TORTOISE ESSENTIAL ASSETS INCOME TERM FUND

TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT PLAN

Registered holders (“Common Shareholders”) of common shares (the “Common Shares”) of Tortoise Essential Assets Income Term Fund (the “Company”) will automatically be enrolled and entitled to participate (the “Participants”) in its Dividend Reinvestment Plan (the “Plan”) in accordance with the following terms and conditions:

1. THE PLAN AGENT. Computershare Trust Company, N.A. (the “Agent”) will act as agent for each Participant. The Agent will open an account for each Participant under the Plan in the same name in which his or her outstanding Common Shares are registered. Please note that the Agent may use an affiliated broker for purchasing Common Shares pursuant to the Plan on behalf of Plan Participants.

2. CASH OPTION. Pursuant to the Company’s Plan, unless a holder of Common Shares otherwise elects, all distributions, including dividends, capital gains, or return of capital (“Distributions”) will be automatically reinvested by the Agent in additional Common Shares of the Company. Common Shareholders who elect not to participate in the Plan will receive all distributions in cash paid by check mailed directly to the shareholder of record (or, if the shares are held in street or other nominee name then to such nominee) by the Agent, as dividend paying agent. Such Common Shareholders may elect not to participate in the Plan and to receive all Distributions in cash by sending written, telephone or Internet instructions to the Agent, as dividend paying agent. See the Agent’s contact information in Appendix A set forth below.

3. MARKET PREMIUM ISSUANCES. If on the payment date for a Distribution, the net asset value per Common Share is equal to or less than the market price per Common Share plus estimated brokerage commissions, the Agent shall receive newly issued Common Shares (“Additional Common Shares”) from the Company for each Participant’s account. The number of Additional Common Shares to be credited shall be determined by dividing the dollar amount of the Distribution to such Common Shareholder by the greater of (i) the net asset value per Common Share on the payment date of the Distribution, or (ii) 95% of the market price per Common Share on the payment date of the Distribution.

4. MARKET DISCOUNT PURCHASES. If the net asset value per Common Share exceeds the market price plus estimated brokerage commissions (a “Market Discount”) on the payment date for a Distribution, the Agent (or a broker-dealer selected by the Agent) shall endeavor to apply the amount of such Distribution on each Participant’s Common Shares to purchase Common Shares on the open market. If a Market Discount exists on the payment date, the Agent will acquire shares in open-market purchases as soon as practicable, but in no event more than 30 days after the Distribution payment date. It is contemplated that the Company will make quarterly Distributions. The weighted average price (including brokerage commissions) of all Common Shares purchased by the Agent as Agent shall be the price per Common Share

allocable to each Participant. Participants should note that they will not be able to instruct the Agent to purchase Common Shares at a specific time or at a specific price. Open-market purchases may be made on any securities exchange where Common Shares are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the Agent shall determine. Common Shares purchased on the open market will not be eligible for any discount to market price. Each Participant’s uninvested funds held by the Agent will not bear interest. The Agent shall have no liability in connection with any inability to purchase Common Shares within the time provided, or with the timing of any purchases effected. The Agent shall have no responsibility for the value of Common Shares acquired. The Agent may commingle Participants’ funds to be used for open-market purchases of Company Common Shares and the price per share allocable to each Participant in connection with such purchases shall be the weighted average price (including brokerage commissions) of all Common Shares purchased by Agent as Agent.

5. VALUATION. The market price of Common Shares on a particular date shall be the last sales price on that date, or, if there is no sale on such date, then the mean between the closing bid and asked quotations on such date will be used. The net asset value per Common Share on a particular date shall be the amount calculated on that date (or if not calculated on such date, the amount most recently calculated and published) by or on behalf of the Company in accordance with the then current Valuation Procedures approved by the Board.

6. TAXATION. The automatic reinvestment of Distributions does not relieve Participants of any federal, state or local taxes which may be payable (or required to be withheld on distributions). In addition, if Common Shares are purchased at a discount from the market price, Participants may have income equal to that discount. Participants will receive tax information annually for their personal records and to help them prepare their federal income tax return. For further information as to tax consequences of participation in the Plan, Participants should consult with their own tax advisors.

7. LIABILITY OF AGENT. The Agent shall at all times act in good faith and use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Plan and to comply with applicable laws, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by the Agent’s negligence, bad faith, or willful misconduct or that of its employees.

8. RECORDKEEPING. The Agent may hold each Participant’s Common Shares acquired pursuant to the Plan together with the Common Shares of other Common Shareholders of the Company acquired pursuant to the Plan in book-entry form in the Agent’s name or that of the Agent’s nominee. Each Participant will be sent a statement by the Agent of each acquisition made for his or her account as soon as practicable, but in no event later than 60 days, after the date thereof. Upon a Participant’s request, the Agent will deliver to the Participant, without charge, a certificate or certificates for the full Common Shares. Although each Participant may from time to time have an undivided

fractional interest in a Common Share of the Company, no certificates for a fractional share will be issued. Similarly, Participants may request to sell a portion of the Common Shares held by the Agent in their Plan accounts by calling the Agent, writing to the Agent, through the Agent’s website, www.computershare.com, or completing and returning the transaction form attached to each Plan statement. The Agent will sell such Common Shares through a broker-dealer selected by the Agent within 5 business days of receipt of the request. The sale price will equal the weighted average price of all Common Shares sold through the Plan on the day of the sale, less fees. Participants should note that the Agent is unable to accept instructions to sell on a specific date or at a specific price. All sales requests having an anticipated market value of $25,000 or more should be submitted in written form. Any share dividends or split shares distributed by the Company on Common Shares held by the Agent for Participants will be credited to their accounts. In the event that the Company makes available to its Common Shareholders rights to purchase additional Common Shares, the Common Shares held for each Participant under the Plan will be added to other Common Shares held by the Participant in calculating the number of rights to be issued to each Participant.

9. PROXY MATERIALS. The Agent will forward to each Participant any proxy solicitation material. The Agent will vote any Common Shares held for a Participant first in accordance with the instructions set forth on proxies returned by such Participant to the Company, and then with respect to any proxies not returned by such Participant to the Company, in the same proportion as the Agent votes the proxies returned by the Participants to the Company.

10. FEES. The Agent’s service fee for handling Distributions will be paid by the Company. Each Participant will be charged his or her pro rata share of brokerage commissions on all open-market purchases.

11. TERMINATION IN THE PLAN. Each registered Participant may terminate his or her account under the Plan by notifying the Agent in writing at Computershare Trust Company, N.A., P.O. Box 43078, Providence, Rhode Island 02940-3078, by telephone at 1-800-426-5523 or through www.computershare.com. Such termination will be effective with respect to a particular Distribution if the Participant’s notice is received by the Agent prior to the record date of such Distribution. The Plan may be terminated by the Agent or the Company upon notice in writing mailed to each Participant at least 60 days prior to the effective date of the termination. In addition, the Company may also terminate any Participant’s participation in the Plan for any reason after written notice mailed in advance to such Participant at the address appearing on the Agent’s records. Upon any termination, the Agent will cause a certificate or certificates to be issued for the full shares held for each Participant under the Plan and cash adjustment for any fraction of a Common Share at the then current market value of the Common Shares to be delivered to him. If preferred, a Participant may request the sale of all of the Common Shares held by the Agent in his or her Plan account in order to terminate participation in the Plan. If any Participant elects in advance of such termination to have Agent sell part or all of his shares, Agent is authorized to deduct from the proceeds a $15 transaction fee plus a $0.05 fee per share for the transaction. If a Participant has terminated his or her participation in the Plan but continues to have Common Shares registered in his or her name, he or she may re-enroll in the Plan at any time by notifying the Agent in writing at the address above.

12. AMENDMENT OF THE PLAN. These terms and conditions may be amended by the Agent or the Company at any time but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to each Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Agent receives notice of the termination of the Participant’s account under the Plan. Any such amendment may include an appointment by the Agent of a successor Agent, subject to the prior written approval of the successor Agent by the Company.

13. APPLICABLE LAW. These terms and conditions shall be governed by the laws of the State of Delaware. Any question of interpretation arising under the Plan will be determined by the Company and any such determination will be final.

APPENDIX A

CONTACT INFORMATION