Tortoise Energy Infrastructure (TYG) 8-KTortoise Closed-End Funds Announce the Board’s Approval of Amended and Restated Bylaws

LEAWOOD, KS – October 26, 2020 – Each fund, effective today, has adopted Amended and Restated Bylaws (Bylaws). The amendments to the Bylaws were adopted in an effort to protect each fund’s ability to pursue its investment objective and long-term value for stockholders.

Included in the amendments, is the election to be subject to the Maryland Control Share Acquisition Act (MCSAA), which seeks to limit the ability of an acquiring person to achieve a short-term gain at the expense of a fund’s ability to pursue its investment objective and policies and seek long-term value for the rest of the fund’s stockholders. The MCSAA protects the interests of all stockholders of a Maryland corporation by providing that any holder of “control shares” acquired in a “control share acquisition” will not be entitled to vote its shares unless the other stockholders of the corporation reinstate those voting rights at a meeting of stockholders by a vote of two-thirds of the votes entitled to be cast on the matter, excluding the “acquiring person” (i.e. the holder or group of holders acting in concert that acquires, or proposes to acquire, “control shares” and any other holders of “interested shares” as defined in the MCSAA). Generally, “control shares” are shares that, when aggregated with shares already owned by an acquiring person, would entitle the acquiring person to exercise 10% or more, 33% or more, or a majority of the total voting power of shares entitled to vote in the election of directors.

In addition, each fund’s Bylaws include modifying the advance notice requirements and exclusive forum provisions.

The advance notice provisions were amended to require the continuous ownership by the stockholder(s) putting forth any such nominee or proposal of at least one percent (1%) of the fund’s outstanding shares for a minimum period of at least three years prior to the date of such nomination or proposal and through the date of the related annual meeting. The advance notice provisions were also amended to require that the stockholder nominating an individual or proposing business to be considered must attend the meeting or give a legal proxy to another individual who attends the meeting in order for the proposal or nomination to be properly considered.

The Bylaws as amended designate the Circuit Court for Baltimore City, Maryland (or if such court lacks jurisdiction, the United States District Court for the District of Maryland, Northern Division) as the sole and exclusive forum for claims and directive actions brought on behalf of the funds.

The above description of the MCSAA election and amendments to the Bylaws, is only a high-level summary and does not purport to be complete. Investors should refer to the actual provisions of the MCSAA and each fund’s Bylaws for more information, including definitions of key terms, various exclusions and exemptions from the statute’s scope, and the procedures by which stockholders may approve the reinstatement of voting rights to holders of “control shares.” The funds’ amended Bylaws are available in the Governance section of each fund’s webpage at cef.tortoiseecofin.com.

Tortoise focuses on energy infrastructure and the transition to cleaner energy. Tortoise’s solid track record of energy value chain investment experience and research dates back more than 20 years. As one of the earliest investors in midstream energy, Tortoise believes it is well-positioned to be at the forefront of the global energy evolution that is underway. With a steady wins approach and a long-term perspective, Tortoise strives to make a positive impact on clients and communities. To learn more, visit www.TortoiseEcofin.com.

Tortoise Capital Advisors, L.L.C. is the Adviser to 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. and Tortoise Essential Assets Income Term Fund. Ecofin Advisors Limited is a sub-adviser to Tortoise Essential Assets Income Term Fund.