REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No.
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
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91
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James R. Arnold, President and Principal Executive Officer
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Managed Portfolio Series
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615 East Michigan Street
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Milwaukee, WI 53202
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Scot E. Draeger, Esq.
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Bernstein, Shur, Sawyer & Nelson P.A.
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100 Middle Street
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P.O. Box 9729
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Portland, ME 04104-5029
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immediately upon filing pursuant to paragraph (b)
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On (date) pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485.
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This post-effective amendment designates a new effective date for a previously filed post- effective amendment.
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Prospectus
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September 30, 2013
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Shareholder Fees
(fees paid directly from your investment)
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Investor
Class
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C Class
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Institutional
Class
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Maximum Front-End Sales Charge (Load) Imposed on Purchases
(as a percentage of the offering price)
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5.75%
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None
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None
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Maximum Deferred Sales Charge (Load)
(as a percentage of the initial investment or the value of the investment at redemption, whichever is lower)
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None
(1)
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1.00%
(2)
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None
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Redemption Fee
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None
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None
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None
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Investor
Class
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C Class
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Institutional
Class
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Management Fees
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0.85%
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0.85%
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0.85%
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Distribution and Service (12b-1) Fees
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0.25%
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1.00%
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0.00%
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Other Expenses
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5.23%
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5.23%
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5.23%
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Total Annual Fund Operating Expenses
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6.33%
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7.08%
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6.08%
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(Expense Reimbursement)/Recoupment
(3)
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(4.98)%
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(4.98)%
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(4.98)%
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Total Annual Fund Operating Expenses After
Expense (Reimbursement)/Recoupment
(3)
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1.35%
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2.10%
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1.10%
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(1)
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No sales charge is payable at the time of purchase on investments of $1 million or more, although the Fund may impose a Contingent Deferred Sales Charge (“CDSC”) of 1.00% on certain redemptions of those investments made within 12 months of the purchase. If imposed, the CDSC applies to redemptions made within 12 months of purchase and will be assessed on an amount equal to the lesser of the initial value of the shares redeemed and the value of shares redeemed at the time of redemption.
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(2)
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The CDSC applies to redemptions made within 12 months of purchase and will be assessed on an amount equal to the lesser of the initial value of the shares redeemed and the value of shares redeemed at the time of redemption.
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(3)
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Tortoise Capital Advisors, L.L.C. (the “Adviser”) has contractually agreed to reimburse the Fund for its operating expenses, and may reduce its management fees, in order to ensure that Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses, brokerage commissions, leverage, interest, taxes and extraordinary expenses) do not exceed 1.35% of the average daily net assets of the Investor Class, 2.10% of the average daily net assets of the C Class and 1.10% of the average daily net assets of the Institutional Class. Expenses reimbursed and/or fees reduced by the Adviser may be recouped by the Adviser for a period of three fiscal years following the fiscal year during which such reimbursement or reduction was made if such recoupment can be achieved without exceeding the expense limit in effect at the time the waiver and/or reimbursement occurred. The Operating Expense Limitation Agreement will be in effect and cannot be terminated through at least one year from the date on which the Fund issues its first share.
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One Year
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Three Years
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Investor Class Shares
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$705
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$1,925
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C Class Shares
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$313
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$1,640
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Institutional Class Shares
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$112
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$1,362
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One Year
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Three Years
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C Class Shares
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$213
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$1,640
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●
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Upstream Companies
that explore, develop, complete, drill or produce
crude oil, condensate, natural gas and natural gas liquids;
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●
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Midstream Companies
that transport, process, gather and store such commodities and their derivative products such as diesel, gasoline and jet fuel;
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●
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Downstream Companies
that are providers of electric power generation (including renewable energy), transmission and distribution, as well as distributors, marketers and downstream users of energy such as refiners, industrial and petrochemical companies; and
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North American Energy Beneficiaries
that are expected to directly or indirectly benefit from North American energy development, such as companies engaged in oilfield servicing, steel production, manufacturing, engineering, and non-pipeline transportation and logistics companies, such as railroads and shipping companies.
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●
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An investment vehicle for accessing a portfolio of North American energy companies and Beneficiaries
the Adviser believes are, or will be,
in
a unique position to benefit from changing dynamics, catalysts and opportunities across the
North
America energy value chain
;
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●
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A fund offering the potential for total return;
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●
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Professional securities selection and active management by an experienced adviser;
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●
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A traditional flow-through mutual fund structure with daily liquidity at NAV; and
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●
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Simplified tax reporting through a Form 1099.
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Investor
Class
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C Class
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Institutional
Class
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Minimum Initial Investment
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$2,500
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$2,500
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$1,000,000
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Subsequent Minimum Investment
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$100
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$100
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$100
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Additional
Fund Information
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In
vestment Objective
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Pri
ncipal Investment Strategies
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●
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Upstream Companies
that explore, develop, complete, drill or produce
crude oil, condensate, natural gas
and natural gas liquids;
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●
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Midstream Companies
that transport, process, gather and store such commodities and their derivative products such as diesel, gasoline and jet fuel;
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●
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Downstream Companies
that are providers of electric power generation (including renewable energy), transmission and distribution, as well as distributors, marketers and downstream users of energy such as refiners, industrial and petrochemical companies;
and
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●
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North American Energy Beneficiaries
that are expected to directly or indirectly benefit from North American energy development, such as companies engaged in oilfield servicing, steel production, manufacturing, engineering, and non-pipeline
transportation
and logistics companies, such as railroads and shipping companies
.
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●
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Review of historical and prospective financial information;
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●
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Quarterly updates, conference calls and/or management meetings;
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●
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Analysis of financial models and projections;
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On-site visits; and
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Screening of key documents.
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Pri
ncipal Risks of Investing in the Fund
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●
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Credit Risk
. Issuers of debt securities may be unable to make principal and interest payments when they are due. There is also the risk that the securities could lose value because of a loss of confidence in the ability of the issuer to pay back debt. The degree of credit risk for a particular security may be reflected it its credit rating. Lower rated debt securities involve greater credit risk, including the possibility of default or bankruptcy.
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Interest Rate Risk.
Debt securities could lose value because of interest rate changes. For example, bonds tend to decrease in value if interest rates rise. Debt securities with longer maturities sometimes offer higher yields, but are subject to greater price shifts as a result of interest rate changes than debt securities with shorter maturities.
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●
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Reinvestment Risk
. If the Fund reinvests the proceeds of matured or sold securities at market interest rates that are below its portfolio earnings rate, its income will decline.
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Call or Prepayment Risk.
Call or prepayment occurs when the issuer of a debt security exercises its option to call or repays principal prior to the security’s maturity. During periods of declining interest rates, issuers may increase pre-payments of principal causing the Fund to invest in debt securities with lower yields thus reducing income generation. Similarly, during periods of increasing interest rates, issuers may decrease pre-payments of principal extending the duration of debt securities potentially to maturity. Debt securities with longer maturities are subject to greater price shifts as a result of interest rate changes. Also, if the Fund is unable to liquidate lower yielding securities to take advantage of a higher interest rate environment, its ability to generate income may be adversely affected. The potential impact of prepayment features on the price of a debt security can be difficult to predict and result in greater volatility.
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●
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Duration Risk
. The Fund has no set policy regarding the maturity or duration of any or all of its securities. Holding long duration and long maturity investments will magnify certain risks, including interest rate risk and credit risk.
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D
isclosure o
f Portfolio Holdings
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●
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The name of the Fund;
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●
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The class of shares to be purchased;
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The dollar amount of shares to be purchased;
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●
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Your Account Application or investment stub; and
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A check payable to the name of the Fund or a wire transfer received by the Fund.
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Regular Mail |
Overnight or Express Mail
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Tortoise Select Opportunity Fund |
Tortoise Select Opportunity Fund
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c/o U.S. Bancorp Fund Services, LLC |
c/o U.S. Bancorp Fund Services, LLC
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P.O. Box 701 |
615 East Michigan Street, 3rd Floor
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Milwaukee, WI 53201-0701 |
Milwaukee, WI 53202
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Wire to: |
U.S. Bank, N.A.
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ABA Number: |
075000022
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Credit: |
U.S. Bancorp Fund Services, LLC
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Account: |
112-952-137
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Further Credit: |
Tortoise Select Opportunity Fund
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(Shareholder Name/Account Registration)
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(Shareholder Account Number)
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(Class of shares to be purchased)
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Full name;
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Date of birth (individuals only);
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Social Security or taxpayer identification number; and
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Permanent street address (a P.O. Box number alone is not acceptable).
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The shareholder’s name;
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The name of the Fund;
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The class of shares to be redeemed;
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The account number;
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The share or dollar amount to be redeemed; and
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Signatures by all shareholders on the account and signature guarantee(s), if applicable.
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●
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If ownership is being changed on your account;
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When redemption proceeds are payable or sent to any person, address or bank account not on record;
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If a change of address request has been received by the Transfer Agent within the last 15 days; and
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For all redemptions in excess of $100,000 from any shareholder account.
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Regular Mail |
Overnight or Express Mail
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Tortoise Select Opportunity Fund |
Tortoise Select Opportunity Fund
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c/o U.S. Bancorp Fund Services, LLC |
c/o U.S. Bancorp Fund Services, LLC
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P.O. Box 701 | 615 East Michigan Street, 3rd Floor |
Milwaukee, WI 53201-0701 |
Milwaukee, WI 53202
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●
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Your Fund account number;
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●
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The name in which your account is registered; or
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●
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The Social Security or taxpayer identification number under which the account is registered.
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Regular Mail |
Overnight or Express Mail
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Tortoise Select Opportunity Fund |
Tortoise Select Opportunity Fund
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c/o U.S. Bancorp Fund Services, LLC |
c/o U.S. Bancorp Fund Services, LLC
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P.O. Box 701 |
615 East Michigan Street, 3rd Floor
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Milwaukee, WI 53201-0701 |
Milwaukee, WI 53202
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●
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Your account number;
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●
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The name of the Fund and Share Class you are exchanging;
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●
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The dollar amount or number of shares you want to sell (and exchange); and
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●
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A completed Account Application for the other funds in the Trust that the Adviser manages into which you want to exchange if you desire different account privileges than those currently associated with your Fund account.
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●
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Your Fund account number;
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●
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The name in which your account is registered; or
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●
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The social security or taxpayer identification number under which the account is registered.
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Class
Descriptions
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Investor Class
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C Class
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Institutional Class
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Minimum Initial Investment
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$2,500
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$2,500
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$1,000,000
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Subsequent Minimum Investment
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$100
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$100
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$100
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Waiver/Reduction of Investment
Minimums
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At the Fund’s discretion
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At the Fund’s discretion
|
Although not limited to the list below, the Fund may waive or reduce the initial or subsequent minimum investment amounts in any of following circumstances:
·
Certain retirement, defined benefit and pension plans;
·
Bank or trust companies investing for their own accounts or acting in a fiduciary or similar capacity;
·
Institutional clients of the Adviser;
·
Trustees and Officers of the Trust; and
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Sales Charge (Load) as % of:
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|||
Public
Offering Price
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Net Asset
Value
(1)
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Reallowance %
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$0 but less than $50,000
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5.75%
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6.10%
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5.00%
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$50,000 but less than $100,000
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4.50%
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4.71%
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3.75%
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$100,000 but less than $250,000
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3.50%
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3.63%
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2.75%
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$250,000 but less than $500,000
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2.50%
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2.56%
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2.00%
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$500,000 but less than $1 million
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2.00%
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2.04%
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1.50%
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$1 million
(2)
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0.00%
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0.00%
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0.00%
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(1)
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Rounded to the nearest one-hundredth percent. Because of rounding of the calculation in determining sales charges, the charges may be more or less than those shown in the table.
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(2)
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No sales charge is payable at the time of purchase on investments of Investor Class Shares of $1 million or more, although for such investments the Fund may impose a CDSC of 1.00% on certain redemptions made within 12 months of the purchase. If imposed, the CDSC applies to redemptions made within 12 months of purchase and will be assessed on an amount equal to the lesser of the initial value of the shares redeemed and the value of shares redeemed at the time of redemption.
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●
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To be entitled to a reduced sales charge based on shares already owned, you must ask for the reduction at the time of purchase. You must also provide the Fund with your account number(s) and, if applicable, the account numbers for your spouse, children (provide the children’s ages), or other household members.
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●
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A qualified retirement plan under Section 401(a) of the Code or a plan operating consistent with Section 403(b) of the Code;
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●
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Any bank, trust company, savings institution, registered investment adviser, financial planner or securities dealer on behalf of an account for which it provides advisory or fiduciary services pursuant to an account management fee;
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●
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The Adviser and its affiliates;
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●
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Trustees and officers of the Trust; directors, officers and full-time employees of the Adviser and its affiliates; the spouse, life partner, or minor children under 21 of any such person; any trust or individual retirement account or self-employed retirement plan for the benefit of any such person; or the estate of any such person;
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●
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Shareholders buying through select platforms and fund supermarkets where the broker/dealers customarily sell mutual funds without sales charges (check with your broker/dealer for availability and transaction charges and other fees that may be charged by the broker/dealer sponsoring the fund supermarket);
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●
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Shareholders who have sold shares of the Fund and wish to reinvest some or all of the proceeds of that sale within 60 days into the same Fund and account if the reinvestment is accompanied by the necessary reinstatement documentation provided by the Fund or your financial intermediary; and
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●
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Any person who has, within the preceding 60 days, redeemed Fund shares through a financial institution and completes a reinstatement form upon investment with that financial institution (but only on purchases in amounts not exceeding the redeemed amounts).
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●
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Investors making purchases through financial intermediaries that aggregate customer accounts to accumulate the minimum initial investment;
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●
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Clients of financial intermediaries who charge clients an ongoing fee for advisory, investment, consulting or similar services;
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●
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Clients of financial intermediaries that charge their clients transaction fees with respect to their investments in the Fund;
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●
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Financial institutions, corporations, trusts, endowments, foundations, estates, education, religious and charitable organizations;
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●
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Institutions or high net worth individuals using a trust or custodial platform;
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●
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Certain retirement and benefit plans, including pension plans and employer sponsored retirement plans established under Section 403(b) or Section 457 of the Internal Revenue Code, or qualified under Section 401, of the Internal Revenue Code;
|
●
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Certain qualified plans under Section 529 of the Internal Revenue Code, as amended;
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●
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Certain insurance related products;
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●
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Certain advisory accounts of the Adviser or its affiliates;
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●
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Trustees and Officers of the Trust; and
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●
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Employee retirement plans sponsored by, affiliates of, or employees (including their immediate families) of, the Adviser or its affiliates.
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Distrib
utions
|
Short
Term Trading Policy
|
Tax
Consequences
|
Other
Fund Policies
|
Distribution
of Fund Shares
|
PRIVACY NOTICE
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FOR MORE INFORMATION
|
|
●
|
Free of charge from the SEC’s EDGAR database on the SEC’s Internet website at http://www.sec.gov;
|
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●
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For a fee, by writing to the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549-1520; or
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●
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For a fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
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1
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2
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29
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31
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31
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31
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31
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32
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33
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34
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36
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37
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38
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38
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38
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40
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43
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43
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43
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43
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45
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46
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46
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47
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48
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48
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49
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51
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51
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51
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51
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52
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52
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53
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53
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57
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58
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Appendix “A” Description of Bond Ratings |
A-1
|
Debt Securities
|
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●
|
Under normal circumstances, the Fund may invest up to 20% of its total assets in securities (including ADRs) issued by non-
North American
foreign issuers, which may include
securities issued by energy companies organized and/or having securities traded on an exchange outside
North America
and/or securities of other
non-North American
companies that are denominated in the currency of a
non-North American
country.
|
|
●
|
Under normal circumstances,
the Fund may also invest up to 20% of its total assets in debt securities of any issuers, including securities which may be rated below investment grade (“junk bonds”) by an NRSRO or judged by the Adviser to be of comparable credit quality.
|
|
●
|
Under normal circumstances, the Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities are those securities that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which the Fund has valued them. Illiquid securities may include restricted securities not determined by the Board of Trustees to be liquid.
|
|
●
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Under normal circumstances, the Fund may invest up to 15% of its total assets in securities of any one issuer.
|
Name, Address and
Age |
Position(s)
Held with
the Trust
|
Term of
Office and Length of Time Served |
Number of
Portfolios in Trust Overseen by Trustee |
Principal
Occupation(s) During the Past Five Years |
Other
Directorships Held by Trustee During the Past Five Years |
||||||
Independent Trustees
|
|||||||||||
Roel C. Campos, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Age: 64
|
Trustee
|
Indefinite Term; Since April 2011
|
19
|
Partner, Locke Lord LLP (a law firm) (2011-present); Partner, Cooley LLP (a law firm) (2007-2011); Commissioner, U.S. Securities and Exchange Commission (2002-2007).
|
Director, WellCare Health Plans, Inc.
(2013-Present);
Director, Regional Management Corp.
(2012-Present)
|
||||||
David A. Massart
615 E. Michigan St.
Milwaukee, WI 53202
Age: 46
|
Trustee
|
Indefinite Term; Since April 2011
|
19
|
Co-Founder and Chief Investment Strategist, Next Generation Wealth Management, Inc. (2005-present).
|
Independent Trustee, ETF Series Solutions (1 Portfolio) (2012-Present)
|
||||||
Leonard M. Rush, CPA
615 E. Michigan St.
Milwaukee, WI 53202
Age: 67
|
Trustee
|
Indefinite Term; Since April 2011
|
19
|
Chief Financial Officer, Robert W. Baird & Co. Incorporated (2000-2011).
|
Independent Trustee, ETF Series Solutions (1 Portfolio) (2012-Present); Anchor Bancorp Wisconsin, Inc. (2011-present)
|
||||||
David M. Swanson
615 E. Michigan St.
Milwaukee, WI 53202
Age: 56
|
Trustee
|
Indefinite Term; Since April 2011
|
19
|
Founder and Managing Principal, SwanDog Strategic Marketing, LLC (2006-present); Executive Vice President, Calamos Investments (2004-2006).
|
Independent Trustee, Financial Investors Variable Insurance Trust (5 Portfolios) (2006-Present)
|
||||||
Interested Trustee
|
|||||||||||
Robert J. Kern*
615 E. Michigan St.
Milwaukee, WI 53202
Age: 54
|
Chairperson and Trustee
|
Indefinite Term; Since January 2011
|
19
|
Executive Vice President, U.S. Bancorp Fund Services, LLC (1994-present).
|
None
|
||||||
Officers
|
Name, Address and
Age |
Position(s)
Held with
the Trust
|
Term of
Office and Length of Time Served |
Number of
Portfolios in Trust Overseen by Trustee |
Principal
Occupation(s) During the Past Five Years |
Other
Directorships Held by Trustee During the Past Five Years |
James R. Arnold
615 E. Michigan St.
Milwaukee, WI
53202
Age: 56
|
President and Principal Executive Officer
|
Indefinite Term, Since January 2011
|
N/A
|
Senior Vice President, U.S. Bancorp Fund Services, LLC (2002 -present).
|
N/A
|
||||||
Deborah Ward
615 E. Michigan St.
Milwaukee, WI 53202
Age: 47
|
Vice President, Chief Compliance Officer and Anti-Money Laundering Officer
|
Indefinite Term; Since April 2013
|
N/A
|
Vice President, U.S. Bancorp Fund Services, LLC (2004-present).
|
N/A
|
||||||
Brian R. Wiedmeyer
615 E. Michigan St.
Milwaukee, WI 53202
Age: 40
|
Treasurer and Principal Financial Officer
|
Indefinite Term; Since January 2011
|
N/A
|
Vice President, U.S. Bancorp Fund Services, LLC (2005-present).
|
N/A
|
||||||
Angela L. Pingel, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Age: 42
|
Secretary
|
Indefinite Term; Since January 2011
|
N/A
|
Vice President and Counsel, U.S. Bancorp Fund Services, LLC (2011-present); Vice President and Securities Counsel, Marshall & Ilsley Trust Company N.A. (2007-2010); Assistant Vice President and Counsel, U.S. Bancorp Fund Services, LLC (2004-2007).
|
N/A
|
||||||
Ryan L. Roell
615 E. Michigan St.
Milwaukee, WI 53202
Age: 40
|
Assistant Treasurer
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Indefinite Term; Since September 2012
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N/A
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Compliance Officer, U.S. Bancorp Fund Services, LLC (2005-present)
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N/A
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Name
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Dollar Range of
Fund Shares (None, $1-$10,000,
$10,001-$50,000, $50,001-$100,000, Over $100,000) |
Aggregate Dollar
Range of Fund Shares in the Trust |
Independent Trustees
|
||
Roel C. Campos
|
None
|
None
|
David A. Massart
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None
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None
|
Leonard M. Rush
|
None
|
None
|
David M. Swanson
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None
|
$10,001-$50,000
|
Interested Trustee
|
||
Robert J. Kern
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None
|
None
|
Name of Person/Position
|
Aggregate
Compensation from the Fund 1 |
Pension or
Retirement Benefits Accrued as Part of Fund Expenses |
Estimated
Annual Benefits Upon Retirement |
Total
Compensation from the Fund and the Trust 2 Paid to Trustees |
Roel C. Campos, Independent Trustee
|
$526
|
None
|
None
|
$40,000
|
David A. Massart, Independent Trustee
|
$526
|
None
|
None
|
$40,000
|
Leonard M. Rush, Independent Trustee
|
$526
|
None
|
None
|
$40,000
|
David M. Swanson, Independent Trustee
|
$526
|
None
|
None
|
$40,000
|
Robert J. Kern, Interested Trustee
|
None
|
None
|
None
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None
|
1
|
Trustees fees and expenses are allocated among the Fund and any other series comprising the Trust.
|
Name of
Manager |
Account Category
|
# of
Accounts |
Total Assets of
Accounts |
# of Accounts
Paying a Performance Fee |
Total Assets
of Accounts Paying a Performance Fee |
|
H. Kevin Birzer
|
||||||
Registered investment companies
|
11
|
$7,890,342,063
|
0
|
$0
|
||
Other pooled investment vehicles
|
12
|
$103,937,360
|
1
|
$16,488,464
|
||
Other Accounts
|
829
|
$4,818,951,852
|
0
|
$0
|
||
Zachary A. Hamel
|
||||||
Registered investment companies
|
11
|
$7,890,342,063
|
0
|
$0
|
||
Other pooled investment vehicles
|
12
|
$103,937,360
|
1
|
$16,488,464
|
||
Other Accounts
|
829
|
$4,818,951,852
|
0
|
$0
|
||
Kenneth P. Malvey
|
||||||
Registered investment companies
|
11
|
$7,890,342,063
|
0
|
$0
|
||
Other pooled investment vehicles
|
12
|
$103,937,360
|
1
|
$16,488,464
|
||
Other Accounts
|
829
|
$4,818,951,852
|
0
|
$0
|
||
Terry C. Matlack
|
||||||
Registered investment companies
|
11
|
$7,890,342,063
|
0
|
$0
|
||
Other pooled investment vehicles
|
12
|
$103,937,360
|
1
|
$16,488,464
|
||
Other Accounts
|
829
|
$4,818,951,852
|
0
|
$0
|
||
David J. Schulte
|
||||||
Registered investment companies
|
11
|
$7,890,342,063
|
0
|
$0
|
||
Other pooled investment vehicles
|
12
|
$103,937,360
|
1
|
$16,488,464
|
||
Other Accounts
|
829
|
$4,818,951,852
|
0
|
$0
|
|
●
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The investment committee (or an employee of the Adviser designated by the Investment Committee) will be responsible for all decisions regarding proxy voting, including monitoring corporate actions, making voting decisions in the best interest of the Fund, and ensuring that proxies are submitted in a timely manner.
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●
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The investment committee will generally vote proxies according to the Adviser’s then-current Proxy Voting Policies and Procedures, which it believes are reasonably designed to ensure that proxies are voted in the best interests of its clients. In pursuing this policy, proxies should be voted in a manner that is intended to maximize value to the client.
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●
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Although the Adviser’s Proxy Voting Policies and Procedures are to be followed as a general policy, certain issues will be considered on a case-by-case basis based on the relevant facts and circumstances. Since corporate governance issues are diverse and continually evolving, the Adviser shall devote an appropriate amount of time and resources to monitor these changes.
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●
|
In situations where there may be a conflict of interest in the voting of proxies between the interests of the Fund and its shareholders and those of the Adviser due to business or personal relationships that the Adviser maintains with persons having an interest in the outcome of certain votes, the Adviser may (i) disclose the potential conflict to the Fund and obtain consent; or (ii) establish an ethical wall or other informational barriers between the person(s) that are involved in the conflict and the persons at the Adviser making the voting decisions.
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●
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All proxies will be voted in accordance with any applicable investment restrictions of the Fund and, to the extent applicable, any resolutions or other instructions approved by the Board of Trustees.
|
Net Assets Attributable to Class
|
=
|
Net Asset Value Per Share
|
Shares Outstanding of Class
|
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●
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The name of the Fund;
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●
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The dollar amount of shares to be purchased;
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●
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The class of shares to be purchased;
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●
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Your Account Application or investment stub; and
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●
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A check payable to the name of the Fund or a wire transfer received by the Fund.
|
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●
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The shareholder’s name;
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●
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The name of the Fund you are redeeming;
|
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●
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The account number;
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●
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The share or dollar amount to be redeemed;
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●
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The class of shares to be redeemed; and
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●
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Signatures by all shareholders on the account (with signature(s) guaranteed if applicable).
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●
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If ownership is changed on your account;
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●
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When redemption proceeds are payable or sent to any person, address or bank account not on record;
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●
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If a change of address request was received by the Transfer Agent within the last 15 days; or
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●
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For all redemptions in excess of $100,000 from any shareholder account.
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●
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A citizen or individual resident of the United States (including certain former citizens and former long-term residents);
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●
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A corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
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●
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An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
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●
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A trust with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. shareholders have the authority to control all of its substantial decisions or the trust has made a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.
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●
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Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions.
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●
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Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poor’s policies
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●
|
Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor’s emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or post-bankruptcy issuer as well as attributes of the anticipated obligation(s).
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●
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Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in Standard & Poor’s opinion, documentation is close to final. Preliminary ratings may also be assigned to these entities’ obligations.
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●
|
Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, Standard & Poor’s would likely withdraw these preliminary ratings.
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●
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A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.
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●
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Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
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●
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Nature of and provisions of the obligation;
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●
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Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.
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●
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Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
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●
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Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
|
(4)
|
Investment Advisory Agreement between the Trust, on behalf of the Cove Street Capital Small Cap Value Fund (formerly, CSC Small Cap Value Fund), and Cove Street Capital, LLC – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
||
(5)
|
Investment Advisory Agreement between the Trust, on behalf of the New Path Tactical Allocation Fund, and New Path Capital Advisors – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(6)
|
Investment Advisory Agreement between the Trust, on behalf of the AC ONE China Fund, and AC ONE Asset Management, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(7)
|
Investment Advisory Agreement between the Trust, on behalf of the Reinhart Mid Cap Private Market Value Fund, and Reinhart Partners, Inc. – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
||
(8)
|
Investment Advisory Agreement between the Trust, on behalf of the LK Balanced Fund, and Lawson Kroeker Investment Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(9)
|
Investment Advisory Agreement between the Trust, on behalf of the Bushido Capital Long/Short Fund, and Bushido Capital Partners LLC – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
||
(10)
|
Investment Advisory Agreement between the Trust, on behalf of the Advantus Strategic Dividend Income Fund, and Advantus Capital Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(11)
|
Investment Advisory Agreement between the Trust, on behalf of the ATAC Inflation Rotation Fund, and Pension Partners, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(12)
|
Investment Advisory Agreement between the Trust, on behalf of the Great Lakes Bond Fund, Great Lakes Large Cap Value Fund, Great Lakes Disciplined Equity Fund, and Great Lakes Small Cap Opportunity Fund, and Great Lakes Advisors, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
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(13)
|
Investment Sub-Advisory Agreement between Great Lakes Advisors, LLC and Advanced Investment Partners, LLC relating to the Great Lakes Disciplined Equity Fund – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(14)
|
Investment Advisory Agreement between the Trust, on behalf of the Coho Relative Value Equity Fund, and Coho Partners, Ltd. – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(15)
|
Investment Advisory Agreement between the Trust, on behalf of the Hilton Yield Plus Fund, and Hilton Capital Management, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 28, 2013
|
||
(16)
|
Investment Advisory Agreement between the Trust, on behalf of the Smith Group Large Cap Core Growth Fund and Smith Group Small Cap Focused Growth Fund, and Smith Asset Management Group, LP – to be filed
|
||
(17)
|
Investment Advisory Agreement between the Trust, on behalf of the Consilium Emerging Market Small Cap Fund, and Montage Investments, LLC– to be filed
|
||
(18)
|
Investment Sub-Advisory Agreement between Montage Investments, LLC and Consilium Investment Management, LLC relating to the Consilium Emerging Market Small Cap Fund – to be filed
|
||
(e)
|
(1)
|
Distribution Agreement between the Trust, on behalf of the Corporate America CU Short Duration Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A, filed with the SEC on May 26, 2011
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|
(2)
|
Distribution Agreement between the Trust, on behalf of the Nuance Concentrated Value Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A, filed with the SEC on May 26, 2011
|
||
(i)
|
First Amendment to the Distribution Agreement between the Trust, on behalf of the Nuance Mid Cap Value Fund, and Quasar Distributors, LLC – to be filed
|
||
(3)
|
Distribution Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A, filed with the SEC on May 26, 2011
|
||
(i)
|
First Amendment to the Distribution Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
(11)
|
Distribution Agreement between the Trust, on behalf of the ATAC Inflation Rotation Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(12)
|
Distribution Agreement between the Trust, on behalf of the Great Lakes Bond Fund, Great Lakes Large Cap Value Fund, Great Lakes Disciplined Equity Fund, and Great Lakes Small Cap Opportunity Fund and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(13)
|
Distribution Agreement between the Trust on behalf of the Coho Relative Value Equity Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(14)
|
Distribution Agreement between the Trust on behalf of the Hilton Yield Plus Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 28, 2013
|
||
(15)
|
Distribution Agreement between the Trust on behalf of the Smith Group Large Cap Core Growth Fund and Smith Group Small Cap Focused Growth Fund, and Quasar Distributors, LLC – to be filed
|
||
(16)
|
Distribution Agreement between the Trust on behalf of the Consilium Emerging Market Small Cap Fund, and Quasar Distributors, LLC – to be filed
|
||
(f)
|
Bonus or Profit Sharing Contracts – not applicable
|
||
(g)
|
(1)
|
Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
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|
(2)
|
First Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
||
(3)
|
Second Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(4)
|
Third Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(5)
|
Fourth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
(6)
|
Fifth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(7)
|
Sixth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
||
(8)
|
Seventh Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(9)
|
Eighth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(10)
|
Ninth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(11)
|
Tenth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(12)
|
Eleventh Amendment to the Custody Agreement between the Trust and U.S. Bancorp Fund Services – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(13)
|
Twelfth Amendment to the Custody Agreement between the Trust and U.S. Bancorp Fund Services – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2013
|
||
(14)
|
Thirteenth Amendment to the Custody Agreement between the Trust and U.S. Bancorp Fund Services – filed herewith
|
||
(15)
|
Fourteenth Amendment to the Custody Agreement between the Trust and U.S. Bancorp Fund Services – to be filed
|
||
(16)
|
Fifteenth Amendment to the Custody Agreement between the Trust and U.S. Bancorp Fund Services – to be filed
|
||
(17)
|
Sixteenth Amendment to the Custody Agreement between the Trust and U.S. Bancorp Fund Services – to be filed
|
||
(h)
|
(1)
|
Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
(2)
|
First Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
||
(3)
|
Second Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(4)
|
Third Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(5)
|
Fourth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
||
(6)
|
Fifth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(7)
|
Sixth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
||
(8)
|
Seventh Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(9)
|
Eighth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(10)
|
Ninth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(11)
|
Tenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(12)
|
Eleventh Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
(13)
|
Twelfth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2013
|
||
(14)
|
Thirteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services – filed herewith
|
||
(15)
|
Fourteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services – to be filed
|
||
(16)
|
Fifteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services – to be filed
|
||
(17)
|
Sixteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services – to be filed
|
||
(18)
|
Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(19)
|
First Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
||
(20)
|
Second Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(21)
|
Third Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(22)
|
Fourth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
||
(23)
|
Fifth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(24)
|
Sixth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
||
(25)
|
Seventh Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
(26)
|
Eighth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(27)
|
Ninth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(28)
|
Tenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(29)
|
Eleventh Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(30)
|
Twelfth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2013
|
||
(31)
|
Thirteenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services – filed herewith
|
||
(32)
|
Fourteenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services – to be filed
|
||
(33)
|
Fifteenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services – to be filed
|
||
(34)
|
Sixteenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services – to be filed
|
||
(35)
|
Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(36)
|
First Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
||
(37)
|
Second Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(38)
|
Third Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
(39)
|
Fourth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
||
(40)
|
Fifth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(41)
|
Sixth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
||
(42)
|
Seventh Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(43)
|
Eighth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(44)
|
Ninth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(45)
|
Tenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(46)
|
Eleventh Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(47)
|
Twelfth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2013
|
||
(48)
|
Thirteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services – filed herewith
|
||
(49)
|
Fourteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services – to be filed
|
||
(50)
|
Fifteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services – to be filed
|
||
(51)
|
Sixteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services – to be filed
|
(52)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Corporate America CU Short Duration Fund, and Corporate Financial Solutions, Inc. – incorporated herein by reference from Post-Effective Amendment No. 66 to Registrant’s Registration Statement on Form N-1A filed on February 22, 2013
|
||
(53)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Nuance Concentrated Value Fund and the Nuance Mid Cap Value Fund, and Nuance Investments, LLC – to be filed
|
||
(54)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, the Tortoise North American Energy Independence Fund and Tortoise Select Opportunity Fund, and Tortoise Capital Advisors, L.L.C. – filed herewith
|
||
(55)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Cove Street Capital Small Cap Value Fund (formerly, CSC Small Cap Value Fund), and Cove Street Capital Advisors – incorporated herein by reference from Post-Effective Amendment No. 64 to Registrant’s Registration Statement on Form N-1A filed on January 28, 2013
|
||
(56)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the New Path Tactical Allocation Fund, and New Path Capital Advisors – incorporated herein by reference from Post-Effective Amendment No. 66 to Registrant’s Registration Statement on Form N-1A filed on February 22, 2013
|
||
(57)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the AC ONE China Fund, and AC ONE Asset Management, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(58)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Reinhart Mid Cap Private Market Value Fund, and Reinhart Partners, Inc. – incorporated herein by reference from Post-Effective Amendment No. 87 to Registrant’s Registration Statement on Form N-1A filed on September 20, 2013
|
||
(59)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the LK Balanced Fund, and Lawson Kroeker Investment Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(60)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Bushido Capital Long/Short Fund and Bushido Capital Partners LLC – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
(61)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Advantus Strategic Dividend Income Fund and Advantus Capital Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(62)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the ATAC Inflation Rotation Fund and Pension Partners, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(63)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Great Lakes Bond Fund, Great Lakes Large Cap Value Fund, Great Lakes Disciplined Equity Fund, and Great Lakes Small Cap Opportunity Fund, and Great Lakes Advisors, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(64)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Coho Relative Value Equity Fund and Coho Partners, Ltd. – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(65)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Hilton Yield Plus Fund and Hilton Capital Management, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 28, 2013
|
||
(66)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of Smith Group Large Cap Core Growth Fund and Smith Group Small Cap Focused Growth, and Smith Asset Management Group, LP – to be filed
|
||
(67)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of Consilium Emerging Market Small Cap Fund, and Montage Investments, LLC, and Consilium Investment Management LLC – to be filed
|
||
(i)
|
(1)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Corporate America CU Short Duration Fund, the Nuance Concentrated Value Fund and the Tortoise MLP & Pipeline Fund – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
|
(2)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Cove Street Capital Small Cap Value Fund (formerly, CSC Small Cap Value Fund) – incorporated herein by reference to Registrant’s Registration Statement on Form N-14, filed with the SEC on October 25, 2011
|
||
(3)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the New Path Tactical Allocation Fund – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
(4)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the AC ONE China Fund – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(5)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Reinhart Mid Cap Private Market Value Fund – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
||
(6)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Lawson Kroeker Balanced Fund – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(7)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Bushido Capital Long/Short Fund – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
||
(8)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Advantus Strategic Dividend Income Fund – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(9)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the ATAC Inflation Rotation Fund – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(10)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Great Lakes Bond Fund, Great Lakes Large Cap Value Fund, Great Lakes Disciplined Equity Fund, and Great Lakes Small Cap Opportunity Fund – incorporated herein by reference from Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A filed on October 9, 2012
|
||
(11)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Tortoise North American Energy Independence Fund – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(12)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Coho Relative Value Equity Fund – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(13)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Hilton Yield Plus Fund – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 28, 2013
|
||
(14)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Tortoise Select Opportunity Fund – filed herewith
|
(15)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for Smith Group Large Cap Core Growth Fund and Smith Group Small Cap Focused Growth Fund – to be filed
|
||
(16)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Nuance Mid Cap Value Fund – to be filed
|
||
(17)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Consilium Emerging Market Small Cap Fund – to be filed
|
||
(j)
|
(1)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the Corporate America CU Short Duration Fund – incorporated herein by reference from Post-Effective Amendment No. 73 to Registrant’s Registration Statement on Form N-1A filed on April 24, 2013
|
|
(2)
|
Consent of Independent Registered Public Accounting Firm by KPMG LLP for the Cove Street Capital Small Cap Value Fund (formerly, CSC Small Cap Value Fund) – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
||
(3)
|
Consent of Independent Registered Public Accounting Firm by Ernst & Young, LLP. for the Tortoise MLP & Pipeline Fund – incorporated herein by reference from Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2013
|
||
(4)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the Nuance Concentrated Value Fund – incorporated herein by reference from Post-Effective Amendment No. 81 to Registrant’s Registration Statement on Form N-1A, filed with the SEC on August 22, 2013
|
||
(5)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the Cove Street Capital Small Cap Value Fund (formerly, CSC Small Cap Value Fund) – incorporated herein by reference from Post-Effective Amendment No. 64 to Registrant’s Registration Statement on Form N-1A filed on January 28, 2013
|
||
(6)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the New Path Tactical Allocation Fund – incorporated herein by reference from Post-Effective Amendment No. 66 to Registrant’s Registration Statement on Form N-1A filed on February 22, 2013
|
||
(7)
|
Consent of Independent Registered Public Accounting Firm by Ernst & Young, LLP. for the Great Lakes Bond Fund, the Great Lakes Large Cap Value Fund, the Great Lakes Disciplined Equity Fund, and the Great Lakes Small Cap Opportunity Fund – incorporated herein by reference from Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A filed on July 29, 2013
|
(8)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the Reinhart Midcap Private Market Value Fund – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on September 20, 2013.
|
||
(9)
|
Power of Attorneys for Roel C. Campos, Robert J. Kern, David A. Massart, Leonard M. Rush and David M. Swanson dated April 6, 2011 – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(k)
|
Omitted Financial Statements – not applicable
|
||
(l)
|
Seed Capital Agreements – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(m)
|
Amended and Restated Rule 12b-1 Plan – filed herewith
|
||
(n)
|
Amended and Restated Rule 18f-3 Plan – filed herewith
|
||
(o)
|
Reserved
|
||
(p)
|
(2)
|
Code of Ethics for the Trust – incorporated herein by reference from Post-Effective Amendment No. 15 to Registrant’s Registration Statement on Form N-1A filed on December 30, 2011
|
|
(2)
|
Code of Ethics for Corporate Financial Solutions, Inc. – incorporated herein by reference from Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A filed on July 29, 2013
|
||
(3)
|
Code of Ethics for Nuance Investments, LLC – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(4)
|
Code of Ethics for Tortoise Capital Advisors, L.L.C. – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(5)
|
Code of Ethics for Cove Street Capital, LLC – incorporated herein by reference from Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A filed on July 29, 2013
|
||
(6)
|
Code of Ethics for New Path Capital Advisors – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(7)
|
Code of Ethics for AC ONE Asset Management, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(8)
|
Code of Ethics for Reinhart Partners, Inc. – incorporated herein by reference from Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A filed on July 29, 2013
|
||
(9)
|
Code of Ethics for Lawson Kroeker Investment Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A filed on July 29, 2013
|
(10)
|
Code of Ethics for Bushido Capital Partners LLC – incorporated herein by reference from Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A filed on July 29, 2013
|
||
(11)
|
Code of Ethics for Advantus Capital Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(12)
|
Code of Ethics for Pension Partners, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(13)
|
Code of Ethics for Great Lakes Advisors, LLC and Advanced Investment Partners LLC – incorporated herein by reference from Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A filed on October 9, 2012
|
||
(14)
|
Code of Ethics for Coho Partners, Ltd. – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(15)
|
Code of Ethics for Hilton Capital Management, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 28, 2013
|
||
(16)
|
Code of Ethics for Smith Asset Management Group, LP – to be filed
|
||
(17)
|
Code of Ethics for Montage Investments, LLC – to be filed
|
||
(18)
|
Code of Ethics for Consilium Investment Management LLC – to be filed
|
||
(19)
|
Code of Ethics for the Distributor, Quasar Distributors, LLC – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
(a)
|
Quasar Distributors, LLC, the Registrant’s principal underwriter, acts as principal underwriter for the following investment companies:
|
Academy Funds Trust
|
IronBridge Funds, Inc.
|
Advisors Series Trust
|
Jacob Funds, Inc.
|
Aegis Funds
|
Jensen Portfolio, Inc.
|
Aegis Value Fund, Inc.
|
Kirr Marbach Partners Funds, Inc.
|
Allied Asset Advisors Funds
|
KKR Alternative Corporate Opportunities Fund P
|
Alpine Equity Trust
|
KKR Series Trust
|
Alpine Income Trust
|
Litman Gregory Funds Trust
|
Alpine Series Trust
|
LKCM Funds
|
Artio Global Investment Funds
|
LoCorr Investment Trust
|
Artio Select Opportunities Fund, Inc.
|
Loeb King Trust
|
Barrett Opportunity Fund, Inc.
|
Lord Asset Management Trust
|
Brandes Investment Trust
|
MainGate Trust
|
Brandywine Blue Fund, Inc.
|
Managed Portfolio Series
|
Brandywine Fund, Inc.
|
Matrix Advisors Value Fund, Inc.
|
Bridge Builder Trust
|
Merger Fund
|
Bridges Investment Fund, Inc.
|
Monetta Trust
|
Brookfield Investment Funds
|
Nicholas Family of Funds, Inc.
|
Brown Advisory Funds
|
Permanent Portfolio Family of Funds, Inc.
|
Buffalo Funds
|
Perritt Funds, Inc.
|
Country Mutual Funds Trust
|
PRIMECAP Odyssey Funds
|
Cushing Funds Trust
|
Professionally Managed Portfolios
|
DoubleLine Funds Trust
|
Prospector Funds, Inc.
|
ETF Series Solutions
|
Provident Mutual Funds, Inc.
|
Evermore Funds Trust
|
Purisima Funds
|
FactorShares Trust
|
Rainier Investment Management Mutual Funds
|
First American Funds, Inc.
|
RBC Funds Trust
|
First American Investment Funds, Inc.
|
SCS Financial Funds
|
First American Strategy Funds, Inc.
|
Stone Ridge Trust
|
Glenmede Fund, Inc.
|
Thompson IM Funds, Inc.
|
Glenmede Portfolios
|
TIFF Investment Program, Inc.
|
Greenspring Fund, Inc.
|
Trust for Professional Managers
|
Guinness Atkinson Funds
|
USA Mutuals
|
Harding Loevner Funds, Inc.
|
USFS Funds Trust
|
Hennessy Funds Trust
|
Wall Street Fund, Inc.
|
Hennessy Funds, Inc.
|
Westchester Capital Funds
|
Hennessy Mutual Funds, Inc.
|
Wexford Trust/PA
|
Hennessy SPARX Funds Trust
|
Wisconsin Capital Funds, Inc.
|
Hotchkis & Wiley Funds
|
WY Funds
|
Intrepid Capital Management Funds Trust
|
YCG Funds
|
Records Maintained By:
|
Registrant’s Investment Advisers
|
AC ONE Asset Management, LLC
444 South Flower Street
Los Angeles, California 90071
|
Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, Minnesota 55101
|
|
Bushido Capital Partners LLC
21 DuPont Circle NW, Suite 500
Washington, D.C. 20036
|
|
Coho Partners, Ltd.
300 Berwyn Park
801 Cassatt Road, Suite 100
Berwyn, Pennsylvania 19312
|
|
Corporate Financial Solutions, Inc.
4365 Crescent Road
Irondale, Alabama 35210
|
|
Cove Street Capital, LLC
2321 Rosecrans Avenue
El Segundo, California 90245
|
|
Great Lakes Advisors, LLC
222 South Riverside Plaza
Chicago, Illinois 60606
|
|
Hilton Capital Management, LLC
1010 Franklin Avenue
Garden City, New York 11530
|
|
Lawson Kroeker Investment Management, Inc.
450 Regency Parkway, Suite 410
Omaha, Nebraska 68114
|
|
Montage Investments, LLC
11300 Tomahawk Creek Parkway, Suite 200
Leawood, KS 66211
|
|
New Path Capital Advisors
61 Blue River Parkway, Unit B
Silverthorne, Colorado 80498
|
|
Nuance Investments, LLC
One Ward Parkway, Suite 126
Kansas City, Missouri 64112
|
|
Pension Partners, LLC
430 West 14
th
Street, Suite 505
New York, New York 10014
|
|
Reinhart Partners, Inc.
1500 West Market Street, Suite 100
Mequon, Wisconsin 53092
|
Records Maintained By:
|
Smith Asset Management Group, LP
100 Crescent Court, Suite 1150
Dallas, Texas 75201
|
|
Tortoise Capital Advisors, L.L.C.
11550 Ash Street, Suite 300
Leawood, Kansas 66211
|
|
Registrant’s Investment Sub-Advisers
|
Advanced Investment Partners, LLC
100 Main Street, Suite 301
Safety Harbor, Florida 34695
|
Consilium Investment Management LLC
3101 N. Federal Hwy, Suite 502
Fort Lauderdale, FL 33306
|
Signature
|
Title
|
||
Roel C. Campos*
|
Trustee
|
||
Roel C. Campos
|
|||
Robert J. Kern*
|
Trustee
|
||
Robert J. Kern
|
|||
David A. Massart*
|
Trustee
|
||
David A. Massart
|
|||
Leonard M. Rush*
|
Trustee
|
||
Leonard M. Rush
|
|||
David M. Swanson*
|
Trustee
|
||
David M. Swanson
|
|||
/s/ James R. Arnold
|
President and Principal Executive Officer
|
||
James R. Arnold
|
|||
/s/ Brian R. Wiedmeyer
|
Treasurer and Principal Financial Officer
|
||
Brian R. Wiedmeyer
|
|||
*By:
|
/s/ James R. Arnold
|
||
James R. Arnold, Attorney-In Fact
pursuant to Power of Attorney
|
Exhibit
Number
|
Description
|
|
(d)(3)(ii)
|
Second Amendment to the Investment Advisory Agreement between the Trust, on behalf of the Tortoise Select Opportunity Fund, and Tortoise Capital Advisors, L.L.C.
|
|
(e)(3)(iv)
|
Fourth Amendment to the Distribution Agreement between the Trust, on behalf of the Tortoise Select Opportunity Fund, and Quasar Distributors, LLC
|
|
(g)(14)
|
Thirteenth Amendment to the Custody Agreement between the Trust and U.S. Bancorp Fund Services
|
|
(h)(14)
|
Thirteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services
|
|
(h)(31)
|
Thirteenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services
|
|
(h)(48)
|
Thirteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services
|
|
(h)(54)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, the Tortoise North American Energy Independence Fund and Tortoise Select Opportunity Fund, and Tortoise Capital Advisors, L.L.C.
|
|
(i)(14)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Tortoise Select Opportunity Fund
|
|
(m)
|
Amended and Restated Rule 12b-1 Plan
|
|
(n)
|
Amended and Restated Rule 18f-3 Plan
|
MANAGED PORTFOLIO SERIES: | |||
By: | /s/ James R. Arnold | ||
James R. Arnold
|
|||
President and Principal Executive Officer
|
TORTOISE CAPITAL ADVISORS, L.L.C.: | |||
By: | /s/ Terry C. Matlack | ||
Terry C. Matlack | |||
Managing Director |
Series of Managed Portfolio Series
|
Annual Fee Rate as % of
Current Net Assets
|
|
Tortoise MLP & Pipeline Fund
|
0.85%
|
|
Tortoise North American Energy Independence Fund
|
0.85%
|
|
Tortoise Select Opportunity Fund
|
0.85%
|
MANAGED PORTFOLIO SERIES | QUASAR DISTRIBUTORS, LLC |
By: /s/ James R. Arnold | By: /s/ James R. Schoenike |
Name: James R. Arnold | Name: James R. Schoenike |
Title: President | Title: President |
|
WHEREAS,
the parties to the Agreement desire to amend the Agreement to add the
Tortoise Select Opportunity Fund
; and
|
MANAGED PORTFOLIO SERIES | U.S. BANK, N.A. |
By: /s/ James R. Arnold | By: /s/ Michael R. McVoy |
Name: James R. Arnold | Name: Michael R. McVoy |
Title: President | Title: Senior Vice President |
Multiple Series Trust
DOMESTIC CUSTODY SERVICES
FEE SCHEDULE at November, 2012
|
Annual Fee Based Upon Market Value Per Fund
Domestic: […] basis points on average daily market value
Canadian: […] basis points on average daily market value
Minimum annual fee per fund - $[…]
Plus portfolio transaction fees
Portfolio Transaction Fees
$[…] /book entry DTC transaction
$[…] per transaction through Federal Reserve
$[…] per transaction for GIC contracts/Physical Securities
$[…] per option contract
$[…] per paydown on mortgage backed securities
$[…] per Fed wire charge on Repurchase Agreement collateral in/out
$[…] per incoming wire transfers
$[…] per outgoing wire transfers
$[…] per dividend reinvestment
$[…] per futures contracts
$[…] per Canadian Trade
§
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
§
No charge for the initial conversion free receipt.
§
Overdrafts – charged to the account at prime interest rate plus […].
Chief Compliance Officer Support Fee
§
$
[…]
/year (Waived)
Out-Of-Pocket Expenses
Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at
custodian (DWAC) fees, and extraordinary expenses based upon complexity.
Fees are billed monthly
|
GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE November, 2012
|
||||||||
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
Argentina
|
All
|
[…]
|
$
[…]
|
Lithuania
|
All
|
[…]
|
$
[…]
|
|
Australia
|
All
|
[…]
|
$
[…]
|
Luxembourg
|
All
|
[…]
|
$
[…]
|
|
Austria
|
All
|
[…]
|
$
[…]
|
Malaysia
|
All
|
[…]
|
$
[…]
|
|
Bahrain
|
All
|
[…]
|
$
[…]
|
Mali*
|
All
|
[…]
|
$
[…]
|
|
Bangladesh
|
All
|
[…]
|
$
[…]
|
Malta
|
All
|
[…]
|
$
[…]
|
|
Belgium
|
All
|
[…]
|
$
[…]
|
Mauritius
|
All
|
[…]
|
$
[…]
|
|
Benin*
|
All
|
[…]
|
$
[…]
|
Mexico
|
All
|
[…]
|
$
[…]
|
|
Bermuda
|
All
|
[…]
|
$
[…]
|
Morocco
|
All
|
[…]
|
$
[…]
|
|
Botswana
|
All
|
[…]
|
$
[…]
|
Namibia
|
All
|
[…]
|
$
[…]
|
|
Brazil
|
All
|
[…]
|
$
[…]
|
Netherlands
|
All
|
[…]
|
$
[…]
|
|
Bulgaria
|
All
|
[…]
|
$
[…]
|
New Zealand
|
All
|
[…]
|
$
[…]
|
|
Burkina Faso*
|
All
|
[…]
|
$
[…]
|
Niger*
|
All
|
[…]
|
$
[…]
|
|
Canada
|
All
|
[…]
|
$
[…]
|
Nigeria
|
All
|
[…]
|
$
[…]
|
|
Cayman Islands*
|
All
|
[…]
|
$
[…]
|
Norway
|
All
|
[…]
|
$
[…]
|
|
Channel Islands*
|
All
|
[…]
|
$
[…]
|
Oman
|
All
|
[…]
|
$
[…]
|
|
Chile
|
All
|
[…]
|
$
[…]
|
Pakistan
|
All
|
[…]
|
$
[…]
|
|
China“A” Shares
|
All
|
[…]
|
$
[…]
|
Palestinian Autonomous Area*
|
All
|
[…]
|
$
[…]
|
|
China“B” Shares
|
All
|
[…]
|
$
[…]
|
Peru
|
All
|
[…]
|
$
[…]
|
|
Columbia
|
All
|
[…]
|
$
[…]
|
Philippines
|
All
|
[…]
|
$
[…]
|
|
Costa Rica
|
All
|
[…]
|
$
[…]
|
Poland
|
All
|
[…]
|
$
[…]
|
|
Croatia
|
All
|
[…]
|
$
[…]
|
Portugal
|
All
|
[…]
|
$
[…]
|
|
Cyprus*
|
All
|
[…]
|
$
[…]
|
Qatar
|
All
|
[…]
|
$
[…]
|
|
Czech Republic
|
All
|
[…]
|
$
[…]
|
Romania
|
All
|
[…]
|
$
[…]
|
|
Denmark
|
All
|
[…]
|
$
[…]
|
Russia
|
Equities/Bonds
|
[…]
|
$
[…]
|
|
Ecuador
|
All
|
[…]
|
$
[…]
|
Russia
|
MINFINs
|
[…]
|
$
[…]
|
|
Egypt
|
All
|
[…]
|
$
[…]
|
Senegal*
|
All
|
[…]
|
$
[…]
|
|
Estonia
|
All
|
[…]
|
$
[…]
|
Serbia*
|
All
|
[…]
|
$
[…]
|
|
Euromarkets(3)
|
All
|
[…]
|
$
[…]
|
Singapore
|
All
|
[…]
|
$
[…]
|
|
Finland
|
All
|
[…]
|
$
[…]
|
Slovak Republic
|
All
|
[…]
|
$
[…]
|
|
France
|
All
|
[…]
|
$
[…]
|
Slovenia
|
All
|
[…]
|
$
[…]
|
|
Germany
|
All
|
[…]
|
$
[…]
|
South Africa
|
All
|
[…]
|
$
[…]
|
|
Ghana
|
All
|
[…]
|
$
[…]
|
South Korea
|
All
|
[…]
|
$
[…]
|
|
Greece
|
All
|
[…]
|
$
[…]
|
Spain
|
All
|
[…]
|
$
[…]
|
|
Guinea Bissau*
|
All
|
[…]
|
$
[…]
|
Sri Lanka
|
All
|
[…]
|
$
[…]
|
|
Hong Kong
|
All
|
[…]
|
$
[…]
|
Swaziland
|
All
|
[…]
|
$
[…]
|
|
Hungary
|
All
|
[…]
|
$
[…]
|
Sweden
|
All
|
[…]
|
$
[…]
|
|
Iceland
|
All
|
[…]
|
$
[…]
|
Switzerland
|
All
|
[…]
|
$
[…]
|
|
India
|
All
|
[…]
|
$
[…]
|
Taiwan
|
All
|
[…]
|
$
[…]
|
|
Indonesia
|
All
|
[…]
|
$
[…]
|
Thailand
|
All
|
[…]
|
$
[…]
|
|
Ireland
|
All
|
[…]
|
$
[…]
|
Togo*
|
All
|
[…]
|
$
[…]
|
|
Israel
|
All
|
[…]
|
$
[…]
|
Trinidad & Tobago*
|
All
|
[…]
|
$
[…]
|
|
Italy
|
All
|
[…]
|
$
[…]
|
Tunisia
|
All
|
[…]
|
$
[…]
|
|
Ivory Coast
|
All
|
[…]
|
$
[…]
|
Turkey
|
All
|
[…]
|
$
[…]
|
|
Jamaica*
|
All
|
[…]
|
$
[…]
|
UAE
|
All
|
[…]
|
$
[…]
|
|
Japan
|
All
|
[…]
|
$
[…]
|
United Kingdom
|
All
|
[…]
|
$
[…]
|
|
Jordan
|
All
|
[…]
|
$
[…]
|
Ukraine
|
All
|
[…]
|
$
[…]
|
|
Kazakhstan
|
All
|
[…]
|
$
[…]
|
Uruguay
|
All
|
[…]
|
$
[…]
|
|
Kenya
|
All
|
[…]
|
$
[…]
|
Venezuela
|
All
|
[…]
|
$
[…]
|
|
Latvia
|
Equities
|
[…]
|
$
[…]
|
Vietnam*
|
All
|
[…]
|
$
[…]
|
|
Latvia
|
Bonds
|
[…]
|
$
[…]
|
Zambia
|
All
|
[…]
|
$
[…]
|
|
Lebanon
|
All
|
[…]
|
$
[…]
|
$
[…]
Annual Base Fee
1.
0-9 Global Holdings
2.
Canadian Transaction Fee $
[…]
3.
Canadian Market Value Charge
[…]
bps
Any other countries are TBD.
|
$
[…]
Annual Base Fee
1.
10 or more Global Holdings
2.
Standard Global Custody Fee Schedule Applies
|
§
|
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
|
§
|
For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
§
|
3
rd
Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3
rd
party will be charged $
[…]
.
|
§
|
Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
|
§
|
A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
|
§
|
SWIFT reporting and message fees.
|
|
WHEREAS,
the parties to the Agreement desire to amend the Agreement to add the
Tortoise Select Opportunity Fund
; and
|
MANAGED PORTFOLIO SERIES | U.S. BANCORP FUND SERVICES, LLC |
By: /s/ James R. Arnold | By: /s/ Michael R. McVoy |
Printed Name: James R. Arnold | Printed Name: Michael R. McVoy |
Title: President | Title: Executive Vice President |
FUND ACCOUNTING, FUND ADMINISTRATION, PORTFOLIO COMPLIANCE, AND
CHIEF COMPLIANCE OFFICER (CCO) SERVICES at November, 2012
|
Annual Fee Based Upon Average Net Assets Per Fund
[…]% ([…] basis points) on the first $[…] million
[…]% ([…] basis points) on the next $[…] million
[…]% ([…] basis points) on the balance
Minimum annual fee: $[…] per fund
§
Additional fee of $[…] for each additional class
§
Additional fee of $[…] per additional manager / sub-advisor per fund
CCO Annual Fees (per fund or sub-advisor)
§
$[…] /fund (subject to change based on Board review and approval)
§
$[…] / sub-advisor per fund
Out-Of-Pocket Expenses
Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, EDGAR filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities.
Services Included
§
Daily Performance Reporting
§
Advisor Information Source Web Portal
§
USBFS Legal Administration (e.g., registration statement update)
Additional Services
Available but not included above are the following services – Daily compliance testing (Charles River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upon.
Fees are billed monthly.
|
FUND ADMINISTRATION & PORTFOLIO COMPLIANCE – Tortoise
ADDITIONAL SERVICES at November, 2012
|
I
n support of external legal counsel
(Subject to services provided; assumes single manager; fees to be paid by Adviser)
Subsequent new fund launch
$[…] /project – one fund (Tortoise MLP & Pipeline Fund)
$[…] /project – second fund (Tortoise North American Energy Independence Fund)
$[…] /project – each subsequent fund
Note: Outside legal fees are included in the above fees only for the
Tortoise MLP & Pipeline Fund
and
Tortoise North American Energy Independence Fund
.
Additional reviews by Trust counsel for atypical circumstances are billed at cost.
Subsequent new share class launch
– $[…] /project
Multi-manager funds
– as negotiated based upon specific requirements
Proxy
– as negotiated based upon specific requirements
Fees quoted above exclude out-of-pocket expenses, including but not limited to:
§
Postage, if necessary
§
Federal and state regulatory filing fees
§
Expenses from Board of Trustee meetings
§
Third party auditing and legal expenses (unless otherwise noted)
§
EDGAR/XBRL filing
§
All other out-of-pocket expenses
Daily Compliance Services (Charles River)
§
Base fee – $[…] /fund per year
§
Setup – $[…] /fund group
§
Data Feed – $[…] /security per month
Annual Section 15(c) Reporting
§
$[…] /fund per report – first CUSIP
§
$[…] /additional CUSIP report
Equity Attribution
§
Base fee - $[…] per year, plus
§
$
[…]
first user
§
$
[…]
2nd user
§
$
[…]
thereafter
|
MANAGED PORTFOLIO SERIES | U.S. BANCORP FUND SERVICES, LLC |
By: /s/ James R. Arnold | By: /s/ Michael R. McVoy |
Printed Name: James R. Arnold | Printed Name: Michael R. McVoy |
Title: President | Title: Executive Vice President |
FUND ACCOUNTING, FUND ADMINISTRATION, PORTFOLIO COMPLIANCE, AND
CHIEF COMPLIANCE OFFICER (CCO) SERVICES at August 1, 2012
|
Annual Fee Based Upon Average Net Assets Per Fund
[…]% ([…] basis points) on the first $[…] million
[…]% ([…] basis points) on the next $[…] million
[…]% ([…] basis points) on the balance
Minimum annual fee: $[…] per fund
§
Additional fee of $[…] for each additional class
§
Additional fee of $[…] per additional manager / sub-advisor per fund
CCO Annual Fees (per fund or sub-advisor)
§
$[…] /fund (subject to change based on Board review and approval)
§
$[…] / sub-advisor per fund
Out-Of-Pocket Expenses
Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, EDGAR filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities.
Services Included
§
Daily Performance Reporting
§
Advisor Information Source Web Portal
§
USBFS Legal Administration (e.g., registration statement update)
Additional Services
Available but not included above are the following services – Daily compliance testing (Charles River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upon.
Fees are billed monthly.
|
FUND ACCOUNTING SERVICES – Tortoise
SUPPLEMENTAL SERVICES
FEE SCHEDULE at August 1, 2012
|
Pricing Services
§
$
[…]
Domestic and Canadian Equities/Options
§
$
[…]
Corp/Gov/Agency Bonds/International Equities/Futures/Currency Rates
§
$
[…]
CMOs/Municipal Bonds/Money Market Instruments/International Bonds
§
$
[…]
- Bank Loans
§
$
[…]
- Credit Default Swaps/Swaptions
§
$
[…]
- Basic Interest Rate Swaps
§
$
[…]
/Fund per Month - Mutual Fund Pricing
§
$
[…]
/Foreign Equity Security per Month for Corporate Action Service
§
$
[…]
/Domestic Equity Security per Month for Corporate Action Service
§
$
[…]
/Month Manual Security Pricing (>10/day)
Factor Services (BondBuyer)
§
$
[…]
/CMO/Month
§
$
[…]
/Mortgage Backed/Month
§
$
[…]
/Month Minimum/Fund Group
Fair Value Services (Interactive Data)
§
$
[…]
on the First
[…]
Securities/Day
§
$
[…]
on the Balance of Securities/Day
NOTE: Prices above are based on using IDC as the primary pricing service and are subject to change. Use of alternative sources may result in additional fees.
|
MANAGED PORTFOLIO SERIES | U.S. BANCORP FUND SERVICES, LLC |
By: /s/ James R. Arnold | By: /s/ Michael R. McVoy |
Printed Name: James R. Arnold | Printed Name: Michael R. McVoy |
Title: President | Title: Executive Vice President |
TRANSFER AGENT & SHAREHOLDER SERVICES at August 1, 2012 – Tortoise
|
Service Charges to the Fund
§
Base Fee $[…] / CUSIP / year
§
NSCC Level 3 Accounts $[…] / open account / year
§
Other Open Accounts $[…] / open account / year
§
Daily Accrual Accounts $[…] / open account / year
§
Closed Accounts $[…] / closed account / year
§
System Implementation & Setup $[…] one time fee (amortized over 1 year)
Activity Charges
§
Omnibus Account Transaction $[…] /transaction
§
Telephone Calls $[…] /minute
§
Voice Response Calls $[…] /call
§
Manual Shareholder Transaction & Correspondence $[…] /item
§
Daily Valuation/Manual 401k Trade $[…] /trade
§
Redemption fee tracking (short-term trader) $[…] /per account < […] days
$[…] /per account < […] days
Out-Of-Pocket Expenses
Including but not limited to mailing expenses, AML verification services, special reports, record retention, processing of literature fulfillment kits, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC charges, voice response (VRU) maintenance and development, data communication, conversion and implementation charges, and travel.
Additional Services
Available but not outlined above are the following services – e-commerce services including FAN Web, FAN Mail, Vision, Informa e-statements, investor e-mail services, individual performance statements; advisor data access via web or dedicated line, cost basis reporting, MARS sales reporting & 22c-2 reporting, 12b-1 aging, dealer reclaim services, literature fulfillment, physical certificate processing, programming charges, training, Excessive Trader, Same Day Cash Flow System and additional services mutually agreed upon.
Fees are billed monthly.
|
TRANSFER AGENT & SHAREHOLDER SERVICES
SUPPLEMENTAL SERVICES - E-COMMERCE SERVICES
FEE SCHEDULE at August 1, 2012 - Tortoise
|
FAN Web
Shareholder internet access to account information and transaction capabilities through a hyperlink at the fund group web site. Shareholders access account information, portfolio listing fund family, transaction history, purchase additional shares through ACH, etc.
§
FAN Web Premium (Fund Groups over
[…]
open accounts)
−
Implementation - $
[…]
/fund group – includes up to 25 hours of technical/BSA support
−
Annual Base Fee - $
[…]
/year
§
FAN Web Select (Fund Groups under
[…]
open accounts)
−
Implementation - $
[…]
/fund group – includes up to 10 hours of technical/BSA support
−
Annual Base Fee - $
[…]
/year
§
FAN Web Direct (API) – Quoted Separately
§
Customization - $
[…]
/hour
§
Activity (Session) Fees:
−
Inquiry - $
[…]
/event
−
Account Maintenance - $
[…]
/event
−
Transaction – financial transactions, reorder statements, etc. - $
[…]
/event
−
New Account Set-up - $
[…]
/event (Not available with FAN Web Select)
§
Strong Authentication:
−
$
[…]
/month per active FAN Web ID (Any ID that has had activity within the 180-day period prior to the billing cycle)
FAN Mail
Financial planner mailbox provides transaction, account and price information to financial planners and small broker/dealers for import into a variety of financial planning software packages.
§
Base Fee Per Management Company – file generation and delivery - $
[…]
/year
§
Per Record Charge
−
Rep/Branch/ID - $
[…]
−
Dealer - $
[…]
§
Price Files - $
[…]
or $
[…]
/user per month, whichever is less
Vision Mutual Fund Gateway
Permits broker/dealers, financial planners, and RIAs to use a web-based system to perform order and account inquiry, execute trades, print applications, review prospectuses, and establish new accounts.
§
Inquiry Only
−
Inquiry - $
[…]
/event
−
Per broker ID - $
[…]
/month per ID
§
Transaction Processing
−
Implementation - $
[…]
/management company
−
Transaction – purchase, redeem, exchange, literature order - $
[…]
/event
−
New Account Setup – $
[…]
/event
−
Monthly Minimum Charge - $
[…]
/month
Vision Electronic Statements
Provides the capability for financial intermediaries to access electronic statements via the Vision application.*
§
Implementation Fees
−
Develop eBusiness Solutions Software - $
[…]
/fund group
−
Code Print Software - $
[…]
/fund group
§
Load charges
−
$
[…]
/image
§
Archive charge (for any image stored beyond 2 years)
−
$
[…]
/document
*Normal Vision ID and activity charges also apply.
|
TRANSFER AGENT & SHAREHOLDER SERVICES
SUPPLEMENTAL SERVICES - E-COMMERCE SERVICES
FEE SCHEDULE at August 1, 2012 - Tortoise
|
Client Web Data Access
USBFS client on-line access to fund and investor data through USBFS technology applications and data delivery and security software.
§
Setup: MFx Portal - $[…]
§
Service - $[…] /user per month
§
Access to the following systems included:
−
BDS – Statement Storage and Retrieval
−
ReportSource – Mainframe T/A Report Library
−
T/A Imaging – Thin Client AWD
−
FundSource – Comprehensive Fund Information
−
3270 – T/A Mainframe Access
§
Custom Electronic File Exchange (DDS of delivery of TIP files) - $[…] one time setup fee
-
$[…] /file per month maintenance fee
Client Dedicated Line Data Access
For USBFS clients requiring continuous on-line access to USBFS shareholder accounting systems, such as for client call center support:
§
$[…] /year per workstation for TA2000 AWD access
§
Plus data communications setup and monthly charges based upon location and bandwidth
§
Plus training billed at hourly rates plus out-of-pocket expenses
Programming Charges
§
$[…] /hour
§
Charges incurred for customized services based upon fund family requirements including but not limited to:
-
Fund setup programming (transfer agent system, statements, options, etc.) – estimate 10 hours per CUSIP
-
Select reports – shareholder system queries for customized reporting, mailings, etc.
-
File transmissions of client requested shareholder data file extracts
-
Conversion programming
-
Customized service development
-
Voice response system setup (menu selections, shareholder system integration, testing, etc.) – estimated at 3 hours per fund family
-
All other client specific customization and/or development services
Transfer Agent Training Services
§
On-site at USBFS - $[…] /day
§
At client location - $[…] /day plus travel and out-of-pocket expenses
|
TRANSFER AGENT & SHAREHOLDER SERVICES
SUPPLEMENTAL SERVICES –
FEE SCHEDULE at August 1, 2012 - Tortoise
|
FAF Money Market Fund Service Organizations
§
$
[…]
/money market share class per year
§
Out-of-pocket expenses (see Transfer Agent Fee Schedule)
Charges Paid by Investors
Shareholder accounts will be charged based upon the type of activity and type of account, including the following:
Qualified Plan Fees
§
$
[…]
/qualified plan account or Coverdell ESA account (Cap at $
[…]
/SSN)
§
$
[…]
/transfer to successor trustee
§
$
[…]
/participant distribution (Excluding SWPs)
§
$
[…]
/refund of excess contribution
§
$
[…]
/reconversion/recharacterization
Additional Shareholder Paid Fees
§
$
[…]
/outgoing wire transfer or overnight delivery
§
$
[…]
/telephone exchange
§
$
[…]
/return check or ACH or stop payment
§
$
[…]
/research request per account (Cap at $
[…]
/request) (This fee applies to requests for statements older than the prior year)
Literature Fulfillment Services*
§
Account Management
−
$
[…]
/month (account management, lead reporting and database administration)
§
Out-of-Pocket Expenses
−
Kit and order processing expenses, postage, and printing
§
Inbound Teleservicing Only
−
Account Management - $
[…]
/month
−
Call Servicing - $
[…]
/minute
§
Lead Conversion Reporting (Closed Loop)
−
Account Management- $
[…]
/month
−
Database Installation, Setup -$
[…]
/fund group
−
Specialized Programming - (Separate Quote)*
*Fees exclude postage and printing charges
.
Physical Certificate Processing
– Services to support the setup and processing of physical certificated shares for a fund family:
§
$
[…]
setup/fund group
§
$
[…]
/certificate transaction
Jumbo Pricing (JUMBO)
–
allows grouping of accounts for the purpose of calculating the advanced commission paid to a dealer.
§
$
[…]
/account group per year
Expedited CUSIP Setup
- $
[…]
/CUSIP (Less than 35 days)
|
MANAGED PORTFOLIO SERIES
on behalf of the series listed on Schedule A
|
TORTOISE CAPITAL ADVISORS, L.L.C.
|
|
By:
/s/ James R. Arnold
|
By:
/s/ Terry C. Matlack
|
|
Name: James R. Arnold
|
Name: Terry C. Matlack
|
|
Title: President and Principal Executive Officer
|
Title: Managing Director
|
Series of Managed Portfolio Series
|
Operating Expense Limit
|
Termination Date
|
Tortoise MLP & Pipeline Fund
|
May 31, 2014
|
|
Institutional Class
|
1.10% of average daily net assets
|
|
Investor Class
|
1.35% of average daily net assets
|
|
C Class
|
2.10% of average daily net assets
|
|
Tortoise North American Energy Independence Fund
|
One year from the date on which Fund issues first share
|
|
Institutional Class
|
1.10% of average annual net assets
|
|
Investor Class
|
1.35% of average annual net assets
|
|
C Class
|
2.10% of average annual net assets
|
|
Tortoise Select Opportunity Fund
|
One year from the date on which Fund issues first share
|
|
Institutional Class
|
1.10% of average annual net assets
|
|
Investor Class
|
1.35% of average annual net assets
|
|
C Class
|
2.10% of average annual net assets
|
a)
|
The Post-Effective Amendment;
|
b)
|
The Trust’s Agreement and Declaration of Trust, dated January 25, 2011, as amended and restated by the Trust’s Amended and Restated Agreement and Declaration of Trust dated May 4, 2011 (as so amended and restated, the "Trust Instrument");
|
c)
|
The Trust’s Certificate of Trust, dated January 27, 2011;
|
d)
|
The Trust’s By-Laws, dated January 25, 2011, as amended and restated by the Trust’s Amended and Restated Bylaws dated May 4, 2011 (as so amended and restated, the "By-Laws"), each as approved by the Board of Trustees of the Trust (the "Board");
|
e)
|
Copies of certain resolutions (the "Resolutions") adopted and approved by the Board with respect to the Fund and to the issuance of shares of beneficial interest in the Shares;
|
f)
|
A Certificate of Good Standing for the Trust, dated September 25, 2013, obtained from the Secretary of State of the State of Delaware: and
|
g)
|
A certificate of the Secretary of the Trust with respect to certain matters, dated on or about the date hereof;
|
2.
|
RULE 12B-1 AGREEMENTS
|
Series of Managed Portfolio Series
|
12b-1 Fee
|
AC ONE China Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
ATAC Inflation Rotation Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Bushido Capital Long/Short Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Coho Relative Value Equity Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
CSC Small Cap Value Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Great Lakes Bond Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Great Lakes Disciplined Equity Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Great Lakes Large Cap Value Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Great Lakes Small Cap Opportunity Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Hilton Yield Plus Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
New Path Global Tactical Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Nuance Concentrated Value Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Reinhart Mid Cap Private Market Value Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Smith Group Large Cap Core Growth Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Smith Group Small Cap Focused Growth Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Tortoise MLP & Pipeline Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Class C Shares
|
1.00% of average daily net assets
|
Tortoise North American Energy Independence Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Class C Shares
|
1.00% of average daily net assets
|
Tortoise Select Opportunity Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Class C Shares
|
1.00% of average daily net assets
|
Series of Managed Portfolio Series
|
12b-1 Fee
|
AC ONE China Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
ATAC Inflation Rotation Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Bushido Capital Long/Short Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Coho Relative Value Equity Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
CSC Small Cap Value Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Great Lakes Bond Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Great Lakes Disciplined Equity Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Great Lakes Large Cap Value Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Great Lakes Small Cap Opportunity Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Hilton Yield Plus Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
New Path Global Tactical Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Nuance Concentrated Value Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Reinhart Mid Cap Private Market Value Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Smith Group Large Cap Core Growth Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Smith Group Small Cap Focused Growth Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Tortoise MLP & Pipeline Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Class C Shares
|
1.00% of average daily net assets
|
Tortoise North American Energy Independence Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Class C Shares
|
1.00% of average daily net assets
|
Tortoise Select Opportunity Fund
|
|
Investor Class Shares
|
0.25% of average daily net assets
|
Class C Shares
|
1.00% of average daily net assets
|
1.
|
Front-end sales charges or CDSCs;
|
2.
|
Rule 12b-1 plan distribution fees and shareholder servicing fees, if applicable to a particular Class;
|
3.
|
Transfer agency and other recordkeeping costs to the extent allocated to a particular Class;
|
4.
|
SEC and blue sky registration fees incurred separately by a particular Class;
|
5.
|
Litigation or other legal expenses relating solely to a particular Class;
|
6.
|
Printing and postage expenses related to the preparation and distribution of Class specific materials such as shareholder reports, prospectuses and proxies to shareholders of a particular Class;
|
7.
|
Expenses of administrative personnel and services as required to support the shareholders of a particular Class;
|
8.
|
Audit or accounting fees or expenses relating solely to a particular Class;
|
9.
|
Trustee fees and expenses incurred as a result of issues relating solely to a particular Class; and
|
10.
|
Any other expenses, excluding advisory or custodial fees or other expenses related to the management of a Fund’s assets, subsequently identified that should be properly allocated to a particular Class, which shall be approved by the Trust’s Board of Trustees (the “Board”) and a majority of the trustees of the Board who are not interested trustees (each, a “Disinterested Trustee”).
|
Fund
|
Maximum
Initial Sales Charge
|
Contingent Deferred
Sales Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder Servicing
Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
AC ONE China Fund
|
5.50%
|
None
|
0.25%
|
None
|
Yes
|
None
|
None
|
ATAC Inflation Rotation Fund
|
None
|
None
|
0.25%
|
None
|
None
|
None
|
2.00%/90 days
|
Bushido Capital Long/Short Fund
|
4.75%
|
None
|
0.25%
|
0.10%
|
Yes
|
None
|
1.00%/180 days
|
Coho Relative Value Equity Fund
|
None
|
None
|
0.25%
|
0.10%
|
Yes
|
None
|
2.00%/60 days
|
CSC Small Cap Value Fund
|
3.50%
|
None
|
0.25%
|
None
|
Yes
|
None
|
None
|
Great Lakes Bond Fund
|
5.00%
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Great Lakes Disciplined Equity Fund
|
5.00%
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Great Lakes Large Cap Value Fund
|
5.00%
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Great Lakes Small Cap Opportunity Fund
|
5.00%
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Hilton Yield Plus
|
None
|
None
|
0.25%
|
None
|
Yes
|
None
|
2.00%/60 days
|
New Path Global Tactical Fund
|
5.00%
|
None
|
0.25%
|
None
|
Yes
|
None
|
1.00%/30 days
|
Nuance Concentrated Value Fund
|
5.75%
|
None
(1)
|
0.25%
|
0.15%
|
Yes
|
None
|
None
|
Reinhart Mid Cap Private Market Value Fund
|
None
|
None
|
0.25%
|
None
|
None
|
None
|
None
|
Smith Group Large Cap Core Growth Fund
|
None
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Smith Group Small Cap Focused Growth Fund
|
None
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Tortoise MLP & Pipeline Fund
|
5.75%
|
None
(1)
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Tortoise North American Energy
Independence Fund
|
5.75%
|
None
(1)
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Tortoise Select Opportunity Fund
|
5.75%
|
None
(1)
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
(1)
|
No sales charge is payable at the time of purchase on investments of $1 million or more, although the Fund may impose a Contingent Deferred Sales Charge (“CDSC”) of 1.00% on certain redemptions of those investments made within 12 months of the purchase. If imposed, the CDSC will be assessed on an amount equal to the lesser of the shareholder’s initial investment or the value of the shareholder’s investment at redemption.
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred
Sales
Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing
Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
AC ONE China Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Advantus Strategic Dividend Income Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Bushido Capital Long/Short Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
1.00%/180 days
|
Coho Relative Value Equity Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
2.00%/60 days
|
Corporate America Short Duration Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
CSC Small Cap Value Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Great Lakes Bond Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Great Lakes Disciplined Equity Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Great Lakes Large Cap Value Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Great Lakes Small Cap Opportunity Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Hilton Yield Plus Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
2.00%/60 days
|
LK Balanced Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
New Path Global Tactical Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
1.00%/30 days
|
Nuance Concentrated Value Fund
|
None
|
None
|
None
|
0.15%
|
None
|
None
|
None
|
Smith Group Large Cap Core Growth Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Smith Group Small Cap Focused Growth Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Tortoise MLP & Pipeline Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Tortoise North American Energy Independence Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Tortoise Select Opportunity Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred Sales
Charge
|
Maximum
Annual Rule
12b-1
Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing
Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Reinhart Mid Cap Private Market Value Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred Sales Charge
|
Maximum Annual Rule 12b-1 Distribution
Fee
|
Maximum
Annual Shareholder
Servicing Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Tortoise MLP & Pipeline Fund
|
None
(1)
|
1%/12 months
|
1.00%
|
None
|
None
|
Yes
|
None
|
Tortoise North American Energy Independence Fund
|
None
(1)
|
1%/12 months
|
1.00%
|
None
|
None
|
Yes
|
None
|
Tortoise Select Opportunity Fund
|
None
(1)
|
1%/12 months
|
1.00%
|
None
|
None
|
Yes
|
None
|
(1)
|
No front-end sales charge is payable by a shareholder at the time of purchase, although the Distributor advances broker-dealers the first year distribution and services fee at a rate of 1.00% on investments in C Class Shares. As a result, the Fund imposes a CDSC of 1.00% on redemptions of investments made within 12 months of purchase. The CDSC is assessed on an amount equal to the lesser of the shareholder’s initial investment or the value of the shareholder’s investment at redemption. The first years’ Rule 12b-1 distribution fee is retained by the Distributor as reimbursement for the amount advanced. After the first year, broker-dealers will receive ongoing 12b-1 fees associated with their clients’ investments.
|