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Investment Company Act File Number: 811-23318
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2.
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Date of Notification: June 28, 2019
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3.
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Exact name of Investment Company as specified in registration statement: Tortoise Tax-Advantaged Social Infrastructure
Fund, Inc.
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4.
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Address of principal executive office: (number, street, city, state, zip code)
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5.
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Check one of the following: |
A.
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[X] The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3.
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B.
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[ ] The notification pertains to a discretionary repurchase offer under paragraph (c) of Rule 23c-3.
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C.
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[ ] The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3 and a discretionary
repurchase offer under paragraph (c) of Rule 23c-3.
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1.
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The Offer. Tortoise
Tax-Advantaged Social Infrastructure Fund, Inc. (the "Fund") is offering to repurchase, for cash, up to ten percent (10%) of its issued and outstanding shares of common stock (the “shares”) at a price equal to the net asset value
("NAV") as of the close of regular business hours on the New York Stock Exchange on the Repurchase Pricing Date (defined below). The purpose of this offer is to provide a level of liquidity to stockholders, as no secondary market exists
for these shares. This offer is not conditioned on the tender of any minimum number of shares. This offer is made subject to the terms and conditions made in this Repurchase Offer and the Fund's current prospectus and statement of
additional information.
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2.
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Net Asset Value.
The NAV of the Fund on June 21, 2019 was $10.02 per share. The NAV at which the Fund will repurchase shares will not be calculated until the Repurchase Pricing Date (defined below). The NAV can fluctuate. Therefore, the NAV on
the Repurchase Pricing Date may be higher or lower than the NAV stated above or the date on which you submit your repurchase request. The current NAV may be obtained by calling (866) 362‐9331 and asking for the most recent price. The shares of the Fund are not
traded on any organized market or securities exchange.
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3.
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Repurchase
Request Deadline. All repurchase requests must be received in proper form by 4:00 p.m., Eastern Time, on August 2, 2019 at
the address indicated on the Repurchase Request Form. Please allow an appropriate amount of time for your repurchase request to reach the Fund.
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4.
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Repurchase
Pricing Date. The NAV used to calculate the repurchase price will be determined on August 2, 2019 (the “Repurchase Pricing Date”). This may be higher or lower than the NAV on the date on which you submit your repurchase
request. The price for repurchases must be determined based on the NAV no later than 14 calendar days after the Repurchase Request Deadline. However, the Fund intends to determine the NAV on the Repurchase Request Deadline, if doing so
is not likely to result in significant dilution of the prices of the shares, or as soon as such determination can be made after that date. If the Fund chooses a Repurchase Pricing Date later than the Repurchase Request Deadline, there
is a risk that the Fund’s NAV per share may fluctuate between those dates.
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5.
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Payment for
Shares Repurchased. The Fund expects to make payments for all shares repurchased the day following the Repurchase Pricing Date. In any event, the Fund will pay repurchase proceeds within seven (7) calendar days from the
Repurchase Pricing Date. The Fund will not charge a repurchase fee.
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6.
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Increase in
Number of Shares Repurchased; Pro Rata Purchase. If stockholders in the aggregate tender for repurchase more than ten percent (10%) of the outstanding shares of the Fund, the Fund may, but is not required to, repurchase up to
an additional two percent (2%). If the Fund determines not to repurchase an additional two percent (2%), or if more than twelve percent (12%) of the shares are tendered, then the Fund will repurchase shares on a pro rata basis based
upon the number of shares tendered by each stockholder. There can be no assurance that the Fund will be able to repurchase all shares that each stockholder has tendered, even if all the shares in a stockholder’s account are tendered. In
the event of an oversubscribed offer, the Fund may not be able to repurchase all shares that you tender and you may have to wait until the next quarterly repurchase offer to tender the remaining shares and you would be subject to the
risk of NAV fluctuations during that time. Subsequent repurchase requests by stockholders whose shares were purchased pro rata in an oversubscribed offer will not be given priority over other stockholder requests. To the extent you
remain invested in shares of the Fund, your investment will be subject to NAV fluctuation during the period between quarterly repurchase offers.
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7.
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Withdrawal or
Modification. Tenders of shares may be withdrawn or modified at any time prior to 4:00 p.m., Eastern Time, on August 2, 2019.
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8.
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Suspension or
Postponement of Repurchase Offer. The Fund may suspend or postpone this Repurchase Offer only by a vote of a majority of the members of the Board, including a majority of the independent Directors, and only in the following
limited circumstances:
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If the repurchase of shares would cause the Fund to lose its status as a regulated investment company under Subchapter M
of the Internal Revenue Code;
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For any period during which the New York Stock Exchange or any market in which the securities of the Fund are principally
traded (not currently applicable for the Fund) is closed, other than customary weekend and holiday closings, or during which such trading is restricted;
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For any period during which an emergency exists as a result of which disposal by the Fund of securities owned by it is
not reasonably practicable, or during which it is not reasonably practicable for the Fund to fairly determine its NAV; and
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For any other periods that the Securities and Exchange Commission may by order permit for the protection of stockholders
of the Fund.
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9.
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Tax Consequences.
You should review the tax information in the Fund's current prospectus and statement of additional information and consult your tax adviser regarding any specific consequences, including state and local tax consequences, of
participating in the repurchase. Generally, any tender of shares to the Fund would be treated as a taxable event and any gain or loss would be treated as a capital gain or loss, either short or long term, depending on the length of time
the shares have been held by the stockholder. If, however, a stockholder tenders fewer than all of its shares or fewer than all shares tendered are repurchased, such stockholder may be treated as having received a taxable dividend upon
the tender of its shares.
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10.
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Documents in
Proper Form. All questions as to validity, form, eligibility (including time and receipt) and acceptance of tenders of shares will be determined by the Fund in its sole discretion. The determination by the Fund shall be final
and binding. The Fund reserves the absolute right to reject any or all tenders of shares (even if such tenders are determined to be in good and proper form) and to refuse to accept for payment, purchase, or to pay for any shares if, in
the opinion of Fund's counsel, accepting, purchasing or paying for such shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of this offer or any defect in any tender of shares, whether
generally or with respect to any particular shares or stockholders. The Fund's interpretations of the terms and conditions of this offer shall be final and binding. Unless waived, any defects or irregularities in connection with tenders
of shares must be corrected within such times as the Fund shall, in its absolute discretion, decide. Tenders of shares will not be deemed to have been made until any defects or irregularities have been corrected or waived.
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