Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
12/7/2021
1. NAME OF REPORTING PERSON
Bulldog Investors, LLP
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
5,000
8. SHARED VOTING POWER
309,899
9. SOLE DISPOSITIVE POWER
5,000
_______________________________________________________
10. SHARED DISPOSITIVE POWER
309,899
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
314,899 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
4.82%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
5,000
8. SHARED VOTING POWER
516,052
9. SOLE DISPOSITIVE POWER
5,000
_______________________________________________________
10. SHARED DISPOSITIVE POWER
516,052
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
521,052 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.98%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
5,000
8. SHARED VOTING POWER
516,052
9. SOLE DISPOSITIVE POWER
5,000
_______________________________________________________
10. SHARED DISPOSITIVE POWER
516,052
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
521,052 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.98%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Tortoise Power and Energy Infrastructure Fund, Inc. ("TPZ" or
the "Issuer").
The principal executive offices of TPZ are located at
5100 W. 115th Place
Leawood, KS 66211
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLP (a Delaware
Limited Liability Partnership), Phillip Goldstein, and Andrew Dakos.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors,LLP is a registered investment adviser.
Messrs. Goldstein and Dakos are partners of Bulldog
Investors,LLP.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein and Dakos is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLP, and on behalf of a registered closed-end investment
company for which Messrs. Goldstein and Dakos have investment and voting
authority.
ITEM 4. PURPOSE OF TRANSACTION
Letter was sent to the company. See exhibit B.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the company fact sheet published on 12/9/2021 there were
6,530,000 shares of common stock outstanding as of 10/31/2021. The
percentages set forth herein were derived using such number. Phillip
Goldstein and Andrew Dakos own Bulldog Investors, LLP, a registered
investment advisor.
As of December 9, 2021 Bulldog Investors, LLP is deemed to be the beneficial
owner of 314,899 shares of TPZ (representing 4.82% of TPZ's outstanding
shares) solely by virtue of Bulldog Investors LLP's power to direct the
vote of,and dispose of, these shares.
Such shares are also beneficially owned by clients of Bulldog Investors,
LLP who are not members of any group.
As of December 9, 2021, each of Messrs. Goldstein and Dakos is deemed to be
the beneficial owner of 521,052 shares of TPZ (representing 7.98% of TPZ's
outstanding shares) by virtue of their power to direct the vote of, and
dispose of, these shares.
(b)Bulldog Investors,LLP has sole power to dispose of and vote 5,000 shares.
Bulldog Investors, LLP has shared power to dispose of and vote 309,899
shares. Certain of Bulldog Investors, LLP's clients (none of whom
beneficially own more than 5% of TPZ's shares) share this power with
Bulldog Investors, LLP. Messrs. Goldstein and Dakos are partners of Bulldog
Investors, LLP. Messrs. Goldstein and Dakos have shared power to dispose
of and vote an additional 206,153 shares.
c) During the past 60 days the following shares of TPZ were bought.
Date Shares Price
12/03/2021 1,200 12.9600
12/07/2021 842 13.2208
12/08/2021 2,159 13.3941
12/09/2021 4,464 13.3000
d) Clients of Bulldog Investors, LLP and a closed-end investment fund for
which Messrs. Goldstein and Dakos have investment and voting authority
are entitled to receive any dividends or sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A & B
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 12/10/21
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Bulldog Investors, LLP
By: /s/ Andrew Dakos
Andrew Dakos, Partner
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
Agreement to Make Joint Filing
Agreement made as of the 10th day of December, 2021, by and among
Bulldog Investors, LLP, Phillip Goldstein and Andrew Dakos.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of Tortoise Power and energy
infrastructure Fund, Inc. (TPZ), each of the parties to this Agreement is
required to file a statement containing the information required by
Schedule 13D with respect to the same holdings of TPZ;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLP
By:/s/ Andrew Dakos
Andrew Dakos, Partner
Exhibit B:
Special Opportunities Fund, Inc. 615 East Michigan Street, Milwaukee,
WI 53202
November 7, 2021
Diane M. Bono, Secretary
Tortoise Power and Energy Infrastructure Fund, Inc.
5100 W. 115th Place
Leawood, Kansas 66211
Attention: The Board of Directors
Dear Directors:
Special Opportunities Fund is the beneficial owner of shares of Tortoise
Power and Energy Infrastructure Fund, Inc. with a value in excess of
$2,000.00. It has held these shares continuously for more than 12 months
and plans to continue to hold them through the next meeting of
shareholders.
We hereby submit the following proposal and supporting statement pursuant
to rule 14a-8 of the Securities Exchange Act of 1934 for inclusion in
management's proxy materials for the next meeting of stockholders for
which this proposal is timely submitted.
*******
RESOLVED: The shareholders of Tortoise Power and Energy Infrastructure
Fund, Inc. (the Fund) request that the Board of Directors authorize a
self-tender offer for all outstanding common shares of the Fund at or
close to net asset value (NAV). If more than 50% of the Fund's outstanding
common shares are submitted for tender, the Board is requested to cancel
the tender offer and take those steps that the Board is required to take
to cause the Fund to be liquidated or converted to (or merged with) an
exchange traded fund (ETF) or an open-end mutual fund.
SUPPORTING STATEMENT
Since its IPO on July 28, 2009 through October 31, 2021, the Fund returned
5.34% per year based upon NAV but only 4.25% based upon market price. Thus,
the discount has cost shareholders almost 1% per year over that time span.
Over the past three years, the discount has averaged about 15% and is
currently about that same level. In August 2021, the Board made a weak
attempt to narrow the discount by adopting a managed distribution policy
but that move has had no apparent effect on the discount. Thus,
shareholders seeking to sell shares still can only do so at a hefty
discount from NAV.
In addition, the Board of Directors has adopted certain arguably illegal
anti-takeover measures to insulate itself from shareholders that are
unhappy about the Fund's persistently wide discount.
Consequently, we think it is appropriate for the Board to authorize a
self-tender offer for the Fund's shares at or close to NAV to afford
shareholders an opportunity to sell their shares at a price that is
greater than the market price. If a majority of the Fund's outstanding
common shares are tendered, that would demonstrate that there is
insufficient shareholder support for continuing the Fund in its
closed-end format. In that case, we think the tender offer should
be cancelled and the Fund should be liquidated or converted into
(or merged with) an ETF or an open-end mutual fund.
If you agree that it is time to implement more effective measures to
address the Fund's persistent discount, please vote for this
(non-binding) proposal.
Very truly yours,
/S/ Phillip Goldstein
Phillip Goldstein
Chairman