Form N-CSR Tax-Exempt Private Credi For: Sep 30

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

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FORM N-CSR

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CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-23318

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Tax-Exempt Private Credit Fund, Inc.
(Exact name of registrant as specified in charter)

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5901 College Boulevard, Suite 400, Overland Park, KS 66211
(Address of principal executive offices) (Zip code)

Jeffrey Kruske
5901 College Boulevard, Suite 400, Overland Park, KS 66211
(Name and address of agent for service)

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913-981-1020
Registrant’s telephone number, including area code

Date of fiscal year end: September 30

Date of reporting period: September 30, 2025

Value of $10,000 vs. Bloomberg High Yield Muni Bond Index

Since inception on March 26, 2018 through September 30, 2025

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 855-822-3863. 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 September 30, 2025

Management’s Discussion of Fund Performance

The Tax-Exempt Private Credit Fund underperformed the Bloomberg High Yield Municipal Bond Index for the 12-month period ending September 30, 2024. The Fund produced a total return of (1.49)% for the fiscal year. Income provided the core component of return generation, with an income stream of 35.64% reduced by a NAV decrease of (37.13)%. The quarterly distribution rate for the period ended September 30, 2025, was 25.37% due to the liquidating distributions made during the period.

The Fund’s ongoing liquidation of portfolio assets in addition to valuation updates to several distressed assets contributed to the returns experienced by the fund during the fiscal year. In accordance with the Plan of Liquidation and Termination, approved by shareholders in October 2024, the Fund will continue to conduct an orderly liquidation to harvest the value of its assets, pay debts, and make liquidating distributions to Fund shareholders.

3. Risks and Uncertainties

In February 2022, a number of countries (including the US, UK and EU) imposed sanctions against certain entities and individuals in Russia as a result of the official recognition of the Donetsk People Republic and Lugansk People Republic by the Russian Federation. Announcements of potential additional sanctions have been made following military operations initiated by Russia against the Ukraine on February 24, 2022. Political and military events, including in North Korea, Venezuela, Russia, Ukraine, Iran, Syria, and other areas of the Middle East, and nationalist unrest in Europe and South America, may cause market disruptions. The situation has driven a sharp increase in volatility across markets and has the potential to adversely impact global economies. Although neither the Fund’s performance nor operations have been significantly impacted by the above, the situation nevertheless presents uncertainty and risk with respect to financials results.

Market risks such as political, regulatory, economic and social developments, can affect the value of the fund’s 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 and Affiliations

U.S. Bank Global Fund Services, LLC (“USBGFS” or the “Administrator”) acts as the Fund’s Administrator, Transfer Agent and Fund Accountant. U.S. Bank, N.A. (the “Custodian”) serves as the custodian to the Fund. The Custodian is an affiliate of the Administrator. The Administrator performs various administrative and accounting services for the Fund. Fees paid by the Fund for administration and accounting, transfer agency, custody and compliance services for the year ending September 30, 2025, are disclosed in the Statement of Operations.

Quasar Distributors, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.

5. Investment Transactions

The aggregate purchases and sales, excluding short-term investments, by the Fund for the year ending September 30, 2025, were as follows:

6. Federal Tax Information

For the year ended September 30, 2025, the Fund’s most recently completed fiscal year end, the cost basis for investments and the components of accumulated gains for federal income tax purposes were as follows:

​(1) Undistributed short-term capital gain included in ordinary income.

For the years ended September 30, 2025, and September 30, 2024, the Fund paid the following distributions to shareholders:

​(2) For Federal Income tax purposes, distributions of short-term capital gains are treated as ordinary income distributions.

​(3) Designated as exempt per IRC Sec 852(b)(5).

GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized gain for federal income tax purposes. These reclassifications have no effect on net assets, results of operations or net asset value per share. For the year ended September 30, 2025 there were no reclassifications.

As of September 30, 2025, TSIFX had short-term capital loss carryforwards of $1,920,436 and had long-term capital loss carryforwards of $31,199,869 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 the 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.

8. Subsequent Events

On October 14, 2025, the Tax-Exempt Private Credit Fund (the “Fund”) entered a contract to divest the entirety of its portfolio holdings following the receipt of multiple indications of interest from prospective purchasers. Following a comprehensive review of all bids received, the highest offer available was approved, which reflects prevailing market conditions, the current financial position of the portfolio holdings, shareholder interests, and other factors. The transaction is expected to close prior to November 30, 2025, with a final liquidating distribution to shareholders anticipated shortly thereafter.

The Fund has performed an evaluation of subsequent events through the date the statement of assets and liabilities was issued and has determined that no additional items require recognition or disclosure.

(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 made only administrative/clerical changes to this code of ethics during the period covered by this report to reflect a change in the name of the Principal Executive Officer and Principal Financial Officer. 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. Conrad Ciccotello is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR. In addition to his experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements, Mr. Ciccotello has a Ph.D. in Finance.

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. “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.

(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 Tortoise Capital Advisors, L.L.C. (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 minimus 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 minimus 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 year ended September 30, 2025 and fiscal year ended September 30, 2024, the Adviser was billed approximately $10,000 and $64,300 in fees, respectively, for tax and other non-audit services provided to the Adviser. These non-audit services were not required to be preapproved by the Registrant’s audit committee. No entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Registrant, has paid to, or been billed for fees by, the principal accountant for non-audit services rendered to the Adviser or such entity during the Registrant’s last two fiscal years.

(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.

Not applicable.

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. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

Not applicable for closed-end management investment companies.

Item 8. Changes in Certifying Accountants.

(a)     At a meeting held on May 21, 2025, the Board of Directors of Tax-Exempt Private Credit Fund, Inc. (the “Fund”) approved the engagement of Tait, Weller & Baker LLP to serve as the independent registered public accounting firm for the Fund. Ernst & Young LLP previously served as the Fund’s independent registered public accounting firm for the year ended September 30, 2024. On May 21, 2025, the Fund notified Ernst & Young LLP of the Fund’s engagement of Tait, Weller & Baker LLP, and the resulting dismissal of Ernst & Young LLP, as the Fund’s independent registered public accounting firm.

The reports of Ernst & Young LLP, the previous independent registered public accounting firm for the Fund, on the Fund’s financial statements as of and for the fiscal years ended September 30, 2024 and September 30, 2023 did not contain an adverse opinion or a disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During each of the two fiscal years ended September 30, 2024 and September 30, 2023 and for the period through May 21, 2025: (i) there were no disagreements between the Fund and Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the subject matter of the disagreements in connection with its reports; and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934) with respect to the Fund.

The Fund has provided Ernst & Young LLP with a copy of the foregoing disclosures and has requested that Ernst & Young LLP furnish the Fund with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the foregoing statements made by the Fund and, if not, stating the respects in which it does not agree. A copy of Ernst & Young LLP’s letter, is filed as an exhibit in the Registrant’s Form 8-K, filed on May 28, 2025 (File No.: 811-23318).

(b)    At a meeting held on May 21, 2025, the Board of Directors of the Fund approved the engagement of Tait, Weller & Baker LLP to serve as the independent registered public accounting firm for the Fund.

During each of the two fiscal years ended September 30, 2024 and September 30, 2023 and for the period through May 21, 2025, none of the Fund or any party acting on behalf of the Fund consulted Tait, Weller & Baker LLP regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Fund or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

See Registrant’s Form 8-K (File No.: 811-23318), filed on May 28, 2025 for full notice and disclosure of Change In Accountant.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not applicable for closed-end management investment companies.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Not applicable for closed-end management investment companies.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

In 2024, in approving the renewal of the TSIFX Investment Advisory Agreement, the Board followed their established review and oversight process. As part of this process, 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. Before the Independent Directors voted on approval of the Independent Advisory Agreement, the Independent Directors met with independent legal counsel during an executive session and discussed the agreements and related information.

Item 12. 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 13. Portfolio Managers of Closed-End Management Investment Companies.

Unless otherwise indicated, information is presented as of the date of the filing of this Form N-CSR.

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 the investment committee consisting of Mark Marifian, Matthew Sallee and Robert J. Thummel, Jr. The committee oversees the investment of the portfolio as well as evaluates the private

credit market environment for the purpose of liquidating the Fund. Biographical information about each member of the investment committee named above as of the date of this filing is set forth below. “Tortoise Capital” refers to the family of companies under Tortoise Parent Holdco, LLC, including the Adviser, among others.

*        The address of each member of the investment committee is 5901 College Blvd Suite 400, Overland Park, KS 66211.

The following table provides information about the other accounts managed on a day-to-day basis by each of the members of investment committee as of September 30, 2025 except as noted:

Material Conflicts of Interest

There will be occasions when the Adviser may encounter potential conflicts of interest in connection with the Registrant. If any matter arises that the Adviser determines in its good faith judgment constitutes an actual conflict of interest, the Adviser may take such actions as it determines may be necessary or appropriate, within the context of the advisory agreement between the Adviser and the Registrant, to ameliorate the conflict. There can be no assurance that the Adviser will identify or resolve all conflicts of interest in a manner that is favorable to the Registrant. The following discussion enumerates certain potential conflicts of interest, which should be carefully evaluated before making an investment in the Registrant.

Other Fees.    The Adviser and its affiliates may be entitled to receive cash and non-cash commitment, break-up, monitoring, directors’, organizational, set-up, advisory, investment banking, underwriting, syndication and other similar fees in connection with the purchase, monitoring or disposition of investments or from unconsummated transactions, including warrants, options, derivatives and other rights in respect of securities owned by the Registrant. The Registrant’s common shareholders (“Common Shareholders”) will not receive any benefit from fees that are (i) paid to the Adviser or any of its affiliates from an issuer in which the Registrant or another Tortoise Capital investment fund has an interest and (ii) applied in whole or in part to offset management fees payable by holders in such other Tortoise Capital investment fund, and such fees will not offset any management fees payable by Common Shareholders.

Moreover, Tortoise Capital and its personnel may receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Registrant which will also not be subject to any offset against the management fee or otherwise shared with the Registrant, its Common Shareholders and/or the issuers.

Other Activities of Management.    Tortoise Capital personnel (including investment team members of the Adviser, and members of the investment committee) will devote such time as shall be reasonably necessary to conduct the business affairs of the Registrant in an appropriate manner. Tortoise Capital personnel will work on the business and operation of Tortoise Capital and other projects, including Tortoise Capital’s other investment funds, managed accounts and other vehicles, and, therefore, conflicts exist in the allocation of resources in connection with such other activities, including due to Tortoise Capital’s internal policies such as policies with regards to information barriers and compliance with applicable law and regulation. The Registrant will have no interest in other investments, funds, vehicles, accounts or other matters and it is possible that the investments held by such funds, vehicles and accounts may be in competition with those of the Registrant. In this regard, for example, portfolio managers and members of the investment committee devote a substantial amount of their business time to the affairs of Tortoise Capital’s other funds and operations. In addition, we share certain investment personnel with 503 Capital Partner, LLC, an unaffiliated entity that acquired our private credit business. We are solely responsible for overseeing such shared resources pursuant to our policies and procedures when they are providing services to our clients. Such shared resources allocate a material portion of their time to clients other than Tortoise clients.

Allocation of Investment Opportunities with Other Vehicles; Conflicting Fiduciary Duties to Other Collective Investment Vehicles.    As a general matter, there can be no assurances that all investment opportunities identified by the Adviser will be made available to the Registrant. The Adviser is able to make certain private investments outside the Registrant. Consistent with the foregoing, the Adviser expects, from time to time, to be presented with investment opportunities that fall within the investment objective of the Registrant and other Tortoise Capital-sponsored investment funds, vehicles and accounts, joint ventures and similar partnerships or arrangements including, without limitation, co-invest funds, any successor fund to the Registrant and registered investment companies, in each case, whether now existing or established in the future (collectively, “Other Tortoise Capital Accounts”), and in such circumstances, the Adviser will allocate such opportunities (including any related co-investment opportunities) to the Registrant and Other Tortoise Capital Accounts (including, without limitation, an allocation of 100% of such an opportunity to such Other Tortoise Capital Accounts) on a basis that the Adviser determines in its sole discretion to be fair and reasonable in accordance with the Adviser’s allocation policy and procedures. In this regard the Adviser currently serves as investment adviser for Other Tortoise Capital Accounts with investment objectives that overlap with the Registrant’s investment objective. The Adviser may allocate investment opportunities to such Other Tortoise Capital Accounts, and such Other Tortoise Capital Accounts may compete with the Registrant for specific transactions.

The Adviser may give advice and recommend securities to, or buy or sell securities for, the Registrant, which advice or securities may differ from advice given to, or securities recommended or bought or sold for, Other Tortoise Capital Accounts, even though their investment objectives may be the same as, or similar to, the Registrant’s objectives.

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 Common Shareholders through one or more product structures. Such accounts may also serve the purpose of establishing a performance record for the strategy. The 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 has adopted various policies to mitigate these conflicts, including policies that require them to avoid favoring any account. The Adviser’s policies also require transactions in proprietary accounts to be placed after client transactions.

Co-Investment Opportunities.    As a registered investment company under the 1940 Act, the Registrant is subject to certain limitations relating to co-investments and joint transactions with affiliates, which likely will in certain circumstances limit the Registrant’s ability to make investments or enter into other transactions alongside the Other Tortoise Capital Accounts. There can be no assurance that such regulatory restrictions will not adversely affect the Registrant’s ability to capitalize on attractive investment opportunities. However, subject to the 1940 Act, the Registrant may co-invest with Other Tortoise Capital Accounts (including co-investment or other vehicles in which the Adviser, the Sub-Adviser or their personnel invest and that co-invest with such Other Clients) in investments that are suitable for the Registrant and one or more of such Other Tortoise Capital Accounts. Even if the Registrant and any such Other Tortoise Capital Accounts and/or co-investment or other vehicles invest in the same securities, conflicts of interest may still arise. In addition, the Adviser has obtained an exemptive order from the SEC that permits the Registrant to co-invest with Other Tortoise Capital Accounts subject to complying with the conditions of such exemptive order.

Investments in Which Another Tortoise Capital Fund Has a Different Principal Investment.    Subject to the limitation of the 1940 Act, the Registrant may make investments in issuers in which Tortoise Capital-affiliated investment funds, vehicles or separately managed accounts have or are concurrently making a different principal investment at the time of the Registrant’s investment, and investment funds that have been or may be formed by Tortoise Capital may invest in issuers in which the Registrant has made an investment. In such situations, the Registrant and such other Tortoise Capital-affiliated investment funds may have conflicting interests (e.g., over the terms of their respective investments). If the issuer in which the Registrant holds a debt investment and in which a Tortoise Capital affiliate has a different principal investment becomes distressed or defaults on its obligations under such investment, the Registrant will be limited in what actions it can take. In that regard, actions may be taken for the other Tortoise Capital entities that are adverse to the Registrant. In addition, conflicts may arise in determining the amount of an investment, if any, to be allocated among the potential Common Shareholders and the respective terms thereof. There can be no assurance that the return on the Registrant’s investments will be equivalent to or better than the returns obtained by the other affiliates participating in the transaction. It is possible that in a bankruptcy, insolvency or similar proceeding the Registrant’s interest may be subordinated or otherwise adversely affected by virtue of the involvement and actions of an affiliate of Tortoise Capital relating to its investment.

Personnel.    The Adviser and its affiliates from time to time hire short-term or long-term personnel (or interns) who may be relatives of or are otherwise associated with an investor, issuer or a service provider. Although reasonable efforts are made to mitigate any potential conflicts of interest with respect to each particular situation, there is no guarantee that the Adviser can control for all such potential conflicts of interest, and there may continue to be an ongoing appearance of a conflict of interest.

Tortoise Capital Policies and Procedures.    Policies and procedures implemented by Tortoise Capital from time to time (including as may be implemented in the future) to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions may reduce the synergies across Tortoise Capital’s areas of operation or expertise that the Registrant expects to draw on for purposes of pursuing attractive investment opportunities. As a consequence, information, which could be of benefit to the Registrant, might become restricted to certain businesses units within Tortoise Capital and otherwise be unavailable to the Registrant. Tortoise Capital may implement certain policies and procedures that may reduce the positive synergies that Tortoise Capital seeks to cultivate across its businesses. Additionally, the terms of confidentiality or other agreements with or related to

companies in which Tortoise Capital has made or has considered making an investment or which is otherwise an advisory client of Tortoise Capital may restrict or otherwise limit the ability of the Registrant and/or its issuers and their affiliates to make investments in or otherwise engage in businesses or activities competitive with such issuers. Tortoise Capital may enter into one or more strategic relationships in certain regions or with respect to certain types of investments that, although may be intended to provide greater opportunities for the Registrant, may require the Registrant to share such opportunities or otherwise limit the amount of an opportunity the Registrant can otherwise take.

Additional Potential Conflicts.    The officers, directors, members, managers, employees and dual associates of the Adviser may trade in securities for their own accounts, subject to restrictions and reporting requirements as may be required by law or otherwise determined from time to time by Tortoise Capital. For the avoidance of doubt, the Registrant may sell investments to any third party, including Common Shareholders in the Registrant and other Common Shareholders in investment vehicles managed or sponsored by Tortoise Capital.

Service Providers.    Certain service providers, or their affiliates (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, investment or commercial banking firms and certain other advisors and agents) to the Registrant, Tortoise Capital or their issuers provide goods or services to or have business, personal, political, financial or other relationships with Tortoise Capital. Such service providers may be Common Shareholders in the Registrant, affiliates of the Adviser, sources of investment opportunities or co-Common Shareholders or counterparties therewith. These relationships may influence the Adviser in deciding whether to select or recommend such a service provider to perform services for the Registrant or an issuer (the cost of which will generally be borne directly or indirectly by the Registrant or such issuer, as applicable).

Notwithstanding the foregoing, investment transactions for the Registrant that require the use of a service provider will generally be allocated to service providers on the basis of the Adviser’s judgment as to best execution, the evaluation of which includes, among other considerations, such service provider’s provision of certain investment-related services that the Adviser believes to be of benefit to the Registrant. In certain circumstances, advisors and service providers, or their affiliates, may charge different rates or have different arrangements for services provided to Tortoise Capital, the Adviser, or their affiliates as compared to services provided to the Registrant and its issuers, which may result in more favorable rates or arrangements than those payable by the Registrant or such issuers.

Compensation

None of Messrs. Marifian, Sallee or Thummel receives any direct compensation from the Registrant or any other of the managed accounts reflected in the table above. Each of Messrs. Marifian, Sallee and Thummel receives a base salary for the services he provides and is also eligible for an annual bonus. The annual bonus is discretionary. 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 applicable entity’s performance. Additional benefits received by Messrs. Marifian, Sallee or Thummel are normal and customary employee benefits generally available to all full-time employees. Messr. Marifian owns an equity interest in Tortoise Parent Holdco, LLC which indirectly wholly owns the Adviser who 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 September 30, 2025 except as noted below:

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Item 15. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors that have been implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) or this Item.

Item 16. Controls and Procedures.

(a)     The Registrant’s Chief Executive Officer, Principal Financial Officer and Treasurer has 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)    There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) 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 17. Disclosure of Securities Lending Activities For Closed-End Management Investment Companies.

The Registrant does not participate in securities lending activities.

Item 18. Recovery of Erroneously Awarded Compensation.

Not applicable.

Item 19. Exhibits.