Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • March 25th, 2019 • Tortoise Essential Assets Income Term Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of January 1, 2019, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU wi
CUSTODY AGREEMENTCustody Agreement • March 25th, 2019 • Tortoise Essential Assets Income Term Fund • Wisconsin
THIS AGREEMENT is made and entered as of the last date on the signature page by and between TORTOISE ESSENTIAL ASSETS INCOME TERM FUND a Maryland statutory trust (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • March 25th, 2019 • Tortoise Essential Assets Income Term Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of March 1, 2019, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • March 25th, 2019 • Tortoise Essential Assets Income Term Fund • Delaware
INVESTMENT ADVISORY AGREEMENT (“Agreement”) made as of this 25th day of March, 2019, by and between Tortoise Essential Assets Income Term Fund, a statutory trust formed under the Maryland Statutory Trust Act , having its principal place of business in Leawood, Kansas (the “Company”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company having its principal place of business in Leawood, Kansas (the “Adviser”).
TORTOISE ESSENTIAL ASSETS INCOME TERM FUND INVESTMENT SUB-ADVISORY AGREEMENTTortoise Essential Assets Income Term • March 25th, 2019 • Tortoise Essential Assets Income Term Fund
WHEREAS, the Adviser entered into an Investment Advisory Agreement dated as of March 25, 2019, (the “Advisory Agreement”) with Tortoise Essential Assets Income Term Fund, a statutory trust formed under the Maryland Statutory Trust Act (the “Company”), which is engaged in business as a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • March 25th, 2019 • Tortoise Essential Assets Income Term Fund • Wisconsin
THIS AGREEMENT is made and entered into as of the last date written on the signature block by and between TORTOISE ESSENTIAL ASSETS INCOME TERM FUND, a Maryland statutory trust (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”).
Transfer Agency and Service Agreement Between Tortoise Essential Assets Income Term Fund and Computershare Trust Company, N.A. and Computershare Inc.Agency and Service Agreement • March 25th, 2019 • Tortoise Essential Assets Income Term Fund • New York
THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of March 25, 2019 (“Effective Date”), is by and between Tortoise Essential Assets Income Term Fund, a Maryland statutory trust, having its principal office and place of business at 11550 Ash Street, Suite 300, Leawood, Kansas 66211 (“Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Agent”), each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021.
FEE WAIVER AGREEMENTFee Waiver Agreement • March 25th, 2019 • Tortoise Essential Assets Income Term Fund
THIS FEE WAIVER AGREEMENT (the “Agreement”) dated as of March 25, 2019 by Tortoise Capital Advisors, L.L.C. (the “Adviser”) and Tortoise Advisors UK Limited (the “Sub-Adviser”).
FEE WAIVER AGREEMENTFee Waiver Agreement • March 25th, 2019 • Tortoise Essential Assets Income Term Fund
THIS FEE WAIVER AGREEMENT (the “ Agreement”) dated as of March 25, 2019 by Tortoise Capital Advisors, L.L.C. (the “ Advisor”) and Tortoise Essential Assets Income Term Fund (the “Company”).
FEE WAIVER AGREEMENTFee Waiver Agreement • March 25th, 2019 • Tortoise Essential Assets Income Term Fund
THIS FEE WAIVER AGREEMENT (the “Agreement”) dated as of March 25, 2019 by Tortoise Capital Advisors, L.L.C. (the “Adviser”) and Tortoise Credit Strategies, LLC (the “Sub-Adviser”).
FUND ADMINISTRATION SERVICING AGREEMENTFund Administration Servicing Agreement • March 25th, 2019 • Tortoise Essential Assets Income Term Fund • Wisconsin
THIS AGREEMENT is made and entered into as of the last date written on the signature block by and between TORTOISE ESSENTIAL ASSETS INCOME TERM FUND, a Maryland statutory trust (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”).Fund Services
