without registration under the Securities Act of 1933, as amended (the 1933 Act), is subject to restrictions on resale that can affect the securitys fair value. If such a security is convertible into publicly-traded common shares, the security generally will be valued at the common share market price adjusted by a percentage discount due to the restrictions and categorized as Level 2 in the fair value hierarchy. If the security has characteristics that are dissimilar to the class of security that trades on the open market, the security will generally be valued and categorized as Level 3 in the fair value hierarchy.
The Company utilizes the beginning of reporting period method for determining transfers between levels. There were no transfers between levels for the period ended November 30, 2012.
7. Derivative financial instruments
The Company has adopted the disclosure provisions of FASB Accounting Standard Codification 815, Derivatives and Hedging (ASC 815). ASC 815 requires enhanced disclosures about the Companys use of and accounting for derivative instruments and the effect of derivative instruments on the Companys results of operations and financial position. Tabular disclosure regarding derivative fair value and gain/loss by contract type (e.g., interest rate contracts, foreign exchange contracts, credit contracts, etc.) is required and derivatives accounted for as hedging instruments under ASC 815 must be disclosed separately from those that do not qualify for hedge accounting. Even though the Company may use derivatives in an attempt to achieve an economic hedge, the Companys derivatives are not accounted for as hedging instruments under ASC 815 because investment companies account for their derivatives at fair value and record any changes in fair value in current period earnings.
Transactions in written option contracts for the period from July 31, 2012 through November 30, 2012, are as follows:
Number of | |||||||||
Contracts | Premium | ||||||||
Options outstanding at July 31, 2012 | | $ | | ||||||
Options written | 104,180 | 5,863,577 | |||||||
Options closed | (51,984 | ) | (3,021,994 | ) | |||||
Options exercised | (182 | ) | (8,911 | ) | |||||
Options expired | (25,103 | ) | (1,300,536 | ) | |||||
Options outstanding at November 30, 2012 | 26,911 | $ | 1,532,136 |
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
18 | 2012 Annual Report |
Notes to Financial Statements (continued)
The following table presents the types and fair value of derivatives by location as presented on the Statement of Assets and Liabilities at November 30, 2012:
Liabilities | ||||
Derivatives not accounted for as | ||||
hedging instruments under ASC 815 | Location | Fair Value | ||
Written equity call options | Options written, at fair value | $748,365 |
The following table presents the effect of derivatives on the Statement of Operations for the period from July 31, 2012 through November 30, 2012:
Location of Gains (Losses) on Derivatives | ||||
Derivatives not accounted | ||||
for as hedging instruments | Net Realized | Net Unrealized | ||
under ASC 815 | Gain on Options | Appreciation of Options | ||
Written equity call options | $3,007,139 | $783,771 |
8. Investment transactions
For the period from July 31, 2012 through November 30, 2012, the Company purchased (at cost) and sold securities (proceeds received) in the amount of $439,215,949 and $44,062,110 (excluding short-term debt securities), respectively.
9. Common stock
The Company has 100,000,000 shares of capital stock authorized and 14,504,200 shares outstanding at November 30, 2012. Transactions in common stock for the period from July 31, 2012 through November 30, 2012, were as follows:
Shares at July 31, 2012 | 4,200 | |
Shares sold through initial public offering | 14,500,000 | |
Shares at November 30, 2012 | 14,504,200 |
10. Credit facility
On August 3, 2012, the Company entered into a 270-day rolling evergreen margin loan facility with Bank of America, N.A. The terms of the agreement provide for a $65,000,000 facility that is secured by certain of the Companys assets. Outstanding balances generally will accrue interest at a variable rate equal to one-month LIBOR plus 0.85 percent and unused portions of the facility generally will accrue a fee equal to an annual rate of 0.25 percent.
The average principal balance and interest rate for the period during which the margin loan facility was utilized during the period from August 3, 2012 through November 30, 2012 was approximately $44,900,000 and 1.06 percent, respectively. At November 30, 2012, the principal balance outstanding was $49,000,000 at an interest rate of 1.06 percent.
Under the terms of the margin loan facility, the Company must maintain asset coverage required under the 1940 Act. If the Company fails to maintain the required coverage, it may be required to repay a portion of an outstanding balance until the coverage requirement has been met. At November 30, 2012, the Company was in compliance with the terms of the margin loan facility.
11. Subsequent events
The Company has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no items require recognition or disclosure.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2012 Annual Report | 19 |
Report of Independent Registered Public Accounting Firm
The Board of Directors and
Stockholders
Tortoise Energy Independence Fund, Inc.
We have audited the accompanying statement of assets and liabilities of Tortoise Energy Independence Fund, Inc. (the Company), including the schedule of investments, as of November 30, 2012, and the related statements of operations, cash flows, changes in net assets, and the financial highlights for the period from July 31, 2012 (commencement of operations) through November 30, 2012. These financial statements and financial highlights are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Companys internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2012, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Tortoise Energy Independence Fund, Inc. at November 30, 2012, the results of its operations, its cash flows, the changes in its net assets, and its financial highlights for the period from July 31, 2012 (commencement of operations) through November 30, 2012, in conformity with U.S. generally accepted accounting principles.
Kansas City, Missouri
January 22, 2013
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
20 | 2012 Annual Report |
Company Officers and
Directors (unaudited)
November 30, 2012
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 | ||||
Independent Directors | ||||||||
Conrad S. Ciccotello (Born 1960) |
Director since 2012 | Associate Professor of Risk Management and Insurance, Robinson College of Business, Georgia State University (faculty member since 1999); Director of Personal Financial Planning Program; Investment Consultant to the University System of Georgia for its defined contribution retirement plan; 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. (formerly Tortoise Capital Resources Corporation) | ||||
John R. Graham (Born 1945) |
Director since 2012 | Executive-in-Residence and Professor of Finance (part-time), College of Business Administration, Kansas State University (has served as a professor or adjunct professor since 1970); Chairman of the Board, President and CEO, Graham Capital Management, Inc., primarily a real estate development, investment and venture capital company; Owner of Graham Ventures, a business services and venture capital firm; Part-time Vice President Investments, FB Capital Management, Inc. (a registered investment adviser), since 2007; formerly, CEO, Kansas Farm Bureau Financial Services, including seven affiliated insurance or financial service companies (1979-2000). | 7 | CorEnergy Infrastructure Trust, Inc. (formerly Tortoise Capital Resources Corporation) | ||||
Charles E. Heath (Born 1942) |
Director since 2012 | Retired in 1999, Formerly Chief Investment Officer, GE Capitals Employers Reinsurance Corporation (1989-1999). Chartered Financial Analyst (CFA) designation since 1974. | 7 | CorEnergy Infrastructure Trust, Inc. (formerly Tortoise Capital Resources Corporation) | ||||
(1) | This number includes Tortoise Energy Infrastructure Corporation (TYG), Tortoise Energy Capital Corporation (TYY), Tortoise North American Energy Corporation (TYN), Tortoise Power and Energy Infrastructure Fund, Inc. (TPZ), Tortoise MLP Fund, Inc. (NTG), Tortoise Pipeline & Energy Fund, Inc. (TTP) and the Company. Our Adviser also serves as the investment adviser to TYG, TYY, TYN, TPZ, NTG and TTP. |
* | The address of each director and officer is 11550 Ash Street, Suite 300, Leawood, Kansas 66211. |
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2012 Annual Report | 21 |
Company Officers and
Directors (unaudited)
(continued)
November 30,
2012
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 | ||||
Interested Director and Officers(2) | ||||||||
H. Kevin Birzer (Born 1959) |
Director and Chairman of the Board since 2012 |
Managing Director of the Adviser since 2002; Member, Fountain Capital Management, LLC (Fountain Capital), a registered investment adviser, (1990-May 2009); Director and Chairman of the Board of each of TYG, TYY, TYN, TPZ, NTG and NDP since its inception; Director and Chairman of the Board of Tortoise Capital Resources Corporation (TTO) from its inception through November 30, 2011. CFA designation since 1988. |
7 | None | ||||
Terry Matlack |
Chief Executive Officer |
Managing Director of the Adviser since 2002; Director of each of TYG, TYY, TYN, TPZ and TTO from its inception to September 15, 2009; Director of each of TYG, TYY, TYN, TPZ, NTG and TTP since November 12, 2012; Chief Executive Officer of NTG since 2010, of each of TYG, TYY, TYN and TPZ since May 2011 and of TTP since inception; Chief Financial Officer of each of TYG, TYY, TYN, and TPZ from its inception to May 2011, and of TTO from its inception to June 2012. CFA designation since 1985. |
7 | None | ||||
P. Bradley Adams (Born 1960) |
Chief Financial Officer |
Director of Financial Operations of the Adviser since 2005; Chief Financial Officer of each of NTG and TTP since its inception and of each of TYG, TYY, TYN and TPZ since May 2011; Assistant Treasurer of TYG, TYY, and TYN from April 2008 to May 2011, of TPZ from its inception to May 2011, and of TTO from April 2008 to June 2012. |
N/A | None | ||||
Zachary A. Hamel |
President since 2012 |
Managing Director of the Adviser since 2002; Joined Fountain Capital in 1997 and was a Partner there from 2001 through September 2012. President of NTG since 2010, of each of TYG, TYY and TPZ since May 2011, and of TTP since its inception; Senior Vice President of TYY from 2005 to May 2011, of TYG from 2007 to May 2011, of TYN since 2007, of TPZ from its inception to May 2011 and of TTO from 2005 through November 2011. CFA designation since 1998. |
N/A |
None | ||||
Kenneth P. Malvey |
Senior Vice President
and |
Managing Director of the Adviser since 2002; Joined Fountain Capital in 2002 and was a Partner there from 2004 through September 2012; Treasurer of each of TYG, TYY and TYN since 2005, of each of TPZ, NTG and TTP since its inception, and of TTO from 2005 through November 2011; Senior Vice President of TYY since 2005, of each of TYG and TYN since 2007, of each of TPZ, NTG and TTP since its inception, and of TTO from inception through November 2011. CFA designation since 1996. |
N/A |
None | ||||
David J. Schulte |
Senior Vice President |
Managing Director of the Adviser since 2002; Managing Director of Corridor InfraTrust Management, LLC, an affiliate of the Adviser; President and Chief Executive Officer of each of TYG, TYY and TPZ from its inception to May 2011; Chief Executive Officer of TYN from 2005 to May 2011 and President of TYN from 2005 to September 2008; Chief Executive Officer of TTO since 2005 and President of TTO from 2005 to April 2007 and since June 2012; Senior Vice President of each of TYG, TYY, TYN, and TPZ since May 2011, of NTG since 2010 and of TTP since its inception. CFA designation since 1992. |
N/A |
CorEnergy | ||||
(1) | This number includes TYG, TYY, TYN, TPZ, NTG, TTP and the Company. Our Adviser also serves as the investment adviser to TYG, TYY, TYN, TPZ, NTG and TTP. |
(2) |
As a result of their respective positions held with our Adviser or its affiliates, these individuals are considered interested persons within the meaning of the 1940 Act. |
* |
The address of each director and officer is 11550 Ash Street, Suite 300, Leawood, Kansas 66211. |
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
22 | 2012 Annual Report |
Additional Information (unaudited)
Notice to stockholders
For stockholders that do not have a November 30, 2012 tax year end, this notice is for information purposes only. For stockholders with a November 30, 2012 tax year end, please consult your tax advisor as to the pertinence of this notice. For the period from July 31, 2012 (commencement of operations) through November 30, 2012, the Company is designating the following items with regard to distributions paid during the year.
Common Distributions
Long Term | Qualifying For | |||||||||
Return Of | (15% Rate) | Corporate | ||||||||
Capital | Capital Gain | Ordinary Income | Total | Qualifying | Dividends Rec. | |||||
Distributions | Distributions(1) | Distributions | Distributions | Dividends(2) | Deduction(3) | |||||
11.45% | 0% | 88.55% | 100.00% | 24.07% | 4.27% |
(1) | The Company designates long-term capital gain distributions per IRC Code Sec. 852(b)(3)(C). |
(2) | Represents the portion of Ordinary Distributions taxable at the capital gain tax rates if the stockholder meets holding period requirements. |
(3) | Represents the portion of Ordinary Distributions which qualify for the Corporate Dividends Received Deduction. |
Director and officer compensation
The Company does not compensate any of its directors who are interested persons, as defined in Section 2(a)(19) of the 1940 Act, nor any of its officers. For the period from July 31, 2012 through November 30, 2012, the aggregate compensation paid by the Company to the independent directors was $18,000. The Company did not pay any special compensation to any of its directors or officers.
Forward-looking statements
This report contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Companys actual results are the performance of the portfolio of investments held by it, the conditions in the U.S. and international financial, petroleum and other markets, the price at which shares of the Company will trade in the public markets and other factors discussed in filings with the SEC.
Proxy voting policies
A description of the policies and procedures that the Company uses to determine how to vote proxies relating to portfolio securities owned by the Company is available to stockholders (i) without charge, upon request by calling the Company at (913) 981-1020 or toll-free at (866) 362-9331 and on the Companys Web site at www.tortoiseadvisors.com; and (ii) on the SECs Web site at www.sec.gov.
The Company has not yet been required to file a Form N-PX disclosing its proxy voting record. Once the Company has made that initial filing for the period ending June 30, 2013, it will be required to make such filings on an annual basis and information regarding how the Company voted proxies will be available without charge by calling us at (913) 981-1020 or toll-free at (866) 362-9331 and on the Companys Web site at www.tortoiseadvisors.com. You will also be able to access this information on the SECs Web site at www.sec.gov.
Form N-Q
The Company files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The Companys Form N-Q is available without charge upon request by calling the Company at (866) 362-9331 or by visiting the SECs Web site at www.sec.gov. In addition, you may review and copy the Companys Form N-Q at the SECs Public Reference Room in Washington D.C. You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.
The Companys Form N-Qs are also available on the Companys Web site at www.tortoiseadvisors.com.
Statement of additional information
The Statement of Additional Information (SAI) includes additional information about the Companys directors and is available upon request without charge by calling the Company at (866) 362-9331 or by visiting the SECs Web site at www.sec.gov.
Certifications
The Companys Chief Executive Officer has submitted to the New York Stock Exchange an initial CEO certification in connection with its initial public offering and will submit the first annual certification in 2013 as required by Section 303A.12(a) of the NYSE Listed Company Manual.
The Company will file with the SEC the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
Privacy policy
In order to conduct its business, the Company collects and maintains certain nonpublic personal information about its stockholders of record with respect to their transactions in shares of the Companys securities. This information includes the stockholders address, tax identification or Social Security number, share balances, and distribution elections. We do not collect or maintain personal information about stockholders whose share balances of our securities are held in street name by a financial institution such as a bank or broker.
We do not disclose any nonpublic personal information about you, the Companys other stockholders or the Companys former stockholders to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law.
To protect your personal information internally, we restrict access to nonpublic personal information about the Companys stockholders to those employees who need to know that information to provide services to our stockholders. We also maintain certain other safeguards to protect your nonpublic personal information.
Automatic dividend reinvestment plan
If a stockholders shares are registered directly with the Company or with a brokerage firm that participates in the Companys Automatic Dividend Reinvestment Plan (the Plan), all distributions are automatically reinvested for stockholders by the Plan Agent in additional shares of common stock of the Company
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2012 Annual Report | 23 |
Additional Information (unaudited) (continued)
(unless a stockholder is ineligible or elects otherwise). Stockholders holding shares that participate in the Plan in a brokerage account may not be able to transfer the shares to another broker and continue to participate in the Plan. Stockholders who elect not to participate in the Plan will receive all distributions payable in cash paid by check mailed directly to the stockholder of record (or, if the shares are held in street or other nominee name, then to such nominee) by Computershare, as dividend paying agent. Distributions subject to tax (if any) are taxable whether or not shares are reinvested.
If, on the distribution payment date, the net asset value per share of the common stock is equal to or less than the market price per share of common stock plus estimated brokerage commissions, the Company will issue additional shares of common stock to participants. The number of shares will be determined by the greater of the net asset value per share or 95 percent of the market price. Otherwise, shares generally will be purchased on the open market by the Plan Agent as soon as possible following the payment date or purchase date, but in no event later than 30 days after such date except as necessary to comply with applicable law. There are no brokerage charges with respect to shares issued directly by the Company as a result of distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agents open-market purchases in connection with the reinvestment of distributions. If a participant elects to have the Plan Agent sell part or all of his or her common stock and remit the proceeds, such participant will be charged a transaction fee of $15.00 plus his or her pro rata share of brokerage commissions on the shares sold.
Participation is completely voluntary. Stockholders may elect not to participate in the Plan, and participation may be terminated or resumed at any time without penalty, by giving notice in writing, by telephone or Internet to Computershare, the Plan Agent, at the address set forth below. Such termination will be effective with respect to a particular distribution if notice is received prior to such record date.
Additional information about the Plan may be obtained by writing to Computershare Trust Company, N.A., P.O. Box 43078, Providence, R.I. 02940-3078. You may also contact Computershare by phone at (800) 426-5523 or visit their Web site at www.computershare.com.
Review and approval of advisory agreement
At a meeting of the Board of Directors of Tortoise Energy Independence Fund, Inc. held on May 24, 2012, the directors who are not interested persons (as defined in the Investment Company Act of 1940) (the Independent Directors), considered and approved an advisory agreement (the Advisory Agreement) with the Adviser.
Factors considered
The Independent Directors did not identify any single factor as being all-important or controlling, and each Independent Director may have attributed different levels of importance to different factors. In considering the approval of the investment advisory agreement, the Board evaluated information provided by the Adviser and its legal counsel and considered various factors, including the following:
The Independent Directors did not, with respect to their deliberations concerning their approval of the investment advisory agreement, consider the benefits the Adviser may derive for relationships the Adviser may have with brokers through soft dollar arrangements because the Adviser does not employ any such arrangements in rendering its advisory services to the Company.
Conclusions of the independent directors
Based on the information reviewed and the discussions among the members of the Board, the Board, including all of the Independent Directors, approved the investment advisory agreement, and determined that the management fee to be paid to the Adviser was reasonable in relation to the services to be provided.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2012 Annual Report | 25 |
Office of the
Company Managing
Directors of Board of
Directors of Terry Matlack Conrad S.
Ciccotello John R.
Graham Charles E. Heath |
Administrator Custodian Transfer,
Dividend Disbursing Legal
Counsel Investor
Relations Stock
Symbol This report is for stockholder information. This is not a prospectus intended for use in the purchase or sale of fund shares. Past performance is no guarantee of future results and your investment may be worth more or less at the time you sell. |
Tortoise Capital Advisors Closed-end Funds
Pureplay MLP Funds | Broader Funds | |||||||||||||
Name | Ticker | Focus | Total Assets(1) ($ in millions) |
Name | Ticker | Focus | Total Assets(1) ($ in millions) |
|||||||
Tortoise
Energy Infrastructure Corp. |
Midstream Equity |
$1,686 |
Tortoise Pipeline & Energy Fund, Inc. |
Pipeline Equity |
$336 |
|||||||||
Tortoise
Energy Capital Corp. |
Midstream Equity |
$868 |
Tortoise
Energy |
North American
Upstream |
$382 |
|||||||||
Tortoise MLP Fund, Inc. |
Natural Gas
Infrastructure Equity |
$1,590 |
Tortoise Power and Energy Infrastructure Fund, Inc. |
Power & Energy
Infrastructure Debt & Dividend Paying Equity |
$221 |
|||||||||
Tortoise North American Energy Corp. |
Midstream/Upstream Equity |
$219 |
||||||||||||
(1) As of 12/31/12
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
Investment
Adviser to
Tortoise Energy Independence
Fund, Inc.
11550 Ash
Street, Suite 300
Leawood, KS 66211
www.tortoiseadvisors.com
Item 2. Code of Ethics.
The Registrant has adopted a code of ethics that applies to the Registrants Chief Executive Officer and its Chief Financial Officer. The Registrant has not made any amendments to this code of ethics during the period covered by this report. The Registrant has not granted any waivers from any provisions of this code of ethics during the period covered by this report.
Item 3. Audit Committee Financial Expert.
The Registrants Board of Directors has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. Conrad Ciccotello is the audit committee financial expert and is considered to be independent as each term is defined in Item 3 of Form N-CSR. In addition to his experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements, Mr. Ciccotello has a Ph.D. in Finance.
Item 4. Principal Accountant Fees and Services.
The Registrant was formed on April 11, 2012, and thus did not pay its principal accountant any fees prior to that date. Audit services refer to performing an audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. Audit-related services refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. Tax services refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the approximate amounts of aggregate fees billed to the Registrant for the fiscal period ending November 30, 2012 for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
FYE 11/30/2012 | ||
Audit Fees | $79,000 | |
Audit-Related Fees | | |
Tax Fees | | |
All Other Fees | | |
Aggregate Non-Audit Fees | |
The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve (i) the selection of the Registrants independent registered public accounting firm, (ii) the engagement of the independent registered public accounting firm to provide any non-audit services to the Registrant, (iii) the engagement of the independent registered public accounting firm to provide any non-audit services to the Adviser or any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Registrant, if the engagement relates directly to the operations and financial reporting of the Registrant, and (iv) the fees and other compensation to be paid to the independent registered public accounting firm. The Chairman of the audit committee may grant the pre-approval of any engagement of the independent registered public accounting firm for non-audit services of less than $10,000, and such delegated pre-approvals will be presented to the full audit committee at its next meeting. Under certain limited circumstances, pre-approvals are not required under securities law regulations for certain non-audit services below certain de minimus thresholds. Since the adoption of these policies and procedures, the audit committee has pre-approved all audit and non-audit services provided to the Registrant by the principal accountant. None of these services provided by the principal accountant were approved by the audit committee pursuant to the de minimus exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X. All of the principal accountants hours spent on auditing the Registrants financial statements were attributed to work performed by full-time permanent employees of the principal accountant.
In the Registrants fiscal period ended November 30, 2012, the Adviser paid approximately $15,000 in fees for tax services provided to the Adviser. These non-audit services were not required to be preapproved by the Registrants audit committee. No entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Registrant, has paid to, or been billed for fees by, the principal accountant for non-audit services rendered to the Adviser or such entity during the Registrants last two fiscal years. The audit committee has considered whether the principal accountants provision of services (other than audit services) to the Registrant, the Adviser or any entity controlling, controlled by, or under common control with the Adviser that provides services to the Registrant is compatible with maintaining the principal accountants independence in performing audit services.
Item 5. Audit Committee of Listed Registrants.
The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, and is comprised of Mr. Conrad S. Ciccotello, Mr. John R. Graham and Mr. Charles E. Heath.
Item 6. Schedule of Investments.
Schedule of Investments is included as part of the report to shareholders filed under Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Copies of the proxy voting policies and procedures of the Registrant and the Adviser are attached hereto as Exhibit 99.VOTEREG and Exhibit 99.VOTEADV, respectively.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Unless otherwise indicated, information is presented as of November 30, 2012.
Portfolio Managers
As of the date of this filing, management of the Registrants portfolio is the responsibility of a team of portfolio managers consisting of H. Kevin Birzer, Terry Matlack, David J. Schulte, Zachary A. Hamel and Kenneth P. Malvey, all of whom are Managers of the Adviser, and Robert Thummel, a senior investment analyst and director of the Adviser. These individuals comprise the investment committee and share responsibility for management of the Registrants investments. It is the policy of the investment committee that any decision to add a portfolio investment must be approved by their unanimous vote. Biographical information about each member of the Advisers investment committee as of the date of this filing is set forth below.
Position(s) Held with | ||||
Company and Length | ||||
Name and Age* | of Time Served | Principal Occupation During Past Five Years | ||
H. Kevin Birzer |
Director and |
Managing Director of the Adviser since 2002; Member, Fountain Capital Management, LLC (Fountain Capital), a registered investment adviser, (1990-May 2009); Director and Chairman of the Board of each of Tortoise Energy Infrastructure Corporation (TYG), Tortoise Energy Capital Corporation (TYY), Tortoise North American Energy Corporation (TYN), Tortoise Power and Energy Infrastructure Fund, Inc. (TPZ), Tortoise MLP Fund, Inc. (NTG) and Tortoise Pipeline & Energy Fund, Inc. (TTP) since its inception; Director and Chairman of the Board of Tortoise Capital Resources Corporation (TTO) from its inception through November 30, 2011. CFA designation since 1988. | ||
Terry Matlack |
Chief Executive Officer |
Managing Director of the Adviser since 2002; Director of each of TYG, TYY, TYN, TPZ and TTO from its inception to September 15, 2009; Director of each of TYG, TYY, TYN, TPZ, NTG and TTP since November 12, 2012; Chief Executive Officer of NTG since 2010, of each of TYG, TYY, TYN and TPZ since May 2011 and of TTP since inception; Chief Financial Officer of each of TYG, TYY, TYN, and TPZ from its inception to May 2011, and of TTO from its inception to June 2012. CFA designation since 1985. | ||
Zachary A. Hamel |
President since 2012 |
Managing Director of the Adviser since 2002; Joined Fountain Capital in 1997 and was a Partner there from 2001 through September 2012. President of NTG since 2010, of each of TYG, TYY and TPZ since May 2011, and of TTP since its inception; Senior Vice President of TYY from 2005 to May 2011, of TYG from 2007 to May 2011, of TYN since 2007, of TPZ from its inception to May 2011 and of TTO from 2005 through November 2011. CFA designation since 1998. | ||
Kenneth P. Malvey |
Senior Vice President |
Managing Director of the Adviser since 2002; Joined Fountain Capital in 2002 and was a Partner there from 2004 through September 2012; Treasurer of each of TYG, TYY and TYN since 2005, of each of TPZ, NTG and TTP since its inception, and of TTO from 2005 through November 2011; Senior Vice President of TYY since 2005, of each of TYG and TYN since 2007, of each of TPZ, NTG and TTP since its inception, and of TTO from inception through November 2011. CFA designation since 1996. | ||
David J. Schulte |
Senior Vice President |
Managing Director of the Adviser since 2002; President and Chief Executive Officer of each of TYG, TYY and TPZ from its inception to May 2011; Chief Executive Officer of TYN from 2005 to May 2011 and President of TYN from 2005 to September 2008; Chief Executive Officer of TTO since 2005 and President of TTO from 2005 to April 2007 and since June 2012; Senior Vice President of each of TYG, TYY, TYN, and TPZ since May 2011, of NTG since 2010 and of TTP since its inception. CFA designation since 1992. | ||
Robert Thummel |
N/A |
Senior Investment Analyst and Director of the Adviser; President of TYN since September 2008; Joined the Adviser in 2004 as an Investment Analyst; Previously, Director of Finance at KLT Inc., a subsidiary of Great Plains Energy (1998-2004); Senior Auditor at Ernst & Young LLP (1995-1998). |
*The address of each member of the investment committee is 11550 Ash Street, Suite 300, Leawood, Kansas 66211.
The Adviser also serves as the investment adviser to TYG, TYY, TYN, TPZ, NTG and TTP.
The following table provides information about the other accounts managed on a day-to-day basis by each of the portfolio managers as of November 30, 2012:
Number of | ||||||||||
Accounts | Total Assets of | |||||||||
Paying a | Accounts Paying | |||||||||
Number of | Total Assets of | Performance | a Performance | |||||||
Name of Manager | Accounts | Accounts | Fee | Fee | ||||||
H. Kevin Birzer | ||||||||||
Registered investment companies | 9 | $ | 5,919,392,852 | 0 | | |||||
Other pooled investment vehicles | 9 | $ | 79,897,435 | 1 | $19,046,678 | |||||
Other accounts | 642 | $ | 3,007,398,950 | 0 | | |||||
Zachary A. Hamel | ||||||||||
Registered investment companies | 9 | $ | 5,919,392,852 | 0 | | |||||
Other pooled investment vehicles | 9 | $ | 79,897,435 | 1 | $19,046,678 | |||||
Other accounts | 642 | $ | 3,007,398,950 | 0 | | |||||
Kenneth P. Malvey | ||||||||||
Registered investment companies | 9 | $ | 5,919,392,852 | 0 | | |||||
Other pooled investment vehicles | 9 | $ | 79,897,435 | 1 | $19,046,678 | |||||
Other accounts | 642 | $ | 3,007,398,950 | 0 | | |||||
Terry Matlack | ||||||||||
Registered investment companies | 9 | $ | 5,919,392,852 | 0 | | |||||
Other pooled investment vehicles | 9 | $ | 79,897,435 | 1 | $19,046,678 | |||||
Other accounts | 642 | $ | 3,007,398,950 | 0 | | |||||
David J. Schulte | ||||||||||
Registered investment companies | 9 | $ | 5,919,392,852 | 0 | | |||||
Other pooled investment vehicles | 9 | $ | 79,897,435 | 1 | $19,046,678 | |||||
Other accounts | 642 | $ | 3,007,398,950 | 0 | | |||||
Rob Thummel | ||||||||||
Registered investment companies | 0 | | 0 | | ||||||
Other pooled investment vehicles | 0 | | 0 | | ||||||
Other accounts | 0 | | 0 | |
Material Conflicts of Interest
Conflicts of interest may arise from the fact that the Adviser and its affiliates carry on substantial investment activities for other clients, in which the Registrant has no interest, some of which may have investment strategies similar to the Registrant. The Adviser or its affiliates may have financial incentives to favor certain of these accounts over the Registrant. For example, the Adviser may have an incentive to allocate potentially more favorable investment opportunities to other funds and clients that pay the Adviser an incentive or performance fee. Performance and incentive fees also create the incentive to allocate potentially riskier, but potentially better performing, investments to such funds and other clients in an effort to increase the incentive fee. The Adviser also may have an incentive to make investments in one fund, having the effect of increasing the value of a security in the same issuer held by another fund. Any of their proprietary accounts or other customer accounts may compete with the Registrant for specific trades. The Adviser or its affiliates may give advice and recommend securities to, or buy or sell securities for, other accounts and customers, which advice or securities recommended may differ from advice given to, or securities recommended or bought or sold for, the Registrant, even though their investment objectives may be the same as, or similar to, the Registrants objectives. The Adviser has written allocation policies and procedures designed to address potential conflicts of interest. For instance, when two or more clients advised by the Adviser or its affiliates seek to purchase or sell the same publicly traded securities, the securities actually purchased or sold will be allocated among the clients on a good faith equitable basis by the Adviser in its discretion and in accordance with the clients various investment objectives and the Advisers procedures. In some cases, this system may adversely affect the price or size of the position the Registrant may obtain or sell. In other cases, the Registrants ability to participate in volume transactions may produce better execution for it. When possible, the Adviser combines all of the trade orders into one or more block orders, and each account participates at the average unit or share price obtained in a block order. When block orders are only partially filled, the Adviser considers a number of factors in determining how allocations are made, with the overall goal to allocate in a manner so that accounts are not preferred or disadvantaged over time. The Adviser also has allocation policies for transactions involving private placement securities, which are designed to result in a fair and equitable participation in offerings or sales for each participating client.
The Adviser also serves as investment adviser for six other publicly traded management investment companies, all of which invest in the energy sector.
The Adviser will evaluate a variety of factors in determining whether a particular investment opportunity or strategy is appropriate and feasible for the relevant account at a particular time, including, but not limited to, the following: (1) the nature of the investment opportunity taken in the context of the other investments at the time; (2) the liquidity of the investment relative to the needs of the particular entity or account; (3) the availability of the opportunity (i.e., size of obtainable position); (4) the transaction costs involved; and (5) the investment or regulatory limitations applicable to the particular entity or account. Because these considerations may differ when applied to the Registrant and relevant accounts under management in the context of any particular investment opportunity, the Registrants investment activities, on the one hand, and other managed accounts, on the other hand, may differ considerably from time to time. In addition, the Registrants fees and expenses will differ from those of the other managed accounts. Accordingly, stockholders should be aware that the Registrants future performance and the future performance of the other accounts of the Adviser may vary.
Situations may occur when the Registrant could be disadvantaged because of the investment activities conducted by the Adviser and its affiliates for their other accounts. Such situations may be based on, among other things, the following: (1) legal or internal restrictions on the combined size of positions that may be taken for the Registrant or the other accounts, thereby limiting the size of the Registrants position; (2) the difficulty of liquidating an investment for the Registrant or the other accounts where the market cannot absorb the sale of the combined position; or (3) limits on co-investing in negotiated transactions under the Investment Company Act of 1940.
Under the Investment Company Act of 1940, the Registrant and its affiliated companies may be precluded from co-investing in negotiated private placements of securities. As such, the Registrant will not co-invest with its affiliates in negotiated private placement transactions. The Adviser will observe a policy for allocating negotiated private investment opportunities among its clients that takes into account the amount of each clients available cash and its investment objectives. These allocation policies may result in the allocation of investment opportunities to an affiliated company rather than to the Registrant.
To the extent that the Adviser sources and structures private investments in master limited partnerships (MLPs), certain employees of the Adviser may become aware of actions planned by MLPs, such as acquisitions, which may not be announced to the public. It is possible that the Registrant could be precluded from investing in or selling securities of an MLP about which the Adviser has material, non-public information; however, it is the Advisers intention to ensure that any material, non-public information available to certain employees of the Adviser is not shared with the employees responsible for the purchase and sale of publicly traded MLP securities or to confirm prior to receipt of any material non-public information that the information will shortly be made public. The Registrants investment opportunities also may be limited by affiliations of the Adviser or its affiliates with energy infrastructure companies.
The Adviser and its principals, officers, employees, and affiliates may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts of interest with respect to investments made on the Registrants behalf. As a result of differing trading and investment strategies or constraints, positions may be taken by principals, officers, employees, and affiliates of the Adviser that are the same as, different from, or made at a different time than positions taken for the Registrant. Further, the Adviser may at some time in the future, manage additional investment funds with the same investment objective as the Registrants.
Compensation
None of Messrs. Birzer, Hamel, Malvey, Matlack or Schulte receives any direct compensation from the Registrant or any other of the managed accounts reflected in the table above. All such accounts are managed by the Adviser. Messrs. Birzer, Hamel, Malvey, Matlack and Schulte are full-time employees of the Adviser and receive a fixed salary for the services they provide. They are also eligible for an annual cash bonus based on the Advisers earnings and the satisfaction of certain other conditions. Additional benefits received by Messrs. Birzer, Hamel, Malvey, Matlack and Schulte are normal and customary employee benefits generally available to all salaried employees. Each of Messrs. Birzer, Hamel, Malvey, Matlack and Schulte own an equity interest in Tortoise Holdings, LLC which wholly owns the Adviser, and each thus benefits from increases in the net income of the Adviser.
Securities Owned in the Registrant by Portfolio Managers
The following table provides information about the dollar range of equity securities in the Registrant beneficially owned by each of the portfolio managers as of November 30, 2012:
|
Aggregate Dollar Range of | ||
|
Portfolio Manager | Holdings in the Registrant | |
H. Kevin Birzer | $100,001-$500,000 | ||
Zachary A. Hamel | None | ||
Kenneth P. Malvey | $10,001-$50,000 | ||
Terry Matlack | $10,001-$50,000 | ||
David J. Schulte | $10,001-$50,000 | ||
Rob Thummel | $10,001-$50,000 |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
(d) | ||||
(c) | Maximum Number (or | |||
Total Number of | Approximate Dollar | |||
(a) | Shares (or Units) | Value) of Shares (or | ||
Total Number of | (b) | Purchased as Part of | Units) that May Yet | |
Shares (or Units) | Average Price Paid | Publicly Announced | Be Purchased Under | |
Period | Purchased | per Share (or Unit) | Plans or Programs | the Plans or Programs |
Month #1 | 0 | 0 | 0 | 0 |
6/1/12-6/30/12 | ||||
Month #2 | 0 | 0 | 0 | 0 |
7/1/12-7/31/12 | ||||
Month #3 | 0 | 0 | 0 | 0 |
8/1/12-8/31/12 | ||||
Month #4 | 0 | 0 | 0 | 0 |
9/1/12-9/30/12 | ||||
Month #5 | 0 | 0 | 0 | 0 |
10/1/12-10/31/12 | ||||
Month #6 | 0 | 0 | 0 | 0 |
11/1/12-11/30/12 | ||||
Total | 0 | 0 | 0 | 0 |
Item 10. Submission of Matters to a Vote of Security Holders.
None.
Item 11. Controls and Procedures.
(a) The Registrants Chief Executive Officer and its Chief Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the 1940 Act)) are effective as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.
(b) There were no changes in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrants second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrants internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the Registrant intends to satisfy Item 2 requirements through filing of an exhibit. Filed herewith.
(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. None.
(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Tortoise Energy Independence Fund, Inc. | |
By (Signature and Title) | /s/ Terry Matlack | |
Terry Matlack, Chief Executive Officer | ||
Date January 22, 2013 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. | ||
By (Signature and Title) | /s/ Terry Matlack | |
Terry Matlack, Chief Executive Officer | ||
Date January 22, 2013 | ||
By (Signature and Title) | /s/ P. Bradley Adams | |
P. Bradley Adams, Chief Financial Officer | ||
Date January 22, 2013 |