Quarterly Report | February 28, 2017

 
 
 
 
 

2017 1st Quarter Report
Closed-End Funds


 




 


Tortoise Capital Advisors
2017 1st Quarter Report to Stockholders



This combined report provides you with a comprehensive review of our funds that span the entire energy value chain.

Tortoise Capital Advisors specializes in essential assets investing, including closed-end funds, open end funds, private funds and separate accounts.


Table of contents

Letter to Stockholders   2 TPZ: Fund Focus 16
TYG: Fund Focus   4 Financial Statements 19
NTG: Fund Focus   7 Notes to Financial Statements 50
TTP: Fund Focus 10 Additional Information 65
NDP: Fund Focus 13





TTP and TPZ distribution policies

Tortoise Pipeline & Energy Fund, Inc. (“TTP”) and Tortoise Power and Energy Infrastructure Fund, Inc. (“TPZ”) are relying on exemptive relief permitting them to make long-term capital gain distributions throughout the year. Each of TTP and TPZ, with approval of its Board of Directors (the “Board”), has adopted a distribution policy (the “Policy”) with the purpose of distributing over the course of each year, through periodic distributions as nearly equal as practicable and any required special distributions, an amount closely approximating the total taxable income of TTP and TPZ during such year and, if so determined by the Board, all or a portion of the return of capital paid by portfolio companies to TTP and TPZ during such year. In accordance with its Policy, TTP distributes a fixed amount per common share, currently $0.4075, each quarter to its common shareholders and TPZ distributes a fixed amount per common share, currently $0.125, each month to its common shareholders. These amounts are subject to change from time to time at the discretion of the Board. Although the level of distributions is independent of TTP’s and TPZ’s performance, TTP and TPZ expect such distributions to correlate with its performance over time. Each quarterly and monthly distribution to shareholders is expected to be at the fixed amount established by the Board, except for extraordinary distributions in light of TTP’s and TPZ’s performance for the entire calendar year and to enable TTP and TPZ to comply with the distribution requirements imposed by the Internal Revenue Code. The Board may amend, suspend or terminate the Policy without prior notice to shareholders if it deems such action to be in the best interests of TTP, TPZ and their respective shareholders. For example, the Board might take such action if the Policy had the effect of shrinking TTP’s or TPZ’s assets to a level that was determined to be detrimental to TTP or TPZ shareholders. The suspension or termination of the Policy could have the effect of creating a trading discount (if TTP’s or TPZ’s stock is trading at or above net asset value), widening an existing trading discount, or decreasing an existing premium. You should not draw any conclusions about TTP’s or TPZ’s investment performance from the amount of the distribution or from the terms of TTP’s or TPZ’s distribution policy. Each of TTP and TPZ estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in TTP or TPZ is paid back to you. A return of capital distribution does not necessarily reflect TTP’s or TPZ’s investment performance and should not be confused with “yield” or “income.” The amounts and sources of distributions reported are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon TTP’s and TPZ’s investment experience during the remainder of their fiscal year and may be subject to changes based on tax regulations. TTP and TPZ will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017




Closed-end fund comparison
    Primary   Total assets                                Portfolio mix                                           Portfolio mix            
Name/Ticker       focus       Structure       ($ millions)1       by asset type2               by structure2         

Tortoise Energy
Infrastructure Corp.

NYSE: TYG
Inception: 2/2004

Midstream
MLPs

C-corp

 

$2,795.3

Tortoise MLP
Fund, Inc.

NYSE: NTG
Inception: 7/2010

Natural gas
infrastructure
MLPs

C-corp

$1,632.1

Tortoise Pipeline
& Energy Fund, Inc.

NYSE: TTP
Inception: 10/2011

North
American
pipeline
companies

Regulated
investment
company

$304.5

Tortoise Energy
Independence
Fund, Inc.

NYSE: NDP
Inception: 7/2012

North
American
oil & gas
producers

Regulated
investment
company

$296.7

Tortoise Power and
Energy Infrastructure
Fund, Inc.

NYSE: TPZ
Inception: 7/2009

Power
& energy
infrastructure
companies
(Fixed income
& equity)

Regulated
investment
company

$222.7

1 As of 3/31/2017
2 As a percentage of total long-term investments as of 2/28/2017

Tortoise Capital Advisors 1



 


Tortoise Capital Advisors
First quarter 2017 report to closed-end fund stockholders

Dear fellow stockholders,

Performance within the energy sector was mixed for the first fiscal quarter with the S&P Energy Select Sector® Index returning -3.6%. Upstream producers and larger integrated energy companies retreated while midstream companies, including MLPs, experienced continued strength following the Presidential election and subsequent executive orders easing pipeline regulations. The U.S. continues to move toward energy independence and according to the Energy Information Administration, will likely become a net energy exporter by 2026.

Upstream

Upstream oil and gas producers, as represented by the Tortoise North American Oil and Gas Producers IndexSM, returned -10.6% for the fiscal quarter. Even though prices were steady and Organization of Petroleum Exporting Countries’ (OPEC’s) compliance to its output agreement has been strong, the market did not respond as positively as expected. We believe that high crude oil inventory levels in the U.S. and expected U.S. production growth following higher rig counts are leading to skepticism around the sustainability of higher prices. Heavy imports, coupled with lower refiner demand during maintenance season, led to sustained inventory builds in the U.S., although they appear to be decreasing globally. U.S. crude oil production estimates continued to be revised up, mainly due to the increase in rigs coming back online with greater efficiency, especially those in the Permian and Eagle Ford Basins. As such, 2017 average production is now estimated at 9.2 million barrels per day (MMbbl/d) and 9.9 MMbbl/d for 2018.1

Throughout the first fiscal quarter, prices were relatively stable with West Texas Intermediate (WTI) starting the period at $49.44 per barrel and ending at $54.01.

Natural gas prices opened the fiscal quarter at $3.30 per million British thermal units (MMBtu) and ended the quarter near the low at $2.52. Warm winter weather throughout the country was a headwind for natural gas demand, though mitigated somewhat by increased demand for exports leading to lower inventory levels versus last year.1

Natural gas production is expected to average 73.1 billion cubic feet per day in 2017 and rise to an average of 77.1 billion cubic feet per day in 2018.1 For natural gas liquids and particularly propane, prices improved following higher demand. The U.S. is now exporting more than a billion cubic feet of propane per day,1 which is part of the broader story of the U.S. shift from net energy importer to net energy exporter.

Midstream

Pipeline companies had a strong fiscal quarter with the Tortoise North American Pipeline IndexSM returning 4.9%. MLPs, which had experienced more technical pressure during the downturn, had a strong rebound with a return of 9.8% for the fiscal quarter, as represented by the Tortoise MLP Index®.

The Trump administration is supportive of pipeline projects, which has driven an uptick in project announcements. Our long-term outlook for the midstream sector remains positive with our projection for capital investments in MLPs, pipeline and related organic projects remaining strong at approximately $110 billion for 2017 to 2019. Simplification continued through restructuring incentive distribution rights (IDRs), thus simplifying the capital structure, lowering the cost of capital and improving growth profiles.

Downstream

Refinery utilization was lower during the first fiscal quarter, as is typical during this timeframe due to the scheduled maintenance season. We expect utilization to rise as this season ends in the second fiscal quarter. For petrochemical companies, the long-anticipated wave of ethylene facilities starting to come into service during 2017 was a positive driver.

Utilities performed well despite the potential for higher interest rates, perhaps in anticipation of less regulatory burden implemented by the new administration, although we do expect state-specific regulations to remain.

Renewables continued to play a larger part of the global energy landscape. The solar segment is expected to be the fastest growing on a percentage basis and will likely increase by 44% over the next two years.1 We believe that state-level mandates will remain in place during the Trump administration.

Capital markets

Capital markets remained active on both the equity and debt sides during the fiscal quarter. Though there were no midstream MLP initial public offerings during the fiscal quarter, MLPs and other pipeline companies raised approximately $35 billion, with the majority in equity offerings. Capital markets continued to be supportive of exploration and production companies though they have become less active as companies focus on spending within cash flow.

Merger and acquisition activity among MLPs and other pipeline companies totaled almost $30 billion. As an example of the midstream simplifications mentioned earlier, ONEOK, Inc. had the largest announced transaction of the quarter with the acquisition of its remaining public stake in ONEOK Partners, L.P., in a deal valued at about $17 billion.

(unaudited)

2 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017




Concluding thoughts

We expect to see some volatility throughout 2017, but from a long-term perspective, our outlook for the energy sector remains strong. As we see the U.S. make the expected transition from net energy importer to net energy exporter over the next decade, we believe compelling opportunities across the energy value chain will continue.

Sincerely,

The Managing Directors
Tortoise Capital Advisors, L.L.C.


The S&P Energy Select Sector® Index is a capitalization-weighted index of S&P 500® Index companies in the energy sector involved in the development or production of energy products. The Tortoise North American Oil and Gas Producers IndexSM is a float-adjusted, capitalization-weighted index of North American energy companies engaged primarily in the production of crude oil, condensate, natural gas or natural gas liquids (NGLs). The Tortoise North American Pipeline IndexSM is a float adjusted, capitalization-weighted index of energy pipeline companies domiciled in the United States and Canada. The Tortoise MLP Index® is a float-adjusted, capitalization-weighted index of energy master limited partnerships.

The Tortoise indices are the exclusive property of Tortoise Index Solutions, LLC, which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) to calculate and maintain the Tortoise MLP Index®, Tortoise North American Pipeline IndexSM and Tortoise North American Oil and Gas Producers IndexSM (the “Indices”). The Indices are not sponsored by S&P Dow Jones Indices or its affiliates or its third party licensors (collectively, “S&P Dow Jones Indices LLC”). S&P Dow Jones Indices will not be liable for any errors or omission in calculating the Indices. “Calculated by S&P Dow Jones Indices” and its related stylized mark(s) are service marks of S&P Dow Jones Indices and have been licensed for use by Tortoise Index Solutions, LLC and its affiliates. S&P® is a registered trademark of Standard & Poor’s Financial Services LLC (“SPFS”), and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”).

It is not possible to invest directly in an index.

Performance data quoted represent past performance; past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost.

1 Energy Information Administration, April 2017

(unaudited)

Tortoise Capital Advisors 3



 

 

Tortoise
Energy Infrastructure Corp. (TYG)


Fund description

TYG seeks a high level of total return with an emphasis on current distributions paid to stockholders. TYG invests primarily in equity securities of master limited partnerships (MLPs) and their affiliates that transport, gather, process or store natural gas, natural gas liquids (NGLs), crude oil and refined petroleum products.

Fund performance review

The fund’s market-based and NAV-based returns for the fiscal quarter ending February 28, 2017 were 15.3% and 12.3%, respectively (including the reinvestment of distributions). Comparatively, the Tortoise MLP Index® returned 9.8% for the same period. The fund’s positive performance was largely driven by the Trump administration’s support of MLPs and other pipeline company projects as well as some companies simplifying their capital structure, thus lowering the cost of capital and improving growth profiles within the segment.

First fiscal quarter highlights      
Distributions paid per share $0.6550
Distribution rate (as of 2/28/2017) 7.6%
Quarter-over-quarter distribution increase 0.0%
Year-over-year distribution increase 0.0%
Cumulative distributions paid per share to
       stockholders since inception in February 2004 $28.4975
Market-based total return 15.3%
NAV-based total return 12.3%
Premium (discount) to NAV (as of 2/28/2017) 9.1%

Unlike the fund return, index return is pre-expenses and taxes.

Performance data quoted represent past performance; past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost. Portfolio composition is subject to change due to ongoing management of the fund. References to specific securities or sectors should not be construed as a recommendation by the fund or its adviser. See Schedule of Investments for portfolio weighting at the end of the fiscal quarter.

Key asset performance drivers

Top five contributors       Company type       Performance driver

ONEOK Partners, L.P.

Midstream natural gas/natural gas liquids pipeline MLP

Acquisition by parent company ONEOK, Inc.

Magellan Midstream
Partners, L.P.

Midstream refined product pipeline MLP

Strong fee-based cash flows and organic growth projects focused on the Permian Basin and the Gulf Coast region

Tesoro Logistics LP

Midstream crude oil pipeline MLP

Visibility to strong growth from dropdown asset suite of sponsor

Energy Transfer
Partners, L.P.

Midstream natural gas/natural gas liquids pipeline MLP

Agreement to merge with Sunoco Logistics viewed favorably due to more diversified company and credit profile along with greater clarity on Dakota Access Pipeline (DAPL) project

Western Gas
Partners, LP

Midstream gathering and processing MLP

Visibility to growth due to strategic assets in the Permian Basin

Bottom five contributors       Company type       Performance driver

Enbridge Energy
Partners, L.P.

Midstream crude oil pipeline MLP

Concerns about sustainability of distributions

Plains All American
Pipeline, L.P.

Midstream crude oil pipeline MLP

Increased competition for Permian crude oil pipelines

Genesis Energy L.P.

Midstream crude oil pipeline MLP

Lower distribution growth rate

Energy Transfer
Equity, L.P.

Midstream natural gas/natural gas liquids pipeline MLP

Mixed views on impact of limited partnership merger of Energy Transfer Partners and Sunoco Logistics

Tallgrass Energy
Partners, LP

Midstream natural gas/natural gas liquids pipeline MLP

Limited visibility to depth of dropdown suite of parent company


(unaudited)

4

Tortoise Capital Advisors




 

2017 1st Quarter Report  | February 28, 2017





Distributable cash flow and distributions

Distributable cash flow (“DCF”) is distributions received from investments less expenses. The total distributions received from investments include the amount received as cash distributions from investments, paid-in-kind distributions, and dividend and interest payments. The total expenses include current or anticipated operating expenses, leverage costs and current income taxes. Current income taxes include taxes paid on net investment income, in addition to foreign taxes, if any. Taxes incurred from realized gains on the sale of investments, expected tax benefits and deferred taxes are not included in DCF.

Distributions received from investments increased approximately 2.9% as compared to 4th quarter 2016 due primarily to the impact of trading activity as well as increased distribution rates of the fund’s investments. Operating expenses, consisting primarily of fund advisory fees, increased 8.3% during the quarter due to higher asset-based fees. Overall leverage costs decreased 2.8% as compared to 4th quarter 2016 due to lower leverage utilization as well as a reduction in the overall cost of leverage during the quarter.

As a result of the changes in income and expenses, DCF increased approximately 3.0% as compared to 4th quarter 2016. The fund paid a quarterly distribution of $0.655 per share, which was equal to the distribution paid in the prior quarter and 1st quarter 2016. The fund has paid cumulative distributions to stockholders of $28.4975 per share since its inception in Feb. 2004.

The Key Financial Data table discloses the calculation of DCF and should be read in conjunction with this discussion. The difference between distributions received from investments in the DCF calculation and total investment income as reported in the Statement of Operations, is reconciled as follows: the Statement of Operations, in conformity with U.S. generally accepted accounting principles (“GAAP”), recognizes distribution income from MLPs and other investments on their ex-dates, whereas the DCF calculation may reflect distribution income on their pay dates; GAAP recognizes that a significant portion of the cash distributions received from MLPs and other investments are characterized as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return of capital; and distributions received from investments in the DCF calculation include the value of dividends paid-in-kind (additional stock or MLP units), whereas such amounts are not included as income for GAAP purposes, and includes distributions related to direct investments when the purchase price is reduced in lieu of receiving cash distributions. The treatment of expenses in the DCF calculation also differs from what is reported in the Statement of Operations. In addition to the total operating expenses, including fee waiver, as disclosed in the Statement of Operations, the DCF calculation reflects interest expense, realized and unrealized gains (losses) on interest rate swap settlements, distributions to preferred stockholders, other recurring leverage expenses, as well as taxes paid on net investment income.

“Net Investment Income (Loss), before Income Taxes” on the Statement of Operations is adjusted as follows to reconcile to DCF for 1st quarter 2017 (in thousands):

1st Qtr 2017
Net Investment Loss, before Income Taxes           $ (7,172 )
Adjustments to reconcile to DCF:
       Distributions characterized as return of capital 40,158
       Amortization of debt issuance costs 115
       Interest rate swap expenses (197 )
              DCF $ 32,904

Leverage

The fund’s leverage utilization decreased by $14.9 million during 1st quarter 2017 and represented 24.7% of total assets at February 28, 2017. The fund has maintained compliance with its applicable coverage ratios. At quarter-end, including the impact of interest rate swaps, approximately 77% of the leverage cost was fixed, the weighted-average maturity was 4.9 years and the weighted-average annual rate on leverage was 3.40%. These rates will vary in the future as a result of changing floating rates, utilization of the fund’s credit facilities and as leverage and swaps mature or are redeemed.

Income taxes

During 1st quarter 2017, the fund’s deferred tax liability increased by $102.7 million to $554.5 million, primarily as a result of the increase in value of its investment portfolio. The fund had net realized gains of $71.6 million during the quarter. To the extent that the fund has taxable income, it will owe federal and state income taxes. Tax payments can be funded from investment earnings, fund assets, or borrowings.

Please see the Financial Statements and Notes to Financial Statements for additional detail regarding critical accounting policies, results of operations, leverage, taxes and other important fund information.

For further information regarding the calculation of distributable cash flow and distributions to stockholders, as well as a discussion of the tax impact on distributions and results, please visit www.tortoiseadvisors.com.

(unaudited)

Tortoise Capital Advisors 5



 

 

TYG 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 the fund believes is meaningful to understanding operating performance. The Distributable Cash Flow Ratios include the functional equivalent of EBITDA for non-investment companies, and the fund believes 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 the full financial statements.

2016 2017
     Q1(1)      Q2(1)      Q3(1)      Q4(1)      Q1(1)
Total Income from Investments
       Distributions and dividends from investments $ 47,200 $ 44,670 $ 45,694 $ 44,714 $ 46,007
Operating Expenses Before Leverage  
       Costs and Current Taxes  
       Advisory fees 5,321 5,719 6,215 6,067 6,380
       Other operating expenses 466 461 459 229 437
  5,787 6,180 6,674 6,296 6,817
       Distributable cash flow before leverage costs and current taxes 41,413 38,490 39,020 38,418 39,190
       Leverage costs(2) 7,700 6,479 6,433 6,467 6,286
       Current income tax expense(3)
              Distributable Cash Flow(4) $ 33,713 $ 32,011 $ 32,587 $ 31,951 $ 32,904
 
As a percent of average total assets(5)
       Total from investments 7.67 % 7.28 % 6.85 % 6.90 % 6.83 %
       Operating expenses before leverage costs and current taxes 0.94 % 1.01 % 1.00 % 0.97 % 1.01 %
       Distributable cash flow before leverage costs and current taxes 6.73 % 6.27 % 5.85 % 5.93 % 5.82 %
As a percent of average net assets(5)
       Total from investments 16.09 % 13.54 % 12.45 % 12.58 % 12.32 %
       Operating expenses before leverage costs and current taxes 1.97 % 1.87 % 1.82 % 1.77 % 1.83 %
       Leverage costs and current taxes 2.62 % 1.96 % 1.75 % 1.82 % 1.68 %
       Distributable cash flow 11.50 % 9.71 % 8.88 % 8.99 % 8.81 %
 
Selected Financial Information
Distributions paid on common stock $ 31,682 $ 31,682 $ 31,961 $ 32,045 $ 32,082
Distributions paid on common stock per share 0.6550 0.6550 0.6550 0.6550 0.6550
Distribution coverage percentage for period(6) 106.4 % 101.0 % 102.0 % 99.7 % 102.6 %
Net realized gain, net of income taxes, for the period 41,667 47,833 13,034 15,215 71,641
Total assets, end of period(7) 2,213,663 2,587,793 2,628,678 2,593,722 2,842,641
Average total assets during period(8) 2,475,404 2,442,341 2,654,126 2,607,027 2,733,122
Leverage(9) 689,700 704,000 720,200 716,800 701,900
Leverage as a percent of total assets 31.2 % 27.2 % 27.4 % 27.6 % 24.7 %
Net unrealized depreciation, end of period (483,386 ) (269,349 ) (204,786 ) (217,646 ) (109,826 )
Net assets, end of period 1,176,897 1,390,531 1,443,397 1,412,274 1,556,125
Average net assets during period(10) 1,179,868 1,312,506 1,460,638 1,429,146 1,513,999
Net asset value per common share 24.33 28.71 29.54 28.83 31.74
Market value per share 24.26 27.90 30.48 30.63 34.63
Shares outstanding (000’s) 48,370 48,434 48,859 48,980 49,031

(1) Q1 is the period from December through February. Q2 is the period from March through May. Q3 is the period from June through August. Q4 is the period from September through November.
(2) Leverage costs include interest expense, distributions to preferred stockholders, interest rate swap expenses and other recurring leverage expenses.
(3) Includes taxes paid on net investment income and foreign taxes, if any. Taxes related to realized gains are excluded from the calculation of Distributable Cash Flow (“DCF”).
(4) “Net investment income (loss), before income taxes” on the Statement of Operations is adjusted as follows to reconcile to DCF: increased by the return of capital on distributions, the premium on redemptions of senior notes and MRP stock and amortization of debt issuance costs; and decreased by realized and unrealized gains (losses) on interest rate swap settlements and current taxes paid on net investment income.
(5) Annualized.
(6) Distributable Cash Flow divided by distributions paid.
(7) Includes deferred issuance and offering costs on senior notes and preferred stock.
(8) Computed by averaging month-end values within each period.
(9) Leverage consists of senior notes, preferred stock and outstanding borrowings under credit facilities.
(10) Computed by averaging daily net assets within each period.

6

Tortoise Capital Advisors




 

2017 1st Quarter Report | February 28, 2017

Tortoise
MLP Fund, Inc. (NTG)


Fund description

NTG seeks to provide stockholders with a high level of total return with an emphasis on current distributions. NTG invests primarily in master limited partnerships (MLPs) and their affiliates that own and operate a network of pipeline and energy-related logistical infrastructure assets with an emphasis on those that transport, gather, process and store natural gas and natural gas liquids (NGLs). NTG targets midstream MLPs benefiting from U.S. natural gas production and consumption expansion with minimal direct commodity exposure.

Fund performance review

The fund’s market-based and NAV-based returns for the fiscal quarter ending February 28, 2017 were both 10.7% (including the reinvestment of distributions). Comparatively, the Tortoise MLP Index® returned 9.8% for the same period. The fund’s positive performance was largely driven by the Trump administration’s support of MLPs and other pipeline company projects as well as some companies simplifying their capital structure, thus lowering the cost of capital and improving growth profiles within the segment.

First fiscal quarter highlights     
Distributions paid per share $0.4225
Distribution rate (as of 2/28/2017) 8.2%
Quarter-over-quarter distribution increase 0.0%
Year-over-year distribution increase 0.0%
Cumulative distributions paid per share to
       stockholders since inception in July 2010 $10.8125
Market-based total return 10.7%
NAV-based total return 10.7%
Premium (discount) to NAV (as of 2/28/2017) (1.7)%

Unlike the fund return, index return is pre-expenses and taxes.

Performance data quoted represent past performance; past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost. Portfolio composition is subject to change due to ongoing management of the fund. References to specific securities or sectors should not be construed as a recommendation by the fund or its adviser. See Schedule of Investments for portfolio weighting at the end of the fiscal quarter.

Key asset performance drivers

Top five contributors       Company type       Performance driver

ONEOK Partners, L.P.

Midstream natural gas/natural gas liquids pipeline MLP

Acquisition by parent company ONEOK, Inc.

Energy Transfer
Partners, L.P.

Midstream natural gas/natural gas liquids pipeline MLP

Agreement to merge with Sunoco Logistics viewed favorably due to more diversified company and credit profile along with greater clarity on the Dakota Access Pipeline (DAPL) project

Tesoro Logistics LP

Midstream crude oil pipeline MLP

Visibility to strong growth from dropdown asset suite of sponsor

Enterprise Products
Partners L.P.

Midstream natural gas/natural gas liquids pipeline MLP

Steady cash flows and growing distributions as well as improved natural gas liquids (NGLs) outlook

Western Gas
Partners, LP

Midstream gathering and processing MLP

Visibility to growth due to strategic assets in the Permian Basin

         
Bottom five contributors       Company type       Performance driver

Enbridge Energy
Partners, L.P.

Midstream crude oil pipeline MLP

Concerns about sustainability of distributions

Plains All American
Pipeline, L.P.

Midstream crude oil pipeline MLP

Increased competition for Permian crude oil pipelines

Genesis Energy L.P.

Midstream crude oil pipeline MLP

Lower distribution growth rate

Energy Transfer
Equity, L.P.

Midstream natural gas/natural gas liquids pipeline MLP

Mixed views on impact of limited partnership merger of Energy Transfer Partners and Sunoco Logistics

Western Gas Equity
Partners, LP

Midstream gathering and processing MLP

Overhang of equity sale from parent company

(unaudited)

Tortoise Capital Advisors 7



 

 

Tortoise
MLP Fund, Inc. (NTG) (continued)


Distributable cash flow and distributions

Distributable cash flow (“DCF”) is distributions received from investments less expenses. The total distributions received from investments include the amount received as cash distributions from MLPs, paid-in-kind distributions, and dividend and interest payments. The total expenses include current or anticipated operating expenses, leverage costs and current income taxes. Current income taxes include taxes paid on net investment income in addition to foreign taxes, if any. Taxes incurred from realized gains on the sale of investments, expected tax benefits and deferred taxes are not included in DCF.

Distributions received from investments increased approximately 1.0% as compared to 4th quarter 2016 due primarily to increased distribution rates of the fund’s investments. Operating expenses, consisting primarily of fund advisory fees, increased approximately 4.0% during the quarter due to higher asset-based fees. Leverage costs increased approximately 0.9% as compared to 4th quarter 2016 due primarily to an increase in interest rates during the quarter.

As a result of the changes in income and expenses, DCF increased approximately 0.5% as compared to 4th quarter 2016. The fund paid a quarterly distribution of $0.4225 per share, which was equal to the distribution paid in the prior quarter and 1st quarter 2016. The fund has paid cumulative distributions to stockholders of $10.8125 per share since its inception in July 2010.

The Key Financial Data table discloses the calculation of DCF and should be read in conjunction with this discussion. The difference between distributions received from investments in the DCF calculation and total investment income as reported in the Statement of Operations, is reconciled as follows: the Statement of Operations, in conformity with U.S. generally accepted accounting principles (“GAAP”), recognizes distribution income from MLPs, common stock and other investments on their ex-dates, whereas the DCF calculation may reflect distribution income on their pay dates; GAAP recognizes that a significant portion of the cash distributions received from MLPs, common stock and other investments are characterized as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return of capital; and distributions received from investments in the DCF calculation include the value of dividends paid-in-kind (additional stock or MLP units), whereas such amounts are not included as income for GAAP purposes, and includes distributions related to direct investments when the purchase price is reduced in lieu of receiving cash distributions. The treatment of expenses in the DCF calculation also differs from what is reported in the Statement of Operations. In addition to the total operating expenses, including fee waiver, as disclosed in the Statement of Operations, the DCF calculation reflects interest expense, distributions to preferred stockholders, other recurring leverage expenses, as well as taxes paid on net investment income.

“Net Investment Income (Loss), before Income Taxes” on the Statement of Operations is adjusted as follows to reconcile to DCF for 1st quarter 2017 (in thousands):

1st Qtr 2017
Net Investment Loss, before Income Taxes          $ (6,969 )
Adjustments to reconcile to DCF:
       Distributions characterized as return of capital 26,676
       Amortization of debt issuance costs 91
              DCF $ 19,798

Leverage

The fund’s leverage utilization decreased by $1.1 million during 1st quarter 2017 and represented 26.5% of total assets at February 28, 2017. The fund has maintained compliance with its applicable coverage ratios. At quarter-end, approximately 77% of the leverage cost was fixed, the weighted-average maturity was 2.6 years and the weighted-average annual rate on leverage was 3.65%. These rates will vary in the future as a result of changing floating rates, utilization of the fund’s credit facility and as leverage matures or is redeemed.

Income taxes

During 1st quarter 2017, the fund’s deferred tax liability increased by $56.2 million to $217.6 million, primarily as a result of the increase in value of its investment portfolio. The fund had net realized gains of $14.9 million during the quarter. As of November 30, 2016, the fund had net operating losses of $56 million for federal income tax purposes. To the extent that the fund has taxable income in the future that is not offset by net operating losses, it will owe federal and state income taxes. Tax payments can be funded from investment earnings, fund assets, or borrowings.

Please see the Financial Statements and Notes to Financial Statements for additional detail regarding critical accounting policies, results of operations, leverage, taxes and other important fund information.

For further information regarding the calculation of distributable cash flow and distributions to stockholders, as well as a discussion of the tax impact on distributions and results, please visit www.tortoiseadvisors.com.

(unaudited)

8

Tortoise Capital Advisors




 

2017 1st Quarter Report | February 28, 2017

NTG 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 the fund believes is meaningful to understanding operating performance. The Distributable Cash Flow Ratios include the functional equivalent of EBITDA for non-investment companies, and the fund believes 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 the full financial statements.

      2016       2017
Q1(1)       Q2(1)       Q3(1)       Q4(1) Q1(1)
Total Income from Investments
       Distributions and dividends from investments $ 27,259 $ 26,411 $ 27,901 $ 27,640 $ 27,925
Operating Expenses Before Leverage  
       Costs and Current Taxes    
       Advisory fees, net of fees waived 2,868 3,292 3,654 3,584 3,752
       Other operating expenses 323 336 336 336 324
3,191 3,628 3,990 3,920 4,076
       Distributable cash flow before leverage costs and current taxes 24,068 22,783 23,911 23,720 23,849
       Leverage costs(2) 4,018 3,949 3,960 4,013 4,051
       Current income tax expense(3)
              Distributable Cash Flow(4) $ 20,050 $ 18,834 $ 19,951 $ 19,707 $ 19,798
 
As a percent of average total assets(5)
       Total from investments 8.15 % 7.55 % 7.28 % 7.29 % 7.09 %
       Operating expenses before leverage costs and current taxes 0.95 % 1.04 % 1.04 % 1.03 % 1.04 %
       Distributable cash flow before leverage costs and current taxes 7.20 % 6.51 % 6.24 % 6.26 % 6.05 %
As a percent of average net assets(5)
       Total from investments 14.47 % 12.42 % 11.90 % 12.17 % 11.79 %
       Operating expenses before leverage costs and current taxes 1.69 % 1.71 % 1.70 % 1.73 % 1.72 %
       Leverage costs and current taxes 2.13 % 1.86 % 1.69 % 1.77 % 1.71 %
       Distributable cash flow 10.65 % 8.85 % 8.51 % 8.67 % 8.36 %
 
Selected Financial Information
Distributions paid on common stock $ 19,858 $ 19,857 $ 19,858 $ 19,891 $ 19,892
Distributions paid on common stock per share 0.4225 0.4225 0.4225 0.4225 0.4225
Distribution coverage percentage for period(6) 101.0 % 94.8 % 100.5 % 99.1 % 99.5 %
Net realized gain (loss), net of income taxes, for the period (13,779 ) 21,730 27,199 14,157 14,896
Total assets, end of period(7) 1,254,081 1,483,491 1,528,949 1,514,354 1,657,717
Average total assets during period(8) 1,345,702 1,390,807 1,524,786 1,524,805 1,596,610
Leverage(9) 431,600 439,900 443,300 440,800 439,700
Leverage as a percent of total assets 34.4 % 29.7 % 29.0 % 29.1 % 26.5 %
Net unrealized appreciation (depreciation), end of period (52,047 ) 90,594 112,273 107,907 193,975
Net assets, end of period 757,055 893,988 919,721 904,866 981,071
Average net assets during period(10) 757,446 845,912 932,440 913,726 960,910
Net asset value per common share 16.11 19.02 19.53 19.22 20.84
Market value per common share 15.64 17.82 19.68 18.90 20.49
Shares outstanding (000’s) 47,000 47,000 47,081 47,081 47,081

(1) Q1 is the period from December through February. Q2 is the period from March through May. Q3 is the period from June through August. Q4 is the period from September through November.
(2) Leverage costs include interest expense, distributions to preferred stockholders and other recurring leverage expenses.
(3) Includes taxes paid on net investment income and foreign taxes, if any. Taxes related to realized gains are excluded from the calculation of Distributable Cash Flow (“DCF”).
(4) “Net investment income (loss), before income taxes” on the Statement of Operations is adjusted as follows to reconcile to DCF: increased by the return of capital on distributions, the premium on redemption of senior notes and amortization of debt issuance costs; and decreased by current taxes paid on net investment income.
(5) Annualized.
(6) Distributable Cash Flow divided by distributions paid.
(7) Includes deferred issuance and offering costs on senior notes and preferred stock.
(8) Computed by averaging month-end values within each period.
(9) Leverage consists of senior notes, preferred stock and outstanding borrowings under the credit facility.
(10) Computed by averaging daily net assets within each period.

Tortoise Capital Advisors 9



 

 

Tortoise
Pipeline & Energy Fund, Inc. (TTP)


Fund description

TTP seeks a high level of total return with an emphasis on current distributions paid to stockholders. TTP invests primarily in equity securities of North American pipeline companies that transport natural gas, natural gas liquids (NGLs), crude oil and refined products and, to a lesser extent, in other energy infrastructure companies.

Fund performance review

The fund’s market-based and NAV-based returns for the fiscal quarter ending February 28, 2017 were 1.5% and 2.5%, respectively (including the reinvestment of distributions). Comparatively, the Tortoise North American Pipeline IndexSM returned 4.9% for the same period. The fund’s positive performance was largely driven by the Trump administration’s support of MLPs and other pipeline company projects as well as some companies simplifying their capital structure, thus lowering the cost of capital and improving growth profiles within the segment. However, the fund’s exposure to upstream oil and gas producers on which to execute its covered call strategy hindered performance.

First fiscal quarter highlights
Distributions paid per share      $ 0.4075
Distribution rate (as of 2/28/2017) 7.6%
Quarter-over-quarter distribution increase 0.0%
Year-over-year distribution increase 0.0%
Cumulative distributions paid per share to stockholders  
       since inception in October 2011 $ 8.8750
Market-based total return 1.5%
NAV-based total return 2.5%
Premium (discount) to NAV (as of 2/28/2017) (8.9)%

Please refer to the inside front cover of the report for important information about the fund’s distribution policy.

The fund’s covered call strategy, which focuses on independent energy companies that are key pipeline transporters, enabled the fund to generate current income. In an attempt to generate the same monthly income, the out-of-the-money percentage was generally flat quarter-over-quarter as volatility was similar. The notional amount of the fund’s covered calls averaged approximately 10.0% of total assets, and their out-of-the-money percentage at the time written averaged approximately 7.1% during the fiscal quarter.

Unlike the fund return, index return is pre-expenses.

Performance data quoted represent past performance; past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost. Portfolio composition is subject to change due to ongoing management of the fund. References to specific securities or sectors should not be construed as a recommendation by the fund or its adviser. See Schedule of Investments for portfolio weighting at the end of the fiscal quarter.

Key asset performance drivers

Top five contributors       Company type       Performance driver
Tallgrass Energy GP, LP Midstream natural gas/natural gas liquids pipeline MLP Continued strong distribution growth with visibility to continue dropdowns to its limited partnership

Targa Resources Corp.

Midstream gathering and processing company

Improving commodity prices and a positive outlook for natural gas liquid demand
Williams Partners L.P. Midstream gathering and processing MLP Simplification transaction with parent company viewed favorably
Energy Transfer
Partners, L.P.
Midstream natural gas/natural gas liquids pipeline MLP Agreement to merge with Sunoco Logistics viewed favorably due to more diversified company and credit profile along with greater clarity on Dakota Access Pipeline (DAPL) project
MPLX LP Midstream gathering and processing MLP Greater strategic clarity on dropdowns and incentive distribution rights (IDRs) restructuring
 
Bottom five contributors       Company type       Performance driver
Enbridge Energy
Management, L.L.C.
  Midstream crude oil pipeline company Concerns about sustainability of distributions
Plains GP Holdings, L.P. Midstream crude oil pipeline company Increased competition for Permian crude oil pipelines and equity offering
EOG Resources, Inc. Upstream liquids producer Concern OPEC may not extend cut to second half of the year
Concho Resources Inc. Upstream liquids producer Concern OPEC may not extend cut to second half of the year
Continental Resources, Inc. Upstream liquids producer Oil and gas producers with higher leverage got off to a slow start in 2017

(unaudited)

10 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017


 


Distributable cash flow and distributions

Distributable cash flow (“DCF”) is income from investments less expenses. Income from investments includes the amount received as cash or paid-in-kind distributions from common stock, master limited partnerships (“MLPs”), affiliates of MLPs, and pipeline and other energy companies in which the fund invests, and dividend payments on short-term investments. Income also includes 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.

Distributions received from investments decreased approximately 1.5% as compared to 4th quarter 2016, primarily due to the impact of trading activity during the quarter. Operating expenses, consisting primarily of fund advisory fees, increased by 7.0% during the quarter due to higher asset-based fees. Leverage costs increased approximately 1.3% as compared to 4th quarter 2016 due to an increase in interest rates during the quarter. As a result of the changes in income and expenses, DCF decreased by 3.9% as compared to 4th quarter 2016. In addition, the fund had net realized gains on investments of $2.3 million during 1st quarter 2017.

The fund paid a quarterly distribution of $0.4075 per share, which was unchanged over the prior quarter and 1st quarter 2016. The fund may designate a portion of its distributions as capital gains and may also distribute additional capital gains in the last calendar quarter of the year if necessary to meet minimum annual distribution requirements and to avoid being subject to excise taxes. The fund’s distribution policy is described on the inside front cover of this report. The fund has paid cumulative distributions to stockholders of $8.8750 per share since its inception in Oct. 2011.

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) the Statement of Operations, in conformity with U.S. generally accepted accounting principles (“GAAP”), recognizes distributions and dividend income from MLPs, common stock and other investments on their ex-dates, whereas the DCF calculation may reflect distributions and dividend income on their pay dates; (2) GAAP recognizes that a significant portion of the cash distributions received from MLPs, common stock and other investments are characterized as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return of capital; (3) 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 (4) net premiums on options written (premiums received less amounts paid to buy back out-of-the-money options) with expiration dates during the fiscal quarter are included in the DCF calculation, whereas GAAP recognizes the net effect of options written as realized and unrealized gains (losses).

“Net Investment Income (Loss)” on the Statement of Operations is adjusted as follows to reconcile to DCF for 1st quarter 2017 (in thousands):

      1st Qtr 2017
Net Investment Loss             $ (324 )
Adjustments to reconcile to DCF:
       Net premiums on options written 1,275
       Distributions characterized as return of capital 2,379
       Dividends paid in stock 385
       Amortization of debt issuance costs 14
              DCF $ 3,729

Leverage

The fund’s leverage utilization increased slightly during 1st quarter 2017 and represented 22.0% of total assets at February 28, 2017. The fund has maintained compliance with its applicable coverage ratios. At quarter-end, approximately 77% of the leverage cost was fixed, the weighted-average maturity was 2.8 years and the weighted-average annual rate on leverage was 3.31%. These rates will vary in the future as a result of changing floating rates, utilization of the fund’s credit facility and as leverage matures or is redeemed.

Please see the Financial Statements and Notes to Financial Statements for additional detail regarding critical accounting policies, results of operations, leverage and other important fund information.

For further information regarding the calculation of distributable cash flow and distributions to stockholders, as well as a discussion of the tax impact on distributions, please visit www.tortoiseadvisors.com.

(unaudited)

Tortoise Capital Advisors 11



 

 

TTP 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 the fund believes is meaningful to understanding operating performance. The Distributable Cash Flow Ratios include the functional equivalent of EBITDA for non-investment companies, and the fund believes 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 the full financial statements.

      2016       2017
Q1(1)       Q2(1)       Q3(1)       Q4(1) Q1(1)
Total Income from Investments
       Dividends and distributions from investments,
              net of foreign taxes withheld $ 3,529 $ 3,685 $ 3,855 $ 3,606 $ 3,594
       Dividends paid in stock 406 421 433 444 385
       Net premiums on options written 1,437 1,238 1,219 1,284 1,275
              Total from investments 5,372 5,344 5,507 5,334 5,254
Operating Expenses Before Leverage Costs
       Advisory fees, net of fees waived 554 643 742 768 824
       Other operating expenses 136 139 144 142 150
  690 782 886 910 974
       Distributable cash flow before leverage costs 4,682 4,562 4,621 4,424 4,280
       Leverage costs(2) 564 536 536 544 551
              Distributable Cash Flow(3) $ 4,118 $ 4,026 $ 4,085 $ 3,880 $ 3,729
 
Net realized gain (loss) on investments and foreign currency
       translation, for the period $ (16,941 ) $ (6,676 ) $ 1,927 $ 25,178 $ 2,316
As a percent of average total assets(4)
       Total from investments 9.07 % 8.68 % 7.83 % 7.25 % 6.94 %
       Operating expenses before leverage costs 1.16 % 1.27 % 1.26 % 1.24 % 1.29 %
       Distributable cash flow before leverage costs 7.91 % 7.41 % 6.57 % 6.01 % 5.65 %
As a percent of average net assets(4)
       Total from investments 14.71 % 11.87 % 10.10 % 9.38 % 8.77 %
       Operating expenses before leverage costs 1.89 % 1.74 % 1.63 % 1.60 % 1.63 %
       Leverage costs 1.54 % 1.19 % 0.98 % 0.96 % 0.92 %
       Distributable cash flow 11.28 % 8.94 % 7.49 % 6.82 % 6.22 %
 
Selected Financial Information
Distributions paid on common stock $ 4,082 $ 4,081 $ 4,082 $ 4,082 $ 4,082
Distributions paid on common stock per share 0.4075 0.4075 0.4075 0.4075 0.4075
Total assets, end of period(5) 213,999 269,483 286,224 303,989 303,685
Average total assets during period(6) 238,257 244,963 279,684 295,803 307,063
Leverage(7) 65,000 65,100 65,000 66,600 66,700
Leverage as a percent of total assets 30.4 % 24.2 % 22.7 % 21.9 % 22.0 %
Net unrealized appreciation (depreciation), end of period (75,017 ) (5,987 ) 11,363 6,052 8,983
Net assets, end of period 144,960 202,587 218,368 234,539 235,779
Average net assets during period(8) 146,835 179,041 216,881 228,681 242,897
Net asset value per common share 14.47 20.23 21.80 23.42 23.54
Market value per common share 12.56 17.37 19.69 21.55 21.45
Shares outstanding (000’s) 10,016 10,016 10,016 10,016 10,016

(1) Q1 is the period from December through February. Q2 is the period from March through May. Q3 is the period from June through August. Q4 is the period from September through November.
(2) Leverage costs include interest expense, distributions to preferred stockholders and other recurring leverage expenses.
(3) “Net investment income (loss)” 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 distributions, the value of paid-in-kind distributions, the premium on redemption of senior notes and amortization of debt issuance costs.
(4) Annualized.
(5) Includes deferred issuance and offering costs on senior notes and preferred stock.
(6) Computed by averaging month-end values within each period.
(7) Leverage consists of senior notes, preferred stock and outstanding borrowings under the revolving credit facility.
(8) Computed by averaging daily net assets within each period.

12 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

Tortoise
Energy Independence Fund, Inc. (NDP)


Fund description

NDP seeks a high level of total return with an emphasis on current distributions paid to stockholders. NDP invests primarily in equity securities of upstream 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.

Fund performance review

The fund’s market-based and NAV-based returns for the fiscal quarter ending February 28, 2017 were 5.9% and -4.0%, respectively (including the reinvestment of distributions). Comparatively, the Tortoise North American Oil and Gas Producers IndexSM returned -10.6% for the same period. The fund’s performance was helped by its exposure to the midstream companies that it holds to execute its covered call strategy. Liquids producers in the Permian and Eagle Ford basins pulled back from their strong performance in 2016. Natural gas producers, particularly those in the Marcellus shale, also detracted from performance due to the weaker prices with warm winter weather.

First fiscal quarter highlights
Distributions paid per share      $ 0.4375
Distribution rate (as of 2/28/2017) 10.7%
Quarter-over-quarter distribution increase 0.0%
Year-over-year distribution increase 0.0%
Cumulative distributions paid per share to stockholders  
       since inception in July 2012 $ 7.8750
Market-based total return 5.9%
NAV-based total return (4.0)%
Premium (discount) to NAV (as of 2/28/2017) 3.1%

The fund utilizes a covered call strategy, which seeks to generate income while reducing overall volatility. The premium income generated from this strategy helped to lower NAV volatility during the quarter. The notional amount of the fund’s covered calls averaged approximately 67.9% of total assets and their out-of-the-money percentage at the time written averaged approximately 8.9% during the fiscal quarter.

Unlike the fund return, index return is pre-expenses.

Performance data quoted represent past performance: past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost. Portfolio composition is subject to change due to ongoing management of the fund. References to specific securities or sectors should not be construed as a recommendation by the fund or its adviser. See Schedule of Investments for portfolio weighting at the end of the fiscal quarter.

Key asset performance drivers

Top five contributors       Company type       Performance driver
DCP Midstream
Partners, LP
Midstream gathering and processing MLP Improving commodity prices and a positive outlook for natural gas liquid demand
Rice Midstream
Partners LP
Midstream gathering and processing MLP Growing Northeast natural gas production supported infrastructure buildout and purchased through a private investment in public equity offering
Phillips 66 Partners LP Midstream refined product pipeline MLP Visibility to strong growth from dropdown asset suite of sponsor
MPLX LP Midstream gathering and processing MLP Greater strategic clarity on dropdowns and incentive distribution rights (IDRs) restructuring
Tesoro Logistics LP   Midstream crude oil pipeline MLP   Visibility to strong growth from dropdown asset suite of sponsor
 
Bottom five contributors       Company type       Performance driver
Enbridge Energy
Management, L.L.C.
  Midstream crude oil pipeline company Concerns about sustainability of distributions
SM Energy Company Upstream oil and natural gas producer Oil and gas producers with higher leverage got off to slow start in 2017
EQT Corporation Upstream natural gas producer Weaker natural gas prices due to warmer winter
Carrizo Oil & Gas Inc. Upstream oil and natural gas producer Oil and gas producers with higher leverage got off to a slow start in 2017
Continental Resources, Inc. Upstream liquids producer Oil and gas producers with higher leverage got off to a slow start in 2017

(unaudited)

Tortoise Capital Advisors 13



 

 

Tortoise
Energy Independence Fund, Inc. (NDP) (continued)



Distributable cash flow and distributions

Distributable cash flow (“DCF”) is income from investments less expenses. Income from investments includes the amount received as cash or paid-in-kind distributions from investments and dividend payments on short-term investments. Income also includes 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.

Distributions received from investments increased approximately 3.3% as compared to 4th quarter 2016, primarily due to higher net premiums on options written and the impact of trading activity. Operating expenses, consisting primarily of fund advisory fees, increased approximately 7.1% during the quarter due to higher asset-based fees. Total leverage costs increased approximately 18.4% as compared to 4th quarter 2016, primarily due to an increase in interest rates during the quarter. As a result of the changes in income and expenses, DCF increased by approximately 2.2% as compared to 4th quarter 2016. In addition, the fund had net realized gains on investments of $5.9 million during 1st quarter 2017.

The fund maintained its quarterly distribution of $0.4375 per share during 1st quarter 2017, which was equal to the distribution paid in the prior quarter and 1st quarter 2016. The fund may designate a portion of its distributions as capital gains and may also distribute additional capital gains in the last calendar quarter of the year if necessary to meet minimum annual distribution requirements and to avoid being subject to excise taxes. The fund has paid cumulative distributions to stockholders of $7.8750 per share since its inception in July 2012.

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) the Statement of Operations, in conformity with U.S. generally accepted accounting principles (“GAAP”), recognizes distributions and dividend income from MLPs, common stock and other investments on their ex-dates, whereas the DCF calculation may reflect distributions and dividend income on their pay dates; (2) GAAP recognizes that a significant portion of the cash distributions received from MLPs, common stock and other investments are characterized as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return of capital; (3) 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 (4) net premiums on options written (premiums received less amounts paid to buy back out-of-the-money options) with expiration dates during fiscal quarter are included in the DCF calculation, whereas GAAP recognizes the net effect of options written as realized and unrealized gains (losses).

“Net Investment Income (Loss)” on the Statement of Operations is adjusted as follows to reconcile to DCF for 1st quarter 2017 (in thousands):

      1st Qtr 2017
Net Investment Loss           $ (882 )
Adjustments to reconcile to DCF:
       Net premiums on options written 5,749
       Distributions characterized as return of capital 1,161
       Dividends paid in stock   299
              DCF $ 6,327

Leverage

The fund’s leverage utilization increased approximately 2.0% as compared to 4th quarter 2016. The fund utilizes all floating rate leverage that had an interest rate of 1.59% and represented 21.9% of total assets at quarter-end. The fund has maintained compliance with its applicable coverage ratios. The interest rate on the fund’s leverage will vary in the future along with changing floating rates.

Please see the Financial Statements and Notes to Financial Statements for additional detail regarding critical accounting policies, results of operations, leverage and other important fund information.

For further information regarding the calculation of distributable cash flow and distributions to stockholders, as well as a discussion of the tax impact on distributions, please visit www.tortoiseadvisors.com.

(unaudited)

14 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

NDP 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 the fund believes is meaningful to understanding operating performance. The Distributable Cash Flow Ratios include the functional equivalent of EBITDA for non-investment companies, and the fund believes 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 the full financial statements.

2016 2017
      Q1(1)       Q2(1)       Q3(1)       Q4(1)       Q1(1)
Total Income from Investments
       Distributions and dividends from investments,
              net of foreign taxes withheld $ 1,694 $ 1,615 $ 1,457 $ 1,363 $ 1,494
       Dividends paid in stock 268 278 285 293 299
       Net premiums on options written 5,531 6,090 5,863 5,645 5,749
              Total from investments 7,493 7,983 7,605 7,301 7,542
Operating Expenses Before Leverage Costs
       Advisory fees, net of fees waived 586 661 737 749 820
       Other operating expenses 134 161 174 151 144
720 822 911 900 964
       Distributable cash flow before leverage costs 6,773 7,161 6,694 6,401 6,578
       Leverage costs(2) 181 191 199 212 251
              Distributable Cash Flow(3) $ 6,592 $ 6,970 $ 6,495 $ 6,189 $ 6,327
Net realized gain (loss) on investments and foreign currency
       translation, for the period $ (7,899 ) $ (23,227 ) $ (690 ) $ 4,490 $ 5,898
As a percent of average total assets(4)
       Total from investments 11.88 % 12.02 % 10.29 % 9.58 % 9.86 %
       Operating expenses before leverage costs 1.14 % 1.24 % 1.23 % 1.18 % 1.26 %
       Distributable cash flow before leverage costs 10.74 % 10.78 % 9.06 % 8.40 % 8.60 %
As a percent of average net assets(4)
       Total from investments 17.11 % 15.67 % 13.00 % 12.31 % 12.36 %
       Operating expenses before leverage costs 1.64 % 1.61 % 1.56 % 1.52 % 1.58 %
       Leverage costs 0.41 % 0.37 % 0.34 % 0.36 % 0.41 %
       Distributable cash flow 15.06 % 13.69 % 11.10 % 10.43 % 10.37 %
 
Selected Financial Information
Distributions paid on common stock $ 6,351 $ 6,351 $ 6,350 $ 6,351 $ 6,351
Distributions paid on common stock per share 0.4375 0.4375 0.4375 0.4375 0.4375
Total assets, end of period 228,663 287,532 301,460 319,343 297,341
Average total assets during period(5) 253,624 264,154 294,100 306,669 310,231
Leverage(6) 61,800 62,600 64,000 63,800 65,100
Leverage as a percent of total assets 27.0 % 21.8 % 21.2 % 20.0 % 21.9 %
Net unrealized appreciation (depreciation), end of period (117,834 ) (27,486 ) (7,816 ) 1,717 (16,339 )
Net assets, end of period 164,735 222,159 235,472 246,088 230,201
Average net assets during period(7) 176,104 202,667 232,775 238,453 247,529
Net asset value per common share 11.35 15.30 16.22 16.95 15.84
Market value per common share 9.76 13.71 15.61 15.85 16.33
Shares outstanding (000’s) 14,516 14,516 14,516 14,516 14,537

(1) Q1 is the period from December through February. Q2 is the period from March through May. Q3 is the period from June through August. Q4 is the period from September through November.
(2) Leverage costs include interest expense and other recurring leverage expenses.
(3) “Net investment income (loss)” 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 distributions and the value of paid-in-kind distributions.
(4) Annualized.
(5) Computed by averaging month-end values within each period.
(6) Leverage consists of outstanding borrowings under the revolving credit facility.
(7) Computed by averaging daily net assets within each period.

Tortoise Capital Advisors 15



 

 

Tortoise
Power and Energy Infrastructure Fund, Inc. (TPZ)



Fund description

TPZ seeks to provide a high level of current income to stockholders, with a secondary objective of capital appreciation. TPZ seeks to invest primarily in fixed income and dividend-paying equity securities of power and energy infrastructure companies that provide stable and defensive characteristics throughout economic cycles.

Fund performance review

The fund’s market-based and NAV-based returns for the fiscal quarter ending February 28, 2017 were 7.0% and 5.0%, respectively (including the reinvestment of distributions). Comparatively, the TPZ Benchmark Composite* returned 5.2% for the same period. The fund’s positive performance was largely driven by the Trump administration’s support of MLPs and other pipeline company projects as well as some companies simplifying their capital structure, thus lowering the cost of capital and improving growth profiles within the segment. Power companies, an area of focus for the fund, had positive performance for the fiscal quarter, but did not perform as well as the other sub-sectors due to their defensive nature. Energy equities performed better than energy fixed income throughout the fiscal quarter.

First fiscal quarter highlights      
Monthly distributions paid per share      $ 0.1250
Distribution rate (as of 2/28/2017) 6.6 %
Quarter-over-quarter distribution increase   0.0 %
Year-over-year distribution decrease (9.1) % **
Cumulative distribution to stockholders
       since inception in July 2009 $ 12.6500
Market-based total return 7.0 %
NAV-based total return 5.0 %
Premium (discount) to NAV (as of 2/28/2017) (8.6) %

* The TPZ Benchmark Composite includes the BofA Merrill Lynch U.S. Energy Index (CIEN), the BofA Merrill Lynch U.S. Electricity Index (CUEL) and the Tortoise MLP Index® (TMLP). It is comprised of a blend of 70% fixed income and 30% equity securities issued by companies in the power and energy infrastructure sectors.
** Reflects the elimination of the capital gain component of the distribution. See “Distributable cash flow and distributions” on next page for additional information.

Please refer to the inside front cover of the report for important information about the fund’s distribution policy.

Unlike the fund return, index return is pre-expenses.

Performance data quoted represent past performance; past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost. Portfolio composition is subject to change due to ongoing management of the fund. References to specific securities or sectors should not be construed as a recommendation by the fund or its adviser. See Schedule of Investments for portfolio weighting at the end of the fiscal quarter.

Key asset performance drivers

Top five contributors       Company type       Performance driver
ONEOK Partners, L.P. Midstream natural gas/natural gas liquids pipeline MLP Acquisition by parent company ONEOK, Inc.
Energy Transfer Partners, L.P.   Midstream natural gas/natural gas liquids pipeline MLP Agreement to merge with Sunoco Logistics viewed favorably due to more diversified company and credit profile along with greater clarity on Dakota Access Pipeline (DAPL) project
Tallgrass Energy GP, LP Midstream natural gas/natural gas liquids pipeline MLP Continued strong distribution growth with visibility to continue dropdowns to its limited partnership
MPLX LP Midstream gathering and processing MLP Greater strategic clarity on dropdowns and incentive distribution rights (IDRs) restructuring
Williams Partners L.P. Midstream gathering and processing MLP Simplification transaction with parent company viewed favorably
 
Bottom five contributors Company type Performance driver
Enbridge Energy Management, L.L.C.   Midstream crude oil pipeline company   Concerns about sustainability of distributions
Plains GP Holdings, L.P. Midstream crude oil pipeline company Increased competition for Permian crude oil pipelines and equity offering
SemGroup Corporation Midstream crude oil pipeline company Increased competition for Rockies crude oil pipelines
Plains All American Pipeline, L.P. Midstream crude oil pipeline MLP Increased competition for Permian crude oil pipelines
The Williams Companies, Inc. Midstream gathering and processing company Delay in sale of petrochemical business

(unaudited)

16 Tortoise Capital Advisors





 

2017 1st Quarter Report | February 28, 2017






Distributable cash flow and distributions

Distributable cash flow (“DCF”) is income from investments less expenses. Income from investments includes the accrued interest from corporate bonds, cash distributions and paid-in-kind distributions from master limited partnerships (“MLPs”) and other equity investments and dividends earned from short-term investments. The total expenses include current or anticipated operating expenses and leverage costs.

Distributions received from investments increased approximately 0.5% as compared to 4th quarter 2016 mainly due to increased distribution rates from the fund’s investments. Operating expenses, consisting primarily of fund advisory fees, increased approximately 1.2% during the quarter due to higher asset-based fees. Total leverage costs increased approximately 9.0% as compared to 4th quarter 2016, primarily due to an increase in interest rates during the quarter. As a result of the changes in income and expenses, DCF decreased slightly as compared to 4th quarter 2016. In addition, the fund had net realized gains on investments of $3.0 million during 1st quarter 2017.

The fund paid monthly distributions of $0.125 per share during 1st quarter 2017, which was unchanged over the prior quarter and a decrease of 9.1% from the total distributions paid in 1st quarter 2016. The fund eliminated the capital gain component of the monthly distribution in 2nd quarter 2016 because it did not anticipate the same level of capital gains following market declines over the past year. The fund may designate a portion of its distributions as capital gains and may also distribute additional capital gains in the last calendar quarter of the year if necessary to meet minimum annual distribution requirements and to avoid being subject to excise taxes. The fund’s Board of Directors has declared monthly distributions of $0.125 per share to be paid during 2nd quarter 2017. The fund’s distribution policy is described on the inside front cover of this report. The fund has paid cumulative distributions to stockholders of $12.65 per share since its inception in July 2009.

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) U.S. generally accepted accounting principles (“GAAP”), recognizes distribution income from MLPs, common stock and other investments on their ex-dates, whereas the DCF calculation may reflect distribution income on their pay dates; (2) GAAP recognizes that a significant portion of the cash distributions received from MLPs, common stock and other investments are characterized as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return of capital; (3) 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 (4) amortization of premium or discount for all securities is calculated using the yield to worst methodology for GAAP purposes while yield to call is used in calculating amortization for long-dated hybrid securities in the DCF calculation. The treatment of expenses in the DCF calculation also differs from what is reported in the Statement of Operations. In addition to the total operating expenses, including fee waiver, as disclosed in the Statement of Operations, the DCF calculation reflects interest expense and realized and unrealized gains (losses) on interest rate swap settlements as leverage costs.

“Net Investment Income (Loss)” on the Statement of Operations is adjusted as follows to reconcile to DCF for 1st quarter 2017 (in thousands):

      1st Qtr 2017
Net Investment Income             $ 1,066
Adjustments to reconcile to DCF:  
       Dividends paid in stock 264
       Distributions characterized as return of capital 1,251
       Interest rate swap expenses (47 )
       Change in amortization methodology 7
              DCF $ 2,541

Leverage

The fund’s leverage utilization increased slightly as compared to 4th quarter 2016 and represented 22.9% of total assets at February 28, 2017. The fund has maintained compliance with its applicable coverage ratios. At quarter-end, including the impact of interest rate swaps, approximately 41% of the leverage cost was fixed, the weighted-average maturity was 1.0 year and the weighted-average annual rate on leverage was 1.90%. These rates will vary in the future as a result of changing floating rates and as swaps mature or are redeemed.

Please see the Financial Statements and Notes to Financial Statements for additional detail regarding critical accounting policies, results of operations, leverage and other important fund information.

For further information regarding the calculation of distributable cash flow and distributions to stockholders, as well as a discussion of the tax impact on distributions, please visit www.tortoiseadvisors.com.

(unaudited)

Tortoise Capital Advisors 17



 



TPZ 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 the fund believes is meaningful to understanding operating performance. The Distributable Cash Flow Ratios include the functional equivalent of EBITDA for non-investment companies, and the fund believes 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 the full financial statements.

2016 2017
      Q1(1)       Q2(1)       Q3(1)       Q4(1)       Q1(1)
Total Income from Investments
       Interest earned on corporate bonds $ 1,672 $ 1,616 $ 1,605 $ 1,537 $ 1,519
       Distributions and dividends from investments,
              net of foreign taxes withheld 1,568 1,631 1,738 1,620 1,650
       Dividends paid in stock 241 250 251 258 264
              Total from investments 3,481 3,497 3,594 3,415 3,433
Operating Expenses Before Leverage Costs  
       Advisory fees 409 453 499 503 518
       Other operating expenses 125 148 153 140 133
534 601 652 643 651
       Distributable cash flow before leverage costs 2,947 2,896 2,942 2,772 2,782
       Leverage costs(2) 231 228 230 221 241
              Distributable Cash Flow(3) $ 2,716 $ 2,668 $ 2,712 $ 2,551 $ 2,541
Net realized gain (loss) on investments and foreign currency
       translation, for the period $ (4,797 ) $ 67 $ 3,840 $ 8,066 $ 3,005
As a percent of average total assets(4)
       Total from investments 7.70 % 7.32 % 6.82 % 6.39 % 6.30 %
       Operating expenses before leverage costs 1.18 % 1.26 % 1.24 % 1.20 % 1.20 %
       Distributable cash flow before leverage costs 6.52 % 6.06 % 5.58 % 5.19 % 5.10 %
As a percent of average net assets(4)
       Total from investments 11.32 % 10.03 % 9.02 % 8.37 % 8.13 %
       Operating expenses before leverage costs 1.74 % 1.72 % 1.64 % 1.58 % 1.54 %
       Leverage costs 0.75 % 0.65 % 0.58 % 0.54 % 0.57 %
       Distributable cash flow 8.83 % 7.66 % 6.80 % 6.25 % 6.02 %
 
Selected Financial Information
Distributions paid on common stock $ 2,867 $ 2,607 $ 2,607 $ 2,607 $ 2,607
Distributions paid on common stock per share 0.4125 0.3750 0.3750 0.3750 0.3750
Total assets, end of period 171,284 205,150 213,243 217,415 223,313
Average total assets during period(5) 181,912 190,095 209,610 215,113 220,830
Leverage(6) 49,600 52,700 50,700 50,600 51,100
Leverage as a percent of total assets 29.0 % 25.7 % 23.8 % 23.3 % 22.9 %
Net unrealized appreciation (depreciation), end of period (7,382 ) 25,113 32,831 30,817 34,896
Net assets, end of period 120,519 151,382 161,615 166,073 171,566
Average net assets during period(7) 123,733 138,638 158,507 164,170 171,188
Net asset value per common share 17.34 21.78 23.25 23.89 24.68
Market value per common share 15.17 18.86 21.57 21.43 22.56
Shares outstanding (000’s) 6,951 6,951 6,951 6,951 6,951

(1) Q1 is the period from December through February. Q2 is the period from March through May. Q3 is the period from June through August. Q4 is the period from September through November.
(2) Leverage costs include interest expense, interest rate swap expenses and other recurring leverage expenses.
(3) “Net investment income (loss)” on the Statement of Operations is adjusted as follows to reconcile to Distributable Cash Flow (“DCF”): increased by the return of capital on distributions, the value of paid-in-kind distributions and the change in methodology for calculating amortization of premiums or discounts; and decreased by realized and unrealized gains (losses) on interest rate swap settlements.
(4) Annualized.
(5) Computed by averaging month-end values within each period.
(6) Leverage consists of outstanding borrowings under the revolving credit facility.
(7) Computed by averaging daily net assets within each period.

18 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

TYG Schedule of Investments (unaudited)
February 28, 2017

Shares Fair Value
Master Limited Partnerships — 178.4%(1)  
Crude Oil Pipelines — 40.9%(1)
United States — 40.9%(1)
Enbridge Energy Partners, L.P.       3,012,031       $ 54,517,761
Genesis Energy L.P. 2,299,237 77,806,180
Plains All American Pipeline, L.P. 6,378,143 204,610,827
Shell Midstream Partners, L.P. 1,113,567 36,480,455
Sunoco Logistics Partners L.P. 4,916,843 124,543,633
Tesoro Logistics LP 2,464,458 138,773,630
636,732,486
Natural Gas/Natural Gas Liquids Pipelines — 61.5%(1)
United States — 61.5%(1)
Dominion Midstream Partners, LP 1,452,776 44,963,417
Energy Transfer Equity, L.P.(2) 1,509,636 26,463,919
Energy Transfer Partners, L.P. 5,108,669 193,158,775
Enterprise Products Partners L.P. 6,886,458 193,027,418
EQT Midstream Partners, LP 1,628,242 128,338,034
ONEOK Partners, L.P. 3,698,416 193,723,030
Spectra Energy Partners, LP 2,077,830 92,941,336
Tallgrass Energy Partners, LP 1,570,578 83,963,100
956,579,029
Natural Gas Gathering/Processing — 41.1%(1)
United States — 41.1%(1)
Antero Midstream Partners LP 1,660,647 56,960,192
DCP Midstream Partners, LP 1,654,875 64,871,100
EnLink Midstream Partners, LP 4,587,525 85,878,468
MPLX LP 2,421,079 90,088,350
Noble Midstream Partners LP 418,670 20,347,362
Rice Midstream Partners LP 2,649,273 65,198,609
Western Gas Partners, LP 2,849,396 177,146,949
Williams Partners L.P. 1,966,643 79,255,713
639,746,743
Refined Product Pipelines — 34.9%(1)
United States — 34.9%(1)
Buckeye Partners, L.P. 2,532,174 174,517,432
Holly Energy Partners, L.P. 1,420,967 51,041,135
Magellan Midstream Partners, L.P.(3) 2,849,822 220,889,703
Phillips 66 Partners LP 946,859 52,673,766
Valero Energy Partners LP 888,135 43,483,090
542,605,126
Total Master Limited Partnerships
       (Cost $2,089,212,363) 2,775,663,384
 
Preferred Stock — 2.7%(1)
Natural Gas Gathering/Processing — 1.6%(1)  
United States — 1.6%(1)
Targa Resources Corp., 9.500%(2)(4) 21,758 24,640,171
Oil and Gas Production — 1.1%(1)
United States — 1.1%(1)
Anadarko Petroleum Corporation,
       7.500%, 06/07/2018 392,800 17,145,720
Total Preferred Stock
       (Cost $34,493,312) 41,785,891
 
Short-Term Investment — 0.0%(1)
United States Investment Company — 0.0%(1)    
Government & Agency Portfolio — Institutional Class,    
       0.47%(5) (Cost $197,137) 197,137 197,137
Total Investments — 181.1%(1)
     (Cost $2,123,902,812) 2,817,646,412
Interest Rate Swap Contracts — (0.0)%(1)    
$15,000,000 notional — net unrealized depreciation(6)     (248,265 )
Other Assets and Liabilities — (0.3)%(1) (4,891,194 )
Deferred Tax Liability — (35.7)%(1) (554,481,598 )
Credit Facility Borrowings — (8.0)%(1) (124,400,000 )
Senior Notes — (26.5)%(1) (412,500,000 )
Mandatory Redeemable Preferred Stock    
       at Liquidation Value — (10.6)%(1) (165,000,000 )
Total Net Assets Applicable to
       Common Stockholders — 100.0%(1)     $    1,556,125,355

(1) Calculated as a percentage of net assets applicable to common stockholders.
(2) Restricted securities have a total fair value of $51,104,090, which represents 3.3% of net assets. See Note 6 to the financial statements for further disclosure.
(3) A portion of the security is segregated as collateral for the unrealized depreciation of interest rate swap contracts of $248,265.
(4) Securities have been valued in accordance with fair value procedures, as more fully described in Note 2 to the financial statements.
(5) Rate indicated is the current yield as of February 28, 2017.
(6) See Note 11 to the financial statements for further disclosure.

See accompanying Notes to Financial Statements.

Tortoise Capital Advisors 19



 



NTG Schedule of Investments (unaudited)
February 28, 2017

Shares Fair Value
Master Limited Partnerships — 165.7%(1)            
Crude Oil Pipelines — 38.0%(1)
United States — 38.0%(1)
Enbridge Energy Partners, L.P. 2,079,639 $ 37,641,466
Genesis Energy L.P. 1,317,560 44,586,230
Plains All American Pipeline, L.P. 4,022,304 129,035,512
Shell Midstream Partners, L.P. 600,405 19,669,268
Sunoco Logistics Partners L.P. 2,509,279 63,560,037
Tesoro Logistics LP 1,385,794 78,034,060
372,526,573
Natural Gas/Natural Gas Liquids Pipelines — 62.0%(1)    
United States — 62.0%(1)
Dominion Midstream Partners, LP 1,202,231 37,209,050
Energy Transfer Equity, L.P.(2) 888,564 15,576,527
Energy Transfer Partners, L.P. 3,522,616 133,190,111
Enterprise Products Partners L.P. 4,502,106 126,194,031
EQT Midstream Partners, LP 911,273 71,826,538
ONEOK Partners, L.P. 2,170,338 113,682,304
Spectra Energy Partners, LP 1,214,703 54,333,666
Tallgrass Energy Partners, LP 1,059,254 56,627,719
608,639,946
Natural Gas Gathering/Processing — 44.7%(1)    
United States — 44.7%(1)
Antero Midstream Partners LP 725,846 24,896,518
DCP Midstream Partners, LP 1,641,517 64,347,466
EnLink Midstream Partners, LP 3,383,588 63,340,767
MPLX LP 1,538,726 57,255,995
Noble Midstream Partners LP 245,420 11,927,412
Rice Midstream Partners LP 1,588,938 39,103,764
Western Gas Equity Partners, LP 1,744 79,962
Western Gas Partners, LP 1,671,813 103,936,614
Williams Partners L.P. 1,828,781 73,699,874
438,588,372
Refined Product Pipelines — 21.0%(1)
United States — 21.0%(1)
Buckeye Partners, L.P. 1,177,718 81,168,325
Holly Energy Partners, L.P. 855,311 30,722,771
Magellan Midstream Partners, L.P. 869,301 67,379,521
Phillips 66 Partners LP 310,784 17,288,914
Valero Energy Partners LP 187,891 9,199,143
205,758,674
Total Master Limited Partnerships
       (Cost $1,326,850,763) 1,625,513,565
 
Preferred Stock — 2.3%(1)
Natural Gas Gathering/Processing — 1.4%(1)
United States — 1.4%(1)
Targa Resources Corp., 9.500%(2)(3) 12,252 13,874,960
Oil and Gas Production — 0.9%(1)
United States — 0.9%(1)
Anadarko Petroleum Corporation,
       7.500%, 06/07/2018 199,500 8,708,175
Total Preferred Stock
       (Cost $18,472,680) 22,583,135
 
Short-Term Investment — 0.0%(1)
United States Investment Company — 0.0%(1)
Government & Agency Portfolio — Institutional Class,
       0.47%(4) (Cost $322,685) 322,685 322,685
Total Investments — 168.0%(1)
       (Cost $1,345,646,128) 1,648,419,385
Other Assets and Liabilities — (1.0)%(1) (10,082,406 )
Deferred Tax Liability — (22.2)%(1) (217,565,599 )
Credit Facility Borrowings — (4.7)%(1) (45,700,000 )
Senior Notes — (28.9)%(1) (284,000,000 )
Mandatory Redeemable Preferred Stock
       at Liquidation Value — (11.2)%(1) (110,000,000 )
Total Net Assets Applicable to
       Common Stockholders — 100.0%(1) $ 981,071,380

(1) Calculated as a percentage of net assets applicable to common stockholders.
(2) Restricted securities have a total fair value of $29,451,487, which represents 3.0% of net assets. See Note 6 to the financial statements for further disclosure.
(3) Securities have been valued in accordance with fair value procedures, as more fully described in Note 2 to the financial statements.
(4) Rate indicated is the current yield as of February 28, 2017.

See accompanying Notes to Financial Statements.

20 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

TTP Schedule of Investments (unaudited)
February 28, 2017

Shares Fair Value
Common Stock — 86.2%(1)            
Crude Oil Pipelines — 33.8%(1)
Canada — 7.6%(1)
Inter Pipeline Ltd. 502,133 $ 10,528,839
Pembina Pipeline Corporation 226,342 7,314,108
United States — 26.2%(1)
Enbridge Inc. 641,445 26,844,473
Plains GP Holdings, L.P. 773,270 25,417,385
SemGroup Corporation 273,746 9,622,172
79,726,977
Natural Gas Gathering/Processing — 14.6%(1)
United States — 14.6%(1)
EnLink Midstream, LLC 530,288 10,181,530
Targa Resources Corp. 263,924 14,911,706
Williams Companies, Inc. 333,567 9,453,289
34,546,525
Natural Gas/Natural Gas Liquids Pipelines — 21.6%(1)
Canada — 10.3%(1)
Keyera Corp. 58,564 1,724,468
TransCanada Corporation 490,727 22,568,535
United States — 11.3%(1)
ONEOK, Inc. 335,302 18,123,073
Tallgrass Energy GP, LP 297,750 8,459,077
50,875,153
Oil and Gas Production — 12.2%(1)
United States — 12.2%(1)
Anadarko Petroleum Corporation(2) 26,800 1,732,620
Antero Resources Corporation(2)(3) 36,400 872,872
Cabot Oil & Gas Corporation(2) 115,900 2,538,210
Carrizo Oil & Gas, Inc.(2)(3) 17,900 582,645
Cimarex Energy Co.(2) 16,100 2,024,092
Concho Resources Inc.(2)(3) 24,400 3,231,780
Continental Resources, Inc.(2)(3) 18,300 827,160
Diamondback Energy, Inc.(2)(3) 9,900 998,514
EOG Resources, Inc.(2) 52,500 5,091,975
EQT Corporation(2) 8,300 497,087
Gulfport Energy Corporation(2)(3) 30,200 523,668
Hess Corporation(2) 7,400 380,656
Laredo Petroleum, Inc.(2)(3) 53,500 739,905
Newfield Exploration Company(2)(3) 27,200 991,712
Noble Energy, Inc.(2) 36,300 1,321,683
Occidental Petroleum Corporation(2) 7,200 471,960
PDC Energy, Inc.(2)(3) 2,546 172,084
Pioneer Natural Resources Company(2) 21,100 3,923,967
Range Resources Corporation(2) 31,800 878,316
RSP Permian, Inc.(2)(3) 23,800 939,862
28,740,768
Refined Product Pipelines — 4.0%(1)
United States — 4.0%(1)
VTTI Energy Partners LP 509,553 9,324,820
Total Common Stock
       (Cost $203,344,397) 203,214,243
 
Master Limited Partnerships
     and Related Companies — 39.0%(1)
Crude Oil Pipelines — 11.8%(1)
United States — 11.8%(1)
Enbridge Energy Management, L.L.C.(4) 678,140 11,799,640
Genesis Energy L.P. 76,499 2,588,726
Plains All American Pipeline, L.P. 166,915 5,354,633
Shell Midstream Partners, L.P. 34,207 1,120,621
Sunoco Logistics Partners L.P. 161,024 4,078,738
Tesoro Logistics LP 50,022 2,816,739
27,759,097
Natural Gas/Natural Gas Liquids Pipelines — 8.5%(1)
United States — 8.5%(1)
Energy Transfer Equity, L.P.(5) 43,645 765,097
Energy Transfer Partners, L.P. 290,907 10,999,194
Enterprise Products Partners L.P. 174,456 4,890,002
EQT Midstream Partners, LP 29,680 2,339,378
Tallgrass Energy Partners, LP 20,140 1,076,684
20,070,355
Natural Gas Gathering/Processing — 12.1%(1)
United States — 12.1%(1)
DCP Midstream Partners, LP 58,115 2,278,108
EnLink Midstream Partners, LP 60,432 1,131,287
MPLX LP 202,906 7,550,132
Noble Midstream Partners LP 24,185 1,175,391
Rice Midstream Partners LP 182,372 4,488,175
Western Gas Partners, LP 35,547 2,209,957
Williams Partners L.P. 241,855 9,746,756
28,579,806
Refined Product Pipelines — 6.6%(1)
United States — 6.6%(1)
Buckeye Partners, L.P. 82,172 5,663,294
Holly Energy Partners, L.P. 96,994 3,484,024
Magellan Midstream Partners, L.P. 35,211 2,729,205
Phillips 66 Partners LP 36,049 2,005,406
Valero Energy Partners LP 31,129 1,524,076
15,406,005
Total Master Limited Partnerships
       and Related Companies (Cost $83,917,365) 91,815,263

See accompanying Notes to Financial Statements.

Tortoise Capital Advisors 21



 



TTP Schedule of Investments (unaudited) (continued)
February 28, 2017

Shares Fair Value
Preferred Stock — 3.3%(1)            
Natural Gas Gathering/Processing — 1.0%(1)    
United States — 1.0%(1)
Targa Resources Corp., 9.500%(5)(6) 2,108 $ 2,387,236
Oil and Gas Production — 2.3%(1)
United States — 2.3%(1)
Anadarko Petroleum Corporation,
       7.500%, 06/07/2018 39,500 1,724,175
Hess Corporation,
       8.000%, 02/01/2019 60,000 3,729,600
5,453,775
Total Preferred Stock
       (Cost $6,920,866) 7,841,011
             
Short-Term Investment — 0.1%(1)  
United States Investment Company — 0.1%(1)  
Government & Agency Portfolio — Institutional Class,  
       0.47%(7) (Cost $222,981) 222,981 222,981
Total Investments — 128.6%(1)
     (Cost $294,405,609) 303,093,498
Total Value of Options Written
       (Premiums received $376,563) — (0.1)%(1)   (80,222 )
Other Assets and Liabilities — (0.2)%(1)   (534,747 )
Credit Facility Borrowings — (7.1)%(1)   (16,700,000 )
Senior Notes — (14.4)%(1) (34,000,000 )
Mandatory Redeemable Preferred Stock  
       at Liquidation Value — (6.8)%(1) (16,000,000 )
Total Net Assets Applicable to
     Common Stockholders — 100.0%(1)   $ 235,778,529

(1) Calculated as a percentage of net assets applicable to common stockholders.
(2) All or a portion of the security represents cover for outstanding call option contracts written.
(3) Non-income producing security.
(4) Security distributions are paid-in-kind.
(5) Restricted securities have a total fair value of $3,152,333, which represents 1.3% of net assets. See Note 6 to the financial statements for further disclosure.
(6) Securities have been valued in accordance with fair value procedures, as more fully described in Note 2 to the financial statements.
(7) Rate indicated is the current yield as of February 28, 2017.

See accompanying Notes to Financial Statements.

22 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

TTP Schedule of Options Written (unaudited)
February 28, 2017

Call Options Written Expiration Date Strike Price Contracts Fair Value
Anadarko Petroleum Corporation       March 2017           $ 72.50               268             $ (1,876 )
Antero Resources Corporation March 2017 27.10 364 (2,779 )
Cabot Oil & Gas Corporation March 2017 24.50 1,159 (17,385 )
Carrizo Oil & Gas, Inc. March 2017 35.50 179 (4,703 )
Cimarex Energy Co. March 2017 141.50 161 (3,048 )
Concho Resources Inc. March 2017 148.50 244 (4,683 )
Continental Resources, Inc. March 2017 50.00 183 (2,562 )
Diamondback Energy, Inc. March 2017 114.00 99 (2,116 )
EOG Resources, Inc. March 2017 108.00 525 (4,725 )
EQT Corporation March 2017 66.50 83 (1,106 )
Gulfport Energy Corporation March 2017 22.50 302 (3,020 )
Hess Corporation March 2017 55.00 74 (2,664 )
Laredo Petroleum, Inc. March 2017 15.00 535 (9,362 )
Newfield Exploration Company March 2017 43.00 272 (2,040 )
Noble Energy, Inc. March 2017 39.50 363 (5,521 )
Occidental Petroleum Corporation March 2017 70.00 72 (504 )
PDC Energy, Inc. March 2017 77.25 25 (174 )
Pioneer Natural Resources Company March 2017 205.00 211 (6,330 )
Range Resources Corporation March 2017 35.00 318 (3,180 )
RSP Permian, Inc. March 2017 45.25 238 (2,444 )
 
Total Value of Call Options Written
       (Premiums received $376,563) $ (80,222 )

See accompanying Notes to Financial Statements.

Tortoise Capital Advisors 23



 



NDP Schedule of Investments (unaudited)
February 28, 2017

Shares       Fair Value
Common Stock — 92.6%(1)
Crude Oil Pipelines — 0.0%(1)
United States — 0.0%(1)
SemGroup Corporation 344 $ 12,092
Natural Gas Gathering/Processing — 0.6%(1)
United States — 0.6%(1)
Targa Resources Corp. 26,507 1,497,646
Oil and Gas Production — 92.0%(1)
The Netherlands — 2.6%(1)
Royal Dutch Shell plc (ADR) 114,500 5,941,405
United States — 89.4%(1)
Anadarko Petroleum Corporation(2) 253,900 16,414,635
Antero Resources Corporation(2)(3) 146,610   3,515,708
Cabot Oil & Gas Corporation(2) 357,700 7,833,630
Carrizo Oil & Gas, Inc.(2)(3) 201,800 6,568,590
Centennial Resource
       Development, Inc.(3)(4) 117,239 2,132,577
Cimarex Energy Co.(2) 76,000 9,554,720
Concho Resources Inc.(2)(3) 98,443 13,038,775
Continental Resources, Inc.(2)(3) 149,000 6,734,800
Devon Energy Corporation(2) 258,534 11,210,034
Diamondback Energy, Inc.(2)(3) 107,400 10,832,364
EOG Resources, Inc.(2) 201,500 19,543,485
EQT Corporation(2) 210,085 12,581,991
Extraction Oil & Gas, Inc.(2)(3) 208,446 3,689,494
Laredo Petroleum, Inc.(3) 40 553
Newfield Exploration Company(2)(3) 193,488   7,054,572
Parsley Energy, Inc.(2)(3) 247,600 7,524,564
PDC Energy, Inc.(2)(3) 63,500 4,291,965
Pioneer Natural Resources Company(2) 163,015 30,315,900
Range Resources Corporation(2) 199,987 5,523,641
Rice Energy Inc.(2)(3) 270,700 5,048,555
RSP Permian, Inc.(2)(3) 245,300 9,686,897
SM Energy Company(2) 256,100 6,312,865
Whiting Petroleum Corporation(3) 27 293
WPX Energy, Inc.(2) 491,500 6,340,350
211,692,363
Total Common Stock
       (Cost $241,409,344) 213,202,101
 
Master Limited Partnerships
       and Related Companies — 34.0%(1)
Crude Oil Pipelines — 10.2%(1)
United States — 10.2%(1)
Enbridge Energy Management, L.L.C.(5) 526,878 9,167,682
Plains All American Pipeline, L.P. 204,532 6,561,387
Shell Midstream Partners, L.P. 51,895 1,700,080
Sunoco Logistics Partners L.P. 112,782 2,856,768
Tesoro Logistics LP 57,607 3,243,850
23,529,767
Natural Gas/Natural Gas Liquids Pipelines — 7.4%(1)
United States — 7.4%(1)
Energy Transfer Equity, L.P.(4) 44,365 777,718
Energy Transfer Partners, L.P. 152,945 5,782,850
Enterprise Products Partners L.P. 205,200 5,751,756
EQT GP Holdings, LP 8,439 230,722
EQT Midstream Partners, LP 24,303 1,915,563
Spectra Energy Partners, LP 34,627 1,548,866
Tallgrass Energy Partners, LP 20,140 1,076,684
17,084,159
Natural Gas Gathering/Processing — 10.1%(1)
United States — 10.1%(1)
Antero Midstream Partners LP 75,672 2,595,550
DCP Midstream Partners, LP 155,345 6,089,524
EnLink Midstream Partners, LP 86,700 1,623,024
MPLX LP 121,726 4,529,425
Noble Midstream Partners LP 25,215 1,225,449
Rice Midstream Partners LP 181,028 4,455,099
Western Gas Partners, LP 17,480 1,086,732
Williams Partners L.P. 42,688 1,720,326
23,325,129
Refined Product Pipelines — 6.3%(1)
United States — 6.3%(1)
Buckeye Partners, L.P. 49,673 3,423,463
Holly Energy Partners, L.P. 100,261 3,601,375
Magellan Midstream Partners, L.P. 40,587 3,145,898
Phillips 66 Partners LP 53,277 2,963,800
Valero Energy Partners LP 26,106 1,278,150
14,412,686
Total Master Limited Partnerships
       and Related Companies (Cost $68,669,465) 78,351,741

See accompanying Notes to Financial Statements.
 
24 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

NDP Schedule of Investments (unaudited) (continued)
February 28, 2017

Shares Fair Value
Preferred Stock — 1.7%(1)      
Natural Gas Gathering/Processing — 1.0%(1)
United States — 1.0%(1)
Targa Resources Corp., 9.500%(4)(6) 1,997 $ 2,261,532
Oil and Gas Production — 0.7%(1)
United States — 0.7%(1)
Anadarko Petroleum Corporation,  
       7.500%, 06/07/2018 36,900 1,610,685
Total Preferred Stock
       (Cost $3,203,127) 3,872,217
 
Short-Term Investment — 0.1%(1)
United States Investment Company — 0.1%(1)
Government & Agency Portfolio — Institutional Class,
       0.47%(7) (Cost $141,979) 141,979 141,979
Total Investments — 128.4%(1)
       (Cost $313,423,915)   295,568,038
Total Value of Options Written  
       (Premiums received $1,987,459) — (0.2)%(1)   (470,416 )
Other Assets and Liabilities — 0.1%(1) 203,788
Credit Facility Borrowings — (28.3)%(1) (65,100,000 )
Total Net Assets Applicable
       to Common Stockholders — 100.0%(1) $      230,201,410  

(1) Calculated as a percentage of net assets applicable to common stockholders.
(2) All or a portion of the security represents cover for outstanding call option contracts written.
(3) Non-income producing security.
(4) Restricted securities have a total fair value of $5,171,827 which represents 2.2% of net assets. See Note 6 to the financial statements for further disclosure.
(5) Security distributions are paid-in-kind.
(6) Securities have been valued in accordance with fair value procedures, as more fully described in Note 2 to the financial statements.
(7) Rate indicated is the current yield as of February 28, 2017.

ADR = American Depository Receipts

See accompanying Notes to Financial Statements.
 
Tortoise Capital Advisors 25



 



NDP Schedule of Options Written (unaudited)
February 28, 2017

Call Options Written Expiration Date                 Strike Price                 Contracts                 Fair Value
Anadarko Petroleum Corporation March 2017       $ 72.25             2,539       $ (20,189 )
Antero Resources Corporation March 2017 27.25 1,466 (9,955 )
Cabot Oil & Gas Corporation March 2017 25.00 3,577 (53,655 )
Carrizo Oil & Gas, Inc. March 2017 37.50 2,018 (18,162 )
Cimarex Energy Co. March 2017 143.50 760 (10,495 )
Concho Resources Inc. March 2017 150.00 984 (14,760 )
Continental Resources, Inc. March 2017 51.00 1,490 (22,350 )
Devon Energy Corporation March 2017 47.75 2,585 (34,385 )
Diamondback Energy, Inc. March 2017 115.00 1,074 (13,425 )
EOG Resources, Inc. March 2017 110.00 2,015 (10,075 )
EQT Corporation March 2017 67.00 2,100 (23,164 )
Extraction Oil & Gas, Inc. March 2017   20.00 2,084   (46,890 )
Newfield Exploration Company March 2017 46.00 1,934 (43,515 )
Parsley Energy, Inc. March 2017 35.00 2,476   (24,760 )
PDC Energy, Inc. March 2017     78.25   635   (3,414 )
Pioneer Natural Resources Company March 2017 210.00 1,630 (16,300 )
Range Resources Corporation March 2017 35.50     1,999 (1,975 )
Rice Energy Inc. March 2017 22.35 2,707 (11,653 )
RSP Permian, Inc. March 2017 45.50 2,453 (22,826 )
SM Energy Company March 2017 30.25 2,561 (19,318 )
WPX Energy, Inc. March 2017 15.00 4,915 (49,150 )
 
Total Value of Call Options Written
       (Premiums received $1,987,459) $ (470,416 )

See accompanying Notes to Financial Statements.
 
26 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

TPZ Schedule of Investments (unaudited)
February 28, 2017

Principal
Amount       Fair Value
Corporate Bonds — 64.2%(1)
Crude Oil Pipelines — 7.2%(1)
Canada — 3.9%(1)
Enbridge Inc.,
       4.250%, 12/01/2026 $      2,000,000 $ 2,064,820
Gibson Energy Inc.,
       6.750%, 07/15/2021(2) 4,500,000 4,668,750
United States — 3.3%(1)
SemGroup Corp.,
       7.500%, 06/15/2021 5,450,000 5,695,250
12,428,820
Natural Gas/Natural Gas Liquids Pipelines — 23.3%(1)  
Canada — 4.2%(1)
TransCanada Corporation,  
       5.625%, 05/20/2075 7,000,000 7,287,000
United States — 19.1%(1)
Cheniere Corp.,
       7.000%, 06/30/2024(2) 4,000,000 4,480,000
Cheniere Corp.,
       5.875%, 03/31/2025(2)   2,000,000 2,115,000
Columbia Pipeline Group, Inc.,
       3.300%, 06/01/2020 2,000,000 2,039,002
Florida Gas Transmission Co., LLC,  
       5.450%, 07/15/2020(2) 1,500,000 1,613,185
Kinder Morgan, Inc.,
       6.500%, 09/15/2020 4,000,000 4,499,960
Midcontinent Express Pipeline LLC,
       6.700%, 09/15/2019(2) 2,000,000 2,140,000
ONEOK, Inc.,
       4.250%, 02/01/2022 4,500,000 4,635,000
ONEOK, Inc.,
       7.500%, 09/01/2023 2,000,000 2,375,000
Rockies Express Pipeline, LLC,
       6.000%, 01/15/2019(2) 4,000,000 4,200,000
Ruby Pipeline, LLC,
       6.000%, 04/01/2022(2) 1,500,000 1,591,050
Southern Star Central Corp.,
       5.125%, 07/15/2022(2) 3,000,000 3,052,500
40,027,697
Natural Gas Gathering/Processing — 9.0%(1)
United States — 9.0%(1)
Blue Racer Midstream, LLC,
       6.125%, 11/15/2022(2) 4,000,000 4,070,000
DCP Midstream LLC,
       9.750%, 03/15/2019(2) 4,000,000 4,510,000
The Williams Companies, Inc.,
       7.875%, 09/01/2021 5,000,000 5,775,000
The Williams Companies, Inc.,
       4.550%, 06/24/2024 1,000,000 1,015,000
15,370,000
Oil and Gas Production — 3.1%(1)
United States — 3.1%(1)
Carrizo Oil & Gas, Inc.,
       7.500%, 09/15/2020 1,000,000 1,032,500
EQT Corporation,
       8.125%, 06/01/2019 2,000,000 2,241,754
PDC Energy Company,
       6.125%, 09/15/2024(2) 2,000,000 2,065,000
5,339,254
Power/Utility — 19.1%(1)
United States — 19.1%(1)
The AES Corporation,
       5.500%, 04/15/2025 4,000,000 4,050,000
CMS Energy Corp.,
       8.750%, 06/15/2019 5,185,000 5,937,276
Dominion Resources, Inc.,
       5.750%, 10/01/2054 4,000,000 4,190,000
Duquesne Light Holdings, Inc.,
       6.400%, 09/15/2020(2) 3,000,000 3,356,253
Duquesne Light Holdings, Inc.,
       5.900%, 12/01/2021(2) 2,000,000 2,238,582
NRG Energy, Inc.,
       6.250%, 07/15/2022 5,000,000 5,087,500
NRG Yield Operating LLC,
       5.375%, 08/15/2024 2,500,000 2,562,500
NV Energy, Inc.,
       6.250%, 11/15/2020 1,000,000 1,129,295
Pattern Energy Group Inc.,
       5.875%, 02/01/2024(2) 1,000,000 1,026,250
Wisconsin Energy Group, Inc.,
       6.250%, 05/15/2067 3,450,000 3,143,813
32,721,469
Refined Product Pipelines — 2.5%(1)
United States — 2.5%(1)
HollyFrontier Corporation,
       5.875%, 04/01/2016 4,000,000 4,277,968
Total Corporate Bonds
       (Cost $105,135,303) 110,165,208

See accompanying Notes to Financial Statements.
 
Tortoise Capital Advisors 27



 



TPZ Schedule of Investments (unaudited) (continued)
February 28, 2017

Shares Fair Value
Master Limited Partnerships      
       and Related Companies — 38.6%(1)
Crude Oil Pipelines — 11.9%(1)
United States — 11.9%(1)
Enbridge Energy Management, L.L.C.(3) 464,134 $ 8,075,926
Genesis Energy, L.P. 54,067 1,829,627
Plains All American Pipeline, L.P. 125,439   4,024,083
Shell Midstream Partners, L.P. 29,307   960,097
Sunoco Logistics Partners L.P. 140,506 3,559,017
Tesoro Logistics LP 34,009 1,915,047
20,363,797
Natural Gas/Natural Gas Liquids Pipelines — 11.1%(1)
United States — 11.1%(1)
Energy Transfer Equity, L.P.(2) 30,902 541,712
Energy Transfer Partners, L.P. 226,887 8,578,598
Enterprise Products Partners L.P. 145,712 4,084,307
EQT Midstream Partners, LP 4,770 375,972
ONEOK Partners, L.P. 95,566 5,005,747
Spectra Energy Partners, LP 8,708 389,509
18,975,845
Natural Gas Gathering/Processing — 9.6%(1)
United States — 9.6%(1)
DCP Midstream Partners, LP 52,040 2,039,968
EnLink Midstream Partners, LP 22,400 419,328
MPLX LP 115,258 4,288,750
Noble Midstream Partners LP 17,176 834,754
Rice Midstream Partners LP 127,248 3,131,573
Western Gas Partners, LP 18,799 1,168,734
Williams Partners L.P. 116,067 4,677,500
16,560,607
Refined Product Pipelines — 6.0%(1)
United States — 6.0%(1)
Buckeye Partners, L.P. 39,679 2,734,677
Holly Energy Partners, L.P. 70,096 2,517,848
Magellan Midstream Partners, L.P. 34,561 2,678,823
NuStar Energy L.P. 2,015 105,264
Phillips 66 Partners LP 24,755 1,377,121
Valero Energy Partners LP 19,193 939,689
10,353,422
Total Master Limited Partnerships
       and Related Companies (Cost $44,028,139) 66,253,671
 
Common Stock — 21.8%(1)
Crude Oil Pipelines — 10.3%(1)
United States — 10.3%(1)
Enbridge Inc. 121,249 5,074,270
Plains GP Holdings, L.P.(4) 308,070 10,126,261
SemGroup Corporation 71,922 2,528,058
17,728,589
Natural Gas/Natural Gas Liquids Pipelines — 4.8%(1)
United States — 4.8%(1)
ONEOK, Inc. 82,789 4,474,745
Tallgrass Energy GP, LP 133,814 3,801,656
8,276,401
Natural Gas Gathering/Processing — 6.1%(1)
United States — 6.1%(1)
EnLink Midstream LLC 125,234 2,404,493
Targa Resources Corp. 101,276 5,722,094
The Williams Companies, Inc. 83,852 2,376,366
10,502,953
Refined Product Pipelines — 0.6%(1)
United States — 0.6%(1)
VTTI Energy Partners LP 50,626 926,456
Total Common Stock
       (Cost $31,103,228) 37,434,399

See accompanying Notes to Financial Statements.
 
28 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

TPZ Schedule of Investments (unaudited) (continued)
February 28, 2017

                Shares       Fair Value
Preferred Stock — 4.3%(1)
Natural Gas Gathering/Processing — 1.1%(1)
United States — 1.1%(1)
Targa Resources Corp.,
       9.500%(2)(5) 1,685 $ 1,908,204
Natural Gas/Natural Gas Liquids Pipelines — 1.3%(1)
United States — 1.3%(1)
Kinder Morgan, Inc.,
       9.750%, 10/26/2018 44,949 2,189,016
Oil and Gas Production — 0.6%(1)
United States — 0.6%(1)
Anadarko Petroleum Corporation,
       7.500%, 06/07/2018 24,400 1,065,060
Power/Utility — 1.3%(1)
United States — 1.3%(1)
DTE Energy, 6.500%, 10/01/2019 39,600 2,138,400
Total Preferred Stock
       (Cost $5,937,670) 7,300,680
 
Short-Term Investment — 0.1%(1)  
United States Investment Company — 0.1%(1)  
Government & Agency Portfolio — Institutional Class,  
       0.47%(6) (Cost $121,791) 121,791   121,791
Total Investments — 129.0%(1)
       (Cost $186,326,131) 221,275,749
Interest Rate Swap Contracts — (0.0)%(1)  
$21,000,000 notional — net unrealized depreciation(7)   (53,503 )
Other Assets and Liabilities — 0.8%(1)   1,443,589
Credit Facility Borrowings — (29.8)%(1)   (51,100,000 )
Total Net Assets Applicable
       to Common Stockholders — 100.0%(1)   $      171,565,835

(1) Calculated as a percentage of net assets applicable to common stockholders.
(2) Restricted securities have a total fair value of $43,576,486, which represents 25.4% of net assets. See Note 6 to the financial statements for further disclosure.
(3) Security distributions are paid-in-kind.
(4) A portion of the security is segregated as collateral for the unrealized depreciation of interest rate swap contracts of $53,503.
(5) Securities have been valued in accordance with fair value procedures, as more fully described in Note 2 to the financial statements.
(6) Rate indicated is the current yield as of February 28, 2017.
(7) See Note 11 to the financial statements for further disclosure.

See accompanying Notes to Financial Statements.
 
Tortoise Capital Advisors 29



 

 

Statements of Assets & Liabilities (unaudited)
February 28, 2017

 
Tortoise Energy
Infrastructure Tortoise MLP
           Corp.       Fund, Inc.
Assets
       Investments at fair value(1) $ 2,817,646,412 $ 1,648,419,385
       Receivable for Adviser fee waiver 5,350
       Receivable for investments sold 11,541,996 6,742,477
       Dividends, distributions and interest receivable from investments 718,645 384,370
       Current tax asset 9,670,572 830,709
       Prepaid expenses and other assets 676,488 301,580
              Total assets      2,840,259,463      1,656,678,521
Liabilities
       Call options written, at fair value(2)
       Payable to Adviser 4,291,744 2,518,694
       Accrued directors’ fees and expenses 15,390 14,093
       Payable for investments purchased 19,967,431 11,665,499
       Distribution payable to common stockholders 1,525,350
       Accrued expenses and other liabilities 5,610,843 3,655,942
       Unrealized depreciation of interest rate swap contracts 248,265
       Deferred tax liability 554,481,598 217,565,599
       Credit facility borrowings 124,400,000 45,700,000
       Senior notes, net(3) 411,722,389 283,600,686
       Mandatory redeemable preferred stock, net(4) 163,396,448 109,361,278
              Total liabilities 1,284,134,108 675,607,141
              Net assets applicable to common stockholders $ 1,556,125,355 $ 981,071,380
Net Assets Applicable to Common Stockholders Consist of:
       Capital stock, $0.001 par value per share $ 49,031 $ 47,081
       Additional paid-in capital 940,198,442 620,397,695
       Undistributed (accumulated) net investment income (loss), net of income taxes (212,406,632 ) (122,488,500 )
       Undistributed (accumulated) net realized gain (loss), net of income taxes 938,110,061 289,140,408
       Net unrealized appreciation (depreciation), net of income taxes (109,825,547 ) 193,974,696
              Net assets applicable to common stockholders $ 1,556,125,355 $ 981,071,380
Capital shares:
       Authorized 100,000,000 100,000,000
       Outstanding 49,030,835 47,080,789
       Net Asset Value per common share outstanding (net assets applicable
              to common stock, divided by common shares outstanding) $ 31.74 $ 20.84
 
(1) Investments at cost $ 2,123,902,812 $ 1,345,646,128
(2) Call options written, premiums received $  — $  —
(3) Deferred debt issuance and offering costs $ 777,611 $ 399,314
(4) Deferred offering costs $ 1,603,552 $ 638,722

See accompanying Notes to Financial Statements.
 
30 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017




            Tortoise Power
Tortoise Pipeline Tortoise Energy and Energy
& Energy Independence Infrastructure
Fund, Inc. Fund, Inc. Fund, Inc.
 
$        303,093,498 $       295,568,038 $        221,275,749
1,503,163
430,930 269,213 2,036,851  
 
8,172 918 454
303,532,600 297,341,332 223,313,054
   
80,222 470,416
551,960 553,262 342,192
12,579 12,296 12,727
725,054
561,577 278,894 238,797
53,503
16,700,000 65,100,000 51,100,000
33,907,697
15,940,036
67,754,071 67,139,922 51,747,219
$ 235,778,529 $ 230,201,410 $ 171,565,835
 
$ 10,016 $ 14,537 $ 6,951
232,495,745 285,088,580 129,482,470
(1,064,631 ) 5,066,767
(5,710,692 ) (37,498,241 ) 2,113,473
8,983,460 (16,338,835 ) 34,896,174
$ 235,778,529 $ 230,201,410 $ 171,565,835
 
100,000,000 100,000,000 100,000,000
10,016,413 14,536,535 6,951,333
 
$ 23.54 $ 15.84 $ 24.68
  
$ 294,405,609 $ 313,423,915 $ 186,326,131
$ 376,563 $ 1,987,459 $
$ 92,303 $ $
$ 59,964 $ $

See accompanying Notes to Financial Statements.
 
Tortoise Capital Advisors 31



 



Statements of Operations (unaudited)
Period from December 1, 2016 through February 28, 2017

 
Tortoise Energy
Infrastructure Tortoise MLP
                Corp.       Fund, Inc.
Investment Income
       Distributions from master limited partnerships $        45,122,038 $     27,447,415
       Dividends and distributions from common stock
       Dividends and distributions from preferred stock 885,003 478,016
       Less return of capital on distributions (40,157,677 ) (26,675,957 )
       Less foreign taxes withheld
       Net dividends and distributions from investments 5,849,364 1,249,474
       Interest from corporate bonds
       Dividends from money market mutual funds 319 267
              Total Investment Income 5,849,683 1,249,741
Operating Expenses
       Advisory fees 6,393,897 3,752,112
       Administrator fees 126,275 112,214
       Professional fees 86,675 57,851
       Directors’ fees 56,493 45,027
       Stockholder communication expenses 49,969 32,523
       Custodian fees and expenses 28,231 16,982
       Fund accounting fees 23,388 19,749
       Registration fees 14,838 11,452
       Stock transfer agent fees 3,532 3,156
       Franchise fees 1,073 104
       Other operating expenses 46,381 25,143
              Total Operating Expenses 6,830,752 4,076,313
Leverage Expenses
       Interest expense 4,288,167 2,856,702
       Distributions to mandatory redeemable preferred stockholders 1,730,000 1,169,251
       Amortization of debt issuance costs 115,099 91,021
       Other leverage expenses 71,428 25,019
              Total Leverage Expenses 6,204,694 4,141,993
              Total Expenses 13,035,446 8,218,306
       Less fees waived by Adviser (13,826 )
              Net Expenses 13,021,620 8,218,306
Net Investment Income (Loss), before Income Taxes (7,171,937 ) (6,968,565 )
       Deferred tax benefit 1,981,055 2,102,167
Net Investment Income (Loss) (5,190,882 ) (4,866,398 )
Realized and Unrealized Gain (Loss) on Investments and Interest Rate Swaps
       Net realized gain on investments 113,505,859 23,491,559
       Net realized gain on options
       Net realized loss on interest rate swap settlements (59,413 )
       Net realized gain on foreign currency and translation of other assets
              and liabilities denominated in foreign currency
              Net realized gain, before income taxes 113,446,446 23,491,559
                     Current tax expense (88 )
                     Deferred tax expense (41,804,963 ) (8,595,561 )
                            Income tax expense (41,805,051 ) (8,595,561 )
                                   Net realized gain 71,641,395 14,895,998
       Net unrealized appreciation (depreciation) of investments 170,619,589 135,731,504
       Net unrealized appreciation of options
       Net unrealized appreciation of interest rate swap contracts 116,786
       Net unrealized depreciation of other assets and liabilities due to foreign currency translation
              Net unrealized appreciation (depreciation), before income taxes 170,736,375 135,731,504
                     Deferred tax expense (62,916,408 ) (49,664,157 )
                                   Net unrealized appreciation (depreciation) 107,819,967 86,067,347
Net Realized and Unrealized Gain (Loss) 179,461,362 100,963,345
Net Increase (Decrease) in Net Assets Applicable to Common Stockholders
       Resulting from Operations $ 174,270,480 $ 96,096,947

See accompanying Notes to Financial Statements.
 
32 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017




Tortoise Power
Tortoise Pipeline Tortoise Energy and Energy
& Energy       Independence       Infrastructure  
Fund, Inc. Fund, Inc. Fund, Inc.
 
$ 1,407,567 $ 1,119,549 $ 1,021,433
2,106,636 308,078 479,845
147,096 82,022 148,420
         (2,379,263 )          (1,160,748 )          (1,250,708 )
(68,105 ) (16,145 )
1,213,931 332,756 398,990  
1,511,955
288 466 268
1,214,219 333,222 1,911,213
 
837,384 846,562 518,195
30,450 30,784 21,819
39,840 39,174 40,166
22,822 22,822 18,606
17,415 13,143 24,005
5,412 5,149 2,773
13,604 13,745 7,718
6,031 6,031 6,012
3,310 3,163 4,636
87 86 87
10,645 10,652 6,776
987,000 991,311 650,793
 
374,663 250,886 194,343
171,601
14,058
4,439
564,761 250,886 194,343
1,551,761 1,242,197 845,136
(12,974 ) (26,663 )
1,538,787 1,215,534 845,136
(324,568 ) (882,312 ) 1,066,077
(324,568 ) (882,312 ) 1,066,077
 
2,305,508 5,898,269 3,004,903
397,937 3,180,256
(50,475 )
 
10,781
2,714,226 9,078,525 2,954,428
2,714,226 9,078,525 2,954,428
1,640,996 (25,734,066 ) 3,979,345
1,291,702 7,677,882
99,805
(1,221 )
2,931,477 (18,056,184 ) 4,079,150
2,931,477 (18,056,184 ) 4,079,150
5,645,703 (8,977,659 ) 7,033,578
 
$ 5,321,135 $ (9,859,971 ) $ 8,099,655

See accompanying Notes to Financial Statements.
 
Tortoise Capital Advisors 33



 

 

Statements of Changes in Net Assets

 
Tortoise Energy Infrastructure Corp. Tortoise MLP Fund, Inc.
Period from Period from
December 1, 2016 Year Ended December 1, 2016 Year Ended
through November 30, through November 30,
February 28, 2017 2016 February 28, 2017 2016
      (unaudited)             (unaudited)      
Operations
       Net investment income (loss) $ (5,190,882 ) $ (38,025,109 ) $ (4,866,398 ) $ (21,714,757 )
       Net realized gain (loss) 71,641,395 117,748,586 14,895,998 49,307,107
       Net unrealized appreciation (depreciation) 107,819,967 26,561,096 86,067,347 78,801,730
              Net increase (decrease) in net assets applicable
                     to common stockholders resulting
                     from operations 174,270,480 106,284,573 96,096,947 106,394,080
Distributions to Common Stockholders
       Net investment income
       Net realized gain
       Return of capital (32,082,041 ) (127,370,405 ) (19,891,634 ) (79,464,402 )
              Total distributions to common stockholders (32,082,041 ) (127,370,405 ) (19,891,634 ) (79,464,402 )
Capital Stock Transactions  
       Proceeds from issuance of common shares
              through shelf offerings 24,678,844
       Underwriting discounts and offering expenses
              associated with the issuance of common stock (3,010 ) (412,770 ) (46,340 )
       Issuance of common shares from reinvestment
              of distributions to stockholders 1,665,398     3,361,039 1,573,688
       Other proceeds 180    
              Net increase in net assets applicable to common  
                     stockholders from capital stock transactions     1,662,568 27,627,113 1,527,348
       Total increase (decrease) in net assets applicable  
              to common stockholders 143,851,007 6,541,281   76,205,313   28,457,026  
Net Assets
       Beginning of period 1,412,274,348 1,405,733,067 904,866,067 876,409,041
       End of period $      1,556,125,355 $      1,412,274,348 $      981,071,380 $      904,866,067
       Undistributed (accumulated) net investment
              income (loss), net of income taxes,
              end of period $ (212,406,632 ) $ (207,215,750 ) $ (122,488,500 ) $ (117,622,102 )
Transactions in common shares
       Shares outstanding at beginning of period 48,980,215 48,016,591 47,080,789 47,000,211
       Shares issued through shelf offerings 849,006
       Shares issued through reinvestment
              of distributions 50,620 114,618 80,578
       Shares outstanding at end of period 49,030,835 48,980,215 47,080,789 47,080,789

See accompanying Notes to Financial Statements.

34 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017



Tortoise Power and Energy
Tortoise Pipeline & Energy Fund, Inc. Tortoise Energy Independence Fund, Inc. Infrastructure Fund, Inc.
Period from Period from Period from
December 1, 2016 Year Ended December 1, 2016 Year Ended December 1, 2016 Year Ended
through November 30, through November 30, through November 30,
February 28, 2017       2016       February 28, 2017       2016       February 28, 2017       2016
(unaudited) (unaudited) (unaudited)
 
$ (324,568 ) $ 372,171     $ (882,312 ) $ (1,807,587 ) $ 1,066,077   $ 4,960,755  
2,714,226       5,319,164   9,078,525   (20,323,202 )     2,954,428   6,898,290
2,931,477 47,731,706 (18,056,184 )   68,212,366 4,079,150   17,338,882
 
   
5,321,135 53,423,041 (9,859,971 ) 46,081,577 8,099,655 29,197,927
   
(1,602,285 ) (3,810,236 ) (2,606,750 ) (8,977,396 )
(12,516,517 )   (1,710,279 )
(2,479,403 ) (6,350,781 ) (25,403,124 )
(4,081,688 ) (16,326,753 ) (6,350,781 ) (25,403,124 ) (2,606,750 ) (10,687,675 )
 
 
   
   
324,150
  
324,150
  
1,239,447 37,096,288 (15,886,602 ) 20,678,453 5,492,905 18,510,252
 
234,539,082 197,442,794 246,088,012 225,409,559 166,072,930 147,562,678
$       235,778,529 $       234,539,082 $       230,201,410 $       246,088,012 $       171,565,835 $       166,072,930
 
 
$ $ 1,926,853 $ (1,064,631 ) $ (182,319 ) $ 5,066,767 $ 6,607,440
   
10,016,413 10,016,413 14,516,071 14,516,071 6,951,333 6,951,333
  
20,464
10,016,413 10,016,413 14,536,535 14,516,071 6,951,333 6,951,333

See accompanying Notes to Financial Statements.

Tortoise Capital Advisors 35



 



Statements of Cash Flows (unaudited)
Period from December 1, 2016 through February 28, 2017

Tortoise Energy
      Infrastructure       Tortoise MLP
Corp. Fund, Inc.
Cash Flows From Operating Activities
       Dividends, distributions and interest received from investments $ 46,007,315 $ 27,925,643
       Purchases of long-term investments (152,800,119 ) (98,422,815 )
       Proceeds from sales of long-term investments 167,599,681 99,095,950
       Proceeds from sales of short-term investments, net 169,316 34,803
       Call options written, net
       Payments on interest rate swap contracts, net (59,413 )
       Interest received on securities sold, net    
       Interest expense paid   (5,288,240 )   (2,424,143 )
       Distributions to mandatory redeemable preferred stockholders (3,460,000 ) (1,169,250 )
       Income taxes paid (200,588 )
       Operating expenses paid (6,614,664 ) (3,964,906 )
              Net cash provided by operating activities   45,353,288 21,075,282
Cash Flows From Financing Activities
       Advances (repayments) on credit facilities, net 15,100,000 (1,100,000 )
       Maturity of senior notes (30,000,000 )
       Common stock issuance costs (36,843 )
       Distributions paid to common stockholders (30,416,625 ) (19,975,282 )
       Other proceeds 180
              Net cash used in financing activities       (45,353,288 )       (21,075,282 )
       Net change in cash
       Cash — beginning of period
       Cash — end of period $  — $  —

See accompanying Notes to Financial Statements.

36 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017




Tortoise Power
Tortoise Pipeline Tortoise Energy and Energy
& Energy Independence Infrastructure
Fund, Inc.       Fund, Inc.       Fund, Inc.
 
$ 3,613,961 $ 1,493,917 $ 3,173,026
        (16,691,363 )       (24,739,276 )       (12,385,264 )
18,404,698 26,273,117 12,162,722
92,660 134,726 19,364
311,505   3,014,154
  (50,475 )
18,892
(416,613 ) (222,988 ) (177,281 )
(171,600 )
(937,408 ) (909,564 )   (654,234 )
4,205,840 5,044,086 2,106,750  
  
100,000   1,300,000 500,000
(4,305,840 ) (6,344,086 ) (2,606,750 )
(4,205,840 ) (5,044,086 ) (2,106,750 )
$ $ $

See accompanying Notes to Financial Statements.

Tortoise Capital Advisors 37



 



Statements of Cash Flows (unaudited) (continued)
Period from December 1, 2016 through February 28, 2017

Tortoise Energy
Infrastructure Tortoise MLP
       Corp.        Fund, Inc.
Reconciliation of net increase (decrease) in net assets applicable to common stockholders
       resulting from operations to net cash provided by operating activities
       Net increase (decrease) in net assets applicable to common stockholders resulting from operations $ 174,270,480 $ 96,096,947
       Adjustments to reconcile net increase (decrease) in net assets applicable to common stockholders
              resulting from operations to net cash provided by operating activities:  
                     Purchases of long-term investments (172,767,550 ) (110,088,314 )
                     Proceeds from sales of long-term investments 179,141,677 105,838,427
                     Proceeds from sales of short-term investments, net 169,316   34,803
                     Call options written, net  
                     Return of capital on distributions received   40,157,677 26,675,957
                     Deferred tax expense 102,740,316 56,157,551  
                     Net unrealized appreciation (depreciation) (170,736,375 ) (135,731,504 )
                     Amortization of market premium, net
                     Net realized gain (113,505,859 ) (23,491,559 )
                     Amortization of debt issuance costs 115,099 91,021
                     Changes in operating assets and liabilities:
                            (Increase) decrease in dividends, distributions and interest receivable from investments   (45 ) (55 )
                            Increase in current tax asset (200,500 )
                            Increase in receivable for investments sold (11,541,996 ) (6,742,477 )
                            Decrease in prepaid expenses and other assets 149,255 51,008
                            Increase in payable for investments purchased 19,967,431 11,665,499
                            Increase in payable to Adviser, net of fees waived 222,834 115,123
                            Increase (decrease) in accrued expenses and other liabilities (2,828,472 ) 402,855
                                   Total adjustments        (128,917,192 )        (75,021,665 )
       Net cash provided by operating activities $ 45,353,288 $ 21,075,282
Non-Cash Financing Activities
       Reinvestment of distributions by common stockholders in additional common shares $ 1,665,398 $  —

See accompanying Notes to Financial Statements.

38 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017




Tortoise Power  
Tortoise Pipeline Tortoise Energy and Energy
& Energy Independence Infrastructure
Fund, Inc.            Fund, Inc.            Fund, Inc.
 
 
$ 5,321,135 $ (9,859,971 ) $ 8,099,655
 
 
(16,691,363 ) (25,464,330 ) (12,385,264 )
18,404,698 27,776,280 12,162,722
92,660 134,726 19,364
311,505 3,014,154
2,379,263 1,160,748 1,250,708
(2,931,477 ) 18,056,184 (4,079,150 )
134,231
(2,714,226 ) (9,078,525 ) (3,004,903 )
14,058
 
20,479 (53 ) (104,234 )
(1,503,163 )
16,129 11,854 8,321
725,054
35,694 52,423 2,521
(52,715 ) 18,705 2,779
         (1,115,295 )         14,904,057        (5,992,905 )
$ 4,205,840 $ 5,044,086 $ 2,106,750
 
$ $ 324,150 $

See accompanying Notes to Financial Statements.

Tortoise Capital Advisors 39



 

 

TYG Financial Highlights

Period from
December 1, 2016
through Year Ended Year Ended Year Ended Year Ended Year Ended
February 28, November 30, November 30, November 30, November 30, November 30,
   2017    2016    2015    2014    2013    2012
(unaudited)
Per Common Share Data(1)
       Net Asset Value, beginning of period $ 28.83 $ 29.28 $ 49.34 $ 43.36 $ 36.06 $ 33.37
       Income (Loss) from Investment Operations
              Net investment loss(2) (0.11 ) (0.78 ) (0.62 ) (0.66 ) (0.73 ) (0.64 )
              Net realized and unrealized gain (loss)
                     on investments and interest rate
                     swap contracts(2) 3.68 2.94 (16.85 ) 9.01 10.27 5.51
                            Total income (loss) from investment
                                   operations 3.57 2.16 (17.47 ) 8.35 9.54 4.87
       Distributions to Common Stockholders
              Return of capital (0.66 ) (2.62 ) (2.59 ) (2.38 ) (2.29 ) (2.25 )
       Capital Stock Transactions
              Premiums less underwriting discounts
                     and offering costs on issuance of
                     common stock(3) (0.00 ) 0.01 (0.00 ) 0.01 0.05 0.07
       Net Asset Value, end of period $ 31.74 $ 28.83 $ 29.28 $ 49.34 $ 43.36 $ 36.06
       Per common share market value,
              end of period $ 34.63 $ 30.63 $ 26.57 $ 46.10 $ 49.76 $ 39.17
       Total investment return based on
              market value(4)(5) 15.31 % 26.21 % (37.86 )% (2.54 )% 33.77 % 5.62 %
 
Supplemental Data and Ratios
       Net assets applicable to common
              stockholders, end of period (000’s) $           1,556,125 $    1,412,274 $    1,405,733 $    2,369,068 $    1,245,761 $    1,020,421
       Average net assets (000’s) $ 1,513,999 $ 1,345,764 $ 1,974,038 $ 1,837,590 $ 1,167,339 $ 989,745
       Ratio of Expenses to Average Net Assets(6)
              Advisory fees 1.71 % 1.74 % 1.76 % 1.65 % 1.61 % 1.60 %
              Other operating expenses 0.12 0.12 0.10 0.13 0.12 0.13
                     Total operating expenses,
                            before fee waiver 1.83 1.86 1.86 1.78 1.73 1.73
              Fee waiver(7) (0.00 ) (0.01 ) (0.00 ) (0.00 ) (0.01 )
                     Total operating expenses 1.83 1.85 1.86 1.78 1.73 1.72
              Leverage expenses 1.66 2.29 1.75 1.38 1.59 1.67
              Income tax expense (benefit)(8) 27.52 4.64 (24.50 ) 7.81 14.05 8.37
                     Total expenses 31.01 % 8.78 % (20.89 )% 10.97 % 17.37 % 11.76 %

See accompanying Notes to Financial Statements.

40 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017



Period from
December 1, 2016
through Year Ended Year Ended Year Ended Year Ended Year Ended
February 28, November 30, November 30, November 30, November 30, November 30,
     2017      2016      2015      2014      2013      2012
(unaudited)
Ratio of net investment loss to average
       net assets before fee waiver(6) (1.39 )% (2.83 )% (1.50 )% (1.33 )% (1.78 )% (1.82 )%
Ratio of net investment loss to average
       net assets after fee waiver(6) (1.39 )% (2.82 )% (1.50 )% (1.33 )% (1.78 )% (1.81 )%
Portfolio turnover rate(4) 6.36 % 24.23 % 12.94 % 15.33 % 13.40 % 12.86 %
Credit facility borrowings,
       end of period (000’s) $ 124,400 $ 109,300 $ 66,000 $ 162,800 $ 27,600 $ 63,400
Senior notes, end of period (000’s) $             412,500 $      442,500 $      545,000 $      544,400 $      300,000 $      194,975
Preferred stock, end of period (000’s) $ 165,000 $ 165,000 $ 295,000 $ 224,000 $ 80,000 $ 73,000
Per common share amount of senior
       notes outstanding, end of period $ 8.41 $ 9.03 $ 11.35 $ 11.34 $ 10.44 $ 6.89
Per common share amount of net assets,
       excluding senior notes, end of period $ 40.15 $ 37.86 $ 40.63 $ 60.68 $ 53.80 $ 42.95
Asset coverage, per $1,000 of principal
       amount of senior notes and credit
       facility borrowings(9) $ 4,206 $ 3,858 $ 3,784 $ 4,667 $ 5,047 $ 5,232
Asset coverage ratio of senior notes and
       credit facility borrowings(9) 421 % 386 % 378 % 467 % 505 % 523 %
Asset coverage, per $10 liquidation value
       per share of mandatory redeemable
       preferred stock(10) $ 32 $ 30 $ 26 $ 35 $ 41 $ 41
Asset coverage ratio of preferred stock(10) 322 % 297 % 255 % 354 % 406 % 408 %

(1) Information presented relates to a share of common stock outstanding for the entire period.
(2) The per common share data for the years ended November 30, 2016, 2015, 2014, 2013 and 2012 do not reflect the change in estimate of investment income and return of capital, for the respective year. See Note 2C to the financial statements for further disclosure.
(3) Represents underwriting and offering costs of less than $0.01 per share for the period from December 1, 2016 through February 28, 2017. Represents the premium on the shelf offerings of $0.02 per share, less the underwriting and offering costs of less than $0.01 per share for the year ended November 30, 2016. Represents underwriting and offering costs of less than $0.01 per share for the year ended November 30, 2015. Represents the premium on the shelf offerings of $0.02 per share, less the underwriting and offering costs of $0.01 per share for the year ended November 30, 2014. Represents the premium on the shelf offerings of $0.06 per share, less the underwriting and offering costs of $0.01 per share for the year ended November 30, 2013. Represents the premium on the shelf offerings of $0.08 per share, less the underwriting and offering costs of $0.01 per share for the year ended November 30, 2012.
(4) Not annualized for periods less than one full year.
(5) Total investment return is calculated assuming a purchase of common stock at the beginning of the period and a sale at the closing price on the last day of the period reported (excluding brokerage commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to TYG’s dividend reinvestment plan.
(6) Annualized for periods less than one full year.
(7) Less than 0.01% for the period from December 1, 2016 through February 28, 2017 and the years ended November 30, 2014 and 2013.
(8) For the period from December 1, 2016 through February 28, 2017, TYG accrued $88 for current income tax expense and $102,740,316 for net deferred income tax expense. For the year ended November 30, 2016, TYG accrued $57,075,786 for current income tax expense and $5,303,392 for net deferred income tax expense. For the year ended November 30, 2015, TYG accrued $66,785,732 for net current income tax expense and $550,449,662 for net deferred income tax benefit. For the year ended November 30, 2014, TYG accrued $52,981,532 for current income tax expense and $90,477,388 for net deferred income tax expense. For the year ended November 30, 2013, TYG accrued $23,290,478 for net current income tax expense and $140,745,675 for net deferred income tax expense. For the year ended November 30, 2012, TYG accrued $16,189,126 for current income tax expense and $66,613,182 for net deferred income tax expense.
(9) Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes and credit facility borrowings outstanding at the end of the period.
(10) Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes, credit facility borrowings and preferred stock outstanding at the end of the period.

See accompanying Notes to Financial Statements.

Tortoise Capital Advisors 41



 

 

NTG Financial Highlights

Period from
December 1, 2016
through Year Ended Year Ended Year Ended Year Ended Year Ended
February 28, November 30, November 30, November 30, November 30, November 30,
  2017    2016    2015    2014    2013    2012
(unaudited)
Per Common Share Data(1)
       Net Asset Value, beginning of period $ 19.22 $ 18.65 $ 29.83 $ 28.00 $ 24.50 $ 24.54
       Income (Loss) from Investment Operations
              Net investment loss(2) (0.10 ) (0.46 ) (0.32 ) (0.54 ) (0.42 ) (0.40 )
              Net realized and unrealized gain (loss)
                     on investments(2) 2.14 2.72 (9.17 ) 4.06 5.59 2.02
                            Total income (loss) from investment
                                   operations 2.04 2.26 (9.49 ) 3.52 5.17 1.62
       Distributions to Common Stockholders
              Return of capital (0.42 ) (1.69 ) (1.69 ) (1.69 ) (1.67 ) (1.66 )
       Capital stock transactions
              Premiums less underwriting discounts
                     and offering costs on issuance of
                     common stock(3) (0.00 ) (0.00 ) 0.00 0.00
       Net Asset Value, end of period $ 20.84 $ 19.22 $ 18.65 $ 29.83 $ 28.00 $ 24.50
       Per common share market value,
              end of period $ 20.49 $ 18.90 $ 16.18 $ 27.97 $ 27.22 $ 24.91
       Total investment return based on
              market value(4)(5) 10.71 % 27.99 % (37.08 )% 9.08 % 16.27 % 7.14 %
 
Supplemental Data and Ratios
       Net assets applicable to common
              stockholders, end of period (000’s) $              981,071 $       904,866 $ 876,409 $    1,401,926 $     1,315,866 $      1,140,635
       Average net assets (000’s) $ 960,910 $ 862,527 $    1,174,085 $ 1,404,751 $ 1,274,638 $ 1,157,421
       Ratio of Expenses to Average Net Assets(6)
              Advisory fees 1.58 % 1.56 % 1.56 % 1.48 % 1.38 % 1.34 %
              Other operating expenses 0.14 0.16 0.12 0.10 0.10 0.10
                     Total operating expenses,
                            before fee waiver 1.72 1.72 1.68 1.58 1.48 1.44
              Fee waiver (0.01 ) (0.09 ) (0.16 ) (0.23 ) (0.28 )
                     Total operating expenses 1.72 1.71 1.59 1.42 1.25 1.16
              Leverage expenses 1.75 1.95 1.42 1.09 1.08 1.20
              Income tax expense (benefit)(7) 23.70 7.25 (21.92 ) 7.04 11.09 3.86
                     Total expenses 27.17 % 10.91 % (18.91 )% 9.55 % 13.42 % 6.22 %

See accompanying Notes to Financial Statements.

42 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017



Period from
December 1, 2016
through Year Ended Year Ended Year Ended Year Ended Year Ended
February 28, November 30, November 30, November 30, November 30, November 30,
     2017      2016      2015      2014      2013      2012
(unaudited)
Ratio of net investment loss to average
       net assets before fee waiver(6) (2.06 )% (2.53 )% (1.36 )% (1.97 )% (1.76 )% (1.88 )%
Ratio of net investment loss to average
       net assets after fee waiver(6) (2.06 )% (2.52 )% (1.27 )% (1.81 )% (1.53 )% (1.60 )%
Portfolio turnover rate(4) 6.65 % 35.47 % 17.54 % 18.09 % 13.42 % 15.14 %
Credit facility borrowings,
       end of period (000’s) $ 45,700 $ 46,800 $ 62,800 $ 68,900 $ 27,200 $ 23,900
Senior notes, end of period (000’s) $             284,000 $      284,000 $      348,000 $      348,000 $      255,000 $      255,000
Preferred stock, end of period (000’s) $ 110,000 $ 110,000 $ 90,000 $ 90,000 $ 90,000 $ 90,000
Per common share amount of senior
       notes outstanding, end of period $ 6.03 $ 6.03 $ 7.40 $ 7.40 $ 5.43 $ 5.48
Per common share amount of net assets,
       excluding senior notes, end of period $ 26.87 $ 25.25 $ 26.05 $ 37.23 $ 33.43 $ 29.98
Asset coverage, per $1,000 of principal
       amount of senior notes and credit
       facility borrowings(8) $ 4,309 $ 4,068 $ 3,353 $ 4,579 $ 5,982 $ 5,412
Asset coverage ratio of senior notes and
       credit facility borrowings(8) 431 % 407 % 335 % 458 % 598 % 541 %
Asset coverage, per $25 liquidation value
       per share of mandatory redeemable
       preferred stock(9) $ 81 $ 76 $ 69 $ 94 $ 113 $ 102
Asset coverage ratio of preferred stock(9) 323 % 305 % 275 % 377 % 454 % 409 %

(1) Information presented relates to a share of common stock outstanding for the entire period.
(2) The per common share data for the years ended November 30, 2016, 2015, 2014, 2013 and 2012 do not reflect the change in estimate of investment income and return of capital, for the respective year. See Note 2C to the financial statements for further disclosure.
(3) Represents underwriting and offering costs of less than $0.01 per share for the years ended November 30, 2016 and 2015. Represents the premiums on the shelf offerings of less than $0.01 per share, less the underwriter discount and offering costs of less than $0.01 per share for the years ended November 30, 2013 and 2012.
(4) Not annualized for periods less than one full year.
(5) Total investment return is calculated assuming a purchase of common stock at the beginning of the period and a sale at the closing price on the last day of the period reported (excluding brokerage commissions). This calculation also assumes reinvestment of distributions at actual prices pursuant to NTG’s dividend reinvestment plan.
(6) Annualized for periods less than one full year.
(7) For the period from December 1, 2016 through February 28, 2017, NTG accrued $56,157,551 for net deferred income tax expense. For the year ended November 30, 2016, NTG accrued $1,891,670 for current income tax expense and $60,652,872 for net deferred income tax expense. For the year ended November 30, 2015, NTG accrued $200,550 for current income tax expense and $257,585,058 for net deferred income tax benefit. For the year ended November 30, 2014, NTG accrued $581,000 for current income tax expense and $98,329,597 for net deferred income tax expense. For the year ended November 30, 2013, NTG accrued $141,332,523 for net deferred income tax expense. For the year ended November 30, 2012, NTG accrued $44,677,351 for net deferred income tax expense.
(8) Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes and credit facility borrowings outstanding at the end of the period.
(9) Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes, credit facility borrowings and preferred stock outstanding at the end of the period.

See accompanying Notes to Financial Statements.

Tortoise Capital Advisors 43



 

 

TTP Financial Highlights


Period from
December 1, 2016
through Year Ended Year Ended Year Ended Year Ended Year Ended
    February 28,     November 30,     November 30,     November 30,     November 30,     November 30,
2017 2016 2015 2014 2013 2012
(unaudited)
Per Common Share Data(1)
      Net Asset Value, beginning of period $ 23.42 $ 19.71 $ 35.04 $ 30.33 $ 25.24 $ 24.42
      Income (Loss) from Investment Operations  
            Net investment income (loss)(2) (0.03 ) 0.04 0.22 0.08 0.10 0.12
            Net realized and unrealized gain (loss)(2) 0.56 5.30 (13.60 ) 6.26 6.62 2.33
                  Total income (loss) from investment
                        operations 0.53 5.34 (13.38 ) 6.34 6.72 2.45
      Distributions to Common Stockholders
            Net investment income (0.16 ) (0.38 ) (0.34 ) (0.02 ) (0.57 ) (0.24 )
            Net realized gain (1.25 ) (1.61 ) (1.61 ) (1.03 ) (1.07 )
            Return of capital (0.25 ) (0.03 ) (0.32 )
                  Total distributions to common
                        stockholders (0.41 ) (1.63 ) (1.95 ) (1.63 ) (1.63 ) (1.63 )
      Net Asset Value, end of period $ 23.54 $ 23.42 $ 19.71 $ 35.04 $ 30.33 $ 25.24
      Per common share market value,
            end of period $ 21.45 $ 21.55 $ 17.47 $ 32.50 $ 28.11 $ 24.15
      Total investment return based on
            market value(3)(4) 1.45 % 34.89 % (41.19 )% 21.68 % 23.44 % 3.18 %
 
Supplemental Data and Ratios
      Net assets applicable to common
            stockholders, end of period (000’s) $              235,779 $         234,539 $      197,443 $       350,975 $       303,797 $       252,508
      Average net assets (000’s) $ 242,897 $ 192,888 $ 292,473 $ 357,486 $ 289,876 $ 253,815
      Ratio of Expenses to Average Net Assets(5)
            Advisory fees 1.40 % 1.48 % 1.44 % 1.37 % 1.42 % 1.44 %
            Other operating expenses 0.25 0.29 0.22 0.18 0.19 0.21
                  Total operating expenses,
                        before fee waiver 1.65 1.77 1.66 1.55 1.61 1.65
            Fee waiver (0.02 ) (0.07 ) (0.14 ) (0.19 ) (0.26 ) (0.33 )
                  Total operating expenses 1.63 1.70 1.52 1.36 1.35 1.32
            Leverage expenses 0.94 1.23 0.93 0.75 0.90 1.03
                  Total expenses 2.57 % 2.93 % 2.45 % 2.11 % 2.25 % 2.35 %

See accompanying Notes to Financial Statements.
 
44 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017




Period from
December 1, 2016
through Year Ended Year Ended Year Ended Year Ended Year Ended
    February 28,     November 30,     November 30,     November 30,     November 30,     November 30,
2017 2016 2015 2014 2013 2012
(unaudited)
Ratio of net investment income (loss) to
      average net assets before fee waiver(5) (0.56 )% 0.12 % 0.60 % 0.02 % 0.08 % 0.16 %
Ratio of net investment income (loss) to  
      average net assets after fee waiver(5) (0.54 )% 0.19 % 0.74 % 0.21 % 0.34 % 0.49 %
Portfolio turnover rate(3) 5.47 % 90.22 % 18.84 % 18.45 % 31.43 % 34.65 %
Credit facility borrowings,
       end of period (000’s) $ 16,700 $ 16,600 $ 16,900 $ 26,000 $ 22,200 $ 16,600
Senior notes, end of period (000’s) $ 34,000 $ 34,000 $ 54,000 $ 49,000 $ 49,000 $ 49,000
Preferred stock, end of period (000’s) $               16,000 $         16,000 $         16,000 $         16,000 $         16,000 $         16,000
Per common share amount of senior
      notes outstanding, end of period $ 3.39 $ 3.39 $ 5.39 $ 4.89 $ 4.89 $ 4.90
Per common share amount of net assets,
      excluding senior notes, end of period $ 26.93 $ 26.81 $ 25.10 $ 39.93 $ 35.22 $ 30.14
Asset coverage, per $1,000 of principal
      amount of senior notes and credit
      facility borrowings(6) $ 5,966 $ 5,951 $ 4,010 $ 5,893 $ 5,492 $ 5,093
Asset coverage ratio of senior notes and
      credit facility borrowings(6) 597 % 595 % 401 % 589 % 549 % 509 %
Asset coverage, per $25 liquidation value
      per share of mandatory redeemable
      preferred stock(7) $ 113 $ 113 $ 82 $ 121 $ 112 $ 102
Asset coverage ratio of preferred stock(7) 453 % 452 % 327 % 486 % 448 % 409 %

(1) Information presented relates to a share of common stock outstanding for the entire period.
(2) The per common share data for the years ended November 30, 2016, 2015, 2014, 2013 and 2012 do not reflect the change in estimate of investment income and return of capital, for the respective year. See Note 2C to the financial statements for further disclosure.
(3) Not annualized for periods less than one full year.
(4) Total investment return is calculated assuming a purchase of common stock at the beginning of the period and a sale at the closing price on the last day of the period reported (excluding brokerage commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to TTP’s dividend reinvestment plan.
(5) Annualized for periods less than one full year.
(6) Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes and credit facility borrowings outstanding at the end of the period.
(7) Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes, credit facility borrowings and preferred stock outstanding at the end of the period.

See accompanying Notes to Financial Statements.
 
Tortoise Capital Advisors 45



 

 

NDP Financial Highlights


Period from
December 1, 2016 Period from
through Year Ended Year Ended Year Ended Year Ended July 31, 2012(1)
February 28, November 30, November 30, November 30, November 30, through
   2017     2016     2015     2014     2013     November 2012
(unaudited)
Per Common Share Data(2)
       Net Asset Value, beginning of period $ 16.95 $ 15.53 $ 22.76 $ 26.49 $ 22.73 $
       Public offering price 25.00
       Income (Loss) from Investment Operations
              Net investment income (loss)(3) (0.06 ) (0.12 ) (0.10 ) (0.12 ) 0.01 0.04
              Net realized and unrealized gain (loss)(3) (0.61 ) 3.29 (5.38 ) (1.86 ) 5.50 (0.65 )
                     Total income (loss) from investment
                            operations (0.67 ) 3.17 (5.48 ) (1.98 ) 5.51 (0.61 )
       Distributions to Common Stockholders  
              Net investment income(4) (0.00 ) (0.00 ) (0.27 ) (0.03 )
              Net realized gain (1.66 ) (1.42 ) (0.36 )
              Return of capital (0.44 ) (1.75 ) (1.75 ) (0.09 ) (0.06 ) (0.05 )
                     Total distributions to common
                            stockholders (0.44 ) (1.75 ) (1.75 ) (1.75 ) (1.75 ) (0.44 )
       Underwriting discounts and offering costs
              on issuance of common stock(5) (1.22 )
       Net Asset Value, end of period $ 15.84 $ 16.95 $ 15.53 $ 22.76 $ 26.49 $ 22.73
       Per common share market value,
              end of period $ 16.33 $ 15.85 $ 13.18 $ 21.29 $ 24.08 $ 22.33
       Total investment return based on
              market value(6)(7) 5.87 % 36.27 % (31.05 )% (5.16 )% 15.83 % (8.89 )%
 
Supplemental Data and Ratios
       Net assets applicable to common
              stockholders, end of period (000’s) $              230,201 $        246,088 $        225,410 $        330,458 $        384,471 $         329,676
       Average net assets (000’s) $ 247,529 $ 212,528 $ 288,672 $ 413,380 $ 366,900 $ 334,232
       Ratio of Expenses to Average Net Assets(8)
              Advisory fees 1.38 % 1.42 % 1.33 % 1.25 % 1.25 % 1.18 %
              Other operating expenses 0.24 0.29 0.21 0.16 0.16 0.20
                     Total operating expenses,
                            before fee waiver 1.62 1.71 1.54 1.41 1.41 1.38
              Fee waiver (0.04 ) (0.13 ) (0.13 ) (0.17 ) (0.17 ) (0.16 )
                     Total operating expenses 1.58 1.58 1.41 1.24 1.24 1.22
              Leverage expenses 0.41 0.37 0.21 0.14 0.16 0.10
                     Total expenses 1.99 % 1.95 % 1.62 % 1.38 % 1.40 % 1.32 %

See accompanying Notes to Financial Statements.
 
46 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017




Period from
December 1, 2016 Period from
through Year Ended Year Ended Year Ended Year Ended July 31, 2012(1)
February 28, November 30, November 30, November 30, November 30, through
    2017     2016     2015     2014     2013     November 2012
(unaudited)
Ratio of net investment income (loss) to
       average net assets before fee waiver(8) (1.49 )% (0.98 )% (0.61 )% (0.61 )% (0.13 )% 0.38 %
Ratio of net investment income (loss) to
       average net assets after fee waiver(8) (1.45 )% (0.85 )% (0.48 )% (0.44 )% 0.04 % 0.54 %
Portfolio turnover rate(6) 8.23 % 47.03 % 15.63 % 43.21 % 45.56 % 15.68 %
Credit facility borrowings,  
       end of period (000’s) $              65,100 $        63,800 $         61,800 $        56,200 $        56,300 $            49,000
Asset coverage, per $1,000 of principal
       amount of credit facility borrowings(9) $ 4,536 $ 4,857 $ 4,647 $ 6,880 $ 7,829 $ 7,728
Asset coverage ratio of credit facility
       borrowings(9) 454 % 486 % 465 % 688 % 783 % 773 %

(1) Commencement of operations.
(2) Information presented relates to a share of common stock outstanding for the entire period.
(3) The per common share data for the years ended November 30, 2016, 2015, 2014 and 2013 and the period from July 31, 2012 through November 30, 2012 do not reflect the change in estimate of investment income and return of capital, for the respective year. See Note 2C to the financial statements for further disclosure.
(4) Less than $0.01 for the years ended November 30, 2015 and 2014.
(5) Represents the dilution per common share from underwriting and other offering costs for the period from July 31, 2012 through November 30, 2012.
(6) Not annualized for periods less than one full year.
(7) Total investment return is calculated assuming a purchase of common stock at the beginning of the period (or 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 NDP’s dividend reinvestment plan.
(8) Annualized for periods less than one full year.
(9) Represents value of total assets less all liabilities and indebtedness not represented by credit facility borrowings at the end of the period divided by credit facility borrowings outstanding at the end of the period.

See accompanying Notes to Financial Statements.
 
Tortoise Capital Advisors 47



 



TPZ Financial Highlights


Period from
December 1, 2016
through Year Ended Year Ended Year Ended Year Ended Year Ended
February 28, November 30, November 30, November 30, November 30, November 30,
2017      2016 2015 2014 2013 2012
    (unaudited)                
Per Common Share Data(1)
      Net Asset Value, beginning of period $ 23.89 $ 21.23 $ 31.08 $ 28.12 $ 26.76 $ 25.37
      Income (loss) from Investment Operations
            Net investment income(2) 0.16 0.71 0.88 0.81 0.76 0.72
            Net realized and unrealized gain (loss)(2) 1.01 3.49 (7.87 ) 3.65 2.10 2.17
                  Total income (loss) from investment
                        operations 1.17 4.20 (6.99 ) 4.46 2.86 2.89
      Distributions to Common Stockholders
            Net investment income (0.38 ) (1.29 ) (0.91 ) (0.90 ) (0.50 ) (0.88 )
            Net realized gain (0.25 ) (1.95 ) (0.60 ) (1.00 ) (0.62 )
                  Total distributions to common
                        stockholders (0.38 ) (1.54 ) (2.86 ) (1.50 ) (1.50 ) (1.50 )
      Net Asset Value, end of period $                  24.68 $           23.89 $          21.23 $           31.08 $           28.12 $           26.76
      Per common share market value,
            end of period $ 22.56 $ 21.43 $ 18.53 $ 26.90 $ 24.74 $ 25.26
      Total investment return based on
            market value(3)(4) 7.02 % 25.57 % (22.54 )% 14.94 % 3.80 % 10.83 %
      Total investment return based on
            net asset value(3)(5) 5.02 % 22.18 % (23.19 )% 16.84 % 11.36 % 11.90 %
 
Supplemental Data and Ratios
      Net assets applicable to common
            stockholders, end of period (000’s) $ 171,566 $ 166,073 $ 147,563 $ 216,048 $ 195,484 $ 186,034
      Average net assets (000’s) $ 171,188 $ 146,274 $ 187,752 $ 208,698 $ 193,670 $ 182,224
      Ratio of Expenses to Average Net Assets(6)
            Advisory fees 1.23 % 1.27 % 1.20 % 1.12 % 1.13 % 1.13 %
            Other operating expenses 0.31 0.39 0.31 0.26 0.26 0.27
                  Total operating expenses,
                        before fee waiver 1.54 1.66 1.51 1.38 1.39 1.40
            Fee waiver (0.01 ) (0.07 ) (0.12 ) (0.12 )
                  Total operating expenses 1.54 1.66 1.50 1.31 1.27 1.28
            Leverage expenses 0.46 0.44 0.26 0.19 0.25 0.44
                  Total expenses 2.00 % 2.10 % 1.76 % 1.50 % 1.52 % 1.72 %

See accompanying Notes to Financial Statements.
 
48 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017




Period from
December 1, 2016
through Year Ended Year Ended Year Ended Year Ended Year Ended
February 28, November 30, November 30, November 30, November 30, November 30,
    2017     2016     2015     2014     2013     2012
(unaudited)
Ratio of net investment income to average
       net assets before fee waiver(6) 2.53 % 3.39 % 3.25 % 2.62 % 2.62 % 2.64 %
Ratio of net investment income to average
       net assets after fee waiver(6) 2.53 % 3.39 % 3.26 % 2.69 % 2.74 % 2.76 %
Portfolio turnover rate(3) 5.56 % 40.61 % 30.99 % 18.39 % 12.21 % 13.67 %
Credit facility borrowings,  
       end of period (000’s) $               51,100 $          50,600 $         49,900 $         42,400 $        37,400 $         16,400
Senior notes, end of period (000’s) $ 20,000
Per common share amount of senior
       notes outstanding, end of period $ 2.88
Per common share amount of net assets,
       excluding senior notes, end of period $ 24.68 $ 23.89 $ 21.23 $ 31.08 $ 28.12 $ 29.64
Asset coverage, per $1,000 of principal
       amount of senior notes and credit
       facility borrowings(7) $ 4,357 $ 4,282 $ 3,957 $ 6,095 $ 6,227 $ 6,111
Asset coverage ratio of senior notes and
       credit facility borrowings(7) 436 % 428 % 396 % 610 % 623 % 611 %

(1) Information presented relates to a share of common stock outstanding for the entire period.
(2) The per common share data for the years ended November 30, 2016, 2015, 2014, 2013 and 2012 do not reflect the change in estimate of investment income and return of capital, for the respective year. See Note 2C to the financial statements for further disclosure.
(3) Not annualized for periods less than one full year.
(4) Total investment return is calculated assuming a purchase of common stock at the beginning of the period and a sale at the closing price on the last day of the period reported (excluding brokerage commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to TPZ’s dividend reinvestment plan.
(5) Total investment return is calculated assuming a purchase of common stock at the beginning of period and a sale at net asset value on the last day of the period reported. The calculation also assumes reinvestment of distributions at actual prices pursuant to TPZ’s dividend reinvestment plan.
(6) Annualized for periods less than one full year.
(7) Represents value of total assets less all liabilities and indebtedness not represented by senior notes and credit facility borrowings at the end of the period divided by senior notes and credit facility borrowings outstanding at the end of the period.

See accompanying Notes to Financial Statements.
 
Tortoise Capital Advisors 49



 



Notes to Financial Statements (unaudited)
February 28, 2017

1. General Organization

This report covers the following companies, each of which is listed on the New York Stock Exchange (“NYSE”): Tortoise Energy Infrastructure Corp. (“TYG”), Tortoise MLP Fund, Inc. (“NTG”), Tortoise Pipeline & Energy Fund, Inc. (“TTP”), Tortoise Energy Independence Fund, Inc. (“NDP”), and Tortoise Power and Energy Infrastructure Fund, Inc. (“TPZ”). These companies are individually referred to as a “Fund” or by their respective NYSE symbols, or collectively as the “Funds,” and each is a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). Each of TYG, NTG, TTP and NDP has a primary investment objective to seek a high level of total return with an emphasis on current distributions. TPZ has a primary investment objective to provide a high level of current income, with a secondary objective of capital appreciation.

2. Significant Accounting Policies

The Funds follow accounting and reporting guidance applicable to investment companies under U.S. generally accepted accounting principles (“GAAP”).

A. Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the amount of income and expenses during the period reported. Actual results could differ from those estimates.

B. Security Valuation
In general, and where applicable, the Funds use readily available market quotations based upon the last updated sales price from the principal market to determine fair value. The Funds primarily own securities that are listed on a securities exchange or are traded in the over-the-counter market. The Funds value 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 Funds use the price from the exchange that it considers to be the principal exchange on which the security is traded. Securities listed on the NASDAQ are 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 is valued at the mean between the last bid price and last ask price on such day. These securities are categorized as Level 1 in the fair value hierarchy as further described below.

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 a Fund’s ability to dispose of them. Investments in private placement securities and other securities for which market quotations are not readily available are valued in good faith by using fair value procedures. 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 affect the value of a Fund’s portfolio securities before the net asset value has been calculated (a “significant event”), the portfolio securities so affected are generally priced using fair value procedures.

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 security’s liquidity and 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. 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. 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.

Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity. Unobservable inputs reflect the Funds’ own beliefs about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Unobservable inputs are developed based on the best information available in the circumstances, which might include the Fund’s own data. The Fund’s own data are adjusted if information is reasonably available without undue cost and effort that indicates that market participants would use different assumptions. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values the would have been used had an active market existed.

Exchange-traded options are valued at the last reported sale price on any exchange on which they trade. If no sales are reported on any exchange on the measurement date, exchange-traded options are valued at the mean between the last highest bid and last lowest asked prices obtained as of the closing of the exchanges on which the option is traded. The value of Flexible Exchange Options (FLEX Options) are determined (i) by an evaluated price as determined by a third-party valuation service; or (ii) by using a quotation provided by a broker-dealer.

The Funds generally value debt securities at evaluated bid prices obtained from an independent third-party valuation service that utilizes a pricing matrix based upon yield data for securities with similar characteristics, or based on a direct written broker-dealer quotation from a dealer who has made a market in the security. Debt securities with 60 days or less to maturity at time of purchase are valued on the basis of amortized cost, which approximates market value.

Interest rate swap contracts are valued by using industry-accepted models, which discount the estimated future cash flows based on a forward rate curve and the stated terms of the interest rate swap agreement by using interest rates currently available in the market, or based on dealer quotations, if available, and are categorized as Level 2 in the fair value hierarchy.

50 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

Notes to Financial Statements (unaudited) (continued)

Various inputs are used in determining the fair value of the Funds’ investments and financial instruments. 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 a Fund’s 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 tables provide the fair value measurements of applicable assets and liabilities by level within the fair value hierarchy as of February 28, 2017. These assets and liabilities are measured on a recurring basis.

TYG:                        
Description Level 1 Level 2 Level 3 Total
Assets
Investments:
       Master Limited Partnerships(a) $ 2,749,199,465 $ 26,463,919 $ $ 2,775,663,384
       Preferred Stock(a) 17,145,720 24,640,171 41,785,891
       Short-Term Investment(b) 197,137 197,137
Total Assets $ 2,766,542,322 $ 26,463,919 $ 24,640,171 $ 2,817,646,412
Liabilities  
Interest Rate Swap Contracts $  — $ 248,265 $ $ 248,265
 
NTG:  
Description Level 1 Level 2 Level 3 Total
Assets
Investments:
       Master Limited Partnerships(a) $ 1,609,937,038 $ 15,576,527 $ $ 1,625,513,565
       Preferred Stock(a) 8,708,175 13,874,960 22,583,135
       Short-Term Investment(b) 322,685 322,685
Total Assets $ 1,618,967,898 $ 15,576,527 $ 13,874,960 $ 1,648,419,385
 
TTP:
Description Level 1 Level 2 Level 3 Total
Assets
Investments:
       Common Stock(a) $ 203,214,243 $  — $ $ 203,214,243
       Master Limited Partnerships and Related Companies(a) 91,050,166 765,097 91,815,263
       Preferred Stock(a) 5,453,775 2,387,236 7,841,011
       Short-Term Investment(b) 222,981 222,981
Total Assets $ 299,941,165 $ 765,097 $ 2,387,236 $ 303,093,498
Liabilities
Written Call Options $ 53,648 $ 26,574 $ $ 80,222
 
NDP:
Description Level 1 Level 2 Level 3 Total
Assets
Investments:
       Common Stock(a) $ 211,069,524 $ 2,132,577 $ $ 213,202,101
       Master Limited Partnerships and Related Companies(a) 77,574,023 777,718 78,351,741
       Preferred Stock(a) 1,610,685 2,261,532 3,872,217
       Short-Term Investment(b) 141,979 141,979
Total Assets $ 290,396,211 $ 2,910,295 $ 2,261,532 $ 295,568,038
Liabilities
Written Call Options $ 313,042 $ 157,374 $ $ 470,416

Tortoise Capital Advisors 51



 



Notes to Financial Statements (unaudited) (continued)

TPZ:
Description       Level 1       Level 2       Level 3       Total
Assets
Investments:
       Corporate Bonds(a) $ $ 110,165,208 $ $ 110,165,208
       Master Limited Partnerships and Related Companies(a) 65,711,959 541,712 66,253,671
       Common Stock(a) 37,434,399 37,434,399
       Preferred Stock(a) 5,392,476 1,908,204 7,300,680
       Short-Term Investment(b) 121,791 121,791
Total Assets $ 108,660,625 $ 110,706,920 $ 1,908,204 $ 221,275,749
Liabilities
Interest Rate Swap Contracts $ $ 53,503 $ $ 53,503

(a) All other industry classifications are identified in the Schedule of Investments.
(b) Short-term investment is a sweep investment for cash balances.

The Funds utilize the beginning of reporting period method for determining transfers between levels. During the period ended February 28, 2017, Rice Midstream Partners LP common units held by TYG, NTG, TTP, NDP, and TPZ in the amount of $37,261,802, $21,904,472, $2,844,385, $2,865,468, and $2,019,828, respectively, were transferred from Level 2 to Level 1 when they converted into registered and unrestricted common units of Rice Midstream Partners LP. There were no other transfers between levels for the Funds during the period ended February 28, 2017.

The following tables present each Fund’s assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the period ended February 28, 2017:

Preferred Stock       TYG       NTG       TTP       NDP       TPZ
Balance — beginning of period $ 22,478,411 $ 12,657,666 $ 2,177,797 $ 2,063,121 $ 1,740,791
Purchases
Return of capital (516,753 ) (290,985 ) (50,065 ) (47,429 ) (40,019 )
Sales
Total realized gains
Change in unrealized gains 2,678,513 1,508,279 259,504 245,840 207,432
Balance — end of period $ 24,640,171 $ 13,874,960 $ 2,387,236 $ 2,261,532 $ 1,908,204
 
Warrants TYG NTG TTP NDP TPZ
Balance — beginning of period $ 14,662,641 $ 8,256,558 $ 1,420,555 $ 1,345,782 $ 1,135,487
Purchases
Return of capital
Sales (15,779,244 ) (8,885,319 ) (1,528,735 ) (1,448,266 ) (1,221,957 )
Total realized gains 12,633,897 7,114,164 1,224,001 1,159,579 978,372
Change in unrealized gains (11,517,294 )   (6,485,403 )   (1,115,821 )   (1,057,095 )      (891,902 )
Balance — end of period $  — $  — $  — $ $
 
TYG NTG TTP NDP TPZ
Change in unrealized gains on
       investments still held at February 28, 2017 $ 2,678,513 $ 1,508,279 $ 259,504 $ 245,840 $ 207,432

The Funds own units of preferred stock of Targa Resources Corp. that were issued in a private placement transaction that closed on March 16, 2016. The preferred stock provides the purchaser an option to convert into common stock after 12 years. In addition, the preferred stock can be repurchased by the issuer at a price of $1,100 per share after five years and $1,050 per share after six years. As part of the transaction, each Fund received two classes of warrants. On December 29, 2016 each fund exercised warrant shares in full in exchange for common shares of Targa Resources Corp.

A lattice model is being utilized to determine fair value of the preferred stock. The Funds estimate future volatility of the underlying common stock price and the discount rate to apply to expected future cash flows. Unobservable inputs used to determine the discount rate include an illiquidity spread due to the shares being issued in the private market and a seniority spread due to the purchased private preferred units being lower in the capital structure than the issuer’s public preferred stock. An increase (decrease) in the illiquidity spread or seniority spread would lead to a corresponding decrease (increase) in fair value of the preferred stock. An increase (decrease) in estimated future volatility would lead to a corresponding increase (decrease) in fair value of the preferred stock.

52 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

Notes to Financial Statements (unaudited) (continued)

The following tables summarize the fair value and significant unobservable inputs that each Fund used to value its portfolio investments categorized as Level 3 as of February 28, 2017:

Assets at Fair Value       TYG       NTG       TTP       NDP       TPZ
Preferred Stock $ 24,640,171 $ 13,874,960 $ 2,387,236 $ 2,261,532 $ 1,908,204

Assets at Fair Value            Valuation Technique            Unobservable Inputs            Input
Preferred Stock Lattice model Illiquidity spread 1.25 %
Preferred Stock Lattice model Seniority spread 0.25 %

C. Securities Transactions and Investment Income
Securities 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 income and distributions are recorded on the ex-dividend date. Distributions received from investments generally are comprised of ordinary income and return of capital. The Funds estimate the allocation of distributions between investment income and return of capital at the time such distributions are received based on historical information or regulatory filings. These estimates may subsequently be revised based on actual allocations received from the portfolio companies 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 Funds.

For the period from December 1, 2016 through February 28, 2017, the Funds estimated the allocation of investment income and return of capital for dividends and distributions received from investments within the Statements of Operations as follows:

      TYG       NTG       TTP       NDP       TPZ
Investment income 13 % 4 % 34 % 22 % 24 %
Return of capital 87 % 96 % 66 % 78 % 76 %

In addition, the Funds may be subject to withholding taxes on foreign-sourced income. The Funds accrue 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 Funds translate 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 Funds do not isolate the 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 securities.

E. Federal and State Income Taxation
Each of TYG and NTG, as corporations, are obligated to pay federal and state income tax on its taxable income. Currently, the highest regular marginal federal income tax rate for a corporation is 35%. Each of TYG and NTG may be subject to a 20% federal alternative minimum tax (“AMT”) on its federal alternative minimum taxable income to the extent that its AMT exceeds its regular federal income tax.

TTP, NDP and TPZ each qualify as a regulated investment company (“RIC”) under the Internal Revenue Code (“IRC”). As a result, TTP, NDP and TPZ generally will not be subject to U.S. federal income tax on income and gains that they distribute each taxable year to stockholders if they meet certain minimum distribution requirements. RICs are required to distribute substantially all of their income, in addition to meeting certain asset diversification requirements, and are subject to a 4% non-deductible U.S. federal excise tax on certain undistributed income unless the fund makes sufficient distributions to satisfy the excise tax avoidance requirement.

The Funds invest in master limited partnerships (“MLPs”), which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, each Fund reports its allocable share of the MLP’s taxable income in computing its own taxable income. The Funds’ tax expense or benefit, if applicable, is included in the Statements of Operations based on the component of income or gains (losses) to which such expense or benefit relates. For TYG and NTG, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

The Funds recognize 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 Funds’ policy is to record interest and penalties on uncertain tax positions as part of tax expense. As of February 28, 2017, the Funds had no uncertain tax positions and no penalties or interest was accrued. The Funds do not expect any change in their unrecognized tax positions in the next twelve months. The tax years ended on the following dates remain open to examination by federal and state tax authorities:

TYG — November 30, 2013 through 2016

NTG — November 30, 2010 through 2016

TTP, NDP and TPZ — November 30, 2013 through 2016

Tortoise Capital Advisors 53



 



Notes to Financial Statements (unaudited) (continued)

F. Distributions to Stockholders
Distributions to common stockholders are recorded on the ex-dividend date. The Funds may not declare or pay distributions to its common stockholders if it does not meet asset coverage ratios required under the 1940 Act or the rating agency guidelines for its debt and preferred stock following such distribution. 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.

As RICs, TTP, NDP and TPZ each intend to make cash distributions of its investment company taxable income and capital gains to common stockholders. In addition, on an annual basis, TTP, NDP and TPZ each 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. Distributions paid to stockholders in excess of investment company taxable income and net realized gains will be treated as return of capital to stockholders.

Distributions to mandatory redeemable preferred (“MRP”) stockholders are accrued daily based on applicable distribution rates for each series and paid periodically according to the terms of the agreements. The Funds may not declare or pay distributions to its preferred stockholders if it does not meet a 200% asset coverage ratio for its debt or the rating agency basic maintenance amount for the debt following such distribution. The character of distributions to preferred stockholders made during the year may differ from their ultimate characterization for federal income tax purposes.

For tax purposes, distributions to stockholders for the year ended November 30, 2016 were characterized as follows:

TYG NTG TTP* NDP TPZ*
      Common       Preferred       Common       Preferred       Common       Preferred       Common       Common
Qualified dividend income     86 %         100 %                         39 %         39 %                 11 %    
Ordinary dividend income 58 % 58 % 80 %
Return of capital 14 % 100 % 100 % 100 %
Long-term capital gain 3 % 3 % 9 %

* For Federal income tax purposes, distributions of short-term capital gains are included in qualified dividend income.

The tax character of distributions paid to common and preferred stockholders for the current year will be determined subsequent to November 30, 2017.

G. Offering and Debt Issuance Costs
Offering costs related to the issuance of common stock are charged to additional paid-in capital when the stock is issued. Debt issuance costs related to senior notes and MRP Stock are capitalized and amortized over the period the debt or MRP Stock is outstanding.

TYG:
Offering costs (excluding underwriter discounts and commissions) of $3,010 related to the issuance of common stock were recorded to additional paid-in capital during the period ended February 28, 2017.

There were no offering or debt issuance costs recorded during the period ended February 28, 2017, for NTG, TTP, NDP or TPZ.

H. Derivative Financial Instruments
The Funds have established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. The Funds do not hold or issue derivative financial instruments for speculative purposes. All derivative financial instruments are recorded at fair value with changes in fair value during the reporting period, and amounts accrued under the agreements, included as unrealized gains or losses in the accompanying Statements of Operations. Derivative instruments that are subject to an enforceable master netting arrangement allow a Fund and the counterparty to the instrument to offset any exposure to the other party with amounts owed to the other party. The fair value of derivative financial instruments in a loss position are offset against the fair value of derivative financial instruments in a gain position, with the net fair value appropriately reflected as an asset or liability within the accompanying Statements of Assets & Liabilities.

TYG and TPZ use interest rate swap contracts in an attempt to manage interest rate risk. Cash settlements under the terms of the interest rate swap contracts and the termination of such contracts are recorded as realized gains or losses in the accompanying Statements of Operations.

TTP and NDP seek to provide current income from gains earned through an option strategy that normally consists of writing (selling) call options on selected equity securities held in the portfolio (“covered calls”). The premium received on a written call option is initially 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 are recorded as a realized gain on the expiration date. Premiums received from writing call options that are exercised are 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, the realized gain (loss) is the difference between the premium received and the amount paid to repurchase the option.

54 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

Notes to Financial Statements (unaudited) (continued)

I. Indemnifications
Under each of the Funds’ organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds may enter into contracts that provide general indemnification to other parties. A Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred, and may not occur. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.

J. Cash and Cash Equivalents
Cash and cash equivalents include short-term, liquid investments with an original maturity of three months or less and money market fund accounts.

K. Recent Accounting and Regulatory Updates
In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03 “Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs”. ASU 2015-03 requires that debt issuance costs related to a note be reported in the balance sheet as a direct deduction from the face amount of that note. ASU 2015-03 is effective for fiscal years beginning on or after December 15, 2015 and interim periods within these fiscal years, and must be applied retrospectively. The funds adopted ASU 2015-03 during the period ended February 28, 2017. For TYG, NTG and TTP, accrued deferred debt issuance and offering costs related to senior notes were reclassified from “Prepaid expenses and other assets” to “Senior notes, net” and accrued deferred offering costs related to mandatory redeemable preferred stock were reclassified from “Prepaid expenses and other assets” to “Mandatory redeemable preferred stock, net” on the Statements of Assets & Liabilities. There was no impact to the financial statements related to the adoption of ASU 2015-03 for NDP and TPZ.

In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the financial statements and related disclosures.

3. Concentration Risk

Each of the Funds concentrates its investments in the energy sector. Funds that primarily invest in a particular sector may experience greater volatility than companies investing in a broad range of industry sectors. A Fund may, for defensive purposes, temporarily invest all or a significant portion of its assets in investment grade securities, short-term debt securities and cash or cash equivalents. To the extent a Fund uses this strategy, it may not achieve its investment objective.

4. Agreements

The Funds have each entered into an Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. (the “Adviser”). The Funds each pay the Adviser a fee based on the Fund’s average monthly total assets (including any assets attributable to leverage and excluding any net deferred tax asset) minus accrued liabilities (other than net deferred tax liability, debt entered into for purposes of leverage and the aggregate liquidation preference of outstanding preferred stock) (“Managed Assets”), in exchange for the investment advisory services provided. Average monthly Managed Assets is the sum of the daily Managed Assets for the month divided by the number of days in the month. Accrued liabilities are expenses incurred in the normal course of each Fund’s operations. Waived fees are not subject to recapture by the Adviser. The annual fee rates paid to the Adviser as of February 28, 2017 are as follows:

TYG — 0.95% up to $2,500,000,000, 0.90% between $2,500,000,000 and $3,500,000,000, and 0.85% above $3,500,000,000.

NTG — 0.95%.

TTP — 1.10%, less a fee waiver of 0.05% during calendar year 2016.

NDP — 1.10%, less a fee waiver of 0.10% during calendar year 2016.

TPZ — 0.95%.

In addition, the Adviser has contractually agreed to waive all fees due under the Investment Advisory Agreements for TYG and NTG related to the net proceeds received from the issuance of additional common stock under at-the-market equity programs for a six month period following the date of issuance.

U.S. Bancorp Fund Services, LLC serves as each Fund’s administrator. Each Fund pays the administrator a monthly fee computed at an annual rate of 0.04% of the first $1,000,000,000 of the Fund’s Managed Assets, 0.01% on the next $500,000,000 of Managed Assets and 0.005% on the balance of the Fund’s Managed Assets.

U.S. Bank, N.A. serves as the Funds’ custodian. Each Fund pays the custodian a monthly fee computed at an annual rate of 0.004% of the Fund’s U.S. Dollar-denominated assets and 0.015% of the Fund’s Canadian Dollar-denominated assets, plus portfolio transaction fees.

Tortoise Capital Advisors 55



 

Notes to Financial Statements (unaudited) (continued)

5. Income Taxes

TYG and NTG:
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of TYG’s and NTG’s deferred tax assets and liabilities as of February 28, 2017 are as follows:

TYG NTG
Deferred tax assets:            
       Net operating loss carryforwards $ 42,878,138 $ 53,065,864
       Capital loss carryforwards 529,366 14,505,647
       AMT credit 2,667,784
  43,407,504 70,239,295
Deferred tax liabilities:  
       Basis reduction of investment in MLPs 342,330,214   177,020,159
       Net unrealized gains on investment securities 255,558,888 110,784,735
  597,889,102 287,804,894
Total net deferred tax liability $   554,481,598 $   217,565,599

At February 28, 2017, a valuation allowance on deferred tax assets was not deemed necessary because each of TYG and NTG believe it is more likely than not that there is an ability to realize its deferred tax assets through future taxable income. Any adjustments to TYG’s or NTG’s estimates of future taxable income will be made in the period such determination is made.

Total income tax expense for each of TYG and NTG differs from the amount computed by applying the federal statutory income tax rate of 35% to net investment loss and net realized and unrealized gains on investments for the period ended February 28, 2017, as follows:

TYG NTG
Application of statutory income tax rate $ 96,953,809       $ 53,289,074
State income taxes, net of federal tax effect   5,124,701   2,420,847
Permanent differences 661,806 447,630
Other 88
Total income tax expense $   102,740,404 $   56,157,551

Total income taxes are computed by applying the federal statutory rate plus a blended state income tax rate.

For the period ended February 28, 2017, the components of income tax expense for TYG and NTG include the following:

TYG   NTG
Current state tax expense $ 88       $
Deferred tax expense
       Federal   97,582,390 53,717,253
       State (net of federal tax effect) 5,157,926 2,440,298
Total deferred tax expense 102,740,316 56,157,551
Total income tax expense $   102,740,404 $   56,157,551

TYG acquired all of the net assets of Tortoise Energy Capital Corporation (“TYY”) and Tortoise North American Energy Corporation (“TYN”) on June 23, 2014 in a tax-free reorganization under Section 368(a)(1)(C) of the IRC. As of November 30, 2016, TYG and NTG had net operating losses for federal income tax purposes of approximately $3,866,000 (from TYN) and $55,691,000, respectively. The net operating losses may be carried forward for 20 years. If not utilized, these net operating losses will expire in the year ending November 30, 2027 for TYG and in the years ending November 30, 2033 through 2035 for NTG. Utilization of TYG’s net operating losses from TYN is further subject to Section 382 limitations of the IRC, which limit tax attributes subsequent to ownership changes.

As of November 30, 2016, TYG and NTG had capital loss carryforwards of approximately $36,200,000 and $54,900,000, respectively, which may be carried forward for 5 years. If not utilized, these capital losses will expire in the year ending November 30, 2021. The capital losses for the year ended November 30, 2016 have been estimated based on information currently available. Such estimate is subject to revision upon receipt of the 2016 tax reporting information from the individual MLPs. For corporations, capital losses can only be used to offset capital gains and cannot be used to offset ordinary income. The amount of deferred tax asset for net operating losses and capital loss carryforwards at February 28, 2017 includes amounts for the period from December 1, 2016 through February 28, 2017. As of November 30, 2016, NTG had $2,667,784 of AMT credits available, which may be credited in the future against regular income tax and carried forward indefinitely.

56 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

Notes to Financial Statements (unaudited) (continued)

TTP, NDP and TPZ:
It is the intention of TTP, NDP and TPZ to each continue to qualify as a RIC under Subchapter M of the IRC 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 return of capital distributions from underlying investments, wash sales, straddles, swaps, differences in the timing of recognition of gains or losses on investments and distributions in excess of current earnings. These reclassifications have no impact on net assets or results of operations. Permanent book and tax basis differences, if any, may result in reclassifications of undistributed (accumulated) net investment income (loss), undistributed (accumulated) net realized gain (loss) and additional paid-in capital.

As of November 30, 2016, the components of accumulated earnings (deficit) on a tax basis were as follows:

TTP NDP TPZ
Unrealized appreciation $ 1,163,740       $ 1,015,411       $ 36,601,033  
Undistributed ordinary income 485,611
Undistributed long-term capital gain 917
Capital loss carryforwards (40,731,361 )
Qualified late year ordinary losses (1,417,779 )(1)
Other temporary differences    (2,095,433 )(2) (3,908,007 )(2) (18,441 )
Accumulated earnings (deficit) $ (446,082 ) $    (45,041,736 ) $    36,583,509

(1)  Qualified late year ordinary losses are net ordinary losses incurred between January 1 and the end of NDP’s fiscal year on November 30, 2016, per IRC Sec. 852(b)(8). Such losses may be deferred until the first day of NDP’s next fiscal year.
(2) Primarily related to losses deferred under straddle regulations per IRC Sec. 1092.

As of November 30, 2016, NDP had a short-term capital loss carryforward of approximately $10,200,000 and a long-term capital loss carryforward of approximately $30,500,000, which may be carried forward for an unlimited period under the Regulated Investment Company Modernization Act of 2010. To the extent NDP realizes future net capital gains, those gains will be offset by any unused capital loss carryforwards. Capital loss carryforwards will retain their character as either short-term or long-term capital losses. Thus, such losses must be used first to offset gains of the same character; for example, long-term loss carryforwards will first offset long-term gains, before they can be used to offset short-term gains. The capital losses for the year ended November 30, 2016 have been estimated based on information currently available. Such estimate is subject to revision upon receipt of the 2016 tax reporting information from the individual MLPs.

As of February 28, 2017, the aggregate cost of investments, aggregate gross unrealized appreciation and aggregate gross unrealized depreciation on a federal income tax basis were as follows:

TYG NTG TTP NDP TPZ
Cost of investments      $   1,194,919,873      $   861,852,310      $ 294,015,524      $   304,700,464      $   177,672,911
Gross unrealized appreciation of investments $ 1,623,074,646   $ 786,766,235   $ 27,509,140 $ 29,142,640 $ 44,729,599
Gross unrealized depreciation of investments (348,107 ) (199,160 ) (18,431,166 ) (38,275,066 ) (1,126,761 )
Net unrealized appreciation (depreciation) of investments $ 1,622,726,539 $ 786,567,075 $ 9,077,974 $ (9,132,426 ) $ 43,602,838

6. Restricted Securities

Certain of the Funds’ investments are restricted and are valued as determined in accordance with fair value procedures, as more fully described in Note 2. The carrying value per unit of unrestricted common units of Energy Transfer Equity, L.P. was $19.86 on January 6, 2017, the date of the purchase agreement and the date an enforceable right to acquire the restricted Energy Transfer Equity, L.P. units was obtained by each fund. The carrying value per unit of unrestricted common units of Centennial Resource Development, Inc. was $15.31 on November 27, 2016, the date of the agreement to assign and the date an enforceable right to acquire the restricted Centennial Resource Development, Inc. units was obtained by NDP. The following table shows the principal amount or shares, acquisition date(s), acquisition cost, fair value and the percent of net assets which the securities comprise at February 28, 2017.

TYG:  
Investment Security     Investment
Type
    Shares     Acquisition Date     Acquisition Cost     Fair Value     Fair Value
as Percent
of Net Assets
Energy Transfer Equity, L.P. Master Limited Partnership 1,509,636 1/12/17     $   27,173,448     $   26,463,919         1.7 %        
Targa Resources Corp.,    
       9.500% Preferred Stock 21,758 3/16/16 19,265,393 24,640,171 1.6
$ 46,438,841 $ 51,104,090 3.3 %

Tortoise Capital Advisors 57



 

Notes to Financial Statements (unaudited) (continued)

NTG:
Investment Security     Investment
Type
    Shares Acquisition Date     Acquisition Cost Fair Value     Fair Value
as Percent
of Net Assets
Energy Transfer Equity, L.P. Master Limited Partnership 888,564     1/12/17 $          15,994,152     $   15,576,527 1.6 %
Targa Resources Corp.,                
       9.500% Preferred Stock 12,252 3/16/16 10,848,405 13,874,960 1.4
$ 26,842,557 $ 29,451,487 3.0 %
 
TTP:
Investment Security Investment
Type
Shares Acquisition Date Acquisition Cost Fair Value Fair Value
as Percent
of Net Assets
Energy Transfer Equity, L.P. Master Limited Partnership 43,645 01/12/17 $ 785,610 $ 765,097 0.3 %
Targa Resources Corp.,
       9.500% Preferred Stock 2,108 03/16/16 1,866,506 2,387,236 1.0
$ 2,652,116 $ 3,152,333 1.3 %
 
NDP:
Investment Security Investment
Type
Shares Acquisition Date Acquisition Cost Fair Value Fair Value
as Percent
of Net Assets
Centennial Resource
       Development, Inc. Common Stock 117,239 12/28/2016 $ 1,704,655 $ 2,132,577 0.9 %
Energy Transfer Equity, L.P. Master Limited Partnership 44,365 01/12/17 798,570 777,718 0.3
Targa Resources Corp.,
       9.500% Preferred Stock 1,997 03/16/16 1,768,223 2,261,532 1.0
$ 4,271,448 $ 5,171,827 2.2 %

TPZ:
Investment Security    Investment
Type
   Principle
Amount/Shares
   Acquisition Date(s)    Acquisition Cost    Fair Value    Fair Value
as Percent
of Net Assets
Blue Racer Midstream, LLC,                          
       6.125%, 11/15/2022* Corporate Bond $   4,000,000 06/23/16-07/29/16 $ 3,810,000   $ 4,070,000 2.4 %
Cheniere Corp.,
       7.000%, 06/30/2024* Corporate Bond $ 4,000,000 05/19/16-10/24/16 4,207,500 4,480,000 2.6
Cheniere Corp.,
       5.875%, 03/31/2025* Corporate Bond $ 2,000,000   12/6/16   2,000,000     2,115,000 1.2
DCP Midstream LLC,
       9.750%, 03/15/2019*   Corporate Bond $ 4,000,000 08/07/09-08/16/12 3,674,870 4,510,000 2.6
Duquesne Light Holdings, Inc.,            
       6.400%, 09/15/2020* Corporate Bond $ 3,000,000 11/30/11 3,180,330 3,356,253 2.0
Duquesne Light Holdings, Inc.,  
       5.900%, 12/01/2021* Corporate Bond $ 2,000,000 11/18/11-12/05/11 2,074,420 2,238,582 1.3
Florida Gas Transmission Co., LLC,  
       5.450%, 07/15/2020* Corporate Bond $ 1,500,000 07/08/10-01/04/11 1,551,220 1,613,185 0.9
Gibson Energy Inc.,  
       6.750%, 07/15/2021* Corporate Bond $ 4,500,000 06/26/13-07/01/13 4,459,760 4,668,750 2.7
Midcontinent Express Pipeline, LLC,
       6.700%, 09/15/2019* Corporate Bond $ 2,000,000 09/09/09-03/02/10 2,061,010 2,140,000 1.3
Pattern Energy Group Inc.,
       5.875%,02/01/2024* Corporate Bond $ 1,000,000 01/20/17-01/24/17 1,011,875 1,026,250 0.6
PDC Energy Company,
       6.125%, 09/15/2024* Corporate Bond $ 2,000,000 09/28/16 2,047,500 2,065,000 1.2
Rockies Express Pipeline, LLC,
       6.000%, 01/15/2019* Corporate Bond $ 4,000,000 08/03/15 4,130,000 4,200,000 2.5
Ruby Pipeline, LLC,
       6.000%, 04/01/2022* Corporate Bond $ 1,500,000 09/17/12 1,616,250 1,591,050 0.9
Southern Star Central Corp.,
       5.125%, 07/15/2022* Corporate Bond $ 3,000,000 06/17/14 3,041,250 3,052,500 1.8
Energy Transfer Equity, L.P. Master Limited Partnership 30,902 01/12/17 556,236 541,712 0.3
Targa Resources Corp.,
       9.500% Preferred Stock 1,685 03/16/16 1,491,965 1,908,204 1.1
$ 40,914,186 $   43,576,486 25.4 %

*Security is eligible for resale under Rule 144A under the 1933 Act.

58 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

Notes to Financial Statements (unaudited) (continued)

7. Investment Transactions

For the period ended February 28, 2017, the amount of security transactions (other than U.S. government securities and short-term investments), is as follows:

     TYG      NTG      TTP      NDP      TPZ
Purchases   $ 172,767,550   $ 110,088,314   $   16,691,363 $   25,464,330   $   12,385,264
Sales $ 179,141,677 $ 105,838,427 $ 18,404,698 $ 27,776,280 $ 12,162,722

8. Senior Notes

TYG, NTG and TTP each have issued private senior notes (collectively, the “Notes”), which are unsecured obligations and, upon liquidation, dissolution or winding up of a Fund, will rank: (1) senior to all of the Fund’s outstanding preferred shares, if any; (2) senior to all of the Fund’s outstanding common shares; (3) on parity with any unsecured creditors of the Fund and any unsecured senior securities representing indebtedness of the Fund and (4) junior to any secured creditors of the Fund. Holders of the Notes are entitled to receive periodic cash interest payments until maturity. The Notes are not listed on any exchange or automated quotation system.

The Notes are redeemable in certain circumstances at the option of a Fund, subject to payment of any applicable make-whole amounts or early redemption premiums. The Notes for a Fund are also subject to a mandatory redemption if the Fund fails to meet asset coverage ratios required under the 1940 Act or the rating agency guidelines if such failure is not waived or cured. At February 28, 2017, each of TYG, NTG and TTP were in compliance with asset coverage covenants and basic maintenance covenants for its senior notes.

Details of each Fund’s outstanding Notes, including estimated fair value, as of February 28, 2017 are included below. The estimated fair value of each series of fixed-rate Notes was calculated, for disclosure purposes, by discounting future cash flows by a rate equal to the current U.S. Treasury rate with an equivalent maturity date, plus either 1) the spread between the interest rate on recently issued debt and the U.S. Treasury rate with a similar maturity date or 2) if there has not been a recent debt issuance, the spread between the AAA corporate finance debt rate and the U.S. Treasury rate with an equivalent maturity date plus the spread between the fixed rates of the Notes and the AAA corporate finance debt rate. The estimated fair value of floating rate Notes approximates the carrying amount because the interest rate fluctuates with changes in interest rates available in the current market. The estimated fair values in the following tables are Level 2 valuations within the fair value hierarchy.

TYG:
Series     Maturity Date Interest Rate     Payment Frequency     Notional
Amount
    Estimated
Fair Value
Series M September 27, 2017         2.75 %      Semi-Annual      $ 13,000,000 $ 13,196,071
Series BB September 27, 2017 2.75 %   Semi-Annual   12,000,000 12,180,989
Series I May 12, 2018 4.35 % Quarterly 10,000,000 10,260,013
Series X June 15, 2018   4.55 % Quarterly   12,500,000 12,965,332
Series N September 27, 2018   3.15 % Semi-Annual 10,000,000 10,236,838
Series CC   September 27, 2019 3.48 % Semi-Annual 15,000,000 15,472,376
Series J December 19, 2019 3.30 % Semi-Annual 15,000,000 15,269,852
Series Y June 14, 2020 2.77 % Semi-Annual 12,500,000 12,491,563
Series LL June 14, 2020 2.16 %(1) Quarterly 20,000,000 20,000,000
Series O September 27, 2020 3.78 % Semi-Annual 15,000,000 15,621,507
Series Z June 14, 2021 2.98 % Semi-Annual 12,500,000 12,482,224
Series R January 22, 2022 3.77 % Semi-Annual 25,000,000 25,644,248
Series DD September 27, 2022 4.21 % Semi-Annual 13,000,000 13,779,346
Series II December 18, 2022 3.22 % Semi-Annual 10,000,000 9,960,456
Series K December 19, 2022 3.87 % Semi-Annual 10,000,000 10,314,416
Series S January 22, 2023 3.99 % Semi-Annual 10,000,000 10,340,980
Series P September 27, 2023 4.39 % Semi-Annual 12,000,000 12,839,348
Series FF November 20, 2023 4.16 % Semi-Annual 10,000,000 10,487,375
Series JJ December 18, 2023 3.34 % Semi-Annual 20,000,000 19,875,651
Series T January 22, 2024 4.16 % Semi-Annual 25,000,000 26,022,430
Series L December 19, 2024 3.99 % Semi-Annual 20,000,000 20,660,272
Series AA June 14, 2025 3.48 % Semi-Annual 10,000,000 9,953,313
Series MM June 14, 2025 2.21 %(2) Quarterly 30,000,000 30,000,000
Series NN June 14, 2025 3.20 % Semi-Annual 30,000,000 29,241,924
Series KK December 18, 2025 3.53 % Semi-Annual 10,000,000 9,961,893
Series OO April 9, 2026 3.27 % Semi-Annual 30,000,000 29,408,258
           $ 412,500,000 $ 418,666,675

(1) Floating rate resets each quarter based on 3-month LIBOR plus 1.20%. The current rate is effective for the period from December 14, 2016 through March 13, 2017. The weighted-average interest rate for the period from December 1, 2016 through February 28, 2017 was 2.14%.
(2) Floating rate resets each quarter based on 3-month LIBOR plus 1.25%. The current rate is effective for the period from December 14, 2016 through March 13, 2017. The weighted-average interest rate for the period from December 1, 2016 through February 28, 2017 was 2.19%.

Tortoise Capital Advisors 59



 

Notes to Financial Statements (unaudited) (continued)

TYG’s Series G Notes with a notional amount of $30,000,000 and a fixed interest rate of 5.85% were paid in full upon maturity on December 21, 2016.

NTG:
Series Maturity Date Interest Rate Payment Frequency Notional
Amount
Estimated
Fair Value
Series C      December 15, 2017      3.73 %           Quarterly           $ 57,000,000      $ 58,129,530
Series I April 17, 2018 2.77 %   Semi-Annual 10,000,000 10,153,868
Series G May 12, 2018 4.35 % Quarterly 10,000,000 10,260,013
Series K September 9, 2019 2.25 %(1) Quarterly 35,000,000 35,000,000
Series D December 15, 2020 4.29 % Quarterly 112,000,000 117,895,620
Series J April 17, 2021   3.72 % Semi-Annual   30,000,000   31,090,135
Series L   April 17, 2021   2.47 %(2)   Quarterly   20,000,000 20,000,000
Series M April 17, 2021 3.06 % Semi-Annual 10,000,000 10,083,276
                   $ 284,000,000 $ 292,612,442

(1) Floating rate resets each quarter based on 3-month LIBOR plus 1.30%. The current rate is effective for the period from December 9, 2016 through March 8, 2017. The weighted-average rate for the period from December 1, 2016 through February 28, 2017 was 2.24%.
(2) Floating rate resets each quarter based on 3-month LIBOR plus 1.45%. The current rate is effective for the period from January 17, 2017 through April 16, 2017. The weighted-average rate for the period from December 1, 2016 through February 28, 2017 was 2.40%.

TTP:
Series Maturity Date      Interest Rate      Payment Frequency      Notional
Amount
     Estimated
Fair Value
Series C      December 15, 2018   3.49 %        Quarterly      $ 6,000,000   $ 6,140,513
Series F   December 12, 2020   3.01 % Semi-Annual 6,000,000 6,025,817
Series D December 15, 2021 4.08 % Quarterly       16,000,000 16,717,638
Series G December 12, 2022 2.00 %(1) Quarterly 6,000,000 6,000,000
            $   34,000,000 $   34,883,968

(1) Floating rate resets each quarter based on 3-month LIBOR plus 1.05%. The current rate is effective for the period from December 12, 2016 through March 12, 2017. The weighted-average interest rate for the period from December 1, 2016 through February 28, 2017 was 1.99%.

9. Mandatory Redeemable Preferred Stock

TYG, NTG and TTP each have issued and outstanding MRP Stock at February 28, 2017. The MRP Stock has rights determined by the Board of Directors. Except as otherwise indicated in the Funds’ Charter or Bylaws, or as otherwise required by law, the holders of MRP Stock have voting rights equal to the holders of common stock (one vote per MRP share) and will vote together with the holders of shares of common stock as a single class except on matters affecting only the holders of preferred stock or the holders of common stock. The 1940 Act requires that the holders of any preferred stock (including MRP Stock), voting separately as a single class, have the right to elect at least two directors at all times.

Under the Investment Company Act of 1940, a fund may not declare dividends or make other distributions on shares of common stock or purchases of such shares if, at the time of the declaration, distribution or purchase, asset coverage with respect to the outstanding MRP Stock would be less than 200%. The MRP Stock is also subject to a mandatory redemption if a Fund fails to meet an asset coverage ratio of at least 225% as determined in accordance with the 1940 Act or a rating agency basic maintenance amount if such failure is not waived or cured. At February 28, 2017, each of TYG, NTG and TTP were in compliance with asset coverage covenants and basic maintenance covenants for its MRP Stock.

Details of each Fund’s outstanding MRP Stock, including estimated fair value, as of February 28, 2017 is included below. The estimated fair value of each series of TYG, NTG and TTP MRP Stock was calculated for disclosure purposes by discounting future cash flows at a rate equal to the current U.S. Treasury rate with an equivalent maturity date, plus either 1) the spread between the interest rate on recently issued preferred stock and the U.S. Treasury rate with a similar maturity date or 2) if there has not been a recent preferred stock issuance, the spread between the AA corporate finance debt rate and the U.S. Treasury rate with an equivalent maturity date plus the spread between the fixed rates of the MRP Stock and the AA corporate finance debt rate. The estimated fair values of each series of the TYG, NTG and TTP MRP Stock are Level 2 valuations within the fair value hierarchy.

60 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

Notes to Financial Statements (unaudited) (continued)

TYG:
TYG has 65,000,000 shares of preferred stock authorized and 16,500,000 shares of MRP Stock outstanding at February 28, 2017. TYG’s MRP Stock has a liquidation value of $10.00 per share plus any accumulated but unpaid distributions, whether or not declared. Holders of the MRP D Stock and MRP E Stock are entitled to receive cash interest payments semi-annually at a fixed rate until maturity. The TYG MRP Stock is not listed on any exchange or automated quotation system.

Aggregate Liquidation Estimated
Series       Mandatory Redemption Date       Fixed Rate       Shares Outstanding       Preference       Fair Value
Series D          December 17, 2021          4.01%             8,500,000                     $ 85,000,000                  $ 85,819,588       
Series E December 17, 2024   4.34% 8,000,000     80,000,000     80,917,671
  16,500,000 $ 165,000,000 $ 166,737,259

TYG’s MRP Stock is redeemable in certain circumstances at the option of TYG, subject to payment of any applicable make-whole amounts.

NTG:
NTG has 10,000,000 shares of preferred stock authorized and 4,400,000 shares of MRP Stock outstanding at February 28, 2017. NTG’s MRP Stock has a liquidation value of $25.00 per share plus any accumulated but unpaid distributions, whether or not declared. Holders of NTG MRP Stock are entitled to receive cash interest payments each quarter at a fixed rate until maturity. The NTG MRP Stock is not listed on any exchange or automated quotation system.

Aggregate Liquidation Estimated
Series        Mandatory Redemption Date       Fixed Rate       Shares Outstanding       Preference       Fair Value
Series B          December 15, 2017          4.33%             2,600,000                       $ 65,000,000                  $ 66,341,305       
Series C December 8, 2020   3.73%   200,000       5,000,000     5,031,841
Series D     December 8, 2022 4.19% 1,600,000 40,000,000   40,338,980
4,400,000 $ 110,000,000 $ 111,712,126

NTG’s MRP Stock is redeemable in certain circumstances at the option of NTG, subject to payment of any applicable make-whole amounts.

TTP:
TTP has 10,000,000 shares of preferred stock authorized and 640,000 shares of MRP Stock outstanding at February 28, 2017. TTP’s MRP Stock has a liquidation value of $25.00 per share plus any accumulated but unpaid distributions, whether or not declared. Holders of TTP MRP Stock are entitled to receive cash interest payments each quarter at a fixed rate until maturity. The TTP MRP Stock is not listed on any exchange or automated quotation system.

  Aggregate Liquidation Estimated
Series       Mandatory Redemption Date       Fixed Rate          Shares Outstanding          Preference       Fair Value
Series A              December 15, 2018            4.29%           640,000                     $ 16,000,000                   $ 16,441,723       

TTP’s MRP Stock is redeemable in certain circumstances at the option of TTP, subject to payment of any applicable make-whole amounts.

Tortoise Capital Advisors 61



 



Notes to Financial Statements (unaudited) (continued)

10. Credit Facilities

The following table shows key terms, average borrowing activity and interest rates for the period during which the facility was utilized during the period from December 1, 2016 through February 28, 2017, as well as the principal balance and interest rate in effect at February 28, 2017 for each of the Funds’ credit facilities:

       TYG        TYG        NTG        TTP        NDP        TPZ
Bank of America,
Lending syndicate agent U.S. Bank, N.A. Scotia Bank, N.A. N.A. Scotia Bank, N.A. Scotia Bank, N.A. Scotia Bank, N.A.
Unsecured, Unsecured, Unsecured, Unsecured, Unsecured, Unsecured,
revolving credit revolving credit revolving credit revolving credit revolving credit revolving credit
Type of facility facility facility facility facility facility   facility
Borrowing capacity $157,500,000 $90,000,000 $117,000,000 $35,000,000 $80,000,000 $60,000,000
  364-day rolling 179-day rolling 179-day rolling
Maturity date June 13, 2017 June 22, 2018   June 13, 2017 evergreen evergreen evergreen
1-month LIBOR 1-month LIBOR 1-month LIBOR 1-month LIBOR 1-month LIBOR 1-month LIBOR
Interest rate plus 1.20%   plus 1.20% plus 1.20% plus 1.125%   plus 0.80% plus 0.80%
Non-usage fee 0.15% 0.15%(1) 0.15% 0.15% 0.20%(2) 0.20%(3)
For the period ended February 28, 2017:      
Average principal balance $66,900,000 $63,000,000 $51,200,000 $15,800,000(4) $64,600,000 $50,000,000
Average interest rate 1.95% 1.95% 1.95% 1.95%(4) 1.55% 1.55%
As of February 28, 2017:
Principal balance outstanding $61,400,000 $63,000,000 $45,700,000 $16,700,000(4) $65,100,000 $51,100,000
Interest rate 1.99% 1.99% 1.99% 1.96%(4) 1.59% 1.58%

(1) Non-usage fee is waived if the outstanding balance on the facility is at least $63,000,000.
(2) Non-usage fee is waived if the outstanding balance on the facility is at least $56,000,000.
(3) Non-usage fee is waived if the outstanding balance on the facility is at least $42,000,000.
(4) TTP’s credit facility allows for interest rates to be fixed on all or a portion of the outstanding principal balance. Amounts reflect activity on the credit facility for the period from December 1, 2016 through February 28, 2017 and include $7,000,000 of the outstanding principal balance that has a fixed rate of 2.03% for the period from June 30, 2015 through June 30, 2017.

Under the terms of the credit facilities, the Funds must maintain asset coverage required under the 1940 Act. If a Fund 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 February 28, 2017, each Fund was in compliance with credit facility terms.

11. Derivative Financial Instruments

The Funds have adopted the disclosure provisions of FASB Accounting Standard Codification 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires enhanced disclosures about the Funds’ use of and accounting for derivative instruments and the effect of derivative instruments on the Funds’ 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 Funds may use derivatives in an attempt to achieve an economic hedge, the Funds’ 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.

Interest Rate Swap Contracts
TYG and TPZ have each entered into interest rate swap contracts in an attempt to protect it from increasing interest expense on its leverage resulting from increasing interest rates. A decline in interest rates may result in a decline in the value of the swap contracts, which may result in a decline in the net assets of TYG and TPZ. At the time the interest rate swap contracts reach their scheduled termination, there is a risk that TYG and TPZ will not be able to obtain a replacement transaction, or that the terms of the replacement would not be as favorable as on the expiring transaction. In addition, if TYG or TPZ is required to terminate any swap contract early due to a decline in net assets below a threshold amount ($450,000,000 for TYG and $60,000,000 for TPZ) or failing to maintain a required 300% asset coverage of the liquidation value of the outstanding debt, then TYG or TPZ could be required to make a payment to the extent of any net unrealized depreciation of the terminated swaps, in addition to redeeming all or some of its outstanding debt. TYG and TPZ each segregate a portion of its assets as collateral for the amount of any net liability of its interest rate swap contracts.

62 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

Notes to Financial Statements (unaudited) (continued)

Details of the interest rate swap contracts outstanding for TYG as of February 28, 2017, are as follows:

Fixed Rate Floating Rate
Maturity Notional Paid by Received by Unrealized
Counterparty       Date       Amount       TYG       TYG       Depreciation
The Bank of Nova Scotia   09/02/2018         $ 5,000,000           1.815% 1-month U.S. Dollar LIBOR         $ (35,833 )       
The Bank of Nova Scotia 09/02/2021       10,000,000   2.381%   1-month U.S. Dollar LIBOR       (212,432 )
$ 15,000,000 $ (248,265 )

Details of the interest rate swap contracts outstanding for TPZ as of February 28, 2017, are as follows:

Fixed Rate Floating Rate Unrealized
Maturity Notional Paid by Received by Appreciation
Counterparty       Date       Amount       TPZ       TPZ       (Depreciation)
Wells Fargo Bank, N.A. 08/07/2017         $ 6,000,000         1.89%   3-month U.S. Dollar LIBOR         $ (21,990 )       
Wells Fargo Bank, N.A. 08/06/2018   6,000,000   1.95% 3-month U.S. Dollar LIBOR     (51,398 )
Wells Fargo Bank, N.A.   11/29/2019     6,000,000   1.33% 3-month U.S. Dollar LIBOR   60,029
Wells Fargo Bank, N.A. 08/06/2020 3,000,000 2.18% 3-month U.S. Dollar LIBOR (40,144 )
$ 21,000,000 $ (53,503 )

TYG and TPZ are exposed to credit risk on the interest rate swap contracts if the counterparty should fail to perform under the terms of the interest rate swap contracts. The amount of credit risk is limited to the net appreciation of the interest rate swap contracts, if any, as no collateral is pledged by the counterparty. In addition, if the counterparty to the interest rate swap contracts defaults, the Fund would incur a loss in the amount of the receivable and would not receive amounts due from the counterparty to offset the interest payments on the Fund’s leverage.

The average notional amount of all open swap agreements for TYG and TPZ for the period from December 1, 2016 through February 28, 2017 was approximately $15,000,000 and $22,000,000, respectively.

The following table presents TYG’s and TPZ’s interest rate swap contracts, each of which is subject to a netting agreement, on a gross and a net basis at February 28, 2017:

Gross Amounts Not Offset in the
Statement of Assets & Liabilities
Gross Amounts   Net Amounts of
  Offset in the Liabilities Presented in  
Gross Amounts Statements of the Statements  
of Recognized   Assets & of Assets & Financial Cash Collateral
Description     Assets     Liabilities     Liabilities     Instruments Received     Net Amount
TPZ: Interest Rate Swap Contracts $ 60,029 $ (60,029 )        $        $ $      $  —     
 
 
Gross Amounts Not Offset in the
Statement of Assets & Liabilities    
Gross Amounts Net Amounts of
Offset in the Liabilities Presented in  
Gross Amounts Statements of the Statements
of Recognized Assets & of Assets & Financial   Cash Collateral  
Description Liabilities Liabilities Liabilities Instruments Received Net Amount
TYG: Interest Rate Swap Contracts $ 248,265        $        $ 248,265 $ $ $ 248,265
TPZ: Interest Rate Swap Contracts $ 113,532 $ (60,029 ) $ 53,503 $ $ $ 53,503

Written Call Options
Transactions in written option contracts for TTP and NDP for the period from December 1, 2016 through February 28, 2017, are as follows:

TTP NDP
Number of Number of
      Contracts       Premium       Contracts       Premium
Options outstanding at November 30, 2016   5,857 $ 462,996 36,989 $ 2,153,562
Options written 17,025   1,219,110 115,398 5,769,477
Options closed*        (16,626 )   (1,242,120 )        (100,779 )   (5,451,857 )
Options exercised (581 ) (63,423 )   (590 )   (34,628 )
Options expired (7,016 ) (449,095 )
Options outstanding at February 28, 2017 5,675 $ 376,563 44,002 $ 1,987,459

* The aggregate cost of closing written option contracts was $844,183 for TTP and $2,720,695 for NDP, resulting in net realized gains of $397,937 and $2,731,162 for TTP and NDP, respectively.

Tortoise Capital Advisors 63



 



Notes to Financial Statements (unaudited) (continued)

The following table presents the types and fair value of derivatives by location as presented on the Statements of Assets & Liabilities at February 28, 2017:

Liabilities
Derivatives not accounted for as
hedging instruments under ASC 815       Location       Fair Value
TYG: Interest rate swap contracts Interest rate swap contracts   $ 248,265
TTP: Written equity call options   Options written, at fair value $ 80,222
NDP: Written equity call options Options written, at fair value $     470,416
TPZ: Interest rate swap contracts Interest rate swap contracts $ 53,503

The following table presents the effect of derivatives on the Statements of Operations for the period ended February 28, 2017:

Net Unrealized
Derivatives not accounted for as Location of Gains Net Realized Gain Appreciation
hedging instruments under ASC 815       (Losses) on Derivatives       (Loss) on Derivatives       of Derivatives
TYG: Interest rate swap contracts   Interest rate swaps            $ (59,413 )                 $ 116,786      
TTP: Written equity call options Options   $ 397,937       $ 1,291,702  
NDP: Written equity call options Options   $ 3,180,256 $ 7,677,882
TPZ: Interest rate swap contracts Interest rate swaps $ (50,475 ) $ 99,805

12. Subsequent Events

TYG:
TYG 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.

NTG:
NTG 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.

TTP:
TTP 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.

NDP:
NDP 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.

TPZ:
On March 31, 2017, TPZ paid a distribution in the amount of $0.125 per common share, for a total of $868,917. Of this total, the dividend reinvestment amounted to $12,750.

TPZ has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.

64 Tortoise Capital Advisors



 

2017 1st Quarter Report | February 28, 2017

Additional Information (unaudited)

Director and Officer Compensation
The Funds do 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 December 1, 2016 through February 28, 2017, the aggregate compensation paid by the Funds to the independent directors was as follows:

TYG        NTG        TTP        NDP        TPZ
$55,250 $44,000 $23,000 $23,000 $18,750

The Funds 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 each Fund’s 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 each Fund 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 each Fund uses to determine how to vote proxies relating to portfolio securities owned by the Fund and information regarding how each Fund voted proxies relating to the portfolio of securities during the 12-month period ended June 30, 2016 are available to stockholders (i) without charge, upon request by calling the Adviser at (913) 981-1020 or toll-free at (866) 362-9331 and on or through the Adviser’s Web site at www.tortoiseadvisors.com; and (ii) on the SEC’s Web site at www.sec.gov.

Form N-Q
Each Fund files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. Each Fund’s Form N-Q is available without charge upon request by calling the Adviser at (866) 362-9331 or by visiting the SEC’s Web site at www.sec.gov. In addition, you may review and copy each Fund’s Form N-Q at the SEC’s Public Reference Room in Washington D.C. You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.

Each Fund’s Form N-Qs are also available through the Adviser’s Web site at www.tortoiseadvisors.com.

Statement of Additional Information
The Statement of Additional Information (“SAI”) includes additional information about each Fund’s directors and is available upon request without charge by calling the Adviser at (866) 362-9331 or by visiting the SEC’s Web site at www.sec.gov.

Certifications
Each Fund’s Chief Executive Officer has submitted to the New York Stock Exchange the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual.

Each Fund has filed with the SEC, as an exhibit to its most recently filed Form N-CSR, the certification of its Chief Executive Officer and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act.

Privacy Policy
In order to conduct its business, each Fund collects and maintains certain nonpublic personal information about its stockholders of record with respect to their transactions in shares of each Fund’s securities. This information includes the stockholder’s 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 Funds’ other stockholders or the Funds’ 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 Funds’ 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.

Repurchase Disclosure
Notice is hereby given in accordance with Section 23(c) of the 1940 Act, that each Fund may from time to time purchase shares of its common stock in the open market.

Tortoise Capital Advisors 65



Office of the Company
and of the Investment Adviser
Tortoise Capital Advisors, L.L.C.
11550 Ash Street, Suite 300
Leawood, Kan. 66211
(913) 981-1020
(913) 981-1021 (fax)
www.tortoiseadvisors.com

Board of Directors of
Tortoise Energy Infrastructure Corp.
Tortoise MLP Fund, Inc.
Tortoise Pipeline & Energy Fund, Inc.
Tortoise Energy Independence Fund, Inc.
Tortoise Power and Energy Infrastructure Fund, Inc.
H. Kevin Birzer, Chairman
Tortoise Capital Advisors, L.L.C.

Terry Matlack
Tortoise Capital Advisors, L.L.C.

Rand C. Berney
Independent

Conrad S. Ciccotello
Independent

Charles E. Heath
Independent

Alexandra Herger
Independent

Administrator
U.S. Bancorp Fund Services, LLC
615 East Michigan St.
Milwaukee, Wis. 53202

Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, Wis. 53212

Transfer, Dividend Disbursing
and Reinvestment Agent
Computershare Trust Company, N.A. /
Computershare Inc.
P.O. Box 30170
College Station, Tex. 77842-3170
(800) 426-5523
www.computershare.com

Legal Counsel
Husch Blackwell LLP
4801 Main St.
Kansas City, Mo. 64112

Investor Relations
(866) 362-9331
info@tortoiseadvisors.com

Stock Symbols
Listed NYSE Symbols: TYG, NTG, TTP, NDP, TPZ

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.






11550 Ash Street, Suite 300

Leawood, KS 66211

www.tortoiseadvisors.com