Conrad S. Ciccotello

About Conrad S. Ciccotello

Independent Director (Lead Independent Director) of TEAF since inception; born 1960. Professor and Director of the Reiman School of Finance at the University of Denver (since 2017) with a Ph.D. in Finance and recognized expertise in energy infrastructure MLPs; prior academic roles at Georgia State University and Penn State . Serves as Lead Independent Director, chairing executive sessions and acting as liaison between independent directors and management; current TEAF term expires at the 2026 annual meeting .

Past Roles

External Roles

Board Governance

• Board leadership: Lead Independent Director; chairs executive sessions of independent directors, acts as spokesperson and liaison; independent directors meet regularly outside management and have independent counsel .
• Committee memberships (TEAF): Executive Committee (Florence, Ciccotello); Audit & Valuation Committee; Nominating & Governance Committee; Compliance Committee. All non-interested directors (including Ciccotello) are members of Audit, Nominating, and Compliance; Executive Committee has Florence (interested) and Ciccotello; in absence of one, the other may act alone .
• Audit expertise: Board determined Ciccotello is an “audit committee financial expert” .
• Attendance: In FY2024, all directors attended at least 75% of board and applicable committee meetings; TEAF held 7 board, 5 audit, 2 nominating, 2 compliance meetings; all directors attended the 2024 annual meeting in person .
• Independence: Ciccotello is listed as an independent (non-interested) director .

Fixed Compensation

• FY2024 actual compensation (cash only; no pensions or retirement benefits): | Name | Aggregate Compensation from TYG (FY2024) | Aggregate Compensation from TEAF (FY2024) | Total Compensation from Fund Complex (FY2024) | |---|---:|---:|---:| | Conrad S. Ciccotello | $25,200 | $21,800 | $162,000 |

• FY2025 director fee schedule (independent directors): | Component | TYG | TEAF | |---|---:|---:| | Annual Board Retainer | $60,000 | $20,000 | | Lead Independent Director Retainer | $7,500 | $2,500 | | Audit & Valuation Committee Chair Retainer | $7,500 | $2,500 | | Other Committee Chair Retainer | $7,500 | $2,500 | | Board Meeting Fee (in-person) | $1,000 per meeting | $1,000 per meeting | | Board Meeting Fee (telephonic) | $500 per meeting | $500 per meeting | | Committee Meeting Fee (in-person or telephonic) | $500 per meeting | $500 per meeting |

Notes: Ciccotello is Lead Independent Director (eligible for Lead Independent retainer). Committee chair retainers apply only to chairs; Audit & Valuation Committee chair is Rand C. Berney .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Ph.D. in Finance; extensive academic and research background in investment company performance and structure, with focus on MLPs .
• Audit Committee Financial Expert designation; experience overseeing preparation/audit/evaluation of financial statements .
• Energy infrastructure domain expertise; published in academic/professional journals .

Equity Ownership

• Beneficial ownership (as of May 31, 2025): | Holding | Shares Owned | % of Outstanding Shares | Dollar Range (Market Value) | |---|---:|---|---| | TEAF Common Shares | 2,065.93 | <1% | $10,001–$50,000 | | TYG Common Shares | 10,445.23 (155 held jointly with spouse) | <1% | Over $100,000 | | Aggregate Dollar Range (Companies Overseen in Fund Complex) | — | — | Over $100,000 |

• Shares outstanding (reference): TEAF 13,491,127; TYG 17,235,671 (as of May 31, 2025) .

• Section 16(a)/30(h) compliance: Company believes directors complied with all filing requirements during the last fiscal year .

Governance Assessment

• Strengths:

  • Lead Independent Director role with structured independent oversight; regular executive sessions; independent legal counsel .
  • Audit Committee Financial Expert; robust audit oversight; EY/TWB auditor transitions ratified; committee pre-approval policies in place .
  • Attendance and engagement meet or exceed standards; all directors ≥75% meeting attendance and attended 2024 annual meeting .
  • Meaningful personal holdings in TEAF and TYG, supporting alignment (albeit <1% ownership) .

• Risks/Red Flags to monitor:

  • Ongoing shareholder activism (Saba Capital) regarding board declassification; Board chose not to declassify in 2025 despite prior precatory approval—potential governance perception risk .
  • Litigation naming Ciccotello among “Defendant Directors” in TYG-related derivative actions regarding leverage/governance; while certain claims dismissed or stayed, appeals remain pending—watch for outcomes and any spillover to TEAF governance confidence .
  • No compensation committee and no disclosed performance-based director compensation; while standard for closed-end funds, limits explicit pay-for-performance signals .

Overall, Ciccotello’s profile reflects deep finance expertise and active independent oversight, with activist pressure and TYG litigation as the primary external governance risk signals to track .