Form N-CSR - Certified Shareholder Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22409

Tortoise Midstream Energy Fund, Inc.
(Exact name of registrant as specified in charter)

6363 College Boulevard, Suite 100A, Overland Park, KS 66211
(Address of principal executive offices) (Zip code)

P. Bradley Adams

Diane Bono

6363 College Boulevard, Suite 100A, Overland Park, KS 66211
(Name and address of agent for service)

913-981-1020

Registrant's telephone number, including area code

Date of fiscal year end: November 30

Date of reporting period: November 30, 2023

Table of Contents

Item 1. Report to Stockholders.

(a) The report to Shareholders is attached herewith.

Annual Report | November 30, 2023

2023 Annual Report

Closed-End Funds

Table of Contents

Tortoise

2023 Annual Report to Stockholders

This combined report provides you with a comprehensive review of our funds that span essential assets.


Closed-end Fund Comparison	1
Letter to Stockholders	2
TYG: Fund Focus	7
NTG: Fund Focus	10
TTP: Fund Focus	13
NDP: Fund Focus	16
TPZ: Fund Focus	19
TEAF: Fund Focus	22
Financial Statements	28
Notes to Financial Statements	64
Report of Independent Registered Public Accounting Firm	84
Company Officers and Directors	85
Additional Information	87

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 managed distribution policy (the “Policy”). Annual distribution amounts are expected to fall in the range of 7% to 10% of the average week-ending net asset value (“NAV”) per share for the prior fiscal semi-annual period. In accordance with its Policy, TTP distributes a fixed amount per common share, currently $0.59, each quarter to its common shareholders. TPZ distributes a fixed amount per common share, currently $0.105, 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 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.

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2023 Annual Report | November 30, 2023

Closed-end Fund Comparison
	Name/Ticker	Primary focus	Structure	Total investments ($ millions)⁽¹⁾	Portfolio mix by asset type⁽¹⁾	Portfolio mix by structure⁽¹⁾

Midstream focused	Tortoise Energy Infrastructure Corp. NYSE: TYG Inception: 2/2004	Energy Infrastructure	Regulated investment company	$491.4
	Tortoise Midstream Energy Fund, Inc. NYSE: NTG Inception: 7/2010	Natural Gas Infrastructure	Regulated investment company	$271.9
	Tortoise Pipeline & Energy Fund, Inc. NYSE: TTP Inception: 10/2011	North American pipeline companies	Regulated investment company	$85.6
Upstream focused	Tortoise Energy Independence Fund, Inc. NYSE: NDP Inception: 7/2012	North American oil & gas producers	Regulated investment company	$67.9
Energy value chain	Tortoise Power and Energy Infrastructure Fund, Inc. NYSE: TPZ Inception: 7/2009	Power & energy infrastructure companies (Fixed income & equity)	Regulated investment company	$119.6
Multi strategy focused	Ecofin Sustainable and Social Impact Term Fund NYSE: TEAF Inception: 3/2019	Essential assets	Regulated investment company	$223.2

(1) As of 11/30/2023

(unaudited)

Tortoise

Table of Contents

Tortoise

2023 Annual Report to closed-end fund stockholders

Dear stockholder,

The 2023 fiscal year offered energy investors significant opportunity with record levels of production, growing export demand, along with some regulatory clarity. Overall, performance ended the year mixed with midstream higher and both broader energy and utilities lower. Higher interest rates clearly impacted relative performance. And cash flow proved to be king. Notable events influencing performance included geopolitical tensions in Ukraine and Israel and OPEC+ decisions around crude oil supply and demand. Effects of the Inflation Reduction Act also started to surface. Finally, the U.S. energy complex remained ever important to supporting the global economy. Sustainable infrastructure continued to face significant headwinds over the fiscal year due to a variety of factors including inflation, elevated interest rates, and natural gas prices. Despite the difficult market environment in the education sector, there was an increase in both the volume and credit quality of education investment opportunities throughout 2023. The senior living industry experienced a continued rebound in the wake of COVID. Demand for senior living facilities continued to outpace the bed supply which boded well for the sector.

Energy and power infrastructure

The broad energy sector returned -4.3% for the annual fiscal period (as measured by the S&P 500 Energy Index). Energy was generally rangebound during the year, bottoming down 15% in March following the regional banking crisis, and peaking higher by 5% in September following the Organization of Petroleum Exporting Countries plus Russia’s (OPEC+) announcement to curtail crude oil supplies to the global market. The war between Russian and Ukraine remained in focus and geopolitically was magnified when the Israel and Hamas conflict intensified in October. That raised concerns about a broader Middle East conflict. The allocation for free cash flow remained an energy investor focus with lower debt, dividend growth, and share buybacks being a cornerstone of management’s playbook. These policies, along with disciplined mergers & acquisitions (M&A), were favored in the higher interest environment and in front of concerns about a slowing economy in 2024.

Global crude oil supply and demand led energy market sentiment. In the first quarter the Organization for Economic Cooperation and Development (OECD) commercial inventories built up marginally partly due to slower Chinese demand than expected coming out of COVID lockdowns. This resulted in a decision by Saudi Arabia in the summer to voluntarily reduce its oil output by 1 million barrels per day (bpd) for the month of July, with the potential for this cut to be extended. Consequently, oil stocks declined, and crude oil prices rallied in the third quarter. Though Saudi Arabia consistently extended their cuts in the second half, concerns about a global economic slowdown along with growing production in the United States and Guyana weighed on prices late in the year. To better balance the market, in November OPEC+ agreed to 2 million bpd of cuts to start 2024, leaving the oil market in a constructive position on supply and demand.

U.S. crude oil production growth exceeded expectations, growing nearly 1 million bpd in 2023 to 13.2 million bpd. That level eclipsed the previous record high of 13.0 million bpd achieved in November of 2019. The growth resulted despite rig counts and well completions falling as the year progressed. Simply, producers did more with less. Drilling laterals lengthened, completion times shortened and even the application of artificial intelligence positively impacted efficiencies. The Permian basin, the largest U.S. oilfield, remained the primary driver of growth reaching six million bpd. Aiding producer returns, oilfield service and material costs declined, resulting in lower break-even costs. The Energy Information Agency (EIA) forecasts production in 2024 to remain steady, partly due to the lower rig count and completion activity trend transpiring in 2023.

U.S. natural gas production grew as well in 2023 as the U.S. exported more liquefied natural gas (LNG) than any other country in the first half. U.S. LNG production reached nearly 12 billion cubic feet per day (bcf/d). The war in Ukraine continued to present a long-term opportunity for U.S. liquefied natural gas. LNG exports to Europe accelerated in 2022 and remained elevated in 2023. These exports, lower industrial demand, and a relatively warm winter in 2022/23 kept European natural gas storage inventories full throughout 2023 and well positioned to keep Europe adequately supplied for the 2024 winter. U.S. natural gas storage inventories also entered year-end 2023 well supplied at just above the five-year average partly due to a warm winter a year ago. Also helping inventories is growing U.S. production, that improved from 102 bcf/d to 105 bcf/d over the year. That production will help supply LNG export facilities set to come on-line starting in the second half of 2024 through year-end 2027. In that short timeframe U.S. LNG export capacity will nearly double to 25 bcf/d. The EIA forecasts natural gas production to be mostly flat in 2024 due partly to limited visibility to near-term demand improvement and, like the drilling cadence for oil, declining service activity.

Natural gas liquids (NGLs) do not receive as much attention as crude oil or natural gas because they are less visible to consumers. Nonetheless, that does not diminish their importance as NGLs are the key components in making plastics along with being a source of heat. And, at 6.8 million bpd, the U.S. is the world’s largest producer of NGLs. Growth in 2023 surpassed 600 thousand bpd with most marginal production exported to meet growing Asian petrochemical demand. The EIA forecasts NGL production to be stable in 2024.

(unaudited)

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2023 Annual Report | November 30, 2023

Cash flow improved for midstream companies in 2023 following volumes and tariff increases and cost and capital expenditure discipline. Management teams targeted cash flow increasingly toward shareholders in the form of debt paydown, dividend and distribution growth, and share repurchases. Leverage targets are now generally between 3.0x – 4.0x earnings before interest, taxes, depreciation and amortization (EBITDA) with leverage being a full “turn” lower versus levels prior to 2020. And in addition to dividend and distribution growth, companies opportunistically repurchased shares, as buybacks topped $4 billion from the fourth quarter of 2022 through the third quarter of 2023. With leverage targets now largely achieved, 2024 sets up for incrementally more cash flow earmarked for dividends and buybacks.

Following hawkish interest rate actions from the Federal Reserve, the prospects of an economic recession weighed on investor psyche during much of the fiscal year. While multiple recessions occurred in the last 40 years, energy demand still increased in 38 out of the last 41 years (2008 and 2020 decreased). Due to actions taken during the recent 2020 recession that reduced capital expenditures and focused on debt paydown, we believe the energy sector, and specifically midstream, is well prepared to deal with another potential recession. With the world remaining undersupplied energy over the long-term and sector balance sheets now less levered than in past recent recessions (2001, 2008 and 2020), we believe energy is well positioned should lower economic growth materialize.

Broader market concerns about higher interest rates boosted midstream’s relative attractiveness. As higher rates due to inflation were passed through, companies generated significant free cash flow that led to little to no debt or equity capital market access requirements even for maturing debt. Additionally, the good economic growth resulted in higher energy demand. Looking at history, good performance in a higher rate environment is not surprising. In the 18 time periods when the 10-year Treasury yield increased by 50 basis points or more since 2001, midstream energy, represented by the Tortoise North American Pipeline Index, returned an average of 7.4%, compared to a S&P 500 Index average return of 5.9%, and bond returns of -2.6% represented by the Bloomberg U.S. Aggregate Bond Index.

With inflation continuing to increase in 2023, midstream provided investors inflation protection. Pipelines typically benefit from long-term contracts with inflation protection from regulated tariff escalators. Additionally, tariffs on regulated liquid pipelines include an inflation escalator aligned with the Producer Price Index (PPI). Federal Energy Regulatory Commission (FERC) indexing allowed for a tariff increase of over 13% beginning on July 1, 2023. In fact, we estimate that the cumulative total allowable tariff increase since 2020 through year-end 2024 will eclipse 26%. This contract feature serves as protection against higher operating costs.

Midstream companies remained active in M&A with many discrete assets changing hands along with a handful of corporate transactions. The commonality among all the transactions was buyer discipline. The buyers only purchased complementary assets to existing footprints where synergies were obvious and paid a price that made the transaction immediately accretive. Even in the corporate transactions, premiums paid were constructive. In the largest corporate transaction, ONEOK acquired Magellan Midstream Partners at a 22% premium. Synergies and diversification drove the rationale as both Tulsa companies transport petroleum products, with ONEOK mostly natural gas liquids and Magellan refined products and crude oil. ONEOK also estimated a tax benefit of $1.5 billion.

One major new pipeline received regulatory help with the signing of the Fiscal Responsibility Act (FRA) that resolved the mid-summer debt ceiling scuffle. That Act approved all construction and operational permits and authorizations required for the Mountain Valley Pipeline (MVP). MVP would transport 2 bcf/d of natural gas from the Marcellus through West Virginia and into Virginia. Equitrans Midstream (ETRN), MVP’s operator, now estimates pipeline completion in the first quarter of 2024. In addition, the FRA reformed the way the National Environmental Policy Act (NEPA) interacts with agencies to approve energy projects so that project developers have more confidence in permitting processes. Now, when two or more agencies are involved in review, one will be designated lead agency to reduce delays. Further, the timeframe for an Environmental Impact Statement is limited to two years and an Environmental Assessment to one year, and there are limits on the number of pages for each. Despite the improved regulatory efficiency, attaining project approvals remained challenging. For example, Navigator CO2 Ventures cancelled its proposed $3.5 billion, 1,300-mile carbon capture pipeline due to an unpredictable regulatory and government process. The pipeline concept involved transporting carbon dioxide emissions from ethanol plants to sites where the greenhouse gas would be sequestered deep underground.

Sustainable infrastructure

From a macro perspective the first half of the period was generally characterised by influences stemming from stubborn inflation, elevated interest rates, and declining energy prices, in particular natural gas. In China, the magnitude of economic recovery following the post-COVID reopening ultimately did not come to fruition.

Elevated borrowing costs were concerning for businesses which ‘borrow to grow,’ as were higher equipment costs, trade issues, permitting and transmission constraints. The period also saw banking turmoil triggered primarily by Silicon Valley Bank in early March. As such, some companies in our investment universe could not escape these varying impulses even if their secular growth remained intact.

The second half of the period opened with continued upward pressure on interest rates across the OECD and declining power prices in Europe. In response, our capital-intensive sector saw challenges amidst these elevated interest rates, notably on existing asset cash flows due to higher costs of capital, and on balance sheets due to the increased total capital needed to finance growth. Amidst such a context, the sector derated while broader market multiples expanded.

(unaudited)

Tortoise

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The third calendar quarter saw a further steady increase in longer-term interest rates, which created a larger headwind to valuations and spreads of capital formation for new projects, and overshadowed other drivers as the market reduced the present value of actual cash flows and questioned the value of growth for companies in the sector. Within that context, purer renewables companies that do not have other businesses have been most impacted. We therefore saw both U.S. and European valuations continue to compress. Amidst such a context the sector struggled during the quarter.

The close of the period saw a welcome improvement in performance, as interest rates began to stabilise and hopeful sentiment on potential future rate cuts for 2024 arose.

Looking Ahead:

In 2024, if interest rates stabilize and then decline, we believe that would be very supportive for the sector in the future. Stability in interest rates should help reduce volatility by offering more consistent net present values of operating cash flows and growth. This is unfortunately an exogenous factor, but equally is not fundamental to operating earnings before interest and taxes (EBIT).

We maintain conviction looking ahead; electrification trends remain robust as fundamentally demand is strong, and we predict strong policy support (from the U.S.’ IRA, across to Europe). Further, valuations for the stocks in the investment universe have come down relative to history and relative to the broader market. We believe doubts surrounding growth are likely overly pessimistic, and that the mean-reverting aspects of utilities and infrastructure have been historically compelling. Over-time, in our sector, share prices will tend to correlate with earnings, and we anticipate these dynamics in 2024.

Notably, through 2023 many companies have reset priorities among growth, credit rating, and dividend. The sector will therefore enter 2024 offering a clearer picture with potentially less volatility and a focus on execution.

Moving into 2024 and considering valuations, strength in demand, attractive renewables development returns and where we are in the inflation and interest rate cycles, we believe that we are approaching an inflection point and are in an attractive spot. This sector captures structural growth in a slowing global economic environment. Companies typically deliver more stable, and more predictable non-cyclical earnings, and are positioned to protect better in falling markets while also participating in rebounds.

Waste Transition

The trend of growth in the number of new facilities being planned or constructed in the United States to transform waste into energy and other beneficial resources continued in Q4 2023. However, the full growth potential of the sector was negatively impacted by certain macro economic and environmental, social and governance (ESG) concerns.

From a macro economic standpoint, persistently high levels of project cost inflation and market interest rates continued to cause higher capital and debt service costs, putting downward pressure on the economic viability of new projects. As uncertainty increased, the availability of capital decreased, and that adversely impacted the funding of new projects. As reported by ImpactAlpha, a new report from Sightline Climate indicated that private capital provided for new first-of-a-kind climate-tech projects, including demonstration units and first-time commercializations, declined by more than 50% in 2023. The marginal abatement of inflation and interest rates during the fourth quarter is expected to provide tailwinds for improved capital inflows into the sector in 2024.

From an ESG standpoint, the rush in recent years to invest in projects and companies that exhibit positive ESG attributes was diminished by significant headwinds in 2023, both politically and in terms of verifying whether ESG claims were being achieved. The relative ESG discomfort was exhibited most prominently within the sustainability-linked bond market, where companies can achieve lower borrowing costs by achieving ESG goals. Per Bloomberg, global sales of sustainably-linked bonds fell by 22% in 2023, the sharpest annual decline on record. Green bond sales, however, without the political or verification concerns of ESG-related bonds, achieved their second-highest issuance year on record in 2023 per Bloomberg, evidencing strong investor demand generally for sustainable bonds.

The fourth calendar quarter also saw significant updates regarding fuel credits and tax credits, which provide substantial economic underpinnings for biogas and biofuel projects in the U.S.

The California Air Resources Board, known as CARB, released its proposed rulemaking changes to its Low Carbon Fuel Standard or “LCFS” program. While subject to public comment and final approval, the CARB proposal significantly increases carbon intensity reduction targets, from a current 20% by 2030 to a new target of 30% by 2030, while adding a 90% reduction target by 2045. Market expectation is that the more stringent targets will lead to higher LCFS credit pricing, which would improve project cash flows on a go-forward basis.

Separately, the Treasury Department and the Internal Revenue Service (IRS) released proposed regulations regarding Section 48 Investment Tax Credits, with emphasis on clarifying what capital costs are eligible under the definition of Biogas Facilities. Market participants view such facilities as consisting of three primary components — gas generation or collection, gas upgrading to natural gas specs, and pipeline interconnect. However, the proposed regs exclude both gas upgrade systems and pipeline interconnections, which would sharply reduce the potential value of related investment tax credits. A significant industry push is underway to encourage a more-broad determination of eligible project costs, prior to final rule-making.

Finally, a growing voluntary market for biogas and biofuels continues to lessen the sector’s reliance on fuel and tax credits, which is a net positive for sector fundamentals. Of note, the

(unaudited)

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2023 Annual Report | November 30, 2023

largest voluntary renewable natural gas agreement on record was established between Vanguard Renewables and AstraZeneca. As publicly announced, Vanguard will supply renewable natural gas (RNG) from three of its dairy manure anaerobic digester facilities over a 15-year term, and AstraZeneca will purchase at least 650,000 million British thermal units of RNG annually, which is the equivalent energy necessary to heat approximately 18,000 homes per year. Similarly, Anaergia announced a voluntary agreement to sell RNG to Toyota. Although these direct, voluntary purchases reduce cashflow upside for projects that would otherwise rely on volatile spot-market pricing, they do provide enhanced cash flow stability and enable a more bankable sector.

Social impact

Education

The public market for issuance of new K-12 charter school and private school revenue bonds in Q4 2023 saw a significant rebound with 32 new issues at a par value of $1,650,427,114, an 85% increase over the same period in 2022. For all of 2023 however, there were only 98 total issues with par value totaling $3,376,240,114, a 26.67% decrease in par value from 2022.¹In 2023, the specialty investor portion of the K-12 market totaled 28 new issues with a par value of $755,350,114, of which our firm accounted for 14.6%.

It is our continued assessment that outflows from municipal bond funds played a major role in 2023’s reduced K-12 charter and private school bond issuance. Q4 outflows were $7,420,010,000 and cumulative outflows for 2023 totaled more than $11 billion.²The interest rate roller coaster that defined 2023 was also a significant factor. The 30-year municipal market data (MMD) daily rate, benchmark for K-12 bond offerings, began the year at 3.50% and dropped to its low of 3.13% by early February. It then went on a steady climb through October, reaching a high of 4.57% (an increase of 144 bps) before dropping to 3.40% to end the year.³This volatility forced may schools to put plans to finance or refinance facilities on hold.

A highlight for Q4 2023 was the National Alliance for Public Charter Schools’ (NAPCS) Charter School Data Digest report. For the 2021-2022 school year (the most recent for which data was available), public charter schools served approximately 3.7 million students in 7,996 schools throughout the nation. Charter school enrollment accounted for 7.4% of all public school students, up from 6.8% in 2019-2020. Across the nation, charter schools continued to serve a higher proportion of low-income students (59%) and students of color (70.1%) when compared to their district public school counterparts (50.3% and 53.8% respectively). Additionally, with Montana’s passage of new legislation in 2023, charter school laws were on the books in 46 states, Washington DC, Puerto Rico and Guam. This is a significant milestone in the hard-fought battle to make more education opportunities available to all children that began 32 years ago with Minnesota’s first in the nation charter school law.⁴

The NAPCS report also provided a snapshot as to the management structures employed in charter schools throughout the nation. While all charter schools are governed by a not-for-profit board, they are divided into one of three categories, depending upon their structure for day-to-day management of the school. The first, and most common (57.4% of all charter schools), were “independent,” charter schools that are run by a de novo management team, unique to that individual school. The second are those operating under the network of a not-for-profit charter management organization (CMO) that establish common goals, educational models and curriculum. CMO’s accounted for 31.7% of all charter schools, and are often amongst the most well-known and successful (e.g. KIPP, Success Academy, IDEA Schools). Finally, 10.9% of charter schools were led by a for-profit education management organization (EMO).⁴Charter school boards contract with an EMO to run the day-to-day operations of the schools and often additional services such as back-office support, hosting web platforms, or staffing assistance. While EMOs are often the target of those opposed to charter schools, there are many high performing EMO-run charter schools, including the several in the Top 25 high schools in America.⁵While Ecofin has primarily worked with independent charter schools, our team has significant past experience working with CMO and EMO led schools as well.

Despite market headwinds, we saw increases in both the volume and credit quality of education investment opportunities throughout 2023. While it is too early to know whether the Q4 bond market rebound is a sign of things to come, there should continue to be a robust number of private credit financing opportunities for K-12 charter school and private schools that offer solid returns for investors.

Senior Living

This past year was a year of continued rebound for the senior living industry. Occupancy continued to improve in the wake of COVID, and our senior population was one step closer to outpacing the current bed supply. In fact, we are just one year away from the first baby boomer turning 80 years old. Given the current pace of new senior living development, our country will only supply 40% of the projected demand by 2030. That is an extraordinary shortfall, and catching up to the projected demand will require more than $400 billion of investment over the next few years.⁶

As of this printing, Q4 2023 occupancy statistics were not yet available. The for-profit senior living sector recorded its ninth quarter in a row of occupancy gains in Q3 2023. Statistically, nationwide occupancy for independent living and assisted living is 86.1% and 82.6%, respectively. Recovery has been stronger in the higher acuity and needs based assisted living setting; however, independent living is not far behind. As of the third quarter, assisted living occupancy had recovered 8.7%, while independent living had recovered almost half as much, up 4.6% since the pandemic lows of 2021. Based on the past two years of absorption, senior living occupancy is projected to reach pre-pandemic levels in 2024.⁶

(unaudited)

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Non-profit senior living has fared better than their for-profit brethren since the pandemic hit. As of Q3 2023, non-profit continuing care retirement communities (CCRC’s) were 90.5% occupied. Additionally, asking rents have increased more in non-profit communities, up 5.3% and 5.8% in the assisted and memory care spaces, respectively.⁶Based on conversations with our operating partners, communities continue to pass along outsized rent increases to catch up with inflation but are nearing a point of equilibrium.

Occupancy recovery has been fueled by almost four years of slowing construction starts. In fact, 2023 recorded the lowest primary market inventory growth since 2005, when National Investment Center for Seniors Housing & Care (NIC) started recording the data. Rising interest rates, elevated construction costs and tight lending conditions will continue to propel occupancy in the months to come. Given the incredibly low number of units under construction, the market is setting up for a severe supply and demand imbalance just as the baby boomer population is knocking on the doorstep.

From now until 2030, an average of 10,000 baby boomers will turn 65 every day.⁸With the combination of increased population and a slower pace of new senior living inventory supply, we remain confident in the senior living industry’s resilience and ability to prepare for the upcoming “Silver Tsunami” as our population continues to age.

Concluding thoughts

Energy infrastructure remains essential for the U.S. to continue as the leading global energy producer and to meet the energy demands of consumers, both domestically and abroad. Geopolitical events further highlighted this reality. We believe that indispensable nature offers compelling opportunities for 2024 and beyond. We hope for improved performance of sustainable infrastructure and climate action investments. With strong demand for renewable energy sources, we believe the sector is well positioned heading into 2024. Opportunities for investing in social impact education and senior living projects have continued to expand. The projects help broaden educational options for families and strive to meet the increasing housing demand for the U.S. aging demographic.

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 Pipeline Index^SMis 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^®and Tortoise North American Pipeline Index^SM(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.

Electronic Municipal Market Access https://emma.msrb.org/ & MuniOS https://www.munios.com/

Refinitiv Lipper US Fund Flows https://www.lipperusfundflows.com/

Bloomberg

https://data.publiccharters.org/digest/charter-school-data-digest/how-many-charter-schools-and-students-are-there/

https://www.usnews.com/education/best-high-schools/national-rankings

NIC

norc.org

census.gov

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2023 Annual Report | November 30, 2023

Tortoise

Energy Infrastructure Corp. (TYG)

Fund description

Tortoise Energy Infrastructure Corp. (TYG) seeks a high level of total return with an emphasis on current distributions paid to stockholders. TYG invests primarily in equity securities in energy infrastructure companies. The fund is positioned to benefit from growing energy demand and accelerated efforts to reduce global CO2 emissions in energy production. Energy infrastructure companies generate, transport and distribute electricity, as well as process, store, distribute and market natural gas, natural gas liquids, refined products and crude oil.

Fund performance

The midstream energy sector returned 7.6% for the fiscal year (as measured by the Alerian Midstream Energy Index or AMNA), topping broader energy. Growing production volumes and inflation passed through via higher tariff rates benefitted revenues. Further, the sector’s elevated and higher free cash flow, declining leverage, attractive valuation, and share buybacks supported performance. Finally, disciplined M&A activity with synergies largely accruing to buyers offered a favorable environment for those seeking acquisition led growth. The fund’s market-based and NAV-based returns (including the reinvestment of distributions) for the fiscal year were -7.8% and -1.3%, respectively. The Tortoise MLP Index^®returned 20.8% during the same period.

2023 fiscal year summary
Quarterly distributions paid per share	$0.7100
Distribution rate (as of 11/30/2023)	10.1%
Year-over-year distribution increase (decrease)	0.0%
Cumulative distributions paid per share to stockholders since inception in February 2004	$43.8475
Market-based total return	(7.77)%
NAV-based total return	(1.29)%
Premium (discount) to NAV (as of 11/30/2023)	(20.5)%

Key asset performance drivers

Top five contributors	Company type
Targa Resources Corp.	Natural gas pipeline
The Williams Companies, Inc.	Natural gas pipeline
Energy Transfer LP	Natural gas pipeline
Magellan Midstream Partners, LP	Refined products pipeline
Enterprise Products Partners LP	Natural gas pipeline
Bottom five contributors	Company type
NextEra Energy Partners LP	Diversified infrastructure
AES Corp.	Power
Clearway Energy, Inc.	Diversified infrastructure
NextEra Energy, Inc.	Diversified infrastructure
Atlantica Sustainable Infrastructure PLC	Power

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.

(unaudited)

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Tortoise

Energy Infrastructure Corp. (TYG) (continued)

Value of $10,000 vs. Tortoise Energy Infrastructure Fund – Market (unaudited)

From November 30, 2013 through November 30, 2023

The chart assumes an initial investment of $10,000. Performance reflects waivers of fee and operating expenses in effect. In the absence of such waivers, total return would be reduced. Performance data quoted represents past performance and does not guarantee future results. Investment returns and principal value will fluctuate, and when sold, may be worth more or less than their original cost. Performance current to the most recent month-end may be lower or higher than the performance quoted and can be obtained by calling 866-362-9331. Performance assumes the reinvestment of capital gains and income distributions. The performance does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Annualized Rates of Return as of November 30, 2023

	1-Year	3-Year	5-Year	10-Year	Since Inception⁽¹⁾
Tortoise Energy Infrastructure Fund - NAV	-1.29%	21.35%	-10.50%	-7.31%	2.49%
Tortoise Energy Infrastructure Fund - Market	-7.77%	22.86%	-13.83%	-10.64%	1.08%
Tortoise MLP Index^®	20.76%	33.85%	11.27%	3.58%	9.17%
Tortoise Decarbonization Infrastructure Index^{SM (2)}	-4.35%	N/A	N/A	N/A	N/A

(1)

Inception date of the Fund was Feburary 25, 2004.

(2)

The Tortoise Decarbonization Infrastructure Index was added to reflect the inclusion of a broader scope of energy infrastructure equities including midstream, utilities, and renewables in TYG effective November 30, 2021.

Fund structure and distribution policy

The fund is structured to qualify as a Regulated Investment Company (RIC) allowing it to pass-through to shareholders income and capital gains earned, thus avoiding double-taxation. To qualify as a RIC, the fund must meet specific income, diversification and distribution requirements. Regarding income, at least 90 percent of the fund’s gross income must be from dividends, interest and capital gains. The fund must meet quarterly diversification requirements including the requirement that at least 50 percent of the assets be in cash, cash equivalents or other securities with each single issuer of other securities not greater than 5 percent of total assets. No more than 25 percent of total assets can be invested in any one issuer other than government securities or other RIC’s. The fund must also distribute at least 90 percent of its investment company income. RIC’s are also subject to excise tax rules which require RIC’s to distribute approximately 98 percent of net income and net capital gains to avoid a 4 percent excise tax.

The fund has adopted a managed distribution policy (“MDP”). Annual distribution amounts are expected to fall in the range of 7% to 10% of the average week-ending net asset value (“NAV”) per share for the prior fiscal semi-annual period. Distribution amounts will be reset both up and down to provide a consistent return on trailing NAV. Under the MDP, distribution amounts will normally be reset in February and August, with no changes in distribution amounts in May and November.

Leverage

The fund’s leverage utilization decreased $6.9 million during the six months ended Q4 2023, compared to the six months ended Q2 2023, and represented 21.9% of total assets at November 30, 2023. At year-end, the fund was in compliance with applicable coverage ratios, 93.2% of the leverage cost was fixed, the weighted-average maturity was 2.1 years and the weighted-average annual rate on leverage was 3.69%. 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. During the six month period ended November 30, 2023, $7.1 million of Senior Notes were paid in full upon maturity.

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 fund’s leverage and distributions to stockholders, as well as a discussion of the tax impact on distributions, please visit www.tortoiseecofin.com.

(unaudited)

8	Tortoise

Table of Contents

2023 Annual Report | November 30, 2023

TYG Key Financial Data (supplemental unaudited information)

(dollar amounts in thousands unless otherwise indicated)

The information presented below is supplemental non-GAAP financial information, is not inclusive of required financial disclosures (e.g. Total Expense Ratio), and should be read in conjunction with the full financial statements.

	2022						2023
	Q3⁽¹⁾			Q4⁽¹⁾			Q1⁽¹⁾			Q2⁽¹⁾			Q3⁽¹⁾			Q4⁽¹⁾
Selected Financial Information
Distributions paid on common stock	$	8,469		$	8,045		$	8,045		$	8,046		$	8,045		$	7,643
Distributions paid on common stock per share⁽²⁾		0.7100			0.7100			0.7100			0.7100			0.7100			0.7100
Total assets, end of period⁽³⁾		638,068			623,319			577,524			504,066			527,003			492,651
Average total assets during period⁽³⁾⁽⁴⁾		621,364			607,430			595,508			547,380			526,517			503,464
Leverage⁽⁵⁾		144,587			147,993			146,213			114,713			120,413			107,814
Leverage as a percent of total assets		22.7	%		23.7	%		25.3	%		22.8	%		22.8	%		21.9	%
Operating expenses before leverage costs and current taxes⁽⁶⁾		1.05	%		1.16	%		1.13	%		1.22	%		1.26	%		1.73	%
Net unrealized depreciation, end of period		(270,982	)		9,330			(34,286	)		(65,512	)		(34,940	)		(58,511	)
Net assets, end of period		467,109			446,618			416,799			380,323			403,510			380,497
Average net assets during period⁽⁷⁾		442,939			435,678			429,315			409,946			406,929			384,850
Net asset value per common share⁽²⁾		39.16			39.41			36.78			33.56			35.61			35.35
Market value per share⁽²⁾		34.14			33.54			30.89			26.95			30.13			28.11
Shares outstanding (000’s)		11,928			11,332			11,332			11,332			11,332			10,765

(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)

Adjusted to reflect 1 for 4 reverse stock split effective May 1, 2020.

(3)

Includes deferred issuance and offering costs on senior notes and preferred stock.

(4)

Computed by averaging month-end values within each period.

(5)

Leverage consists of senior notes, preferred stock and outstanding borrowings under credit facilities.

(6)	As a percent of total assets
(7)	Computed by averaging daily net assets within each period.

Tortoise

Table of Contents

Tortoise

Midstream Energy Fund, Inc. (NTG)

Fund description

The Tortoise Midstream Energy Fund (NTG) seeks to provide stockholders with a high level of total return with an emphasis on current distributions. NTG invests primarily in midstream energy equities 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 energy equities, including MLPs benefiting from U.S. natural gas production and consumption expansion, with minimal direct commodity exposure.

Fund performance

The midstream energy sector returned 7.6% for the fiscal year (as measured by the Alerian Midstream Energy Index or AMNA), topping broader energy. Growing production volumes and inflation passed through via higher tariff rates benefitted revenues. Further, the sector’s elevated and higher free cash flow, declining leverage, attractive valuation, and share buybacks supported performance. Finally, disciplined M&A activity with synergies largely accruing to buyers offered a favorable environment for those seeking acquisition led growth. The fund’s market-based and NAV-based returns (including the reinvestment of distributions) for the fiscal year were -0.8% and 5.3%, respectively. The Tortoise MLP Index^®returned 20.8% during the same period.

2023 fiscal year summary
Quarterly distributions paid per share	$0.7700
Distribution rate (as of 11/30/2023)	9.0%
Year-over-year distribution increase (decrease)	0.0%
Cumulative distributions paid per share to stockholders since inception in July 2010	$24.1200
Market-based total return	(0.83)%
NAV-based total return	5.30%
Premium (discount) to NAV (as of 11/30/2023)	(19.7)%

Key asset performance drivers

Top five contributors	Company type
Targa Resources Corp.	Natural gas pipeline
Plains GP Holdings, L.P.	Crude oil pipeline
The Williams Companies, Inc.	Natural gas pipeline
Energy Transfer LP	Natural gas pipeline
Magellan Midstream Partners, LP	Refined products pipeline
Bottom five contributors	Company type
NextEra Energy Partners	Diversified infrastructure
Clearway Energy, Inc.	Diversified infrastructure
Atlantica Sustainable Infrastructure PLC	Power
Enbridge Inc.	Crude oil pipeline
Kinder Morgan Inc.	Natural gas pipeline

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

(unaudited)

10	Tortoise

Table of Contents

2023 Annual Report | November 30, 2023

Tortoise

Midstream Energy Fund, Inc. (NTG) (continued)

Value of $10,000 vs. Tortoise Midstream Energy Fund – Market (unaudited)

From November 30, 2013 through November 30, 2023

Annualized Rates of Return as of November 30, 2023

	1-Year	3-Year	5-Year	10-Year	Since Inception⁽¹⁾
Tortoise Midstream Energy Fund – NAV	5.30%	27.84%	-14.56%	-9.63%	-4.72%
Tortoise Midstream Energy Fund – Market	-0.83%	30.20%	-17.34%	-11.34%	-6.59%
Tortoise MLP Index^®	20.76%	33.85%	11.27%	3.58%	7.05%

(1)	Inception date of the Fund was July 27, 2010.

Fund structure and distribution policy

Leverage

The fund’s leverage utilization decreased $3.4 million during the six months ended Q4 2023 compared to the six months ended Q2 2023, and represented 19.6% of total assets at November 30, 2023. At year-end, the fund was in compliance with applicable coverage ratios, 80.2% of the leverage cost was fixed, the weighted-average maturity was 3.7 years and the weighted-average annual rate on leverage was 3.78%. 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. During the six month period ended November 30, 2023, $2.1 million of MRP shares and $3.0 million of Senior Notes were paid in full upon maturity.

For further information regarding the fund’s leverage and distributions to stockholders, as well as a discussion of the tax impact on distributions, please visit www.tortoiseecofin.com.

(unaudited)

Tortoise

Table of Contents

NTG Key Financial Data (supplemental unaudited information)

(dollar amounts in thousands unless otherwise indicated)

	2022						2023
	Q3⁽¹⁾			Q4⁽¹⁾			Q1⁽¹⁾			Q2⁽¹⁾			Q3⁽¹⁾			Q4⁽¹⁾
Selected Financial Information
Distributions paid on common stock	$	4,345		$	4,128		$	4,128		$	4,128		$	4,128		$	3,921
Distributions paid on common stock per share⁽²⁾		0.7700			0.7700			0.7700			0.7700			0.7700			0.7700
Total assets, end of period⁽³⁾		316,411			323,122			296,682			261,858			287,287			272,818
Average total assets during period⁽³⁾⁽⁴⁾		312,932			308,008			304,884			281,520			280,548			276,916
Leverage⁽⁵⁾		64,169			62,369			66,120			56,920			60,720			53,524
Leverage as a percent of total assets		20.3	%		19.3	%		22.3	%		21.7	%		21.1	%		19.6	%
Operating expenses before leverage costs and current taxes⁽⁶⁾		1.11	%		1.29	%		1.19	%		1.36	%		1.43	%		2.15	%
Net unrealized appreciation (depreciation), end of period		145,148			27,611			6,856			(11,572)			17,267			5,003
Net assets, end of period		240,864			237,022			221,555			200,046			225,096			217,066
Average net assets during period⁽⁷⁾		231,908			230,297			226,098			215,743			220,209			217,415
Net asset value per common share⁽²⁾		42.68			44.21			41.33			37.32			41.99			42.62
Market value per common share⁽²⁾		36.79			37.69			35.28			31.53			35.40			34.22
Shares outstanding (000’s)		5,643			5,361			5,361			5,361			5,361			5,093

(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)

Adjusted to reflect 1 for 10 reverse stock split effective May 1, 2020.

(3)

Includes deferred issuance and offering costs on senior notes and preferred stock.

(4)

Computed by averaging month-end values within each period.

(5)

Leverage consists of senior notes, preferred stock and outstanding borrowings under the credit facility.

(6)

Computed as a percent of total assets.

(7)

Computed by averaging daily net assets within each period.

12	Tortoise

Table of Contents

2023 Annual Report | November 30, 2023

Tortoise

Pipeline & Energy Fund, Inc. (TTP)

Fund description

The Tortoise Pipeline & Energy Fund (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

The midstream energy sector returned 7.6% for the fiscal year (as measured by the Alerian Midstream Energy Index or AMNA), topping broader energy. Growing production volumes and inflation passed through via higher tariff rates benefitted revenues. Further, the sector’s elevated and higher free cash flow, declining leverage, attractive valuation, and share buybacks supported performance. Finally, disciplined M&A activity with synergies largely accruing to buyers offered a favorable environment for those seeking acquisition led growth. The fund’s market-based and NAV-based returns (including the reinvestment of distributions) for the fiscal year were 6.7% and 8.4%, respectively. The Tortoise North American Pipeline Index^SMreturned 4.9% for the same period.

2023 fiscal year summary
Quarterly distributions paid per share	$0.5900
Distribution rate (as of 11/30/2023)	8.4%
Year-over-year distribution increase (decrease)	0.0%
Cumulative distributions paid per share to stockholders since inception in October 2011	$19.6575
Market-based total return	6.72%
NAV-based total return	8.38%
Premium (discount) to NAV (as of 11/30/2023)	(19.0)%

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

Key asset performance drivers

Top five contributors	Company type
Plains GP Holdings, L.P.	Crude oil pipeline
Magellan Midstream Partners, LP	Refined products pipeline
The Williams Companies, Inc.	Natural gas pipeline
Targa Resources Corp.	Natural gas pipeline
Energy Transfer LP	Natural gas pipeline
Bottom five contributors	Company type
NextEra Energy Partners LP	Diversified Infrastructure
Enbridge Inc.	Crude oil pipeline
TC Energy Corp.	Natural gas pipeline
Sempra Energy	Diversified Infrastructure
Clearway Energy, Inc.	Diversified Infrastructure

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

(unaudited)

Tortoise

Table of Contents

Tortoise

Pipeline & Energy Fund, Inc. (TTP) (continued)

Value of $10,000 vs. Tortoise Pipeline and Energy Fund – Market (unaudited)

From November 30, 2013 through November 30, 2023

Annualized Rates of Return as of November 30, 2023

	1-Year	3-Year	5-Year	10-Year	Since Inception⁽¹⁾
Tortoise Pipeline and Energy Fund NAV	8.38%	28.87%	-4.86%	-4.48%	-0.77%
Tortoise Pipeline and Energy Fund Market	6.72%	31.75%	-6.42%	-5.76%	-2.86%
Tortoise North American Pipeline Index	4.92%	21.01%	9.57%	6.20%	7.86%

(1) Inception date of the Fund was October 26, 2011.

Fund structure and distribution policy

The fund has adopted a distribution policy which is included on the inside front cover of this report. To summarize, the fund has adopted a managed distribution policy (“MDP”). Annual distribution amounts are expected to fall in the range of 7% to 10% of the average week-ending net asset value (“NAV”) per share for the prior fiscal semi-annual period. Distribution amounts will be reset both up and down to provide a consistent return on trailing NAV. Under the MDP, distribution amounts will normally be reset in February and August, with no changes in distribution amounts in May and November. The fund may designate a portion of its distributions as capital gains and may also distribute additional capital gains in the last quarter of the year to meet annual excise distribution requirements. Distribution amounts are subject to change from time to time at the discretion of the Board.

Leverage

The fund’s leverage utilization decreased $1.5 million during the six months ended Q4 2023, compared to the six months ended Q2 2023, and represented 18.5% of total assets at November 30, 2023. At year-end, the fund was in compliance with applicable coverage ratios, 63.0% of the leverage cost was fixed, the weighted-average maturity was 0.7 years and the weighted-average annual rate on leverage was 5.31%. 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 fund’s leverage and distributions to stockholders, as well as a discussion of the tax impact on distributions, please visit www.tortoiseecofin.com.

(unaudited)

14	Tortoise

Table of Contents

2023 Annual Report | November 30, 2023

TTP Key Financial Data (supplemental unaudited information)

(dollar amounts in thousands unless otherwise indicated)

	2022						2023
	Q3⁽¹⁾			Q4⁽¹⁾			Q1⁽¹⁾			Q2⁽¹⁾			Q3⁽¹⁾			Q4⁽¹⁾
Selected Financial Information
Distributions paid on common stock	$	1,314		$	1,249		$	1,248		$	1,249		$	1,249		$	1,186
Distributions paid on common stock per share⁽²⁾		0.5900			0.5900			0.5900			0.5900			0.5900			0.5900
Total assets, end of period⁽³⁾		97,010			93,907			87,895			81,736			88,301			86,167
Average total assets during period⁽³⁾⁽⁴⁾		96,086			93,079			90,503			86,135			86,853			86,272
Leverage⁽⁵⁾		21,343			19,843			20,143			17,443			17,343			15,943
Leverage as a percent of total assets		22.0	%		21.1	%		22.9	%		21.3	%		19.6	%		18.5	%
Operating expenses before leverage costs⁽⁶⁾		1.05	%		1.32	%		1.31	%		1.37	%		1.39	%		1.30	%
Net unrealized depreciation, end of period		17,286			19,117			13,950			9,483			17,306			17,779
Net assets, end of period		75,181			73,509			67,264			63,730			70,447			69,525
Average net assets during period⁽⁷⁾		73,287			71,609			69,939			66,399			69,717			69,161
Net asset value per common share⁽²⁾		33.75			34.73			31.78			30.11			33.29			34.58
Market value per common share⁽²⁾		29.18			28.58			27.09			24.81			28.36			28.02
Shares outstanding (000s)		2,228			2,116			2,116			2,116			2,116			2,011

(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)

Adjusted to reflect 1 for 4 reverse stock split effective May 1, 2020.

(3)

Includes deferred issuance and offering costs on senior notes and preferred stock.

(4)

Computed by averaging month-end values within each period.

(5)

Leverage consists of senior notes, preferred stock and outstanding borrowings under the revolving credit facility.

(6)

Computed as a percent of total assets.

(7)

Computed by averaging daily net assets within each period.

Tortoise

Table of Contents

Tortoise

Energy Independence Fund, Inc. (NDP)

Fund description

The Tortoise Energy Independence Fund (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

2023 fiscal year summary
Quarterly distributions paid per share	$0.6300
Distribution rate (as of 11/30/2023)	8.7%
Year-over-year distribution increase (decrease)	12.5%
Cumulative distributions paid per share to stockholders since inception in July 2012	$17.3325
Market-based total return	(2.80)%
NAV-based total return	0.87%
Premium (discount) to NAV (as of 11/30/2023)	(18.3)%

Key asset performance drivers

Top five contributors	Company type
Plain All American Pipeline, L.P.	Crude oil pipeline
Energy Transfer LP	Natural gas pipeline
Targa Resources Corp.	Natural gas pipeline
Diamondback Energy, Inc.	Oil & gas production
Pioneer Natural Resources Co.	Oil & gas production

Bottom five contributors	Company type
Devon Energy Corp.	Oil & gas production
Chevron Corp.	Oil & gas production
Occidental Petroleum Corp.	Oil & gas production
Marathon Oil Corp.	Oil & gas production
EOG Resources, Inc.	Oil & gas production

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.

(unaudited)

16	Tortoise

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2023 Annual Report | November 30, 2023

Tortoise

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

Value of $10,000 vs. Tortoise Energy Independence Fund – Market (unaudited)

From November 30, 2013 through November 30, 2023

Annualized Rates of Return as of November 30, 2023

	1-Year	3-Year	5-Year	10-Year	Since Inception⁽¹⁾
Tortoise Energy Independence Fund − NAV	0.87%	37.27%	-6.33%	-7.84%	-5.32%
Tortoise Energy Independence Fund − Market	-2.80%	40.01%	-10.01%	-8.82%	-7.38%
S&P 500 Energy Select Sector Index	-3.70%	37.85%	10.55%	3.79%	5.57%

(1) Inception date of the Fund was July 26, 2012.

Fund structure and distribution policy

Leverage

The fund’s leverage utilization has remained flat, at $8.8 million, during the six months ended Q4 2023 as compared to the six months ended Q2 2023. The fund utilizes all floating rate leverage that had an interest rate of 6.69% and represented 12.9% of total assets at year-end. During the period, the fund 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.

For further information regarding the fund’s leverage and distributions to stockholders, as well as a discussion of the tax impact on distributions, please visit www.tortoiseecofin.com.

(unaudited)

Tortoise

Table of Contents

NDP Key Financial Data (supplemental unaudited information)

(dollar amounts in thousands unless otherwise indicated)

	2022						2023
	Q3⁽¹⁾			Q4⁽¹⁾			Q1⁽¹⁾			Q2⁽¹⁾			Q3⁽¹⁾			Q4⁽¹⁾
Selected Financial Information
Distributions paid on common stock	$	1,034		$	982		$	1,105		$	1,105		$	1,105		$	1,049
Distributions paid on common stock per share⁽²⁾		0.5600			0.5600			0.6300			0.6300			0.6300			0.6300
Total assets, end of period		72,928			71,059			68,060			64,422			72,535			68,156
Average total assets during period⁽³⁾		69,811			71,651			69,055			67,241			69,136			71,088
Leverage⁽⁴⁾		4,000			3,700			8,400			8,800			8,600			8,800
Leverage as a percent of total assets		5.5	%		5.2	%		12.3	%		13.7	%		11.9	%		12.9	%
Operating expenses before leverage costs as a percent of total assets		1.24	%		1.34	%		1.31	%		1.35	%		1.34	%		1.35	%
Net unrealized depreciation, end of period		29,531			30,806			23,977			20,571			29,184			24,611
Net assets, end of period		67,884			67,067			59,361			55,288			63,590			59,053
Average net assets during period⁽⁵⁾		63,623			67,687			62,487			58,619			60,016			62,520
Net asset value per common share⁽²⁾		36.77			38.24			33.85			31.53			36.26			35.45
Market value per common share⁽²⁾		32.37			32.41			29.46			27.08			31.15			28.95
Shares outstanding (000’s)		1,846			1,754			1,754			1,754			1,754			1,666

(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)

Adjusted to reflect 1 for 8 reverse stock split effective May 1, 2020.

(3)

Computed by averaging month-end values within each period.

(4)

Leverage consists of outstanding borrowings under the revolving credit facility.

(5)

Computed by averaging daily net assets within each period.

18	Tortoise

Table of Contents

2023 Annual Report | November 30, 2023

Tortoise

Power and Energy Infrastructure Fund, Inc. (TPZ)

Fund description

The Tortoise Power and Energy Infrastructure Fund (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

The midstream energy sector returned 7.6% for the fiscal year (as measured by the Alerian Midstream Energy Index or AMNA), topping broader energy. Growing production volumes and inflation passed through via higher tariff rates benefitted revenues. Further, the sector’s elevated and higher free cash flow, declining leverage, attractive valuation, and share buybacks supported performance. Finally, disciplined M&A activity with synergies largely accruing to buyers offered a favorable environment for those seeking acquisition led growth. The utilities sector underperformed the broader market. The fund’s market-based and NAV-based returns (including the reinvestment of distributions) for the fiscal year were 9.4% and 12.7%, respectively. Comparatively, the TPZ Benchmark Composite* returned 8.6% for the same period. The fund’s equity holdings outperformed its fixed income holdings for the fiscal year on a total return basis.

2023 fiscal year summary
Monthly distributions paid per share	$0.105
Distribution rate (as of 11/30/2023)	9.3%
Year-over-year distribution increase (decrease)	0.0%
Cumulative distribution to stockholders since inception in July 2009	$20.8950
Market-based total return	9.43%
NAV-based total return	12.69%
Premium (discount) to NAV (as of 11/30/2023)	(16.5)%

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.

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

Key asset performance drivers
Top five contributors	Company type
Plains GP Holdings, L.P.	Crude oil pipeline
Magellan Midstream Partners, LP	Refined products pipeline
Targa Resources Corp.	Natural gas pipeline
MPLX LP	Refined products pipeline
Energy Transfer LP	Natural gas pipeline

Bottom five contributors	Company type
NextEra Energy Partners LP	Diversified Infrastructure
PBF Logistics LP	Crude oil pipeline
Sempra Energy	Diversified Infrastructure
Enbridge, Inc.	Crude oil pipeline
TC Energy Corp.	Natural gas pipeline

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

(unaudited)

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Tortoise

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

Value of $10,000 vs. Tortoise Power and Energy Infrastructure Fund – Market (unaudited)
From November 30, 2013 through November 30, 2023

Annualized Rates of Return as of November 30, 2023
	1-Year	3-Year	5-Year	10-Year	Since Inception⁽¹⁾
Tortoise Power and Energy Infrastructure Fund – NAV	12.69%	16.27%	4.42%	2.70%	6.29%
Tortoise Power and Energy Infrastructure Fund – Market	9.43%	19.57%	3.59%	2.17%	4.96%
TPZ Benchmark Composite⁽¹⁾	8.58%	6.09%	5.80%	3.52%	6.00%

(1) Inception date of the Fund was July 29, 2009.

Fund structure and distribution policy

The fund is structured to qualify as a Regulated Investment Company (RIC) allowing it to pass-through to shareholders income and capital gains earned, thus avoiding double-taxation. To qualify as a RIC, the fund must meet specific income, diversification and distribution requirements. Regarding income, at least 90 percent of the fund gross income must be from dividends, interest and capital gains. The fund must meet quarterly diversification requirements including the requirement that at least 50 percent of the assets be in cash, cash equivalents or other securities with each single issuer of other securities not greater than 5 percent of total assets. No more than 25 percent of total assets can be invested in any one issuer other than government securities or other RIC’s. The fund must also distribute at least 90 percent of its investment company income. RIC’s are also subject to excise tax rules which require RIC’s to distribute approximately 98 percent of net income and net capital gains to avoid a 4 percent excise tax.

Leverage

The fund’s leverage utilization decreased $0.7 million during the six months ended Q4 2023 as compared to the six months ended Q2 2023, and represented 20.4% of total assets at November 30, 2023. During the period, the fund maintained compliance with its applicable coverage ratios. At year-end, 61.0% of the leverage cost was fixed, the weighted-average maturity was 0.4 years and the weighted-average annual rate on leverage was 4.64%. These rates will vary in the future as a result of changing floating rates.

For further information regarding the fund’s leverage and distributions to stockholders, as well as a discussion of the tax impact on distributions, please visit www.tortoiseecofin.com.

(unaudited)

20	Tortoise

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2023 Annual Report | November 30, 2023

TPZ Key Financial Data (supplemental unaudited information)
(dollar amounts in thousands unless otherwise indicated)

	2022						2023
	Q3⁽¹⁾			Q4⁽¹⁾			Q1⁽¹⁾			Q2⁽¹⁾			Q3⁽¹⁾			Q4⁽¹⁾
Selected Financial Information
Distributions paid on common stock	$	2,056		$	2,021		$	1,953		$	1,953		$	1,953		$	1,921
Distributions paid on common stock per share		0.3150			0.3150			0.3150			0.3150			0.3150			0.3150
Total assets, end of period		128,405			124,715			120,791			118,705			124,656			120,802
Average total assets during period⁽²⁾		127,458			125,149			122,422			120,322			122,556			122,039
Leverage⁽³⁾		25,800			25,900			24,900			25,300			25,400			24,600
Leverage as a percent of total assets		20.1	%		20.8	%		20.6	%		21.3	%		20.4	%		20.4	%
Operating expenses before leverage costs as a percent of total assets		1.37	%		1.65	%		1.45	%		1.42	%		1.40	%		0.93	%
Net unrealized depreciation, end of period		11,392			12,878			10,915			9,116			15,511			14,867
Net assets, end of period		102,077			98,245			95,368			92,800			98,570			95,724
Average net assets during period⁽⁴⁾		99,912			98,208			96,730			94,512			97,132			96,174
Net asset value per common share		15.64			15.85			15.38			14.97			15.90			16.25
Market value per common share		13.66			13.63			13.00			12.47			13.76			13.57
Shares outstanding (000’s)		6,526			6,200			6,200			6,200			6,200			5,890

(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)	Computed by averaging month-end values within each period.

(3)	Leverage consists of outstanding borrowings under the revolving credit facility.

(4)	Computed by averaging daily net assets within each period.

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Ecofin

Sustainable and Social Impact Term Fund (TEAF)

Fund description

The Ecofin Sustainable and Social Impact Term Fund (TEAF) seeks to provide a high level of total return with an emphasis on current distributions. TEAF provides investors access to a combination of public and direct investments in essential assets that are making an impact on clients and communities.

Fund performance

TEAF generated negative NAV performance in fiscal year 2023.

●	Listed sustainable infrastructure underperformed the S&P Global Infrastructure Index, with companies facing some headwinds with interest rates continuing to move higher, sometimes very quickly.

●	Listed energy infrastructure companies performed well during the period, driven by an increased transport volumes and constructive commodity pricing.

●	Private social infrastructure investments performed in line with expectations, and we continue to see momentum in our deal backlog to increase our allocation to senior living, waste transition, and education projects in the near-term.

●	Private sustainable infrastructure investments have had mixed performance with some assets suffering from age related and interconnection issues which are all being worked on to reenergize. Other private sustainable assets continued to perform well and as expected during the quarter.

Looking ahead to 2024, we continue to have a constructive outlook for the underlying assets in the TEAF portfolio. We expect that listed sustainable infrastructure equities, TEAF’s largest allocation, may continue to navigate a difficult environment caused by interest rate policy as well as global growth uncertainty. Nevertheless, decarbonization and electrification trends have strong momentum with key drivers such as increasing renewables, manufacturing re-shoring and energy efficiency driving investment. Corporates and consumers will continue to replace carbon-emitting energy sources with renewables, ensuring renewables growth at a reasonable rate of return. We maintain a positive outlook for energy infrastructure equities in 2024 driven by favorable fundamentals and a focus on capital return to equity owners. TEAF’s social infrastructure assets have performed well and we expect that performance to continue as new investment opportunities accelerate in key segments such as education and healthcare. We continue to progress on transitioning the portfolio to the targeted allocation of 60% direct investments. As of November 30, 2023, TEAF’s total direct investment commitments were approximately $118 million or approximately 53% of the portfolio.

Listed sustainable infrastructure

From a macro perspective, the first half of the period was generally characterized by stubborn inflation, elevated interest rates, and declining energy prices, in particular natural gas. We saw a mean-reversion with last year’s underperformers rallying. Similarly, pan-European utility and other infrastructure stocks provided positive returns whereas U.S. utilities declined, lagging significantly. TEAF’s sustainable listed sleeve responded similarly with the top contributors largely comprised of European names, while the bottom contributors generally were North American domiciled names during the first half of the period. As the period progressed August and September proved especially challenging. A 50 basis points (bps) increase in longer term bond yields placed severe pressure on renewables (higher interest rates reduce the present value of growth and, for some developers, re-orders the amount of equity they may require) and utility share prices, above all in the U.S. Orsted (not held) warnings about supply chain pressures and the lack of inflation indexation in the U.S. (unlike in Europe) causing impairment on U.S. offshore wind projects hit its share price hard and brought fears of read-across to others. A steepening of yield curves (with a further 50 bps move higher in longer term bond yields) accelerated in late September at the same time as NextEra Energy Partners (NEP) shocked the market by halving its target dividend growth rate from 12-15% to 5-8% p.a. over the next few years to eliminate the need to raise equity and reduce the need for debt. This set off a sharp slide in its own shares and those of its parent NextEra Energy (NextEra), well beyond the direct mechanical impact, and reverberated around the sector into October. October saw a stabilization in nerves and the NAV; bond yields held their recent highs but a first sight of Q3 earnings was reassuring. November’s strong rally in global bonds (further to evidence of lower rates of inflation) and equities included listed infrastructure where a stream of strong earnings reports from U.S. and pan-European portfolio holdings with, in many cases, raised guidance, growth rates and capex plans, drew attention.

Decarbonization and electrification trends have strong momentum with key drivers such as increasing renewables, manufacturing re-shoring and energy efficiency driving investment. Corporates and consumers will continue to replace carbon-emitting energy sources with renewables, ensuring renewables growth at a reasonable rate of return. Power purchase agreement (PPA) prices have been increasing to reflect, and more than offset, higher capital expenditure and financing costs. This implies better pricing power and higher internal rates of return today than in 2020. In summary, we continue to look to identify high quality companies with growth prospects and to keep a balance in the portfolio in terms of risk profiles and are positive about the underlying drivers for the space moving into 2024.

(unaudited)

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2023 Annual Report | November 30, 2023

Ecofin

Sustainable and Social Impact Term Fund (TEAF) (continued)

Listed energy infrastructure

Listed energy infrastructure equities were strong drivers of performance in the TEAF portfolio in fiscal year 2023. We saw higher equity performance during the period that was driven by a strong free cash flow generation that was increasingly allocated toward debt paydown and dividend growth, along with opportunistic share repurchases. The energy infrastructure equities also benefitted from increased hydrocarbon production in the U.S. across all of crude oil, natural gas, and natural gas liquids. In particular, the ability to export these energy products led to outsized performance. Mergers & acquisitions activity remained elevated in Q3. Oneok closed their acquisition of Magellan which has created one of the largest pro-forma energy infrastructure entities. Additionally, Energy Transfer announced a deal to acquire Crestwood and Enbridge announced a $14B deal to acquire Dominion’s U.S. gas utilities. The ramifications of these transactions are wide-ranging, as exemplified through the diversion of market cap between MLPs and C-Corps that continues to widen through simplifications and consolidations of MLPs. Overall, disciplined allocation of capital toward shareholders, increased transport volumes, and constructive commodity pricing has built confidence in energy infrastructure company growth, and we expect this environment to continue to be supportive of valuation into 2024.

Social infrastructure

●	TEAF completed ten direct investments in the social impact portfolio during the period.

●

In December, the team completed a debt investment in a to-be-constructed senior living community located in Albuquerque, New Mexico, an area that has a demonstrated need for additional senior housing with existing occupancy levels exceeding 90%. The facility will offer 142 market rate units consisting of 45 independent living units, 75 assisted living units and 22 memory care units. Four of the memory care units will be shared, thus there will be 148 beds in the facility. Construction is scheduled to begin in January 2023 and be completed in the Fall of 2024.

●

The team completed another debt investment in December, this one for a waste-to-energy project located in Bethel, Pennsylvania, that will gasify wastewater biosolids and poultry waste, while using energy produced through the gasification process to help circularly power the facility. These waste products would have otherwise been dumped in landfills or land applied, both of which are known to have negative effects on the environment due to the generation of methane gas as well as the leeching of other contaminants into surrounding areas and farm fields. The project will also produce biochar, which can be sold for various uses—including environmental remediation.

●	In January, the team completed a debt investment in an existing classical charter school in Toledo, Ohio that currently has students in grades K-11. This expansion will allow the charter school to grow from its current capacity of 500 students to 750, and to expand its program offerings, including adding 12th grade.

●

In February, the team completed a debt investment in an existing private school located near Fort Lauderdale, Florida that allowed the school to execute on a succession plan to continue its operations under new management while expanding its capacity. The school currently serves 526 students in grades PK-12, with over 90% of its students using State scholarships for underserved and marginalized students to attend the school at minimal cost. With the investment, the school expects to serve up to 750 students within a few years.

●	In March, the team completed a debt investment in an existing charter school in Maryland (Washington, DC area) that offers an International Baccalaureate program to an economically disadvantaged population in grades K-8. The school currently serves 348 students, but with this investment providing funds for a new facility, the school expects to be able to educate up to 600 students within 3 years.

●

The team completed another debt investment in March, this one for a waste-to-energy project located in North Carolina that uses anaerobic digestion to convert animal byproducts and food waste into renewable natural gas. The State of North Carolina has mandated that a portion of all energy in the State come from swine and poultry processing waste to help reduce soil and water contamination. The company has a contract with the regional utility to sell all the gas that is produced.

●

In April, the team completed a debt investment in a new charter school near Spartanburg, South Carolina. The school will open with temporary modulars on the site next door in the fall of 2023, serving 600 children in grades K-6. The school will move next door to its permanent facility in the following school year serving the same grades, and is expected to eventually expand to its full capacity of 900 students in grades K-8 by the 2024-2025 school year. There are no other charter schools within five miles of the school’s site, and the district schools are at or near capacity in this growing area. This will be the third school in South Carolina for this successful operator and developer partnering together.

●

The team completed another debt investment in April to an existing charter school in Belton, South Carolina, that has been operating since 2018 in a temporary location while it seeks its permanent home. The school offers a classical education curriculum to an underserved population, with great success — as it was recognized as the top academic Title 1 school in the state of South Carolina. The school currently serves approximately 250 students in grades K-6 and is expected to expand to serve K-8 while increasing enrollment over the next 4 years to reach nearly 700 students enrolled.

(unaudited)

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Ecofin

Sustainable and Social Impact Term Fund (TEAF) (continued)

●

In September, the last of three scheduled investments was completed in a new charter school in Boiling Springs, South Carolina, a suburb 15 minutes outside of Spartanburg. The school opened with temporary modulars classrooms on the site next door in the fall of 2023, serving 600 children in grades K-6. The school will move next door to its permanent facility in the following school year serving the same grades, and is expected to expand to its full capacity of 900 students in grades K-8 by the 2024-2025 school year. There are no other charter schools within five miles of the school’s site, and the district schools are at or near capacity in this growing area. This will be is the third school in South Carolina for this successful operator and developer partnering together. The investment is being used for senior secured bond financing which will allow the school to continue constructing and equipping a new 65,000 square foot school building.

●

The last debt investment of this period also occurred in September to an existing charter school in Belton, South Carolina, that has been operating since 2018 in a temporary location while it seeks its permanent home. The school offers a classical education curriculum to an underserved population, with great success — as it was recognized as the top academic Title 1 school in the state of South Carolina. The school currently serves approximately 250 students in grades K-6 and is expected to expand to serve K-8 while increasing enrollment over the next 4 years to reach nearly 700 students enrolled. The investment is being used to continue construction and equipping of the building. This was the second of three scheduled investments.

Finally, the fund had three realizations in Fiscal Year 2023.

●

The first was in January from a school that was able to successfully refinance into a new debt transaction with a third party under more favorable terms. The original investment was made in October 2019 to allow the school to acquire a larger campus with significantly better amenities than its previous facility. The school was able to grow and, as a result, found less expensive financing. The investment was eligible to be called at par starting October 1, 2022.

●

The second realization was in April from a waste-to-energy project that was able to attract additional equity investment to support and grow the project, but a condition of that equity injection was the retirement of all subordinated debt. Although this investment was made in April 2021 and was not eligible to be called until 2026, the team negotiated a $108 price in exchange for the ability to retire this debt.

●

The third realization was in November from a senior living project that raised additional equity to pay off a tranche of subordinated debt. The original investment was made in September 2020 to acquire an existing senior living facility as part of a capital stack that included senior bank debt and two tranches of subordinated bonds. The sponsor determined that the property would be better served with additional equity rather than the Series B subordinated debt which had a 16% coupon. In return for allowing the Series B debt to be paid off, the fund received all accrued and capitalized interest as well as a price of $103. The fund still holds Series A subordinated debt and received a consent fee for allowing the Series B payoff. The facility continues to perform as expected.

Private energy infrastructure

No deals were completed in the Private Energy Infrastructure portfolio during the period. We continue to have conviction behind greenfield liquefied natural gas (LNG) development projects in North America given the geopolitical landscape for natural gas and favorable pricing spread between domestic supply and the global markets. The fund also remains invested in MPL, a 15 million metric tonnes per annum (mmtpa) LNG development project focused on bringing Permian sourced gas to the west coast of Mexico and alleviating the additional transportation costs and time it takes to bring LNG to Asian markets while avoiding Panama Canal congestion.

(unaudited)

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2023 Annual Report | November 30, 2023

Private sustainable infrastructure

TEAF completed one direct investment in the Private Sustainable Infrastructure portfolio during the period. In April, the team completed a debt investment in One Energy, based in Findlay, Ohio who develops, builds, owns, and operates capital-intensive, on-site power solutions for large industrial power users. This investment will enable the company to commence the land and equipment purchase required for recently signed NetZero projects which will represent the largest industrial microgrid in the U.S. The preferred equity investment is in One Energy Enterprises, Inc.

TEAF’s investment in EF WWW Holdings, LLC, the debt funding of World Water Works Holdings, Inc., continues to pay its annualized interest rate of 10.5% and report strong credit covenants. The company has exceeded its operating budget in every year since the investment, driven by strong backlog and revenue growth.

For TEAFs solar asset, Saturn Solar Bermuda 1, Ltd., the construction note continues to pay its annualized interest rate of 10.0% on time. The payments are supported by cash flow of the now operational solar project since the project completed construction and began full operations in November 2021. The note has remained in place as the owner of the solar facility is seeking to sell the solar project to a new long-term owner/operator. Energy production at various operating distributed generation (“DG”) solar assets in the Renewable Holdco I, LLC portfolio have underperformed expectations, primarily caused by inverter issues, certain communications equipment failures (inherent in the age of the assets) and have required corrective maintenance attention. Five small rooftop projects in Puerto Rico within this portfolio are expected to be reenergized in Q1 2024 after experiencing downtime related to required corrective maintenance. Various third-party inspections and off taker approval are required for these to be reenergized. As such, the internal asset management team is taking an active role in monitoring efforts to restore full energy production and returning the portfolio to stable cash flow generation. Energy production at the operating DG solar assets in the Renewable Holdco II, LLC portfolio continue to generate stable cash flow as expected. The final solar project under construction, held in Renewable Holdco, LLC, continues to experience delays due to interconnection redesign, additional permitting and road construction caused by the utility and is expected to be ready for commissioning and commercial operation in H1 2024.

2023 fiscal year summary
Monthly distributions paid per share	$0.0900
Distribution rate (as of 11/30/2023)	9.0%
Year-over-year distribution increase (decrease)	0.0%
Cumulative distribution to stockholders since inception in July 2009	$4.8905
Market-based total return	(5.48)%
NAV-based total return	(1.22)%
Premium (discount) to NAV (as of 11/30/2023)	(19.1)%

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Ecofin

Sustainable and Social Impact Term Fund (TEAF) (continued)

Value of $10,000 vs. Ecofin Sustainable and Social Impact Term Fund – Market (unaudited)
Since inception on March 29, 2019 through November 30, 2023

Annualized Rates of Return as of November 30, 2023
	1-Year	3-Year	Since Inception⁽¹⁾
Ecofin Sustainable and Social Impact Term Fund – NAV	-1.22%	5.17%	1.20%
Ecofin Sustainable and Social Impact Term Fund – Market	-5.48%	4.74%	-3.27%
S&P Global Infrastructure Index	0.19%	5.62%	3.98%

(1) Inception date of the Fund was March 29, 2019.

Fund structure and distribution policy

The fund is structured to qualify as a Regulated Investment Company (RIC) allowing it to pass-through to shareholders income and capital gains earned, thus avoiding double-taxation. To qualify as a RIC, the fund must meet specific income, diversification and distribution requirements. Regarding income, at least 90 percent of the fund gross income must be from dividends, interest and capital gains. The fund must meet quarterly diversification requirements including the requirement that at least 50 percent of the assets be in cash, cash equivalents or other securities with each single issuer of other securities not greater than 5 percent of total assets. No more than 25 percent of total assets can be invested in any one issuer other than government securities or other RIC’s. The fund must also distribute at least 90 percent of its investment company income. RIC’s are also subject to excise tax rules which require RIC’s to distribute approximately 98 percent of net income and net capital gains to avoid a 4 percent excise tax.

The fund has adopted a distribution policy which is included on the inside front cover of this report. To summarize, the fund has adopted a managed distribution policy (“MDP”). Annual distribution amounts are expected to fall in the range of 6% to 8% of the average week-ending net asset value (“NAV”) per share for the prior fiscal semi-annual period. Distribution amounts will be reset both up and down to provide a consistent return on trailing NAV. Under the MDP, distribution amounts will normally be reset in February and August, with no changes in distribution amounts in May and November. The fund may designate a portion of its distributions as capital gains and may also distribute additional capital gains in the last quarter of the year to meet annual excise distribution requirements. Distribution amounts are subject to change from time to time at the discretion of the Board.

Leverage

The fund’s leverage utilization decreased $5.5 million during the six months ended Q4 2023, as compared to the six months ended Q2 2023. The fund utilizes all floating rate leverage that had an interest rate of 6.46% and represented 10.7% of total assets at year-end. During the period, the fund 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.

For further information regarding the fund’s leverage and distributions to stockholders, as well as a discussion of the tax impact on distributions, please visit www.tortoiseecofin.com.

(unaudited)

26	Tortoise

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2023 Annual Report | November 30, 2023

TEAF Key Financial Data (supplemental unaudited information)
(dollar amounts in thousands unless otherwise indicated)

	2022						2023
	Q3⁽¹⁾			Q4⁽¹⁾			Q1⁽¹⁾			Q2⁽¹⁾			Q3⁽¹⁾			Q4⁽¹⁾
Selected Financial Information
Distributions paid on common stock	$	3,643		$	3,643		$	3,642		$	3,643		$	3,643		$	3,643
Distributions paid on common stock per share		0.2700			0.2700			0.2700			0.2700			0.2700			0.2700
Total assets, end of period		254,726			251,239			246,004			240,640			239,671			225,072
Average total assets during period⁽²⁾		256,749			246,494			248,950			246,215			241,187			231,121
Leverage⁽³⁾		28,800			29,500			30,800			29,500			30,600			24,000
Leverage as a percent of total assets		11.3	%		11.7	%		12.5	%		12.3	%		12.8	%		10.7	%
Operating expenses before leverage costs as a percent of total assets		1.56	%		1.85	%		1.61	%		1.63	%		1.60	%		1.58	%
Net unrealized appreciation (depreciation), end of period		993			824			(912	)		(1,269	)		(1,168	)		(6,150	)
Net assets, end of period		225,064			220,798			214,163			210,062			208,057			200,258
Average net assets during period⁽⁴⁾		225,251			214,321			218,352			214,413			210,656			201,953
Net asset value per common share		16.68			16.38			15.87			15.57			15.42			14.84
Market value per common share		14.74			13.85			12.97			12.28			12.62			12.01
Shares outstanding (000’s)		13,491			13,491			13,491			13,491			13,491			13,491

(1)	Q1 represents the period from December through February. Q2 represents the period from March through May. Q3 represents the period from June through August. Q4 represents the period from September through November.

(2)	Computed by averaging month-end values within each period.

(3)	Leverage consists of outstanding borrowings under the margin loan facility.

(4)	Computed by averaging daily net assets within each period.

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TYG Consolidated Schedule of Investments

November 30, 2023

	Shares/Units		Fair Value

Common Stock — 101.1%⁽¹⁾
United States Crude Oil Pipelines — 2.5%⁽¹⁾
Plains GP Holdings LP		581,526	$	9,397,460
United States Natural Gas Gathering/Processing — 5.1%⁽¹⁾
EnLink Midstream LLC		520,687		7,117,791
Hess Midstream Partners LP		321,257		10,453,703
Kinetik Holdings, Inc.		54,924		1,997,037
				19,568,531
United States Natural Gas/Natural Gas Liquids Pipelines — 47.7%⁽¹⁾
Cheniere Energy, Inc.		134,722		24,539,612
Excelerate Energy, Inc.		57,737		965,363
Kinder Morgan, Inc.		1,236,603		21,727,115
New Fortress Energy, Inc.		176,000		6,772,480
NextDecade Corp.⁽²⁾		443,864		2,214,881
ONEOK, Inc.		537,611		37,014,517
Targa Resources Corp.		476,974		43,142,298
The Williams Companies, Inc.		1,224,511		45,049,760
				181,426,026
United States Renewables and Power Infrastructure — 45.8%⁽¹⁾
AES Corp.		708,155		12,187,348
Ameren Corp.		188,059		14,591,498
American Electric Power Co., Inc.		190,815		15,179,333
Atlantica Sustainable Infrastructure Plc		473,463		9,005,266
Clearway Energy, Inc.		827,649		20,666,396
Constellation Energy Corp.		69,230		8,379,599
DTE Energy Co.		174,848		18,203,425
NextEra Energy Partners LP		512,107		12,054,999
NextEra Energy, Inc.		254,977		14,918,704
Sempra Energy		429,511		31,298,467
Xcel Energy, Inc.		292,105		17,771,668
				174,256,703
Total Common Stock
(Cost $441,085,503)				384,648,720
Master Limited Partnerships — 22.9%⁽¹⁾
United States Natural Gas Gathering/Processing — 4.6%(1)
Western Midstream Partners LP		583,326		17,394,781
United States Natural Gas/Natural Gas Liquids Pipelines — 12.0%(1)
Energy Transfer LP		1,879,085		26,100,491
Enterprise Products Partners LP		729,194		19,527,815
				45,628,306
United States Refined Product Pipelines — 6.3%⁽¹⁾
MPLX LP		662,040		24,137,979
Total Master Limited Partnerships
(Cost $53,131,230)				87,161,066

Private Investment — 3.8%⁽¹⁾
United States Renewables — 3.8%⁽¹⁾
TK NYS Solar Holdco LLC^(3)(4)(5)
(Cost $50,141,470)		N/A	$	14,550,615
Preferred Stock — 1.2%⁽¹⁾
United States Natural Gas Gathering/Processing — 1.2%(1)
EnLink Midstream Partners
(Cost $5,100,000)		5,100		4,588,448
Money Market Fund — 0.1%⁽¹⁾
United States Investment Company — 0.1%⁽¹⁾
Invesco Government & Agency Portfolio — Institutional Class,
5.282%⁽⁶⁾(Cost $408,099)		408,099		408,099

Total Investments — 129.1%⁽¹⁾
(Cost $549,866,302)				491,356,948
Liabilities in Excess of Other Assets — (0.8%)⁽¹⁾				(3,046,493	)
Line of Credit — (1.9)%⁽¹⁾				(7,300,000	)
Senior Notes — (17.0)%⁽¹⁾				(64,853,333	)
Mandatory Redeemable Preferred Stock at Liquidation Value — (9.4)%⁽¹⁾				(35,660,610	)
Total Net Assets Applicable to Common Stockholders — 100.0%⁽¹⁾			$	380,496,512

(1)	Calculated as a percentage of net assets.

(2)	Non-income producing security.

(3)	Restricted securities have a total fair value of $14,550,615 which represents 3.8% of net assets. See Note 6 to financial statements for further disclosure.

(4)	Securities have been valued by using significant unobservable inputs in accordance with fair value procedures and are categorized as level 3 investments.

(5)	Deemed to be an affiliate of the fund. See Note 7 to financial statements for further disclosure.

(6)	Rate indicated is the current yield as of November 30, 2023.

See accompanying Notes to Financial Statements.

28	Tortoise

Table of Contents

2023 Annual Report | November 30, 2023

NTG Schedule of Investments

November 30, 2023

	Shares		Fair Value

Common Stock — 100.5%⁽¹⁾

Canada Crude Oil Pipelines — 10.2%⁽¹⁾
Enbridge, Inc.		294,443	$	10,267,228
Pembina Pipeline Corp.		357,431		11,948,918
				22,216,146

Canada Natural Gas/Natural Gas Liquids Pipelines — 3.0%⁽¹⁾
TC Energy Corp.		171,139		6,421,135
United States Crude Oil Pipelines — 9.8%⁽¹⁾
Plains GP Holdings LP		1,315,066		21,251,466

United States Natural Gas Gathering/Processing — 8.0%⁽¹⁾
EnLink Midstream LLC		640,292		8,752,792
Hess Midstream Partners LP		234,934		7,644,752
Kinetik Holdings, Inc.		27,692		1,006,881
				17,404,425

United States Natural Gas/Natural Gas Liquids Pipelines — 59.5%⁽¹⁾
Cheniere Energy, Inc.		71,192		12,967,623
DT Midstream, Inc.		220,700		12,643,903
Excelerate Energy, Inc.		70,562		1,179,796
Kinder Morgan, Inc.		1,095,982		19,256,404
New Fortress Energy, Inc.		109,719		4,221,987
NextDecade Corp.⁽²⁾		228,576		1,140,594
ONEOK, Inc.		327,155		22,524,622
Targa Resources Corp.		305,475		27,630,214
The Williams Companies, Inc.		748,768		27,547,175
				129,112,318

United States Renewables and Power Infrastructure — 10.0%⁽¹⁾
Atlantica Sustainable Infrastructure Plc		236,182		4,492,182
Clearway Energy, Inc.		378,968		9,462,831
NextEra Energy Partners LP		258,632		6,088,197
NextEra Energy, Inc.		26,725		1,563,680
				21,606,890
Total Common Stock (Cost $229,908,440)				218,012,380

	Shares/Units			Fair Value

Master Limited Partnerships — 21.6%⁽¹⁾

United States Natural Gas Gathering/Processing — 4.2%⁽¹⁾
Western Midstream Partners LP		307,481		$	9,169,083

United States Natural Gas/Natural Gas Liquids Pipelines — 12.2%⁽¹⁾
Energy Transfer LP		962,003			13,362,222
Enterprise Products Partners LP		489,300			13,103,454
					26,465,676

United States Refined Product Pipelines — 5.2%⁽¹⁾
MPLX LP		310,766			11,330,528
Total Master Limited Partnerships
(Cost $29,715,799)					46,965,287

Preferred Stock — 1.4%⁽¹⁾

United States Natural Gas Gathering/Processing — 1.4%⁽¹⁾
EnLink Midstream Partners
(Cost $3,400,000)		34,000			3,058,966

Money Market Fund — 1.8%⁽¹⁾

United States Investment Company — 1.8%⁽¹⁾
First American Government Obligations Fund, Class X, 5.285%⁽³⁾(Cost $3,898,807)		3,898,807			3,898,807

Total Investments — 125.3%⁽¹⁾
(Cost $266,923,046)					271,935,440
Liabilities in Excess of Other Assets — (0.6)%⁽¹⁾		(1,344,656	)
Credit Facility Borrowings — (4.9)%⁽¹⁾					(10,600,000	)
Senior Notes — (13.5)%⁽¹⁾					(29,170,677	)
Mandatory Redeemable Preferred Stock at Liquidation Value — (6.3)%⁽¹⁾					(13,753,775	)

Total Net Assets Applicable to Common Stockholders — 100.0%⁽¹⁾				$	217,066,332

(1)

Calculated as a percentage of net assets.

(2)

Non-income producing security.

(3)

Rate indicated is the current yield as of November 30, 2023.

See accompanying Notes to Financial Statements.

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Table of Contents

TTP Schedule of Investments

November 30, 2023

	Shares		Fair Value

Common Stock — 100.1%⁽¹⁾

Canada Crude Oil Pipelines — 15.8%⁽¹⁾
Enbridge, Inc.		172,836	$	6,026,791
Gibson Energy, Inc.		50,815		766,934
Pembina Pipeline Corp.		124,957		4,179,814
				10,973,539

Canada Natural Gas/Natural Gas Liquids Pipelines — 8.1%⁽¹⁾
Keyera Corp.		78,735		1,982,663
TC Energy Corp.		98,117		3,681,350
				5,664,013

United States Crude Oil Pipelines — 11.8%⁽¹⁾
Plains GP Holdings LP		508,250		8,213,320

United States Natural Gas Gathering/Processing — 11.6%⁽¹⁾
Antero Midstream Corp.		141,044		1,878,706
Equitrans Midstream Corp.		307,343		2,882,878
Hess Midstream Partners LP		91,698		2,983,853
Kinetik Holdings, Inc.		8,934		324,840
				8,070,277

United States Natural Gas/Natural Gas Liquids Pipelines — 47.6%⁽¹⁾
Cheniere Energy, Inc.		22,822		4,157,027
DT Midstream, Inc.		15,694		899,109
Excelerate Energy, Inc.		8,917		149,092
Kinder Morgan, Inc.		389,508		6,843,656
NextDecade Corp.⁽²⁾		70,953		354,056
ONEOK, Inc.		116,871		8,046,568
Targa Resources Corp.		46,463		4,202,578
The Williams Companies, Inc.		230,187		8,468,580
				33,120,666

United States Renewables and Power Infrastructure — 5.2%⁽¹⁾
Clearway Energy, Inc.		22,000		549,340
NextEra Energy Partners LP		29,030		683,366
Sempra Energy		32,242		2,349,475
				3,582,181
Total Common Stock (Cost $59,433,168)				69,623,996

	Shares/Units		Fair Value

Master Limited Partnerships — 22.4%⁽¹⁾

United States Crude Oil Pipelines — 1.3%⁽¹⁾
NuStar Energy LP		48,386	$	921,270

United States Natural Gas Gathering/Processing — 3.5%⁽¹⁾
Western Midstream Partners LP		82,032		2,446,194

United States Natural Gas/Natural Gas Liquids Pipelines — 11.6%⁽¹⁾
Energy Transfer LP		292,468		4,062,381
Enterprise Products Partners LP		148,325		3,972,143
				8,034,524

United States Other — 0.2%⁽¹⁾
Westlake Chemical Partners LP		4,940		111,891

United States Refined Product Pipelines — 5.8%⁽¹⁾
MPLX LP		111,185		4,053,805
Total Master Limited Partnerships (Cost $7,979,237)				15,567,684

Money Market Fund — 0.7%⁽¹⁾

United States Investment Company — 0.7%⁽¹⁾
Invesco Government & Agency Portfolio — Institutional Class, 5.282%⁽³⁾(Cost $457,549)		457,549		457,549

Total Investments — 123.2%⁽¹⁾
(Cost $67,869,954)				85,649,229
Liabilities in Excess of Other Assets — (0.2)%⁽¹⁾				(181,672	)
Credit Facility Borrowings — (8.5)%⁽¹⁾				(5,900,000	)
Senior Notes — (5.7)%⁽¹⁾				(3,942,857	)
Mandatory Redeemable Preferred Stock at Liquidation Value — (8.8)%⁽¹⁾				(6,100,000	)

Total Net Assets Applicable to Common Stockholders — 100.0%⁽¹⁾			$	69,524,700

(1)

Calculated as a percentage of net assets.

(2)

Non-income producing security.

(3)

Rate indicated is the current yield as of November 30, 2023.

See accompanying Notes to Financial Statements.

30	Tortoise

Table of Contents

2023 Annual Report | November 30, 2023

NDP Schedule of Investments

November 30, 2023

	Shares		Fair Value

Common Stock — 93.4%⁽¹⁾

Canada Crude Oil Pipelines — 1.4%⁽¹⁾
Enbridge, Inc.		23,865	$	832,173

Canada Natural Gas/Natural Gas Liquids Pipelines — 1.3%⁽¹⁾
TC Energy Corp.		19,745		740,832

Canada Oil and Gas Production — 2.3%⁽¹⁾
Suncor Energy, Inc.		40,528		1,337,019

United States Natural Gas Gathering/Processing — 2.7%⁽¹⁾
Kinetik Holdings, Inc.		5,678		206,452
Kodiak Gas Services, Inc.		79,293		1,397,936
				1,604,388

United States Natural Gas/Natural Gas Liquids Pipelines — 22.9%⁽¹⁾
Cheniere Energy, Inc.		37,456		6,822,610
Excelerate Energy, Inc.		6,209		103,815
Kinder Morgan, Inc.		56,165		986,819
NextDecade Corp.⁽²⁾		55,204		275,468
ONEOK, Inc.		8,500		585,225
Targa Resources Corp.		37,880		3,426,246
The Williams Companies, Inc.		36,175		1,330,878
				13,531,061

United States Oil and Gas Production — 58.4%⁽¹⁾
Chevron Corp.		18,828		2,703,701
ConocoPhillips		21,747		2,513,301
Coterra Energy, Inc.		50,396		1,322,895
Devon Energy Corp.		90,404		4,065,468
Diamondback Energy, Inc.		37,179		5,740,809
EOG Resources, Inc.		23,070		2,839,225
EQT Corp.		117,402		4,691,384
Exxon Mobil Corp.		43,043		4,422,238
Marathon Oil Corp.		81,694		2,077,478
Occidental Petroleum Corp.		43,302		2,561,313
Pioneer Natural Resources Co.		6,795		1,573,994
				34,511,806

United States Other — 2.4%⁽¹⁾
Baker Hughes Co.		38,763		1,308,251
Darling Ingredients, Inc.⁽²⁾		1,957		85,854
				1,394,105

United States Renewables and Power Infrastructure — 2.0%⁽¹⁾
American Electric Power Co., Inc.		2,921		232,365
Constellation Energy Corp.		8,071		976,914
				1,209,279
Total Common Stock (Cost $33,372,368)				55,160,663


	Shares/Units		Fair Value

Master Limited Partnerships — 21.0%⁽¹⁾

United States Natural Gas Gathering/Processing — 3.7%⁽¹⁾
Western Midstream Partners LP		72,535	$	2,162,993

United States Natural Gas/Natural Gas Liquids Pipelines — 10.9%⁽¹⁾
Energy Transfer LP		293,256		4,073,326
Enterprise Products Partners LP		89,274		2,390,758
				6,464,084

United States Oil and Gas Production — 2.3%⁽¹⁾
Mach Natural Resources LP⁽²⁾		26,315		466,302
TXO Partners LP		50,000		913,000
				1,379,302

United States Refined Product Pipelines — 4.1%⁽¹⁾
MPLX LP		66,440		2,422,402
Total Master Limited Partnerships (Cost $9,605,884)				12,428,781

Money Market Fund — 0.6%⁽¹⁾

United States Investment Company — 0.6%⁽¹⁾
Invesco Government & Agency Portfolio — Institutional Class, 5.282%⁽³⁾(Cost $336,952)		336,952		336,952

Total Investments — 115.0%⁽¹⁾ (Cost $43,315,204)				67,926,396
Liabilities in Excess of Other Assets — (0.1)%⁽¹⁾				(73,287	)
Credit Facility Borrowings — (14.9)%⁽¹⁾				(8,800,000	)

Total Net Assets Applicable to Common Stockholders — 100.0%⁽¹⁾			$	59,053,109

(1)

Calculated as a percentage of net assets.

(2)

Non-income producing security.

(3)

Rate indicated is the current yield as of November 30, 2023.

See accompanying Notes to Financial Statements.

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Table of Contents

TPZ Schedule of Investments

November 30, 2023

	Principal Amount		Fair Value

Corporate Bonds — 61.8%⁽¹⁾

Canada Crude Oil Pipelines — 6.5%⁽¹⁾
Enbridge, Inc. 5.500%, 07/15/2077	$	7,042,000	$	6,190,669
United States Natural Gas Gathering/Processing — 21.4%⁽¹⁾
Antero Midstream Partners LP 5.750%, 03/01/2027⁽²⁾		3,800,000		3,715,144
Blue Racer Midstream LLC 6.625%, 07/15/2026⁽²⁾		5,900,000		5,808,848
EnLink Midstream LLC 5.375%, 06/01/2029		4,000,000		3,859,876
Hess Corp. 5.625%, 02/15/2026⁽²⁾		4,160,000		4,108,000
The Williams Companies, Inc. 4.550%, 06/24/2024		3,000,000		2,977,887
				20,469,755

United States Natural Gas/Natural Gas Liquids Pipelines — 23.4%⁽¹⁾
Cheniere Corp. 5.875%, 03/31/2025		2,000,000		2,000,278
Cheniere Energy, Inc. 4.625%, 10/15/2028		3,100,000		2,958,074
DT Midstream, Inc. 4.375%, 06/15/2031⁽²⁾		2,000,000		1,756,175
NGPL PipeCo LLC 3.250%, 07/15/2031⁽²⁾		3,500,000		2,889,469
ONEOK, Inc. 6.350%, 01/15/2031		3,000,000		3,090,447
Rockies Express Pipeline LLC 4.950%, 07/15/2029⁽²⁾		3,000,000		2,767,489
Tallgrass Energy LP 5.500%, 01/15/2028⁽²⁾		3,250,000		2,998,275
Targa Resources Corp. 5.200%, 07/01/2027		4,000,000		3,967,039
				22,427,246

United States Other — 4.9%⁽¹⁾
New Fortress Energy, Inc. 6.500%, 09/30/2026⁽²⁾		5,000,000		4,751,877
United States Refined Product Pipelines — 1.6%⁽¹⁾
Buckeye Partners LP 5.850%, 11/15/2043		2,000,000		1,511,290
United States Renewables and Power Infrastructure — 4.0%⁽¹⁾
NextEra Energy, Inc. 4.800%, 12/01/2077		4,500,000		3,829,940
Total Corporate Bonds (Cost $62,538,121)				59,180,777

	Shares		Fair Value

Common Stock — 39.1%⁽¹⁾

Canada Crude Oil Pipelines — 1.4%⁽¹⁾
Enbridge, Inc.		39,056	$	1,361,883

Canada Natural Gas/Natural Gas Liquids Pipelines — 1.9%⁽¹⁾
TC Energy Corp.		48,667		1,825,986

United States Crude Oil Pipelines — 6.1%⁽¹⁾
Plains GP Holdings LP		358,745		5,797,319

United States Natural Gas Gathering/Processing — 5.1%⁽¹⁾
EnLink Midstream LLC		90,965		1,243,492
Equitrans Midstream Corp.		108,596		1,018,630
Hess Midstream Partners LP		66,901		2,176,959
Kinetik Holdings, Inc.		11,954		434,647
				4,873,728

United States Natural Gas/Natural Gas Liquids Pipelines — 21.1%⁽¹⁾
DT Midstream, Inc.		24,885		1,425,662
Excelerate Energy, Inc.		11,787		197,079
Kinder Morgan, Inc.		160,775		2,824,817
NextDecade Corp.⁽³⁾		98,612		492,074
ONEOK, Inc.		73,551		5,063,986
Targa Resources Corp.		63,653		5,757,414
The Williams Companies, Inc.		121,546		4,471,677
				20,232,709

United States Refining — 0.4%⁽¹⁾
PBF Energy, Inc.		8,275		367,410

United States Renewables and Power Infrastructure — 3.1%⁽¹⁾
Atlantica Sustainable Infrastructure Plc		16,523		314,267
NextEra Energy Partners LP		8,013		188,626
Sempra Energy		33,854		2,466,941
				2,969,834

Total Common Stock (Cost $29,186,696)				37,428,869

See accompanying Notes to Financial Statements.

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Table of Contents

2023 Annual Report | November 30, 2023

TPZ Schedule of Investments (continued)

November 30, 2023

	Shares/Units		Fair Value

Master Limited Partnerships — 23.6%⁽¹⁾

United States Crude Oil Pipelines — 1.8%⁽¹⁾
NuStar Energy LP		90,687	$	1,726,680
United States Natural Gas Gathering/Processing — 4.2%⁽¹⁾
Western Midstream Partners LP		135,715		4,047,021
United States Natural Gas/Natural Gas Liquids Pipelines — 10.5%⁽¹⁾
Energy Transfer LP		370,881		5,151,537
Enterprise Products Partners LP		184,023		4,928,136
				10,079,673
United States Refined Product Pipelines — 7.1%⁽¹⁾
Holly Energy Partners LP		30,993		633,807
MPLX LP		167,813		6,118,462
				6,752,269
Total Master Limited Partnerships (Cost $12,627,406)				22,605,643

	Shares		Fair Value

Money Market Fund — 0.4%⁽¹⁾

United States Investment Company — 0.4%⁽¹⁾
Invesco Government & Agency Portfolio — Institutional Class, 5.282%⁽⁴⁾(Cost $340,564)		340,564	$	340,564

Total Investments — 124.9%⁽¹⁾ (Cost $104,692,787)				119,555,853
Other Assets in Excess of Liabilities — 0.8%⁽¹⁾				768,550
Credit Facility Borrowings — (25.7)%⁽¹⁾				(24,600,000	)

Total Net Assets Applicable to Common Stockholders — 100.0%⁽¹⁾			$	95,724,403

(1)

Calculated as a percentage of net assets.

(2)

Restricted securities have a total fair value of $28,795,277, which represents 30.1% of total net assets. See Note 6 to financial statements for further disclosure.

(3)

Non-income producing security.

(4)

Rate indicated is the current yield as of November 30, 2023.

See accompanying Notes to Financial Statements.

Tortoise

Table of Contents

TEAF Consolidated Schedule of Investments

November 30, 2023

	Shares		Fair Value

Common Stock — 45.0%⁽¹⁾

Australia Natural Gas/Natural Gas Liquids Pipelines — 1.3%⁽¹⁾
APA Group		442,606	$	2,494,618
Australila Other — 1.9%⁽¹⁾
Atlas Arteria Ltd.		992,726		3,804,478
Canada Renewables — 1.0%⁽¹⁾
Innergex Renewable Energy, Inc.⁽²⁾		294,405		2,084,993
France Other — 0.9%⁽¹⁾
Vinci SA		13,906		1,699,841
France Power — 0.6%⁽¹⁾
Engie SA		70,301		1,218,081
Germany Power — 1.5%⁽¹⁾
RWE AG⁽²⁾		68,204		2,922,816
Hong Kong Solar — 0.4%⁽¹⁾
Xinyi Energy Holdings Ltd.		4,755,664		797,552
Hong Kong Transportation/Storage — 0.6%⁽¹⁾
China Suntien Green Energy Corp. Ltd.		3,704,242		1,232,961
Italy Power — 6.1%⁽¹⁾
ENAV SpA⁽²⁾		649,850		2,317,306
Enel SpA		512,946		3,621,386
Iren SpA		1,215,003		2,695,304
Terna SpA		447,937		3,606,120
				12,240,116
Portugal Power — 2.9%⁽¹⁾
EDP — Energias de Portugal SA⁽²⁾		1,209,999		5,778,018
Spain Other — 1.6%⁽¹⁾
Ferrovial SE⁽²⁾		93,777		3,241,926
Spain Power — 2.3%⁽¹⁾
Iberdrola SA⁽²⁾		371,053		4,582,123
United Kingdom Power — 5.5%⁽¹⁾
National Grid Plc		300,253		3,894,787
SSE Plc⁽²⁾		309,113		7,151,148
				11,045,935
United Kingdom Renewable Infrastructure — 0.9%⁽¹⁾
Greencoat UK Wind Plc⁽²⁾		1,005,074		1,825,885

	Shares		Fair Value

United States Natural Gas/Natural Gas Liquids Pipelines — 8.1%⁽¹⁾

Cheniere Energy, Inc.⁽²⁾		30,700	$	5,592,005
NextDecade Corp.⁽³⁾		75,000		374,250
Targa Resources Corp.⁽²⁾		61,158		5,531,741
The Williams Companies, Inc.⁽²⁾		125,859		4,630,353
				16,128,349

United States Power — 5.3%⁽¹⁾
Ameren Corp.⁽²⁾		20,040		1,554,904
American Electric Power Co, Inc.⁽²⁾		63,582		5,057,948
Atlantica Sustainable Infrastructure Plc⁽²⁾		75,263		1,431,502
Edison International		22,360		1,497,896
Exelon Corp.		28,739		1,106,739
				10,648,989

United States Renewables — 3.0%⁽¹⁾
Dominion Energy, Inc.⁽²⁾		48,224		2,186,476
NextEra Energy, Inc.⁽²⁾		47,543		1,119,162
NextEra Energy Partners LP⁽²⁾		45,491		2,661,679
				5,967,317

United States Solar — 0.1%⁽¹⁾
Sunnova Energy International, Inc.⁽²⁾⁽³⁾		20,692		240,027

United States Utilities — 1.0%⁽¹⁾
Essential Utilities, Inc.⁽²⁾		58,349		2,077,808
Total Common Stock (Cost $95,716,602)				90,031,833

Private Investment — 25.2%⁽¹⁾

United States Natural Gas/Natural Gas Liquids Pipelines — 1.5%⁽¹⁾
Mexico Pacific Limited LLC (MLP) Series A⁽⁴⁾⁽⁵⁾		135,180		2,966,390

United States Power — 5.0%⁽¹⁾
One Energy⁽⁴⁾⁽⁵⁾		20,685		9,934,799
United States Renewables — 18.7%⁽¹⁾
Renewable Holdco, LLC^(4)(5)(6)		N/A		6,907,194
Renewable Holdco I, LLC^(4)(5)(6)		N/A		17,995,373
Renewable Holdco II, LLC^(4)(5)(6)		N/A		12,599,702
				37,502,269
Total Private Investment (Cost $51,841,735)				50,403,458

See accompanying Notes to Financial Statements.

34	Tortoise

Table of Contents

2023 Annual Report | November 30, 2023

TEAF Consolidated Schedule of Investments (continued)

November 30, 2023

	Principal Amount		Fair Value

Corporate Bonds — 15.7%⁽¹⁾

United States Healthcare — 1.7%⁽¹⁾
315/333 West Dawson Associates SUB 144A NT 11.000%, 01/31/2026⁽⁵⁾	$	3,770,000	$	3,497,541
United States Project Finance — 6.2%⁽¹⁾
C2NC HLDGS LLC 14.500%, 05/01/2027		2,110,000		2,146,657
C2NC Holdings 13.000%, 05/01/2027		10,445,000		10,178,353
				12,325,010

United States Senior Living — 7.8%⁽¹⁾
Ativo Albuquerque LLC 12.000%, 01/01/2028⁽⁵⁾		2,032,000		2,054,962

Contour Propco 1735 S MISSION SUB 144A NT 11.000%, 10/01/2025^(4)(5)(8)		5,715,000		3,976,106
Dove Mountain Residences LLC 11.000%, 02/01/2026⁽⁵⁾		1,050,000		975,064
Dove Mountain Residences LLC 16.000%, 02/01/2026⁽⁵⁾		1,033,748		950,676
Drumlin Reserve Property LLC 10.000%, 10/02/2025⁽⁵⁾		1,705,311		1,660,244
JW Living Smithville Urban Ren Sub Global 144A 27 11.750%, 06/01/2027⁽⁵⁾		3,890,000		3,808,002
Realco Perry Hall MD LLC/OPCO Sub 144A NT 10.000%, 10/01/2024⁽⁵⁾		2,198,000		2,167,850
				15,592,904
Total Corporate Bonds (Cost $33,855,307)				31,415,455

	Principal Amount		Fair Value

Municipal Bonds — 9.0%⁽¹⁾

Arizona — 0.1%⁽¹⁾
Maricopa County Industrial Development Authority 11.000%, 07/01/2033	$	138,000	$	128,254

Florida — 0.3%⁽¹⁾
Florida Development Finance Corp. 5.720%, 07/01/2025⁽⁷⁾		445,000		422,750
Florida Development Finance Corp. 11.000%, 08/01/2032		320,000		304,037
				726,787

Pennsylvania — 0.2%⁽¹⁾
Pennsylvania Economic Development Financing Authority 14.000%, 12/01/2027		405,000		403,276

South Carolina — 3.0%⁽¹⁾
South Carolina Jobs-Economic Development Authority 7.500%, 03/15/2030		3,850,000		3,657,662
South Carolina Jobs-Economic Development Authority 11.000%, 03/15/2030		575,000		563,639
South Carolina Jobs-Economic Development Authority 7.600%, 03/15/2033		1,505,000		1,400,743
South Carolina Jobs-Economic Development Authority 11.000%, 03/15/2033		375,000		352,056
				5,974,100

Wisconsin — 5.4%⁽¹⁾
Public Finance Authority 7.500%, 06/01/2029		8,925,000		8,631,247
Public Finance Authority 10.000%, 09/01/2031		525,000		430,908
Public Finance Authority 10.000%, 09/01/2031		145,000		132,036
Public Finance Authority 11.000%, 01/15/2033		405,000		399,244
Public Finance Authority 11.000%, 02/01/2033		936,000		921,426
Public Finance Authority 11.000%, 06/30/2034		330,000		318,119
				10,832,980
Total Municipal Bonds (Cost $18,615,764)				18,065,397

See accompanying Notes to Financial Statements.

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TEAF Consolidated Schedule of Investments (continued)

November 30, 2023

	Principal Amount/ Shares/Units		Fair Value

Master Limited Partnerships — 7.1%⁽¹⁾

United States Natural Gas/Natural Gas Liquids Pipelines — 4.4%⁽¹⁾
Energy Transfer LP⁽²⁾		380,800	$	5,289,312
Enterprise Products Partners LP⁽²⁾		128,400		3,438,552
				8,727,864

United States Refined Product Pipelines — 2.7%⁽¹⁾
MPLX LP⁽²⁾		148,624		5,418,831
Total Master Limited Partnerships (Cost $9,403,686)				14,146,695

Private Notes — 6.7%⁽¹⁾

Bermuda Renewables — 1.8%⁽¹⁾
Saturn Solar Bermuda 1 Ltd. 10.000%, 12/31/2023⁽⁴⁾⁽⁵⁾		3,510,000		3,649,698
United States Water Equipment & Services — 4.9%⁽¹⁾
EF WWW HOLDINGS LLC 10.500%, 09/30/2026⁽⁴⁾⁽⁵⁾		9,600,000		9,792,000
Total Private Notes (Cost $13,378,904)				13,441,698

Preferred Stock — 2.4%⁽¹⁾

United States Natural Gas/Natural Gas Liquids Pipelines — 2.4%⁽¹⁾
Enterprise Products Partners LP 7.250%, 09/30/2025⁽⁴⁾⁽⁵⁾ (Cost $5,642,901)		5,000		4,769,400

Bank Loan — 0.2%⁽¹⁾

United States Education — 0.2%⁽¹⁾
Village Charter School, Inc. 0.000%, 12/15/2023⁽⁴⁾⁽⁷⁾ (Cost $800,000)		800,000		503,725

Special Purpose Acquisition Company Warrant — 0.0%⁽¹⁾

France Renewables — 0.0%⁽¹⁾
Arverne Group SA Warrant Total Warrants (Cost $–)		250,000		10,885

	Shares		Fair Value

Money Market Fund — 0.2%⁽¹⁾

United States Investment Company — 0.2%⁽¹⁾
First American Government Obligations Fund, Class X, 5.285%⁽⁹⁾(Cost $433,797)		433,797	$	433,797

Total Investments — 111.5%⁽¹⁾(Cost $229,688,696)				223,222,343
Liabilities in Excess of Other Assets — 0.5%⁽¹⁾				1,035,270
Credit Facility Borrowings — (12.0)%⁽¹⁾				(24,000,000	)

Total Net Assets Applicable to Common Stockholders — 100.0%⁽¹⁾			$	200,257,613

(1)

Calculated as a percentage of net assets applicable to common stockholders.

(2)

All or a portion of the security is segregated as collateral for the margin borrowing facility.

(3)

Non-income producing security.

(4)

Securities have been valued by using significant unobservable inputs in accordance with fair value procedures and are categorized as level 3 investments.

(5)

Restricted securities have a total fair value of $87,705,001 which represents 43.8% of net assets. See Note 6 to financial statements for further disclosure.

(6)

Deemed to be an affiliate of the fund. See Note 7 to financial statements for further disclosure.

	(7)	Security in forbearance at November 30, 2023.
	(8)	Security in default at November 30, 2023.

(9)

Rate indicated is the current yield as of November 30, 2023.

See accompanying Notes to Financial Statements.

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2023 Annual Report | November 30, 2023

Schedule of Options Written

November 30, 2023

TEAF

Call Options Written	Expiration Date	Strike Price		Contracts		Notional Value		Fair Value
Enel SpA	Dec 2023	$	7.06		1,000	$	3,532,165	$	(46,805	)
Total Value of Call Options Written (Premiums received $34,025)						$	3,532,165	$	(46,805	)

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Statements of Assets & Liabilities

November 30, 2023

	Tortoise Energy Infrastructure Corp.⁽¹⁾			Tortoise Midstream Energy Fund, Inc.
Assets
Investments in unaffiliated securities at fair value⁽²⁾	$	476,806,333		$	271,935,440
Investments in affiliated securities at fair value⁽³⁾		14,550,615			—
Cash at broker		—			—
Cash		—			—
Receivable for investments sold		—			—
Receivable for insurance claim		—			27,365
Dividends, distributions and interest receivable from investments		985,833			696,601
Expense Reimbursement Receivable		—			—
Prepaid expenses and other assets		308,324			159,026
Total assets		492,651,105			272,818,432
Liabilities
Call options written, at fair value⁽⁴⁾		—			—
Payable to Adviser		774,503			428,080
Payable for investments purchased		—			—
Accrued expenses and other liabilities		1,545,391			602,731
Current tax liability		2,129,680			1,259,442
Credit facility borrowings		7,300,000			10,600,000
Senior notes, net⁽⁵⁾		64,795,979			29,128,327
Mandatory redeemable preferred stock, net⁽⁶⁾		35,609,040			13,733,520
Total liabilities		112,154,593			55,752,100
Net assets applicable to common stockholders	$	380,496,512		$	217,066,332

Net Assets Applicable to Common Stockholders Consist of:
Capital stock, $0.001 par value per share	$	10,765		$	5,093
Additional paid-in capital		598,943,065			653,597,167
Total distributable accumulated losses		(218,457,318	)		(436,535,928	)
Net assets applicable to common stockholders	$	380,496,512		$	217,066,332

Capital shares:
Authorized		100,000,000			100,000,000
Outstanding		10,764,933			5,092,810
Net Asset Value per common share outstanding (net assets applicable to common stock, divided by common shares outstanding)	$	35.35		$	42.62

(1) Consolidated Statement of Assets and Liabilities (See Note 13 to the financial statements for further disclosure).
(2) Investments in unaffiliated securities at cost	$	499,724,832		$	266,923,046
(3) Investments in affiliated securities at cost	$	50,141,470		$	—
(4) Call options written, premiums received	$	—		$	—
(5) Deferred debt issuance and offering costs	$	57,354		$	42,350
(6) Deferred offering costs	$	51,570		$	20,255

See accompanying Notes to Financial Statements.

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2023 Annual Report | November 30, 2023

Tortoise Pipeline & Energy Fund, Inc.			Tortoise Energy Independence Fund, Inc.			Tortoise Power and Energy Infrastructure Fund, Inc.			Ecofin Sustainable and Social Impact Term Fund⁽¹⁾

$	85,649,229		$	67,926,396		$	119,555,853		$	185,720,074
	—			—			—			37,502,269
	—			—			—			110,010
	—			—			—			40,208
	281,533			—			—			—
	—			—			—			—
	106,999			172,982			1,229,459			1,695,047
	50,607			50,467			—			—
	78,978			6,498			17,066			4,087
	86,167,346			68,156,343			120,802,378			225,071,695

	—			—			—			46,805
	154,891			129,519			189,896			510,125
	279,580			—			—			—
	277,093			173,715			288,079			257,152
	—			—			—			—
	5,900,000			8,800,000			24,600,000			24,000,000
	3,937,212			—			—			—
	6,093,870			—			—			—
	16,642,646			9,103,234			25,077,975			24,814,082
$	69,524,700		$	59,053,109		$	95,724,403		$	200,257,613


$	2,011		$	1,666		$	5,890		$	13,491
	165,365,776			209,410,767			99,215,704			233,987,000
	(95,843,087	)		(150,359,324	)		(3,497,191	)		(33,742,878	)
$	69,524,700		$	59,053,109		$	95,724,403		$	200,257,613


	100,000,000			100,000,000			100,000,000			100,000,000

	2,010,566			1,666,014			5,890,167			13,491,127


$	34.58		$	35.45		$	16.25		$	14.84



$	67,869,954		$	43,315,204		$	104,692,787		$	188,925,161
$	—		$	—		$	—		$	40,763,535
$	—		$	—		$	—		$	34,025
$	5,645		$	—		$	—		$	—
$	6,130		$	—		$	—		$	—

See accompanying Notes to Financial Statements.

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Statements of Operations

For the year ended November 30, 2023

	Tortoise Energy			Tortoise
	Infrastructure			Midstream Energy
	Corp.⁽¹⁾			Fund, Inc.
Investment Income
Distributions from master limited partnerships	$	9,434,072		$	4,701,809
Dividends and distributions from common stock		17,070,728			11,647,012
Dividends and distributions from preferred stock		—			—
Dividends and distributions from affiliated investments		—			—
Less return of capital on distributions⁽²⁾		(11,311,480	)		(8,057,534	)
Less foreign taxes withheld		—			(275,739	)
Net dividends and distributions from investments		15,193,320			8,015,548
Interest income		524,846			354,093
Other income		41,390			72,247
Total Investment Income		15,759,556			8,441,888
Operating Expenses
Advisory fees		5,074,627			2,665,183
Administrator fees		229,645			127,024
Professional fees		1,354,700			1,247,469
Directors fees		88,556			47,209
Stockholder communication expenses		95,018			83,703
Custodian fees and expenses		25,134			14,406
Fund accounting fees		62,248			46,454
Registration fees		27,008			25,755
Stock transfer agent fees		86,646			67,552
Other operating expense		140,714			27,074
Total Operating Expenses		7,184,296			4,351,829
Leverage Expenses
Interest expense		3,737,413			1,829,380
Distributions to mandatory redeemable preferred stockholders		1,224,551			545,914
Amortization of debt issuance costs		46,107			17,218
Other leverage expenses		234,469			149,916
Total Leverage Expenses		5,242,540			2,542,428
Total Expenses		12,426,836			6,894,257
Less expense reimbursement by Adviser (Note 4)		—			—
Net Expenses		12,426,836			6,894,257
Net Investment Income (Loss), before Income Taxes		3,332,720			1,547,631
Deferred tax benefit (expense)		—			—
Net Investment Income (Loss)	$	3,332,720		$	1,547,631

(1)	Consolidated Statement of Operations (See Note 13 to the financial statements for further disclosure).
(2)	Return of Capital may be in excess of current year distributions due to prior year adjustments. See Note 2 to the financial statements for further disclosure.

See accompanying Notes to Financial Statements.

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2023 Annual Report | November 30, 2023

						Tortoise Power			Ecofin
Tortoise Pipeline			Tortoise Energy			and Energy			Sustainable
& Energy			Independence			Infrastructure			and Social Impact
Fund, Inc.			Fund, Inc.			Fund, Inc.			Term Fund⁽¹⁾

$	1,622,657		$	980,509		$	2,350,240		$	1,462,355
	3,873,507			2,168,875			1,947,962			4,755,246
	—			—			—			489,877
	—			—			—			1,156,570
	(2,792,164	)		(966,317	)		(2,999,027	)		(2,734,884	)
	(167,267	)		(29,251	)		(39,589	)		(389,546	)
	2,536,733			2,153,816			1,259,586			4,739,618
	18,870			20,354			3,313,813			6,003,567
	—			—			—			—
	2,555,603			2,174,170			4,573,399			10,743,185

	955,512			752,024			1,150,124			3,249,209
	49,218			44,553			65,389			109,147
	126,910			162,874			140,750			173,920
	52,839			52,764			45,582			46,077
	18,868			23,940			46,666			31,592
	6,843			5,702			6,452			33,263
	27,318			26,518			27,831			31,626
	24,604			24,554			24,777			23,925
	57,242			64,091			61,789			18,711
	55,344			22,158			18,838			163,327
	1,374,698			1,179,178			1,588,198			3,880,797

	682,403			481,412			1,004,886			1,766,870
	290,100			—			—			—
	11,373			—			—			—
	71,600			—			—			—
	1,055,476			481,412			1,004,886			1,766,870
	2,430,174			1,660,590			2,593,084			5,647,667
	(202,024	)		(256,239	)		—			—
	2,228,150			1,404,351			2,593,084			5,647,667
	327,453			769,819			1,980,315			5,095,518
	—			—			—			51,306
$	327,453		$	769,819		$	1,980,315		$	5,146,824

See accompanying Notes to Financial Statements.

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Statements of Operations (continued)
For the year ended November 30, 2023

	Tortoise Energy Infrastructure Corp.⁽¹⁾			Tortoise Midstream Energy Fund, Inc.
Realized and Unrealized Loss on Investments and Foreign Currency
Net realized gain (loss) on investments in unaffiliated securities	$	35,417,842		$	22,986,581
Net realized gain on written options		—			—
Net realized gain (loss) on foreign currency and translation of other assets and liabilities denominated in foreign currency		—			(2,128	)
Net realized gain (loss), before income taxes		35,417,842			22,984,453
Current tax benefit		13,467,645			5,026,388
Net realized gain (loss)		48,885,487			28,010,841
Net change in unrealized appreciation (depreciation) of investments in unaffiliated securities		(67,366,509	)		(22,608,984	)
Net change in unrealized appreciation (depreciation) of investments in affiliated securities		(474,126	)		—
Net change in unrealized appreciation (depreciation) of options		—			—
Net change in unrealized appreciation (depreciation) of other assets and liabilities due to foreign currency translation		(185	)		896
Net unrealized appreciation (depreciation), before income taxes		(67,840,820	)		(22,608,088	)
Net unrealized appreciation (depreciation)		(67,840,820	)		(22,608,088	)
Net Realized and Unrealized Gain (Loss)		(18,955,333	)		5,402,753
Net Increase (Decrease) in Net Assets Applicable to Common Stockholders Resulting from Operations	$	(15,622,613	)	$	6,950,384

(1)	Consolidated Statement of Operations (See Note 13 to the financial statements for further disclosure).

(2)	Return of Capital may be in excess of current year distributions due to prior year adjustments. See Note 2 to the financial statements for further disclosure.

See accompanying Notes to Financial Statements.

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Tortoise Pipeline & Energy Fund, Inc.			Tortoise Energy Independence Fund, Inc.			Tortoise Power and Energy Infrastructure Fund, Inc.		Ecofin Sustainable and Social Impact Term Fund⁽¹⁾

$	5,348,292		$	4,831,262		$	5,973,685	$	(4,180,068	)
	—			—			—		50,978

	908			(114	)		98		(13,276	)
	5,349,200			4,831,148			5,973,783		(4,142,366	)
	—			—			—		—
	5,349,200			4,831,148			5,973,783		(4,142,366	)
	(1,339,449	)		(6,195,006	)		1,988,929		(2,133,536	)
	—			—			—		(4,834,439	)
	—			—			—		(12,781	)

	1,440			186			457		6,373
	(1,338,009	)		(6,194,820	)		1,989,386		(6,974,383	)
	(1,338,009	)		(6,194,820	)		1,989,386		(6,974,383	)
	4,011,191			(1,363,672	)		7,963,169		(11,116,749	)

$	4,338,644		$	(593,853	)	$	9,943,484	$	(5,969,925	)

See accompanying Notes to Financial Statements.

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Statements of Changes in Net Assets

	Tortoise Energy Infrastructure Corp.⁽¹⁾
	Year Ended November 30, 2023			Year Ended November 30, 2022

Operations
Net investment income (loss)	$	3,332,720		$	1,391,127
Net realized gain (loss)		48,885,487			112,955,888
Net unrealized appreciation (depreciation)		(67,840,820	)		(11,085,418	)
Net increase (decrease) in net assets applicable to common stockholders resulting from operations		(15,622,613	)		103,261,597
Distributions to Common Stockholders
From distributable earnings		(18,410,881	)		—
From return of capital		(13,368,334	)		(33,451,804	)
Total distributions to common stockholders		(31,779,215	)		(33,451,804	)
Capital Stock Transactions
Cost of shares repurchased and retired through tender offer		(18,719,638	)		(23,235,549	)
Net increase (decrease) in net assets applicable to common stockholders from capital stock transactions		(18,719,638	)		(23,235,549	)
Total increase (decrease) in net assets applicable to common stockholders		(66,121,466	)		46,574,244
Net Assets
Beginning of period		446,617,978			400,043,734
End of period	$	380,496,512		$	446,617,978
Transactions in common shares
Shares outstanding at beginning of period		11,331,508			11,927,903
Shares repurchased (See Note 14)		(566,575	)		(596,395	)
Shares outstanding at end of period		10,764,933			11,331,508

(1)	Consolidated Statement of Changes in Net Assets (See Note 13 to the financial statements for further disclosure).

See accompanying Notes to Financial Statements.

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2023 Annual Report | November 30, 2023

Tortoise Midstream Energy Fund, Inc.						Tortoise Pipeline & Energy Fund, Inc.
Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2023			Year Ended November 30, 2022

$	1,547,631		$	1,017,339		$	327,453		$	170,573
	28,010,841			76,637,335			5,349,200			1,792,955
	(22,608,088	)		(11,930,583	)		(1,338,009	)		18,113,795

	6,950,384			65,724,091			4,338,644			20,077,323

	(8,701,938	)		—			(1,109,052	)		(1,083,713	)
	(7,603,071	)		(17,163,158	)		(3,823,183	)		(4,108,112	)
	(16,305,009	)		(17,163,158	)		(4,932,235	)		(5,191,825	)

	(10,600,666	)		(12,380,698	)		(3,390,441	)		(3,665,779	)

	(10,600,666	)		(12,380,698	)		(3,390,441	)		(3,665,779	)
	(19,955,291	)		36,180,235			(3,984,032	)		11,219,719

	237,021,623			200,841,388			73,508,732			62,289,013
$	217,066,332		$	237,021,623		$	69,524,700		$	73,508,732

	5,360,842			5,642,991			2,116,385			2,227,773
	(268,032	)		(282,149	)		(105,819	)		(111,388	)
	5,092,810			5,360,842			2,010,566			2,116,385

See accompanying Notes to Financial Statements.

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Statements of Changes in Net Assets (continued)

	Tortoise Energy Independence Fund, Inc.
	Year Ended November 30, 2023			Year Ended November 30, 2022
Operations
Net investment income (loss)	$	769,819		$	1,470,020
Net realized gain (loss)		4,831,148			5,081,718
Net unrealized appreciation (depreciation)		(6,194,820	)		21,478,683
Net increase (decrease) in net assets applicable to common stockholders resulting from operations		(593,853	)		28,030,421
Distributions to Common Stockholders
From distributable earnings		(1,293,398	)		(1,496,794	)
From return of capital		(3,070,680	)		(2,291,192	)
Total distributions to common stockholders		(4,364,078	)		(3,787,986	)
Capital Stock Transactions
Cost of shares repurchased and retired through tender offer		(3,055,787	)		(3,573,817	)
Net increase (decrease) in net assets applicable to common stockholders from capital stock transactions		(3,055,787	)		(3,573,817	)
Total increase (decrease) in net assets applicable to common stockholders		(8,013,718	)		20,668,618
Net Assets
Beginning of period		67,066,827			46,398,209
End of period	$	59,053,109		$	67,066,827
Transactions in common shares
Shares outstanding at beginning of period		1,753,698			1,845,997
Shares repurchased (See Note 14)		(87,684	)		(92,299	)
Shares outstanding at end of period		1,666,014			1,753,698

(1)	Consolidated Statement of Changes in Net Assets (See Note 13 to the financial statements for further disclosure).

See accompanying Notes to Financial Statements.

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2023 Annual Report | November 30, 2023

Tortoise Power and Energy Infrastructure Fund, Inc.						Ecofin Sustainable and Social Impact Term Fund⁽¹⁾
Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2023			Year Ended November 30, 2022

$	1,980,315		$	1,553,435		$	5,146,824		$	5,921,913
	5,973,783			282,059			(4,142,366	)		9,000,317
	1,989,386			10,522,210			(6,974,383	)		(11,340,608	)

	9,943,484			12,357,704			(5,969,925	)		3,581,622

	(3,812,109	)		(1,907,796	)		(4,770,361	)		(6,211,270	)
	(3,967,561	)		(5,693,483	)		(9,800,056	)		(7,954,413	)
	(7,779,670	)		(7,601,279	)		(14,570,417	)		(14,165,683	)

	(4,684,221	)		(4,973,178	)		—			—

	(4,684,221	)		(4,973,178	)		—			—
	(2,520,407	)		(216,753	)		(20,540,342	)		(10,584,061	)

	98,244,810			98,461,563			220,797,955			231,382,016
$	95,724,403		$	98,244,810		$	200,257,613		$	220,797,955

	6,200,175			6,526,499			13,491,127			13,491,127
	(310,008	)		(326,324	)		—			—
	5,890,167			6,200,175			13,491,127			13,491,127

See accompanying Notes to Financial Statements.

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Statements of Cash Flows

For year ended November 30, 2023


	Tortoise Energy Infrastructure Corp.⁽¹⁾			Tortoise Midstream Energy Fund, Inc.
Cash Flows From Operating Activities
Dividends, distributions and interest received from investments	$	27,224,185		$	16,498,461
Purchases of long-term investments		(228,838,197	)		(170,942,345	)
Proceeds from sales of long-term investments		314,048,552			205,084,165
Sales (purchases) of short-term investments, net		(106,415	)		(3,662,766	)
Call options written, net		—			—
Interest received on securities sold, net		—			—
Interest expense paid		(3,987,722	)		(1,803,440	)
Distributions to mandatory redeemable preferred stockholders		(1,223,067	)		(594,103	)
Other leverage expenses paid		(220,577	)		(193,924	)
Net income tax refunds received (income taxes paid)		(8,884,140	)		(4,145,626	)
Operating expenses paid		(7,335,099	)		(4,490,542	)
Net cash provided by (used in) operating activities		90,677,520			35,749,880
Cash Flows From Financing Activities
Advances (payments) on credit facilities, net		(23,400,000	)		100,000
Redemption of mandatory redeemable preferred stock		—			(5,965,150	)
Repayment of senior notes		(16,778,667	)		(2,979,055	)
Cost of shares repurchased and retired through tender offer		(18,719,638	)		(10,600,666	)
Distributions paid to common stockholders		(31,779,215	)		(16,305,009	)
Net cash provided by (used in) financing activities		(90,677,520	)		(35,749,880	)
Net change in cash		—			—
Cash — beginning of period		—			—
Cash — end of period	$	—		$	—

(1)	Consolidated Statement of Cash Flows (See Note 13 to the financial statements for further disclosure).

See accompanying Notes to Financial Statements.

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Tortoise Pipeline & Energy Fund, Inc.			Tortoise Energy Independence Fund, Inc.			Tortoise Power and Energy Infrastructure Fund, Inc.			Ecofin Sustainable and Social Impact Term Fund⁽¹⁾

$	5,378,370		$	3,203,374		$	7,606,993		$	13,917,392
	(6,375,352	)		(9,839,835	)		(11,714,952	)		(55,348,522	)
	15,646,287			10,128,838			20,493,974			66,831,270
	(162,904	)		219,259			(34,465	)		(23,658	)
	—			—			—			85,003
	—			—			111,347			308,516
	(696,660	)		(418,088	)		(961,066	)		(1,753,073	)
	(316,533	)		—			—			—
	(50,000	)		—			—			—
	—			—			—			—
	(1,200,532	)		(973,683	)		(1,737,940	)		(3,940,317	)
	12,222,676			2,319,865			13,763,891			20,076,611

	(3,900,000	)		5,100,000			(1,300,000	)		(5,500,000	)
	—			—			—			—
	—			—			—			—
	(3,390,441	)		(3,055,787	)		(4,684,221	)		—
	(4,932,235	)		(4,364,078	)		(7,779,670	)		(14,570,417	)
	(12,222,676	)		(2,319,865	)		(13,763,891	)		(20,070,417	)
	—			—			—			6,194
	—			—			—			144,024
$	—		$	—		$	—		$	150,218

See accompanying Notes to Financial Statements.

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Statements of Cash Flows (continued)

For year ended November 30, 2023

	Tortoise Energy Infrastructure Corp.⁽¹⁾			Tortoise Midstream Energy Fund, Inc.
Reconciliation of net increase (decrease) in net assets applicable to common stockholders resulting from operations to net cash provided by (used in) operating activities
Net increase (decrease) in net assets applicable to common stockholders resulting from operations	$	(15,622,613	)	$	6,950,384
Adjustments to reconcile net increase (decrease) in net assets applicable to common stockholders resulting from operations to net cash provided by (used in) operating activities:
Purchases of long-term investments		(227,177,802	)		(158,815,124	)
Proceeds from sales of long-term investments		312,392,560			192,965,023
Sales (purchases) of short-term investments, net		(106,415	)		(3,662,766	)
Call options written, net		—			—
Return of capital on distributions received		11,311,480			8,057,534
Deferred tax expense (benefit)		—			—
Net unrealized (appreciation) depreciation		67,840,820			22,608,088
Amortization (accretion) of market premium (discount), net		(25,785	)		(17,248	)
Net realized gain (loss)		(35,417,842	)		(22,984,453	)
Amortization of debt issuance costs		46,107			17,218
Changes in operating assets and liabilities:
(Increase) decrease in dividends, distributions and interest receivable from investments		182,507			33,002
(Increase) decrease in receivable for investments sold		1,655,992			12,119,142
(Increase) decrease in prepaid expenses and other assets		12,040			(11	)
Increase (decrease) in payable for investments purchased		(1,660,395	)		(12,127,221	)
Increase (decrease) in payable to Adviser, net of fees waived		39,783			44,681
Decrease in current tax liability		(22,355,357	)		(9,188,730	)
Increase (decrease) in accrued expenses and other liabilities		(437,560	)		(249,639	)
Total adjustments		106,300,133			28,799,496
Net cash provided by (used in) operating activities	$	90,677,520		$	35,749,880

(1) Consolidated Statement of Cash Flows (See Note 13 to the financial statements for further disclosure).

See accompanying Notes to Financial Statements.

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Tortoise Pipeline & Energy Fund, Inc.			Tortoise Energy Independence Fund, Inc.			Tortoise Power and Energy Infrastructure Fund, Inc.			Ecofin Sustainable and Social Impact Term Fund⁽¹⁾

$	4,338,644		$	(593,853	)	$	9,943,484		$	(5,969,925	)

	(6,654,932	)		(9,839,835	)		(11,714,952	)		(55,348,522	)
	15,927,820			10,128,838			20,493,974			66,831,270
	(162,904	)		219,259			(34,465	)		(23,658	)
	—			—			—			85,003
	2,792,164			966,317			2,999,027			2,734,884
	—			—			—			(51,306	)
	1,338,009			6,194,820			(1,989,386	)		6,974,383
	—			—			112,937			337,618
	(5,349,200	)		(4,831,148	)		(5,973,783	)		4,142,366
	11,373			—			—			—

	30,603			62,887			32,977			410,221
	(281,533	)		—			—			—
	28,601			1,166			(13,376	)		1,318
	279,580			—			—			—
	57,907			(4,457	)		(6,273	)		(33,301	)
	—			—			—			—
	(133,456	)		15,871			(86,273	)		(13,740	)
	7,884,032			2,913,718			3,820,407			26,046,536
$	12,222,676		$	2,319,865		$	13,763,891		$	20,076,611

See accompanying Notes to Financial Statements.

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TYG Financial Highlights

	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2021			Year Ended November 30, 2020			Year Ended November 30, 2019

Per Common Share Data⁽¹⁾⁽²⁾
Net Asset Value, beginning of year	$	39.41		$	33.54		$	25.42		$	69.24		$	94.00
Income (Loss) from Investment Operations
Net investment income (loss)⁽³⁾		0.30			0.12			(0.45	)		(0.44	)		(1.20	)
Net realized and unrealized gain (loss)⁽¹⁾		(1.52	)		8.59			10.04			(41.20	)		(13.08	)
Total income (loss) from investment operations		(1.22	)		8.71			9.59			(41.64	)		(14.28	)
Distributions to Common Stockholders
Net investment income		(1.65	)		—			—			—			—
From return of capital		(1.19	)		(2.84	)		(1.47	)		(2.18	)		(10.48	)
Total distributions to common stockholders		(2.84	)		(2.84	)		(1.47	)		(2.18	)		(10.48	)
Capital Stock Transactions
Premiums less underwriting discounts and offering costs on issuance of common stock⁽⁴⁾		—			—			—			—			(0.00	)
Total capital stock transactions		—			—			—			—			(0.00	)
Net Asset Value, end of year	$	35.35		$	39.41		$	33.54		$	25.42		$	69.24
Per common share market value, end of year	$	28.11		$	33.54		$	27.27		$	19.16		$	67.28
Total investment return based on market value⁽⁵⁾		(7.77	)%		33.82	%		50.27	%		(69.69	)%		(15.46	)%

Supplemental Data and Ratios
Net assets applicable to common stockholders, end of year (000's)	$	380,497		$	446,618		$	400,044		$	311,398		$	930,286
Average net assets (000's)	$	407,705		$	438,035		$	403,236		$	473,041		$	1,203,943
Ratio of Expenses to Average Net Assets
Advisory fees		1.24	%		1.25	%		1.18	%		1.54	%		1.62	%
Other operating expenses		0.51			0.25			0.29			0.27			0.14
Total operating expenses, before fee waiver		1.75			1.50			1.47			1.81			1.76
Fee waiver⁽⁶⁾		—			—			—			—			(0.00	)
Total operating expenses		1.75			1.50			1.47			1.81			1.76
Leverage expenses		1.29			1.18			1.32			3.48			2.15
Income tax expense (benefit)⁽⁷⁾		(3.30	)		2.02			9.06			(22.97	)		(5.49	)
Total expenses		(0.26	)%		4.70	%		11.85	%		(17.68	)%		(1.58	)%

See accompanying Notes to Financial Statements.

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	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2021			Year Ended November 30, 2020			Year Ended November 30, 2019
Ratio of net investment loss to average net assets before fee waiver		0.82	%		0.32	%		(1.35	)%		(2.80	)%		(1.33	)%
Ratio of net investment loss to average net assets after fee waiver		0.82	%		0.32	%		(1.35	)%		(2.80	)%		(1.33	)%
Portfolio turnover rate		41.98	%		73.84	%		65.30	%		36.79	%		26.35	%
Credit facility borrowings, end of year (000's)	$	7,300		$	30,700		$	19,200		$	13,200		$	93,900
Senior notes, end of year (000's)	$	64,853		$	81,632		$	83,893		$	87,927		$	365,000
Preferred stock, end of year (000's)	$	35,661		$	35,661		$	32,300		$	32,300		$	165,000
Per common share amount of senior notes outstanding, end of year	$	6.02		$	7.20		$	7.03		$	7.18		$	27.17
Per common share amount of net assets, excluding senior notes, end of year	$	41.37		$	46.61		$	40.57		$	32.60		$	96.41
Asset coverage, per $1,000 of principal amount of senior notes and credit facility borrowings⁽⁸⁾	$	6,768		$	5,293		$	5,194		$	4,399		$	3,387
Asset coverage ratio of senior notes and credit facility borrowings⁽⁸⁾		677	%		529	%		519	%		440	%		339	%
Asset coverage, per $10 liquidation value per share of mandatory redeemable preferred stock⁽⁹⁾	$	45		$	40		$	40		$	33		$	25
Asset coverage ratio of preferred stock⁽⁹⁾		453	%		402	%		395	%		333	%		249	%

(1)

Information presented relates to a share of common stock outstanding for the entire year.

(2)

During the year ended November 30, 2020, the Fund effected the following reverse stock split: May 1, 2020, 1 for 4. All historical per share information has been retroactively adjusted to reflect this reverse stock split.

(3)

The per common share data for the years ended November 30, 2022, 2021, 2020, and 2019 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)

Represents underwriting and offering costs of less than $0.01 for the year ended November 30, 2019. Represents premium on shelf offerings of $0.40 per share, less the underwriting and offering costs of $0.04 per share, for the year ended November 30, 2018.

(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)

Less than 0.01% for the years ended November 30, 2019.

(7)

For the year ended November 30, 2023, TYG accrued $13,467,645 for current tax benefit. For the year ended November 30, 2022, TYG accrued $8,864,115 for current tax expense. For the year ended November 30, 2021, TYG accrued $36,546,777 for current income tax expense. For the year ended November 30, 2020, TYG accrued $116,472,157 for net deferred income tax benefit and $7,747,729 for current income tax expense. For the year ended November 30, 2019, TYG accrued $73,090,370 for net deferred income tax benefit and $7,034,755 for current 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 year divided by senior notes and credit facility borrowings outstanding at the end of the year.

(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 year divided by senior notes, credit facility borrowings and preferred stock outstanding at the end of the year.

See accompanying Notes to Financial Statements.

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NTG Financial Highlights

	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2021			Year Ended November 30, 2020			Year Ended November 30, 2019

Per Common Share Data⁽¹⁾⁽²⁾
Net Asset Value, beginning of year	$	44.21		$	35.59		$	25.56		$	105.60		$	144.80
Income (Loss) from Investment Operations
Net investment income (loss)⁽³⁾		0.29			0.18			(0.41	)		(0.30	)		(2.80	)
Net realized and unrealized gain (loss)⁽³⁾		1.20			11.52			12.09			(76.77	)		(19.50	)
Total income (loss) from investment operations		1.49			11.70			11.68			(77.07	)		(22.30	)
Distributions to Common Stockholders
Net investment income		(1.64	)		—			—			—			—
From return of capital		(1.44	)		(3.08	)		(1.65	)		(2.97	)		(16.90	)
Total distributions to common stockholders		(3.08	)		(3.08	)		(1.65	)		(2.97	)		(16.90	)
Capital stock transactions
Premiums less underwriting discounts and offering costs on issuance of common stock⁽⁴⁾		—			—			—			—			(0.00	)
Net Asset Value, end of year	$	42.62		$	44.21		$	35.59		$	25.56		$	105.60
Per common share market value, end of year	$	34.22		$	37.69		$	30.31		$	19.46		$	98.80
Total investment return based on market value⁽⁵⁾		(0.83	)%		34.99	%		64.86	%		(78.77	)%		(17.63	)%

Supplemental Data and Ratios
Net assets applicable to common stockholders, end of year (000's)	$	217,066		$	237,022		$	200,841		$	149,407		$	667,708
Average net assets (000's)	$	219,839		$	229,874		$	200,484		$	289,147		$	871,496
Ratio of Expenses to Average Net Assets
Advisory fees		1.21	%		1.21	%		1.28	%		1.61	%		1.59	%
Other operating expenses		0.77			0.33			0.37			0.33			0.14
Total operating expenses, before fee waiver		1.98			1.54			1.65			1.94			1.73
Fee waiver		—			—			—			—			(0.03	)
Total operating expenses		1.98			1.54			1.65			1.94			1.70
Leverage expenses		1.16			0.98			0.84			4.43			2.34
Income tax expense (benefit)⁽⁶⁾		(2.29	)		2.04			8.82			2.19			(4.80	)
Total expenses		0.85	%		4.56	%		11.31	%		8.56	%		(0.76	)%

See accompanying Notes to Financial Statements.

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2023 Annual Report | November 30, 2023

	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2021			Year Ended November 30, 2020			Year Ended November 30, 2019

Ratio of net investment loss to average net assets before fee waiver		0.70	%		0.44	%		(1.17	)%		(3.11	)%		(2.05	)%
Ratio of net investment loss to average net assets after fee waiver		0.70	%		0.44	%		(1.17	)%		(3.11	)%		(2.02	)%
Portfolio turnover rate		56.07	%		72.67	%		58.40	%		38.08	%		29.21	%
Credit facility borrowings, end of year (000's)	$	10,600		$	10,500		$	40,900		$	40,000		$	53,600
Senior notes, end of year (000's)	$	29,171		$	32,150		$	7,150		$	15,321		$	277,000
Preferred stock, end of year (000's)	$	13,754		$	19,719		$	12,219		$	12,700		$	132,000
Per common share amount of senior notes outstanding, end of year	$	5.73		$	6.00		$	1.27		$	2.62		$	43.82
Per common share amount of net assets, excluding senior notes, end of year	$	48.35		$	50.21		$	36.86		$	28.18		$	149.42
Asset coverage, per $1,000 of principal amount of senior notes and credit facility borrowings⁽⁷⁾	$	6,804		$	7,020		$	5,434		$	3,930		$	3,419
Asset coverage ratio of senior notes and credit facility borrowings⁽⁷⁾		680	%		702	%		543	%		393	%		342	%
Asset coverage, per $25 liquidation value per share of mandatory redeemable preferred stock⁽⁸⁾	$	126		$	120		$	108		$	80		$	61
Asset coverage ratio of preferred stock⁽⁸⁾		506	%		480	%		433	%		320	%		244	%

(1)	Information presented relates to a share of common stock outstanding for the entire year.

(2)	During the year ended November 30, 2020, the Fund effected the following reverse stock split: May 1, 2020, 1 for 10. All historical per share information has been retroactively adjusted to reflect this reverse stock split.

(3)	The per common share data for the years ended November 30, 2022, 2021, 2020, and 2019 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)	Represents underwriting and offering costs of less than $0.01 for the year ending November 30, 2019. Represents the discounts on shares issued through rights offerings of $5.50, plus the underwriting and offering costs of $1.69 per share for the year ended November 30, 2018.

(5)

Total investment return is calculated assuming a purchase of common stock at the beginning of the year and a sale at the closing price on the last day of the year reported (excluding brokerage commissions). This calculation also assumes reinvestment of distributions at actual prices pursuant to NTG’s dividend reinvestment plan.

(6)

For the year ended November 30, 2023, NTG accrued $5,026,388 for current tax benefit. For the year ended November 30, 2022, NTG accrued $4,679,689 for current tax expense. For the year ended November 30, 2021, NTG accrued $17,691,276 for current income tax expense. For the year ended November 30, 2020, NTG accrued $27,892,485 for net deferred income tax benefit and $34,222,098 for current tax expense. For the year ended November 30, 2019, NTG accrued $40,282,948 for net deferred income tax benefit and $1,510,530 for current tax benefit.

(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 year divided by senior notes and credit facility borrowings outstanding at the end of the year.

(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 year divided by senior notes, credit facility borrowings and preferred stock outstanding at the end of the year.

See accompanying Notes to Financial Statements.

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TTP Financial Highlights

	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2021			Year Ended November 30, 2020			Year Ended November 30, 2019

Per Common Share Data⁽¹⁾⁽²⁾
Net Asset Value, beginning of year	$	34.73		$	27.96		$	19.97		$	51.88		$	65.16
Income (Loss) from Investment Operations
Net investment income (loss)⁽³⁾		0.16			0.08			(0.23	)		(0.12	)		(0.48	)
Net realized and unrealized gain (loss)⁽³⁾		2.05			9.05			9.28			(30.17	)		(7.24	)
Total income (loss) from investment operations		2.21			9.13			9.05			(30.29	)		(7.72	)
Distributions to Common Stockholders
From net investment income		(0.53	)		(0.49	)		—			—			—
From return of capital		(1.83	)		(1.87	)		(1.06	)		(1.62	)		(5.56	)
Total distributions to common stockholders		(2.36	)		(2.36	)		(1.06	)		(1.62	)		(5.56	)
Net Asset Value, end of year	$	34.58		$	34.73		$	27.96		$	19.97		$	51.88
Per common share market value, end of year	$	28.02		$	28.58		$	23.16		$	15.15		$	46.08
Total investment return based on market value⁽⁴⁾		6.72	%		33.85	%		60.09	%		(64.69	)%		(11.10	)%

Supplemental Data and Ratios
Net assets applicable to common stockholders, end of year (000's)	$	69,525		$	73,509		$	62,289		$	48,108		$	129,887
Average net assets (000's)	$	68,797		$	72,122		$	61,943		$	70,052		$	157,017
Ratio of Expenses to Average Net Assets
Advisory fees		1.39	%		1.41	%		1.46	%		1.67	%		1.54	%
Other operating expenses		0.61			0.60			0.74			0.75			0.35
Total operating expenses, before fee waiver		2.00			2.01			2.20			2.42			1.89
Fee waiver		(0.29	)		(0.28	)		(0.21	)		—			—
Total operating expenses		1.71			1.73			1.99			2.42			1.89
Leverage expenses		1.53			1.19			1.67			2.66			1.62
Total expenses		3.24	%		2.92	%		3.66	%		5.08	%		3.51	%

See accompanying Notes to Financial Statements.

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2023 Annual Report | November 30, 2023

	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2021			Year Ended November 30, 2020			Year Ended November 30, 2019

Ratio of net investment income (loss) to average net assets before fee waiver		0.18	%		(0.05	)%		(1.04	)%		(0.97	)%		(0.79	)%
Ratio of net investment income (loss) to average net assets after fee waiver		0.48	%		0.24	%		(0.83	)%		(0.97	)%		(0.79	)%
Portfolio turnover rate		7.66	%		8.18	%		14.77	%		35.61	%		21.31	%
Credit facility borrowings, end of year (000's)	$	5,900		$	9,800		$	8,100		$	—		$	11,800
Senior notes, end of year (000's)	$	3,943		$	3,943		$	3,943		$	14,457		$	34,000
Preferred stock, end of year (000's)	$	6,100		$	6,100		$	6,100		$	6,100		$	16,000
Per common share amount of senior notes outstanding, end of year	$	1.96		$	1.86		$	1.77		$	6.00		$	13.58
Per common share amount of net assets, excluding senior notes, end of year	$	36.54		$	36.59		$	29.73		$	25.97		$	65.46
Asset coverage, per $1,000 of principal amount of senior notes and credit facility borrowings⁽⁵⁾	$	8,683		$	6,793		$	6,679		$	4,750		$	4,185
Asset coverage ratio of senior notes and credit facility borrowings⁽⁵⁾		868	%		679	%		668	%		475	%		419	%
Asset coverage, per $25 liquidation value per share of mandatory redeemable preferred stock⁽⁶⁾	$	134		$	118		$	111		$	84		$	78
Asset coverage ratio of preferred stock⁽⁶⁾		536	%		470	%		443	%		334	%		310	%

(1)	Information presented relates to a share of common stock outstanding for the entire year.

(2)	During the year ended November 30, 2020, the Fund effected the following reverse stock split: May 1, 2020, 1 for 4. All historical per share information has been retroactively adjusted to reflect this reverse stock split.

(3)	The per common share data for the years ended November 30, 2022, 2021, 2020, and 2019 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)

Total investment return is calculated assuming a purchase of common stock at the beginning of the year and a sale at the closing price on the last day of the year reported (excluding brokerage commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to TTP’s dividend reinvestment plan.

(5)	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 year divided by senior notes and credit facility borrowings outstanding at the end of the 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 year divided by senior notes, credit facility borrowings and preferred stock outstanding at the end of the year.

See accompanying Notes to Financial Statements.

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NDP Financial Highlights

	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2021			Year Ended November 30, 2020			Year Ended November 30, 2019

Per Common Share Data⁽¹⁾⁽²⁾
Net Asset Value, beginning of year	$	38.24		$	25.13		$	16.42		$	33.36		$	72.16
Income (Loss) from Investment Operations
Net investment income (loss)⁽³⁾		0.44			0.80			0.13			—			(0.80	)
Net realized and unrealized gain (loss)⁽³⁾		(0.71	)		14.39			9.20			(16.14	)		(29.36	)
Total income (loss) from investment operations		(0.27	)		15.19			9.33			(16.14	)		(30.16	)
Distributions to Common Stockholders
From net investment income		(0.75	)		(0.82	)		(0.05	)		—			—
From return of capital		(1.77	)		(1.26	)		(0.57	)		(0.80	)		(8.64	)
Total distributions to common stockholders		(2.52	)		(2.08	)		(0.62	)		(0.80	)		(8.64	)
Net Asset Value, end of year	$	35.45		$	38.24		$	25.13		$	16.42		$	33.36
Per common share market value, end of year	$	28.95		$	32.41		$	22.24		$	12.63		$	29.04
Total investment return based on market value⁽⁴⁾		(2.80	)%		55.70	%		81.36	%		(54.88	)%		(52.35	)%

Supplemental Data and Ratios
Net assets applicable to common stockholders, end of year (000's)	$	59,053		$	67,067		$	46,398		$	30,307		$	61,550
Average net assets (000's)	$	61,082		$	61,932		$	41,323		$	37,057		$	94,144
Ratio of Expenses to Average Net Assets
Advisory fees		1.23	%		1.16	%		1.20	%		1.40	%		1.52	%
Other operating expenses		0.70			0.54			1.04			1.18			0.51
Total operating expenses, before fee waiver		1.93			1.70			2.24			2.58			2.03
Fee waiver		(0.42	)		(0.28	)		(0.22	)		—			—
Total operating expenses		1.51			1.42			2.02			2.58			2.03
Leverage expenses		0.79			0.18			0.16			0.66			1.30
Total expenses		2.30	%		1.60	%		2.18	%		3.24	%		3.33	%

See accompanying Notes to Financial Statements.

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2023 Annual Report | November 30, 2023

	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2021			Year Ended November 30, 2020			Year Ended November 30, 2019

Ratio of net investment income (loss) to average net assets before fee waiver		0.84	%		2.09	%		0.36	%		0.03	%		(1.58	)%
Ratio of net investment income (loss) to average net assets after fee waiver		1.26	%		2.37	%		0.58	%		0.03	%		(1.58	)%
Portfolio turnover rate		14.33	%		13.67	%		53.15	%		72.19	%		182.52	%
Credit facility borrowings, end of year (000's)	$	8,800		$	3,700		$	2,700		$	5,000		$	26,500
Asset coverage, per $1,000 of principal amount of credit facility borrowings⁽⁵⁾	$	7,711		$	19,126		$	18,185		$	7,061		$	3,323
Asset coverage ratio of credit facility borrowings⁽⁵⁾		771	%		1,913	%		1,818	%		706	%		332	%

(1)	Information presented relates to a share of common stock outstanding for the entire year.

(2)	During the year ended November 30, 2020, the Fund effected the following reverse stock split: May 1, 2020, 1 for 8. All historical per share information has been retroactively adjusted to reflect this reverse stock split.

(3)	The per common share data for the years ended November 30, 2022, 2021, 2020, and 2019 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)

Total investment return is calculated assuming a purchase of common stock at the beginning of the year and a sale at the closing price on the last day of the year reported (excluding brokerage commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to NDP’s dividend reinvestment plan.

(5)	Represents value of total assets less all liabilities and indebtedness not represented by credit facility borrowings at the end of the year divided by credit facility borrowings outstanding at the end of the year.

See accompanying Notes to Financial Statements.

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TPZ Financial Highlights

	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2021			Year Ended November 30, 2020			Year Ended November 30, 2019

Per Common Share Data⁽¹⁾
Net Asset Value, beginning of year	$	15.85		$	15.09		$	13.01		$	17.70		$	19.76
Income (loss) from Investment Operations
Net investment income⁽²⁾		0.32			0.24			0.23			0.35			0.39
Net realized and unrealized gain (loss)⁽²⁾		1.34			1.69			2.49			(3.99	)		(0.95	)
Total income (loss) from investment operations		1.66			1.93			2.72			(3.64	)		(0.56	)
Distributions to Common Stockholders
From net investment income		(0.62	)		(0.29	)		(0.28	)		(0.60	)		(1.12	)
From net realized gains from investment transactions		—			—			—			—			(0.28	)
From return of capital		(0.64	)		(0.88	)		(0.36	)		(0.45	)		(0.10	)
Total distributions to common stockholders		(1.26	)		(1.17	)		(0.64	)		(1.05	)		(1.50	)
Net Asset Value, end of year	$	16.25		$	15.85		$	15.09		$	13.01		$	17.70
Per common share market value, end of year	$	13.57		$	13.63		$	12.92		$	9.99		$	15.57
Total investment return based on market value⁽³⁾		9.43	%		14.87	%		35.99	%		(29.23	)%		(1.38	)%

Supplemental Data and Ratios
Net assets applicable to common stockholders, end of year (000's)	$	95,724		$	98,245		$	98,462		$	89,426		$	123,015
Average net assets (000's)	$	96,134		$	101,421		$	100,853		$	93,027		$	137,701
Ratio of Expenses to Average Net Assets
Advisory fees		1.20	%		1.18	%		1.18	%		1.28	%		1.32	%
Other operating expenses		0.45			0.56			0.47			0.94			0.38
Total operating expenses, before fee waiver		1.65			1.74			1.65			2.22			1.70
Fee waiver		—			—			—			—			—
Total operating expenses		1.65			1.74			1.65			2.22			1.70
Leverage expenses		1.05			0.85			0.82			1.04			1.25
Total expenses		2.70	%		2.59	%		2.47	%		3.26	%		2.95	%

See accompanying Notes to Financial Statements.

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2023 Annual Report | November 30, 2023

	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2021			Year Ended November 30, 2020			Year Ended November 30, 2019

Ratio of net investment income to average net assets before fee waiver		2.06	%		1.53	%		1.48	%		2.61	%		1.98	%
Ratio of net investment income to average net assets after fee waiver		2.06	%		1.53	%		1.48	%		2.61	%		1.98	%
Portfolio turnover rate		9.72	%		4.85	%		26.70	%		29.95	%		25.27	%
Credit facility borrowings, end of year (000's)	$	24,600		$	25,900		$	24,000		$	26,200		$	54,100
Asset coverage, per $1,000 of principal amount of senior notes and credit facility borrowings⁽⁴⁾	$	4,891		$	4,793		$	5,103		$	4,413		$	3,274
Asset coverage ratio of senior notes and credit facility borrowings⁽⁴⁾		489	%		479	%		510	%		441	%		327	%

(1)	Information presented relates to a share of common stock outstanding for the entire year.

(2)	The per common share data for the years ended November 30, 2022, 2021, 2020, and 2019 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)

Total investment return is calculated assuming a purchase of common stock at the beginning of the year and a sale at the closing price on the last day of the year reported (excluding brokerage commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to TPZ’s dividend reinvestment plan.

(4)	Represents value of total assets less all liabilities and indebtedness not represented by credit facility borrowings at the end of the preiod divided by credit facility borrowings outstanding at the end of the year.

See accompanying Notes to Financial Statements.

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TEAF Financial Highlights

	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2021			Year Ended November 30, 2020			Period From March 29, 2019⁽¹⁾ through November 30, 2019

Per Common Share Data⁽²⁾
Net Asset Value, beginning of period	$	16.37		$	17.15		$	15.85		$	17.60		$	20.00
Income (loss) from Investment Operations
Net investment income		0.38			0.44			0.54			0.51			0.31
Net realized and unrealized gain (loss)		(0.83	)		(0.17	)		1.66			(1.16	)		(1.95	)
Total income (loss) from investment operations		(0.45	)		0.27			2.20			(0.65	)		(1.64	)
Distributions to Common Stockholders
From net investment income		(0.35	)		(0.46	)		(0.64	)		(0.46	)		(0.34	)
From return of capital		(0.73	)		(0.59	)		(0.26	)		(0.64	)		(0.42	)
Total distributions to common stockholders		(1.08	)		(1.05	)		(0.90	)		(1.10	)		(0.76	)
Net Asset Value, end of period	$	14.84		$	16.37		$	17.15		$	15.85		$	17.60
Per common share market value, end of period	$	12.01		$	13.85		$	14.64		$	13.04		$	15.60
Total investment return based on market value⁽³⁾⁽⁴⁾		(5.48	)%		1.74	%		19.50	%		(8.66	)%		(18.45	)%

Supplemental Data and Ratios
Net assets applicable to common stockholders, end of period (000's)	$	200,258		$	220,798		$	231,382		$	213,825		$	237,461
Average net assets (000's)	$	211,331		$	225,912		$	228,533		$	210,055		$	252,217
Ratio of Expenses to Average Net Assets⁽⁵⁾
Advisory fees		1.54	%		1.51	%		1.53	%		1.55	%		1.51	%
Other operating expenses		0.29			0.38			0.33			0.37			0.81
Total operating expenses, before fee waiver		1.83			1.89			1.86			1.92			2.32
Fee waiver		—			—			—			(0.10	)		(0.28	)
Total operating expenses		1.83			1.89			1.86			1.82			2.04
Leverage expenses		0.84			0.31			0.13			0.23			0.36
Income tax expense (benefit)⁽⁶⁾		(0.02	)		(0.03	)		(0.03	)		0.28			(0.24	)
Total expenses		2.65	%		2.17	%		1.96	%		2.33	%		2.16	%

See accompanying Notes to Financial Statements.

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2023 Annual Report | November 30, 2023

	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2021			Year Ended November 30, 2020			Period From March 29, 2019⁽¹⁾ through November 30, 2019

Ratio of net investment income to average net assets before fee waiver⁽⁵⁾		2.44	%		2.62	%		3.20	%		3.16	%		2.15	%
Ratio of net investment income to average net assets after fee waiver⁽⁵⁾		2.44	%		2.62	%		3.20	%		3.26	%		2.43	%
Portfolio turnover rate		23.23	%		18.08	%		68.31	%		73.22	%		50.44	%
Credit facility borrowings, end of period (000's)	$	24,000		$	29,500		$	21,600		$	31,100		$	32,000
Asset coverage, per $1,000 of principal amount of senior notes and credit facility borrowings⁽⁷⁾	$	9,344		$	8,490		$	11,712		$	7,875		$	8,421
Asset coverage ratio of senior notes and credit facility borrowings⁽⁷⁾		934	%		849	%		1,171	%		788	%		842	%

(1)	Commencement of operations.

(2)	Information presented relates to a share of common stock outstanding for the entire period.

(3)	Not annualized for period less than one year.

(4)

(5)	Annualized for period less than one year.

(6)

For the year ended November 30, 2023 TEAF accrued $51,306 for net deferred income tax benefit. For the year ended November 30, 2022 TEAF accrued $57,377 for net deferred income tax benefit. For the year ended November 31, 2021, TEAF accrued $67,015 for net deferred income tax expense. For the year ended November 30, 2020, TEAF accrued $594,668 for net deferred income tax expense. For the period ended November 30, 2019, TEAF accrued $418,970 for net deferred income tax benefit.

(7)	Represents value of total assets less all liabilities and indebtedness not represented by margin facility borrowings at the end of the period divided by margin facility borrowings outstanding at the end of the period.

See accompanying Notes to Financial Statements.

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Notes to Financial Statements

November 30, 2023

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 Midstream Energy Fund, Inc. (“NTG”), Tortoise Pipeline & Energy Fund, Inc. (“TTP”), Tortoise Energy Independence Fund, Inc. (“NDP”), Tortoise Power and Energy Infrastructure Fund, Inc. (“TPZ”), and Ecofin Sustainable and Social Impact Term Fund (“TEAF”). 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, NDP and TEAF 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 are investment companies and follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).

A. Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“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. 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. Securities listed on the NASDAQ are valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. These securities are categorized as Level 1 in the fair value hierarchy.

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 that would have been used had an active market existed.

Options (including options on futures contracts) and futures contracts are valued using readily available market quotations. Exchange-traded options are valued at the last reported sale price on any exchange on which they trade. If there are no sales reported on any exchange, exchange-traded options shall be 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. Exchange-traded domestic futures contracts are valued at the last reported sale price on the Chicago Mercantile Exchange. Exchange-traded foreign futures contracts are valued at the last reported sale price on the primary foreign exchange on which they principally trade. 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.

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Notes to Financial Statements (continued)

The Funds generally value debt securities at evaluated 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 fair value. The securities are categorized as level 2 in the fair value hierarchy.

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.

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 methodologies 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 November 30, 2023. These assets and liabilities are measured on a recurring basis.

TYG:
Description	Level 1		Level 2		Level 3		Total
Assets
Investments:
Common Stock^(a)	$	384,648,720	$	—	$	—	$	384,648,720
Master Limited Partnerships^(a)		87,161,066		—		—		87,161,066
Private Investment^(a)		—		—		14,550,615		14,550,615
Preferred Stock^(a)		—		4,588,448		—		4,588,448
Short-Term Investment^(b)		408,099		—		—		408,099
Total Assets	$	472,217,885	$	4,588,448	$	14,550,615	$	491,356,948

NTG:
Description	Level 1		Level 2		Level 3		Total
Assets
Investments:
Common Stock^(a)	$	218,012,380	$	—	$	—	$	218,012,380
Master Limited Partnerships^(a)		46,965,287		—		—		46,965,287
Preferred Stock^(a)		—		3,058,966		—		3,058,966
Short-Term Investment^(b)		3,898,807		—		—		3,898,807
Total Assets	$	268,876,474	$	3,058,966	$	—	$	271,935,440

TTP:
Description	Level 1		Level 2		Level 3		Total
Assets
Investments:
Common Stock^(a)	$	69,623,996	$	—	$	—	$	69,623,996
Master Limited Partnerships^(a)		15,567,684		—		—		15,567,684
Short-Term Investment^(b)		457,549		—		—		457,549
Total Assets	$	85,649,229	$	—	$	—	$	85,649,229

NDP:
Description	Level 1		Level 2		Level 3		Total
Assets
Investments:
Common Stock^(a)	$	55,160,663	$	—	$	—	$	55,160,663
Master Limited Partnerships^(a)		12,428,781		—		—		12,428,781
Short-Term Investment^(b)		336,952		—		—		336,952
Total Assets	$	67,926,396	$	—	$	—	$	67,926,396

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TPZ:
Description	Level 1		Level 2		Level 3		Total
Assets
Investments:
Corporate Bonds^(a)	$	—	$	59,180,777	$	—	$	59,180,777
Common Stock^(a)		37,428,869		—		—		37,428,869
Master Limited Partnerships^(a)		22,605,643		—		—		22,605,643
Short-Term Investment^(b)		340,564		—		—		340,564
Total Assets	$	60,375,076	$	59,180,777	$	—	$	119,555,853

TEAF:
Description	Level 1		Level 2		Level 3		Total
Assets
Investments:
Common Stock^(a)	$	90,031,833	$	—	$	—	$	90,031,833
Private Investments^(a)		—		—		50,403,458		50,403,458
Corporate Bonds^(a)		—		27,439,349		3,976,106		31,415,455
Municipal Bonds^(a)		—		18,065,397		—		18,065,397
Master Limited Partnerships^(a)		14,146,695		—		—		14,146,695
Private Notes^(a)		—		—		13,441,698		13,441,698
Preferred Stock^(a)		—		—		4,769,400		4,769,400
Bank Loan^(a)		—		—		503,725		503,725
Special Purpose Acquisition Company Warrant^(a)		10,885		—		—		10,885
Short-Term Investment^(b)		433,797		—		—		433,797
Total Assets	$	104,623,210	$	45,504,746	$	73,094,387	$	223,222,343
Liabilities
Written Call Options	$	46,805	$	—	$	—	$	46,805

(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 year ended November 30, 2023, Contour Propco (corporate bond) and Village Charter School, Inc. (bank loan) in TEAF, with principal values of $5,715,000 and $800,000, respectively, were transferred from Level 2 to Level 3 due to the change in liquidity status of the debtor and a coinciding change in fair valuation inputs and methodology for the securities. There were no other transfers between levels for the Funds during the year ended November 30, 2023.

The following tables present each Fund’s assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended November 30, 2023:

Preferred Stock	TYG			NTG		TTP		NDP		TPZ		TEAF
Balance — beginning of period	$	—		$	—	$	—	$	—	$	—	$	4,582,050
Purchases		—			—		—		—		—		—
Return of capital		—			—		—		—		—		—
Sales		—			—		—		—		—		—
Total realized gain/loss		—			—		—		—		—		—
Change in unrealized gain/loss		—			—		—		—		—		187,350
Balance — end of period	$	—		$	—	$	—	$	—	$	—	$	4,769,400

Private Investments	TYG			NTG		TTP		NDP		TPZ		TEAF
Balance — beginning of period	$	15,024,741		$	—	$	—	$	—	$	—	$	45,276,563
Purchases		—			—		—		—		—		9,449,068
Return of capital		—			—		—		—		—		(1,156,570	)
Sales		—			—		—		—		—		—
Total realized gain/loss		—			—		—		—		—		—
Change in unrealized gain/loss		(474,126	)		—		—		—		—		(3,165,603	)
Balance — end of period	$	14,550,615		$	—	$	—	$	—	$	—	$	50,403,458

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Bank Loans	TYG			NTG		TTP		NDP		TPZ		TEAF
Balance — beginning of period	$	—		$	—	$	—	$	—	$	—	$	—
Transfers into level 3		—			—		—		—		—		522,880
Purchases		—			—		—		—		—		—
Return of capital		—			—		—		—		—		—
Sales		—			—		—		—		—		—
Total realized gain/loss		—			—		—		—		—		—
Change in unrealized gain/loss		—			—		—		—		—		(19,155	)
Balance — end of period	$	—		$	—	$	—	$	—	$	—	$	503,725

Corporate Bonds	TYG			NTG		TTP		NDP		TPZ		TEAF
Balance — beginning of period	$	—		$	—	$	—	$	—	$	—	$	—
Transfers into level 3		—			—		—		—		—		5,588,036
Purchases		—			—		—		—		—		—
Return of capital		—			—		—		—		—		—
Sales		—			—		—		—		—		—
Total realized gain/loss		—			—		—		—		—		—
Change in unrealized gain/loss		—			—		—		—		—		(1,611,930	)
Balance — end of period	$	—		$	—	$	—	$	—	$	—	$	3,976,106

Private Notes	TYG			NTG		TTP		NDP		TPZ		TEAF
Balance — beginning of period	$	—		$	—	$	—	$	—	$	—	$	11,143,672
Purchases		—			—		—		—		—		2,331,112
Return of capital		—			—		—		—		—		—
Sales		—			—		—		—		—		—
Total realized gain/loss		—			—		—		—		—		—
Change in unrealized gain/loss		—			—		—		—		—		(33,086	)
Balance — end of period	$	—		$	—	$	—	$	—	$	—	$	13,441,698

	TYG			NTG		TTP		NDP		TPZ		TEAF
Change in unrealized gain/loss on investments still held at November 30, 2023	$	(474,126	)	$	—	$	—	$	—	$	—	$	(4,642,424	)

TEAF owns units of preferred stock of Enterprise Products Partners L.P. (“EPD Pfd”) that were issued in a transaction that closed on September 30, 2020. The preferred stock carries a conversion option into common stock after the 5th anniversary of the Closing Date (September 30, 2025) with a conversion rate determined as the quotient equal to 100% of the Stated Series A Liquidation Preference plus accrued and unpaid distributions up to the applicable conversion date, divided by a 7.50% discount to the prior 5-Day VWAP of EPD’s common unit price. The issuer has an option to force conversion before the 2nd anniversary at 110%, after the 2nd anniversary and prior to the 4th anniversary at 107%, thereafter, prior to the 5th anniversary at 103%, thereafter, prior to the 6th anniversary at 101% and any time on or after the 6th anniversary at par. A discounted cash flow model prepared by an independent third party is being used to determine fair value of the EPD Pfd security. Unobservable inputs used to determine the discount rate include a debt discount rate that generally reflects the credit worthiness of the company. An increase (decrease) in the debt discount rate would lead to a corresponding decrease (increase) in fair value of the preferred stock.

TEAF owns units of preferred stock of One Energy Enterprises Inc. (“One Energy Pfd”) that were issued in a transaction that closed on April 12, 2023. One Energy Enterprises Inc. is a private company. The preferred stock carries a conversion option into common stock on and after the earlier to occur of (i) the closing of a DeSPAC, (ii) the consummation of an IPO or (iii) the effectiveness of a direct listing in which the Common Stock becomes listed on a national securities exchange (such date the “Initial Liquidity Date”). A discounted cash flow model prepared by an independent third party is being used to determine fair value of the One Energy Pfd security. Unobservable inputs used to determine the discount rate include a debt discount rate that generally reflects the credit worthiness of the company. An increase (decrease) in the debt discount rate would lead to a corresponding decrease (increase) in fair value of the preferred stock.

TEAF owns units of Mexico Pacific Limited LLC (“MPL”), which was issued in a private transaction that closed on October 23, 2019. As of November 30, 2023, the investment in MPL was valued at the most recent transaction price, which was a capital raise that closed on September 30, 2021, as the company is still in development with no day-to-day operations.

TEAF owns a private note in Saturn Solar Bermuda 1, Ltd (“Saturn”). Under the terms of the note, Saturn pays interest monthly at an annual rate of 10%. A discounted cash flows model is being utilized to determine fair value of the private note. Unobservable inputs used to determine

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Notes to Financial Statements (continued)

the discount rate include a risk spread based on similar projects and an illiquidity spread due to the note being issued in the private market. An increase (decrease) in the risk spread or illiquidity spread would lead to a corresponding decrease (increase) in fair value of the note.

TEAF owns a note in EF WWW Holdings, LLC, for debt funding of World Water Works Holdings, Inc. Under the terms of the note, EF WWW Holdings pays interest monthly at an annual rate of 10.50%. A discounted cash flows model is being utilized to determine fair value of the private note. Unobservable inputs used to determine the discount rate include a risk spread based on similar projects and an illiquidity spread due to the note being issued in the private market. An increase (decrease) in the risk spread or illiquidity spread would lead to a corresponding decrease (increase) in fair value of the note.

TEAF owns a private corporate bond in Contour Propco. A discounted cash flows model is utilized to determine fair value of the private bond. Unobservable inputs used to determine the discount rate include a risk spread based on similar projects and an illiquidity spread due to the bond being issued in the private market. An increase (decrease) in the risk spread or illiquidity spread would lead to a corresponding decrease (increase) in fair value of the bond.

TEAF owns a private bank loan in Village Charter School, Inc. A discounted cash flows model is utilized to determine fair value of the private bank loan. Unobservable inputs used to determine the discount rate include a risk spread based on similar projects and an illiquidity spread due to the bank loan being issued in the private market. An increase (decrease) in the risk spread or illiquidity spread would lead to a corresponding decrease (increase) in fair value of the bank loan.

TYG wholly-owns private investments in TK NYS Solar Holdco, LLC and TEAF wholly-owns private investments in Renewable Holdco, LLC, Renewable Holdco I, LLC, and Renewable Holdco II, LLC. Discounted cash flow models are being utilized to determine the fair value of these holdings. Unobservable inputs used within the discounted cash flow models include weighted average cost of capital. An increase (decrease) in the weighted average cost of capital would lead to a corresponding decrease (increase) in the fair value of the private investment.

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 November 30, 2023:

Assets at Fair Value	TYG		NTG		TTP		NDP		TPZ		TEAF
Private Notes	$	—	$	—	$	—	$	—	$	—	$	13,441,698
Corporate Bonds	$	—	$	—	$	—	$	—	$	—	$	3,976,106
Preferred Stock	$	—	$	—	$	—	$	—	$	—	$	4,769,400
Bank Loan	$	—	$	—	$	—	$	—	$	—	$	503,725
Private Investments	$	14,550,615	$	—	$	—	$	—	$	—	$	50,403,458

Assets at Fair Value	Valuation Technique	Unobservable Inputs	Input
Preferred Stock (EPD Pfd)	Lattice model	Debt discount rate		6.69	%
Private Investment (One Energy Pfd)	Lattice model	Debt discount rate		27.8	%
Private Investment (TK NYS Solar Holdco, LLC)	Discounted cash flow model	Post-contracted weighted average cost of capital		8.05	%
Private Investment (TK NYS Solar Holdco, LLC)	Discounted cash flow model	Contracted weighted average cost of capital		7.70% - 7.80	%
Private Investment (Mexico Pacific Limited)	Recent transaction	Purchase price	$	21.94
Private Investment (Renewable Holdco, LLC)	Recent transaction	Purchase price	$	6,892,925
Private Investment (Renewable Holdco I, LLC)	Discounted cash flow model	Contracted weighted average cost of capital		7.60% - 7.90	%
Private Investment (Renewable Holdco I, LLC)	Discounted cash flow model	Post-contracted weighted average cost of capital		8.05	%
Private Investment (Renewable Holdco II, LLC)	Discounted cash flow model	Contracted weighted average cost of capital		7.70	%
Private Investment (Renewable Holdco II, LLC)	Discounted cash flow model	Post-contracted weighted average cost of capital		8.05	%
Private Note (Saturn Bermuda)	Discounted cash flow model	Risk spread		1.7500	%
Private Note Saturn Bermuda)	Discounted cash flow model	Illiquidity spread		1.7255	%
Private Note (EF WWW Holdings, LLC)	Discounted cash flow model	Risk spread		3.0000	%
Private Note (EF WWW Holdings, LLC)	Discounted cash flow model	Illiquidity spread		2.6482	%
Corporate Bond (Contour Propco)	Discounted cash flow model	Discount Rate		17.00	%
Corporate Bond (Contour Propco)	Discounted cash flow model	$ per Square Foot	$	324 - $405
Corporate Bond (Village Charter School, Inc.)	Discounted cash flow model	Discount Rate		11.00	%
Corporate Bond (Village Charter School, Inc.)	Discounted cash flow model	$ per Square Foot	$	90

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. As of November 30, 2023, TYG, NTG, TTP, NDP, TPZ and TEAF had accrued interest amounts of $109,407, $73,572, $1,772, $2,152, $1,187,777, and $1,256,717 respectively, which is included in Dividend, distributions and interest receivable from investments on the statement of Assets and Liabilities. Discounts and premiums on fixed income securities are amortized or accreted over the life of the respective securities using the effective interest method. Dividend income and distributions are recorded on the ex-dividend date. Distributions received from investments

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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.

Subsequent to November 30, 2022, the Funds reallocated the amount of return of capital recognized for the period from December 1, 2021 through November 30, 2022 based on the 2022 tax reporting information received. The impact of this reclass is as follows:

	Estimated Return	Revised Return	Increase/(Decrease)
	of Capital %	of Capital %	in Return of Capital
TYG	61%	61%	$	24,899
NTG	62%	64%	$	174,107
TTP	59%	57%	$	(102,509	)
NDP	24%	23%	$	(38,098	)
TPZ	79%	77%	$	(103,984	)
TEAF	41%	39%	$	(149,179	)

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 in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.

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, was previously taxed as a C corporation and, as such, was obligated to pay federal and state income tax on its taxable income. Beginning with the fiscal year ending November 30, 2023, TYG and NTG each qualified for special tax treatment afforded to a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (“IRC”). As RICs, TYG and NTG must satisfy income, asset diversification and minimum distribution requirements. As long as each so qualifies, TYG and NTG will not be subject to U.S. federal income tax. TYG and NTG intend to distribute at least annually substantially all of its income and gains. Undistributed income and gains are subject to a 4% U.S. federal excise tax unless sufficient distributions have been made to satisfy the excise tax avoidance requirement.

TTP, NDP, TPZ and TEAF each qualify as a regulated investment company (“RIC”) under the Internal Revenue Code (“IRC”). As a result, TTP, NDP, TPZ and TEAF 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. However, TEAF’s taxable subsidiary, created to hold certain investments is generally subject to federal and state income taxes on its income. 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 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 November 30, 2023, TYG and NTG had no uncertain tax positions and no accrued penalties or interest. As a result of each Fund’s intention to not complete the conversion from a corporation to a RIC for the fiscal year ending November 30, 2022, each Fund’s previously recognized liability for uncertain tax positions was derecognized in February 2023. The Statement of Operations includes the reversal of the liability for the period. Consistent with the Fund’s policy, TYG and NTG recognize accrued penalties and interest related to uncertain tax positions as part of current tax expense. Penalties and interest for TYG and NTG accrued and subsequently derecognized during the period were $529,931 and $227,909, respectively.

	TYG			NTG
Balance at December 1, 2022	$	24,561,306		$	10,563,189
Additions based on tax positions related to FYE 11/30/2021	$	529,931		$	227,909
Decrease based on tax positions related to FYE 11/30/2021	$	(25,091,237	)	$	(10,791,098	)
Balance at November 30, 2023	$	—		$	—

As of November 30, 2023, TTP, NDP, TPZ and TEAF 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, NTG, TTP, NDP, TPZ and TEAF – November 30, 2020 through 2023

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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.

With the intent to qualify as a RIC, TYG and NTG each intend to make cash distributions of its investment company taxable income and capital gains to common shareholders. As RICs, TTP, NDP, TPZ and TEAF each intend to make cash distributions of its investment company taxable income and capital gains to common stockholders. In addition, on an annual basis, TYG, NTG, TTP, NDP, TPZ and TEAF 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.

Distributions to stockholders for the year ended November 30, 2023 were characterized as follows:

	TYG						NTG						TTP						NDP			TPZ			TEAF
	Common			Preferred			Common			Preferred			Common			Preferred			Common			Common			Common
Qualified dividend income		40	%		70	%		46	%		86	%		22	%		100	%		30	%		16	%		31	%
Ordinary dividend income		18	%		30	%		7	%		14	%		—			—			—			33	%		2	%
Return of capital		42	%		—			47	%		—			78	%		0	%		70	%		51	%		67	%
Long-term capital gain		—			—			—			—			—			—			—			—			—

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

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 deferred and amortized over the period the debt or MRP Stock is outstanding.

There were no offering or debt issuance costs recorded during the period December 1, 2022 through November 30, 2023 for TYG, NTG, TTP, NDP, TPZ or TEAF.

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, NTG, TTP, NDP and TEAF may 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.

TEAF may enter into forward currency contracts, which represent agreements to exchange currencies on specific future dates at predetermined rates. TEAF uses forward currency contracts to manage exposure to changes in exchange rates. On a daily basis, TEAF’s investment adviser values forward currency contracts and records unrealized appreciation or depreciation for open forward currency contracts in the Statements of Assets & Liabilities. Realized gains or losses are recorded at the time the forward currency contracts are closed. TEAF did not enter into any forward currency contracts during the year ended November 30, 2023.

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Notes to Financial Statements (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 March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04 Reference Rate Reform (Topic 848); Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform. The guidance is applicable to contracts referencing London Interbank Offered Rate (“LIBOR”) or another reference rate that is expected to be discontinued due to reference rate reform. The original guidance and the scope clarification become effective upon issuance in March 2020 and January 2021, respectively. However, the guidance in ASC 848 is temporary in nature and generally cannot be applied to contract modifications that occur after December 31, 2022 or hedging relationships entered into or evaluated after that date. In December 2022, FASB deferred ASU 2022-04 and issued ASU 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848, which extends the application of the amendments through December 31, 2024. Management is evaluating and believes it is unlikely the ASU’s adoption will have a significant impact on the Fund’s financial statements.

The FASB issued final guidance (ASU No. 2022-08) to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered when measuring fair value. Recognizing a contractual restriction on the sale of an equity security as a separate unit of account is not permitted. The guidance applies to all entities that have investments in equity securities measured at fair value that are subject to contractual sale restrictions. Entities that hold equity securities subject to contractual sale restrictions are required to make additional disclosures. The guidance will be applied prospectively, with special transition provisions for entities that qualify as investment companies under ASC 946. For public business entities, the guidance is effective for fiscal years beginning after 15 December 2023, and interim periods within those fiscal years. Management is currently assessing the potential impact of the new guidance on the Funds’ financial statements.

3. Risks and Uncertainties

TYG, NTG, TTP, NDP and TPZ concentrate their investments in the energy sector. TEAF concentrates its investments in issuers operating in essential asset sectors. 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.

Market risks such as political, regulatory, economic and social developments, can affect the value of the Funds’ investments. Natural disasters, public health emergencies, war, terrorism and other unforeseeable events may lead to increased market volatility and may have adverse long-term effects on world economies and markets generally.

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 November 30, 2023 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%.

NDP — 1.10%.

TPZ — 0.95%.

TEAF — 1.35%.

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Notes to Financial Statements (continued)

On August 9, 2021, the Adviser voluntarily agreed to reimburse TTP and NDP for their Operating Expenses in order to ensure that Operating Expenses do not exceed 1.35% of average daily managed assets, effective September 1, 2021. In its sole discretion and at any time, the Adviser may elect to extend, terminate or modify the temporary expense reimbursement upon written notice.

U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services 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.

5. Income Taxes

TYG and NTG:

TYG and NTG each intend to elect to be subject to tax as a RIC in connection with the filing of their taxable year ending November 30, 2023 federal income tax returns (the conversion transaction). If TYG and NTG satisfy the required qualification tests and each timely elects to be subject to tax as a RIC, they generally will not be subject to federal income or excise taxes on any income and gains timely distributed to their shareholders, except as discussed below. Management has determined that it is more likely than not TYG and NTG will be able to qualify and elect to be subject to tax as a RIC, effective as of its fiscal year ending November 30, 2023.

For the period ending November 30, 2023, TYG and NTG have a net tax benefit of $13,467,645 and $5,026,388 respectively, relating to prior periods in which they were C Corporations (TYG: $7,328,013; NTG: $3,671,569), changes in the uncertain tax position for the period (TYG: ($24,561,306); NTG: ($10,563,189)) and built-in gains taxes related to the conversion transaction (TYG: $3,765,648; NTG: $1,865,232). TYG and NTG are expected to be subject to federal income tax on any built-in gains recognized related to the conversion transaction (as described below) during its fiscal year ending November 30, 2023, but do not expect to be subject to excise tax during calendar year ending December 31, 2023.

Income taxes relating to prior periods in which TYG and NTG were subject to tax as C Corporations are being calculated by applying the federal rate plus a blended state income tax rate of approximately 23%.

As part of the conversion transaction, TYG and NTG may be subject to corporate level-tax on the net unrecognized built-in gains inherent on the conversion date recognized during the subsequent 5-year period which ends November 30, 2027 (“the recognition period”). The conversion transaction requires TYG and NTG to track built-in gains throughout the recognition period and potentially pay a corporate-level tax on any built-in gains recognized. During the recognition period, tax is imposed on the lesser of the net built-in gain recognized, the taxable income as if the Fund were a corporation or the net unrealized built-in gain at the conversion date. If the unrecognized built-in gains are recognized in the recognition period, the Funds calculate tax based on the lesser of these three calculations and utilize pre-conversion capital loss carryforwards, it is possible that the sale of the conversion property will not result in a current tax liability. Therefore, each year during the recognition period, TYG and NTG will determine if any of these built-in gains have been recognized, such gain is not offset by the capital loss carryforwards and calculate tax accordingly. If a tax liability is generated, TYG and NTG will record the current tax liability and current tax expense in the period in which it is incurred. After the recognition period has ended, any built-in gains recognized will no longer be subject to corporate-level tax.

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. The difference between the financial reporting basis and the tax basis of the investment in the MLP investments (i.e., the outside basis difference) may create a taxable temporary difference or a deductible temporary difference. In measuring and determining the character of the tax consequences of the outside basis differences in its MLP investments, TYG and NTG consider the expected types of taxable or deductible amounts in future years and have concluded that the nature of the outside basis differences are capital in character because TYG nor NTG have the ability to control the MLPs’ investment, distribution, or allocation decisions and, therefore, expect to recover the outside basis differences upon disposal of the interests in the MLPs, which are considered capital assets in accordance with the tax law. The conversion transaction does not impose or trigger a sale of securities held by TYG or NTG as of the conversion date. TYG and NTG do not estimate or forecast future events, including the potential recharacterization of capital gains as ordinary income associated with selling MLP investments when evaluating their deferred income taxes. The sale of a MLP unit typically results in the recognition of a capital gain or loss. In accordance with the tax law, a portion of any gain or loss recognized by TYG and NTG may be recharacterized as ordinary income (“recapture”) to the extent attributable to assets of the MLP that give rise to depreciation recapture in the recognition period. Any such gain may exceed the net taxable gain realized on the sale and will be recognized regardless of whether there is a net taxable gain or loss on the sale of such unit. TYG and NTG will record any current and deferred taxes as appropriate.

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Notes to Financial Statements (continued)

Components of TYG’s and NTG’s deferred tax assets and liabilities as of November 30, 2023 are as follows:

	TYG		NTG
Deferred tax assets:
Capital loss carryforwards.	$	17,764,327	$	6,899,349
		17,764,327		6,899,349
Deferred tax liabilities:
Net unrealized gain on investment securities		17,764,327		6,899,349
		17,764,327		6,899,349
Total net deferred tax liability (asset)	$	—	$	—

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, book/tax differences from underlying investments and the timing of recognition of gains or losses on investments. Where such differences are permanent in nature, GAAP requires that they be reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Funds. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Permanent book and tax basis differences resulted in the reclassifications of $(20,213,504) and $1,775,631 from accumulated losses and $20,213,504 and $(1,775,631) to additional paid-in capital for TYG and NTG respectively.

The tax character of distributions paid to stockholders for the years ending November 30, 2023 and November 30, 2022 was as follows:

Year Ended November 30, 2023	TYG				NTG
	Common		Preferred		Common		Preferred
Ordinary income	$	18,410,881	$	1,224,551	$	8,701,938	$	545,914
Return of capital		13,368,334		—		7,603,071		—
Total distributions	$	31,779,215	$	1,224,551	$	16,305,009	$	545,914

Year Ended November 30, 2022	TYG				NTG
	Common ⁽¹⁾			Preferred ⁽¹⁾		Common ⁽¹⁾		Preferred ⁽¹⁾
Ordinary income	$	—	$	209,571	$	—	$	156,458
Return of capital		33,451,804		1,058,517		17,163,158		441,375
Total distributions	$	33,451,804	$	1,268,088	$	17,163,158	$	597,833

(1)	For federal income tax purposes, the amount and character of distribution are reported on a calendar year basis and will differ from amount presented above. Shareholders should use federal Form 1099 in computing their income tax liabilities and filing their tax returns.

As of November 30, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:

	TYG			NTG
Unrealized appreciation (depreciation)	$	39,123,613		$	24,096,912
Capital loss carryforwards		(257,000,023	)		(460,471,361	)
Undistributed ordinary income		—			—
Other temporary differences		(580,908	)		(161,479	)
Accumulated earnings (deficit)	$	(218,457,318	)	$	(436,535,928	)

As of November 30, 2023, for federal income tax purposes, TYG and NTG had capital loss carryforwards of approximately $257,000,000 and $461,000,000 respectively, which may be carried forward for 5 years. If not utilized, these capital losses will expire in the year ending November 30, 2025. Because of TYG and NTG’s intent to be subject to tax as a RIC, any temporary differences such as capital loss carryforwards from periods in which each fund was a C-Corporation must be further evaluated to determine what the expected future tax rate would be upon reversal. As such, TYG and NTG expect capital loss carryforwards of $84,592,032 and $32,854,042 respectively, to reverse at 21%, the tax rate applicable to built-in gains that were generated when the funds were C-Corporations. The remaining capital loss carryforwards are expected to reverse at 0%, the tax rate applicable to RICs.

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Notes to Financial Statements (continued)

As of November 30, 2023, TYG and NTG utilized approximately $37,383,000 and $20,171,000 of capital loss carryforwards in the current year.

In order to meet certain excise tax distribution requirements, TYG and NTG, are required to measure and distribute annually net capital gains realized during a twelve month period ending October 31 and net investment income earned during a twelve month period ending December 31. In connection with this, TYG and NTG are permitted for tax purposes to defer into their next fiscal year, qualified late year losses. Qualified late year ordinary losses are any net ordinary losses incurred between January 1 and the end of their fiscal year, November 30, 2023. For the taxable year ended November 30, 2023, TYG and NTG do not plan to defer any losses.

As of November 30, 2023, 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
Tax cost of investments	$	451,893,694		$	246,402,766
Gross unrealized appreciation of investments	$	105,903,795		$	43,450,749
Gross unrealized depreciation of investments		(66,440,541	)		(17,918,075	)
Net unrealized appreciation (depreciation) of investments	$	39,463,254		$	25,532,674

TTP, NDP, TPZ and TEAF:

It is the intention of TTP, NDP, TPZ and TEAF to qualify as RICs under Subchapter M of the IRC and distribute all of their taxable income. Accordingly, no provision for federal income taxes is required in the financial statements. However, TEAF’s taxable subsidiary created to make and hold certain investments is generally subject to federal and state income taxes on its income.

As of November 30, 2023, TEAF consolidated the balance of a deferred tax benefit of $51,306 related to the investment activities of its taxable subsidiary. Total income taxes are computed by applying the federal statutory rate plus a blended state income tax rate totaling 25.62%.

At November 30, 2023, a valuation allowance on deferred tax assets was necessary because TEAF believes it is not more likely than not that its able to realize its deferred tax assets through future taxable income. TEAF has recorded a valuation allowance of $1,262,355. Any adjustments to TEAF’s estimates of future taxable income will be made in the period such determination is made.

Total income tax expense for TEAF’s taxable subsidiary differs from the amount computed by applying the federal statutory income tax rate of 21% to net income for the year ended November 30, 2023, as follows:

Application of Statutory Income tax rate	$	(1,069,864	)
State Income taxes, net of federal tax effect		(235,240	)
Permanent differences		9,194
Other		(17,751	)
Change in valuation allowance		1,262,355
Total income tax benefit	$	(51,306	)

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. The sale of a MLP unit results in the recognition of a capital gain or loss with a portion of any gain or loss recognized by the Funds subject to being treated as ordinary income to the extent attributable to assets of the MLP that give rise to depreciation recapture. Any such gain may exceed the net taxable gain realized on the sale and will be recognized regardless of whether there is a net taxable gain or loss on the sale of such unit. As such, net, ordinary gains recognized upon the sale of MLP units may change the character of distributions to shareholders. These differences are primarily due to return of capital distributions and book/tax differences from underlying investments. Where such differences are permanent in nature, GAAP requires that they be reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, result of operations or net asset values per share of the Funds. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes.

	TTP			NDP			TPZ			TEAF
Distributable earnings (loss)	$	(259,049	)	$	(40,178	)	$	(272,010	)	$	(1,106,715	)
Additional paid-in capital	$	259,049		$	40,178		$	272,010		$	1,106,715	)

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Notes to Financial Statements (continued)

The tax character of distributions paid to stockholders for the years ending November 30, 2023 and November 30, 2022 was as follows:

Year Ended November 30, 2023	TTP				NDP		TPZ		TEAF
	Common		Preferred		Common		Common		Common
Ordinary income	$	1,109,052	$	290,100	$	1,293,398	$	3,812,109	$	4,770,361
Return of capital		3,823,183		—		3,070,680		3,967,561		9,800,056
Total distributions	$	4,932,235	$	290,100	$	4,364,078	$	7,779,670	$	14,570,417

Year Ended November 30, 2022	TTP					NDP		TPZ		TEAF
	Common			Preferred		Common		Common		Common
Ordinary income	$	1,083,713	$	400,770	$	1,496,794	$	1,907,796	$	6,211,270
Return of capital		4,108,112		—		2,291,192		5,693,483		7,954,413
Total distributions	$	5,191,825	$	400,770	$	3,787,986	$	7,601,279	$	14,165,683

As of November 30, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:

	TTP			NDP			TPZ			TEAF
Unrealized appreciation (depreciation)	$	(42,908	)	$	19,617,973		$	6,402,962		$	(6,607,080	)
Capital loss carryforwards		(95,739,349	)		(169,977,297	)		(9,898,554	)		(26,808,574	)
Undistributed ordinary income		—			—			—			—
Other temporary differences		(60,830	)		—			(1,599	)		(327,224	)⁽¹⁾
Accumulated earnings (deficit)	$	(95,843,087	)	$	(150,359,324	)	$	(3,497,191	)	$	(33,742,878	)

(1)	Primarily related to losses deferred under straddle regulations per IRC 1092.

As of November 30, 2023, TTP, NDP, TPZ and TEAF had short-term capital loss carryforwards of $16,580,238, $69,928,235, $202,707, and $22,613,457 respectively, and TTP, NDP, TPZ and TEAF had long-term capital loss carryforwards of $79,159,111, $100,049,062, $9,695,844, and $4,195,117 respectively, which may be carried forward for an unlimited period under the Regulated Investment Company Modernization Act of 2010. To the extent future net capital gains are realized, 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.

As of November 30, 2023 TTP, NDP, TPZ and TEAF utilized (generated) approximately $3,004,000, $3,985,000, $4,422,000 and ($3,443,000) of capital loss carryforwards in the current year.

In order to meet certain excise tax distribution requirements, TTP, NDP, TPZ and TEAF are required to measure and distribute annually net capital gains realized during a twelve-month period ending October 31 and net investment income earned during a twelve-month period ending December 31. In connection with this, TTP, NDP, TPZ and TEAF are permitted for tax purposes to defer into their next fiscal year, qualified late year losses. Qualified late year ordinary losses are any net ordinary losses incurred between January 1 and the end of their fiscal year, November 30, 2023. For the taxable year ended November 30, 2023, TTP, NDP, TPZ and TEAF do not plan to defer any losses.

As of November 30, 2023, the aggregate cost of investments, aggregate gross unrealized appreciation and aggregate gross unrealized depreciation on a federal income tax basis were as follows:

	TTP			NDP			TPZ			TEAF
Tax cost of investments	$	67,109,278		$	45,810,027		$	99,801,977		$	226,566,085
Gross unrealized appreciation of investments	$	23,109,853		$	22,306,974		$	25,166,032		$	17,926,290
Gross unrealized depreciation of investments		(4,569,902	)		(190,605	)		(5,412,156	)		(21,282,812	)
Net unrealized appreciation (depreciation) of investments	$	18,539,951		$	22,116,369		$	19,753,876		$	(3,356,522	)

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Notes to Financial Statements (continued)

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 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 November 30, 2023.

TYG:

								Fair Value
								as Percent
Investment Security	Investment Type	Shares	Acquisition Date(s)	Acquisition Cost		Fair Value		of Net Assets
TK NYS Solar Holdco, LLC	Private Investment	N/A	08/18/17-08/19/19	$	50,141,470	$	14,550,615	3.8%
				$	50,141,470	$	14,550,615	3.8%

TPZ:

									Fair Value
		Principal							as Percent
Investment Security	Investment Type	Amount		Acquisition Date(s)	Acquisition Cost		Fair Value		of Net Assets
Antero Midstream Partners LP, 5.750%, 03/01/2027*	Corporate Bond	$	3,800,000	04/03/19-09/07/21	$	3,890,000	$	3,715,144	3.9%
Blue Racer Midstream, LLC, 6.625%, 07/15/2026*	Corporate Bond	$	5,900,000	06/14/18-02/01/19		5,936,250		5,808,848	6.1
DT Midstream, Inc., 4.375%, 06/15/2031*	Corporate Bond	$	2,000,000	09/03/21-09/07/21		2,085,000		1,756,175	1.8
Hess Corporation, 5.625%, 02/15/2026*	Corporate Bond	$	4,160,000	07/17/18-08/02/18		4,196,600		4,108,000	4.3
New Fortress Energy, Inc., 6.500%, 09/30/2026*	Corporate Bond	$	5,000,000	03/26/21-10/07/21		4,999,844		4,751,877	5.0
NGPL Pipe Co, 3.250%, 07/15/2031*	Corporate Bond	$	3,500,000	11/09/21-07/10/23		3,182,015		2,889,469	3.0
Rockies Express Pipeline LLC, 4.950%, 07/15/2029*	Corporate Bond	$	3,000,000	04/04/19		3,002,670		2,767,489	2.9
Tallgrass Energy LP, 5.500%, 01/15/2028*	Corporate Bond	$	3,250,000	09/24/18-02/04/19		3,261,250		2,998,275	3.1
					$	30,553,629	$	28,795,277	30.1%

TEAF:

									Fair Value
		Principal							as Percent
Investment Security	Investment Type	Amount/Shares		Acquisition Date(s)	Acquisition Cost		Fair Value		of Net Assets
315/333 West Dawson Associates, 11.000%, 01/31/26*	Corporate Bond	$	3,770,000	03/30/21	$	3,590,476	$	3,497,541	1.7%
Ativo Albuquerque LLC, 12.000%, 01/01/2028*	Corporate Bond	$	2,032,000	12/28/22		2,032,000		2,054,962	1.0
Contour Propco, 11.000%, 10/01/25	Corporate Bond	$	5,715,000	09/30/21		5,715,000		3,976,106	2.0
Dove Mountain Residences, LLC 11.000%, 02/01/2026*	Corporate Bond	$	1,050,000	12/02/21		1,050,000		975,064	0.5
Dove Mountain Residences, LLC 16.000%, 02/01/2026*	Corporate Bond	$	1,033,748	12/02/21-08/01/23		1,033,748		950,676	0.5
Drumlin Reserve Property LLC, 10.000%, 10/02/2025*	Corporate Bond	$	1,705,311	09/30/20		1,705,311		1,660,244	0.8
JW Living Smithville Urban Ren Sub Global 144A 27 11.750%, 06/01/2027	Corporate Bond	$	3,890,000	05/24/22		3,890,000		3,808,002	1.9
Realco Perry Hall MD LLC/OPCO, 10.000%, 10/01/2024*	Corporate Bond	$	2,198,000	09/30/19		2,198,000		2,167,850	1.1
Enterprise Products Partners LP, 7.250%, 09/30/2025	Preferred Stock	5,000		09/30/20		6,986,282		4,769,400	2.4

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Notes to Financial Statements (continued)

TEAF: (continued)

									Fair Value
		Principal							as Percent
Investment Security	Investment Type	Amount/Shares		Acquisition Date(s)	Acquisition Cost		Fair Value		of Net Assets
Mexico Pacific Limited LLC (MPL) Series A	Private Investment		135,180	10/23/19-05/10/23	$	2,028,200	$	2,966,390	1.5
One Energy	Private Investment		20,685	04/12/23-11/30/23		9,050,000		9,934,799	5.0
Renewable Holdco, LLC	Private Investment		N/A	07/25/19-3/23/23		6,439,248		6,907,194	3.4
Renewable Holdco I, LLC	Private Investment		N/A	09/09/19		22,010,876		17,995,373	9.0
Renewable Holdco II, LLC	Private Investment		N/A	11/15/16-12/22/21		12,313,411		12,599,702	6.3
Saturn Solar Bermuda 1 Ltd., 10.000%, 12/31/2023	Private Note	$	3,510,000	05/24/19-07/03/19		3,778,904		3,649,698	1.8
EF WWW Holdings, LLC, 10.500%, 09/30/2026	Private Note	$	9,600,000	12/06/21-04/06/23		9,600,000		9,792,000	4.9
					$	93,421,456	$	87,705,001	43.8%

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

7. Affiliated Company Transactions

A summary of the transactions in affiliated companies during the year ended November 30, 2023 is as follows:

TYG:

11/30/22

11/30/23

Net Change

Gross

Realized

Distributions

11/30/23

in Unrealized

Investment Security

Balance

Additions

Reductions

Gain/(Loss)

Received

Balance

Value

Appreciation

TK NYS Solar Holdco, LLC

N/A

—

N/A

14,550,615

(474,126)

TEAF:

															Net Change in
	11/30/22										11/30/23				Unrealized
	Share		Gross		Gross		Realized		Distributions		Share		11/30/23		Appreciation
Investment Security	Balance		Additions		Reductions		Gain/(Loss)		Received		Balance		Value		(Depreciation)
Renewable Holdco, LLC		N/A	$	399,068	$	—	$	—	$	—		N/A	$	6,907,194	$	(20,185	)
Renewable Holdco I, LLC		N/A	$	—	$	—	$	—	$	750,000		N/A	$	17,995,373	$	(5,032,008	)
Renewable Holdco II, LLC		N/A	$	—	$	—	$	—	$	406,570		N/A	$	12,599,702	$	217,754
Total		N/A	$	399,068	$	—	$	—	$	1,156,570		N/A	$	37,502,269	$	(4,834,439	)

8. Investment Transactions

For the year ended November 30, 2023, the amount of security transactions (other than U.S. government securities and short-term investments), is as follows:

	TYG		NTG		TTP		NDP		TPZ		TEAF
Purchases	$	227,177,802	$	158,815,124	$	6,654,932	$	9,839,835	$	11,714,952	$	55,348,522
Sales	$	312,392,560	$	192,965,023	$	15,927,820	$	10,128,838	$	20,493,974	$	66,831,270

9. 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 November 30, 2023, each of TYG, NTG and TTP were in compliance with asset coverage covenants and basic maintenance covenants for its senior notes.

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Notes to Financial Statements (continued)

Details of each Fund’s outstanding Notes, including estimated fair value, as of November 30, 2023 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:

						Estimated
Series	Maturity Date	Interest Rate	Payment Frequency	Notional Amount		Fair Value
Series JJ	December 18, 2023	3.34%	Semi-Annual	$	6,453,333	$	6,540,438
Series T	January 22, 2024	4.16%	Semi-Annual		8,066,667		8,158,363
Series L	December 19, 2024	3.99%	Semi-Annual		6,453,333		6,432,826
Series AA	June 14, 2025	3.48%	Semi-Annual		3,226,667		3,166,388
Series NN	June 14, 2025	3.20%	Semi-Annual		9,680,000		9,449,306
Series KK	December 18, 2025	3.53%	Semi-Annual		3,226,667		3,146,311
Series OO	April 9, 2026	3.27%	Semi-Annual		9,680,000		9,231,827
Series PP	September 25, 2027	3.33%	Semi-Annual		8,066,666		7,551,128
Series QQ	December 17, 2028	2.50%	Semi-Annual		10,000,000		9,529,429
				$	64,853,333	$	63,206,016

On December 19, 2022, TYG’s Series II Notes, with a notional amount of $3,226,667 and a fixed interest rate of 3.22% were paid in full at maturity.

On December 19, 2022, TYG’s Series K Notes, with a notional amount of $3,226,667 and a fixed interest rate of 3.87% were paid in full at maturity.

On January 23, 2023, TYG’s Series S Notes, with a notional amount of $3,226,667 and a fixed interest rate of 3.99% were paid in full at maturity.

On September 27, 2023, TYG’s Series P Notes, with a notional amount of $3,872,000 and a fixed interest rate of 4.39% were paid in full at maturity.

On November 20, 2023, TYG’s Series FF Notes, with a notional amount of $3,226,666 and a fixed interest rate of 4.16% were paid in full at maturity.

NTG:

						Estimated
Series	Maturity Date	Interest Rate	Payment Frequency	Notional Amount		Fair Value
Series Q	October 16, 2025	3.97%	Semi-Annual	$	2,234,291	$	2,175,283
Series R	October 16, 2026	4.02%	Semi-Annual		1,936,386		1,871,524
Series S	December 17, 2028	2.50%	Semi-Annual		25,000,000		22,247,982
				$	29,170,677	$	26,294,789

On October 16, 2023, NTG’s Series P Notes, with a notional amount of $2,979,055 and a fixed interest rate of 3.79% were paid in full at maturity.

TTP:

Estimated

Series

Maturity Date

Interest Rate

Payment Frequency

Notional Amount

Fair Value

Series H

December 13, 2024

3.97%

Semi-Annual

3,942,857

3,932,839

10. Mandatory Redeemable Preferred Stock

TYG, NTG and TTP each have issued and outstanding MRP Stock at November 30, 2023. 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.

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Notes to Financial Statements (continued)

Under the 1940 Act, 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 November 30, 2023, 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 November 30, 2023 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.

TYG:

TYG has 65,000,000 shares of preferred stock authorized and 3,566,061 shares of MRP Stock outstanding at November 30, 2023. 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 E Stock and MRP F 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.

	Mandatory				Aggregate Liquidation		Estimated
Series	Redemption Date	Fixed Rate	Shares Outstanding		Preference		Fair Value
Series E	December 17, 2024	4.34%		1,566,061	$	15,660,610	$	15,628,946
Series F	December 17, 2026	2.67%		2,000,000		20,000,000		18,269,563
				3,566,061	$	35,660,610	$	33,898,509

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 550,151 shares of MRP Stock outstanding at November 30, 2023. 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.

	Mandatory				Aggregate Liquidation		Estimated
Series	Redemption Date	Fixed Rate	Shares Outstanding		Preference		Fair Value
Series E	December 13, 2024	3.78%		153,939	$	3,848,475	$	3,761,355
Series F	December 13, 2027	4.07%		96,212		2,405,300		2,271,422
Series H	December 17, 2027	2.90%		300,000		7,500,000		6,763,234
				550,151	$	13,753,775	$	12,796,011

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

On December 8, 2022, NTG’s Series D MRP Stock, with a notional amount of $3,848,475 and a fixed interest rate of 4.19% were paid in full at maturity.

On October 16, 2023, NTG’s Series G MRP Stock, with a notional amount of $2,116,675 and a fixed interest rate of 4.39% were paid in full at maturity.

TTP:

TTP has 10,000,000 shares of preferred stock authorized and 244,000 shares of MRP Stock outstanding at November 30, 2023. 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.

Mandatory

Aggregate Liquidation

Estimated

Series

Redemption Date

Fixed Rate

Shares Outstanding

Preference

Fair Value

Series B

December 13, 2024

4.57%

244,000

6,100,000

6,166,565

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

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Notes to Financial Statements (continued)

11. 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, 2022 through November 30, 2023 as well as the principal balance and interest rate in effect at November 30, 2023 for each of the Funds’ credit facilities:

	TYG			NTG			TTP			NDP			TPZ			TEAF
Lending syndicate agent		U.S. Bank, N.A.			Bank of America, N.A.			The Bank of Nova Scotia			The Bank of Nova Scotia			The Bank of Nova Scotia			The Bank of Nova Scotia
Type of facility		Unsecured, revolving credit facility			Unsecured, revolving credit facility			Unsecured, revolving credit facility			Secured, revolving credit facility			Secured, revolving credit facility			Margin loan facility

Borrowing capacity	$	45,000,000		$	35,000,000		$	15,000,000		$	12,000,000		$	30,000,000		$	45,000,000
Maturity date		June 12, 2025			June 12, 2025			December 27, 2023			December 27, 2023			December 27, 2023			179-day rolling evergreen
Interest rate		1-month Term SOFR plus 1.35%			1-month Term SOFR plus 1.35%			Simple SOFR plus 0.10% plus 1.30%			Simple SOFR plus 0.10% plus 1.35%			Simple SOFR plus 0.10% plus 1.25%			1-month Term SOFR plus 0.1148%
Non-usage fee		0.15%-0.25%	⁽¹⁾		0.15%-0.25%	⁽²⁾		0.00%-0.30%	⁽³⁾		0.15%-0.25%	⁽⁴⁾		0.15%-0.25%	⁽⁵⁾		0.20%	⁽⁷⁾

For the year ended November 30, 2023:
Average principal balance	$	18,692,000		$	13,229,000		$	8,015,000		$	7,298,000		$	24,931,000		$	29,282,000
Average interest rate		6.21	%		6.21	%		6.30	%		6.25	%		6.25	%		5.86	%

As of November 30, 2023:
Principal balance outstanding	$	7,300,000		$	10,600,000		$	5,900,000		$	8,800,000		$	24,600,000	⁽⁶⁾	$	24,000,000
Interest rate		6.69	%		6.69	%		6.71	%		6.66	%		6.66	%		6.26	%

(1)	Non-use fees are tiered with a rate of 0.25% when the outstanding balance is below $22,500,000 and 0.15% when the outstanding balance is at least $22,500,000, but below $31,500,000. The outstanding balance will not be subject to the non-use fee when the amount outstanding is at least $31,500,000.
(2)	Non-use fees are tiered with a rate of 0.25% when the outstanding balance is below $17,500,000 and 0.15% when the outstanding balance is at least $17,500,000, but below $24,500,000. The outstanding balance will not be subject to the non-use fee when the amount outstanding is at least $24,500,000.
(3)	Non-use fee is 0.00% when the amount outstanding is at least $13,500,000, and 0.15% when the amount outstanding is less than $13,500,000 and greater than or equal to $10,500,000, and 0.20% when the amount outstanding is less than $10,500,000 and greater than or equal to $7,500,000, and 0.30% when the amount outstanding is less than $7,500,000.
(4)	Non-use fees are 0.15% when amount outstanding is at least $9,000,000, but 0.25% when the amount outstanding is below $9,000,000. (5) Non-use fee is 0.15% when the amount outstanding is at least $22,500,000 and 0.25% when the amount outstanding is below $22,500,000.
(6)	TPZ’s credit facility allows for interest rates to be fixed on all or a portion of the outstanding balance. Amounts reflect activity on the credit facility for the period from December 1, 2022 through November 30, 2023 and include $15,000,000 of the outstanding principal balance that has a fixed rate of 3.34% through June 30, 2024.
(7)	Non-use fees are waived when amount outstanding is at least $31,500,000.

On June 12, 2023, TYG executed an amendment to its credit facility. The Seconded Amended and Restated Credit Agreement extends the termination date to June 12, 2025, decreased the facility borrowing capacity to $45,000,000, and changed the reference rate to the 1-month term SOFR plus 135 basis points (1.35%).

On June 12, 2023, NTG allowed its existing $80,000,000 credit agreement to terminate and executed a new credit agreement. The termination date of the newly executed Credit agreement is June 12, 2025, decreased the facility borrowing capacity to $35,000,000, and the reference rate is the 1-month term SOFR plus 135 basis points (1.35%).

Under the terms of the credit and margin 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 November 30, 2023, each Fund was in compliance with facility terms.

12. 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.,

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Notes to Financial Statements (continued)

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.

Forward Currency Contracts

TEAF may invest in derivative instruments for hedging or risk management purposes, and for short-term purposes such as maintaining market exposure pending investment of the proceeds of an offering or transitioning its portfolio between different asset classes. The Fund’s use of derivatives could enhance or decrease the cash available to the Fund for payment of distributions or interest, as the case may be. Derivatives can be illiquid, may disproportionately increase losses and have a potentially large negative impact on the Fund’s performance. Derivative transactions, including options on securities and securities indices and other transactions in which the Fund may engage (such as forward currency transactions, futures contracts and options thereon and total return swaps), may subject the Fund to increased risk of principal loss due to unexpected movements in stock prices, changes in stock volatility levels, interest rates and foreign currency exchange rates and imperfect correlations between the Fund’s securities holdings and indices upon which derivative transactions are based. The Fund also will be subject to credit risk with respect to the counterparties to any OTC derivatives contracts the Fund enters into.

As of November 30, 2023, TEAF held no forward currency contracts.

Interest Rate Swap Contracts

TYG may enter 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. At the time the interest rate swap contracts reach their scheduled termination, there is a risk that TYG 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 is required to terminate any swap contract early due to a decline in net assets below a threshold amount or failing to maintain a required 300% asset coverage of the liquidation value of the outstanding debt, then TYG 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 segregates a portion of its assets as collateral for the amount of any net liability of its interest rate swap contracts.

TYG may be subject 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.

As of November 30, 2023, TYG held no interest rate swap contracts.

Written Call Options

Transactions in written option contracts for TEAF for the period from December 1, 2022 through November 30, 2023 are as follows:

	TEAF
	Number of
	Contracts			Premium
Options outstanding at November 30, 2022		—		$	—
Options written		18,057			337,356
Options closed*		(3,700	)		(23,075	)
Options exercised		(4,817	)		(117,160	)
Options expired		(8,540	)		(163,096	)
Options outstanding at November 30, 2023		1,000		$	34,025

*	The aggregate cost of closing written option contracts for TEAF was $135,193, resulting in net realized loss of $112,118.

There were no written option contracts in TYG, NTG, TTP and NDP during the period December 1, 2022 through November 30, 2023. As of November 30, 2023, TEAF held 1,000 written options contracts.

The following table presents the effect of derivatives on the Statements of Operations for the year ended November 30, 2023:

				Net Change
				in Unrealized
		Net Realized		Appreciation
Derivatives not accounted for	Location of Gains (Losses)	Gain (Loss) on		(Depreciation)
as hedging instruments under ASC 815	on Derivatives	Derivatives		of Derivatives
TEAF: Written equity call options	Options	$	50,978	$	(12,781	)

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Notes to Financial Statements (continued)

13. Basis For Consolidation

As of November 30, 2023, TYG has committed a total of $55,256,470 of equity funding to Tortoise Holdco II, LLC, a wholly-owned investment of TYG. Tortoise Holdco II, LLC wholly owns TK NYS Solar Holdco, LLC, which owns and operates renewable energy assets. TK NYS Solar Holdco, LLC acquired the commercial and industrial solar portfolio between August 2017 and November 2019. Fair value of TK NYS Solar Holdco, LLC is net of tax benefits.

TYG’s consolidated schedule of investments includes the portfolio holdings of the Fund and its subsidiary, Tortoise Holdco II, LLC. All inter-company transactions and balances have been eliminated.

As of November 30, 2023, TEAF has committed $63,839,819 to TEAF Solar Holdco, LLC, a wholly-owned investment of TEAF. TEAF Solar Holdco, LLC wholly owns each of Renewable Holdco, LLC and Renewable Holdco I, LLC, which owns and operates renewable energy assets. TEAF Solar Holdco, LLC owns a majority partnership interest in Renewable Holdco II, LLC. Renewable Holdco, LLC and Renewable Holdco II, LLC’s acquisition of the commercial and industrial solar portfolio is ongoing. Renewable Holdco I, LLC acquired the commercial and industrial solar portfolio in September 2019.

As of November 30, 2023, TEAF has provided $3,770,670 to TEAF Solar Holdco I, LLC, a wholly-owned investment of TEAF. TEAF Solar Holdco I, LLC has committed to $6,667,100 of debt funding to Saturn Solar Bermuda 1, Ltd. through a private note. Under the terms of the note Tortoise Solar Holdco I, LLC receives cash payments monthly at an annual rate of 10%. As of November 30, 2023, $3,510,000 of the private note had been funded.

As of November 30, 2023, TEAF has provided $9,600,000 to EF WWW Holdings, LLC., a wholly-owned investment of TEAF. EF WWW Holdings, LLC has committed to $15,000,000 of debt funding to World Water Works, Inc. through a senior secured convertible note. All of the committed debt funding has been drawn today. Under the terms of the note TEAF receives cash payments monthly at an annual rate of 10.50%.

TEAF’s consolidated schedule of investments includes the portfolio holdings of the Fund and its subsidiaries, TEAF Solar Holdco, LLC and TEAF Solar Holdco I, LLC. All inter-company transactions and balances have been eliminated.

14. Fund Shares

Tender Offer

During the fiscal year ended November 30, 2023, Tortoise and the closed-end fund Board authorized conditional tender offers for TYG, NTG, TTP, NDP, and TPZ, pursuant to which the Funds would offer to purchase up to 5% of the Fund’s outstanding shares of common stock for cash at a price equal to 98% of net asset value (NAV), as determined on expiration date of the tender offer, if its shares traded at an average discount to NAV of more than 10% during the designated measurement periods. The measurement period for 2023 ended on July 31, 2023 and it was determined that a tender offer would be executed in each fund.

The tender offer amounts for the 2023 measurement period are as shown below.

Fund	Tender Offer Amount
TYG	Up to 5% or 566,575 of its outstanding common shares
NTG	Up to 5% or 268,042 of its outstanding common shares
TTP	Up to 5% or 105,819 of its outstanding common shares
NDP	Up to 5% or 87,684 of its outstanding common shares
TPZ	Up to 5% or 310,008 of its outstanding common shares

On November 7, 2023, Tortoise announced the final results of the cash tender offer, which commenced on October 2, 2023 and expired on November 1, 2023. Final results of the tender offer(s) are as shown in the accompanying table.

										Outstanding Shares
	Shares Properly		Shares			Pro-Ration		Purchase		After Giving Effect
Fund	Tendered		Purchased			Factor*		Price**		to Tender Offer
TYG		5,300,271		566,575			0.1070650	$	33.04		10,764,933
NTG		2,873,273		268,032	⁽¹⁾		0.0934999	$	39.55		5,092,810
TTP		1,074,230		105,819			0.0985840	$	32.04		2,010,566
NDP		1,012,489		87,684			0.0868390	$	34.85		1,666,014
TPZ		3,297,052		310,008			0.0941553	$	15.11		5,890,167

*	The number of shares to be purchased divided by the number of shares properly tendered. The factor is subject to rounding adjustment to avoid the purchase of fractional shares.
**	Equal to 98% of the relevant Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange (NYSE) on November 1, 2023 (the date the Tender Offer expired).
(1)	NTG purchased 268,032 shares, the maximum quantity of shares to purchase after pro-ration without exceeding 5% of its outstanding common shares.

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Notes to Financial Statements (continued)

15. Subsequent Events

TYG:

On December 18, 2023, TYG’s Series JJ Notes, with a notional amount of $6,453,333 and a fixed interest rate of 3.34% were paid in full at maturity.

On January 22, 2024, TYG’s Series T Notes, with a notional amount of $8,066,667 and a fixed interest rate of 4.16% were paid in full at maturity.

TYG 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.

NTG:

NTG 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.

TTP:

On December 27, 2023, TTP executed an amendment to its existing credit agreement to extend the termination date to December 23, 2024. The facility borrowing capacity remains $15,000,000, and the reference rate continues to be the Simple SOFR plus 130 basis points (1.30%).

TTP 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.

NDP:

On December 27, 2023, NDP allowed its existing $12,000,000 credit agreement to terminate and executed a new margin loan agreement. The term of the newly executed margin loan agreement is 179-day rolling evergreen, the facility borrowing capacity to $12,000,000, and the reference rate is the 1-month term SOFR plus 100 basis points (1.00%).

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 December 27, 2023, TPZ allowed its existing $30,000,000 credit agreement to terminate and executed a new margin loan agreement. The term of the newly executed margin loan agreement is 179-day rolling evergreen, the facility borrowing capacity to $30,000,000, and the reference rate is the 1-month term SOFR plus 100 basis points (1.00%).

On December 29, 2023, TPZ paid a distribution in the amount of $0.105 per common share, for a total of $618,468. Of this total the dividend reinvestment amounted to $8,007.

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.

TEAF:

On December 29, 2023, TEAF paid a distribution in the amount of $0.09 per common share, for a total of $1,214,201. Of this total the dividend reinvestment amounted to $24,317.

TEAF 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.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of
Tortoise Energy Infrastructure Corp.
Tortoise Midstream Energy Fund, Inc.
Tortoise Pipeline & Energy Fund, Inc.
Tortoise Energy Independence Fund, Inc.
Tortoise Power and Energy Infrastructure Fund, Inc.
Ecofin Sustainable and Social Impact Term Fund

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities of Tortoise Energy Infrastructure Corp. and Ecofin Sustainable and Social Impact Term Fund, including the consolidated schedules of investments, as of November 30, 2023, and the related consolidated statements of operations, cash flows and changes in net assets, and the consolidated financial highlights for each of the periods indicated in the table below and the related notes (collectively referred to as the “consolidated financial statements”). We have also audited the accompanying statements of assets and liabilities of Tortoise Midstream Energy Fund, Inc, Tortoise Pipeline & Energy Fund, Inc., Tortoise Energy Independence Fund, Inc., and Tortoise Power and Energy Infrastructure Fund, Inc. (collectively, together with Tortoise Energy Infrastructure Corp. and Ecofin Sustainable and Social Impact Term Fund, referred to as the “Funds”), including the schedules of investments, as of November 30, 2023, and the related statements of operations, cash flows, and changes in net assets, and the financial highlights for each of the periods indicated in the table below and the related notes (collectively, together with the consolidated financial statements, referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position, or the consolidated financial position, of each of the Funds at November 30, 2023, and the results, or the consolidated results, of their operations, cash flows, changes in net assets and financial highlights for each of the periods indicated in the table below, in conformity with U.S. generally accepted accounting principles.

	Statements of operations	Statements of changes
Funds	and cash flows	in net assets	Financial highlights
Tortoise Energy Infrastructure Corp. Tortoise Midstream Energy Fund, Inc. Tortoise Pipeline & Energy Fund, Inc. Tortoise Energy Independence Fund, Inc. Tortoise Power and Energy Infrastructure Fund, Inc.	For the year ended November 30, 2023	For each of the two years in the period ended November 30, 2023	For each of the five years in the period ended November 30, 2023
Ecofin Sustainable and Social Impact Term Fund	For the year ended November 30, 2023	For each of the two years in the period ended November 30, 2023	For each of four years in the period ended November 30, 2023 and the period from March 29, 2019 (commencement of operations) to November 30, 2019

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on each of the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of the Funds’ internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2023, by correspondence with the custodians, brokers and others; when replies were not received from others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Tortoise investment companies since 2004.

Minneapolis, Minnesota
January 29, 2024

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2023 Annual Report | November 30, 2023

Company Officers and Directors (unaudited)

November 30, 2023

	Position(s) Held With Company, Term		Number of Portfolios in Fund Complex	Other Company Public
	of Office and Length		Overseen	Directorships
Name and Age⁽¹⁾	of Time Served⁽²⁾	Principal Occupation During Past Five Years	by Director⁽³⁾	Held
Independent Directors
Conrad S. Ciccotello (Born 1960)	Class I Director of TYG since 2003 and of NTG since 2010; Class II Director of NDP since 2012 and of TPZ since 2007; Class III Director of TTP since 2011; Class I Director of TEAF since 2019.	Professor and Director, Reiman School of Finance, University of Denver (faculty member since 2017); Senior Consultant to the finance practice of Charles River Associates, which provides economic, financial, and management consulting services (since May 2020); Associate Professor and Chairman of the Department of Risk Management and Insurance, Director of the Asset and Wealth Management Program, Robinson College of Business, Georgia State University (faculty member from 1999-2017); Investment Consultant to the University System of Georgia for its defined contribution retirement plan (2008-2017); Formerly Faculty Member, Pennsylvania State University (1997-1999); Published a number of academic and professional journal articles on investment company performance and structure, with a focus on MLPs.	7	CorEnergy Infrastructure Trust, Inc.; Peachtree Alternative Strategies Fund
Rand C. Berney (Born 1955)	Class I Director of TTP since 2014; Class II Director of each of TYG and NTG since 2014; Class III Director of each of NDP and TPZ since 2014; Class II Director of TEAF since 2019.	Formerly Executive-in-Residence, College of Business Administration, Kansas State University from 2012-2022; Formerly Senior Vice President of Corporate Shared Services of ConocoPhillips from April 2009 to 2012, Vice President and Controller of ConocoPhillips from 2002 to April 2009, and Vice President and Controller of Phillips Petroleum Company from 1997 to 2002; Member of the Oklahoma Society of CPAs, the Financial Executive Institute, American Institute of Certified Public Accountants, the Institute of Internal Auditors and the Institute of Management Accountants.	6	None
Jennifer Paquette (Born 1962)	Class I Director of TTP since 2018; Class II Director of each of TYG and NTG since 2018; Class III Director of each of NDP and TPZ since 2018; Class II Director of TEAF since 2019.	Retired in 2017; Previously Chief Investment Officer of the Public Employees’ Retirement Association of Colorado (“Colorado PERA”) from 2003 to 2017; Held various positions within Colorado PERA from 1999 to 2003 and 1995 to 1996; Formerly Vice-President Institutional Account Executive at Merrill Lynch, Pierce, Fenner & Smith from 1991 to 1994; Vice-President, Portfolio Manager and Analyst at Alliance Capital Management from 1987 to 1991; Portfolio Assistant and Assistant at Mitchell Hutchins Asset Management from 1985 to 1987. Chartered Financial Analyst (“CFA”) charterholder.	6	None
Alexandra Herger (Born 1957)	Class I Director of each of NDP and TPZ since 2015; Class II Director of TTP since 2015; Class III Director of each of TYG and NTG since 2015; Class III Director of TEAF since 2019.	Retired in 2014; Previously interim vice president of exploration for Marathon Oil in 2014 prior to her retirement; Director of international exploration and new ventures for Marathon Oil from 2008 to 2014; Held various positions with Shell Exploration and Production Co. between 2002 and 2008; Member of the Society of Exploration Geophysicists, the American Association of Petroleum Geologists, the Houston Geological Society and the Southeast Asia Petroleum Exploration Society; Member of the 2010 Leadership Texas/ Foundation for Women’s Resources since 2010; Director of Panoro Energy ASA, an international independent oil and gas company listed on the Oslo Stock Exchange; Director of Tethys Oil (Stockholm) and member of PGS (Oslo) nomination committee.	6	None
Interested Directors ⁽⁴⁾
H. Kevin Birzer (Born 1959)	Class I Director and Chairman of the Board of NDP since 2012 and of TPZ since 2007; Class II Director and Chairman of the Board of TTP since 2011; Class III Director and Chairman of the Board of TYG since 2003 and of NTG since 2010; Class III Director and Chairman of the Board of TEAF since 2019.	Chief Executive Officer of the Adviser; Managing Director of the Adviser and member of the Investment Committee of the Adviser since 2002. CFA designation since 1988.	6	None

(1)	The address of each director and officer is 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211.
(2)	Ending year of Director terms by Class are as follows:

	TYG	NTG	TTP	NDP	TPZ	TEAF
Class I	2023	2023	2024	2025	2025	2023
Class II	2024	2024	2025	2023	2023	2024
Class III	2025	2025	2023	2024	2024	2025

(3)	This number includes TYG, NTG, TTP, NDP, TPZ and TEAF. For Mr. Ciccotello, this number also includes the Ecofin Tax-Advantaged Social Impact Fund, Inc. (”TSIFX”). The Adviser serves as the investment adviser to TYG, NTG, TTP, NDP, TPZ, TEAF and TSIFX.
(4)	As a result of their respective positions held with the Adviser or its affiliates, these individuals are considered “interested persons” within the meaning of the 1940 Act.

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Company Officers and Directors (unaudited) (continued)

November 30, 2023

	Position(s) Held With Company, Term		Number of Portfolios in Fund Complex	Other Public Company Directorships
	of Office and Length		Overseen	Held by
Name and Age⁽¹⁾	of Time Served⁽²⁾	Principal Occupation During Past Five Years	by Director	Officer
Interested Officers⁽³⁾
P. Bradley Adams (Born 1960)	Chief Executive Officer of TYG, NTG, TPZ, TTP and NDP since June 30, 2015; Principal Financial Officer and Treasurer of each of TYG, NTG, TPZ, TTP and NDP from May 18, 2017 to July 14, 2021; Chief Financial Officer of NTG from 2010 to June 30, 2015, of each of TYG and TPZ from 2011 to June 30, 2015 and of each of TTP and NDP from its inception to June 30, 2015; Chief Executive Officer of TEAF since November 5, 2018, Principal Financial Officer and Treasurer of TEAF from November 5, 2018 to July 14, 2021.	Managing Director of the Adviser since January 2013; Chief Executive Officer of Ecofin Tax-Exempt Private Credit Fund, Inc. (formerly Ecofin Tax-Advantaged Social Impact Fund, Inc. (“TSIFX “)) since February 2018; Principal Financial Officer of TSIFX from February 2018 to May 2021.	N/A	None
Matthew G.P. Sallee (Born 1978)	President of TYG and NTG since June 30, 2015.	Managing Director of the Adviser since January 2014 and a member of the Investment Committee of the Adviser since June 30, 2015; Senior Portfolio Manager of the Adviser since February 2019; Portfolio Manager of the Adviser from July 2013 to January 2019; CFA designation since 2009.	N/A	None
Brian A. Kessens (Born 1975)	President of TTP and TPZ since June 30, 2015.	Managing Director of the Adviser since January 2015 and a member of the Investment Committee of the Adviser since June 30, 2015; Senior Portfolio Manager of the Adviser since February 2019; Portfolio Manager of the Adviser from July 2013 to January 2019; CFA designation since 2006.	N/A	None
Robert J. Thummel, Jr. (Born 1972)	President of NDP since June 30, 2015.	Managing Director of the Adviser since January 2014 and a member of the Investment Committee of the Adviser since June 30, 2015; Senior Portfolio Manager of the Adviser since February 2019; Portfolio Manager of the Adviser from July 2013 to January 2019.	N/A	None
Kate Moore (Born 1987)	President of TEAF since August 9, 2022; President of TSIFX since April 2021.	Managing Director of TortoiseEcoin since March 29, 2021; Chief Operations Officer of TortoiseEcoin since March 1, 2023; Chief Development Officer of TortoiseEcofin from March 29, 2021 to March 1, 2023; Director – Head of Product Development of the Adviser from September 2020 to March 2021; Director – Strategic Investment Group of the Adviser from July 2019 to August 2020; Vice President –Strategic Investment Group of the Adviser from June 2018 to June 2019; previously served in various roles at Tradebot Systems, Inc. from July 2009 to June 2018, including most recently as Senior Equity Trader and Director at Tradebot Ventures.	N/A	None
Shobana Gopal (Born 1962)	Vice President of TYG, NTG, TPZ, TTP and NDP since June 30, 2015, and of TEAF since November 5, 2018.	Managing Director – Tax of the Adviser since July 2021; Director, Tax of the Adviser from January 2013 to July 2021; Tax Analyst of the Adviser from September 2006 through December 2012; Vice President of TSIFX since February 2018.	N/A	None

Courtney Gengler (Born 1986)	Principal Financial Officer and Treasurer of each of TYG, NTG, TPZ, TTP, NDP and TEAF since July 14, 2021; Vice President of each of TYG, NTG, TPZ, TTP, NDP and TEAF from June 16, 2020 to July 14, 2021; Assistant Treasurer of each of TYG, NTG, TPZ, TTP and NDP since May 18, 2017 and of TEAF since its inception.	Managing Director – Financial Operations of the Adviser since July 2021; Director – Financial Operations of the Adviser from January 2020 to July 2021; Vice President – Accounting and Financial Reporting from 2017 to 2020; Principal Financial Officer and Treasurer of TSIFX since May 2021; previously served in various roles at Adknowledge from May 2015 to March 2017 including most recently as Manager of Accounting and Financial Reporting.	N/A	None
Sean Wickliffe (Born 1989)	Vice President and Assistant Treasurer of each of TYG, NTG, TPZ, TTP, NDP and TEAF since July 14, 2021;	Vice President – Financial Operations of the Adviser since January 2021; Senior Financial Operations Analyst of the Adviser from January 2020 to January 2021; Financial Operations Analyst of the Adviser from December 2016 to January 2020; Junior Financial Operations Analyst of the Adviser from November 2015 to December 2016.	N/A	None
Diane Bono (Born 1958)	Chief Compliance Officer of TYG since 2006 and of each of NTG, TPZ, TTP and NDP and TEAF since its inception; Secretary of TYG, NTG, TPZ, TTP and NDP since May 2013 and of TEAF since November 5, 2018.	Managing Director of the Adviser since January 2018; Chief Compliance Officer of the Adviser since June 2006; Chief Compliance Officer and Secretary of TSIFX since February 2018.	N/A	None

(1)	The address of each director and officer is 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211.
(2)	Officers are elected annually.
(3)	As a result of their respective positions held with the Adviser or its affiliates, these individuals are considered “interested persons” within the meaning of the 1940 Act.

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Additional Information (unaudited)

Notice to Shareholders

For stockholders that do not have a November 30, 2023 tax year end, this notice is for information purposes only. For stockholders with a November 30, 2023 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended November 30, 2023, each Fund is designating the following items with regard to distributions paid during the year.

Common Distributions
	Return Of Capital Distributions			Long-Term Capital Gain Distributions ⁽¹⁾			Ordinary Income Distributions			Total Distributions			Qualifying Dividends⁽²⁾			Qualifying For Corporate Dividends Rec. Deduction ⁽³⁾
TYG		42.07	%		0.00	%		57.93	%		100.00	%		69.58	%		69.58	%
NTG		46.63	%		0.00	%		53.37	%		100.00	%		86.15	%		66.05	%
TTP		77.51	%		0.00	%		22.49	%		100.00	%		100.00	%		82.04	%
NDP		70.36	%		0.00	%		29.64	%		100.00	%		100.00	%		100.00	%
TPZ		51.00	%		0.00	%		49.00	%		100.00	%		31.96	%		25.06	%
TEAF		67.26	%		0.00	%		32.74	%		100.00	%		95.70	%		33.24	%

Preferred Distributions
	Return Of Capital Distributions			Long-Term Capital Gain Distributions ⁽¹⁾			Ordinary Income Distributions			Total Distributions			Qualifying Dividends⁽²⁾			Qualifying For Corporate Dividends Rec. Deduction ⁽³⁾
TYG		0.00	%		0.00	%		100.00	%		100.00	%		69.58	%		69.58	%
NTG		0.00	%		0.00	%		100.00	%		100.00	%		86.15	%		66.05	%
TTP		0.00	%		0.00	%		100.00	%		100.00	%		100.00	%		82.04	%

(1)	The Fund designates long-term capital gain distributions per IRC Code Sec. 852(b)(3)(C). The long-term capital gain tax rate is variable based on the taxpayer’s taxable income.
(2)	Represents the portion of Ordinary Income Distributions taxable at the capital gain tax rates if the stockholder meets holding period requirements.
(3)	Represents the portion of Ordinary Income Distributions which qualify for the “Corporate Dividends Received Deduction.”

Stockholder Proxy Voting Results

The annual meeting of stockholders for each Fund was held on July 11, 2023. The matters considered at the meeting by each fund, together with the actual vote tabulations relating to such matters are as follows:

1.	For all Companies: To elect the following individual as director of the Fund, to hold office for a term of three years and until their successors are duly elected and qualified.

	TYG		NTG		TTP		NDP		TPZ		TEAF
Conrad SCiccotello
Affirmative		8,880,588		4,308,279		1,624,068		1,064,674		4,295,824		11,133,346
Withheld		202,694		145,501		61,016		500,942		373,443		396,239
TOTAL		9,083,282		4,453,780		1,685,084		1,565,616		4,669,267		11,529,585

Rand C. Berney and Jennifer Paquette continue as a director with terms expiring on the date of the 2024 annual meeting of stockholders. H. Kevin Birzer and Alexandra A. Herger continue as a director with terms expiring on the date of the 2025 annual meeting of stockholders.

2.	For all companies: To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 30, 2023.

	TYG		NTG		TTP		NDP		TPZ		TEAF
Affirmative		8,978,224		4,389,018		1,630,856		1,304,774		4,375,846		11,430,404
Against		56,565		41,893		43,943		257,126		222,682		28,783
Abstain		48,493		22,869		10,285		3,716		70,739		70,398
TOTAL		9,083,282		4,453,780		1,685,084		1,565,616		4,669,267		11,529,585

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, 2022 through November 30, 2023, the aggregate compensation paid by the Funds to the independent directors was as follows:

TYG				NTG				TTP				NDP				TPZ				TEAF
$	86,000			$	86,000			$	66,000			$	66,000			$	86,000			$	86,000

The Funds did not pay any special compensation to any of its directors or officers.

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Additional Information (unaudited) (continued)

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the 1933 Act and the Securities Exchange Act of 1934, as amended. 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 Securities and Exchange Commission (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, 2023 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.tortoiseecofin.com; and (ii) on the SEC’s Web site at www.sec.gov.

Form N-PORT

Each Fund files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Part F of Form N-PORT. Each Fund’s Form Part F of Form N-PORT are 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.

Each Fund’s N-PORTs are also available through the Adviser’s Web site at www.tortoiseecofin.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.

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Additional Information (unaudited) (continued)

Automatic Dividend Reinvestment

Each of NTG, TTP, NDP and TPZ have an Automatic Dividend Reinvestment Plan and TYG has an Automatic Dividend Reinvestment and Cash Purchase Plan (each, a “Plan”). Each Plan allows participating common stockholders to reinvest distributions, including dividends, capital gains and return of capital in additional shares of the Fund’s common stock and TYG’s Plan also allows registered holders of the TYG’s common stock to make optional cash investments, in accordance with TYG’s Plan, on a monthly basis.

If a stockholder’s shares are registered directly with the Fund or with a brokerage firm that participates in the Fund’s Plan, all distributions are automatically reinvested for stockholders by the Agent in additional shares of common stock of the Fund (unless a stockholder is ineligible or elects otherwise). Stockholders holding shares that participate in the Plan in a brokerage account may not be able to transfer the shares to another broker and continue to participate in the Plan. Stockholders who elect not to participate in the Plan will receive all distributions payable in cash paid by check mailed directly to the stockholder of record (or, if the shares are held in street or other nominee name, then to such nominee) by Computershare, as dividend paying agent. Distributions subject to tax (if any) are taxable whether or not shares are reinvested.

Any single investment pursuant to the cash purchase option under TYG’s Plan must be in an amount of at least $100 and may not exceed $5,000 per month unless a request for waiver has been granted. A request for waiver should be directed to TYG at 1-866-362-9331 and TYG has the sole discretion to grant any requested waiver. Optional cash investments may be delivered to the Agent by personal check, by automatic or electronic bank account transfer or by online access at www.computershare.com. TYG reserves the right to reject any purchase order. Stockholders who hold shares in street or other nominee name who want to participate in optional cash investments should contact their broker, bank or other nominee and follow their instructions. There is no obligation to make an optional cash investment at any time, and the amount of such investments may vary from time to time. Optional cash investments must be received by the Agent no later than two business days prior to the monthly investment date (the “payment date”) for purchase of common shares on the next succeeding purchase date under TYG’s Plan. Scheduled optional cash purchases may be cancelled or refunded upon a participant’s written request received by the Agent at least two business days prior to the purchase date. Participants will not be able to instruct the Agent to purchase common shares at a specific time or at a specific price.

If on the distribution payment date or, for TYG, the purchase date for optional cash investments, the net asset value per share of the common stock is equal to or less than the market price per share of common stock plus estimated brokerage commissions, the Fund will issue additional shares of common stock to participants. The number of shares will be determined by the greater of the net asset value per share or 95 percent of the market price. Otherwise, shares generally will be purchased on the open market by the Agent as soon as possible following the payment date or purchase date, but in no event later than 30 days after such date except as necessary to comply with applicable law. There are no brokerage charges with respect to shares issued directly by the Fund as a result of distributions payable either in shares or in cash or, for TYG, as a result of optional cash investments. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Agent’s open-market purchases in connection with the reinvestment of distributions or optional cash investments. If a participant elects to have the Agent sell part or all of his or her common stock and remit the proceeds, such participant will be charged a transaction fee of $15.00 plus his or her pro rata share of brokerage commissions on the shares sold.

Participation is completely voluntary. Stockholders may elect not to participate in the Plan, and participation may be terminated or resumed at any time without penalty, by giving notice in writing, by telephone or Internet to Computershare, the Plan Agent, at the address set forth below. Such termination will be effective with respect to a particular distribution if notice is received prior to such record date.

Additional information about the Plan may be obtained by writing to Computershare Trust Company, N.A, P.O. Box 30170, College Station, TX 77842-3170. You may also contact Computershare by phone at (800) 426-5523 or visit their Web site at www.computershare.com.

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Additional Information (unaudited) (continued)

Approval of the Investment Advisory Agreements for all Funds and the Sub-Advisory Agreement for TEAF

In approving the renewal of the respective Investment Advisory Agreement of each of TYG, NTG, TPZ, TTP, NDP and TEAF in 2023, and the investment sub-advisory agreement between the Adviser and Ecofin Advisors Limited (the “Sub-Adviser”) with respect to TEAF (the “TEAF Investment Sub-Advisory Agreement”), the directors who are not “interested persons” (as defined in the Investment Company Act of 1940) of the fund (“Independent Directors”) requested and received extensive data and information from the Adviser concerning the fund and the services provided to it by the Adviser under the Investment Advisory Agreement, including information from independent, third-party sources, regarding the factors considered in their evaluation, and with respect to TEAF, information concerning the services provided by the Sub-Adviser under the TEAF Investment Sub-Advisory Agreement. Before the Independent Directors voted on approval of the Investment Advisory Agreement and the TEAF Investment Sub-Advisory Agreement, the Independent Directors met with independent legal counsel during an executive session and discussed the agreements and related information.

Factors Considered for Each Fund

The Board, including the Independent Directors, considered and evaluated all the information provided by the Adviser. The Board, including the Independent Directors, did not identify any single factor as being all-important or controlling, and individual directors may have attributed different levels of importance to different factors. In deciding to renew the fund’s agreement, the decision of the Board, including the Independent Directors, was based on the following factors.

Nature, Extent and Quality of Services Provided. The Board considered information regarding the history, qualification and background of the Adviser, the Sub-Adviser, and the individuals primarily responsible for the portfolio management of the fund. Additionally, the Board considered the quality and extent of the resources devoted to research and analysis of the fund’s actual and potential investments, including the research and decision-making processes utilized by the Adviser and Sub-Adviser, as well as risk oversight and the methods adopted to seek to achieve compliance with the investment objectives, policies and restrictions of the fund, and meeting regulatory requirements. Further, the Board considered the quality and depth of the Adviser and Sub-Adviser personnel (including the number and caliber of portfolio managers and research analysts involved and the size and experience of the investment, accounting, trading, client service and compliance teams dedicated to the fund), and other Adviser and Sub-Adviser resources, use of affiliates of the Adviser, and the particular expertise with respect to energy companies, MLP markets and financing (including private financing).

In addition to advisory services, the Board considered the quality of the administrative and other non-investment advisory services provided to the fund. The Adviser provides the fund with certain services (in addition to any such services provided to the fund by third parties) and officers and other personnel as are necessary for the operations of the fund. In particular, the Adviser provides the fund with the following administrative services including, among others: (i) preparing disclosure documents, such as periodic stockholder reports and the prospectus and the statement of additional information in connection with public offerings; (ii) communicating with analysts to support secondary market analysis of the fund; (iii) oversight of daily accounting and pricing; (iv) preparing periodic filings with regulators and stock exchanges; (v) overseeing and coordinating the activities of other service providers, including with respect to TEAF, the affiliated Sub-Adviser; (vi) organizing Board meetings and preparing the materials for such Board meetings; (vii) providing compliance support; (viii) furnishing analytical and other support to assist the Board in its consideration of strategic issues; (ix) the responsible handling of the leverage target; and (x) performing other administrative services for the operation of the fund, such as press releases, fact sheets, quarterly energy market updates and podcasts, and educational materials, leverage financing, tax reporting, tax management, fulfilling regulatory filing requirements and investor relations services.

The Board also reviewed information received from the Adviser and the fund’s Chief Compliance Officer (the “CCO”) regarding the compliance policies and procedures established pursuant to the 1940 Act and their applicability to the fund, including the fund’s Code of Ethics.

The Board, including the Independent Directors, concluded that the nature of the fund and the specialized expertise of the Adviser in energy infrastructure, including in the niche market of MLPs for each of TYG and NTG, the energy market for each of TTP, NDP and TPZ, and essential asset sectors with respect to TEAF, as well as the nature, extent and quality of services provided by the Adviser, and in addition with respect to TEAF the Sub-Adviser, to the fund, made the Adviser qualified to serve as the adviser, and with respect to TEAF, the Sub-Adviser qualified to serve as the sub-adviser. The Independent Directors recognized that the Adviser’s commitment to a long-term investment horizon correlated well to the investment strategy of the fund.

Investment Performance of the Fund and the Adviser, Costs of the Services To Be Provided and Profits To Be Realized by the Adviser and its Affiliates from the Relationship, and Fee Comparisons. The Board reviewed and evaluated information regarding the fund’s performance and the performance of other Adviser accounts (including other investment companies), and information regarding the nature of the markets during the performance period, with a particular focus on energy infrastructure equities including midstream, utilities and renewables for TYG, on midstream equity for each of NTG and TTP, on the energy companies for NDP, on power and energy infrastructure for TPZ, and on the essential asset sectors with respect to TEAF. The Board considered the fund’s investment performance against peer funds for the following periods: one year, three year, five year, ten year and since inception for each of TYG, NTG, TTP, NDP and TPZ, for one year, three year and since inception for TEAF, and for each of 2021, 2022 and fiscal year-to-date 2023 for each of TYG, NTG, TTP, NDP, TPZ and TEAF, as well as against specialized sector (including a custom composite of sector indices (“custom composite”) for TPZ) and more general market indices for the same periods for the fund. The Board also considered senior management’s and portfolio managers’ analysis of the reasons for any over-performance or underperformance against its peers and/or sector market indices, as applicable. The Board noted that for the relevant periods, based on NAV: TYG outperformed the median for its peers in the three year

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Additional Information (unaudited) (continued)

period, 2021 and 2022, and underperformed the median of its peers in the other periods. TYG underperformed two of the specialized sector market indices except for 2021, and one of the specialized indices except for the one year period where it performed in line and the three year period and 2022 where it outperformed the index, and underperformed the general market index except for the three year period, 2021 and 2022, where it outperformed this index. NTG and TTP underperformed the median for their peers in all periods. NTG and TTP underperformed the specialized sector market indices and the general market index in all periods except the one year period and 2021, and with respect to one specialized index and the generalized market index in the three year period and 2022 where they outperformed these indices. NDP outperformed its peer for the one year and three year periods, 2021 and 2022 and underperformed its peer for the five year, 10 year and since inception periods and for the fiscal year to date 2023 period. NDP underperformed the specialized sector market index and the general market index except for the one year period and 2021, and for the general market index the three year period and 2022, where it outperformed those indices, and performed in line with the specialized sector market index for the fiscal year to date 2023 period. TPZ performed in line with the median for its peers in 2021 and outperformed the median for its peers in the one year and three year periods, 2022, and fiscal year-to-date 2023 period, and underperformed in the other periods. TPZ outperformed the custom composite for the one year and three year periods, 2021 and 2022, and underperformed the custom composite in the five year, 10 year, since inception and fiscal year-to-date 2023 periods, and underperformed the general market index in all periods except the one year and three year periods and 2022 where it outperformed the index. TEAF outperformed the median of its peers in the one year and three year periods and 2022 and underperformed the median in the since inception, 2021 and fiscal year-to-date 2023 periods. TEAF outperformed the specialized sector market index in the one year period and 2021, underperformed the specialized sector market index in the since inception period and 2022, and performed in line with the index in the three year and fiscal year to date 2023 periods, and underperformed the general market index in all applicable periods except for the one year and 2022 periods where it outperformed the index. The Board noted that for the relevant periods, based on market price, TYG underperformed the median of its peers except for the three year period, 2021 and 2022, where it outperformed the median of its peers. NTG and TTP underperformed the median for their peers in all periods. NDP outperformed its peer for the one and three year periods, 2021 and 2022 and underperformed for the remaining periods. TPZ outperformed the median for its peers for the one and three year periods, 2021, 2022 and the fiscal year-to-date 2023 period, and underperformed the median for its peers in the remaining periods. TEAF underperformed the median for its peers for the since inception period, 2021, and the fiscal year-to-date 2023 period, and outperformed the median for its peers for the one year and three year periods, and 2022. For TPZ, the Board noted the lack of peers and sector market indices with similar strategies to the fund and also took into account the custom composite to better reflect the strategy of the fund. The Adviser believes that performance relative to the applicable custom composite for TPZ is an appropriate performance metric for the fund. The Board also noted that the custom composite for TPZ and the sector market indices are pre-expenses, in contrast to the fund and its peers, and the sector market indices are pre-tax accrual similar to TYG and NTG but in contrast with their MLP peers. The Board also noted differences across the peer universe in distribution and leverage strategies, including the fund’s focus on sustainable distributions and leverage strategy, and took into account that stockholders, in pursuing their investment goals and objectives, may have purchased their shares based upon the reputation and the investment style, long-term philosophy and strategy of the Adviser. The Board also considered discussions with the Adviser regarding a variety of initiatives for the fund, including the Adviser’s plans to continue aftermarket support and investor communications regarding recent market price performance. Based upon their review and also considering market conditions and volatility in 2023, the Board, including the Independent Directors, concluded that the fund’s performance has been reasonable based on the fund’s strategy and compared to other closed-end funds that focus on the applicable sectors discussed above.

The Adviser provided detailed information concerning its cost of providing services to the fund, its profitability in managing the fund, its overall profitability, and its financial condition. The Board reviewed the methodology used to prepare this financial information. This financial information regarding the Adviser is considered in order to evaluate the Adviser’s financial condition, its ability to continue to provide services under the Investment Advisory Agreement, and the reasonableness of the current management fee, and was, to the extent possible, evaluated in comparison to other more specialized investment advisers.

The Board considered and evaluated information regarding fees charged to, and services provided to, other investment companies advised by the Adviser (including the impact of any fee waiver or reimbursement arrangements and any expense reimbursement arrangements), and fees charged to separate institutional accounts and other accounts managed by the Adviser. The information provided to the Board discussed the significant differences in scope of services provided to the fund and to the Adviser’s other non-closed-end fund clients. The Board considered the fee comparisons in light of the different services provided in managing these other types of clients. The Board considered and evaluated the information comparing the fund’s contractual annual management fee and overall expenses with a peer group of comparable closed-end funds with similar investment objectives and strategies, including other MLP or energy investment companies, as applicable depending on the fund, and with respect to TEAF with a group of comparable funds that are multi strategy including significant allocations to private investments as well as funds structured as a term fund, in each case as determined by the Adviser. The Board also considered the management fee (based on total managed assets) charged by the Adviser to other Tortoise funds compared to the management fee of TEAF. The Board noted that the management fee paid by TEAF is higher than the management fees paid by the other Tortoise funds, but were advised by the Adviser that there are additional portfolio management challenges in managing a multi-strategy defined term fund such as TEAF. The Board considered the affiliated relationship of the Adviser to the Sub-Adviser for TEAF, and the in-depth knowledge of the Adviser of the Sub-Adviser’s operations, and the oversight of the Sub-Adviser by the Adviser. The Board also considered that the sub-advisory fee to Sub-Adviser is paid by the Adviser and TEAF incurs no additional expense for the Sub-Adviser’s services. Given the specialized universe of managers and funds fitting within the criteria for the peer group as well as a lack of reliable, consistent third party data, the Adviser did not believe that it would be beneficial to engage the services of an independent third-party to prepare the peer group analysis, and the Board, including the Independent Directors, concurred with this approach. The Adviser provided information on the methodology used for determining the peer group.

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Additional Information (unaudited) (continued)

The Board, including the Independent Directors, concluded that the fees (including the management fee) and expenses that the fund is paying under the Investment Advisory Agreement, as well as the operating expense ratios of the fund, are reasonable given the nature, extent and quality of services provided under the Investment Advisory Agreement and that such fees and expenses are reasonable compared to the fees charged by advisers to comparable funds. The Board, including the Independent Directors, concluded that the fees payable by the Adviser to the Sub-Adviser under the TEAF Sub-Advisory Agreement are reasonable given the nature, extent and quality of services provided under the TEAF Sub-Advisory Agreement.

Economies of Scale. The Board considered information from the Adviser concerning whether economies of scale would be realized as the fund grows, and whether fee levels reflect any economies of scale for the benefit of the fund’s stockholders. The Board, including the Independent Directors, concluded that economies of scale are difficult to measure and predict overall. Accordingly, the Board reviewed other information, such as year-over-year profitability of the Adviser generally, the profitability of its management of the fund, and the fees of competitive funds not managed by the Adviser over a range of asset sizes. The Board, including the Independent Directors, concluded the Adviser 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.

Collateral Benefits Derived by the Adviser. The Board reviewed information from the Adviser concerning collateral benefits it receives as a result of its relationship with the fund. The Board, including the Independent Directors, concluded that the Adviser generally does not directly use the fund’s or stockholder information to generate profits in other lines of business, and therefore does not derive any significant collateral benefits from them.

The Board did not, with respect to their deliberations concerning their approval of the continuation of the Investment Advisory Agreement, consider the benefits the Adviser may derive from relationships the Adviser may have with brokers through soft dollar arrangements because the Adviser does not employ any third party soft dollar arrangements in rendering its advisory services to the fund. The Adviser receives unsolicited research from some of the brokers with whom it places trades on behalf of clients, however, the Adviser has no arrangements or understandings with such brokers regarding receipt of research in return for commissions. The Adviser does not consider this research when selecting brokers to execute fund transactions and does not put a specific value on unsolicited research, nor attempt to estimate and allocate the relative costs or benefits among clients.

Conclusions of the Directors

The Board, including the Independent Directors, concluded that no single factor reviewed was determinative as the principal factor in whether to approve the Investment Advisory Agreement and, with respect to TEAF, the TEAF Sub-Advisory Agreement. The process, as discussed above, describes only the most important factors, but not all of the matters, considered by the Board. On the basis of such information as the Board considered necessary to the exercise of its reasonable business judgment and its evaluation of all of the factors described above, and after discussion and as assisted by the advice of legal counsel that is independent of the Adviser, the Independent Directors determined that each factor, in the context of all of the other factors they considered, favored approval of the Investment Advisory Agreement and with respect to TEAF, the TEAF Sub-Advisory Agreement. It was noted that it was the judgment of the Board, including the Independent Directors, that approval of the Investment Advisory Agreement and, with respect to TEAF, the TEAF Sub-Advisory Agreement, was in the best interests of the fund and its stockholders. The Board, and separately, all of the Independent Directors, therefore unanimously concluded that the Investment Advisory Agreement between the fund and the Adviser and, with respect to TEAF, the TEAF Sub-Advisory Agreement between the Adviser and Sub-Adviser, is fair and reasonable in light of the services provided and should be renewed.

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Additional Information (unaudited) (continued)

Fund Investment Objectives, Policies and Risks

Changes in the Last Fiscal Year

During each Fund’s most recent fiscal year, there were no material changes in the Fund’s investment objectives or policies that have not been approved by shareholders or in the principal risk factors associated with investment in the Fund.

Investment Objectives and Policies

Tortoise Energy Infrastructure Corporation (TYG)

TYG’s investment objective is to seek a high level of total return with an emphasis on current distributions paid to stockholders. Under normal circumstances, TYG invests at least 90% of its total investments, defined as the value of all investments reported as total investments in its schedule of investments, in securities of energy infrastructure companies. Energy infrastructure companies engage in the business of transporting, processing, storing, distributing or marketing natural gas, natural gas liquids, coal, crude oil or refined petroleum products, or exploring, developing, managing or producing such commodities. Additionally energy infrastructure includes renewables and power infrastructure companies that generate, transport and distribute electricity.

As a regulated investment company, TYG may invest up to 25% of its total assets in MLPs. TYG may invest up to 30% of its total investments in restricted securities, primarily through direct placements. Subject to this policy, TYG may invest without limitation in illiquid securities. The types of restricted securities that TYG may purchase include securities of private energy infrastructure companies and privately issued securities of publicly traded energy infrastructure companies. Restricted securities, whether issued by public companies or private companies, are generally considered illiquid. The aggregate of all of TYG’s investments in private companies that do not have any publicly traded shares or units are limited to 5% of its total investments.

TYG may invest up to 25% of its total investments in debt securities of energy infrastructure companies, including certain securities rated below investment grade (“junk bonds”). Below investment grade debt securities will be rated at least B3 by Moody’s and at least B- by S&P at the time of purchase, or comparably rated by another statistical rating organization or if unrated, determined to be of comparable quality by the Adviser.

TYG will not invest more than 10% of its total investments in a single issuer or engage in short sales. TYG may write covered call options, up to 10% of its total investments. These investment restrictions described above apply at the time of purchase, and TYG will not be required to reduce a position due solely to market value fluctuations.

TYG may change these non-fundamental investment policies without stockholder approval and will provide notice to stockholders of material changes (including notice through stockholder reports); provided, however, that a change in the policy of investing at least 90% of TYG’s total investments in energy infrastructure companies requires at least 60 days’ prior written notice to stockholders.

TYG may write covered call options, up to 10% of its total investments.

Under adverse market or economic conditions, TYG may invest up to 100% of its total investments in securities issued or guaranteed by the U.S. Government or its instrumentalities or agencies, short-term debt securities, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper rated in the highest category by a rating agency or other liquid fixed income securities deemed by the Adviser to be consistent with a defensive posture (collectively, “short-term securities”), or may hold cash. To the extent TYG invests in short-term securities or cash for defensive purposes, such investments are inconsistent with, and may result in TYG not achieving, its investment objective.

TYG also may invest in short-term securities or cash pending investment of any offering proceeds to meet working capital needs including, but not limited to, for collateral in connection with certain investment techniques, to hold a reserve pending payment of distributions, and to facilitate the payment of expenses and settlement of trades. The yield on such securities may be lower than the returns on energy infrastructure companies or yields on lower rated fixed income securities.

Leverage. TYG’s policy is to utilize leverage in an amount that on average represents approximately 25% of its total assets. TYG considers market conditions at the time leverage is incurred and monitors for asset coverage ratios relative to 1940 Act requirements and financial covenants on an ongoing basis. Leverage as a percent of total assets will vary depending on market conditions, but will normally range between 20% - 30%.

TYG may use interest rate transactions for hedging purposes only, in an attempt to reduce the interest rate risk arising from its leveraged capital structure. TYG does not intend to hedge the interest rate risk of its portfolio holdings. Accordingly, if no leverage is outstanding, TYG currently does not expect to engage in interest rate transactions. Interest rate transactions that TYG may use for hedging purposes may expose it to certain risks that differ from the risks associated with its portfolio holdings.

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Additional Information (unaudited) (continued)

Tortoise Midstream Energy Fund, Inc. (“NTG”)

NTG’s investment objective is to provide stockholders a high level of total return with an emphasis on current distributions paid to stockholders. NTG invests primarily in midstream energy entities 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 energy entities, including master limited partnerships (MLPs) benefiting from U.S. natural gas production and global consumption expansion with limited direct commodity exposure. Under normal circumstances, NTG invests at least 80% of its total investments in equity securities of midstream energy entities in the energy infrastructure sector, including MLPs, with at least 50% of its total investments in equity securities of natural gas infrastructure entities.

As a regulated investment company, NTG may invest up to 25% of its total assets in MLPs. NTG may also invest up to 50% of its total investments in restricted securities, primarily through direct investments. Restricted securities, whether issued by public companies or private companies, are generally considered illiquid. The aggregate of all NTG’s investments in private companies that do not have any publicly traded shares or units is limited to 5% of its total investments.

NTG may invest up to 20% of its total investments in debt securities of midstream energy companies, including securities rated below investment grade (commonly referred to as “junk bonds”). Below investment grade debt securities will be rated at least B3 by Moody’s Investors Service, Inc. (“Moody’s”) and at least B- by Standard & Poor’s Ratings Group (“S&P”) at the time of purchase, or comparably rated by another statistical rating organization or if unrated, determined to be of comparable quality by the Adviser. NTG currently has no specific maturity policy with respect to debt securities.

NTG will not invest more than 10% of its total investments in any single issuer.

NTG may write covered call options, up to 10% of its total investments.

NTG may change its investment objective and other non-fundamental investment policies without stockholder approval and will provide written notice to stockholders of material changes (including notice through stockholder reports), although a change in the policy of investing at least 80% of NTG’s total investments in equity securities of midstream energy entities in the energy infrastructure sector, including MLPs, requires at least 60 days’ prior written notice to stockholders. Unless otherwise stated, these investment restrictions apply at the time of purchase. Furthermore, NTG is not required to reduce a position due solely to market value fluctuations.

Although inconsistent with NTG’s investment objective, under (i) adverse market or economic conditions which results in NTG taking a temporary defensive position or (ii) pending investment of offering or leverage proceeds, NTG may invest 100% of its total investments in mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. Government or its instrumentalities or agencies, high quality, short-term money market instruments, short-term debt securities, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper or other liquid fixed income securities. The yield on these securities may be lower than the returns on the securities in which NTG will otherwise invest or yields on lower-rated, fixed income securities. NTG currently does not have a specific maturity policy. To the extent NTG invests in these securities on a temporary basis or for defensive purposes, NTG may not achieve its investment objectives.

Leverage. NTG’s policy is to utilize leverage in an amount that on average represents approximately 25% of its total assets. NTG considers market conditions at the time leverage is incurred and monitors for asset coverage ratios relative to 1940 Act requirements and financial covenants on an ongoing basis. Leverage as a percent of total assets will vary depending on market conditions, but will normally range between 20% - 30%.

NTG may use interest rate transactions for economic hedging purposes only, in an attempt to reduce the interest rate risk arising from its leveraged capital structure. NTG does not intend to hedge the interest rate risk of its portfolio holdings. Interest rate transactions that NTG may use for hedging purposes may expose it to certain risks that differ from the risks associated with its portfolio holdings.

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

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

TPZ’s investment approach emphasizes current income, low volatility and minimization of downside risk. Under normal circumstances, the fund invests at least 80% of its total assets (including assets obtained through leverage) in securities of power and energy infrastructure companies. Power infrastructure companies use asset systems to provide electric power generation (including renewable energy), transmission and distribution. Energy infrastructure companies use a network of pipeline assets to transport, store, gather and/or process crude oil, refined petroleum products (including biodiesel and ethanol), natural gas or natural gas liquids.

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Additional Information (unaudited) (continued)

Under normal circumstances, the fund will invest a minimum of 51% of its total assets in fixed income securities.

The fund will not invest more than 25% of its total assets in non-investment grade rated fixed income securities or more than 15% of its total assets in restricted securities that are ineligible for resale under Rule 144A, all of which may be illiquid securities. The fund may invest up to 10% of its total assets in securities issued by non-U.S. issuers (including Canadian issuers). The fund will not engage in short sales. These investment restrictions described above apply at the time of purchase, and the fund will not be required to reduce a position due solely to market value fluctuations.

As used for the purpose of each non-fundamental investment policy above, the term “total assets” includes any assets obtained through leverage. TPZ’s Board of Directors may change its non-fundamental investment policies without stockholder approval and will provide notice to stockholders of material changes in such policies (including notice through stockholder reports). Any change in the policy of investing under normal circumstances at least 80% of TPZ’s total assets (including assets obtained through leverage) in the securities of companies that derive more than 50% of their revenue from power or energy infrastructure operations requires at least 60 days’ prior written notice to stockholders. Unless otherwise stated, the investment restrictions described above apply at the time of purchase, and TPZ will not be required to reduce a position due solely to market value fluctuations.

In addition, to comply with federal tax requirements for qualification as a RIC, TPZ’s investments will be limited so that at the close of each quarter of each taxable year (i) at least 50% of the value of its total assets is represented by cash and cash items, U.S. Government securities, the securities of other RICs and other securities, with such other securities limited for purposes of such calculation, in respect of any one issuer, to an amount not greater than 5% of the value of its total assets and not more than 10% outstanding voting securities of such issuer, and (ii) not more than 25% of the value of TPZ’s total assets is invested in the securities of any one issuer (other than U.S. Government securities or the securities of other RICs), the securities (other than the securities of other RICs) of any two or more issuers that TPZ controls and that are determined to be engaged in the same business or similar or related trades or businesses, or the securities of one or more qualified publicly traded partnerships (which includes MLPs). These tax-related limitations may be changed by the Board of Directors to the extent appropriate in light of changes to applicable tax requirements.

Although inconsistent with its investment objectives, under adverse market or economic conditions or pending investment of offering or leverage proceeds, TPZ may invest 100% of its total assets in cash, cash equivalents, securities issued or guaranteed by the U.S. government or its instrumentalities or agencies, short-term money market instruments, short-term fixed income securities, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper or other liquid fixed income securities. The yield on these securities may be lower than the returns on the securities in which TPZ will otherwise invest or yields on lower-rated, fixed income securities. To the extent TPZ invests in these securities on a temporary basis or for defensive purposes, it may not achieve its investment objectives.

Leverage. TPZ’s policy is to utilize leverage in an amount that on average represents approximately 20% of its total assets. TPZ considers market conditions at the time leverage is incurred and monitors for asset coverage ratios relative to 1940 Act requirements and financial covenants on an ongoing basis. Leverage as a percent of total assets will vary depending on market conditions, but will normally range between 15% - 25%.

TPZ may use interest rate transactions, for hedging purposes only, in an attempt to reduce the interest rate risk arising from its leveraged capital structure. Interest rate transactions that TPZ may use for hedging purposes may expose it to certain risks that differ from the risks associated with its portfolio holdings.

Tortoise Pipeline & Energy Fund, Inc. (“TTP”)

TTP has an investment objective of providing stockholders a high level of total return with an emphasis on current distributions. TTP invests primarily in equity securities of 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.

TTP’s investment approach emphasizes total return potential through current income and growth, low volatility and downside risk minimization. Under normal circumstances, TTP invests at least 80% of its total assets (including assets obtained through leverage) in equity securities of pipeline and other energy infrastructure companies. More than 75% of these companies will generally be structured as corporations or limited liability companies domiciled in the U.S. or Canada.

As a regulated investment company, TTP may invest up to 25% of its total assets in MLPs. TTP may invest up to 30% of its total assets in unregistered or otherwise restricted securities, primarily through direct investments, and will not invest in private companies. TTP may invest up to 30% of its total assets in non-U.S. issuers (including Canadian issuers). TTP may invest up to 20% of its total assets in debt securities, including those rated below investment grade. TTP will not invest more than 10% of its total assets in any single issuer and will not engage in short sales. These investment restrictions described above apply at the time of purchase, and TTP will not be required to reduce a position due solely to market value fluctuations.

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Additional Information (unaudited) (continued)

TTP may also write (sell) covered call options to seek to enhance long-term return potential across economic environments, increase current income and mitigate portfolio risk through option income. TTP’s covered call strategy focuses on other energy companies that the Adviser believes are integral links in the value chain for pipeline companies. The fund typically aims to write call options that are approximately 5% - 15% out-of-the-money on approximately 20% of the portfolio, although it may adjust these targets depending on market volatility and other market conditions.

Leverage. TTP’s policy is to utilize leverage in an amount that on average represents approximately 25% of its total assets. TTP considers market conditions at the time leverage is incurred and monitors for asset coverage ratios relative to 1940 Act requirements and financial covenants on an ongoing basis. Leverage as a percent of total assets will vary depending on market conditions, but will normally range between 20% - 30%.

Tortoise Energy Independence Fund, Inc. (“NDP”)

NDP has an investment objective of providing stockholders a high level of total return with an emphasis on current distributions. 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.

Under normal circumstances, NDP will invest at least 80% of its total assets in equity securities of North American energy companies, including at least 50% of its total assets in equity securities of upstream energy companies. “Total assets” are defined as the value of securities, cash or other assets held, including securities or assets obtained through leverage, and interest accrued but not yet received. NDP will invest in equity securities that are publicly traded on an exchange or in the over-the-counter (“OTC”) market, primarily consisting of common stock, but also including, among others, master limited partnerships (“MLPs”) and limited liability company (“LLC”) common units

NDP may invest up to 35% of its total assets in securities of non-U.S. issuers (including Canadian issuers). An issuer of a security will generally be considered to be a non-U.S. issuer if it is organized under the laws of, or maintains its principal place of business in, a country other than the United States.

NDP may invest up to 30% of its total assets in restricted securities that are ineligible for resale under Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “1933 Act”), all of which may be illiquid securities, primarily through direct investments in securities of listed companies, but will not invest in private companies. NDP will not invest more than 10% of its total assets in a single issuer or engage in short sales. As a registered investment company (“RIC”), NDP may invest up to 25% of its total assets in securities of MLPs.

NDP may also seek to provide current income from gains earned through an option strategy. NDP may also write (sell) call options on selected equity securities in its portfolio (“covered calls”). As a writer of such call options, in effect, during the term of the option, in exchange for the premium NDP receives, it sells the potential appreciation above the exercise price in the value of the security or securities covered by the options. Therefore, NDP may forego part of the potential appreciation for part of its equity portfolio in exchange for the call premium received.

Leverage. NDP’s policy is to utilize leverage in an amount that on average represents approximately 15% of its total assets. NDP considers market conditions at the time leverage is incurred and monitors for asset coverage ratios relative to 1940 Act requirements and financial covenants on an ongoing basis. Leverage as a percent of total assets will vary depending on market conditions, but will normally range between 10% - 20%.

Ecofin Sustainable and Social Impact Term Fund (TEAF)

The Fund’s investment objective is to provide its common shareholders with a high level of total return with an emphasis on current distributions.

Under normal market conditions, the Fund will invest at least 80% of its total assets (including assets obtained through leverage) in issuers operating in essential asset sectors. The Fund considers essential assets to be assets and services that are indispensable to the economy and society. Essential asset sectors include the education, housing, healthcare, social and human services, power, water, energy, infrastructure, basic materials, industrial, transportation and telecommunications sectors. The Fund may invest across all levels of an issuer’s capital structure and emphasize income-generating investments, particularly in social infrastructure, sustainable infrastructure and energy infrastructure.

The Fund has adopted the following additional non-fundamental investment policies:

•

Under normal conditions, the Fund may invest up to 40% of its total assets in directly originated loans;

•

Under normal conditions, the Fund may invest up to 25% of its total assets in direct placements in restricted equity securities in listed companies;

•

Under normal conditions, the Fund may invest up to 25% of its total assets in direct equity investments in unlisted companies;

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Additional Information (unaudited) (continued)

•

Under normal conditions, the Fund may invest up to 30% of its total assets in securities of non-U.S. issuers, including Canadian issuers. An issuer of a security generally will be considered to be a non-U.S. issuer if it is organized under the laws of, or maintains its principal place of business in, a country other than the United States;

•

As a RIC, the Fund may invest up to 25% of its total assets in securities of entities treated as qualified publicly traded partnerships for federal income tax purposes, which generally includes MLPs;

•

the Fund will not engage in short sales of securities;

•

Under normal conditions, the Fund may invest up to 10% of its total assets in securities of emerging market issuers; and

•

Under normal conditions, the Fund may invest up to 10% of its total assets in non-directly originated corporate debt securities that are, at the time of purchase, rated CCC+ or lower by S&P and Fitch and Caa1 or lower by Moody’s.

•

Under adverse market or economic conditions, the Fund may invest up to 100% of its total assets in money market mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. government or its instrumentalities or agencies, high quality, short-term money market instruments, short-term debt securities, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper or other liquid debt securities.

Leverage. Leverage as a percent of total assets will vary depending on market conditions, but will normally range between 10% - 15%.

Principal Risk Factors

Each fund’s NAV, ability to make distributions, ability to service debt securities and preferred stock, and ability to meet asset coverage requirements depends on the performance of its investment portfolio. The performance of each fund’s investment portfolio is subject to a number of risks. For each of TYG, NTG, TPZ, TTP and NDP, there is a cybersecurity risk as follows:

Cybersecurity Risk. Investment advisers, including the Adviser, must rely in part on digital and network technologies (collectively “cyber networks”) to conduct their businesses. Such cyber networks might in some circumstances be at risk of cyberattacks that could potentially seek unauthorized access to digital systems for purposes such as misappropriating sensitive information, corrupting data, or causing operational disruption. Cyberattacks might potentially be carried out by persons using techniques that could range from efforts to electronically circumvent network security or overwhelm websites to intelligence gathering and social engineering functions aimed at obtaining information necessary to gain access. Nevertheless, cyber incidents could potentially occur, and might in some circumstances result in unauthorized access to sensitive information about the Adviser or its clients.

For each of the funds there is an epidemic risk as follows:

Epidemic Risk. Widespread disease, including pandemics and epidemics have been and can be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. These disruptions could prevent the Fund from executing advantageous investment decisions in a timely manner and negatively impact its ability to achieve its investment objectives. Any such event(s) could have a significant adverse impact on the value and risk profile of the Fund.

The remaining risks are set out separately for each fund below.

Tortoise Energy Infrastructure Corporation

Capital Markets Volatility Risk. Our capital structure and performance may be adversely impacted by weakness in the credit markets and stock market if such weakness results in declines in the value of energy infrastructure entities in which we invest. If the value of our investments decline or remain volatile, there is a risk that we may be required to reduce outstanding leverage, which could adversely affect our stock price and ability to pay distributions at historical levels. A sustained economic slowdown may adversely affect the ability of energy infrastructure entities to sustain their historical distribution levels, which in turn, may adversely affect our ability to sustain distributions at historical levels. Energy infrastructure entities that have historically relied heavily on outside capital to fund their growth may be impacted by a slowdown in the capital markets. The performance of the energy infrastructure sector is dependent on several factors including the condition of the financial sector, the general economy and the commodity markets.

Concentration Risk. Under normal circumstances, we concentrate our investments in the energy infrastructure sector. The primary risks inherent in investments in entities in the energy infrastructure sector include the following: (1) the performance and level of distributions of energy infrastructure entities can be affected by direct and indirect commodity price exposure, (2) a decrease in market demand for natural gas or other energy commodities could adversely affect energy infrastructure entities’ revenues or cash flows, (3) energy infrastructure assets deplete over time and must be replaced and (4) a rising interest rate environment could increase the cost of capital for energy infrastructure entities.

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Industry Specific Risk. Energy infrastructure companies also are subject to risks specific to the industry they serve.

MLP Risks. An investment in MLP securities involves some risks that differ from the risks involved in an investment in the common stock of a corporation, including governance risk, tax risk, and cash flow risk. Governance risk involves the risks associated with the ownership structure of MLPs. MLPs are also subject to tax risk, which is the risk that MLPs might lose their partnership status for tax purposes. Cash flow risk is the risk that MLPs will not make distributions to holders (including us) at anticipated levels or that such distributions will not have the expected tax character. As a result, there could be a material reduction in our cash flow and there could be a material decrease in the value of our common shares.

Equity Securities Risk. Equity securities, including MLP common units, can be affected by macro-economic and other factors affecting the stock market in general, expectations of interest rates, investor sentiment toward the energy infrastructure sector, changes in a particular issuer’s financial condition, or unfavorable or unanticipated poor performance of a particular issuer (in the case of MLPs, generally measured in terms of DCF). Prices of common units of individual MLPs and other equity securities also can be affected by fundamentals unique to the partnership or company, including size, earnings power, coverage ratios and characteristics and features of different classes of securities.

Smaller Company Securities Risk. Investing in securities of smaller companies may involve greater risk than is associated with investing in more established companies. Companies with smaller capitalization may have limited product lines, markets or financial resources; may lack management depth or experience; and may be more vulnerable to adverse general market or economic developments than larger more established companies.

Debt Securities Risk: Investments in debt securities are generally subject to credit risk, extension risk, interest rate risk, prepayment risk and spread risk.

Below Investment Grade Securities Risk. Investing in below investment grade debt instruments (commonly referred to as “junk bonds”) involves additional risks than investment grade securities. Adverse changes in economic conditions are more likely to lead to a weakened capacity of a below investment grade issuer to make principal payments and interest payments than an investment grade issuer. An economic downturn could adversely affect the ability of highly leveraged issuers to service their obligations or to repay their obligations upon maturity. Similarly, downturns in profitability in the energy infrastructure industry could adversely affect the ability of below investment grade issuers in that industry to meet their obligations. The market values of lower quality securities tend to reflect individual developments of the issuer to a greater extent than do higher quality securities, which react primarily to fluctuations in the general level of interest rates.

The secondary market for below investment grade securities may not be as liquid as the secondary market for more highly rated securities. There are fewer dealers in the market for below investment grade securities than investment grade obligations. The prices quoted by different dealers may vary significantly, and the spread between the bid and asked price is generally much larger than for higher quality instruments. Under adverse market or economic conditions, the secondary market for below investment grade securities could contract further, independent of any specific adverse change in the condition of a particular issuer, and these instruments may become illiquid. As a result, it may be more difficult to sell these securities or we may be able to sell the securities only at prices lower than if such securities were widely traded. This may affect adversely our ability to make required distribution or interest payments on our outstanding senior securities. Prices realized upon the sale of such lower-rated or unrated securities, under these circumstances, may be less than the prices used in calculating our NAV.

Capital Markets Risk. Global financial markets and economic conditions have been, and may continue to be, volatile due to a variety of factors, including significant write-offs in the financial services sector. Despite more stabilized economic activity, if the volatility continues, the cost of raising capital in the debt and equity capital markets, and the ability to raise capital, may be impacted. In particular, concerns about the general stability of financial markets and specifically the solvency of lending counterparties, may impact the cost of raising capital from the credit markets through increased interest rates, tighter lending standards, difficulties in refinancing debt on existing terms or at all and reduced, or in some cases ceasing to provide, funding to borrowers. In addition, lending counterparties under existing revolving credit facilities and other debt instruments may be unwilling or unable to meet their funding obligations. As a result of any of the foregoing, we or the companies in which we invest may be unable to obtain new debt or equity financing on acceptable terms. If funding is not available when needed, or is available only on unfavorable terms, we or the companies in which we invest may not be able to meet obligations as they come due. Moreover, without adequate funding, midstream energy entities may be unable to execute their growth strategies, complete future acquisitions, take advantage of other business opportunities or respond to competitive pressures, any of which could have a material adverse effect on their revenues and results of operations.

Restricted Security Risk. We may invest up to 30% of total assets in restricted securities, primarily through direct placements. Restricted securities are less liquid than securities traded in the open market because of statutory and contractual restrictions on resale. Such securities are, therefore, unlike securities that are traded in the open market, which can be expected to be sold immediately if the market is adequate. This lack of liquidity creates special risks for us.

Liquidity Risk. Certain energy infrastructure securities may trade less frequently than those of other companies due to their smaller capitalizations. Investments in securities that are less actively traded or over time experience decreased trading volume may be difficult to dispose of when we believe it is desirable to do so, may restrict our ability to take advantage of other opportunities, and may be more difficult to value.

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Tax Risk. We have elected to be treated, and intend to qualify each year, as a “regulated investment company” (“RIC”) under the Code. To maintain our qualification for federal income tax purposes as a RIC under the Code, we must meet certain source-of-income, asset diversification and annual distribution requirements, as discussed in detail below under “Certain U.S. Federal Income Tax Considerations.” If for any taxable year we fail to qualify for the special federal income tax treatment afforded to RICs, all of our taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to our stockholders) and our income available for distribution will be reduced.

Non-Diversification Risk. We are registered as a non-diversified, closed-end management investment company under the 1940 Act. Accordingly, there are no regulatory limits under the 1940 Act on the number or size of securities that we hold, and we may invest more assets in fewer issuers compared to a diversified fund. However, in order to qualify as a RIC for federal income tax purposes, we must meet certain requirements.

Covered Call Risk. We cannot guarantee that our covered call option strategy will be effective. There are several risks associated with transactions in options on securities. The significant differences between the securities and options markets could result in an imperfect correlation between these markets. The use of options may require us to sell portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation we can realize on an investment, or may cause us to hold a security we might otherwise sell. There can be no assurance that a liquid market will exist when we seek to close out an option position. Factors such as supply and demand, interest rates, the current market price of the underlying security in relation to the exercise price of the option, the dividend or distribution yield of the underlying security, the actual or perceived volatility of the underlying security and the time remaining until the expiration date, could impact or cause to vary over time the amount of income we are able to generate through our covered call option strategy. The number of covered call options we can write is limited by the number of shares of the corresponding common stock we hold. Furthermore, our covered call option transactions may be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which such options are traded. If we fail to maintain any required asset coverage ratios in connection with any use by us of leverage, we may be required to redeem or prepay some or all of our leverage instruments. Such redemption or prepayment would likely result in our seeking to terminate early all or a portion of any option transaction. Early termination of an option could result in a termination payment by or to us.

Hedging Strategy Risk. We may use interest rate transactions for hedging purposes only, in an attempt to reduce the interest rate risk arising from our leveraged capital structure. There is no assurance that the interest rate hedging transactions into which we enter will be effective in reducing our exposure to interest rate risk. Hedging transactions are subject to correlation risk, which is the risk that payment on our hedging transactions may not correlate exactly with our payment obligations on senior securities. Interest rate transactions that we may use for hedging purposes, such as swaps, caps and floors, will expose us to certain risks that differ from the risks associated with our portfolio holdings.

Delay in Use of Proceeds Risk. Although we expect to fully invest the net proceeds of any offering within three months after the closing of the offering, such investments may be delayed if suitable investments are unavailable at the time, if we are unable to secure firm commitments for direct investments, if market conditions and volumes of the securities of midstream energy entities are not favorable at the time or for other reasons.

Valuation Risk. We may invest up to 30% of total assets in restricted securities, which are subject to restrictions on resale. The value of such investments ordinarily will be based on fair valuations determined by the Adviser pursuant to procedures adopted by the Board of Directors. Restrictions on resale or the absence of a liquid secondary market may affect adversely our ability to determine NAV. The sale price of securities that are restricted or otherwise are not readily marketable may be higher or lower than our most recent valuations.

Competition Risk. At the time we completed our initial public offering in February 2004, we were the only publicly traded investment company offering access to a portfolio of energy infrastructure MLPs. Since that time, a number of alternative vehicles for investment in a portfolio of energy infrastructure MLPs, including other publicly traded investment companies and private funds, have emerged. These competitive conditions may adversely impact our ability to meet our investment objective, which in turn could adversely impact our ability to make interest or distribution payments.

Management Risk. The Adviser was formed in October 2002 to provide portfolio management services to institutional and high net worth investors seeking professional management of their MLP investments. The Adviser has been managing our portfolio since we began operations in February 2004. To the extent that the Adviser’s assets under management grow, the Adviser may have to hire additional personnel and, to the extent it is unable to hire qualified individuals, its operations may be adversely affected.

Subsidiary Risks. By investing in any Subsidiary, we will be indirectly exposed to the risks associated with such Subsidiary’s investments. The instruments that will be held by any Subsidiary will generally be similar to those that are permitted to be held by the Company and will be subject to the same risks that apply to similar investments if held directly by the Company. The Subsidiaries will not be registered under the 1940 Act, and, unless otherwise noted, will not be subject to all of the protections of the 1940 Act. However, we will wholly own and control any Subsidiary, and we and any Subsidiary will each be managed by our Adviser and will share the same portfolio management team. Our Board of Directors will have oversight responsibility for the investment activities of the Company, including its investment in the Subsidiaries, and our role as sole shareholder of any Subsidiary. Changes in the laws of the United States and/or any jurisdiction in which a Subsidiary if formed could result in our inability or the inability of the Subsidiaries to operate as expected and could adversely affect the Company.

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Additional Risks to Common Stockholders

Leverage Risk. We are currently leveraged and intend to continue to use leverage primarily for investment purposes. Leverage, which is a speculative technique, could cause us to lose money and can magnify the effect of any losses. Weakness in the credit markets may cause our leverage costs to increase and there is a risk that we may not be able to renew or replace existing leverage on favorable terms or at all. If the cost of leverage is no longer favorable, or if we are otherwise required to reduce our leverage, we may not be able to maintain common stock distributions at historical levels and common stockholders will bear any costs associated with selling portfolio securities. If our net asset value of our portfolio declines or remains subject to heightened market volatility, there is an increased risk that we will be unable to maintain coverage ratios for debt securities and preferred stock mandated by the 1940 Act, rating agency guidelines or contractual terms of bank lending facilities or privately placed notes. If we do not cure any deficiencies within specified cure periods, we will be required to redeem such senior securities in amounts that are sufficient to restore the required coverage ratios or, in some cases, offer to redeem all of such securities. As a result, we may be required to sell portfolio securities at inopportune times, and we may incur significant losses upon the sale of such securities. There is no assurance that a leveraging strategy will be successful.

Market Impact Risk. The sale of our common stock (or the perception that such sales may occur) may have an adverse effect on prices in the secondary market for our common stock. An increase in the number of common shares available may put downward pressure on the market price for our common stock.

If we are unable to invest the proceeds of such offering as intended, our per share distribution may decrease and we may not participate in market advances to the same extent as if such proceeds were fully invested as planned.

Additional Risks to Senior Security Holders

Additional risks of investing in senior securities, include the following:

Interest Rate Risk. Distributions and interest payable on our senior securities are subject to interest rate risk. To the extent that distributions or interest on such securities are based on short-term rates, our leverage costs may rise so that the amount of distributions or interest due to holders of senior securities would exceed the cash flow generated by our portfolio securities. To the extent that our leverage costs are fixed, our leverage costs may increase when our senior securities mature. This might require that we sell portfolio securities at a time when we would otherwise not do so, which may adversely affect our future ability to generate cash flow. In addition, rising market interest rates could negatively impact the value of our investment portfolio, reducing the amount of assets serving as asset coverage for senior securities.

Senior Leverage Risk. Our preferred stock will be junior in liquidation and with respect to distribution rights to our debt securities and any other borrowings. Senior securities representing indebtedness may constitute a substantial lien and burden on preferred stock by reason of their prior claim against our income and against our net assets in liquidation. We may not be permitted to declare distributions with respect to any series of our preferred stock unless at such time we meet applicable asset coverage requirements and the payment of principal or interest is not in default with respect to debt securities or any other borrowings.

Our debt securities, upon issuance, are expected to be unsecured obligations and, upon our liquidation, dissolution or winding up, will rank: (1) senior to all of our outstanding common stock and any outstanding preferred stock; (2) on a parity with any of our unsecured creditors and any unsecured senior securities representing our indebtedness; and (3) junior to any of our secured creditors. Secured creditors of ours may include, without limitation, parties entering into interest rate swap, floor or cap transactions, or other similar transactions with us that create liens, pledges, charges, security interests, security agreements or other encumbrances on our assets.

Ratings and Asset Coverage Risk. To the extent that senior securities are rated, a rating does not eliminate or necessarily mitigate the risks of investing in our senior securities, and a rating may not fully or accurately reflect all of the credit and market risks associated with that senior security. A rating agency could downgrade the rating of our shares of preferred stock or debt securities, which may make such securities less liquid in the secondary market, though probably with higher resulting interest rates. If a rating agency downgrades, or indicates a potential downgrade to, the rating assigned to a senior security, we may alter our portfolio or redeem a portion of our senior securities. We may voluntarily redeem a senior security under certain circumstances to the extent permitted by its governing documents.

Inflation Risk. Inflation is the reduction in the purchasing power of money resulting from an increase in the price of goods and services. Inflation risk is the risk that the inflation adjusted or “real” value of an investment in preferred stock or debt securities or the income from that investment will be worth less in the future. As inflation occurs, the real value of the preferred stock or debt securities and the distributions or interest payable to holders of preferred stock or debt securities declines.

Decline in Net Asset Value Risk. A material decline in our NAV may impair our ability to maintain required levels of asset coverage for our preferred stock or debt securities.

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Tortoise Midstream Energy Fund, Inc.

We are designed primarily as a long-term investment vehicle, and our securities are not an appropriate investment for a short-term trading strategy. An investment in our securities should not constitute a complete investment program for any investor. Due to the uncertainty in all investments, there can be no assurance that we will achieve our investment objective. Investing in our securities involves risk, including the risk that you may receive little or no return on your investment. Before investing in our securities, you should consider carefully the summary risks set forth below.

Capital Markets Volatility Risk. Our capital structure and performance may be adversely impacted by weakness in the credit markets and stock market if such weakness results in declines in the value of midstream energy entities in which we invest. If the value of our investments decline or remain volatile, there is a risk that we may be required to reduce outstanding leverage, which could adversely affect our stock price and ability to pay distributions at historical levels. A sustained economic slowdown may adversely affect the ability of midstream energy entities to sustain their historical distribution levels, which in turn, may adversely affect our ability to sustain distributions at historical levels. Midstream energy entities that have historically relied heavily on outside capital to fund their growth may be impacted by a slowdown in the capital markets. The performance of the midstream energy sector is dependent on several factors including the condition of the financial sector, the general economy and the commodity markets.

Concentration Risk. Under normal circumstances, we will concentrate our investments in the energy infrastructure sector, and will invest in a portfolio consisting primarily of midstream energy entities in the energy infrastructure sector, with an emphasis on natural gas infrastructure entities. Risks inherent in the business of these types of entities include (1) the volume of natural gas or other energy commodities available for transporting, processing, storing or distributing, (2) energy commodity prices, (3) demand for natural gas, crude oil, and refined petroleum products, (4) climate change regulation, (5) depletion of natural gas reserves and other commodities, (6) changes in the regulatory environment, (7) extreme weather patterns, (8) a rising interest rate environment, (9) the threat of terrorism and related military activity and (10) face operating risks, including the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental hazards.

Industry Specific Risk. Energy infrastructure companies also are subject to risks specific to the industry they serve.

Equity Securities Risk. Equity securities, including MLP common units, can be affected by macro-economic and other factors affecting the stock market in general, expectations of interest rates, investor sentiment towards the midstream energy sector, changes in a particular issuer’s financial condition, or unfavorable or unanticipated poor performance of a particular issuer (in the case of MLPs, generally measured in terms of distributable cash flow). Prices of equity securities also can be affected by fundamentals unique to the entity, including size, earnings power, coverage ratio and characteristics and features of different classes of securities.

Debt Securities Risk: Investments in debt securities are generally subject to credit risk, extension risk, interest rate risk, prepayment risk and spread risk.

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of any specific adverse change in the condition of a particular issuer, and these instruments may become illiquid. As a result, it may be more difficult to sell these securities or we may be able to sell the securities only at prices lower than if such securities were widely traded. This may affect adversely our ability to make required distribution or interest payments on our outstanding senior securities. Prices realized upon the sale of such lower-rated or unrated securities, under these circumstances, may be less than the prices used in calculating our NAV.

Restricted Securities Risk. We may invest up to 50% of Total Assets in restricted securities, primarily through direct placements. Restricted securities are less liquid than securities traded in the open market because of statutory and contractual restrictions on resale. Such securities are, therefore, unlike securities that are traded in the open market, which can be expected to be sold immediately if the market is adequate.

Liquidity Risk. Although equity securities of midstream energy entities trade on the NYSE, NYSE MKT LLC (formerly known as AMEX), and the NASDAQ National Market, certain midstream energy securities may trade less frequently than those of larger companies due to their smaller capitalizations. In the event certain midstream energy securities experience limited trading volumes, the prices of such securities may display abrupt or erratic movements at times. In addition, it may be more difficult for us to buy and sell significant amounts of such securities without an unfavorable impact on prevailing market prices.

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Valuation Risk. We may invest up to 50% of total assets in restricted securities, which are subject to restrictions on resale. The value of such investments ordinarily will be based on fair valuations determined by the Adviser pursuant to procedures adopted by the Board of Directors. Restrictions on resale or the absence of a liquid secondary market may affect adversely our ability to determine NAV. The sale price of securities that are restricted or otherwise are not readily marketable may be higher or lower than our most recent valuations.

Competition Risk. A number of alternatives exist for investing in a portfolio of energy infrastructure entities, including other publicly traded investment companies, structured notes, private funds, open-end funds and indexed products. These competitive conditions may adversely impact our ability to meet our investment objective, which in turn could adversely impact our ability to make distributions or interest or distribution payments.

Management Risk. The Adviser was formed in October 2002 to provide portfolio management services to institutional and high net worth investors seeking professional management of their MLP investments. The Adviser has been managing our portfolio since we began operations in July 2010. To the extent that the Adviser’s assets under management grow, the Adviser may have to hire additional personnel and, to the extent it is unable to hire qualified individuals, its operations may be adversely affected.

Leverage Risk. Our use of leverage through the issuance of preferred stock or debt securities, and any borrowings (other than for temporary or emergency purposes) would be considered “senior securities” for purposes of the 1940 Act and create risks. Leverage is a speculative technique that may adversely affect common stockholders. If the return on securities acquired with borrowed funds or other leverage proceeds does not exceed the cost of the leverage, the use of leverage could cause us to lose money. Successful use of leverage depends on our Adviser’s ability to predict or hedge correctly interest rates and market movements, and there is no assurance that the use of a leveraging strategy will be successful during any period in which it is used. Because the fee paid to our Adviser will be calculated on the basis of Managed Assets, the fees will increase when leverage is utilized, giving our Adviser an incentive to utilize leverage.

Additional Risks to Senior Securities Holders

Senior Leverage Risk. Preferred stock would be junior in liquidation and with respect to distribution rights to debt securities and any other borrowings. Senior securities representing indebtedness may constitute a substantial lien and burden on any preferred stock by reason of their prior claim against our income and against our net assets in liquidation. We may not be permitted to declare distributions with respect to any series of preferred stock unless at such time we meet applicable asset coverage requirements and the payment of principal or interest is not in default with respect to the Notes or any other borrowings.

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Ratings and Asset Coverage Risk. To the extent that senior securities are rated, a rating does not eliminate or necessarily mitigate the risks of investing in our senior securities, and a rating may not fully or accurately reflect all of the credit and market risks associated with a security. A rating agency could downgrade the rating of our shares of preferred stock or debt securities, which may make such securities less liquid in the secondary market, though probably with higher resulting interest rates. If a rating agency downgrades, or indicates a potential downgrade to, the rating assigned to a senior security, we may alter our portfolio or redeem some senior securities. We may voluntarily redeem a senior security under certain circumstances to the extent permitted by its governing documents.

Inflation Risk. Inflation is the reduction in the purchasing power of money resulting from an increase in the price of goods and services. Inflation risk is the risk that the inflation adjusted or “real” value of an investment in preferred stock or debt securities or the income from that investment will be worth less in the future. As inflation occurs, the real value of the preferred stock or debt securities and the distributions payable to holders of preferred stock or interest payable to holders of debt securities declines.

Decline in Net Asset Value Risk. A material decline in our NAV may impair our ability to maintain required levels of asset coverage for our preferred stock or debt securities.

Tortoise Power and Energy Infrastructure Fund, Inc.

General Business Risk. We are a Maryland corporation registered as a non-diversified, closed-end management investment company under the 1940 Act. We are subject to all of the business risks and uncertainties associated with any business, including the risk that we will not achieve our investment objectives and that the value of an investment in our securities could decline substantially and cause you to lose some or all of your investment.

General Securities Risk. We invest in securities that may be subject to certain risks, including: (1) issuer risk, (2) credit risk, (3) interest rate risk, (4) reinvestment risk, (5) call or prepayment risk, (6) valuation risk, and (7) duration and maturity risk.

Capital Markets Risk. Global financial markets and economic conditions have been, and continue to be, volatile due to a variety of factors, including significant write-offs in the financial services sector. The third and fourth quarters of 2009 and the first and second quarters of 2010 witnessed more stabilized economic activity as expectations for an economic recovery increased. However, if the volatility continues, the cost of raising capital in the fixed income and equity capital markets and the ability to raise capital may be impacted. In particular, concerns about the general stability of financial markets and specifically the solvency of lending counterparties, may impact the cost of raising capital from the credit markets through increased interest rates, tighter lending standards, difficulties in refinancing debt on existing terms or at all and reduced, or in some cases ceasing to provide, funding to borrowers. In addition, lending counterparties under existing revolving credit facilities and other fixed income instruments may be unwilling or unable to meet their funding obligations. In addition, measures taken by the U.S. Government to stimulate the U.S. economy may not be successful or may not have the intended effect. As a result of any of the foregoing, companies may be unable to obtain new fixed income or equity financing on acceptable terms. If funding is not available when needed, or is available only on unfavorable terms, companies may not be able to meet their obligations as they come due. Moreover, without adequate funding, companies may be unable to execute their maintenance and growth strategies, complete future acquisitions, take advantage of other business opportunities or respond to competitive pressures, any of which could have a material adverse effect on their revenues and results of operations.

Investment Grade Fixed Income Securities Risk. We may invest a portion of our assets in fixed income securities rated “investment grade” by nationally recognized statistical rating organizations (“NRSROs”) or judged by our Adviser to be of comparable credit quality. Although we do not intend to do so, we may invest up to 100% in such securities. Investment grade fixed income securities are rated Baa3 or higher by Moody’s Investors Service (“Moody’s”), BBB- or higher by Standard & Poor’s Ratings Services (“S&P”), or BBB- or higher by Fitch, Inc. (“Fitch”). Investment grade fixed income securities generally pay yields above those of otherwise-comparable U.S. government securities because they are subject to greater risks than U.S. government securities, and yields that are below those of non-investment grade fixed income securities, commonly referred to as “junk bonds,” because they are considered to be subject to fewer risks than non-investment grade fixed income securities. Despite being considered to be subject to fewer risks than junk bonds, investment grade fixed income securities are, in fact, subject to risks, including volatility, credit risk and risk of default, sensitivity to general economic or industry conditions, potential lack of resale opportunities (illiquidity), and additional expenses to seek recovery from issuers who default.

Restricted Securities Risk. We will not invest more than 15% of our total assets in restricted securities that are ineligible for resale under Rule 144A, all of which may be illiquid securities. Restricted securities (including Rule 144A securities) are less liquid than freely tradable securities because of statutory and contractual restrictions on resale. Such securities are, therefore, unlike freely tradable securities, which can be expected to be sold immediately if the market is adequate. This lack of liquidity creates special risks for us.

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Rule 144A Securities Risk. The Fund may purchase Rule 144A securities. Rule 144A provides an exemption from the registration requirements of the 1933 Act for the resale of certain restricted securities to qualified institutional buyers, such as the Fund. Securities saleable among qualified institutional buyers pursuant to Rule 144A will not be counted towards the 15% limitation on restricted securities.

An insufficient number of qualified institutional buyers interested in purchasing Rule 144A-eligible securities held by us, however, could affect adversely the marketability of certain Rule 144A securities, and we might be unable to dispose of such securities promptly or at reasonable prices. To the extent that liquid Rule 144A securities that the Fund holds become illiquid, due to the lack of sufficient qualified institutional buyers or market or other conditions, the percentage of the Fund’s assets invested in illiquid assets would increase and the fair value of such investments may become not readily determinable. In addition, if for any reason we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the fair value at which we previously recorded these investments.

Equity Securities Risk. Equity securities of entities that operate in the power and energy infrastructure sectors can be affected by macroeconomic and other factors affecting the stock market in general, expectations about changes in interest rates, investor sentiment towards such entities, changes in a particular issuer’s financial condition, or unfavorable or unanticipated poor performance of a particular issuer (in the case of MLPs, generally measured in terms of distributions). Prices of equity securities of individual entities also can be affected by fundamentals unique to the company or partnership, including earnings power and coverage ratios.

Non-investment Grade Fixed Income Securities Risk. We will not invest more than 25% of our total assets in fixed income securities rated non-investment grade by NRSROs or unrated securities of comparable quality. Non-investment grade securities are rated Ba1 or lower by Moody’s, BB+ or lower by S&P or BB or lower by Fitch or, if unrated are determined by our Adviser to be of comparable credit quality. Non-investment grade securities, also sometimes referred to as “junk bonds,” generally pay a premium above the yields of U.S. government securities or fixed income securities of investment grade issuers because they are subject to greater risks than these securities. These risks, which reflect their speculative character, include the following: greater volatility; greater credit risk and risk of default; potentially greater sensitivity to general economic or industry conditions; potential lack of attractive resale opportunities (illiquidity); and additional expenses to seek recovery from issuers who default.

Non-U.S. Securities Risk. We may invest up to 10% of our total assets in securities issued by non-U.S. issuers (including Canadian issuers) and that otherwise meet our investment objectives. This may include investments in the securities of non-U.S. issuers that involve risks not ordinarily associated with investments in securities and instruments of U.S. issuers, including different accounting, auditing and financial standards, less government supervision and regulation, additional tax withholding and taxes, difficulty enforcing rights in foreign countries, less publicly available information, difficulty effecting transactions, higher expenses, and exchange rate risk.

Valuation Risk. The fair value of certain of our investments may not be readily determinable. The fair value of these securities will be determined pursuant to methodologies established by our Board of Directors. While the fair value of securities we acquire through direct placements generally will be based on a discount from quoted market prices, other factors may adversely affect our ability to determine the fair value of such a security. Our determination of fair value may differ materially from the values that would have been used if a ready market for these securities had existed.

Leverage Risk. Our use of leverage through borrowings or the issuance of preferred stock or fixed income securities, and any other transactions involving indebtedness (other than for temporary or emergency purposes) would be considered “senior securities” for purposes of the 1940 Act. Under normal circumstances, we will not employ leverage above 20% of our total assets at time of incurrence. Leverage is a speculative technique that may adversely affect common stockholders. If the return on securities acquired with borrowed funds or other leverage proceeds does not exceed the cost of the leverage, the use of leverage could cause us to lose money. There is no assurance that a leveraging strategy will be successful.

Hedging Strategy Risk. We may use interest rate swap transactions, for hedging purposes only, in an attempt to reduce the interest rate risk arising from our leveraged capital structure. Interest rate swap transactions that we may use for hedging purposes will expose us to certain risks that differ from the risks associated with our portfolio holdings. The use of hedging transactions might result in reduced overall performance, whether or not adjusted for risk, than if we had not engaged in such transactions.

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Liquidity Risk. Certain securities may trade less frequently than those of larger companies that have larger market capitalizations. Investments in securities that are less actively traded or over time experience decreased trading volume may be difficult to dispose of when we believe it is desirable to do so, may restrict our ability to take advantage of other opportunities, and may be more difficult to value.

Competition Risk. There are a number of alternatives to us as vehicles for investment in a portfolio of companies operating primarily in the power and energy infrastructure sectors, including publicly traded investment companies, structured notes, private funds, open-end funds and indexed products. In addition, recent tax law changes have increased the ability of RICs or other institutions to invest in MLPs. These competitive conditions may adversely impact our ability to meet our investment objectives, which in turn could adversely impact our ability to make interest or distribution payments on any securities we may issue.

Performance Risk. We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, the 1940 Act and restrictions and provisions in credit facilities and fixed income securities may limit our ability to make distributions. For federal income tax purposes, we are required to distribute substantially all of our net investment income each year both to reduce our federal income tax liability and to avoid a potential excise tax. If our ability to make distributions on our common shares is limited, such limitations could, under certain circumstances, impair our ability to maintain our qualification for taxation as a RIC, which would have adverse consequences for our stockholders.

Legal and Regulatory Change Risks. The regulatory environment for closed-end companies is evolving, and changes in the regulation of closed-end companies may adversely affect the value of our investments, our ability to obtain the leverage that we might otherwise obtain, or to pursue our trading strategy. In addition, the securities markets are subject to comprehensive statutes and regulations. The Securities and Exchange Commission (“SEC”), other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The effect of any future regulatory change on us could be substantial and adverse.

Management Risk. Our Adviser was formed in October 2002 to provide portfolio management services to institutional and high-net worth investors seeking professional management of their MLP investments. Our Adviser has been managing our portfolio since we began operations in July 2009. To the extent that the Adviser’s assets under management grow, the Adviser may have to hire additional personnel and, to the extent it is unable to hire qualified individuals, its operations may be adversely affected.

Concentration Risk. The Fund’s strategy of concentrating in power and energy infrastructure investments means that the performance of the Fund will be closely tied to the performance of these particular market sectors. The Fund’s concentrations in these investments may present more risk than if it were broadly diversified over numerous industries and sectors of the economy. A downturn in these investments would have a greater impact on the Fund than on a fund that does not concentrate in such investments. At times, the performance of these investments may lag the performance of other industries or the market as a whole.

Risks Related to Investing in the Power and Energy Infrastructure Sectors

Under normal circumstances, we plan to invest at least 80% of our total assets (including assets we obtain through leverage) in the securities of companies that derive more than 50% of their revenue from power or energy infrastructure operations. Our focus on the power and energy infrastructure sectors may present more risks than if it were broadly diversified over numerous sectors of the economy. Therefore, a downturn in the power and energy infrastructure sectors would have a larger impact on us than on an investment company that does not concentrate in these sectors. Specific risks of investing in the power and energy infrastructure sectors include the following: (1) interest rate risk, (2) credit rating downgrade risk, (3) terrorism and natural disasters risk, (4) climate change regulation risk, (5) operating risk (6) power infrastructure company risk, and (7) energy infrastructure company risk.

Power Infrastructure Company Risk. Companies operating in the power infrastructure sector also are subject to additional risks, including: (1) regulatory risk, (2) Federal Energy Regulatory Commission risk, (3) environmental risk and (4) competition risk. To the extent that any of these risks materialize for a company whose securities are in our portfolio, the value of these securities could decline and our net asset value and share price could be adversely affected.

Energy Infrastructure Company Risk. Companies operating in the energy infrastructure sector also are subject to additional risks, including: (1) pipeline company risk, (2) gathering and processing company risk, (3) propane company risk, (4) supply and demand risk, (5) price volatility risk, (6) competition risk, and (7) regulatory risk. To the extent that any of these risks materialize for a company whose securities are in our portfolio, the value of these securities could decline and our net asset value and share price would be adversely affected.

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Additional Risks to Common Stockholders

Market Impact Risk. The sale of our common stock (or the perception that such sales may occur) may have an adverse effect on prices in the secondary market for our common stock by increasing the number of shares available, which may put downward pressure on the market price for our common stock. Our ability to sell shares of common stock below NAV may increase this pressure. These sales also might make it more difficult for us to sell additional equity securities in the future at a time and price we deem appropriate.

Dilution Risk. The voting power of current stockholders will be diluted to the extent that such stockholders do not purchase shares in any future common stock offerings or do not purchase sufficient shares to maintain their percentage interest. In addition, if we sell shares of common stock below NAV, our NAV will fall immediately after such issuance.

If we are unable to invest the proceeds of such offering as intended, our per share distribution may decrease and we may not participate in market advances to the same extent as if such proceeds were fully invested as planned.

Additional Risks to Senior Security Holders

Additional risks of investing in preferred stock or debt securities issued by us include the following:

Interest Rate Risk. Distributions and interest payable on our senior securities are subject to interest rate risk. To the extent that distributions on such securities are based on short-term rates, our leverage costs may rise so that the amount of distributions or interest due to holders of senior securities would exceed the cash flow generated by our portfolio securities. To the extent that our leverage costs are fixed, our leverage costs may increase when our senior securities mature. This might require that we sell portfolio securities at a time when we would otherwise not do so, which may adversely affect our future ability to generate cash flow. In addition, rising market interest rates could negatively impact the value of our investment portfolio, reducing the amount of assets serving as asset coverage for senior securities.

Decline in Net Asset Value Risk. A material decline in our NAV may impair our ability to maintain required levels of asset coverage for our preferred stock or debt securities.

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Tortoise Pipeline & Energy Fund, Inc.

The following are the general risks of investing in our securities that affect our ability to achieve our investment objective. The risks below could lower the returns and distributions on common stock and reduce the amount of cash and net assets available to make distribution payments on preferred stock and interest payments on debt securities.

Capital Markets Volatility Risk. Our capital structure and performance may be adversely impacted by weakness in the credit markets and stock market if such weakness results in declines in the value of companies in which we invest. If the value of our investments decline or remain volatile, there is a risk that we may be required to reduce outstanding leverage, which could adversely affect our stock price and ability to pay distributions at historical levels. A sustained economic slowdown may adversely affect the ability of the companies in which we invest to obtain new debt or equity financing on acceptable terms. If funding is not available when needed, or is available only on unfavorable terms, we or the companies in which we invest may not be able to meet obligations as they come due. Moreover, without adequate funding, energy infrastructure companies may be unable to execute their growth strategies, complete future acquisitions, take advantage of other business opportunities or respond to competitive pressures, any of which could have a material adverse effect on their revenues and results of operations.

Rising interest rates could limit the capital appreciation of equity units of energy infrastructure companies as a result of the increased availability of alternative investments at competitive yields. Rising interest rates may increase the cost of capital for companies operating in this sector. A higher cost of capital or an inflationary period may lead to inadequate funding, which could limit growth from acquisition or expansion projects, the ability of such entities to make or grow dividends or distributions or meet debt obligations, the ability to respond to competitive pressures, all of which could adversely affect the prices of their securities.

Concentration Risk. Our strategy of concentrating in energy infrastructure investments means that our performance will be closely tied to the performance of the energy infrastructure sector, which includes midstream, upstream and downstream energy industries. Our concentration in these investments may present more risk than if we were broadly diversified over numerous industries and sectors of the economy. A downturn in these investments would have a greater impact on us than on a fund that does not concentrate in such investments. At times, the performance of these investments may lag the performance of other industries or the market as a whole. Risks inherent in the business of energy infrastructure companies include:

•

Supply and Demand Risk. A decrease in the production of natural gas, NGLs, crude oil, coal, refined petroleum products or other energy commodities, or a decrease in the volume of such commodities available for transporting, storing, gathering, processing, distributing, exploring, developing, managing or producing may adversely impact the financial performance and profitability of energy infrastructure companies. Production declines and volume decreases could be caused by various factors, including depletion of resources, declines in estimates of proved reserves, labor difficulties, political events, OPEC actions, changes in commodity prices, declines in production from existing facilities, environmental proceedings, increased regulations, equipment failures and unexpected maintenance problems, failure to obtain necessary permits, unscheduled outages, unanticipated expenses, inability to successfully carry out new construction or acquisitions, import supply disruption, increased competition from alternative energy sources or related commodity prices and other events. Alternatively, a sustained decline in or varying demand for such commodities could also adversely affect the financial performance of energy infrastructure companies. Factors that could lead to a decline in demand include economic recession or other adverse economic conditions, higher fuel taxes or governmental regulations, increases in fuel economy, consumer shifts to the use of alternative fuel sources, changes in commodity prices or weather.

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Operating Risk. energy infrastructure companies are subject to many operating risks, including: equipment failure causing outages; structural, maintenance, impairment and safety problems; transmission or transportation constraints, inoperability or inefficiencies; dependence on a specified fuel source, including the transportation of fuel; changes in electricity and fuel usage; availability of competitively priced alternative energy sources; changes in generation efficiency and market heat rates; lack of sufficient capital to maintain facilities; significant capital expenditures to keep older assets operating efficiently; seasonality; changes in supply and demand for energy commodities; catastrophic and/or weather- related events such as fires, explosions, floods, earthquakes, hurricanes and similar occurrences; storage, handling, disposal and decommissioning costs; and environmental compliance. Breakdown or failure of a pipeline or other energy infrastructure company’s assets may prevent the company from performing under applicable sales agreements, which in certain situations, could result in termination of the agreement or incurring a liability for liquidated damages. A company’s ability to successfully and timely complete capital improvements to existing or other capital projects is contingent upon many variables. Should any such efforts be unsuccessful, a pipeline or other energy infrastructure company could be subject to additional costs and / or the write-off of its investment in the project or improvement. As a result of the above risks and other potential hazards associated with energy infrastructure companies, certain companies may become exposed to significant liabilities for which they may not have adequate insurance coverage. Any of the aforementioned risks or related regulatory and environmental risks could have a material adverse effect on the business, financial condition, results of operations and cash flows of energy infrastructure companies.

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Regulatory Risk. Energy infrastructure issuers are subject to regulation by various governmental authorities in various jurisdictions and may be adversely affected by the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards. Regulation exists in multiple aspects of their operations, including how facilities are constructed, maintained and operated, environmental and safety controls, and the prices they may charge for the products and services they provide. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which may increase compliance costs and may adversely affect the financial performance of energy infrastructure companies. Pipeline companies engaged in interstate pipeline transportation of natural gas, refined petroleum products and other products are subject to regulation by the Federal Energy Regulatory Commission (“FERC”) with respect to tariff rates these companies may charge for pipeline transportation services. An adverse determination by the FERC with respect to the tariff rates of a pipeline or other energy infrastructure company could have a material adverse effect on its business, financial condition, results of operations and cash flows and its ability to make cash distributions to its equity owners. Prices for certain electric power companies are regulated in the U.S. with the intention of protecting the public while ensuring that the rate of return earned by such companies is sufficient to attract growth capital and to provide appropriate services but do not provide any assurance as to achievement of earnings levels. We could become subject to the FERC’s jurisdiction if we are deemed to be a holding company of a public utility company or of a holding company of a public utility company, and we may be required to aggregate securities held by us or other funds and accounts managed by the Adviser and its affiliates, or be prohibited from buying certain securities or be forced to divest certain securities.

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Environmental Risk. Energy infrastructure company activities are subject to stringent environmental laws and regulation by many federal, state and local authorities, international treaties and foreign governmental authorities. Failure to comply with such laws and regulations or to obtain any necessary environmental permits pursuant to such laws and regulations could result in fines or other sanctions. Congress and other domestic and foreign governmental authorities have either considered or implemented various laws and regulations to restrict or tax certain emissions, particularly those involving air and water emissions. Existing environmental regulations could be revised or reinterpreted, new laws and regulations could be adopted or become applicable, and future changes in environmental laws and regulations could occur, which could impose additional costs on the operation of power plants. Energy infrastructure companies have made and will likely continue to make significant capital and other expenditures to comply with these and other environmental laws and regulations. Changes in, or new, environmental restrictions may force energy infrastructure companies to incur significant expenses or expenses that may exceed their estimates. There can be no assurance that such companies would be able to recover all or any increased environmental costs from their customers or that their business, financial condition or results of operations would not be materially and adversely affected by such expenditures or any changes in domestic or foreign environmental laws and regulations, in which case the value of these companies’ securities in our portfolio could be adversely affected. In addition, a pipeline or other energy infrastructure company may be responsible for any on-site liabilities associated with the environmental condition of facilities that it has acquired, leased or developed, regardless of when the liabilities arose and whether they are known or unknown.

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Price Volatility Risk. The volatility of energy commodity prices can affect certain energy infrastructure companies due to the impact of prices on the volume of commodities transported, stored, gathered, processed, distributed, developed or produced. Most pipeline companies are not subject to direct commodity price exposure because they do not own the underlying energy commodity. Nonetheless, the price of a pipeline company security can be adversely affected by the perception that the performance of all such entities is directly tied to commodity prices. However, the operations, cash flows and financial performance of other energy infrastructure companies in which we will invest may be more directly affected by energy commodity prices, especially those energy companies owning the underlying energy commodity. Commodity prices fluctuate for several reasons, including changes in global and domestic market and economic conditions, the impact of weather on demand, levels of domestic production and imported commodities, energy conservation, domestic and foreign governmental regulation, political instability, conservation efforts, and taxation and the availability of local, intrastate and interstate transportation systems. Volatility of commodity prices may also make it more difficult for energy companies to raise capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices. Historically, energy commodity prices have been cyclical and exhibited significant volatility which may adversely impact other energy infrastructure companies in which we invest.

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Terrorism Risk. Energy infrastructure companies, and the market for their securities, are subject to disruption as a result of terrorist activities, such as the terrorist attacks on the World Trade Center on September 11, 2001; war, such as the wars in Afghanistan and Iraq and their aftermaths; and other geopolitical events, including upheaval in the Middle East or other energy producing regions. The U.S. government has issued warnings that energy assets, specifically those related to energy infrastructure, production facilities, and transmission and distribution facilities, might be specific targets of terrorist activity. Such events have led, and in the future may lead, to short-term market volatility and may have long-term effects on companies in the energy infrastructure industry and markets. Such events may also adversely affect our business and financial condition.

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Natural Disaster Risk. Natural risks, such as earthquakes, flood, lightning, hurricanes and wind, are inherent risks in infrastructure company operations. For example, extreme weather patterns, such as Hurricane Ivan in 2004 and Hurricanes Katrina and Rita in 2005, the Tohuku earthquake and resulting tsunami in Japan in 2011, Hurricane Sandy in 2012 and Hurricane Harvey in 2017, or the threat thereof, could result in substantial damage to the facilities of certain companies located in the affected areas and significant volatility in the supply of energy and could adversely impact the prices of the securities in which we invest. This volatility may create fluctuations in commodity prices and earnings of energy infrastructure companies.

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Climate Change Regulation Risk. Climate change regulation could result in increased operations and capital costs for the companies in which we invest. Voluntary initiatives and mandatory controls have been adopted or are being discussed both in the United States and worldwide to reduce emissions of “greenhouse gases” such as carbon dioxide, a by-product of burning fossil fuels, which some scientists and policymakers believe contribute to global climate change. These measures and future measures could result in increased costs to certain companies in which we invest to operate and maintain facilities and administer and manage a greenhouse gas emissions program and may reduce demand for fuels that generate greenhouse gases and that are managed or produced by companies in which we invest.

Industry Specific Risk. Energy infrastructure companies are subject to specific risks, including:

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Renewable and power infrastructure companies are subject to many risks, including earnings variability based upon weather patterns in the locations where the company operates, the change in the demand for electricity, the cost to produce power, and the regulatory environment. Further, share prices are partly based on the interest rate environment, the sustainability and potential growth of the dividend, and the outcome of various rate cases undertaken by the company or a regulatory body.

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Pipeline companies are subject to varying demand for crude oil, natural gas, NGLs or refined products in the markets served by the pipeline; changes in the availability of products for transporting, gathering, processing or sale due to natural declines in reserves and production in the supply areas serviced by the company’s facilities; sharp decreases in crude oil or natural gas prices that cause producers to curtail production or reduce capital spending for exploration activities; and environmental regulation. Specifically, demand for gasoline, which accounts for a substantial portion of refined product transportation, depends on price, prevailing economic conditions in the markets served, and demographic and seasonal factors.

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Processing companies are subject to declines in production of natural gas fields, which utilize the processing facilities as a way to market the gas, prolonged depression in the price of natural gas, which curtails production due to lack of drilling activity and declines in the prices of NGL products and natural gas prices, resulting in lower processing margins.

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Integrated energy companies are impacted by declines in the demand for and prices of natural gas, crude oil and refined petroleum products. Reductions in prices for natural gas and crude oil can cause a given reservoir to become uneconomic for continued production earlier than it would if prices were higher. The operating margins and cash flows of integrated energy companies may fluctuate widely in response to a variety of factors, including global and domestic economic conditions, weather conditions, natural disasters, the supply and price of imported energy commodities, change in the level and relationship in crude oil and refined petroleum product pricing, political instability, conservation efforts and governmental regulation. The accuracy of any reserve estimate is a function of the quality of available data, the accuracy of assumptions regarding future commodity prices and costs, and engineering and geological interpretations and judgments. Due to natural declines in reserves and production, exploitation and production companies must economically find or acquire and develop additional reserves in order to maintain and grow their revenues and distributions. Integrated energy companies are also subject to risks related to operations (such as fires and explosions) as well as the potential environmental and regulatory risks of such events, which may adversely impact their business and financial condition.

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Renewable and power infrastructure companies are subject to many risks, including earnings variability based upon weather patterns in the locations where the company operates, the change in the demand for electricity, the cost to produce power, and the regulatory environment. Furthermore, share prices are partly based on the interest rate environment, the sustainability and potential growth of the dividend, and the outcome of various rate cases undertaken by the company or a regulatory body.

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Equity Securities Risk. Equity securities can be affected by macroeconomic and other factors affecting the stock market in general, expectations about changes in interest rates, investor sentiment toward such entities, changes in a particular issuer’s financial condition, or unfavorable or unanticipated poor performance of a particular issuer. Prices of equity securities of individual entities also can be affected by fundamentals unique to the company or partnership, including size, earnings power, coverage ratio and characteristics and features of different classes of securities. Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value. The equity securities we hold may experience sudden, unpredictable drops in value or long periods of decline in value. In addition, by writing covered call options, capital appreciation potential will be limited on a portion of our investment portfolio.

Foreign Securities Risk. Investments in securities (including ADRs) of foreign issuers involve risks not ordinarily associated with investments in securities and instruments of U.S. issuers. For example, foreign companies are not generally subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable to U.S. companies. Foreign securities exchanges, brokers and companies may be subject to less government supervision and regulation than exists in the U.S. Dividend and interest income may be subject to withholding and other foreign taxes, which may adversely affect the net return on such investments. The Fund may not be able to pass through to its shareholders any foreign income tax credits as a result of any foreign income taxes it pays. There may be difficulty in obtaining or enforcing a court judgment abroad. In addition, it may be difficult to effect repatriation of capital invested in certain countries. With respect to certain countries, there are risks of expropriation, confiscatory taxation, political or social instability or diplomatic developments that could affect the Fund’s assets held in foreign countries. Furthermore, foreign companies operate and serve customers in many parts of the world, and encounter a variety of political and legal risks unique to those jurisdictions. Local economic conditions may vary and may have a meaningful influence on the outcome of business activities. Some of these risks are impacted by regional inflation, economic cycles, currency volatility, sovereign debt markets, local economic environments, and regional trade patterns. There may be less publicly available information about a foreign company than there is regarding a U.S. company, and many foreign companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. Foreign securities markets may have substantially less volume than U.S. securities markets and some foreign company securities are less liquid than securities of otherwise comparable U.S. companies. Foreign markets also have different clearance and settlement procedures that could cause the Fund to encounter difficulties in purchasing and selling securities on such markets and may result in the Fund missing attractive investment opportunities or experiencing a loss. In addition, a portfolio that includes securities issued by foreign issuers can expect to have a higher expense ratio because of the increased transaction costs in foreign markets and the increased costs of maintaining the custody of such foreign securities. When investing in securities issued by foreign issuers, there is also the risk that the value of such an investment or the Fund’s income, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.

Liquidity Risk. We may invest in securities of any market capitalization and may be exposed to liquidity risk when trading volume, lack of a market maker, or legal restrictions impair our ability to sell particular securities or close call option positions at an advantageous price or a timely manner. We may invest in mid-cap and small-cap companies, which may not have the management experience, financial resources, product diversification and competitive strengths of large-cap companies. Analysts and other investors may follow these companies less actively and therefore information about these companies may not be as readily available as that for large-cap companies. Therefore, their securities may be more volatile and less liquid than the securities of larger, more established companies. In the event certain securities experience limited trading volumes, the prices of such securities may display abrupt or erratic movements at times. In addition, it may be more difficult for us to buy and sell significant amounts of such securities without an unfavorable impact on prevailing market prices. As a result, these securities may be difficult to sell at a favorable price at the times when we believe it is desirable to do so. Investment of our capital in securities that are less actively traded (or over time experience decreased trading volume) may restrict our ability to take advantage of other market opportunities or to sell those securities. This also may affect adversely our ability to make required interest payments on our debt securities and distributions on any of our preferred stock, to redeem such securities, or to meet asset coverage requirements.

Performance and Distribution Risk. We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. We cannot assure you that you will receive distributions at a particular level or at all. Dividends and distributions on equity securities are not fixed but are declared at the discretion of the issuer’s board of directors. If stock market volatility declines, the level of premiums from writing covered call options will likely decrease as well. Payments to close-out written call options will reduce amounts available for distribution from gains earned in respect of call option expiration or close out. The equity securities in which we invest may not appreciate or may decline in value. Net realized and unrealized gains on the securities investments will be determined primarily by the direction and movement of the applicable securities markets and our holdings. Any gains that we do realize on the disposition of any securities may not be sufficient to offset losses on other securities or option transactions. A significant decline in the value of the securities in which we invest may negatively impact our ability to pay distributions or cause you to lose all or a part of your investment.

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In addition, the 1940 Act may limit our ability to make distributions in certain circumstances. Restrictions and provisions in any future credit facilities and our debt securities may also limit our ability to make distributions. For federal income tax purposes, we are required to distribute substantially all of our net investment income each year both to reduce our federal income tax liability and to avoid a potential excise tax. If our ability to make distributions on our common shares is limited, such limitations could, under certain circumstances, impair our ability to maintain our qualification for taxation as a RIC, which would have adverse consequences for our stockholders.

Quarterly Results Risk. We could experience fluctuations in our operating results due to a number of factors, including the return on our investments, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses on our investments and written call options, the level of call premium we receive by writing covered calls, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Restricted Securities Risk. We may invest up to 30% of our total assets in unregistered or otherwise restricted securities, primarily through direct investments in securities of listed companies. Restricted securities (including Rule 144A securities) are less liquid than securities traded in the open market because of statutory and contractual restrictions on resale. Such securities are, therefore, unlike securities that are traded in the open market, which can be expected to be sold immediately if the market is adequate. This lack of liquidity may create special risks for us. However, we could sell such securities in private transactions with a limited number of purchasers or in public offerings under the 1933 Act.

Restricted securities are subject to statutory and contractual restrictions on their public resale, which may make it more difficult to value them, may limit our ability to dispose of them and may lower the amount we could realize upon their sale. To enable us to sell our holdings of a restricted security not registered under the 1933 Act, we may have to cause those securities to be registered. The expenses of registering restricted securities may be determined at the time we buy the securities. When we must arrange registration because we wish to sell the security, a considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that we could sell it. We would bear the risks of any downward price fluctuation during that period.

Portfolio Turnover Risk. We may, but under normal market conditions do not intend to, engage in frequent and active trading of portfolio securities to achieve our investment objective. However, annual portfolio turnover as a result of our purchases and sales of equity securities and call options may exceed 100%, which is higher than many other investment companies and would involve greater trading costs to us and may result in greater realization of taxable capital gains.

Hedging and Derivatives Risk. In addition to writing call options as part of the investment strategy, we may invest in derivative instruments for hedging or risk management purposes. Our use of derivatives could enhance or decrease the cash available to us for payment of distributions or interest, as the case may be. Derivatives can be illiquid, may disproportionately increase losses and have a potentially large negative impact on our performance. Derivative transactions, including options on securities and securities indices and other transactions in which we may engage (such as forward currency transactions, futures contracts and options thereon, and total return swaps), may subject us to increased risk of principal loss due to unexpected movements in stock prices, changes in stock volatility levels, interest rates and foreign currency exchange rates and imperfect correlations between our securities holdings and indices upon which derivative transactions are based. We also will be subject to credit risk with respect to the counterparties to any over-the-counter derivatives contracts we purchased. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract, we may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. We may obtain only a limited recovery or may obtain no recovery in such circumstances. In addition, if the counterparty to a derivative transaction defaults, we would not be able to use the anticipated net receipts under the derivative to offset our cost of financial leverage.

Interest rate transactions will expose us to certain risks that differ from the risks associated with our portfolio holdings. There are economic costs of hedging reflected in the price of interest rate swaps, floors, caps and similar techniques, the costs of which can be significant, particularly when long-term interest rates are substantially above short-term rates. In addition, our success in using hedging instruments is subject to our Adviser’s ability to predict correctly changes in the relationships of such hedging instruments to our leverage risk, and there can be no assurance that our Adviser’s judgment in this respect will be accurate. Consequently, the use of hedging transactions might result in a poorer overall performance, whether or not adjusted for risk, than if we had not engaged in such transactions. There is no assurance that the interest rate hedging transactions into which we enter will be effective in reducing our exposure to interest rate risk. Hedging transactions are subject to correlation risk, which is the risk that payment on our hedging transactions may not correlate exactly with our payment obligations on senior securities. To the extent there is a decline in interest rates, the value of certain derivatives could decline, and result in a decline in our net assets.

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Anti-Takeover Provisions Risks. Maryland law and our Charter and Bylaws include provisions that could delay, defer or prevent other entities or persons from acquiring control of us, causing us to engage in certain transactions or modifying our structure. These provisions may be regarded as “anti-takeover” provisions. Such provisions could limit the ability of common stockholders to sell their shares at a premium over the then-current market prices by discouraging a third party from seeking to obtain control of us.

Because investors generally perceive that there are greater risks associated with lower quality securities of the type in which we may invest a portion of our assets, the yields and prices of such securities may tend to fluctuate more than those for higher rated securities. In the lower quality segments of the debt securities market, changes in perceptions of issuers’ creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments of the debt securities market, resulting in greater yield and price volatility.

Factors having an adverse impact on the market value of below investment grade securities may have an adverse effect on our NAV and the market value of our common stock. In addition, we may incur additional expenses to the extent we are required to seek recovery upon a default in payment of principal or interest on our portfolio holdings. In certain circumstances, we may be required to foreclose on an issuer’s assets and take possession of its property or operations. In such circumstances, we would incur additional costs in disposing of such assets and potential liabilities from operating any business acquired.

Counterparty Risk. We may be subject to credit risk with respect to the counterparties to certain derivative agreements entered into by us. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, we may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. We may obtain only a limited recovery or may obtain no recovery in such circumstances.

Management Risk. Our Adviser was formed in 2002 to provide portfolio management to institutional and high-net worth investors seeking professional management of their MLP investments. Our Adviser has been managing our portfolio since we began operations. To the extent that the Adviser’s assets under management grow, the Adviser may have to hire additional personnel and, to the extent it is unable to hire qualified individuals, its operations may be adversely affected.

Additional Risks to Common Stockholders

Leverage Risk. Our use of leverage through the issuance of preferred stock (“Tortoise Preferred Shares”) and senior notes (“Tortoise Notes”) along with the issuance of any additional preferred stock or debt securities, and any additional borrowings or other transactions involving indebtedness (other than for temporary or emergency purposes) are or would be considered “senior securities” for purposes of the 1940 Act and create risks. Leverage is a speculative technique that may adversely affect common stockholders. If the return on securities acquired with borrowed funds or other leverage proceeds does not exceed the cost of the leverage, the use of leverage could cause us to lose money. Successful use of leverage depends on the Adviser’s ability to predict or hedge correctly interest rates and market movements, and there is no assurance that the use of a leveraging strategy will be successful during any period in which it is used. Because the fee paid to the Adviser will be calculated on the basis of Managed Assets, the fees will increase when leverage is utilized, giving the Adviser an incentive to utilize leverage.

Our issuance of senior securities involves offering expenses and other costs, including interest payments, which are borne indirectly by our common stockholders. Fluctuations in interest rates could increase interest or distribution payments on our senior securities, and could reduce cash available for distributions on common stock. Increased operating costs, including the financing cost associated with any leverage, may reduce our total return to common stockholders.

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The 1940 Act and/or the rating agency guidelines applicable to senior securities impose asset coverage requirements, distribution limitations, voting right requirements (in the case of the senior equity securities), and restrictions on our portfolio composition and our use of certain investment techniques and strategies. The terms of any senior securities or other borrowings may impose additional requirements, restrictions and limitations that are more stringent than those currently required by the 1940 Act, and the guidelines of the rating agencies that rate outstanding senior securities. These requirements may have an adverse effect on us and may affect our ability to pay distributions on common stock and preferred stock. To the extent necessary, we intend to redeem our senior securities to maintain the required asset coverage. Doing so may require that we liquidate portfolio securities at a time when it would not otherwise be desirable to do so. Nevertheless, it is not anticipated that the 1940 Act requirements, the terms of any senior securities or the rating agency guidelines will impede the Adviser in managing our portfolio in accordance with our investment objective and policies.

Dilution Risk. The voting power of current stockholders will be diluted to the extent that current stockholders do not purchase shares in any future common stock offerings or do not purchase sufficient shares to maintain their percentage interest.

Market Discount Risk. Our common stock has traded both at a premium and at a discount in relation to NAV. We cannot predict whether our shares will trade in the future at a premium or discount to NAV. Shares of closed-end investment companies frequently trade at a discount from NAV, but in some cases have traded above NAV. Continued development of alternatives as a vehicle for investment in MLP securities may contribute to reducing or eliminating any premium or may result in our shares trading at a discount. The risk of the shares of common stock trading at a discount is a risk separate from the risk of a decline in our NAV as a result of investment activities. Our NAV will be reduced immediately following an offering of our common or preferred stock, due to the offering costs for such stock, which are borne entirely by us. Although we also bear the offering costs of debt securities, such costs are amortized over time and therefore do not impact our NAV immediately following an offering.

Whether stockholders will realize a gain or loss for federal income tax purposes upon the sale of our common stock depends upon whether the market value of the common shares at the time of sale is above or below the stockholder’s basis in such shares, taking into account transaction costs, and is not directly dependent upon our NAV. Because the market value of our common stock will be determined by factors such as the relative demand for and supply of the shares in the market, general market conditions and other factors beyond our control, we cannot predict whether our common stock will trade at, below or above NAV, or at, below or above the public offering price for common stock.

Additional Risks to Senior Security Holders

Generally, an investment in preferred stock or debt securities (collectively, “senior securities”) is subject to the following risks:

Senior Leverage Risk. Preferred stock will be junior in liquidation and with respect to distribution rights to debt securities and any other borrowings. Senior securities representing indebtedness may constitute a substantial lien and burden on preferred stock by reason of their prior claim against our income and against our net assets in liquidation. We may not be permitted to declare distributions or other distributions with respect to any series of preferred stock unless at such time we meet applicable asset coverage requirements and the payment of principal or interest is not in default with respect to the Tortoise Notes or any other borrowings.

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Ratings and Asset Coverage Risk. To the extent that senior securities are rated, a rating does not eliminate or necessarily mitigate the risks of investing in our senior securities, and a rating may not fully or accurately reflect all of the credit and market risks associated with a security. A rating agency could downgrade the rating of our shares of preferred stock or debt securities, which may make such securities less liquid in the secondary market, though probably with higher resulting interest rates. If a rating agency downgrades, or indicates a potential downgrade to, the rating assigned to a senior security, we may alter our portfolio or redeem some senior securities. We may voluntarily redeem a senior security under certain circumstances to the extent permitted by its governing documents.

Decline in Net Asset Value Risk. A material decline in our NAV may impair our ability to maintain required levels of asset coverage for our preferred stock or debt securities.

General Risks Associated with an Investment in a Closed-End Fund

Market Discount Risk. As with any shares, the price of the Fund’s shares will fluctuate with market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Common shares are designed for long-term investors and should not be treated as trading vehicles. Common shares of closed-end management investment companies frequently trade at a discount from their NAV. Common shares of closed-end management investment companies like the Fund that invest primarily in equity securities have during some periods traded at prices higher than their NAV and during other periods traded at prices lower than their NAV. The Fund cannot assure you that its common shares will trade at a price higher than or equal to NAV. In addition to NAV, the market price of the Fund’s common shares may be affected by such factors as distribution levels, which are in turn affected by expenses, distribution stability, liquidity, the market for equity securities of MLPs, and market supply and demand the Fund’s shares may trade at a price that is less than the offering price.

Investment Risk. An investment in the Fund’s common shares is subject to investment risk, including the possible loss of the entire amount that you invest. An investment in common shares represents an indirect investment in the securities owned by the Fund. The value of these securities, like other market investments, may move up or down. The Fund common shares at any point in time may be worth less than their value at closing of the Merger.

Tortoise Energy Independence Fund, Inc.

General. We are designed primarily as a long-term investment vehicle and not as a trading tool. An investment in our securities should not constitute a complete investment program for any investor and involves a high degree of risk. Due to the uncertainty in all investments, there can be no assurance that we will achieve our investment objective. The value of an investment in our common stock could decline substantially and cause you to lose some or all of your investment.

Concentration Risk. Our strategy of concentrating in North American energy investments, particularly upstream energy companies, means that our performance will be closely tied to the performance of the energy industry. Our concentration in these investments may present more risk than if we were broadly diversified over numerous industries and sectors of the economy. A downturn in these investments would have a greater impact on us than on a fund that does not concentrate in such investments. At times, the performance of these investments may lag the performance of other industries or the market as a whole. Risks inherent in the business of energy companies include:

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Commodity Price Volatility Risk. The volatility of energy commodity prices can significantly affect energy companies due to the impact of prices on the volume of commodities developed, produced, gathered and processed. Historically, energy commodity prices have been cyclical and exhibited significant volatility which may adversely impact the value, operations, cash flows and financial performance of energy companies in which we invest.

Commodity prices fluctuate for several reasons and can be swift, including changes in global and domestic energy market, general economic conditions, consumer demand, price and level of foreign imports, the impact of weather on demand, levels of domestic and worldwide supply, levels of production and imports, domestic and foreign governmental regulation, political instability, acts of war and terrorism, the success and costs of exploration projects, conservation and environmental protection efforts, alternative energy, taxation and the availability of local, intrastate and interstate transportation systems.

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Supply and Demand Risk. A decrease in the exploration, production or development of natural gas, NGLs, crude oil, refined petroleum products, or a decrease in the volume of such commodities, may adversely impact the financial performance and profitability of energy companies. Production declines and volume decreases could be caused by various factors, including changes in commodity prices, oversupply, depletion of resources, declines in estimates of proved reserves, catastrophic events affecting production, labor difficulties, political events, production variance from expectations, Organization of the Petroleum Exporting Countries (“OPEC”) actions, environmental proceedings, increased regulations, equipment failures and unexpected maintenance problems or outages, inability to obtain necessary permits or carryout new construction or acquisitions, unanticipated expenses, import supply disruption, increased competition from alternative energy sources, and other events. All of the above is particularly true for new or emerging areas of supply in North America that may have limited or no production history. Reductions in or prolonged periods of low prices for natural gas and crude oil can cause a given reservoir to become uneconomic for continued production earlier than it would if prices were higher.

A sustained decline in or varying demand for such commodities, could also adversely affect the financial performance of energy companies. Factors that could lead to a decline in demand include economic recession or other adverse economic conditions, political and economic conditions in other natural resource producing countries including embargoes, hostilities in the Middle East, military campaigns and terrorism, OPEC actions, higher fuel taxes or governmental regulations, increases in fuel economy, consumer shifts to the use of alternative fuel sources, exchange rates, and changes in commodity prices or weather.

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Reserve & Depletion Risk. Energy companies’ estimates of proved reserves and projected future net revenue are generally based on internal reserve reports, engineering data, and reports of independent petroleum engineers. Estimated reserves are based on many assumptions that may prove inaccurate and require subjective estimates of underground accumulations and assumptions concerning future prices, production levels, and operating and development costs. As a result, estimated quantities of proved reserves, projections of future production rates, and the timing of related expenditures may prove to be inaccurate. Any material negative inaccuracies in these reserve estimates or underlying assumptions could materially lower the value of upstream energy companies. Future natural gas, NGL and oil production is highly dependent upon the success in acquiring or finding additional reserves that are economically recoverable. This can be particularly true for new areas of exploration and development, such as in North American oil and gas reservoirs, including shale. A portion of any one upstream company’s assets may be dedicated to crude oil or natural gas reserves that naturally deplete over time and a significant slowdown in the identification or availability of reasonably priced and accessible proved reserves for these companies could adversely affect their business.

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Operating Risk. Energy companies are subject to many operating risks, including: equipment failure causing outages; structural, maintenance, impairment and safety problems; transmission or transportation constraints, inoperability or inefficiencies; dependence on a specified fuel source; changes in electricity and fuel usage; availability of competitively priced alternative energy sources; changes in generation efficiency and market heat rates; lack of sufficient capital to maintain facilities; significant capital expenditures to keep older assets operating efficiently; seasonality; changes in supply and demand for energy; catastrophic and/or weather-related events such as spills, leaks, well blowouts, uncontrollable flows, ruptures, fires, explosions, floods, earthquakes, hurricanes, discharges of toxic gases and similar occurrences; storage, handling, disposal and decommissioning costs; and environmental compliance. Breakdown or failure of an energy company’s assets may prevent it from performing under applicable sales agreements, which in certain situations, could result in termination of the agreement or incurring a liability for liquidated damages. As a result of the above risks and other potential hazards associated with energy companies, certain companies may become exposed to significant liabilities for which they may not have adequate insurance coverage. Any of the aforementioned risks could have a material adverse effect on the business, financial condition, results of operations and cash flows of energy companies.

The energy industry is cyclical and from time to time may experience a shortage of drilling rigs, equipment, supplies, or qualified personnel, or due to significant demand, such services may not be available on commercially reasonable terms. A company’s ability to successfully and timely complete capital improvements to existing or other capital projects is contingent upon many variables. Should any such efforts be unsuccessful, an energy company could be subject to additional costs and / or the write-off of its investment in the project or improvement. The marketability of oil and gas production depends in large part on the availability, proximity and capacity of pipeline systems owned by third parties. Oil and gas properties are subject to royalty interests, liens and other burdens, encumbrances, easements or restrictions, all of which could impact the production of a particular energy company. Oil and gas companies operate in a highly competitive and cyclical industry, with intense price competition. A significant portion of their revenues may depend on a relatively small number of customers, including governmental entities and utilities.

Energy companies engaged in interstate pipeline transportation of natural gas, refined petroleum products and other products are subject to regulation by the Federal Energy Regulatory Commission (“FERC”) with respect to tariff rates these companies may charge for pipeline transportation services. An adverse determination by the FERC with respect to the tariff rates of an energy company could have a material adverse effect on its business, financial condition, results of operations and cash flows and its ability to make cash distributions to its equity owners.

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Regulatory Risk. Energy companies are subject to regulation by governmental authorities in various jurisdictions and may be adversely affected by the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards. Regulation exists in multiple aspects of their operations, including reports and permits concerning exploration, drilling, and production; how facilities are constructed, maintained and operated; how wells are spaced; the unitization and pooling of properties; environmental and safety controls, including emissions release, the reclamation and abandonment of wells and facility sites, remediation, protection of endangered species, and the discharge and disposition of waste materials; offshore oil and gas operations; and the prices they may charge for the oil and gas produced or transported under federal and state leases and other products and services. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which may increase compliance costs and may adversely affect the financial performance of energy companies. Additionally, legislation has been proposed that would, if enacted into law, make significant changes to U.S. federal income tax laws, including the elimination of certain U.S. federal income tax benefits currently available to oil and gas exploration and production companies.

The use of methods such as hydraulic fracturing may be subject to new or different regulation in the future. Any new state or federal regulations that may be imposed on hydraulic fracturing could result in additional permitting and disclosure requirements (including of substances used in the fracturing process) and in additional operating restrictions. The imposition of various conditions and restrictions on drilling and completion operations could lead to operational delays and increased costs and, moreover, could delay or effectively prevent the development of oil and gas from formations that would not be economically viable without the use of hydraulic fracturing.

•

Environmental Risk. Energy company activities are subject to stringent environmental laws and regulation by many federal, state and local authorities, international treaties and foreign governmental authorities. Failure to comply with such laws and regulations or to obtain any necessary environmental permits pursuant to such laws and regulations could result in fines or other sanctions. Congress and other domestic and foreign governmental authorities have either considered or implemented various laws and regulations to restrict or tax certain emissions, particularly those involving air and water emissions. Existing environmental regulations could be revised or reinterpreted, new laws and regulations could be adopted or become applicable, and future changes in environmental laws and regulations could occur, which could impose significant additional costs. Energy companies have made and will likely continue to make significant capital and other expenditures to comply with these and other environmental laws and regulations. There can be no assurance that such companies would be able to recover all or any increased environmental costs from their customers or that their business, financial condition or results of operations would not be materially and adversely affected by such expenditures or any changes in domestic or foreign environmental laws and regulations, in which case the value of these companies’ securities could be adversely affected. In addition, energy companies may be responsible for environmentally-related liabilities, including any on-site liabilities associated with the environmental condition of facilities that it has acquired, leased or developed, or liabilities from associated activities, regardless of when the liabilities arose and whether they are known or unknown.

Hydraulic fracturing is a common practice used to stimulate production of natural gas and/or oil from dense subsurface rock formations such as shales that generally exist several thousand feet below ground. The companies in which we will invest commonly apply hydraulic-fracturing techniques in onshore oil and natural gas drilling and completion programs. The process involves the injection of water, sand, and additives under pressure into a targeted subsurface formation. The water and pressure create fractures in the rock formations, which are held open by the grains of sand, enabling the oil or natural gas to flow to the wellbore. The use of hydraulic fracturing may produce certain wastes that may in the future be designated as hazardous wastes and may thus become subject to more rigorous and costly compliance and disposal requirements. The EPA has commenced a study of potential environmental effects of hydraulic fracturing on drinking water and groundwater, with initial results expected to be available by late 2012 and final results by 2014 and, more recently in October 2011, the EPA announced that it is launching a study regarding wastewater resulting from hydraulic fracturing activities and currently plans to propose standards by 2014 that such wastewater must meet before being transported to a treatment plant. Also, the Department of Energy is conducting an investigation into practices the agency could recommend to better protect the environment from drilling using hydraulic fracturing completion methods and the Department of the Interior has proposed disclosure, well testing and monitoring requirements for hydraulic fracturing on federal lands. The White House Council on Environmental Quality and a committee of the US House of Representatives are reviewing hydraulic-fracturing practices. At the same time, legislation has been introduced before Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the fracturing process. In addition, some states have adopted, and other states are considering adopting, regulations that could impose more stringent permitting, disclosure and well construction requirements on hydraulic fracturing operations. Additional regulations could be imposed that could include, among other things, limiting injection of oil and gas well wastewater into underground disposal wells, due to concerns about the possibility of minor earthquakes being linked to such injection, an indirect activity to drilling utilized in certain geographic regions. If new laws or regulations that significantly restrict hydraulic fracturing or associated activity are adopted, such laws could make it more difficult or costly for the companies in which we invest to perform fracturing to stimulate production from tight formations, which could adversely impact their production levels, operations, cash flow and the value of their securities.

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Climate Change Regulation Risk. Climate change regulation could result in increased operations and capital costs for the companies in which we invest. Voluntary initiatives and mandatory controls have been adopted or are being discussed both in the U.S. and worldwide to reduce emissions of “greenhouse gases” such as carbon dioxide, a by-product of burning fossil fuels, which some scientists and policymakers believe contribute to global climate change. These measures and future measures could result in increased costs to certain companies in which the Fund invests to operate and maintain facilities and administer and manage a greenhouse gas emissions program and may reduce demand for fuels that generate greenhouse gases and that are managed or produced by companies in which we invest. These actions could result in increased costs of operations and impact the demand and prices for fossil fuels.

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Terrorism Risk. Energy companies, and the market for their securities, are subject to disruption as a result of terrorist activities, such as the terrorist attacks on the World Trade Center on September 11, 2001; war, such as the wars in Afghanistan and Iraq and their aftermaths; and other geopolitical events, including upheaval in the Middle East or other energy producing regions. Cyber hacking could also cause significant disruption and harm to energy companies. The U.S. government has issued warnings that energy assets, specifically those related to energy, including exploration and production facilities, pipelines and transmission and distribution facilities, might be specific targets of terrorist activity. Such events have led, and in the future may lead, to short-term market volatility and may have long-term effects on companies in the energy industry and markets. Such events may also adversely affect our business and financial condition.

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Natural Disaster Risk. Natural risks, such as earthquakes, flood, lightning, hurricanes, tsunamis, tornadoes and wind, are inherent risks in energy company operations. For example, extreme weather patterns, such as Hurricane Ivan in 2004 and Hurricanes Katrina and Rita in 2005, the Tohuku earthquake and resulting tsunami in Japan in 2011, or the threat thereof, could result in substantial damage to the facilities of certain companies located in the affected areas and significant volatility in the supply of energy and could adversely impact the prices of the securities in which we invest. This volatility may create fluctuations in commodity prices and earnings of energy companies.

Equity Securities Risk. Equity securities can be affected by macroeconomic and other factors affecting the stock market in general, expectations about changes in interest rates, investor sentiment toward such entities, changes in a particular issuer’s financial condition, or unfavorable or unanticipated poor performance of a particular issuer. Prices of equity securities of individual entities also can be affected by fundamentals unique to the company or partnership, including size, earnings power, coverage ratio and characteristics and features of different classes of securities. Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value. The equity securities held by the Fund may experience sudden, unpredictable drops in value or long periods of decline in value. In addition, by writing covered call options, capital appreciation potential will be limited on a portion of our investment portfolio.

Non-U.S. Securities Risk. Investments in securities of non-U.S. issuers (including Canadian issuers) involve risks not ordinarily associated with investments in securities and instruments of U.S. issuers. For example, non-U.S. companies are not generally subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable to U.S. companies. Non-U.S. securities exchanges, brokers and companies may be subject to less government supervision and regulation than exists in the U.S. Dividend and interest income may be subject to withholding and other non-U.S. taxes, which may adversely affect the net return on such investments. Because we intend to limit our investments to no more than 35% of our Total Assets in securities issued by non-U.S. issuers (including Canadian issuers), we not be able to pass through to our stockholders any foreign income tax credits as a result of any foreign income taxes we pay. There may be difficulty in obtaining or enforcing a court judgment abroad. In addition, it may be difficult to effect repatriation of capital invested in certain countries. With respect to certain countries, there are also risks of expropriation, confiscatory taxation, political or social instability or diplomatic developments that could affect the Fund’s assets held in non-U.S. countries. There may be less publicly available information about a non-U.S. company than there is regarding a U.S. company. Non-U.S. securities markets may have substantially less volume than U.S. securities markets and some non-U.S. company securities are less liquid than securities of otherwise comparable U.S. companies. Non-U.S. markets also have different clearance and settlement procedures that could cause the Fund to encounter difficulties in purchasing and selling securities on such markets and may result in the Fund missing attractive investment opportunities or experiencing a loss. In addition, a portfolio that includes securities issued by non-U.S. issuers can expect to have a higher expense ratio because of the increased transaction costs in non-U.S. markets and the increased costs of maintaining the custody of such non-U.S. securities. When investing in securities issued by non-U.S. issuers, there is also the risk that the value of such an investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates. We may, but do not currently intend to, hedge our exposure to non-U.S. currencies.

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facilities and other debt instruments may be unwilling or unable to meet their funding obligations. As a result of any of the foregoing, we or the companies in which we invest may be unable to obtain new debt or equity financing on acceptable terms. If funding is not available when needed, or is available only on unfavorable terms, we or the companies in which we invest may not be able to meet obligations as they come due. Moreover, without adequate funding, energy companies may be unable to execute their growth strategies, complete future acquisitions, take advantage of other business opportunities or respond to competitive pressures, any of which could have a material adverse effect on their revenues and results of operations.

Rising interest rates could limit the capital appreciation of equity units of energy companies as a result of the increased availability of alternative investments at competitive yields. Rising interest rates may increase the cost of capital for companies operating in this sector. A higher cost of capital or an inflationary period may lead to inadequate funding, which could limit growth from acquisition or expansion projects, the ability of such entities to make or grow dividends or distributions or meet debt obligations, the ability to respond to competitive pressures, all of which could adversely affect the prices of their securities.

In 2010, several European Union (“EU”) countries, including Greece, Ireland, Italy, Spain, and Portugal, began to face budget issues, some of which may have negative long-term effects for the economies of those countries and other EU countries. There is continued concern about national-level support for the euro and the accompanying coordination of fiscal and wage policy among European Economic and Monetary Union member countries. A return to unfavorable economic conditions could impair our ability to achieve our investment objective. In addition, the events surrounding the recent negotiations regarding the U.S. federal government debt ceiling and the resulting agreement could adversely affect us. In 2011, S&P lowered its long-term sovereign credit rating on the U.S. federal government debt to “AA+” from “AAA.” We cannot predict the effects of these or similar events in the future on the U.S. economy and securities markets or on our portfolio.

Credit Risk. Credit risk refers to the possibility that the issuer of a security or other instrument will be unable to make timely interest payments and/or repay the principal on its debt. Because we may invest up to 20% of our Total Assets in debt securities, including those rated below investment grade, commonly referred to as “junk bonds,” we may be subject to a greater degree of credit risk than a fund investing only in investment grade securities. Generally, lower-grade securities provide a higher yield than higher-grade securities of similar maturity but are subject to greater risks, such as greater credit risk, greater volatility and greater liquidity concerns. Such securities are generally regarded as predominantly speculative and are more susceptible to non-payment of interest and principal and default than higher-grade securities and are more sensitive to specific issuer developments or real or perceived general adverse economic changes than higher-grade securities. The market for lower-grade securities may also have less information available than the market for other securities, further complicating evaluations and valuations of such securities.

Covered Call Risks. We cannot guarantee that our covered call option strategy will be effective. There are several risks associated with transactions in options on securities, including:

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There are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given covered call option transaction not to achieve its objectives. A decision as to whether, when and how to use covered calls (or other options) involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful because of market behavior or unexpected events.

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The use of options may require us to sell portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation we can realize on an investment, or may cause us to hold a security we might otherwise sell. As the writer of a covered call option, we forego, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the exercise price of the call option, but retain the risk of loss should the price of the underlying security decline. Although such loss would be offset in part by the option premium received, in a situation in which the price of a particular stock on which we have written a covered call option declines rapidly and materially or in which prices in general on all or a substantial portion of the stocks on which we have written covered call options decline rapidly and materially, we could sustain material depreciation or loss to the extent we do not sell the underlying securities (which may require it to terminate, offset or otherwise cover our option position as well).

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There can be no assurance that a liquid market will exist when we seek to close out an option position. If we were unable to close out a covered call option that we had written on a security, we would not be able to sell the underlying security unless the option expired without exercise. Reasons for the absence of a liquid secondary market for exchange-traded options may include, but are not limited to, the following: (i) there may be insufficient trading interest; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the trading facilities may not be adequate to handle current trading volume; or (vi) the relevant exchange could discontinue the trading of options. In addition, our ability to terminate OTC options may be more limited than with exchange-traded options and may involve the risk that counterparties participating in such transactions will not fulfill their obligations.

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The principal factors affecting the market value of an option include supply and demand, interest rates, the current market price of the underlying security in relation to the exercise price of the option, the dividend or distribution yield of the underlying security, the actual or perceived volatility of the underlying security and the time remaining until the expiration date. Any of the foregoing could impact or cause to vary over time the amount of income we are able to generate through our covered call option strategy.

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The number of covered call options we can write is limited by the number of shares of the corresponding common stock we hold. Furthermore, our covered call option transactions may be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which such options are traded.

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Legal and Regulatory Risk. Legal, tax and regulatory changes could occur and may adversely affect us or our ability to pursue our investment strategy and/or increase the costs of implementing such strategies. New (or revised) laws or regulations may be imposed by the Commodity Futures Trading Commission (“CFTC”), the SEC, the U.S. Federal Reserve or other banking regulators, other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely affect us. In particular, these agencies are empowered to promulgate a variety of new rules pursuant to recently enacted financial reform legislation in the United States. We also may be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental regulatory authorities or self-regulatory organizations.

The recent instability in the financial markets has led the U.S. government and foreign governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. U.S. federal and state governments and foreign governments, their regulatory agencies or self-regulatory organizations may take additional actions that affect the regulation of the securities in which we invest, or the issuers of such securities, in ways that are unforeseeable and on an “emergency” basis with little or no notice, with the consequence that some market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions has been suddenly and/or substantially eliminated or otherwise negatively impacted. Given the complexities of the global financial markets and the limited timeframe within which governments have been able to take action, these interventions have sometimes been unclear in scope and application, resulting in confusion and uncertainty, which in itself has been materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies. Decisions made by government policy makers could exacerbate the current economic difficulties in the U.S. and other countries.

In addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The CFTC, the SEC, the Federal Deposit Insurance Corporation, other regulators and self-regulatory organizations and exchanges are authorized under these statutes, regulations and otherwise to take extraordinary actions in the event of market emergencies. We and our Adviser have historically been eligible for exemptions from certain regulations. However, there is no assurance that we or our Adviser will continue to be eligible for such exemptions. For example, we have filed with the CFTC and the National Futures Association a notice claiming an exclusion from the definition of the term “commodity pool operator” under Regulation 4.5 under the Commodity Exchange Act, as amended (the “CEA”), with respect to our operation. However, the CFTC has recently adopted amendments to CFTC Regulation 4.5, which, when effective, may subject our Adviser to regulation by the CFTC, and require it to operate us subject to applicable CFTC requirements, including registration, disclosure and operational requirements. Compliance with these additional requirements may increase our expenses. Certain of the rules that would apply to us if we becomes subject to CFTC regulation have not yet been adopted, and while it is unclear what the effect of those rules would be on us if they are adopted, these rules could potentially limit or restrict our ability to pursue our investment objective and execute our investment strategy.

Congress recently enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting, recordkeeping, and registration requirements. Because the legislation leaves much to agency rule making, its ultimate impact remains unclear. New regulations could, among other things, restrict our ability to engage in derivative transactions (for example, by making certain types of derivative transactions no longer available to us) and/or increase the costs of such derivative transactions (for example, by increasing margin or capital requirements), and we may be unable to execute our investment strategy as a result. It is unclear how the regulatory changes will affect counterparty risk.

The CFTC and certain futures exchanges have established limits, referred to as “position limits,” on the maximum net long or net short positions which any person may hold or control in particular options and futures contracts; those position limits may also apply to certain other derivatives positions we may wish to take. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if we do not intend to exceed applicable position limits, it is possible that different clients managed by our Adviser and its affiliates may be aggregated for this purpose. Therefore it is possible that the trading decisions of our Adviser may have to be modified and that positions we hold may have to be liquidated in order to avoid exceeding such limits. The modification of investment decisions or the elimination of open positions, if it occurs, may adversely affect our performance.

Performance and Distribution Risk. We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. We cannot assure you that you will receive distributions at a particular level or at all. Dividends and distributions on equity securities are not fixed but are declared at the discretion of the issuer’s board of directors. If stock market volatility declines, the level of premiums from writing covered call options will likely decrease as well. Payments to close-out written call options will reduce amounts available for distribution from gains earned in respect of call option expiration or close out. The equity securities in which we invest may not appreciate or may decline in value. Net realized and unrealized gains on the securities investments will be determined primarily by the direction and movement of the applicable securities markets and the Fund’s holdings. Any gains that we do realize on the

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disposition of any securities may not be sufficient to offset losses on other securities or option transactions. A significant decline in the value of the securities in which we invest may negatively impact our ability to pay distributions or cause you to lose all or a part of your investment.

In addition, the 1940 Act may limit our ability to make distributions in certain circumstances. Restrictions and provisions in any future credit facilities and our debt securities may also limit our ability to make distributions. For federal income tax purposes, we are required to distribute substantially all of our net investment income each year both to reduce our federal income tax liability and to avoid a potential excise tax. If our ability to make distributions on our common stock is limited, such limitations could, under certain circumstances, impair our ability to maintain our qualification for taxation as a RIC, which would have adverse consequences for our stockholders.

Operating Results Risk. We could experience fluctuations in our operating results due to a number of factors, including the return on our investments, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses on our investments and written call options, the level of call premium we receive by writing covered calls, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Portfolio Turnover Risk. We may, but under normal market conditions do not intend to, engage in frequent and active trading of portfolio securities to achieve our investment objective. However, annual portfolio turnover as a result of our purchases and sales of equity securities and call options in connection with our covered call option strategy may exceed 100%, which is higher than many other investment companies and would involve greater trading costs to us and may result in greater realization of taxable capital gains.

Leverage Risk. Our use of leverage through the issuance of preferred stock or debt securities, and any borrowings or other transactions involving indebtedness (other than for temporary or emergency purposes) would be considered “senior securities” for purposes of the 1940 Act and create risks. Leverage is a speculative technique that may adversely affect common stockholders. If the return on securities acquired with borrowed funds or other leverage proceeds does not exceed the cost of the leverage, the use of leverage could cause us to lose money. Successful use of leverage depends on our Adviser’s ability to predict or hedge correctly interest rates and market movements, and there is no assurance that the use of a leveraging strategy will be successful during any period in which it is used. Because the fee paid to our Adviser will be calculated on the basis of Managed Assets, the fees will increase when leverage is utilized, giving our Adviser an incentive to utilize leverage.

The 1940 Act and/or the rating agency guidelines applicable to senior securities impose asset coverage requirements, distribution limitations, voting right requirements (in the case of the senior equity securities), and restrictions on our portfolio composition and our use of certain investment techniques and strategies. The terms of any senior securities or other borrowings may impose additional requirements, restrictions and limitations that are more stringent than those currently required by the 1940 Act, and the guidelines of the rating agencies that rate outstanding senior securities. These requirements may have an adverse effect on us and may affect our ability to pay distributions on common stock and preferred stock. To the extent necessary, we currently intend to redeem any senior securities to maintain the required asset coverage. Doing so may require that we liquidate portfolio securities at a time when it would not otherwise be desirable to do so.

Hedging and Derivatives Risk. In addition to writing call options as part of the investment strategy, we may invest in derivative instruments for hedging or risk management purposes. Our use of derivatives could enhance or decrease the cash available to us for payment of distributions or interest, as the case may be. Derivatives can be illiquid, may disproportionately increase losses and have a potentially large negative impact on our performance. Derivative transactions, including options on securities and securities indices and other transactions in which we may engage (such as forward currency transactions, futures contracts and options thereon, and total return swaps), may subject us to increased risk of principal loss due to unexpected movements in stock prices, changes in stock volatility levels, interest rates and foreign currency exchange rates and imperfect correlations between our securities holdings and indices upon which derivative transactions are based. We also will be subject to credit risk with respect to the counterparties to any OTC derivatives contracts we purchased. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract, we may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. We may obtain only a limited recovery or may obtain no recovery in such circumstances. In addition, if the counterparty to a derivative transaction defaults, we would not be able to use the anticipated net receipts under the derivative to offset our cost of financial leverage.

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Delay in Use of Proceeds Risk. Although we expect to fully invest the net proceeds of this offering within three to six months after the closing of this offering, such investments may be delayed if suitable investments are unavailable at the time, if market conditions and volumes of securities are not favorable at the time or for other reasons. As a result, the proceeds may be invested in money market mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. Government or its instrumentalities or agencies, high quality, short-term money market instruments, short-term debt securities, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper or other liquid debt securities. The three to six month timeframe associated with the anticipated use of proceeds could lower returns and lower our yield in the first year after the issuance of the common stock.

Restricted Securities Risk. We may invest up to 30% of our Total Assets in restricted securities that are ineligible for resale under Rule 144A, all of which may be illiquid securities. Restricted securities (including Rule 144A securities) are less liquid than securities traded in the open market because of statutory and contractual restrictions on resale. Such securities are, therefore, unlike securities that are traded in the open market, which can be expected to be sold immediately if the market is adequate. This lack of liquidity may create special risks for us. However, we could sell such securities in private transactions with a limited number of purchasers or in public offerings under the 1933 Act.

Rule 144A Securities Risk. We may purchase Rule 144A securities. Rule 144A provides an exemption from the registration requirements of the 1933 Act for the resale of certain restricted securities to qualified institutional buyers, such as us. Securities saleable among qualified institutional buyers pursuant to Rule 144A will not be counted towards the 30% limitation on restricted securities. An insufficient number of qualified institutional buyers interested in purchasing Rule 144A-eligible securities held by us, however, could affect adversely the marketability of certain Rule 144A securities, and we might be unable to dispose of such securities promptly or at reasonable prices.

Anti-Takeover Provisions Risks. Maryland law and our Articles of Incorporation (“Charter”) and Bylaws include provisions that could delay, defer or prevent other entities or persons from acquiring control of us, causing us to engage in certain transactions or modifying our structure. These provisions may be regarded as “anti-takeover” provisions. Such provisions could limit the ability of common stockholders to sell their shares at a premium over the then-current market prices by discouraging a third party from seeking to obtain control of us.

Management Risk. To the extent that our Adviser’s assets under management grow, our Adviser may have to hire additional personnel and, to the extent they are unable to hire or retain qualified individuals, our operations may be adversely affected. There can be no guarantee that the Adviser’s application of investment techniques, call option strategy and risk analyses in making investment decisions for us will produce the desired results.

Market Discount Risk. Shares of closed-end investment companies frequently trade at a discount from net asset value but in some cases have traded above net asset value. Continued development of alternatives as a vehicle for investing in listed energy infrastructure securities may contribute to reducing or eliminating any premium or may result in our shares trading at a discount. The risk of the shares of common stock trading at a discount is a risk separate from the risk of a decline in our net asset value as a result of investment activities. Our net asset value will be reduced immediately following an offering of our common or preferred stock due to the offering costs for such stock, which are borne entirely by us. Although we also bear the offering costs of debt securities, such costs are amortized over time and therefore do not impact our net asset value immediately following an offering.

Whether stockholders will realize a gain or loss for federal income tax purposes upon the sale of our common stock depends upon whether the market value of the common stock at the time of sale is above or below the stockholder’s basis in such shares, taking into account transaction costs, and it is not directly dependent upon our net asset value. Because the market value of our common stock will be determined by factors

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such as the relative demand for and supply of the shares in the market, general market conditions and other factors beyond our control, we cannot predict whether our common stock will trade at, below or above net asset value, or at, below or above the public offering price for our common stock.

Ecofin Sustainable and Social Impact Term Fund

Management Risk. Our ability to achieve our investment objective is directly related to our Adviser’s and our Subadviser’s investment strategies for the Fund. The value of your investment in our common shares may vary with the effectiveness of the research and analysis conducted by our Adviser and our Subadviser and their ability to identify and take advantage of attractive investment opportunities. If the investment strategies of our Adviser and our Subadviser do not produce the expected results, the value of your investment could be diminished or even lost entirely, and we could underperform the market or other funds with similar investment objectives.

Asset Allocation Risk. Our investment performance depends, at least in part, on how the Investment Committee of our Adviser allocates and reallocates our assets among the various asset classes and security types in which we may invest. Such allocation decisions could cause our investments to be allocated to asset classes and security types that perform poorly or underperform other asset classes and security types or available investments.

Limited Term and Tender Offer Risks. We are scheduled to dissolve as of the as of the close of business twelve years from the effective date of the initial registration statement of the Fund (such date, including any extension, the “Termination Date”). Our investment policies are not designed to return to common shareholders their original net asset value or purchase price. Our final distribution to common shareholders on the Termination Date and the amount paid to participating common shareholders upon completion of an eligible tender offer will be based upon our net asset value at such time. Our Declaration of Trust provides that an eligible tender offer (an “Eligible Tender Offer”) is a tender offer by the Fund to purchase up to 100% of the then-outstanding common shares of beneficial interest (“common shares”) of the Fund as of a date within the 12 months preceding the Termination Date. Depending on a variety of factors, including the performance of our investment portfolio over the period of our operations, the amount distributed to common shareholders in connection with our termination or paid to participating common shareholders upon completion of an Eligible Tender Offer may be less, and potentially significantly less, than your original investment. Additionally, given the nature of certain of our investments, the amount actually distributed upon our termination may be less than our net asset value per share on the Termination Date, and the amount actually paid upon completion of an Eligible Tender Offer may be less than our net asset value per share on the expiration date of the Eligible Tender Offer.

Because our assets will be liquidated in connection with our termination or to pay for common shares tendered in an Eligible Tender Offer, we may be required to sell portfolio securities when we otherwise would not, including at times when market conditions are not favorable, which may cause us to lose money. Given the nature of certain of our investments, particularly our direct investments, we may be unable to liquidate certain of our investments until well after the Termination Date. In this case, we may make one or more additional distributions after the Termination Date of any cash received from the ultimate liquidation of those investments. This would delay distribution payments, perhaps for an extended period of time, and there can be no assurance that the total value of the cash distribution made on the Termination Date and such subsequent distributions, if any, will equal our net asset value on the Termination Date, depending on the ultimate results of such post-Termination Date asset liquidations. If, as a result of lack of market liquidity or other adverse market conditions, our Board of Directors determines it is in the best interest of the Fund, we may transfer any portfolio investments that remain unsold on the Termination Date to a liquidating trust and distribute interests in such liquidating trust to common shareholders as part of our final distribution. Interests in the liquidating trust are expected to be nontransferable, except by operation of law. There can be no assurance as to the timing of or the value obtained from the liquidation of any investments transferred to a liquidating trust.

The obligation to terminate on the Termination Date also may impact adversely the implementation of our investment strategies. There can be no assurance that our Adviser and our Subadviser will be successful in their efforts to minimize any detrimental effects on our investment performance caused by our obligation to liquidate our investment portfolio and distribute all of our liquidated net assets to common shareholders of record on the Termination Date. In particular, our Adviser and our Subadviser may face difficulties exiting our direct investments on or prior to the Termination Date at favorable prices, if at all. In addition, as we approach the Termination Date, we may invest the proceeds of sold, matured or called securities in money market mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. government or its instrumentalities or agencies, high quality, short-term money market instruments, short-term debt securities, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper or other liquid debt securities, which may adversely affect our investment performance. In the course of the liquidation, we must continue to satisfy the asset diversification requirements to qualify as a RIC for federal income tax purposes, which may also have a negative effect on our investment performance. If we fail to comply with these requirements, we may be liable for federal income tax in the year of the liquidation. Moreover, rather than reinvesting the proceeds of sold, matured or called securities, we may distribute the proceeds in one or more liquidating distributions prior to the final liquidation, which may cause fixed expenses to increase when expressed as a percentage of our total assets.

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If we conduct an Eligible Tender Offer, we anticipate that funds to pay the aggregate purchase price of common shares accepted for purchase pursuant to the tender offer will be first derived from any cash on hand and then from the proceeds from the sale of portfolio investments. In addition, we may be required to dispose of portfolio investments in connection with any reduction in our outstanding leverage necessary in order to maintain our desired leverage ratios following an Eligible Tender Offer. The risks related to the disposition of portfolio investments in connection with our termination also would be present in connection with the disposition of portfolio investments in connection with an Eligible Tender Offer. It is likely that during the pendency of an Eligible Tender Offer, and possibly for a time thereafter, we will hold a greater than normal percentage of our total assets in money market mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. government or its instrumentalities or agencies, high quality, short-term money market instruments, short-term debt securities, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper or other liquid debt securities, which may adversely affect our investment performance. If our tax basis for the portfolio investments sold is less than the sale proceeds, we will recognize capital gains, which we will be required to distribute to common shareholders. In addition, our purchase of tendered common shares pursuant to an Eligible Tender Offer will have tax consequences for tendering common shareholders and may have tax consequences for non-tendering common shareholders. The purchase of common shares pursuant to an Eligible Tender Offer will have the effect of increasing the proportionate interest in the Fund of non-tendering common shareholders. All shareholders remaining after an Eligible Tender Offer will be subject to proportionately higher expenses due to the reduction in our total assets resulting from payment for the tendered common shares. Such reduction in our total assets also may result in less investment flexibility, reduced diversification and greater volatility for the Fund, and may have an adverse effect on our investment performance.

We are not required to conduct an Eligible Tender Offer. Our Declaration of Trust provides that, following an Eligible Tender Offer, the Fund must have at least $100 million of net assets to ensure our continued viability (the “Termination Threshold”). If we conduct an Eligible Tender Offer, there can be no assurance that the number of tendered common shares would not result in our net assets totaling less than the Termination Threshold, in which case the Eligible Tender Offer will be terminated, no common shares will be repurchased pursuant to the Eligible Tender Offer and we will terminate on the Termination Date subject to permitted extensions. Following the completion of an Eligible Tender Offer in which the number of tendered common shares would result in our net assets totaling greater than the Termination Threshold, our Board of Directors may eliminate the Termination Date upon the affirmative vote of a majority of our Board of Directors and without a vote of our shareholders. Thereafter, we will have a perpetual existence. Our Adviser may have a conflict of interest in recommending to our Board of Directors that the Termination Date be eliminated and we have a perpetual existence. We are not required to conduct additional tender offers following an Eligible Tender Offer and conversion to perpetual existence. Therefore, remaining common shareholders may not have another opportunity to participate in a tender offer. Shares of closed-end management investment companies frequently trade at a discount from their net asset value, and as a result remaining common shareholders may only be able to sell their common shares at a discount to net asset value

Essential Asset-Based Investing Risks. Our focus on essential asset-based investments means that our performance will be closely tied to the performance of issuers or projects in essential asset sectors such as the education, housing, healthcare, social and human services, power, water, energy, infrastructure, basic materials, industrial, transportation and telecommunications sectors and the fiscal and financial health of issuers of municipal securities funding essential asset projects. The concentration of our investments in these sectors may present more risk than if we were broadly diversified over numerous industries and sectors of the economy. A downturn in one or more of these sectors would have a greater impact on us than on a fund that does not focus on essential asset-based investments. The performance of the securities of issuers in multiple essential asset sectors may react similarly to certain market, economic and other factors. This correlation may be higher during periods of market stress, and there may be times when the performance of securities of issuers in multiple essential asset sectors lags the performance of the market as a whole. There can be no assurance that the allocation of our assets among securities of issuers across the range of essential asset sectors will provide our common shareholders with any of the benefits typically associated with sector diversification.

In addition, our portfolio will be subject to sector specific risks of the energy and energy infrastructure sector, sustainable infrastructure sector and social infrastructure sector. Accordingly, we expect that the performance of our investment portfolio will be closely tied to the performance of these sectors. Risks inherent in the businesses of such companies may include:

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Operating Risk. Energy and infrastructure companies are subject to many operating risks, including equipment failure causing outages; structural, maintenance, impairment and safety problems; transmission or transportation constraints, inoperability or inefficiencies; dependence on a specified fuel source; changes in electricity and fuel usage; availability of competitively priced alternative energy sources; changes in generation efficiency and market heat rates; lack of sufficient capital to maintain facilities; significant capital expenditures to keep older assets operating efficiently; seasonality; changes in supply and demand for energy; catastrophic and/or weather-related events such as spills, leaks, well blowouts, uncontrollable flows, ruptures, fires, explosions, floods, earthquakes, hurricanes, discharges of toxic gases and similar occurrences; storage, handling, disposal and decommissioning costs; and environmental compliance.

The energy and infrastructure sectors are cyclical and from time to time may experience a shortage of drilling rigs, equipment, supplies or qualified personnel. A company may not be able to successfully and timely complete capital improvements to existing or other capital projects, which could subject the company to additional costs and/or the write-off of its investment in the project or improvement. The marketability of oil and gas production depends in large part on the availability, proximity and capacity of pipeline systems owned by third parties. Oil and gas properties are subject to royalty interests, liens and other burdens, encumbrances, easements or restrictions, all of which could impact the production of a particular energy company. Oil and gas companies operate in a highly competitive and cyclical industry, with intense price competition. A significant portion of their revenues may depend on a relatively small number of customers, including governmental entities and utilities.

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Energy companies engaged in interstate pipeline transportation of natural gas, refined petroleum products and other products are subject to federal regulation with respect to the tariff rates these companies may charge for pipeline transportation services. An adverse determination with respect to the tariff rates of an energy company could have a detrimental effect on its business. Clean energy-related investments are subject to many of the same operating risks that apply to traditional energy companies, as described above. Such companies can also be negatively affected by lower energy output resulting from variable inputs, mechanical breakdowns, faulty technology, competitive electricity markets or changing laws that mandate the use of renewable energy sources by electric utilities. In addition, companies that engage in energy efficiency projects may be unable to protect their intellectual property or face declines in the demand for their services due to changing governmental policies or budgets, among other things.

Recently imposed tariffs on imports could affect a number of energy sectors, including oil, gas, solar and wind sectors by increasing operating costs.

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Construction Risk. To the extent we invest in projects that involve significant construction, including but not limited to clean energy-related investments, such projects are subject to construction risk. Construction delays may adversely affect companies that generate power from clean sources. The ability of these projects to generate revenues will often depend upon their successful completion of the construction and operation of generating assets. Capital equipment for renewable energy projects needs to be manufactured, shipped to project sites, installed and tested on a timely basis. In addition, on-site roads, substations, interconnection facilities and other infrastructure all need to be either built or purchased and installed by the operating companies of these projects. Construction phases may not be completed or may be substantially delayed, as a result of inclement weather, labor disruptions, technical complications or other reasons, and material cost over-runs may be incurred, which may result in such projects being unable to earn positive income, which could negatively impact the market values of our Direct Investments in clean energy-related issuers.

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Regulatory Risk. Energy and infrastructure companies, including sustainable and social infrastructure companies, are subject to regulation by governmental authorities in various jurisdictions and may be adversely affected by the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards. Regulation exists in multiple aspects of their operations, including reports and permits concerning exploration, drilling and production; how facilities are constructed, maintained and operated; how wells are spaced; the unitization and pooling of properties; environmental and safety controls, including emissions release, the reclamation and abandonment of wells and facility sites, remediation, protection of endangered species and the discharge and disposition of waste materials; offshore oil and gas operations; and the prices they may charge for the oil and gas produced or transported under federal and state leases and other products and services. Stricter laws, regulations or enforcement policies could be enacted in the future which may increase compliance costs and may adversely affect the financial performance of such companies. Additionally, future legislation may make significant changes to U.S. federal income tax laws, including the elimination of certain U.S. federal income tax benefits currently available to oil and gas exploration and production companies. The use of methods such as hydraulic fracturing may be subject to new or different regulation in the future. Any new state or federal regulations that may be imposed on hydraulic fracturing could result in additional permitting and disclosure requirements (including of substances used in the fracturing process) and in additional operating restrictions. The imposition of various conditions and restrictions on drilling and completion operations could lead to operational delays and increased costs and, moreover, could delay or effectively prevent the development of oil and gas from formations that would not be economically viable without the use of hydraulic fracturing.

The market for electricity generation projects is influenced by U.S. federal, state and local government regulations and policies concerning the electric utility industry, as well as policies promulgated by electric utilities. Customer purchases of, or further investment in the research and development of, clean energy technologies could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for clean energy project development and investments. For example, without certain major incentive programs and or the regulatory mandated exception for clean energy systems, utility customers are often charged interconnection or stand by fees for putting distributed power generation on the electric utility network. These fees could increase the cost to customers of using clean energy and make it less desirable.

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Environmental Risk. Energy and infrastructure company activities, including sustainable and social infrastructure company activities, are subject to stringent environmental laws and regulation by many federal, state and local authorities, international treaties and foreign governmental authorities. Failure to comply with such laws and regulations or to obtain any necessary environmental permits pursuant to such laws and regulations could result in fines or other sanctions. Congress and other domestic and foreign governmental authorities have either considered or implemented various laws and regulations to restrict or tax certain emissions, particularly those involving air and water emissions. Existing environmental regulations could be revised or reinterpreted, new laws and regulations could be adopted or become applicable, and future changes in environmental laws and regulations could occur, which could impose significant additional costs. Energy companies have made and will likely continue to make significant capital and other expenditures to comply with these and other environmental laws and regulations. There can be no assurance that such companies would be able to recover all or any increased environmental costs from their customers. In addition, energy companies may be responsible for environmentally-related liabilities, including any on-site liabilities associated with the environmental condition of facilities that it has acquired, leased or developed, or liabilities from associated activities, regardless of when the liabilities arose and whether they are known or unknown.

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Government Incentives Risk. The reduction or elimination of government economic incentives could impede growth of certain essential asset issuers including in particular clean energy companies. Because a significant portion of the revenues to the clean energy-related issuers in which we expect to invest are expected to involve the market for the international and domestic electricity grids, the reduction or elimination of government and economic incentives may adversely affect the growth of this market or result in increased price competition.

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Renewable Energy Risk. Renewable energy companies are dependent upon factors such as available solar resource, wind conditions, weather conditions and power generating equipment performance that may significantly impact the performance of such companies. Solar, wind and weather conditions generally have natural variations from season to season and from year to year and may also change permanently because of climate change or other factors. Solar and wind energy is highly dependent on weather conditions and, in particular, on available solar and wind conditions. Moreover, power generating equipment used generally by renewable energy companies is accompanied by the attendant costs of maintaining such equipment while in use and subject to risks of obsolescence associated with emerging and disruptive new technologies.

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Gas Risk. Gas transmission companies and gas distribution companies are undergoing significant changes. Many companies have diversified into oil and gas exploration and development, making returns more sensitive to energy prices. Gas utility companies have been adversely affected by disruptions in the oil industry and have also been affected by increased concentration and competition. In certain jurisdictions, acquisitions and dispositions in this industry might require regulatory approvals and be subject to significant regulatory requirements. Obtaining any such approvals and complying with any such regulatory requirements may be costly and/or time-consuming to obtain. For example, in the United States, interstate transmission companies are regulated by the Federal Energy Regulatory Commission (“FERC”), so certain of the Fund’s acquisitions and dispositions may be subject to FERC approval under the U.S. Federal Power Act, as amended.

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Commodity Price Volatility Risk. The volatility of energy commodity prices can significantly affect energy companies due to the impact of prices on the volume of commodities developed, produced, gathered and processed. In addition, the performance of clean energy-related investments may be affected by changes in the market price of electricity.

Historically, commodity prices have been cyclical and exhibited significant volatility, which may adversely impact the market prices, operations, cash flows and financial performance of our investments in the energy sector. Commodity prices fluctuate for several reasons, including changes in global and domestic energy market, general economic conditions, consumer demand, price and level of foreign imports, the impact of weather on demand, levels of domestic and worldwide supply, levels of production and imports, domestic and foreign governmental regulation, political instability, acts of war and terrorism, the success and costs of resource development, conservation and environmental protection efforts, competition from other sources, taxation and the availability of local, intrastate and interstate transportation systems.

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Supply and Demand Risk. A decrease in the exploration, production or development of natural gas, natural gas liquids, crude oil or refined petroleum products, or a decrease in the volume of such commodities, may adversely impact the financial performance and profitability of energy companies. Production declines and volume decreases could be caused by various factors, including changes in commodity prices, oversupply, depletion of resources, declines in estimates of proved reserves, catastrophic events affecting production, labor difficulties, political events, production variance from expectations, Organization of the Petroleum Exporting Countries (“OPEC”) actions, environmental proceedings, increased regulations, equipment failures and unexpected maintenance problems or outages, inability to obtain necessary permits or carry out new construction or acquisitions, unanticipated expenses, import supply disruption, increased competition from alternative energy sources and other events. Reductions in or prolonged periods of low prices for natural gas and crude oil can cause a given reservoir to become uneconomic for continued production earlier than it would if prices were higher.

A sustained decline in or varying demand for such commodities could also adversely affect the financial performance of energy companies. Factors that could lead to a decline in demand include economic recession or other adverse economic conditions, political and economic conditions in other natural resource producing countries including embargoes, hostilities in the Middle East, military campaigns and terrorism, OPEC actions, higher fuel taxes or governmental regulations, increases in fuel economy, consumer shifts to the use of alternative fuel sources, exchange rates and changes in commodity prices or weather.

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Water Risk. Water supply utilities are companies that collect, purify, distribute and sell water. In the United States and around the world the industry is highly fragmented because most of the supplies are owned by local authorities. Companies in this industry are generally mature and are experiencing little or no per capita volume growth. Water supply utilities are subject to the risk of existing or future environmental contamination, including, among others, soil and groundwater contamination as well as the delivery of contaminated water, as a result of the spillage of hazardous materials or other pollutants. Water supply utilities are also subject to the risk of increased costs, which may result from a number of factors, including fluctuations in water availability or costs associated with desalination.

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Public Infrastructure Risks. We may invest in public infrastructure projects that constitute significant strategic value to public or governmental bodies. Such assets may have a national or regional profile and may have monopolistic or oligopolistic characteristics. The very nature of these assets could create additional risks not common in other industry sectors. Given the national or regional profile and/or irreplaceable nature of certain strategic assets, such assets may constitute a higher risk target for terrorist acts or political actions, such as expropriation, which may negatively affect the operations, revenue, profitability or contractual relationships of investments. For example, in response to public pressure and/or lobbying efforts by specific interest groups, government entities may put pressure on these investments to reduce toll rates, limit or abandon planned rate increases and/or exempt certain classes of users from tolls. Given the essential nature of the services provided by certain public infrastructure, there is also a higher probability that if an owner of such assets fails to make such services available, users of such services may incur significant damage and may be unable to replace the supply or mitigate any such damage, thereby heightening the risks of third-party claims. These assets are also impacted by the interests of local communities and stakeholders, which may affect the operation of such assets. Certain of these communities may have or develop interests or objectives which are different from, or even in conflict with, the owners of such assets.

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Education Risks. Education facilities may be impacted by risks beyond their operating and financial performance, including being adversely impacted by changes in the political environment, public sentiment or regulation. This could cause a reduction or loss in funding from local, state and federal governments. Additionally, certain education facilities (such as charter schools) are also operated pursuant to charters granted by various state or other regulatory authorities and are dependent upon compliance with the terms of such charters in order to obtain funding from local, state and federal governments and we can be adversely affected by a facility’s failure to comply with its charter, an adverse audit or review, or non-renewal or revocation of a charter.

Equity Securities

Equity Securities Risk, Including Common Stock Risk. Market prices of common stocks and other equity securities may be affected by macroeconomic and other factors affecting the stock market in general, including changes in financial or political conditions that may affect particular industries or the economy in general and changes in investor sentiment. Prices of equity securities of individual issuers also can be affected by fundamentals unique to the issuer, including changes, or perceived changes, in the issuer’s business, financial condition or prospects, and may fall to zero in the event of the issuer’s bankruptcy. Equity security prices have historically experienced periods of significant volatility, particularly during recessions or other periods of financial stress, and can be expected to experience significant volatility in the future. The equity securities we hold may undergo sudden, unpredictable drops in price or long periods of price decline. There can be no assurance that the level of dividends paid with respect to the dividend paying equity securities in which we invest will be maintained. In addition, by writing covered call options on a portion of the listed equity securities in our investment portfolio, the capital appreciation potential of such securities will be limited.

The performance of certain of the equity securities in which we invest, including certain common stocks and the preferred equities and MLPs in which we invest, may be sensitive to changes in market interest rates and, accordingly, may be more highly correlated than the broader equity markets with the performance of debt securities, including the debt securities in which we invest. Accordingly, there can be no assurance that the allocation of our assets among equity and debt securities will provide our common shareholders with any of the benefits typically associated with asset class diversification.

Small- and Mid-Capitalization Company Risk. Investing in equity securities of small-capitalization and mid-capitalization companies may involve greater risks than investing in equity securities of larger, more established companies. Small-capitalization and mid-capitalization companies generally have limited product lines, markets and financial resources. Their equity securities may trade less frequently and in more limited volumes than the equity securities of larger, more established companies. Also, small-capitalization and mid-capitalization companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, the market prices of their equity securities may experience greater volatility and may decline more than those of large-capitalization companies in market downturns.

Preferred Equity Risk. The right of a holder of an issuer’s preferred equity to distributions, dividends and liquidation proceeds is junior to the rights of the issuer’s creditors, including holders of debt securities. Market prices of preferred equities may be subject to factors that affect debt and equity securities, including changes in market interest rates and changes, or perceived changes, in the issuer’s creditworthiness. Holders of preferred equity may suffer a loss of value if distribution or dividend rates are reduced or distributions or dividends are not paid. Under normal conditions, holders of preferred equity usually do not have voting rights with respect to the issuer. The ability of holders of preferred equity to participate in the issuer’s growth may be limited.

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Debt Securities

Debt Securities Risks. Investments in debt securities are generally subject to credit risk, extension risk, interest rate risk, prepayment risk and spread risk:

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Credit Risk. Credit risk is the risk that the market value of debt securities may decline if the issuer or the borrower, or a guarantor, defaults or otherwise becomes unable or unwilling, or is perceived to be unable or unwilling, to honor its financial obligations, such as making timely payments of principal or interest. We could lose money if the issuer of or borrower under, or a guarantor of, a debt security defaults or is unable or unwilling to make timely principal or interest payments. The lower quality or unrated securities in which we invest may present increased credit risk as compared to higher rated securities, including the possibility of default or bankruptcy.

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Extension Risk. During periods of rising market interest rates, it becomes more expensive for a borrower to refinance its existing debt obligations. During such periods, repayments of debt securities may occur more slowly than anticipated by the market because the issuer or borrower will prefer to pay interest at a lower rate. This may cause the market prices of such debt securities to decline.

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Interest Rate Risk. The market prices of debt securities typically decline in the event of increases in market interest rates, which are currently near historically low levels. Changes in government policy may cause market interest rates to rise, which may result in periods of market volatility or harm our performance and net asset value. Declines in market interest rates also may increase prepayments of debt securities, which, in turn, would increase prepayment risk. Debt securities with longer maturities tend to be more sensitive to changes in market interest rates, typically making their prices more volatile than securities with shorter maturities. The Federal Reserve recently raised the federal funds rate several times, and has indicated that it may continue to do so. Therefore, there is a risk that interest rates will rise, which will likely drive down bond prices.

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Prepayment, Call or Reinvestment Risk. Many issuers and borrowers have a right to prepay their debt securities prior to the stated maturity date. If market interest rates fall, an issuer or borrower may exercise this right in order to refinance its debt obligations at a lower rate. In that event, a holder of the issuer’s or borrower’s debt securities will not benefit from the rise in market price that normally accompanies a decline in market interest rates. Reinvestment risk is the risk that, upon the sale or repayment (at maturity or otherwise) of debt securities we hold, we will be required to reinvest the proceeds in debt securities paying lower interest rates than the debt securities that were sold or repaid. In this event, our distribution rate may decline. A decline in the income we receive from our investments is likely to have a negative effect on our market price, net asset value and/or overall return.

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Spread Risk. Wider credit spreads and decreasing market values typically represent a deterioration of a debt security’s credit soundness and a perceived greater likelihood or risk of default by the issuer. High Yield Securities Risks. High yield debt securities, commonly referred to as “junk” bonds, are debt securities rated below investment grade (i.e., BB+/Ba1 or lower) or unrated securities that our Adviser or Subadviser deems to be of comparable quality. These securities may be subject to greater levels of credit and liquidity risk than debt securities rated investment grade. In addition, high yield debt securities generally have greater price fluctuations, are less liquid and are more likely to experience a default than higher rated debt securities. High yield debt securities are considered predominately speculative with respect to the issuer’s continuing ability to make principal and interest payments. High yield debt securities are especially subject to adverse changes in general economic conditions and in the industries in which the issuers are engaged, to changes in the financial condition of the issuers and to price fluctuations in response to changes in interest rates.

During recessions, other periods of financial stress or periods of rising interest rates, highly leveraged issuers may experience financial stress that could adversely affect their ability to make payments of interest and principal and increase the possibility of default. The market prices of high yield debt securities have historically been subject to significant, rapid declines, reflecting an expectation that many issuers of such securities might experience financial difficulties. In these events, the yields on high yield debt securities rise dramatically, reflecting the risk that holders of such securities could lose a substantial portion of the value of their investment as a result of the issuers’ financial restructuring or default. It can be expected that similar market price declines will occur in the future. The market for high yield debt securities generally is thinner and less active than that for higher rated securities, which may limit our ability to sell such securities at fair value in response to changes in the economy or financial markets. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, also may decrease the market prices and liquidity of high yield debt securities, especially in a thinly traded market. Changes by NRSROs in their rating of a debt security may affect the market price of such security. Analysis of the creditworthiness of issuers of high yield debt securities may be more complex than for issuers of higher-quality debt securities, and our ability to achieve our investment objective may, to the extent we invest in high yield debt securities, be more dependent upon our Adviser’s credit analysis than would be the case if we were investing in higher-quality debt securities.

The corporate debt securities in which we invest generally will be high yield debt securities. Because the performance of high yield corporate debt securities, especially during periods of market stress, may be affected by changes, or perceived changes, in the issuer’s business, financial condition or prospects, the performance of our investments in high yield corporate debt securities may be correlated with the performance of equity securities, including the equity securities in which we invest. Accordingly, there can be no assurance that the allocation of our assets among equity and debt securities will provide our common shareholders with any of the benefits typically associated with asset class diversification.

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Defaulted Securities Risks. Defaulted securities are speculative and involve substantial risks in addition to the risks of investing in high yield securities or unrated securities of comparable quality that have not defaulted. We generally will not receive interest payments on the defaulted securities and there is a substantial risk that principal will not be repaid. We may incur additional expenses to the extent we are required to seek recovery upon a default in the payment of principal of or interest on our portfolio holdings. In any reorganization or liquidation proceeding relating to a defaulted security, we may lose the value of our entire investment or may be required to accept cash or securities with a value less than our original investment. Defaulted securities and any securities received in exchange for defaulted securities may be subject to restrictions on resale.

Bank Loan and Loan Participation Risks. Investing in bank loans involves risks that are additional to and different from those relating to investing in other types of debt securities. Any specific collateral used to secure a bank loan may decline in value or become illiquid, which would adversely affect the loan’s value. In the event of a borrower’s bankruptcy or other default, we could experience delays or limitations with respect to our ability to realize the benefits of the collateral securing a bank loan, and there can be no assurance regarding the value that may be obtained upon the sale of collateral. No active trading market may exist for certain bank loans or loan participations, which may impair our ability to realize full value in the event we need to sell a loan or loan participation and make it difficult for us to value the bank loans and loan participations in which we invest. Adverse market conditions may impair the liquidity of some actively traded bank loans and loan participations. To the extent that a secondary market does exist for certain bank loans and loan participations, the market may be subject to irregular trading activity and wide bid/ask spreads, which may result in limited liquidity and pricing transparency. In addition, bank loans and loan participations may be subject to restrictions on sales or assignment and generally are subject to extended settlement periods that may be longer than seven days.

Subordinated loans are lower in priority of payment than senior loans. Accordingly, they are typically lower rated and subject to greater risk that the cash flow of the borrower and the collateral securing the loan, if any, may be insufficient to meet scheduled payments after giving effect to the borrower’s senior debt obligations. Subordinated loans generally have greater price volatility than senior loans and may be less liquid. We may not be able to unilaterally enforce all rights and remedies under a bank loan and with regard to any associated collateral. If we purchase a loan participation, we generally will have no direct right to enforce compliance by the borrower with the terms of the loan agreement, and we may not directly benefit from the collateral securing the underlying debt obligation. As a result, we would be exposed to the credit risk of both the borrower under the bank loan and the lender selling the participation.

There is typically less available information about most bank loans than is the case for many other types of debt instruments. Bank loans may not be deemed to be “securities” for purposes of the federal securities laws, and bank loan investors may not have the protections of the anti-fraud provisions of the federal securities laws and must rely instead on contractual provisions in loan agreements and applicable common-law fraud protections.

Municipal-Related Securities Risks. The yields on, and market prices of, municipal-related securities are dependent on a variety of factors, including general conditions of the municipal securities market, the size of a particular offering, the maturity of the obligation and the rating of the particular issue. The ability of issuers of municipal-related securities to make timely payments of interest and repayments of principal may be diminished during general economic downturns including in respect of potential reallocations of cost burdens among federal, state and local governments or among parties involved with operating and managing our issuers. In addition, laws enacted in the future by Congress or state legislatures or referenda could extend the time for payment of principal and/or interest, or impose other constraints on enforcement of such obligations or on the ability of municipalities to levy taxes.

Issuers of municipal-related securities might seek protection under the bankruptcy laws. In the event of bankruptcy of such an issuer, we could experience delays in collecting principal and interest and we may not be able to collect all principal and interest to which we are entitled.

The availability of information in the municipal-related securities market is less than in other markets, increasing the difficulty of evaluating and valuing securities. As a result, our investment performance may be more dependent on the analytical abilities of our Adviser. The municipal-related securities we hold may be secured by payments to be made by private entities, and changes in market conditions affecting such securities, including the downgrade of a private entity obligated to make such payments, could have a negative impact on the value of our investments, the municipal-related securities market generally or our performance. We may invest in municipal-related securities that are unsecured. While such unsecured investments may benefit from the same or similar financial and other covenants available to indebtedness ranking ahead of the investments and may benefit from cross-default provisions and security over an issuer’s assets, some or all of such terms may not be part of particular investments. Moreover, our ability to influence an issuer’s affairs, especially during periods of financial distress or following an insolvency, is likely to be substantially less than that of senior creditors. For example, under typical subordination terms, senior creditors are able to block the acceleration of the debt or the exercise by debt holders of other rights they may have as creditors. Accordingly, we may not be able to take steps to protect our investments in a timely manner or at all and there can be no assurance that our rate of return objectives overall or any particular investment will be achieved. The municipal-related securities market is a highly fragmented market that is very technically driven and it is expected that there will be regional variations in economic conditions or supply-demand fundamentals. Because the Fund expects to invest less than 50% of its total assets in tax-exempt municipal-related securities, the Fund does not expect to be eligible to pay “exempt interest dividends” to shareholders and interest on municipal-related securities will be taxable to shareholders of the Fund when received as a distribution from the Fund.

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In addition, our investments may be more sensitive to adverse economic, business and/or political developments if our investment portfolio includes a substantial portion of its assets in the securities of similar or related projects and/or types municipal-related securities (for example only, revenue bonds, general obligation bonds or private activity bonds) as such events may adversely affect a specific industry or local political and economic conditions, leading to declines in the creditworthiness and value of our investments. The secondary market for certain municipal-related securities, particularly below investment grade municipal-related securities, tends to be less well-developed or liquid than many other securities markets, which may adversely affect our ability to sell our investments at attractive prices.

Municipal leases and certificates of participation involve special risks not normally associated with general obligation or revenue bonds. Leases and installment purchase or conditional sale contracts (which typically provide for title to the leased asset to pass eventually to the governmental issuer) are typically utilized as a means for governmental issuers to acquire property and equipment without meeting constitutional and statutory requirements for the issuance of debt. The debt issuance limitations are deemed to be inapplicable because of the inclusion in many leases or contracts of “non-appropriation” clauses that relieve the governmental issuer of any obligation to make future payments under the lease or contract unless money is appropriated for such purpose by the appropriate legislative body on a yearly or other periodic basis. In addition, such leases or contracts may be subject to the temporary abatement of payments in the event the governmental issuer is prevented from maintaining occupancy of the leased premises or utilizing the leased equipment. Although the obligations may be secured by the leased equipment or facilities, the disposition of the property in the event of non-appropriation or foreclosure might prove difficult, time consuming and costly, and may result in a delay in recovering or the failure to fully recover our original investment. In the event of non-appropriation, an issuer would be in default, and taking ownership of the assets may be a remedy available to us, although we do not anticipate that such a remedy would normally be pursued. Certificates of participation, which represent interests in unmanaged pools of municipal leases or installment contracts, involve the same risks as the underlying municipal leases. In addition, we may be dependent upon the municipal authority issuing the certificates of participation to exercise remedies with respect to the underlying securities. Certificates of participation also entail a risk of default or bankruptcy, both of the issuer of the municipal lease and also the municipal agency issuing the certificate of participation.

The municipal-related securities in which we invest generally will be directly originated municipal securities. Directly originated securities represent obligations structured directly by a single purchaser, or a limited number of institutional purchasers, and the issuer, and are typically not rated by credit rating agencies. We expect that the directly originated municipal-related securities in which we invest generally will be deemed by our Adviser to be of comparable quality to securities rated below investment grade and that such securities will belong to relatively small issues. We expect that the directly originated municipal-related securities in which we invest will have limited trading markets and therefore will tend to be less liquid than municipal securities rated investment grade or issued by traditional municipal issuers. This may make it difficult for us to value the municipal-related securities in which we invest. In addition, we will likely be able to sell such municipal-related securities only in private transactions with another investor or group of investors, and there can be no assurance that we will be able to successfully arrange such transactions if and when we desire to sell any of our municipal related securities or, if successfully arranged, that we will be able to obtain favorable values upon the sale of our municipal-related securities in such transactions.

Additional risks for investing in municipal securities depending on the types of each securities include:

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Municipal Note Risks. Municipal notes are shorter term municipal debt obligations that typically provide interim financing in anticipation of tax collection, bond sales or revenue receipts. To the extent there is a shortfall in the anticipated proceeds, the notes may not be fully repaid by an issuer and our returns would be adversely affected.

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Private Activity Bond Risks. Private activity bonds are, in most cases, tax-exempt securities issued by states, municipalities or public authorities to provide funds, typically through a loan or lease arrangement, to a private entity for the purpose of financing construction or improvement of a facility to be used by the entity. Such bonds are secured typically by revenues derived from loan repayments or lease payments due from the entity, which may or may not be guaranteed by a parent entity or otherwise secured. Private activity securities generally are not secured by a pledge of the taxing power of the issuer of such bonds. Repayment of such securities generally depends on the revenues of a private entity and may be subject to additional risk of non-payment.

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General Obligation Bond Risks. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Timely payments by the issuer and the repayment of principal when due depend on its credit quality, ability to raise tax revenues and ability to maintain an adequate tax base. The taxing power of any governmental entity may be limited, however, by provisions of its state constitution or laws, and an entity’s creditworthiness will depend on many factors, including, for example only, potential erosion of its tax base due to population declines, natural disasters, declines in the state’s industrial base or inability to attract new industries, economic limits on the ability to tax without eroding the tax base, state legislative proposals or voter initiatives to limit ad valorem real property taxes and the extent to which the entity relies on federal or state aid, access to capital markets or other factors beyond the state’s or entity’s control.

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Revenue Bond Risks. Revenue bonds are payable only from the revenues derived from a particular facility or class of facilities or, in certain cases, from the proceeds of a special excise tax or other specific revenue source (for example, payments from the user of the facility being financed) and accordingly, the timely payment of interest and the repayment of principal in accordance with the terms of the revenue or special obligation bond depends on the economic viability of such facility or such revenue source.

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Moral Obligation Bond Risks. Moral obligation bonds are typically issued by special purpose public authorities. If an issuer of moral obligation bonds is unable to meet its obligations, the repayment of such bonds becomes a moral commitment but not a legal obligation of the state or municipality that created the special purpose public authority that issued the bonds.

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Municipal Commercial Paper Risks. Municipal commercial paper is typically unsecured and issued to meet short-term financing needs. The lack of security presents some risk of loss to us since, in the event of an issuer’s bankruptcy, unsecured creditors are repaid only after the secured creditors out of the assets, if any, that remain.

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Municipal Lease Obligation Risks. Certificates of participation issued by government authorities or entities to finance the acquisition or construction of equipment, land and/or facilities represent participations in a lease, an installment purchase contract or a conditional sales contract relating to such equipment, land or facilities and as with debt obligations, are subject to the risk of non-payment.

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Zero-Coupon Securities Risks. Interest on zero-coupon bonds is not paid on a current basis and accordingly, the values of such securities are subject to greater fluctuations than are the value of securities that distribute income regularly and may be more speculative than such bonds. Further, the values of zero coupon bonds may be highly volatile during periods when interest rates rise or fall.

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Tender Option Bond Risks. Investments in tender option bond transactions expose us to counterparty risk and leverage risk, as well as the risk of loss of principal.

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Variable Rate Demand Obligation Risks. If the bank or financial institution that is the counterparty on a VRDO is unable to pay, upon demand or at maturity, we may lose money.

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Financial Futures Risks. Trading in financial futures contracts may tend to be less liquid than trading in other futures contracts. The trading of futures contracts also is subject to certain market risks, such as inadequate trading activity, which could at times make it difficult or impossible to liquidate existing positions.

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Insured Municipal Bond Risks. Although municipal bond insurance is expected to protect us against losses caused by a bond issuer’s failure to make interest or principal payments, such insurance does not protect us or our investors against losses caused by declines in a bond’s market value. Further, we cannot be certain that any insurance company will make these payments. In addition, if we purchase the insurance, we will bear any related premiums and other related costs, which will reduce our returns.

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Participation Note Risks. Because a participation note is an obligation of the issuer, rather than a direct investment in shares of the underlying security or basket of securities, we may suffer losses potentially equal to the full value of the participation note if the issuer fails to perform its obligations.

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Pay-in-Kind Note Risks. An issuer’s ability to repay the principal of an investment in pay-in-kind notes may be dependent upon a liquidity event or the long-term success of such issuer, the occurrence of which is uncertain.

Operating and Financial Risks of Issuers and Impact of Other Issuers. One of the fundamental risks associated with our investments is credit risk, which is the risk that an issuer will be unable to make principal and interest payments on its outstanding debt obligations when due and the related risk that the value of a debt security may decline because of concerns about the issuer’s ability or willingness to make such payments. Because we may invest our assets in high yield securities or unrated securities of comparable quality, our credit risks are greater than those of funds that buy only investment grade securities. Investments in inverse floaters will increase our credit risk. Our return would be adversely impacted if an issuer of debt securities in which we invest becomes unable to make such payments when due. Issuers in which we invest could deteriorate as a result of, among other factors, adverse developments in their businesses, changes in the competitive environment or an economic downturn. As a result, issuers that we expect to be stable may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive position or may otherwise have a weak financial condition or be experiencing financial distress. In addition, we and other investment funds sponsored by our Adviser have made (and/or will in the future make) investments in issuers that have operations and assets in many jurisdictions. It is possible that the activities of one issuer may have adverse consequences on one or more other issuers (including our issuers), even in cases where the issuers are held by different Tortoise investment funds and have no other connection to each other.

Risks of Investments in Less Established Issuers. Although from time to time we will seek to make investments in respect of established issuers, we have not established any minimum size for the issuers in which we may invest and are expected to make investments in smaller, less established issuers. For example, such issuers may have shorter operating histories on which to judge future performance and, if operating, may have negative cash flow. In the case of start-up enterprises, such issuers may not have significant or any operating revenues. Less established issuers tend to have smaller capitalizations and fewer resources (including cash) and, therefore, often are more vulnerable to funding shortfalls and financial failure. In addition, less mature issuers could be deemed to be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any issuer in which we invest, we may suffer a partial or total loss of capital invested in that issuer. There can be no assurance that any such losses will be offset by gains (if any) realized on the Fund’s other investments.

U.S. Government Obligation Risks. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government, such securities are nonetheless subject to credit risk (i.e., the risk that the U.S. government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government. Other Investment Risks

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Liquidity Risk. Our Direct Investments will be highly illiquid, and we will likely be able to sell such securities only in private transactions with another investor or group of investors, and there can be no assurance that we will be able to successfully arrange such transactions if and when we desire to sell any of our Direct Investments or, if successfully arranged, that we will be able to obtain favorable values upon the sale of our Direct Investments in such transactions. In addition, our investments in debt securities may expose us to liquidity risk. The corporate debt securities in which we invest generally will be high yield debt securities, and these securities have historically been less liquid than securities rated investment grade, especially during periods of market stress. We expect that the directly originated municipal securities in which we invest will have limited trading markets and therefore will tend to be less liquid than municipal securities rated investment grade or issued by traditional municipal issuers.

With respect to our investments in listed equity securities, we may invest in securities of any market capitalization, including small- and mid-capitalization companies, and may be exposed to liquidity risk when trading volume, lack of a market maker, or legal restrictions impair our ability to sell particular securities or close call option positions at an advantageous price or a timely manner. We may invest in mid-capitalization and small-capitalization companies, which may be more volatile and more likely than large-capitalization companies to have narrower product lines, fewer financial resources, less management depth and experience and less competitive strength. In the event certain securities experience limited trading volumes, the prices of such securities may display abrupt or erratic movements at times. These securities may be difficult to sell at a favorable price at the times when we believe it is desirable to do so.

Private Company Securities Risk. Our investments in private companies may be subject to higher risk than investments in securities of public companies. Little public information may exist about many of the issuers of these securities, and we will be required to rely on the ability of our Adviser and Subadviser to obtain adequate information to evaluate the potential risks and returns involved in investing in these issuers. If our Adviser or Subadviser is unable to obtain all material information about the issuers of these securities, it may be difficult to make a fully informed investment decision, and we may lose some or all of our investment in these securities. These factors could subject us to greater risk than investments in securities of public companies and negatively affect our investment returns, which could negatively impact the dividends paid to you and the value of your investment. In addition, we will likely be able to sell our investments in private companies only in private transactions with another investor or group of investors, and there can be no assurance that we will be able to successfully arrange such transactions if and when we desire to sell any of our investments in private companies or, if successfully arranged, that we will be able to obtain favorable values upon the sale of our investments in private companies in such transactions.

Restricted Securities Risk, including Rule 144A Securities Risk. Restricted securities are less liquid than securities traded in the open market because of statutory and contractual restrictions on resale. Such securities are, therefore, unlike securities that are traded in the open market, which can be expected to be sold immediately if the market is adequate. This lack of liquidity may create special risks for us.

Restricted securities are subject to statutory and contractual restrictions on their public resale, which may make it more difficult to value them, may limit our ability to dispose of them and may lower the amount we could realize upon their sale. To enable us to sell our holdings of a restricted security not registered under the Securities Act, we may have to cause those securities to be registered. The expenses of registering restricted securities may be determined at the time we buy the securities. When we must arrange registration because we wish to sell the security, a considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that we could sell it. We would bear the risks of any downward price fluctuation during that period.

Rule 144A provides an exemption from the registration requirements of the Securities Act for the resale of certain restricted securities to qualified institutional buyers, such as us. However, an insufficient number of qualified institutional buyers interested in purchasing the Rule 144A-eligible securities that we hold could affect adversely the marketability of certain Rule 144A securities, and we might be unable to dispose of such securities promptly or at reasonable prices.

Non-U.S. Securities Risks. Investments in securities of non-U.S. issuers (including Canadian issuers) involve risks not ordinarily associated with investments in securities and instruments of U.S. issuers. For example, non-U.S. companies are not generally subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable to U.S. companies. Non-U.S. securities exchanges, brokers and companies may be subject to less government supervision and regulation than exists in the U.S. Dividend and interest income may be subject to withholding and other non-U.S. taxes, which may adversely affect the net return on such investments. Because we intend to limit our investments in securities issued by non-U.S. issuers (including Canadian issuers) to no more than 30% of our total assets, we will not be able to pass through to our shareholders any foreign income tax credits as a result of any foreign income taxes we pay. There may be difficulty in obtaining or enforcing a court judgment abroad. In addition, it may be difficult to effect repatriation of capital invested in certain countries. With respect to certain countries, there are also risks of expropriation, confiscatory taxation, political or social instability or diplomatic developments that could affect the Fund’s assets held in non-U.S. countries. There may be less publicly available information about a non-U.S. company than there is regarding a U.S. company. Non-U.S. securities markets may have substantially less volume than U.S. securities markets and some non-U.S. company securities are less liquid than securities of otherwise comparable U.S. companies. Non-U.S. markets also have different clearance and settlement procedures that could cause the Fund to encounter difficulties in purchasing and selling securities on such markets and may result in the Fund missing attractive investment opportunities or experiencing a loss. In addition, a portfolio that includes securities issued by non-U.S. issuers can expect to have a higher expense ratio because of the increased transaction costs in non-U.S. markets

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and the increased costs of maintaining the custody of such non-U.S. securities. When investing in securities issued by non-U.S. issuers, there is also the risk that the market price of such an investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates. We do not currently intend to hedge our exposure to non-U.S. currencies.

Investments in companies domiciled in the United Kingdom (“UK”), or that otherwise have significant ties to the UK, are subject to Brexit risk. Brexit risk is the risk that the exit of the UK from the European Union occurs in a disruptive manner. Potential effects of a disruptive Brexit include, but are not limited to, adverse effects on supply chains and labor markets, the potential for new taxes to be imposed on goods crossing borders, declining real estate markets and a weakening of the pound sterling. Emerging Market Securities Risks. Investments in securities of non-U.S. issuers located in emerging markets involve all of the risks generally applicable to investments in securities of non-U.S. issuers. These risks are heightened with respect to investments in emerging market securities. In addition, investments in emerging market securities are subject to a number of risks, including risks related to economic structures that are less diverse and mature than those of developed countries; less stable political systems and less developed legal systems; national policies that may restrict foreign investment; wide fluctuations in the value of investments, possibly as a result of significant currency exchange rate fluctuations; smaller securities markets making investments less liquid; and special custody arrangements.

Terrorism and Cybersecurity Risks. Essential asset issuers are subject to disruption as a result of terrorist activities and other geopolitical events, including upheaval in the Middle East or other energy-producing regions. Cyber hacking could also cause significant disruption and harm to essential asset issuers. The U.S. government has issued warnings that certain essential assets, specifically those related to energy infrastructure, including exploration and production facilities, pipelines and transmission and distribution facilities, might be specific targets of terrorist activity. Additionally, digital and network technologies (collectively, “cyber networks”) might be at risk of cyberattacks that could potentially seek unauthorized access to digital systems for purposes such as misappropriating sensitive information, corrupting data or causing operational disruption. Cyberattacks might potentially be carried out by persons using techniques that could range from efforts to electronically circumvent network security or overwhelm websites to intelligence gathering and social engineering functions aimed at obtaining information necessary to gain access.

Covered Call Risks. We cannot guarantee that our covered call option overlay strategy will be effective. There are several risks associated with transactions in options on securities, including:

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The use of options may require us to sell portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation we can realize on an investment or may cause us to hold a security we might otherwise sell. As the writer of a covered call option, we forego, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the exercise price of the call option, but retain the risk of loss should the price of the underlying security decline. Although such loss would be offset in part by the option premium received, in a situation in which the price of a particular stock on which we have written a covered call option declines rapidly and materially or in which prices in general on all or a substantial portion of the stocks on which we have written covered call options decline rapidly and materially, we could sustain material depreciation or loss to the extent we do not sell the underlying securities (which may require us to terminate, offset or otherwise cover our option position as well).

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There can be no assurance that a liquid market will exist when we seek to close out an option position. If we were unable to close out a covered call option that we had written on a security, we would not be able to sell the underlying security unless the option expired without exercise. Reasons for the absence of a liquid secondary market for exchange-traded options may include, but are not limited to, the following: (1) there may be insufficient trading interest; (2) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (3) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (4) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (5) the trading facilities may not be adequate to handle current trading volume; or (6) the relevant exchange could discontinue the trading of options. In addition, our ability to terminate OTC options may be more limited than with exchange-traded options and may involve the risk that counterparties participating in such transactions will not fulfill their obligations.

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•

If we fail to maintain any required asset coverage ratios in connection with any use by us of leverage, we may be required to redeem or prepay some or all of our leverage instruments. Such redemption or prepayment would likely result in our seeking to terminate early all or a portion of any option transaction. Early termination of an option could result in a termination payment by or to us. Hedging and Derivatives Risks. In addition to writing call options as part of our investment strategy, we may invest in derivative instruments for hedging or risk management purposes, and for short-term purposes such as maintaining market exposure pending investment of the proceeds of this offering or transitioning our portfolio between different asset classes. Our use of derivatives could enhance or decrease the cash available to us for payment of distributions or interest, as the case may be. Derivatives can be illiquid, may disproportionately increase losses and have a potentially large negative impact on our performance. Derivative transactions, including options on securities and securities indices and other transactions in which we may engage (such as forward currency transactions, futures contracts and options thereon and total return swaps), may subject us to increased risk of principal loss due to unexpected movements in stock prices, changes in stock volatility levels, interest rates and foreign currency exchange rates and imperfect correlations between our securities holdings and indices upon which derivative transactions are based. We also will be subject to credit risk with respect to the counterparties to any OTC derivatives contracts we enter into.

Interest rate transactions will expose us to certain risks that differ from the risks associated with our portfolio holdings. There are economic costs of hedging reflected in the price of interest rate swaps, floors, caps and similar techniques, the costs of which can be significant, particularly when long-term interest rates are substantially above short-term rates. In addition, our success in using hedging instruments is subject to our Adviser’s ability to predict correctly changes in the relationships of such hedging instruments to our leverage risk, and there can be no assurance that our Adviser’s judgment in this respect will be accurate. Consequently, the use of hedging transactions might result in a poorer overall performance, whether or not adjusted for risk, than if we had not engaged in such transactions. There is no assurance that the interest rate hedging transactions into which we enter will be effective in reducing our exposure to interest rate risk. Hedging transactions are subject to correlation risk, which is the risk that payment on our hedging transactions may not correlate exactly with our payment obligations on senior securities. To the extent there is a decline in interest rates, the market value of certain derivatives could decline and result in a decline in our net assets.

Counterparty Risk. The risk exists that a counterparty to a derivatives contract or other transaction in a financial instrument held by us or by a special purpose or structured vehicle in which we invest may become insolvent or otherwise fail to perform its obligations, including making payments to us, due to financial difficulties. We may obtain no or limited recovery in a bankruptcy or other reorganizational proceedings, and any recovery may be significantly delayed. Transactions that we enter into may involve counterparties in the financial services sector and, as a result, events affecting the financial services sector may cause our share value to fluctuate.

In the event of a counterparty’s (or its affiliate’s) insolvency, our ability to exercise remedies, such as the termination of transactions, netting of obligations and realization on collateral, could be stayed or eliminated under new special resolution regimes adopted in the United States, the European Union and various other jurisdictions. Such regimes generally provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty. In particular, the regulatory authorities could reduce, eliminate or convert to equity the liabilities us of a counterparty subject to such proceedings in the European Union (sometimes referred to as a “bail in”).

Operational Risks

Distribution Risks. We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. We cannot assure you that you will receive distributions at a particular level or at all. Dividends and distributions on equity securities are not fixed but are declared at the discretion of the issuer’s board of directors. If stock market volatility declines, the level of premiums from writing covered call options will likely decrease as well. Payments to close-out written call options will reduce amounts available for distribution from gains earned in respect of call option expiration or close out. A significant decline in the value of the securities in which we invest may negatively impact our ability to pay distributions or cause you to lose all or a part of your investment.

In addition, the 1940 Act may limit our ability to make distributions in certain circumstances. Restrictions and provisions in any future credit facilities and our debt securities also may limit our ability to make distributions. For federal income tax purposes, we are required to distribute substantially all of our net investment income each year to maintain our status as a RIC, to reduce our federal income tax liability and to avoid a potential excise tax. If our ability to make distributions on our common shares is limited, such limitations could, under certain circumstances, impair our ability to maintain our qualification for taxation as a RIC or result in our having an income or excise tax liability, which would have adverse consequences for our shareholders.

Market Discount Risk. Shares of closed-end investment companies frequently trade at a discount from net asset value. Continued development of alternative vehicles for investing in essential asset companies may contribute to reducing or eliminating any premium or may result in our common shares trading at a discount. The risk that our common shares may trade at a discount is separate from the risk of a decline in our net asset value as a result of investment activities.

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Additional Information (unaudited) (continued)

Whether shareholders will realize a gain or loss for federal income tax purposes upon the sale of their common shares depends upon whether the market value of the common shares at the time of sale is above or below the shareholder’s basis in such common shares, taking into account transaction costs, and it is not directly dependent upon our net asset value. Because the market price of our common shares will be determined by factors such as the relative demand for and supply of the shares in the market, general market conditions and other factors beyond our control, we cannot predict whether our common shares will trade at, below or above net asset value, or at, below or above the public offering price for our common shares.

Portfolio Turnover Risk. At times, particularly during our initial twelve months of operation, our portfolio turnover may be higher. High portfolio turnover involves greater transaction costs to us and may result in greater realization of capital gains, including short-term capital gains.

Valuation Risks. Our Direct Investments will typically consist of securities for which a liquid trading market does not exist. The fair value of these securities may not be readily determinable. We will value these securities in accordance with valuation procedures adopted by our Board of Directors. Our Board of Directors may use the services of an independent valuation firm to review the fair value of certain securities prepared by our Adviser. The types of factors that may be considered in fair value pricing of our investments include, as applicable, the nature and realizable value of any collateral, the issuer’s ability to make payments, the markets in which the issuer does business, comparison to publicly traded companies, discounted cash flow and other relevant factors. Because such valuations, and particularly valuations of non-traded securities and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates. The determination of fair value by our Board of Directors may differ materially from the values that would have been used if a liquid trading market for these securities existed. Our net asset value could be adversely affected if the determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposition of such securities.

Leverage Risks. Our use of leverage through the issuance of preferred shares or debt securities, and any borrowings or other transactions involving indebtedness (other than for temporary or emergency purposes), would be considered “senior securities” for purposes of the 1940 Act and create risks. Leverage is a speculative technique that may adversely affect common shareholders. If the return on investments acquired with borrowed funds or other leverage proceeds does not exceed the cost of the leverage, the use of leverage could cause us to lose money. Successful use of leverage depends on our Adviser’s ability to predict or hedge correctly interest rates and market movements, and there is no assurance that the use of a leveraging strategy will be successful during any period in which it is used. Because the fee paid to our Adviser and Subadviser will be calculated on the basis of Managed Assets, the fees will increase when leverage is utilized, giving our Adviser an incentive to utilize leverage.

Our issuance of senior securities involves offering expenses and other costs, including interest payments, that are borne indirectly by our common shareholders. Fluctuations in interest rates could increase interest or distribution payments on our senior securities and could reduce cash available for distributions on common shares. Increased operating costs, including the financing cost associated with any leverage, may reduce our total return to common shareholders.

The 1940 Act and/or the rating agency guidelines applicable to senior securities impose asset coverage requirements, distribution limitations, voting right requirements (in the case of the senior equity securities) and restrictions on our portfolio composition and our use of certain investment techniques and strategies. The terms of any senior securities or other borrowings may impose additional requirements, restrictions and limitations that are more stringent than those currently required by the 1940 Act, and the guidelines of the rating agencies that rate outstanding senior securities. These requirements may have an adverse effect on us and may affect our ability to pay distributions on common shares and preferred shares. To the extent necessary, we currently intend to redeem any senior securities to maintain the required asset coverage. Doing so may require that we liquidate portfolio securities at a time when it would not otherwise be desirable to do so.

Capital Markets Risks. In the event of an economic downturn or increased financial stress, the cost of raising capital in the debt and equity capital markets may increase, and the ability to raise capital may be limited. In particular, concerns about the general stability of financial markets and specifically the solvency of lending counterparties may impact the cost of raising capital from the credit markets through increased interest rates, tighter lending standards, difficulties in refinancing debt on existing terms or at all and reduced, or in some cases ceasing to provide, funding to borrowers. In addition, lending counterparties under existing revolving credit facilities and other debt instruments may be unwilling or unable to meet their funding obligations. As a result of any of the foregoing, we or the companies in which we invest may be unable to obtain new debt or equity financing on acceptable terms. If funding is not available when needed, or is available only on unfavorable terms, we or the companies in which we invest may not be able to meet obligations as they come due. Moreover, without adequate funding, essential asset companies may be unable to execute their growth strategies, complete future acquisitions, take advantage of other business opportunities or respond to competitive pressures, any of which could have a material adverse effect on their revenues and results of operations.

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Additional Information (unaudited) (continued)

Legal, Regulatory and Policy Risks. Legal and regulatory changes could occur that may adversely affect us, our investments and our ability to pursue our investment strategies and/or increase the costs of implementing such strategies. Certain changes have already been proposed and additional changes are expected. New or revised laws or regulations may be imposed by the SEC, the U.S. Commodity Futures Trading Commission (the “CFTC”), the Internal Revenue Service, the U.S. Federal Reserve or other governmental regulatory authorities or self-regulatory organizations that could adversely affect us. We also may be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by governmental regulatory authorities or self-regulatory organizations.

Instability in financial markets during and following the 2007–2009 global financial crisis led the U.S. government and foreign governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility, and in some cases a lack of liquidity. While economic and financial conditions in the United States and elsewhere have been recovering for several years, volatility remains and a perception that conditions remain fragile persists to some extent. Withdrawal of government support or investor perception that such efforts are not succeeding could adversely affect the market value and liquidity of certain securities.

In the event of future instability in financial markets, U.S. federal and state governments and foreign governments, their regulatory agencies or self-regulatory organizations may take additional actions that affect the regulation of the securities in which we invest, or the issuers of such securities, in ways that are unforeseeable and on an “emergency” basis with little or no notice, with the consequence that some market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions may be suddenly and/or substantially eliminated or otherwise negatively impacted. Given the complexities of the global financial markets and the limited timeframe within which governments may be required to take action, these interventions may result in confusion and uncertainty, which in itself may be materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and related regulatory developments have imposed comprehensive new regulatory requirements on swaps and swap market participants. The new regulatory framework includes: (1) registration and regulation of swap dealers and major swap participants; (2) requiring central clearing and execution of standardized swaps; (3) imposing margin requirements on swap transactions; (4) regulating and monitoring swap transactions through position limits and large trader reporting requirements; and (5) imposing record keeping and centralized and public reporting requirements, on an anonymous basis, for most swaps. The CFTC is responsible for the regulation of most swaps and has completed most of its rules implementing the Dodd-Frank Act swap regulations. The SEC has jurisdiction over a small segment of the market referred to as “security-based swaps,” which includes swaps on single securities or credits, or narrow-based indices of securities or credits, but has not yet completed its rulemaking. The implementation of the provisions of the Dodd-Frank Act by the SEC and the CFTC could adversely affect our ability to pursue our investment objective. The Dodd-Frank Act and the rules promulgated thereunder could, among other things, adversely affect the value of our investments, restrict our ability to engage in derivative transactions and/or increase the costs of such derivative transactions.

The CFTC and certain futures exchanges have established limits, referred to as “position limits,” on the maximum net long or net short positions which any person may hold or control in particular options and futures contracts; those position limits also may apply to certain other derivatives positions we may wish to take. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if we do not intend to exceed applicable position limits, it is possible that different clients managed by our Adviser, our Subadviser and their affiliates may be aggregated for this purpose. Therefore it is possible that the trading decisions of our Adviser or our Subadviser may have to be modified and that positions we hold may have to be liquidated in order to avoid exceeding such limits. The modification of investment decisions or the elimination of open positions, if it occurs, may adversely affect our performance.

Changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development, investment and support for clean energy initiatives, and any negative sentiments towards the United States as a result of such changes, could adversely affect the business of the essential asset companies in which we expect to invest. In addition, reduced immigration into the United States of educated professionals from overseas or negative sentiments towards the United States among non-U.S. employees or prospective employees could adversely affect the ability of the companies in which we expect to invest to hire and retain highly skilled employees. Any of these developments could have an adverse effect on the value of our investments.

The impact of continued trade tensions with China, or an escalation to a trade war, may adversely effect currencies, commodities and individual companies in which we invest. U.S. companies that source material and goods from China, and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the outcome of the trade tensions and the potential for a trade war could cause the dollar to decline against safe haven currencies, such as the Japanese yen and the euro.

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Additional Information (unaudited) (continued)

Subsidiary Risks. By investing in any Subsidiary, we will be indirectly exposed to the risks associated with such Subsidiary’s investments. The instruments that will be held by any Subsidiary will generally be similar to those that are permitted to be held by the Fund and will be subject to the same risks that apply to similar investments if held directly by the Fund. The Subsidiaries will not be registered under the 1940 Act, and, unless otherwise noted, will not be subject to all of the investor protections of the 1940 Act. However, we will wholly own and control any Subsidiary, and we and any Subsidiary will each be managed by our Adviser or our Subadviser and will share the same portfolio management teams. Our Board of Directors will have oversight responsibility for the investment activities of the Fund, including its investment in the Subsidiaries, and our role as sole shareholder of any Subsidiary. Changes in the laws of the United States and/or any jurisdiction in which a Subsidiary is formed could result in our inability or the inability of the Subsidiaries to operate as expected and could adversely affect the Fund. For example, changes in U.S. tax laws could affect the U.S. tax treatment of, or consequences of owning, the Fund or the Subsidiaries, including under the RIC rules.

Segregation and Coverage Risks. Certain portfolio management techniques, such as, among other things, entering into swap agreements, using reverse repurchase agreements, futures contracts or other derivative transactions, may be considered senior securities under the 1940 Act unless steps are taken to segregate our assets or otherwise cover our obligations. To avoid having these instruments considered senior securities, we segregate liquid assets with a value equal (on a mark-to-market basis) to our obligations under these types of transactions, enter into offsetting transactions or otherwise cover such transactions. In cases where we do not follow such procedures, such instruments may be considered senior securities and our use of such transactions will be required to comply with the restrictions on senior securities under the 1940 Act. We may be unable to use segregated assets for certain other purposes, which could result in us earning a lower return on our portfolio than we might otherwise earn if we did not have to segregate those assets in respect of or otherwise cover such portfolio positions. To the extent our assets are segregated or committed as cover, it could limit our investment flexibility. Segregating assets and covering positions will not limit or offset losses on related positions. Limitations on Transactions with Affiliates Risk. The 1940 Act limits our ability to enter into certain transactions with certain of our affiliates. As a result of these restrictions, we may be prohibited from buying or selling any security directly from or to any portfolio company that is considered our affiliate under the 1940 Act. However, we may under certain circumstances purchase any such portfolio company’s securities in the secondary market, which could create a conflict for our Adviser or Subadviser between our interests and the interests of the portfolio company, in that the ability of our Adviser or Subadviser, as applicable, to recommend actions in our best interests might be impaired.

The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, including Other Tortoise Accounts, which could include investments in the same issuer (whether at the same or different times). To the extent there is a joint transaction among us and Other Tortoise Accounts requiring exemptive relief, we may rely on an exemptive order from the SEC obtained by the Adviser and certain Other Tortoise Accounts that permits us, among other things, to co-invest with certain other persons, including certain Other Tortoise Accounts, subject to certain terms and conditions. Such relief may not cover all circumstances and we may be precluded from participating in certain transactions due to regulatory restrictions on transactions with affiliates. Anti-Takeover Provisions Risks. Our Declaration of Trust and Bylaws include provisions that could delay, defer or prevent other entities or persons from acquiring control of us, causing us to engage in certain transactions or modify our structure. These provisions may be regarded as “anti-takeover” provisions. Such provisions could limit the ability of common shareholders to sell their shares at a premium over the then-current market prices by discouraging a third party from seeking to obtain control of us.

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Office of the Company

and of the Investment Adviser

Tortoise Capital Advisors, L.L.C.

6363 College Boulevard, Suite 100A

Overland Park, KS 66211

(913) 981-1020

(913) 981-1021 (fax)
www.tortoiseecofin.com

Board of Directors of

Tortoise Energy Infrastructure Corp.

Tortoise Midstream Energy Fund, Inc.

Tortoise Pipeline & Energy Fund, Inc.

Tortoise Energy Independence Fund, Inc.

Tortoise Power and Energy Infrastructure Fund, Inc.

Ecofin Sustainable and Social Impact Term Fund

H. Kevin Birzer, Chairman

Tortoise Capital Advisors, L.L.C.

Rand C. Berney

Independent

Conrad S. Ciccotello

Independent

Alexandra Herger

Independent

Jennifer Paquette

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@tortoiseecofin.com

Stock Symbols

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

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.

6363 College Boulevard, Suite 100A

Overland Park, KS 66211

www.tortoiseecofin.com

(b) Not applicable.

Item 2. Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant’s Principal Executive Officer and its Principal Financial Officer. The Registrant has not made any changes to this code of ethics during the period covered by this report. The Registrant has not granted any waivers from any provisions of this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The Registrant’s Board of Directors has determined that there is at least one “audit committee financial expert” serving on its audit committee. Mr. Rand Berney is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) - (d) The Registrant has engaged its principal accountant to perform audit services, audit-related services and tax services during the past two fiscal years. “Audit services” refer to performing an audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance (including preparation of tax returns), tax advice, and tax planning. The following table details the approximate amounts of aggregate fees billed to the Registrant for the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

	FYE 11/30/2023	FYE 11/30/2022
Audit Fees	$ 90,200	$ 85,100
Audit-Related Fees	—	—
Tax Fees	$ 50,469	$ 40,534
All Other Fees	—	—

(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve (i) the selection of the Registrant’s independent registered public accounting firm, (ii) the engagement of the independent registered public accounting firm to provide any non-audit services to the Registrant, (iii) the engagement of the independent registered public accounting firm to provide any non-audit services to the Adviser or any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Registrant, if the engagement relates directly to the operations and financial reporting of the Registrant, and (iv) the fees and other compensation to be paid to the independent registered public accounting firm. The Chairman of the audit committee may grant the pre-approval of any engagement of the independent registered public accounting firm for non-audit services of less than $10,000, and such delegated pre-approvals will be presented to the full audit committee at its next meeting. Under certain limited circumstances, pre-approvals are not required under securities

law regulations for certain non-audit services below certain de minimis thresholds. Since the adoption of these policies and procedures, the audit committee has pre-approved all audit and non-audit services provided to the Registrant by the principal accountant.

(e)(2) None of these services provided by the principal accountant were approved by the audit committee pursuant to the de minimis exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.

(f) All of the principal accountant’s hours spent on auditing the Registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

(g) In the Registrant’s fiscal years ended November 30, 2023, and 2022, the Adviser was billed approximately $33,850 and $29,850 in fees, respectively, for tax and other non-audit services provided to the Adviser. In the Registrant’s fiscal year ended November 30, 2023, and fiscal year ended November 30, 2022, the aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant was $50,469 and $40,534, respectively. In the Registrant’s fiscal year ended November 30, 2023, and fiscal year ended November 30, 2022, the aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s Adviser, and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the registrant was $84,319 and $70,384, respectively.

(h) The audit committee has considered whether the principal accountant’s provision of services (other than audit services) to the Registrant, the Adviser or any entity controlling, controlled by, or under common control with the Adviser that provides services to the Registrant is compatible with maintaining the principal accountant’s independence in performing audit services.

(i) - (j) Not applicable.

Item 5. Audit Committee of Listed Registrants.

The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, and is comprised of Mr. Conrad S. Ciccotello, Mr. Rand C. Berney, Ms. Jennifer Paquette and Ms. Alexandra A. Herger.

Item 6. Investments.

(a)

Schedule of Investments is included as part of the report to shareholders filed under Item 1.

(b)

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Copies of the proxy voting policies and procedures of the Registrant and the Adviser are attached hereto as Exhibit 99.VOTEREG and Exhibit 99.VOTEADV, respectively.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Unless otherwise indicated, information is presented as of November 30, 2023.

Portfolio Managers

As of the date of this filing, primary responsibility for the day-to-day management of the Registrant’s portfolio is the joint responsibility of a team of portfolio managers consisting of Brian A. Kessens, James R. Mick, Matthew G.P. Sallee, Robert J. Thummel, Jr., and Stephen Pang. Biographical information about each portfolio manager named above as of the date of this filing is set forth below.

Name and Address*	Position(s) Held with Company and Length of Time Served	Principal Occupation During Past Five Years
Brian A. Kessens	N/A	Managing Director of the Adviser since January 2015 and a member of the Investment Committee of the Adviser since June 30, 2015; Senior Portfolio Manager of the Adviser since February 2019; Portfolio Manager of the Adviser from July 2013 to January 2019; CFA designation since 2006.
James R. Mick	N/A	Managing Director of the Adviser since January 2014 and a member of the Investment Committee of the Adviser since June 30, 2015; Portfolio Manager of the Adviser since July 2013; Senior Investment Analyst of the Adviser from June 2012 to July 2013; Investment Analyst of the Adviser from 2011 to June 2012; Research analyst of the Adviser from 2006 to 2011. CFA designation since 2010.
Matthew G.P. Sallee	President since June 2015	Managing Director of the Adviser since January 2014 and a member of the Investment Committee of the Adviser since June 30, 2015; Senior Portfolio Manager of the Adviser since February 2019; Portfolio Manager of the Adviser from July 2013 to January 2019; CFA designation since 2009.
Robert J. Thummel, Jr.	N/A	Managing Director of the Adviser since January 2014 and a member of the Investment Committee of the Adviser since June 30, 2015; Senior Portfolio Manager of the Adviser since February 2019; Portfolio Manager of the Adviser from July 2013 to January 2019.
Stephen Pang	N/A	Managing Director of the Adviser since January 2019; Portfolio Manager of the Adviser since January 2018; Director of the Adviser from January 2017 to January 2019; Investment Analyst of the Adviser from January 2015 to January 2017; Vice President of Tortoise Pipeline & Energy Fund, Inc. from May 2017 to December 2020.CFA designation since 2016.

*The address of each portfolio manager is 6363 College Boulevard, Suite 100A, Overland Park, Kansas 66211.

The Adviser also serves as the investment adviser to Tortoise Energy Infrastructure Corporation, Tortoise Pipeline & Energy Fund, Inc., Tortoise Energy Independence Fund, Inc., Tortoise Power and Energy Infrastructure Fund, Inc. and Ecofin Sustainable and Social Impact Term Fund.

The following table provides information about the other accounts managed on a day-to-day basis by each of the portfolio managers as of November 30, 2023:

Name of Manager	Number of Accounts	Total Assets of Accounts	Number of Accounts Paying a Performance Fee	Total Assets of Accounts Paying a Performance Fee
Brian A. Kessens
Registered investment companies	7	$3,526,283,977	-	-
Other pooled investment vehicles	2	$77,786,902	-	-
Other accounts	347	$2,683,370,460	8	$1,015,666,402
James R. Mick
Registered investment companies	7	$3,526,283,977	-	-
Other pooled investment vehicles	2	$77,786,902	-	-
Other accounts	347	$2,683,370,460	8	$1,015,666,402
Matthew G.P. Sallee
Registered investment companies	7	$3,526,283,977	-	-
Other pooled investment vehicles	2	$77,786,902	-	-
Other accounts	347	$2,683,370,460	8	$1,015,666,402
Robert J. Thummel, Jr.
Registered investment companies	7	$3,526,283,977	-	-
Other pooled investment vehicles	2	$77,786,902	-	-
Other accounts	347	$2,683,370,460	8	$1,015,666,402
Stephen Pang
Registered investment companies	6	$3,026,507,057	-	-
Other pooled investment vehicles	1	$69,811,054	-	-
Other accounts	347	$2,683,370,460	8	$1,015,666,402

Material Conflicts of Interest

Conflicts of interest may arise from the fact that the Adviser and its affiliates carry on substantial investment activities for other clients, in which the Registrant has no interest, some of which may have investment strategies similar to the Registrant. In addition, conflicts of interest may arise from the fact that a related person of the Adviser has an interest in a limited liability company client, similar to a general partner interest in a partnership, for which the Adviser also serves as manager. The Adviser or its affiliates may have financial incentives to favor certain of these accounts over the Registrant. For example, the Adviser may have an incentive to allocate potentially more favorable investment opportunities to other funds and clients that pay the Adviser an incentive or performance fee. Performance and incentive fees also create the incentive to allocate potentially riskier, but potentially better performing, investments to such funds and other clients in an effort to increase the incentive fee. The Adviser also may have an incentive to make investments in one fund, having the effect of increasing the value of a security in the same issuer held by another fund or client, which in turn, may result in an incentive fee being paid to the Adviser by that other fund or client. Any of the Adviser’s or its affiliates’ proprietary accounts or other customer accounts may compete with the Registrant for specific trades. The Adviser or its affiliates may give advice and recommend securities to, or buy or sell securities for, other accounts and customers, which advice or securities recommended may differ from advice given to, or securities recommended or bought or sold for, the Registrant, even though their investment objectives may be the same as, or similar to, the Registrant’s objectives. The Adviser has written allocation policies and procedures designed to address potential conflicts of interest. For instance, when two or more clients advised by the Adviser or its affiliates seek to purchase or sell the same publicly traded securities, the securities actually purchased or sold will be allocated among the clients on a good faith equitable basis by the Adviser in its discretion and in accordance with the clients’ various investment objectives and the Adviser’s procedures. In some cases, this system may adversely affect the price or size of the position the Registrant may obtain or sell. In other cases, the Registrant’s ability to participate in volume transactions may produce better execution for it. When possible, the Adviser combines all of the trade orders into one or more block orders, and each account participates at the average unit or share price obtained in a block order. When block orders are only partially filled, the Adviser considers a number of factors in determining how allocations are made, with the overall goal to allocate in a manner so that accounts are not preferred or disadvantaged over time. The Adviser also

has allocation policies for transactions involving private placement securities, which are designed to result in a fair and equitable participation in offerings or sales for each participating client.

The Adviser also serves as investment adviser for five other publicly traded management investment companies, all of which invest in the energy sector.

The Adviser will evaluate a variety of factors in determining whether a particular investment opportunity or strategy is appropriate and feasible for the relevant account at a particular time, including, but not limited to, the following: (1) the nature of the investment opportunity taken in the context of the other investments at the time; (2) the liquidity of the investment relative to the needs of the particular entity or account; (3) the availability of the opportunity (i.e., size of obtainable position); (4) the transaction costs involved; and (5) the investment or regulatory limitations applicable to the particular entity or account. Because these considerations may differ when applied to the Registrant and relevant accounts under management in the context of any particular investment opportunity, the Registrant’s investment activities, on the one hand, and other managed accounts, on the other hand, may differ considerably from time to time. In addition, the Registrant’s fees and expenses will differ from those of the other managed accounts. Accordingly, stockholders should be aware that the Registrant’s future performance and the future performance of the other accounts of the Adviser may vary.

From time to time, the Adviser may seed proprietary accounts for the purpose of evaluating a new investment strategy that eventually may be available to clients through one or more product structures. Such accounts also may serve the purpose of establishing a performance record for the strategy. The Adviser’s management of accounts with proprietary interests and nonproprietary client accounts may create an incentive to favor the proprietary accounts in the allocation of investment opportunities, and the timing and aggregation of investments. The Adviser’s proprietary seed accounts may include long-short strategies, and certain client strategies may permit short sales. A conflict of interest arises if a security is sold short at the same time as a long position, and continuously short selling in a security may adversely affect the stock price of the same security held long in client accounts. The Adviser has adopted various policies to mitigate these conflicts, including policies that require the Adviser to avoid favoring any account, and that prohibit client and proprietary accounts from engaging in short sales with respect to individual stocks held long in client accounts. The Adviser’s policies also require transactions in proprietary accounts to be placed after client transactions.

Situations may occur when the Registrant could be disadvantaged because of the investment activities conducted by the Adviser and its affiliates for their other accounts. Such situations may be based on, among other things, the following: (1) legal or internal restrictions on the combined size of positions that may be taken for the Registrant or the other accounts, thereby limiting the size of the Registrant’s position; (2) the difficulty of liquidating an investment for the Registrant or the other accounts where the market cannot absorb the sale of the combined position; or (3) limits on co-investing in negotiated transactions under the Investment Company Act of 1940.

The 1940 Act limits our ability to co-invest in negotiated private placements of securities with our affiliates, including other funds managed by the Adviser. We and our Adviser have received exemptive relief from the SEC that permits certain co-investment transactions. In this regard, our Adviser has the ability to allocate investment opportunities of certain negotiated transactions between us, other funds registered under the 1940 Act and other accounts managed by our Adviser pro rata based on available capital, up to the amount proposed to be invested by each. All accounts generally are required to participate on the same terms. Pursuant to the exemptive order, our Adviser will be required to provide the board of directors of each participating registered fund with certain information concerning the relevant investment. A majority (as defined in section 57(o) of the 1940 Act) of the directors eligible to consider the co-investment

transaction of each participating registered fund must approve such registered fund’s participation in the co-investment transaction.

To the extent that the Adviser sources and structures private investments in master limited partnerships (“MLPs”), certain employees of the Adviser may become aware of actions planned by MLPs, such as acquisitions, which may not be announced to the public. It is possible that the Registrant could be precluded from investing in or selling securities of an MLP about which the Adviser has material, non-public information; however, it is the Adviser’s intention to ensure that any material, non-public information available to certain employees of the Adviser is not shared with the employees responsible for the purchase and sale of publicly traded MLP securities or to confirm prior to receipt of any material non-public information that the information will shortly be made public. The Registrant’s investment opportunities also may be limited by affiliations of the Adviser or its affiliates with energy infrastructure companies.

The Adviser and its principals, officers, employees, and affiliates may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts of interest with respect to investments made on the Registrant’s behalf. As a result of differing trading and investment strategies or constraints, positions may be taken by principals, officers, employees, and affiliates of the Adviser that are the same as, different from, or made at a different time than positions taken for the Registrant. Further, the Adviser may at some time in the future, manage additional investment funds with the same investment objective as the Registrant’s.

Compensation

None of Messrs. Kessens, Mick, Sallee, Thummel, or Pang receives any direct compensation from the Registrant or any other of the managed accounts reflected in the table above. All such accounts are managed by the Adviser. The team is motivated and retained through a market-based compensation structure. Each of Messrs. Kessens, Mick, Sallee, Thummel, and Pang has entered into an employment agreement with the Adviser. Under these employment-related contracts, they receive base salary compensation and are eligible for an annual bonus. A portion of the bonus amount may be deferred for certain key employees and may increase over a defined vesting period based on a measured rate of return tied to the firm’s performance. Additional benefits received by Messrs. Kessens, Mick, Sallee, Thummel, and Pang are normal and customary employee benefits generally available to all full-time employees. Each of Messrs. Kessens, Mick, Sallee, Thummel, and Pang owns an equity interest in TortoiseEcofin Investments, LLC that is a minority owner of the Adviser, and each thus benefits from increases in the net income of the Adviser.

Securities Owned in the Registrant by Portfolio Managers

The following table provides information about the dollar range of equity securities in the Registrant beneficially owned by each of the portfolio managers as of November 30, 2023:

Portfolio Manager	Aggregate Dollar Range of Holdings in the Registrant
Brian A. Kessens	$10,001 - $50,000
James R. Mick	$1 - $10,000
Matthew G.P. Sallee	$10,001 - $50,000
Robert J. Thummel, Jr.	$1 - $10,000
Stephen Pang	None

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

*Period*	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Month #1 6/1/23-6/30/23	0	$0	0	$0
Month #2 7/1/23-7/31/23	0	$0	0	$0
Month #3 8/1/23-8/31/23	0	$0	0	$0
Month #4 9/1/23-9/30/23	0	$0	0	$0
Month #5 10/1/23-10/31/23	0	$0	0	$0
Month #6 11/1/23-11/30/23	268,032	$39.55	268,032	$0
Total	268,032	$39.55	268,032	$0

The purchases above were made pursuant to the conditional tender offer approved by the Board of Directors of the Registrant. Pursuant to the offer, the Fund offered to purchase up to 5% of the Fund’s outstanding shares of common stock for cash at a price equal to 98% of net asset value (NAV), as determined on expiration date of the tender offer if the shares traded at an average discount to NAV of more than 10% during the designated measurement periods. The measurement period for year 2023 ended on July 31, 2023, and it was determined that a tender offer would be executed in the Fund. On November 7, 2023, Tortoise announced the final results of the cash tender offer, which commenced on October 2, 2023, and expired on November 1, 2023. NTG purchased 268,032 shares on a pro-rated basis at purchase price of $39.55 per share.

Item 10. Submission of Matters to a Vote of Security Holders.

None.

Item 11. Controls and Procedures.

(a) The Registrant’s Chief Executive Officer, and its Principal Financial Officer and Treasurer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) For the fiscal year ended November 30, 2022, management determined that the historical accounting for the period was incorrect, resulting in subsequent enhancements to the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) for the fiscal year ended November 30, 2023. There were no other changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities For Closed-End Management Investment Companies.

The Registrant does not participate in securities lending activities.

Item 13. Exhibits.

(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the Registrant intends to satisfy Item 2 requirements through filing of an exhibit. Filed herewith.

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. None.

(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)

Tortoise Midstream Energy Fund, Inc.

By (Signature and Title)	/s/ P. Bradley Adams
	P. Bradley Adams, Chief Executive Officer

Date February 8, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By (Signature and Title)	/s/ P. Bradley Adams
	P. Bradley Adams, Chief Executive Officer

Date February 8, 2024

By (Signature and Title)	/s/ Courtney Gengler
	Courtney Gengler, Principal Financial Officer and Treasurer

Date February 8, 2024

EX-99.CERT

CERTIFICATIONS

I, P. Bradley Adams, certify that:

1. I have reviewed this report on Form N-CSR of Tortoise Midstream Energy Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 8, 2024	/s/ P. Bradley Adams
	P. Bradley Adams
	Chief Executive Officer

EX-99.CERT

CERTIFICATIONS

I, Courtney Gengler, certify that:

1. I have reviewed this report on Form N-CSR of Tortoise Midstream Energy Fund, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 8, 2024	/s/ Courtney Gengler
	Courtney Gengler
	Principal Financial Officer and Treasurer

EX-99.906CERT

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Tortoise Midstream Energy Fund, Inc. does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of Tortoise Midstream Energy Fund, Inc. for the year ended November 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of Tortoise Midstream Energy Fund, Inc. for the stated period.

/s/ P. Bradley Adams
P. Bradley Adams
Chief Executive Officer
Tortoise Midstream Energy Fund, Inc.

Dated: February 8, 2024

/s/ Courtney Gengler
Courtney Gengler
Principal Financial Officer and Treasurer
Tortoise Midstream Energy Fund, Inc.

Dated: February 8, 2024

This certification is being furnished pursuant to Item 13(b) of Form N-CSR and Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Tortoise Midstream Energy Fund, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934.

TORTOISE MIDSTREAM ENERGY FUND, INC.

CODE OF ETHICS FOR principal executive officer and
PRINCIPAL FINANCIAL OFFICER (“Officer code”)

INTRODUCTION

Tortoise Midstream Energy Fund, Inc. (the “Company”) requires the Principal Executive Officer, Principal Financial Officer or other Company Officer performing similar functions as set forth in Exhibit A (“Covered Officers”) to maintain the highest ethical and legal standards while performing their duties and responsibilities to the Company, with particular emphasis on those duties that relate to the preparation and reporting of financial information of the Company. The following overriding principles govern the conduct of Covered Officers:

Covered Officers shall act with honesty and integrity, avoiding actual or apparent conflicts of interest between personal and professional relationships and shall promptly report any potential conflicts.

Covered Officers shall not use their personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company or take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Company.

Covered Officers shall promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company and that are within the Covered Officer’s responsibility.

Covered Officers shall promote compliance with applicable laws and governmental rules and regulations.

Covered Officers shall promptly report violations of this Code.

Covered Officers are reminded of their obligations under the code of ethics of the Company and Tortoise Capital Advisors, LLC adopted under Rule 17j-l of the Investment Company Act of 1940, as amended (the “1940 Act”). The obligations under that code apply independently of this Officer Code and are not a part of this Officer Code.

CONFLICTS OF INTEREST

Overview. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to and seek to avoid situations that may give rise to actual as well as apparent conflicts of interest. A “conflict of interest” occurs when a Covered Officer’s other interests interfere with the interests of, or his or her service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as “affiliated persons” of the Company. The Company and its investment adviser have adopted compliance programs and procedures designed to prevent, or identify and correct, violations of these provisions. This Officer Code does not, and is not intended to, duplicate or replace these programs and procedures, and such conflicts fall outside of the parameters of this Officer Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationships between the Company and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Officer Code recognizes that Covered Officers will, in the normal course of their duties (whether formally for the Company or for the investment adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the investment adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the 1940 Act and the Advisers Act, such activities will be deemed to have been handled ethically.

Other conflicts of interest are covered by this Officer Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Advisers Act. The following list provides examples of conflicts of interest under this Officer Code, but Covered Officers should keep in mind that these examples are not exhaustive.

Disclosure of Potential Conflicts. Each Covered Officer shall provide prompt and full disclosure to the Code Compliance Officer (as defined below), in writing, prior to entering into any material transaction or relationship which may reasonably be expected to give rise to a conflict (other than conflicts arising from the advisory relationship). This includes, but is not limited to, the following:

service as a director, officer, partner, consultant or in any other key role with any company with which the Company has current or prospective business dealings;

the receipt by a Covered Officer and his or her family members of any gifts from any company with which the Company has current or prospective business dealings if it influences or gives the appearance of influencing the recipient;

the receipt of customary business amenities from any company with which the Company has current or prospective business dealings unless such amenity is business-related, reasonable in cost, appropriate as to time and place, and neither so frequent nor so costly as to raise any question of impropriety;

any ownership by a Covered Officer and his or her family members of significant financial interest in any company with which the Company has current or prospective business dealings, other than its investment adviser, principal underwriter, transfer agent or any affiliated person thereof; and

a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

DISCLOSURE AND COMPLIANCE

Each Covered Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Company.

Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Company and the adviser or its affiliates with the goal of promoting full, fair, accurate, timely and understandable disclosure in such reports and documents the Company files with, or submits to, the SEC.

Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the trustees and auditors of the Company, and to governmental regulators and self-regulatory organizations.

It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by laws, rules and regulations applicable to the Company.

REPORTING AND ACCOUNTABILITY

Upon adoption of the Officer Code (or thereafter as applicable, upon becoming a Covered Officer), each Covered Officer shall affirm in writing to the Code Compliance Officer that he or she has received, read and understands the Officer Code. Annually thereafter each Covered Officer shall affirm that he or she has complied with the requirements of the Officer Code.

Each Covered Officer shall notify the Code Compliance Officer promptly if he or she knows of any violation of this Officer Code. Failure to do so is itself a violation of this Officer Code.

A Covered Officer must not retaliate against any officer or employee of the Company or its affiliated persons for reports of potential violations that are made in good faith.

The provisions of this Officer Code, other than amendments to Exhibit A, and any waivers, including implicit waivers, shall be disclosed in accordance with SEC rules and regulations.

CODE ADMINISTRATION

Except as described below, the Code Compliance Officer is responsible for applying this Officer Code to specific situations in which questions may arise and has the authority to interpret this Officer Code in any particular situation. The Directors of the Company hereby designate the Company’s Chief Compliance Officer as the Code Compliance Officer. The Code Compliance Officer (or his designee) shall take all action he considers appropriate to investigate any actual or potential conflicts or violations reported to him.

Any matters that the Code Compliance Officer believes are a conflict or violation will be reported to the Audit Committee, which shall determine sanctions or other appropriate action. No Covered Officer who is a member of such committee may participate in any determination under this Officer Code. The Audit Committee shall be responsible for reviewing any requests for waivers from the provisions of this Officer Code. Any violations of this Officer Code, any waivers granted from the Officer Code and any potential conflicts and their resolution shall be reported to the Directors of the Company at the next regular meeting.

Any amendments to this Officer Code, other than amendments to Exhibit A and clerical or administrative corrections, must be approved or ratified by a majority vote of the Directors, including a majority of independent Directors.

CONFIDENTIALITY

All reports and records prepared or maintained pursuant to this Officer Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Officer Code, such matters shall not be disclosed to anyone other than the Directors, counsel to the Company and the investment adviser of the Company.

INTERNAL USE

The Officer Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance or legal conclusion.

* * * * *

EXHIBIT A

Persons Covered by this Code of Ethics

Name		Title

P. Bradley Adams		Principal Executive Officer

Courtney Gengler		Principal Financial Officer

Exhibit A amended effective July 14, 2021

PROXY VOTING POLICIES AND PROCEDURES

Introduction

Each investment company listed on Exhibit A hereto (each referred to as the “Company”) has adopted and implemented the following policies and procedures, which it believes are reasonably designed to ensure that proxies are voted in the best interests of the Company and its shareholders. In pursuing this policy, proxies should be voted in a manner that is intended to maximize shareholder value and all conflicts of interests should be resolved exclusively in favor of the Company.

Delegation

The Company hereby delegates responsibility for voting proxies for which it is entitled to vote to Tortoise Capital Advisors, L.L.C. (the “Adviser”) and the Adviser hereby accepts such delegation and agrees to vote proxies in accordance with these Policies and Procedures. The Adviser may delegate its responsibilities under these Policies and Procedures to a third party, including any sub-adviser to the Adviser with respect to the Company (a “Sub-Adviser”), provided that no such delegation shall relieve the Adviser of its responsibilities hereunder and the Adviser shall retain final authority and fiduciary responsibility for such proxy voting.

Proxy Voting Guidelines

The Adviser utilizes Glass Lewis to provide independent research on corporate governance, proxy and corporate responsibility issues. The Adviser reviews these voting recommendations and proxies are generally voted in accordance with such recommendations. The Adviser has adopted Glass Lewis’ proxy voting guidelines, which are applied to all Adviser proxy votes at the time proxy votes are submitted. The Adviser will consider additional information that may become available regarding a particular proposal. This additional information may include an issuer’s or a shareholder proponent’s subsequently filed additional definitive proxy materials. Proxies are generally voted in accordance with the Adviser’s proxy voting guidelines; however, the Adviser may opt to override the guidelines if it is decided to be the best interest of its clients, including the Company and its shareholders.

The Chief Executive Officer or their designee is responsible for monitoring Company actions and ensuring that proxies are voted in a timely manner. None of the Company, the Adviser or any Sub-Adviser is responsible for voting proxies it does not receive, but will make reasonable efforts to obtain missing proxies.

The Chief Executive Officer, or their designee, shall implement procedures to identify and monitor potential conflicts of interest that could affect the proxy voting process, including (i) significant client relationships of the Adviser; (ii) other potential material business relationships of the Adviser or the Company; and (iii) material personal and family relationships.

In the absence of contrary instructions received from the applicable Investment Committee of the Adviser, or a Managing Director of the Adviser designated by the Investment Committee, or any Sub-Adviser to whom proxy voting responsibilities have been delegated, all proxies will be voted in accordance with the Guidelines referenced in Exhibit B.

The Company, the Adviser, or any Sub-Adviser to whom proxy voting responsibilities have been delegated, may determine not to vote a particular proxy, if the costs and burdens exceed the benefits of voting (e.g., when securities are subject to loan or to share blocking restrictions).

In certain limited circumstances, particularly in the area of structured finance, the Adviser may enter into voting agreements or other contractual obligations that govern the voting of shares or other interests and, in such cases, will vote any shares or other interests by proxy in accordance with such agreement or obligation. In addition, where the Adviser or Sub-Adviser determines that there are unusual costs and/or difficulties associated with voting a particular security, which more typically might be the case with respect to securities of non-U.S. issuers, the Adviser or Sub-Adviser reserves the right not to vote a security by proxy unless it determines that the potential benefits of voting the security exceed the expected cost. Other factors that may influence the Adviser’s or Sub-Adviser’s determination not to vote a debt or equity security include if: (1) the effect on the applicable client’s economic interests or the value of the account’s holding is insignificant in relation to the client’s account as a whole; (2) the cost of voting the security outweighs the possible benefit to the applicable client, including, without limitation, situations where a jurisdiction imposes share blocking restrictions which may affect the ability of the account managers to effect trades in the related security; or (3) the Adviser or Sub-Adviser otherwise determines that it is consistent with it’s fiduciary obligations not to vote the security.

Conflicts of Interest

The Adviser shall use commercially reasonable efforts to determine whether a potential conflict may exist, and a potential conflict shall be deemed to exist only if one or more of the members of the applicable Investment Committee or any portfolio manager of the Adviser or any Sub-Adviser actually knew or should have known of the conflict. The Company is sensitive to conflicts of interest that may arise in the proxy decision-making process and has identified the following potential conflicts of interest:

A principal of the Company or any person involved in the proxy decision-making process currently serves on the Board of the portfolio company.

An immediate family member of a principal of the Company or any person involved in the proxy decision-making process currently serves as a director or executive officer of the portfolio company.

The Company, any venture capital fund managed by the Adviser or any Sub-Adviser, or any affiliate holds a significant ownership interest in the portfolio company.

This list is not intended to be exclusive. All employees are obligated to disclose any potential conflict to the Chief Compliance Officer.

If a material conflict is identified, including a conflict of interest between the Company’s stockholders on the one hand, and the Adviser, any Sub-Adviser, the Company’s principal underwriters, or any of the Company’s affiliated persons, on the other hand, Company management may (i) disclose the potential conflict to the Board of Directors and obtain consent; (ii) establish an ethical wall or other informational barriers between the person(s) that are involved in the conflict and the persons making the voting decisions, (iii) abstain from voting the proxies, or (iv) use an independent third party recommendation. The Adviser will document the rationale for any proxy voted contrary to the proxy voting guidelines. Such information will be maintained as part of the recordkeeping requirements.

The Chief Compliance Officer or designee will periodically perform a due diligence review of Glass Lewis to help ensure that any and all conflicts have been disclosed to the Company.

Board Reporting.

The Adviser shall submit a report at the next regularly scheduled meeting, but no less frequently than annually to the Board regarding any issues arising under the Policy, including any issues arising under these Policies and Procedures since the last report to the Board and the resolution of such issues, including information about conflicts.

The Adviser shall submit a report at the next regularly scheduled meeting, but no less frequently than annually, identifying any recommended changes in practices.

Recordkeeping

The Chief Executive Officer is responsible for ensuring maintenance of the following records:

proxy voting policies and procedures;

proxy statements (provided, however, that the Company may rely on the Securities and Exchange Commission’s EDGAR system if the Company filed its proxy statements via EDGAR or may rely on a third party as long as the third party has provided the Company with an undertaking to provide a copy of the proxy statement promptly upon request);

records of votes cast; and

any records prepared by the Company that were material to a proxy voting decision or that memorialized a decision.

* * * * *

Adopted December 12, 2003; Revised May 21, 2010; Revised May 28, 2014; Revised effective March 24, 2022; Revised effective June 13, 2023

Exhibit A

Tortoise Energy Infrastructure Corporation (“TYG”)

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

Tortoise Midstream Energy Fund, Inc. (“NTG”)

Tortoise Pipeline & Energy Fund, Inc. (“TTP”)

Tortoise Energy Independence Fund, Inc. (“NDP”)

Ecofin Sustainable and Social Impact Term Fund (“TEAF”)

Exhibit B

Glass Lewis standard guidelines for the various relevant local markets, including the U.S., are available upon request.

Amended effective as of June 13, 2023

tortoise Capital Advisors, L.L.C.

(THE “adviser”)

PROXY VOTING POLICIES AND PROCEDURES

Introduction

Unless a client is a registered investment company under the Investment Company Act of 1940 or a client requests the Adviser to do so in writing, the Adviser does not vote proxy materials for its clients. In the event the Adviser receives any proxies intended for clients who have not delegated proxy voting responsibilities to the Adviser, the Adviser will promptly forward such proxies to the client for the client to vote. When requested by the client, the Adviser may provide advice to the client regarding proposals submitted to the client for voting. In the event an employee determines that the Adviser has a conflict of interest due to, for example, a relationship with a company or an affiliate of a company, or for any other reason which could influence the advice given, the employee will advise the Chief Compliance Officer who will advise the applicable Investment Committee, and the Investment Committee will decide which of the procedures set forth in Section 3 below the Adviser will use.

In cases in which the client is a registered investment company under the Investment Company Act of 1940 or in cases where the client has delegated proxy voting responsibility and authority to the Adviser, the Adviser has adopted and implemented the following policies and procedures, which it believes are reasonably designed to ensure that proxies are voted in the best interests of its clients. In pursuing this policy, proxies should be voted in a manner that is intended to maximize value to the client. In situations where Adviser accepts such delegation and agrees to vote proxies, Adviser will do so in accordance with these Policies and Procedures. The Adviser may delegate its responsibilities under these Policies and Procedures to a third party, provided that no such delegation shall relieve the Adviser of its responsibilities hereunder and the Adviser shall retain final authority and fiduciary responsibility for such proxy voting. If there are any differences between these policies and procedures and the proxy voting policies and procedures adopted by a registered investment company client, the policies and procedures of the registered investment company client will supersede these policies and procedures.

Proxy Voting Guidelines

The Adviser has adopted Glass Lewis’ proxy voting guidelines, which are applied to all Adviser proxy votes at the time proxy votes are submitted. The Adviser will consider additional information that may become available regarding a particular proposal. This additional information may include an issuer’s or a shareholder proponent’s subsequently filed additional definitive proxy materials.

Proxies are generally voted in accordance with the Adviser’s proxy voting guidelines; however, the Adviser may opt to override the guidelines if it is decided to be the best interest of its clients.

The applicable Investment Committee of the Adviser, or a Managing Director of the Adviser designated by the Investment Committee as listed on Exhibit A hereto (the “Designated Managing Director”), is responsible for monitoring the Adviser’s proxy voting actions and ensuring proxies are voted in a timely manner. The Adviser is not responsible for voting proxies it does not receive, but will make reasonable efforts to obtain missing proxies.

The applicable Investment Committee of the Adviser, or the Designated Managing Director, shall implement procedures to identify and monitor potential conflicts of interest that could affect the proxy voting process, including (i) significant client relationships; (ii) other potential material business relationships; and (iii) material personal and family relationships.

In the absence of contrary instructions received from the applicable Investment Committee of the Adviser, or the Designated Managing Director, all proxies will be voted in in accordance with the Guidelines referenced in Exhibit B.

The Adviser may determine not to vote a particular proxy, if the costs and burdens exceed the benefits of voting (e.g., when securities are subject to loan or to share blocking restrictions).

Conflicts of Interest

The Adviser shall use commercially reasonable efforts to determine whether a potential conflict may exist, and a potential conflict shall be deemed to exist only if one or more of the members of the applicable Investment Committee of the Adviser actually knew or should have known of the conflict. The Adviser is sensitive to conflicts of interest that may arise in the proxy decision-making process and has identified the following potential conflicts of interest:

A principal of the Adviser or any person involved in the proxy decision-making process currently serves on the Board of the portfolio company.

An immediate family member of a principal of the Adviser or any person involved in the proxy decision-making process currently serves as a director or executive officer of the portfolio company.

The Adviser, any venture capital fund managed by the Adviser, or any affiliate holds a significant ownership interest in the portfolio company.

This list is not intended to be exclusive. All employees are obligated to disclose any potential conflict to the Adviser’s Chief Compliance Officer.

If a material conflict is identified, Adviser management may (i) disclose the potential conflict to the client and obtain consent; (ii) establish an ethical wall or other informational barriers between the person(s) that are involved in the conflict and the persons making the voting decisions, (iii) abstain from voting the proxies; or (iv) forward the proxies to clients so the clients may vote the proxies themselves, or (v) use an independent third party recommendation. The Adviser will document the rationale for any proxy voted contrary to the proxy voting guidelines. Such information will be maintained as part of the recordkeeping requirements.

The CCO or designee will periodically perform a due diligence review of Glass Lewis to help ensure that any and all conflicts have been disclosed to the Adviser,

Recordkeeping

The applicable Investment Committee of the Adviser, or personnel of the Adviser designated by the Investment Committee as listed on Exhibit A hereto, are responsible for maintaining the following records:

proxy voting policies and procedures;

proxy statements (provided, however, that the Adviser may rely on the Securities and Exchange Commission’s EDGAR system if the issuer filed its proxy statements via EDGAR or may rely on a third party as long as the third party has provided the Adviser with an undertaking to provide a copy of the proxy statement promptly upon request);

records of votes cast and abstentions; and

any records prepared by the Adviser that were material to a proxy voting decision or that memorialized a decision.

A copy of each written client request for information on how the Adviser voted proxies on behalf of the requesting client, and a copy of any written response by the Adviser to any (written or oral) client request for information on how the Adviser voted proxies on behalf of the requesting client.

Revised effective as of June 13, 2023

Exhibit A

Managing Director of the Adviser Designated by Investment Committee (“Designated Managing Director”)

Each of the following is a “Designated Managing Director” and may act individually as such for purposes of these Proxy Voting Policies and Procedures

Brian Kessens

James Mick

Matt Sallee

Rob Thummel

Stephen Pang

Any other individual designated by one or more of the Designated Managing Directors

Designees for Electronic Voting of Proxies

SMA Operations team

Any other individual designated by one or more of the Designated Managing Directors

Designated Personnel for Record Keeping

Chief Compliance Officer, or his or her designee

SMA Operations team

Exhibit A amended effective as of November 30, 2022

Exhibit B

Glass Lewis standard guidelines for the various relevant local markets, including the U.S., are available upon request.

Exhibit B amended effective as of June 13, 2023

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