SEC Form DEF 14A filed by Tortoise Sustainable and Social Impact Term Fund

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Dear Fellow Stockholder:

You are cordially invited to attend a special meeting (the “Meeting”) of stockholders of Tortoise Sustainable and Social Impact Term Fund (formerly Ecofin Sustainable and Social Impact Term Fund (the “Company”)) on November 7, 2024 at 9:00 a.m., Central Time, at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211.

At the Meeting, stockholders of the Company will be asked to consider and vote on a proposal to approve a new sub-advisory agreement between the Company’s current investment advisor, Tortoise Capital Advisors, L.L.C. (the “Advisor”), and a sub-advisor, RWC Asset Management LLP (“RWC”).

As discussed in more detail in the enclosed proxy statement, the Company and the Advisor entered into an Investment Advisory Agreement dated as of March 25, 2019, (the “Current Investment Advisory Agreement”). Pursuant to the Current Investment Advisory Agreement, the Advisor has the authority to select sub-advisors for the Company and desires to retain RWC as a sub-advisor to assist the Advisor in the provision of a continuous investment program to a portion of the assets of the Company. The Company’s Board of Directors believes that the proposal is in the Company’s best interests and recommends a vote “FOR” the proposal to approve a new sub-advisory agreement between the Advisor and RWC.

Enclosed with this letter are the formal notice of the Meeting, answers to questions you may have, the Company’s proxy statement, which gives detailed information about the proposal you will be asked to vote on and why the Company’s Board of Directors recommends that you vote to approve the proposal, and the proxy card for you to sign and return. If you have any questions about the enclosed proxy or need any assistance in voting your shares, please call 1-866-362-9331.

Your vote is important. Please complete, sign, and date the enclosed proxy or voting instruction card and return it in the enclosed envelope. This will ensure that your vote is counted, even if you cannot attend the Meeting in person.

To the Stockholders of Tortoise Sustainable and Social Impact Term Fund:

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of Stockholders of Tortoise Sustainable and Social Impact Term Fund, a Maryland statutory trust (the “Company”), will be held on November 7, 2024 at 9:00 a.m., Central Time, at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211 for the following purpose:

The foregoing item of business is more fully described in the proxy statement accompanying this Notice.

Stockholders of record as of the close of business on September 10, 2024 are entitled to notice of and to vote at the Meeting (or any adjournment or postponement of the Meeting).

October 11, 2024

Overland Park, Kansas

All stockholders are cordially invited to attend the Meeting in person. Whether or not you expect to attend the Meeting, please complete, date, sign and return the enclosed proxy or voting instruction card as promptly as possible in order to ensure your representation at the Meeting. A return envelope (which postage is prepaid if mailed in the United States) is enclosed for that purpose. Even if you have given your proxy, you may still vote in person if you attend the Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Meeting, you must obtain from the record holder a proxy issued in your name.

As required by the Investment Company Act of 1940, as amended (the “1940 Act”), a fund’s stockholders are required to vote on and approve a sub-advisory agreement when an advisor to a fund retains a sub-advisor to manage assets of the fund. This requirement is designed to ensure that stockholders have a say in determining the company or persons that manage their fund. Accordingly, you are being asked to approve the new sub-advisory agreement that the Company will need to enter into with RWC, to replace the current sub-advisory agreement with Ecofin, as a result of the Redwheel-Ecofin Transaction.

As part of the Redwheel-Ecofin Transaction, the Ecofin investment team, including the Ecofin portfolio managers for TEAF, will become employees of Redwheel’s existing subsidiary RWC or of an affiliate entity within Redwheel (including RWC Partners Limited and/or RWC Asset Advisors (US) LLC), and the investment philosophy will remain the same as it relates to TEAF. Accordingly, the individuals currently responsible for the investment management of that portion of the Company‘s portfolio allocated to Ecofin Advisors Limited under the current sub-advisory agreement will be the same individuals responsible for the investment management of that allocated portion under the new sub-advisory agreement.

This information summarizes information that is included in more

detail in the proxy statement. We urge you to

read the entire proxy statement carefully.

 

If you have questions, call 1-866-362-9331.

This proxy statement is being sent to you by the Board of Directors of Tortoise Sustainable and Social Impact Term Fund (“TEAF”) (the “Company”). The Board of Directors of the Company is asking you to complete and return the enclosed proxy, permitting all shares you own in the Company to be voted at a special meeting of stockholders (the “Meeting”) to be held on November 7, 2024. The Board of Directors of the Company has fixed the close of business on September 10, 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof as set forth in this proxy statement. This proxy statement and the enclosed proxy are first being mailed to stockholders on or about October 11, 2024.

The Company’s reports can be accessed through its link on its investment advisor’s website (www.tortoiseadvisors.com) or on the Securities and Exchange Commission’s (“SEC”) website (www.sec.gov). You may also request, and the Company will provide to you without charge, a copy of the Company’s most recent annual report and most recent semi-annual report succeeding the annual report, by writing to the Secretary of the Company at the Company’s offices located at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211or by calling the Company at 1-866-362-9331.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on November 7, 2024: This proxy statement is available on the Internet at https://cef. tortoiseadvisors.com/proxy-information/. On this site, you will be able to access the proxy statement for the Meeting and any amendments or supplements to the foregoing material required to be furnished to stockholders.

This proxy statement sets forth the information that the Company’s stockholders should know in order to evaluate the following proposal. The following table presents a summary of the proposal for the Company and the class of stockholders of the Company being solicited with respect to the proposal.

Pursuant to the terms of the investment advisory agreement between the Company’s current advisor Tortoise Capital Advisors, L.L.C. (the “Advisor”) and the Company in the form attached hereto as Appendix A (the “Current Investment Advisory Agreement”), the Advisor currently serves as the investment advisor to the Company and is responsible for the portfolio management of the Company. Pursuant to the Current Investment Advisory Agreement, the Advisor has the authority to select sub-advisors for the Company. A portion of the Company’s assets (the “Allocated Assets”) are managed under the current sub-advisory agreement (the “Current Sub-Advisory Agreement”) with Ecofin Advisors Limited (“Ecofin”).

Ecofin has entered into an agreement with RWC Partners Midco Limited, an affiliate of RWC, whereby the RWC affiliate agreed to acquire the material business operations of Ecofin’s sustainable infrastructure public equities asset-management business, including rights to use the name and trademarks of Ecofin (the “Redwheel-Ecofin Transaction”). As a result of the Redwheel-Ecofin Transaction, the Advisor desires for the Company to retain RWC Asset Management LLP (“RWC”) as a sub-advisor to assist the Advisor in the provision of a continuous investment program for the Allocated Assets currently managed by Ecofin.

As part of the Redwheel-Ecofin Transaction, the Ecofin investment team, including the Ecofin portfolio managers for TEAF, became employees of Redwheel’s existing subsidiary RWC or of an affiliate entity within Redwheel (including RWC Partners Limited and/or RWC Asset Advisors (US) LLC), and the investment philosophy remains the same as it relates to TEAF. Accordingly, the individuals currently responsible for the investment management of to the Allocated Assets currently managed by Ecofin under the Current Sub-Advisory Agreement will continue to be the same individuals responsible for the investment management of those Allocated Assets under the new sub-advisory agreement. The set of assets currently allocated to Ecofin under the Current Sub-Advisory Agreement will be the same set of assets allocated to RWC under the new sub-advisory agreement, so that RWC will provide sub-advisory services only on the same portion of the Company’s portfolio that Ecofin is currently advising on. Approval of the new sub-advisory agreement will not change the level, nature or quality of services provided to the Company or its stockholders by the Advisor and the Advisor will be solely responsible for all fees paid to RWC.

In anticipation of the Advisor retaining RWC as a sub-advisor to assist the Advisor due to the Redwheel-Ecofin Transaction, the Board of Directors of the Company met in person on August 8, 2024 for purposes of, among other things, considering whether it would be in the best interests of the Company and its stockholders to approve the new sub-advisory agreement between the Advisor and RWC (the “New Sub-Advisory Agreement”). A form of the New Sub-Advisory Agreement is attached hereto as Appendix B.

The Current Investment Advisory Agreement was effective as of March 25, 2019, and the Current Sub-Advisory Agreement was effective as of March 25, 2019. After initial two-year terms, each agreement has remained in effect from year to year thereafter as a result of being approved annually by the Company’s Board of Directors. The continuation of each of these agreements was last approved by the Company’s Board of Directors on November 9, 2023. The Current Investment Advisory Agreement and the Current Sub-Advisory Agreement were each last submitted to a vote of security holders of the Company on March 22, 2019 for the purpose of approving the agreements.

The Company pays an advisory fee to the Advisor under its Current Investment Advisory Agreement, and the Advisor is responsible for payment of the fees of any sub-advisor that it may select out of the advisory fee that it receives from the Company. The amount of the advisory fee paid to the Advisor by the Company under its Current Investment Advisory Agreement will not change, and the amount paid to RWC by the Advisor will not change under the New Sub-Advisory Agreement. Pursuant to the Current Investment Advisory Agreement, the Company pays the Advisor a fee based on the Company’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) (the “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 the Company’s operations. Waived fees are not subject to recapture by the Adviser. The annual fee rates paid to the Adviser as of May 31, 2024 are 1.35%.

The aggregate amount of fees paid to the Advisor by the Company during the last fiscal year totaled $3,282,511. No other material payments were made by the Company to the Advisor, or any affiliated person of the Advisor, during the last fiscal year.

At the Meeting, stockholders of the Company will be asked to consider and vote on a proposal to approve the Sub-Advisory Agreement. If approved, and subject to the oversight of the Company’s Board of Directors and the supervision of Advisor, RWC shall manage the Allocated Assets in accordance with the Company’s investment objectives, policies, and restrictions as in effect from time to time and provided to RWC in advance, and in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”) and such other limitations as the Advisor or the Board of Directors of Company may institute. If approved, pursuant to the Sub-Advisory Agreement, RWC shall (a) make investment decisions with respect to the Allocated Assets; (b) place purchase and sale orders for portfolio transactions for the Allocated Assets; and (c) employ professional portfolio managers and securities analysts to provide research services to the Company.

The Company pays an advisory fee to the Advisor under its Current Investment Advisory Agreement, and the Advisor is responsible for payment of the fees of any sub-advisor that it may select out of the advisory fee that it receives from the Company. This is the manner in which the Advisory pays the sub-advisory fees earned by Ecofin under its Current Sub-Advisory Agreement, and both this arrangement and the amount of the sub-advisory fees will remain the same under the New Sub-Advisory Agreement with RWC. Accordingly, approval of the New Sub-Advisory Agreement will not have any impact on the fees that the Company pays to the Advisor under the Current Investment Advisory Agreement. In addition, the amount of sub-advisory fees paid by the Advisor to Ecofin under the Current Sub-Advisory Agreement is the same amount of sub-advisory fees that will be paid by the Advisor to RWC under the New Sub-Advisory Agreement. The portfolio management, investment objectives and policies, and investment processes of the Company will not change as a result of entering into the proposed New Sub-Advisory Agreement. Approval of the New Sub-Advisory Agreement is not expected to change the level, nature or quality of services provided to the Company or its stockholders by the Advisor and the Advisor will be solely responsible for all fees paid to RWC. The individuals currently responsible for the investment management of that portion of the Company‘s portfolio allocated to Ecofin Advisors Limited under the Current Sub-Advisory Agreement will be the same individuals responsible for the investment management of that allocated portion under the New Sub-Advisory Agreement. The Advisor will retain its name and other investment personnel currently providing services to the Company and will remain located at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211.

The Board of Directors, including the Independent Directors, approved the Sub-Advisory Agreement for an interim period effective upon closing of the Redwheel-Ecofin Transaction (the “Effective Date”). If the Sub-Advisory Agreement is approved by the stockholders, it will continue in effect for an initial period of two years from the Effective Date. Thereafter, the Sub-Advisory Agreement is expected to be continued annually, provided that its continuance is approved by the Board of Directors, including the Independent Directors, at a meeting called for that purpose, or by vote of a majority of the outstanding shares of the Company.

The Sub-Advisory Agreement provides that it may be terminated by the Company at any time, without the payment of any penalty, by the Advisor, by the Board of Directors of the Company, or by vote of holders of a majority of the Company’s shares on such prior notice as may be mutually agreed upon by the Advisor and Sub-Advisor, but on not more than 60 days’ written notice to the Sub-Advisor. The Sub-Advisory Agreement also provides that it will terminate upon the termination of the Current Investment Advisory Agreement between the Company and the Advisor. The Sub-Advisory Agreement also provides that it will terminate automatically in the event of its assignment (as defined in the 1940 Act).

Tortoise Capital Advisors, L.L.C. is the Company’s investment advisor. The Advisor’s address is 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211. As of August 31, 2024, the Advisor had approximately $8.3 billion of client assets under management.

Redwheel was first incorporated in 2000 as MPC Investors, named after its original founders and rebranded to Redwheel in January 2022. Today, Redwheel invests over US $17 billion on behalf of its clients who include some of the foremost global institutions and advisors. With offices in London, Miami, Singapore and Copenhagen, Redwheel has over 170+ professionals working for it with around 70% of Redwheel being owned by its people.

RWC Asset Management LLP is an investment advisor registered with the SEC and authorized by the FCA in the UK. It is a wholly owned subsidiary within Redwheel with its address at Verde 4th Floor, 10 Bressenden Place, London, England, SW1E 5DH.

The transfer of advisory services contemplated hereunder is an “assignment” as defined in Section 2(a)(4) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Company currently is and, following the approval of the New Sub-Advisory Agreement due to the occurrence of the Redwheel-Ecofin Transaction, will remain in compliance with the safe harbor in Section 15(f) of the 1940 Act. Over 75% of the Board of Directors of the Company are not, and have not been, interested persons of either the Advisor or any predecessor of the Advisor for three years following the sale of securities of, or a sale of any other interest in, the Advisor that results in an assignment of the Company’s advisory contract. The preceding statement also is true with respect to both the current sub-advisor (Ecofin) and the new sub-advisor (Redwheel and its affiliates). No unfair burden has been imposed on the Company as a result of any such sale, or any express or implied terms, conditions or understandings applicable to any such sale.

In approving the Sub-Advisory Agreement, the Board of Directors evaluated information provided by the Advisor and legal counsel and considered various factors, including:

Investment Performance of the Fund. The Board of Directors reviewed the nature, extent and quality of the investment advisory services proposed to be provided to the Advisor by RWC and found them to be consistent with the services provided to the Advisor by Ecofin Advisors Limited and the services provided by the Advisor. In connection with the approval of the continuation of the Investment Advisory Agreement in November 2023, the Board reviewed and evaluated information regarding the Company’s performance and the performance of other Advisor accounts (including other investment companies), and information regarding the nature of the markets during the performance period, with a particular focus on the essential asset sectors with respect to the Company. With respect to RWC, the Board considered that Redwheel does not currently operate any strategies in the infrastructure sector while it noted that Redwheel launched a clean economy strategy (within its Luxembourg UCITS umbrella) in late 2023 which shares characteristics with the infrastructure sector but has a track record of under one year. The Board also considered Redwheel’s experience as an investment adviser for another listed equity fund and other registered investment companies. The Board further considered that as part of the Redwheel-Ecofin Transaction, Ecofin’s investment team, including the Ecofin portfolio managers for the Company, will become employees of Redwheel and continue to be the individuals responsible for managing the applicable sleeve of assets of the Company they previously managed as Ecofin portfolio managers. The Board further considered that the investment philosophy will remain the same as it relates to the Company. As a result, the Board does not expect the Company’s performance to be adversely affected by the Redwheel-Ecofin Transaction.

Cost of the Services to be Provided. The Board had previously considered detailed information concerning the Advisor’s cost of providing services to the Company, its profitability in managing the Company, its overall profitability, and its financial condition. The Board reviewed the financial report of RWC. This financial information was considered to evaluate RWC’s financial condition, its ability to provide services under the New Sub-Advisory Agreement, and the reasonableness of the proposed sub-advisory fee to be paid by the Advisor. The Board considered that under the New Sub-Advisory Agreement, the fee to RWC is paid by the Advisor and the Company incurs no additional expense for RWC’s services. In addition, the Board took into account that the fee to RWC under the New Sub-Advisory Agreement is the same fee as is currently in place under the Current Sub-Advisory Agreement. The Board, including the Independent Directors, concluded that the fees to be paid by the Advisor to RWC under the New Sub-Advisory Agreement are reasonable given the nature, extent and quality of services provided under the Current Sub-Advisory Agreement.

Economies of Scale. The Board previously considered information from the Advisor concerning whether economies of scale would be realized as the Company grows, and whether fee levels reflect any economies of scale for the benefit of the Company’s stockholders. The Board, including the Independent Directors, had previously concluded the Advisor is appropriately sharing any economies of scale through its fee structure and through reinvestment in its business resources to provide stockholders additional content and services. The Board further considered that the sub-advisory fee to RWC under the New Sub-Advisory Agreement will be paid by the Advisor and remains the same as the sub-advisory fee under the Current Sub-Advisory Agreement, and the Company will not incur any additional expense for RWC’s services. The Board, including the Independent Directors, concluded that appropriate economies of scale have been taken into account with respect to the sub-advisory fee to RWC.

Experience of Management Team and Personnel. The Board of Directors considered the extensive experience of RWC with respect to the specific types of investments proposed and concluded that RWC would provide valuable assistance to the Advisor in providing potential investment opportunities. The individuals currently responsible for the investment management of that portion of the Company‘s portfolio allocated to Ecofin Advisors Limited under the Current Sub-Advisory Agreement will be the same individuals responsible for the investment management of that allocated portion under the New Sub-Advisory Agreement. The Advisor will retain its name and other personnel currently providing services to the Company and will remain located at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211.

Provisions of New Sub-Advisory Agreement. The Board of Directors considered the extent to which the provisions of the New Sub-Advisory Agreement could potentially expose the Company to liability and concluded that its terms adequately protected the Company from such risk.

As a result of this process, the Independent Directors, assisted by the advice of independent legal counsel, and taking into account all of the factors discussed above and the information provided by the Advisor, unanimously concluded that the Sub-Advisory Agreement between the Advisor and RWC is fair and reasonable in light of the services provided and should be approved.

The affirmative vote of a “majority of the outstanding voting securities” of the Company is required for approval of Proposal One. For this purpose, a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (i) more than 50% of the outstanding shares of stock of the Company on the Record Date or (ii) 67% or more of the shares of stock of the Company present at the Meeting if more than 50% of the outstanding shares of stock issued, outstanding and entitled to vote is present in person or by proxy at the Meeting. Each common share is entitled to one vote on Proposal One. Abstentions, if any, will be counted as shares that are present for purposes of determining the presence of a quorum to conduct business at the Meeting and will have the same effect as a vote against Proposal One. Because Proposal One is a “non-routine” matter under applicable NYSE rules, if you hold your shares in “street name” through a broker or other custodian, they will not be entitled to vote your shares at the Meeting unless you provide them with voting instructions. Since there are no other “routine” proposals to be voted on at the Meeting, we do not expect any broker non-votes to occur or to count towards the determination of whether a quorum is present to conduct business at the Meeting. Accordingly, we urge you to instruct your broker or other nominee to vote your shares so that your vote may be counted and your shares may be deemed present for purposes of determining the presence of a quorum.

The Board of Directors of the Company unanimously recommends that the Company’s stockholders vote “FOR” approval of Proposal One.

The Company’s Audit and Valuation Committee selected Ernst & Young LLP (“E&Y”) as the independent registered public accounting firm to audit the books and records of the Company for its fiscal year ending November 30, 2024. On August 8, 2024, the stockholders of the Company ratified the selection of E&Y. E&Y is registered with the Public Company Accounting Oversight Board.

Stockholders. At the Record Date, the Company had the following number of shares issued and outstanding:

At August 31, 2024, each director beneficially owned (as determined pursuant to Rule 16a-1(a) (2) under the Exchange Act) shares of the Company and in the Funds overseen by each director in the same Family of Investment Companies (as defined below) having values within the indicated dollar ranges. Other than the Family Investment Companies, none of the Company’s directors who are not interested persons of the Company, nor any of their immediate family members, has ever been a director, officer or employee of the Advisor or its affiliates.

At August 31, 2024, each director, each officer and the directors and officers as a group, beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) the following number of shares of common and preferred stock of the Company (or percentage of outstanding shares). Unless otherwise indicated, each individual has sole investment and voting power with respect to the shares listed.

The table below indicates the persons known to TEAF to own 5% or more of its common stock as of August 31, 2024.

How Proxies Will Be Voted. All proxies solicited by the Board of Directors of the Company that are properly executed and received prior to the Meeting, and that are not revoked, will be voted at the Meeting. Shares represented by those proxies will be voted in accordance with the instructions marked on the proxy. If no instructions are specified, shares will be counted as a vote FOR the proposal described in this proxy statement. Votes will be cast in the discretion of the proxy holders on any procedural matter other than the proposal that may properly come before the Meeting and any postponement or adjournment thereof, including, but not limited to, proposing and/or voting on the adjournment of the Meeting with respect to the proposal in the event that sufficient votes in favor of the proposal are not received.

How To Vote. Complete, sign and date the enclosed proxy card and return it in the enclosed envelope or attend the Meeting and vote in person.

Expenses and Solicitation of Proxies. The expenses of preparing, printing and mailing the enclosed proxy card, the accompanying notice and this proxy statement and all other costs, in connection with the solicitation of proxies will be borne by the Advisor. In order to obtain the necessary quorum for the Company at the meeting, additional solicitation may be made by mail, telephone, telegraph, facsimile or personal interview by representatives of the Company, the Advisor, the Company’s transfer agent, or by brokers or their representatives. In addition, the Advisor intends to engage EQ Fund Solutions LLC to assist in proxy solicitations at an estimated cost to the Advisor of $37,015.

Revoking a Proxy. At any time before it has been voted, you may revoke your proxy by: (1) sending a letter stating that you are revoking your proxy to the Secretary of the Company at the Company’s offices located at 6363 College Boulevard, Suite 100A Overland Park, Kansas 66211; (2) properly executing and sending a later-dated proxy; or (3) attending the Meeting, requesting return of any previously delivered proxy, and voting in person.

Quorum. The presence, in person or by proxy, of holders of shares entitled to cast a majority of the votes entitled to be cast constitutes a quorum. For purposes of determining the presence or absence of a quorum, abstentions (if any) will be treated as shares that are present at the Meeting for purposes of determining the presence of a quorum to conduct business at the Meeting and will have the same effect as a vote against Proposal One. Because Proposal One is a “non-routine” matter under applicable NYSE rules, if you hold your shares in “street name” through a broker or other custodian, they will not be entitled to vote your shares at the Meeting unless you provide them with voting instructions. Since there are no other “routine” proposals to be voted on at the Meeting, we do not expect any broker non-votes to occur or to count towards the determination of whether a quorum is present to conduct business at the Meeting. Accordingly, we urge you to instruct your broker or other nominee to vote your shares so that your vote may be counted and your shares may be deemed present for purposes of determining the presence of a quorum.

If a quorum is not present in person or by proxy at the Meeting, the Chairman of the Meeting or the stockholders entitled to vote at such meeting, present in person or by proxy, have the power to adjourn the Meeting to a date not more than 120 days after the Record Date without notice other than announcement at the Meeting.

Conduct and Adjournment. Maryland law and the Company’s bylaws provide that the Chairman of the Meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such Chairman, are appropriate for the proper conduct of the Meeting. This may include, without limitation, recessing or adjourning the Meeting to a later date, time, and place announced at the Meeting, including for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Meeting to approve any proposal, without notice other than announcement at the Meeting.

TEAF has entered into a fund administration servicing agreement with US Bancorp Fund Services, LLC whose principal business address is 615 E. Michigan Street, Milwaukee, Wisconsin 53202.

Stockholders are able to send communications to the Board of Directors of the Company. Communications should be addressed to the Secretary of the Company at its principal offices at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211. The Secretary will forward any communications received directly to the Board of Directors.

Method for Including Proposals in the Company’s Proxy Statement. Under the rules of the SEC, if you want to have a proposal included in the Company’s proxy statement for its next annual meeting of stockholders, that proposal must be received by the Secretary of the Company at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211, not later than 5:00 p.m., Central Time on March 10, 2025. Such proposal must comply with all applicable requirements of Rule 14a-8 of the Exchange Act. Timely submission of a proposal does not mean the proposal will be included in the proxy materials sent to stockholders.

Other Proposals and Nominations. If you want to nominate a director or have other business considered at the Company’s next annual meeting of stockholders but do not want those items included in our proxy statement, you must comply with the advance notice provision of the Company’s Bylaws. Under the Company’s Bylaws, nominations for director or other business proposals to be addressed at the Company’s next annual meeting may be made by a stockholder who has delivered a notice to the Secretary of the Company at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211, no earlier than February 8, 2025, nor later than 5:00 p.m. Central Time on March 10, 2025. The stockholder must satisfy certain requirements set forth in the Company’s Bylaws and the notice must contain specific information required by the Company’s Bylaws. With respect to nominees for director, the notice must include, among other things, the name, age, business address and residence address of any nominee for director, certain information regarding such person’s ownership of Company shares, and all other information relating to the nominee as is required to be disclosed in solicitations of proxies in an election contest or as otherwise required by Regulation 14A under the Exchange Act. With respect to other business to be brought before the meeting, a notice must include, among other things, a description of the business and any material interest in such business by the stockholder and certain associated persons proposing the business. Any stockholder wishing to make a proposal should carefully read and review the Company’s Bylaws. A copy of the Company’s Bylaws may be obtained by contacting the Secretary of the Company at 1-866-362-9331 or by writing the Secretary of the Company at 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211. Timely submission of a proposal does not mean the proposal will be allowed to be brought before the meeting.

These advance notice provisions are in addition to, and separate from, the requirements that a stockholder must meet in order to have a proposal included in any Company’s proxy statement under the rules of the SEC.

October 11, 2024

INVESTMENT ADVISORY AGREEMENT (“Agreement”) made as of this 25th day of March, 2019, by and between Tortoise Essential Assets Income Term Fund, a statutory trust formed under the Maryland Statutory Trust Act , having its principal place of business in Leawood, Kansas (the “Company”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company having its principal place of business in Leawood, Kansas (the “Adviser”).

WHEREAS, the Adviser is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as an investment adviser and engages in the business of acting as an investment advisor;

WHEREAS, the Company and the Adviser desire to enter into an agreement to provide for investment advisory services to the Company upon the terms and conditions hereinafter set forth; and

NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

The Company appoints the Adviser to act as manager and investment advisor to the Company for the period and on the terms herein set forth. The Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

Subject to the overall supervision and review of the Board of Trustees of the Company (“Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company, consistent with the investment objective and policies of the Company. The Adviser will determine from time to time what securities shall be purchased for the Company, what securities shall be held or sold by the Company and what portion of the Company’s assets shall be held uninvested as cash or in other liquid assets, subject always to the provisions of the Company’s Agreement and Declaration of Trust dated July 19, 2018, as amended from time to time (the “Declaration of Trust”), Bylaws, and its registration statement under the Investment Company Act of 1940, as amended (the “1940 Act”) and under the Securities Act of 1933, as amended, covering the Company’s shares, as filed with the Securities and Exchange Commission (the “Commission”), as any of the same may be amended from time to time, and to the investment objectives of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board may from time to time establish. To carry out such determinations, the Adviser will exercise full discretion and act for the Company in the same manner and with the same force and effect as the Company itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) perform due diligence on prospective portfolio companies; (iv) close and monitor the Company’s investments; and (v) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

The Adviser agrees to furnish office facilities and clerical and administrative services necessary to the operation of the Company (other than services provided by the Company’s custodian, accounting agent, administrator, dividend and interest paying agent and other service providers). The Adviser is authorized to conduct relations with custodians, depositaries, underwriters, brokers, dealers, placement agents, banks, insurers, accountants, attorneys, pricing agents, and other persons as may be deemed necessary or desirable. To the extent requested by the Company, the Adviser shall (i) oversee the performance of, and payment of the fees to, the Company’s service providers, and make such reports and recommendations to the Board concerning such matters as the parties deem desirable; (ii) respond to inquiries and otherwise assist such service providers in the preparation and filing of regulatory reports, proxy statements, shareholder communications and the preparation of Board

materials and reports; (iii) establish and oversee the implementation of borrowing facilities or other forms of leverage authorized by the Board; and (iv) supervise any other aspect of the Company’s administration as may be agreed upon by the Company and the Adviser. The Company shall reimburse the Adviser or its affiliates for all out-of-pocket expenses incurred in providing the services set forth in this Section 3. To the extent the Adviser expects to provide services that this paragraph anticipates will be provided by a separate service provider, the Adviser may propose to the Board a separate Administrative Agreement pursuant to which one or more of such services is provided by, and separate compensation is paid to, the Adviser.

The Adviser is authorized to delegate any or all of its rights, duties and obligations under this Agreement to one or more sub-advisors, and may enter into agreements with sub-advisors, and may replace any such sub-advisors from time to time in its discretion, in accordance with the 1940 Act, the Advisers Act, and rules and regulations thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the Commission, and if applicable, exemptive orders or similar relief granted by the Commission, and upon receipt of approval of such sub-advisors by the Board and by shareholders of the Company (unless any such approval is not required by such statutes, rules, regulations, interpretations, orders or similar relief).

The Adviser and any sub-advisers shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed to be an agent of the Company.

In carrying out its obligations under this Agreement, the Adviser shall at all times conform to:

The Adviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal securities laws by the Adviser. The Adviser shall provide the Company, at such times as the Company shall reasonably request, with a copy of such policies and procedures and a report of such policies and procedures; such report shall be of sufficient scope and in sufficient detail as may reasonably be required to comply with Rule 38a-1 under the 1940 Act and to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

The Adviser is responsible for decisions to buy and sell securities for the Company, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution. In selecting a broker-dealer to execute a particular transaction, the Adviser will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Company on a continuing basis. Accordingly, the price to the Company in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the execution services offered.

Subject to such policies as the Board may from time to time determine, the Adviser shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement or otherwise, solely by reason of its having caused the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a Company investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser is further authorized to allocate the orders placed by it on behalf of the Company to such brokers and dealers who also provide research or statistical material or other services to the Company, the Adviser or to any sub-advisor provided that the Adviser satisfies the provisions of Section 28(e) of the Securities Exchange Act. Such allocation shall be in such amounts and proportions as the Adviser shall determine and the Adviser will report on such allocations regularly to the Board indicating the brokers to whom such allocations have been made and the basis therefor.

The Adviser will maintain, or cause to be maintained, complete and accurate records in respect of all transactions relating to the Company’s portfolio. The Adviser will keep or will cause to be kept records in respect of all such portfolio transactions executed on behalf of the Company. To the extent permitted by applicable law, the Adviser shall provide such access to its books and records relating to the Company as the Company may reasonably request. The Adviser shall have access at all reasonable times to books and records maintained for the Company to the extent necessary for the Adviser to comply with all applicable securities or other laws to which it is subject, and further provided that the Company shall produce copies of such records and books whenever reasonably required to do so by the Adviser for the purpose of legal proceedings or dealings with any governmental or regulatory authorities or for its internal compliance procedures.

For the services, payments and facilities to be furnished hereunder by the Adviser, the Adviser shall receive from the Company annual compensation in an amount equal to 1.35% of the average monthly “Managed Assets” of the Company. “Managed Assets” means the total assets of the Company (including any assets attributable to any leverage that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage and the aggregate liquidation preference of any outstanding preferred shares). 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 the Company’s operations.

Such compensation shall be calculated and accrued daily and paid quarterly within five (5) days of the end of each calendar quarter,

In case of initiation or termination of the Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of calendar days during which the Agreement is in effect and the fee shall be computed upon the basis of the average Managed Assets for the business days the Agreement is so in effect for that month.

The Adviser may, from time to time, waive or defer all or any part of the compensation described in this Section 10. The parties do hereby expressly authorize and instruct the Company’s administrator, or its successors, to calculate the fee payable hereunder and to remit all payments specified herein to the Adviser. The value of the Company’s assets shall be computed in accordance with the Declaration of Trust of the Company or any applicable policies and determinations of the Board.

The compensation and allocable routine overhead expenses of all investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser under Section 2 hereof, will be provided and paid for by the Adviser and not by the Company. It is understood that the Company will pay all of its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Company shall include, without limitation the following; if applicable:

The Adviser covenants that it is registered as an investment adviser under the Advisers Act. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.

The Company understands that the persons employed by the Adviser to assist in the performance of the Adviser’s duties under this Agreement may not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Adviser or any affiliate of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature, so long as the Adviser’s services to the Company are not impaired by the provision of such services to others. The Company further understands and agrees that managers of the Adviser may serve as officers or trustees of the Company, and that officers or trustees of the Company may serve as managers of the Adviser to the extent permitted by law; and that the managers of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or directors of any other firm or company, including other investment advisory companies.

The Adviser hereby consents to the royalty free use by the Company of the name “Tortoise” as part of the Company’s name and consents to the royalty free use of the related “Tortoise” logo; provided, however, that such consents shall be conditioned upon the employment of the Adviser or one of its approved affiliates as the investment advisor of the Company. The name “Tortoise” and the related “Tortoise” logo or any variation thereof may be used from time to time in other connections and for other purposes by the advisor and its affiliates and other investment companies that have obtained consent to the use of the name “Tortoise”. The Adviser shall have the right to require the Company to cease using the name “Tortoise” as part of the Company’s name and the related “Tortoise” logo if the Company ceases, for any reason, to employ the Adviser or one of its approved affiliates as the Company’s investment advisor. Future names adopted by the Company for itself, insofar as such names include identifying words requiring the consent of the Adviser, shall be the property of the Adviser and shall be subject to the same terms and conditions.

This Agreement shall become effective with respect to the Company, as of the date of execution above. This Agreement shall continue in force and effect for an initial period of two years from the date of execution, and may be continued from year to year thereafter, provided that the continuation of the Agreement is specifically approved at least annually:

This Agreement may be terminated by the Company at any time, without the payment of any penalty by the Company, by vote of the Board or by vote of a majority of the outstanding voting securities of the Company, on no more than sixty (60) days’ written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty by the Adviser, on no less than sixty (60) days’ written notice to the Company. The notice provided for herein may be waived by the party entitled to receipt thereof. This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act. Upon termination pursuant to this Section 16, the Adviser, at the Company’s request, must deliver all copies of books and records maintained in accordance with this Agreement and applicable law.

No amendment of this Agreement shall be effective unless it is in writing and signed by the party against which enforcement of the amendment is sought. No amendment to Section 10 of this Agreement shall be effective unless it is approved by the vote of a majority of the outstanding voting securities of the Company unless such approval is not required under the 1940 Act and the rules, regulations and interpretations thereunder.

The Adviser will not be liable in any way for any default, failure or defect in any of the securities comprising the Company’s portfolio if it has satisfied the duties and the standard of care, diligence and skill set forth in this Agreement. However, the Adviser shall be liable to the Company for any loss, damage, claim, cost, charge, expense or liability resulting from the Adviser’s willful misconduct, bad faith or gross negligence or reckless disregard by the Adviser of the Adviser’s duties or standard of care, diligence and skill set forth in this Agreement or a material breach or default of the Adviser’s obligations under this Agreement.

Any notices under this Agreement shall be in writing, addressed and delivered, telecopied or mailed postage paid, to the other party entitled to receipt thereof at such address as such party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Company and that of the Adviser shall be 11550 Ash Street, Suite 300, Leawood, Kansas 66211.

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisers Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisers Act and to interpretations thereof, if any, by the United States courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to said Acts. In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of the Agreement is revised by rule, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. Subject to the foregoing, this Agreement shall be governed by and construed in accordance with the laws (without reference to conflicts of law provisions) of the State of Delaware.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective duly authorized officers on the day and year first written above.

INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), made as of this [•] day of [•], 2024, between Tortoise Capital Advisors, L.L.C. (the “Adviser”), a limited liability company organized and existing under the laws of the State of Delaware, and RWC Asset Management LLP (the “Sub-Adviser”), a company incorporated in England and Wales.

WHEREAS, the Adviser entered into an Investment Advisory Agreement dated as of March 25, 2019, (the “Advisory Agreement”) with Tortoise Essential Assets Income Term Fund (now known as Ecofin Sustainable and Social Impact Term Fund), a statutory trust formed under the Maryland Statutory Trust Act (the “Company”), which is engaged in business as a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser is engaged principally in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, (the “Advisers Act”);

WHEREAS, the Adviser has authority under the Advisory Agreement to select sub-advisers for the Company;

WHEREAS, the Adviser desires to retain the Sub-Adviser to assist it in the provision of a continuous investment program to a portion of the assets of the Company (the “Allocated Assets”) and the Sub-Adviser is willing to furnish such services; and

NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:

Adviser hereby retains the Sub-Adviser to act a sub-adviser for the Company and to manage the Allocated Assets for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such engagement and agrees to render the services set forth herein, for the compensation provided herein.

and with the written instructions and directions of the Board and the Adviser, provided that such written instructions and directions have been received and confirmed by the Sub-Adviser in advance of the effective date. The Sub-Adviser hereby agrees to:

retention policies. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records relating to its activities hereunder required by Rule 204-2 under the Advisers Act for the period specified in said Rule. Notwithstanding the foregoing, Sub-Adviser has no responsibility for the maintenance of the records of the Company, except for those related to the Allocated Assets.

further agrees to inform the Adviser promptly if it becomes known to the Sub-Adviser that any material Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading.

designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Adviser shall be 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211 and the address of the Sub-Advisor shall be Verde 4th Floor, 10 Bressenden Place, London, England, SW1E 5DH.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective duly authorized officers on the day and year first written above.

Annual rate of 0.25% of the Company’s average monthly Managed Assets.

“Managed Assets” means the total assets of the Company (including any assets attributable to any leverage that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage and the aggregate liquidation preference of any outstanding preferred shares). 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 the Company’s operations.

Scope of Investment Strategy (listed equity securities)

The investments in listed equity securities will include securities that are publicly traded on an exchange. These securities may consist typically of common stock. While the subadviser may invest across a broad range of essential asset sectors, and the allocation of the investments among such sectors may change from time to time, we currently expect that a significant portion of our investments in listed equity securities will be in securities of companies in the renewable energy, power delivery, energy infrastructure and broader energy and water sectors. The subadvisor may invest in securities of any market capitalization greater than $250M.

The subadvisor’s investment strategy should target listed equity securities of essential asset issuers with experienced, efficient, operations-focused management teams possessing successful track records and substantial knowledge, experience and focus in one or more essential asset sectors. Our Adviser generally seeks listed equity securities of companies that provide a current cash return at the time of investment, providing a source of current income, as well as the potential for price appreciation.

With respect to listed sustainable infrastructure companies, the subadvisor invests primarily in public equities of companies focusing on power delivery and/or water that are significantly benefiting from the transition towards a low carbon economy and the drive to use resources more efficiently and reduce emissions. The subadvisor employs fundamental bottom-up analysis with a focus on quality metrics, detailed asset/project modelling and attractive valuations. An analysis of environmental, social and governance (“ESG”) factors is fully integrated in the investment process.

The subadvisor may seek to provide current income from gains earned through an option overlay covered call strategy. The notional amount of such covered calls will not exceed 10%. The term of such options will generally be 30 days to expiration. of the allocation.

The subadvisor considers an issuer to be operating in an essential asset sector if: (1) at least 50% of its assets are dedicated to, or at least 50% of its cash flow or revenue is derived from, one or more essential asset power, water, energy, infrastructure, basic materials, industrial, transportation and telecommunications sectors; or (2) it is otherwise determined by our Adviser or our Subadvisors to be an issuer in one of the sectors mentioned above by (a) its classification or inclusion in an index related to that industry or sector or (b) its Global Industry Classification Standard (“GICS”) classification.

An Investment Committee of our Adviser will provide strategic oversight and determine the allocation of our investment portfolio across the sustainable infrastructure and energy infrastructure asset classes, listed equity securities and corporate debt securities, based on prevailing market conditions, available investment opportunities and other factors, and may change the allocation of our total assets among these asset classes or security types from time to time without prior approval from or notice to our common shareholders. Portfolio management teams of our Adviser and Subadvisors will be responsible for the day-to-day management of their respective sleeves of our investment portfolio.

Investment Guidelines and Restrictions (listed equity securities)

Reporting and SLA (listed equity securities)