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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351
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☒ |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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☒ | ||
Amendment No.
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352 | ☒ |
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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Michael P. O’Hare, Esq.
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Stradley Ronon Stevens & Young, LLP.
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2005 Market Street, Suite 2600
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Philadelphia, PA 19103
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☐ |
immediately upon filing pursuant to paragraph (b)
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☒ |
On March 30, 2018 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
March 30, 2018
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TABLE OF CONTENTS | |
1
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1
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8
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16
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16
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16
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21
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31
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31
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31
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33
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33
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34
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37
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40
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41
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47
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48
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48
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50
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51
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51
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51
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51
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Shareholder Fees
(fees paid directly from your investment)
|
Investor
Class
|
Institutional
Class
|
C Class
|
T Class
|
Maximum Front-End Sales Charge (Load) Imposed on Purchases
(as a percentage of the offering price)
|
5.75%
|
None
|
None
|
2.50%
|
Maximum Deferred Sales Charge (Load)
(as a percentage of initial investment or the value of the investment at redemption, whichever is lower)
|
None
(1)
|
None
|
1.00%
(2)
|
None
|
Redemption Fee
|
None
|
None
|
None
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
Investor
Class
|
Institutional
Class
|
C Class
|
T Class
|
Management Fees
|
0.85%
|
0.85%
|
0.85%
|
0.85%
|
Distribution and Service (Rule 12b-1) Fees
|
0.25%
|
0.00%
|
1.00%
|
0.25%
|
Other Expenses
|
0.11%
|
0.11%
|
0.11%
|
0.11%
|
Total Annual Fund Operating Expenses
|
1.21%
|
0.96%
|
1.96%
|
1.21%
|
(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. 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.
|
(2) |
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 investment of the shares redeemed and the value of the shares redeemed at the time of redemption.
|
One Year
|
Three Years
|
Five Years
|
Ten Years
|
|
Investor Class
|
$691
|
$937
|
$1,202
|
$1,957
|
Institutional Class
|
$98
|
$306
|
$531
|
$1,178
|
C Class
|
$299
|
$615
|
$1,057
|
$2,285
|
T Class
|
$370
|
$624
|
$898
|
$1,679
|
One Year
|
Three Years
|
Five Years
|
Ten Years
|
|
C Class
|
$199
|
$615
|
$1,057
|
$2,285
|
· |
An investment vehicle for accessing a portfolio of MLP and pipeline companies;
|
· |
A traditional flow-through mutual fund structure with daily liquidity at NAV;
|
· |
Simplified tax reporting through a Form 1099;
|
· |
A fund offering the potential for total return through capital appreciation and current income;
|
· |
A fund that may be suitable for retirement and other tax exempt accounts;
|
· |
Potential diversification of their overall investment portfolio; and
|
· |
Professional securities selection and active management by an experienced adviser.
|
|
Best Quarter
|
Worst Quarter
|
Q2 2016 19.66%
|
Q3 2015 (24.73)%
|
(1) |
No returns are shown for T Class Shares since T Class Shares are not currently available for purchase. Average annual total returns for T Class Shares would have been substantially similar to those for other classes offered by the Fund because each class of shares would be invested in the same portfolio of securities, and the annual returns would differ only to the extent that the classes have different expenses.
|
(2) |
The Fund offers multiple classes of shares. The Institutional and Investor Class commenced operations on May 31, 2011 and C Class commenced operations on September 19, 2012. Performance shown prior to inception of the C Class is based on the performance of the Institutional Class, adjusted for the higher expenses applicable to C Class.
|
(3) |
The Tortoise North American Pipeline Index
SM
is a float-adjusted, capitalization weighted index of pipeline companies headquartered in the United States and Canada.
|
Investor
Class
|
Institutional
Class
|
C Class
|
T Class
|
|
Minimum Initial Investment
|
$2,500
|
$1,000,000
|
$2,500
|
$2,500
|
Subsequent Minimum Investment
|
$100
|
$100
|
$100
|
$100
|
Shareholder Fees
(fees paid directly from your investment)
|
Investor
Class
|
Institutional
Class
|
C Class
|
T Class
|
|
Maximum Front-End Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
5.75%
|
None
|
None
|
2.50%
|
|
Maximum Deferred Sales Charge (Load)
(as a percentage of the initial investment or the value of the investment at redemption, whichever is lower)
|
None
(1)
|
None
|
1.00%
(2)
|
None
|
|
Redemption Fee
|
None
|
None
|
None
|
None
|
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
Investor
Class
|
Institutional
Class
|
C Class
|
T Class
|
|
Management Fees
|
0.85%
|
0.85%
|
0.85%
|
0.85%
|
|
Distribution and Service (Rule 12b-1) Fees
|
0.25%
|
0.00%
|
1.00%
|
0.25%
|
|
Other Expenses
|
0.57%
|
0.57%
|
0.57%
|
0.57%
|
|
Total Annual Fund Operating Expenses
|
1.67%
|
1.42%
|
2.42%
|
1.67%
|
|
Less: Expenses Reimbursement
(3)
|
(0.32)%
|
(0.32)%
|
(0.32)%
|
(0.32)%
|
|
Total Annual Fund Operating Expenses After Expenses Reimbursement
(3)
|
1.35%
|
1.10%
|
2.10%
|
1.35%
|
|
(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. 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.
|
(2) |
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.
|
(3) |
Tortoise Capital Advisors, L.L.C. (the “Adviser”) has contractually agreed to reimburse the Fund for its operating expenses, in order to ensure that Total Annual Fund Operating Expenses (excluding Rule 12b-1 fees, acquired fund fees and expenses, brokerage commissions, leverage/borrowing interest, interest expense, taxes and extraordinary expenses) do not exceed 1.10% of the average daily net assets of the Fund. Expenses reimbursed by the Adviser may be recouped by the Adviser for a period of 36 months following the month during which such reimbursement was made if such recoupment can be achieved without exceeding the expense limit in effect at the time the expense reimbursement occurred and at the time of the recoupment. The Operating Expenses Limitation Agreement will be in effect and cannot be terminated through at least March 31, 2019.
|
One Year
|
Three Years
|
Five Years
|
Ten Years
|
|
Investor Class
|
$705
|
$1,042
|
$1,402
|
$2,412
|
Institutional Class
|
$112
|
$418
|
$746
|
$1,674
|
C Class
|
$313
|
$724
|
$1,262
|
$2,732
|
T Class
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$384
|
$733
|
$1,105
|
$2,151
|
One Year
|
Three Years
|
Five Years
|
Ten Years
|
|
C Class
|
$213
|
$724
|
$1,262
|
$2,732
|
· |
Upstream Companies
that explore, develop, complete, drill or produce crude oil, condensate, natural gas and natural gas liquids (“NGLs”);
|
· |
Midstream Companies
that transport, process, gather and store such commodities and their derivative products such as diesel, gasoline and jet fuel;
|
· |
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
|
· |
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.
|
· |
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
;
|
· |
A fund offering the potential for total return;
|
· |
Professional securities selection and active management by an experienced adviser;
|
· |
A traditional flow-through mutual fund structure with daily liquidity at NAV; and
|
· |
Simplified tax reporting through a Form 1099.
|
Best Quarter
|
Worst Quarter
|
Q2 2014 12.82%
|
Q3 2015 (22.48)%
|
Average Annual Total Returns for the periods ended December 31, 2017
(1)
|
||
One Year
|
Since Inception
(September 30, 2013)
|
|
Institutional Class
|
||
Return Before Taxes
|
(5.14)%
|
(0.46)%
|
Return After Taxes on Distributions
|
(5.14)%
|
(0.62)%
|
Return After Taxes on Distributions and Sale of Fund Shares
|
(2.91)%
|
(0.38)%
|
Investor Class
|
||
Return Before Taxes
|
(10.90)%
|
(2.09)%
|
C Class
|
||
Return Before Taxes
|
(7.09)%
|
(1.44)%
|
S&P 500
®
Index (reflects no deduction for fees, expenses or taxes)
|
21.83%
|
13.87%
|
S&P Energy Select Sector
®
Index (reflects no deduction for fees, expenses or taxes)
|
(0.86)%
|
(0.50)%
|
(1) |
No returns are shown for T Class Shares since T Class Shares are not currently available for purchase. Average annual total returns for T Class Shares would have been substantially similar to those for other classes offered by the Fund because each class of shares would have invested in the same portfolio of securities, and the annual returns would differ only to the extent that the classes have different expenses.
|
Investor
Class
|
Institutional
Class
|
C Class
|
T Class
|
|
Minimum Initial Investment
|
$2,500
|
$1,000,000
|
$2,500
|
$2,500
|
Subsequent Minimum Investment
|
$100
|
$100
|
$100
|
$100
|
· |
Essential Energy Infrastructure Assets
— Companies that operate critical assets that connect sources of energy supply to areas of energy demand. These businesses are essential to economic productivity and experience relatively inelastic demand.
|
· |
Total Return Potential
— Companies that generate a current cash return at the time of investment with dividend or distribution growth potential. The MLP & Pipeline Fund does not intend to invest in start-up companies or companies with speculative business plans.
|
· |
Predictable Revenues —
Companies with stable and predictable revenue streams, often linked to areas experiencing demographic growth and with low commodity price risk.
|
· |
Stable Operating Structures —
Companies with relatively low maintenance expenditures and economies of scale due to operating leverage and an appropriate ratio of debt to equity and coverage/payout ratio with respect to dividends or distributions.
|
· |
High Barriers to Entry —
Companies with operating assets that are difficult to replicate due to regulation, natural monopolies, availability of land or high costs of new development.
|
· |
Long-Lived Assets —
Companies that operate tangible assets with long economic useful lives (generally 20 years or more).
|
· |
Experienced, Operations-Focused Management Teams —
Companies with management teams possessing successful track records and who have substantial knowledge, experience, and focus in their particular segments of the energy infrastructure industry.
|
· |
Upstream Companies
that explore, develop, complete, drill or produce crude oil, condensate, natural gas and NGLs;
|
· |
Midstream Companies
that transport, process, gather and store such commodities and their derivative products such as diesel, gasoline and jet fuel;
|
· |
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
|
· |
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
.
|
· |
Review of historical and prospective financial information;
|
· |
Quarterly updates, conference calls and/or management meetings;
|
· |
Analysis of financial models and projections;
|
· |
On-site visits; and
|
· |
Screening of key documents.
|
· |
Call Risk.
During periods of declining interest rates, a bond issuer may “call,” or repay, its high yielding bonds before their maturity dates. In this event a Fund would then be forced to invest in the unanticipated proceeds at lower interest rates, resulting in a decline in its income.
|
· |
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.
|
· |
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. The Funds will be exposed to heightened interest rate risk as interest rates rise from historically low levels. Substantial redemptions from bond and other income funds may worsen that impact. Other types of securities also may be adversely affected from an increase in interest rates.
|
· |
Reinvestment Risk
. If a Fund reinvests the proceeds of matured or sold securities at market interest rates that are below its portfolio earnings rate, its income will decline.
|
· |
Prepayment and Extension Risk.
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 Funds 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. This is known as extension risk and may increase the Funds’ sensitivity to rising rates and the potential for price declines.
Debt securities with longer maturities are subject to greater price shifts as a result of interest rate changes. Also, if a 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.
|
· |
Duration Risk
. None of the Funds have a 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.
|
MLP & Pipeline Fund
|
0.85%
|
Select Opportunity Fund
|
0.53%
|
· |
The name of the Fund(s);
|
· |
The class of shares to be purchased;
|
· |
The dollar amount of shares to be purchased;
|
· |
Your Account Application or investment stub; and
|
· |
A check payable to the name of each Fund or a wire transfer received by each Fund.
|
Regular Mail
|
Overnight or Express Mail
|
Name of the Fund(s)
|
Name of the Fund(s)
|
c/o U.S. Bancorp Fund Services, LLC
|
c/o U.S. Bancorp Fund Services, LLC
|
P.O. Box 701
|
615 East Michigan Street, 3rd Floor
|
Milwaukee, WI 53201-0701
|
Milwaukee, WI 53202
|
Wire to:
|
U.S. Bank, N.A.
|
|
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:
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Name of the Fund(s)
|
|
[Class of shares to be purchased]
|
||
[Shareholder Name/Account Registration)]
|
|
|
|
[Shareholder Account Number]
|
|
· |
The shareholder’s name;
|
· |
The name of the Fund;
|
· |
The class of shares to be redeemed;
|
· |
The account number;
|
· |
The share or dollar amount to be redeemed; and
|
· |
Signatures by all shareholders on the account and signature guarantee(s), if applicable.
|
· |
If ownership is being changed on your account;
|
· |
When redemption proceeds are payable or sent to any person, address or bank account not on record;
|
· |
When a redemption is received by the Transfer Agent and the account address has changed within the last 15 calendar days; and
|
· |
For all redemptions in excess of $100,000 from any shareholder account.
|
Regular Mail
|
Overnight or Express Mail
|
Name of the Fund(s)
|
Name of the Fund(s)
|
c/o U.S. Bancorp Fund Services, LLC
|
c/o U.S. Bancorp Fund Services, LLC
|
P.O. Box 701
|
615 East Michigan Street, 3rd Floor
|
Milwaukee, WI 53201-0701
|
Milwaukee, WI 53202
|
· |
Your Fund account number;
|
· |
The name in which your account is registered; or
|
· |
The Social Security or taxpayer identification number under which the account is registered.
|
Regular Mail
|
Overnight or Express Mail
|
Name of the Fund(s)
|
Name of the Fund(s)
|
c/o U.S. Bancorp Fund Services, LLC
|
c/o U.S. Bancorp Fund Services, LLC
|
P.O. Box 701
|
615 East Michigan Street, 3rd Floor
|
Milwaukee, WI 53201-0701
|
Milwaukee, WI 53202
|
· |
Your account number;
|
· |
The name of the Fund(s) and Share Class(es) you are exchanging;
|
· |
The dollar amount or number of shares you want to sell (and exchange); and
|
· |
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.
|
· |
Your Fund account number(s);
|
· |
The name in which your account is registered; or
|
· |
The social security or taxpayer identification number under which the account is registered.
|
|
Investor Class
|
Institutional Class
|
C Class
|
T Class
|
Minimum Initial
Investment
|
$2,500
|
$1,000,000
|
$2,500
|
$2,500
|
Subsequent
Minimum
Investment
|
$100
|
$100
|
$100
|
$100
|
Waiver/Reduction
of Investment
Minimums
|
At the Funds’ discretion
|
Although not limited to the list below, the Funds 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
·
Employee retirement
plans sponsored by,
affiliates of, or employees
(including their immediate
families) of, the Adviser
or its affiliates.
|
At the Funds’ discretion
|
At the Funds’ discretion
|
Investor Class
|
Institutional Class
|
C Class
|
T Class
|
(1) |
Percentages may vary slightly for particular investors as a result of rounding.
|
(2) |
No sales load is payable at the time of purchase on investments of Investor Class shares of $1 million or more, although for such investments the Funds may impose a CDSC of 1.00% on certain redemptions. 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. Accordingly, no sales load is imposed on increases in NAV above the initial purchase price.
|
· |
A qualified retirement plan under Section 401(a) of the Code or a plan operating consistent with Section 403(b) of the Code, or certain qualified plans offered through a recordkeeping platform (financial intermediaries need to have an agreement in place with respect to such purchases with the Distributor or its affiliates in order for its clients to qualify);
|
· |
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 (financial intermediaries need to have an agreement in place with respect to such purchases with the Distributor or its affiliates in order for its clients to qualify);
|
· |
The Adviser and its affiliates;
|
· |
Shareholders buying through select platforms and fund supermarkets where the broker/dealers, that have an agreement in place with respect to such purchases with the Distributor or its affiliates, 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);
|
· |
Financial intermediaries who have an agreement in place with respect to such purchases with the Distributor or its affiliates to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers; and
|
· |
Reinvestment of all or part of the proceeds of redemption of your Investor Class shares into the same Fund and account from which it had been redeemed, if the reinvestment is made within 60 calendar days of the receipt of your redemption request.
|
· |
Financial intermediaries that have an agreement in place with respect to such purchases with the Distributor or its affiliates, who charge clients an ongoing fee for advisory, investment, consulting or similar services;
|
· |
Financial intermediaries that have an agreement in place with respect to such purchases with the Distributor or its affiliates, who charge their clients transaction fees with respect to their investments in the Funds;
|
· |
Financial intermediaries with clients of a registered investment adviser (“RIA”) purchasing Fund shares in fee based advisory accounts, through certain broker-dealers utilizing omnibus accounts;
|
· |
Individuals and institutional investors such as defined benefit plans, foundations or endowments, that meet the minimum initial investment set by the Fund;
|
· |
Institutions and individuals that use trust departments or family/multi-family offices that exercise investment discretion;
|
· |
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;
|
· |
Certain qualified plans under Section 529 of the Internal Revenue Code, as amended;
|
· |
Certain insurance related products that have an agreement in place with respect to such purchases with the Distributor or its affiliates;
|
· |
Certain advisory accounts of the Adviser or its affiliates;
|
· |
Trustees and officers of the Trust; directors, officers and employees of the Adviser and its affiliates (including 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; and
|
· |
Employee retirement plans sponsored by, affiliates of, or employees (including their immediate families) of, the Adviser or its affiliates.
|
Sales Load as % of:
|
|||
Amount of Investment
|
Public
Offering Price
|
Net Asset
Value
|
Dealer
Reallowance %
|
$0 but less than $250,000
|
2.50%
|
2.56%
|
2.50%
|
$250,000 but less than $500,000
|
2.00%
|
2.04%
|
2.00%
|
$500,000 but less than $1,000,000
|
1.50%
|
1.52%
|
1.50%
|
Greater than $1,000,000
|
1.00%
|
1.01%
|
1.00%
|
Payments to Financial Intermediaries
|
Year
Ended
November
30, 2017
|
Year
Ended
November
30, 2016
|
Year
Ended
November
30, 2015
|
Year
Ended
November
30, 2014
|
Year
Ended
November
30, 2013
|
|||||
Per Common Share Data
(1)
|
|||||||||
Net asset value, beginning of year
|
$13.67
|
$11.23
|
$16.76
|
$15.07
|
$
12.54
|
||||
Investment operations:
|
|||||||||
Net investment income
(2)
|
0.13
|
0.18
(3)
|
0.31
|
0.12
|
0.10
|
||||
Net realized and unrealized gain (loss) on investments and translations of foreign currency
(2)
|
(0.64)
|
2.56
|
(5.45)
|
2.85
|
2.64
|
||||
Total from investment operations
|
(0.51)
|
2.74
|
(5.14)
|
2.97
|
2.74
|
||||
Less distributions from:
|
|||||||||
Net investment income
|
(0.20)
|
(0.25)
|
(0.30)
|
(0.22)
|
(0.07)
|
||||
Net realized gains
|
–
|
–
|
(0.02)
|
(0.98)
|
(0.14)
|
||||
Return of capital
|
(0.19)
|
(0.05)
|
(0.07)
|
(0.08)
|
–
|
||||
Total distributions
|
(0.39)
|
(0.30)
|
(0.39)
|
(1.28)
|
(0.21)
|
||||
Net asset value, end of period
|
$12.77
|
$13.67
|
$11.23
|
$16.76
|
$
15.07
|
||||
Total Return
(4)
|
(3.81)%
|
25.25%
|
(30.90)%
|
19.70%
|
22.31%
|
||||
Supplemental Data and Ratios
|
|||||||||
Net assets, end of period (in 000’s)
|
$300,926
|
$312,642
|
$ 123,237
|
$ 264,146
|
$ 191,964
|
||||
Ratio of expenses to average net assets:
|
|||||||||
Before expense waiver/recoupment
|
1.21%
|
1.22%
|
1.24%
|
1.25%
|
1.29%
|
||||
After expense waiver/recoupment
|
1.21%
|
1.22%
|
1.24%
|
1.25%
|
1.33%
|
||||
Ratio of net investment income to average net assets:
|
|||||||||
Before expense waiver/recoupment
|
0.92%
|
1.48%
|
1.46%
|
0.70%
|
1.18%
|
||||
After expense waiver/recoupment
|
0.92%
|
1.48%
|
1.46%
|
0.70%
|
1.14%
|
||||
Portfolio turnover rate
|
15%
|
25%
|
34%
|
34%
|
25%
|
Year
Ended
November 30,
2017
|
Year
Ended
November 30,
2016
|
Year
Ended
November 30,
2015
|
Year
Ended
November 30,
2014
|
Year
Ended
November 30,
2013
|
|||||
Per Common Share Data
(1)
|
|||||||||
Net asset value, beginning of year
|
$13.76
|
$11.28
|
$16.84
|
$15.16
|
$
12.60
|
||||
Investment operations:
|
|||||||||
Net investment income
(2)
|
0.15
|
0.21
(3)
|
0.24
|
0.15
|
0.15
|
||||
Net realized and unrealized gain (loss) on investments and translations of foreign currency
(2)
|
(0.64)
|
2.59
|
(5.37)
|
2.87
|
2.64
|
||||
Total from investment operations
|
(0.49)
|
2.80
|
(5.13)
|
3.02
|
2.79
|
||||
Less distributions from:
|
|||||||||
Net investment income
|
(0.22)
|
(0.27)
|
(0.34)
|
(0.28)
|
(0.09)
|
||||
Net realized gains
|
–
|
–
|
(0.02)
|
(0.98)
|
(0.14)
|
||||
Return of capital
|
(0.20)
|
(0.05)
|
(0.07)
|
(0.08)
|
–
|
||||
Total distributions
|
(0.42)
|
(0.32)
|
(0.43)
|
(1.34)
|
(0.23)
|
||||
Net asset value, end of period
|
$12.85
|
$13.76
|
$11.28
|
$16.84
|
$
15.16
|
||||
Total Return
|
(3.63%)
|
25.62%
|
(30.71)%
|
19.97%
|
22.60%
|
||||
Supplemental Data and Ratios
|
|||||||||
Net assets, end of period (in 000’s)
|
$2,872,704
|
$ 2,213,434
|
$ 1,242,133
|
$ 1,627,019
|
$ 874,170
|
||||
Ratio of expenses to average net assets:
|
|||||||||
Before expense waiver/recoupment
|
0.96%
|
0.97%
|
0.99%
|
1.00%
|
1.04%
|
||||
After expense waiver/recoupment
|
0.96%
|
0.97%
|
0.99%
|
1.00%
|
1.08%
|
||||
Ratio of net investment income to average net assets:
|
|||||||||
Before expense waiver/recoupment
|
1.17%
|
1.73%
|
1.71%
|
0.95%
|
1.43%
|
||||
After expense waiver/recoupment
|
1.17%
|
1.73%
|
1.71%
|
0.95%
|
1.39%
|
||||
Portfolio turnover rate
|
15%
|
25%
|
34%
|
34%
|
25%
|
Year
Ended
November 30,
2017
|
Year
Ended
November 30,
2016
|
Year
Ended
November 30,
2015
|
Year
Ended
November 30,
2014
|
Year
Ended
November 30,
2013
|
|||||
Per Common Share Data
(1)
|
|||||||||
Net asset value, beginning of year
|
$13.51
|
$11.14
|
$16.62
|
$14.93
|
$
12.52
|
||||
Investment operations:
|
|||||||||
Net investment income
(2)
|
(0.02)
|
0.08
(3)
|
0.12
|
0.04
|
0.09
|
||||
Net realized and unrealized gain (loss) on investments
and translations of foreign currency
(2)
|
(0.62)
|
2.55
|
(5.32)
|
2.77
|
2.53
|
||||
Total from investment operations
|
(0.60)
|
2.63
|
(5.20)
|
2.81
|
2.62
|
||||
Less distributions from:
|
|||||||||
Net investment income
|
(0.16)
|
(0.22)
|
(0.19)
|
(0.07)
|
(0.07)
|
||||
Net realized gains
|
–
|
–
|
(0.02)
|
(0.98)
|
(0.14)
|
||||
Return of capital
|
(0.14)
|
(0.04)
|
(0.07)
|
(0.07)
|
–
|
||||
Total distributions
|
(0.30)
|
(0.26)
|
(0.28)
|
(1.12)
|
(0.21)
|
||||
Net asset value, end of year
|
$12.61
|
$13.51
|
$11.14
|
$16.62
|
$
14.93
|
||||
Total Return
(4)
|
(4.51)%
|
24.37%
|
(31.42)%
|
18.81%
|
21.37%
|
||||
Supplemental Data and Ratios
|
|||||||||
Net assets, end of year (in 000’s)
|
$58,147
|
$60,170
|
$ 48,928
|
$ 79,714
|
$ 27,937
|
||||
Ratio of expenses to average net assets:
|
|||||||||
Before expense waiver/recoupment
|
1.96%
|
1.97%
|
1.99%
|
2.00%
|
2.04%
|
||||
After expense waiver/recoupment
|
1.96%
|
1.97%
|
1.99%
|
2.00%
|
2.08%
|
||||
Ratio of net investment income (loss) to average net assets:
|
|||||||||
Before expense waiver/recoupment
|
0.17%
|
0.73%
|
0.71%
|
(0.05)%
|
0.43%
|
||||
After expense waiver/recoupment
|
0.17%
|
0.73%
|
0.71%
|
(0.05)%
|
0.39%
|
||||
Portfolio turnover rate
|
15%
|
25%
|
34%
|
34%
|
25%
|
||||
Year
Ended
November 30,
2017
|
Year
Ended
November 30,
2016
|
Year
Ended
November 30,
2015
|
Year
Ended
November 30,
2014
|
Period from
September 30,
2013
(1)
to
November 30,
2013
|
|||||
Per Common Share Data
(2)
|
|||||||||
Net asset value, beginning of period
|
$10.19
|
$8.80
|
$9.93
|
$10.06
|
$
10.00
|
||||
Investment operations:
|
|||||||||
Net investment income (loss)
(3)
|
(0.05)
|
0.03
|
0.07
|
(–)
(4)
|
0.01
|
||||
Net realized and unrealized gain (loss) on investments and translations of foreign currency
(3)
|
(1.14)
|
1.38
|
(1.19)
|
(0.04)
|
0.05
|
||||
Total from investment operations
|
(1.19)
|
1.41
|
(1.12)
|
(0.04)
|
0.06
|
||||
Less distributions from:
|
|||||||||
Net investment income
|
(0.02)
|
(0.02)
|
(0.01)
|
(0.01)
|
–
|
||||
Net realized gains
|
–
|
–
|
–
|
(0.08)
|
–
|
||||
Total distributions
|
(0.02)
|
(0.02)
|
(0.01)
|
(0.09)
|
–
|
||||
Net asset value, end of period
|
$8.98
|
$10.19
|
$8.80
|
$9.93
|
$
10.06
|
||||
Total Return
(5)(6)
|
(11.67)%
|
16.06%
|
(11.34)%
|
(0.38)%
|
0.60%
|
||||
Supplemental Data and Ratios
|
|||||||||
Net assets, end of period (in 000’s)
|
$4,371
|
$3,068
|
$ 2,392
|
$ 5,845
|
$ 60
|
||||
Ratio of expenses to average net assets:
|
|||||||||
Before expense waiver
(7)
|
1.67%
|
1.95%
|
1.91%
|
2.53%
|
25.45%
|
||||
After expense waiver
(7)
|
1.35%
|
1.35%
|
1.35%
|
1.35%
|
1.35%
|
||||
Ratio of net investment income (loss) to average net assets:
|
|||||||||
Before expense waiver
(7)
|
(0.77)%
|
(0.19)%
|
(0.03)%
|
(1.23)%
|
(23.34)%
|
||||
After expense waiver
(7)
|
(0.45)%
|
0.41%
|
0.53%
|
(0.05)%
|
0.76%
|
||||
Portfolio turnover rate
(6)
|
105%
(8)
|
168%
|
126%
|
131%
|
44%
|
Year
Ended
November 30,
2017
|
Year
Ended
November 30,
2016
|
Year
Ended
November 30,
2015
|
Year
Ended
November 30,
2014
|
Period from
September 30,
2013
(1)
to
November 30,
2013
|
|||||
Per Common Share Data
(2)
|
|||||||||
Net asset value, beginning of period
|
$10.22
|
$8.83
|
$9.95
|
$10.06
|
$
10.00
|
||||
Investment operations:
|
|||||||||
Net investment income (loss)
(3)
|
(0.02)
|
0.03
|
0.07
|
0.01
|
0.01
|
||||
Net realized and unrealized gain (loss) on investments and translations of foreign currency
(3)
|
(1.16)
|
1.41
|
(1.17)
|
(0.02)
|
0.05
|
||||
Total from investment operations
|
(1.18)
|
1.44
|
(1.10)
|
(0.01)
|
0.06
|
||||
Less distributions from:
|
|||||||||
Net investment income
|
(0.04)
|
(0.05)
|
(0.02)
|
(0.02)
|
–
|
||||
Net realized gains
|
–
|
–
|
–
|
(0.08)
|
–
|
||||
Total distributions
|
(0.04)
|
(0.05)
|
(0.02)
|
(0.10)
|
–
|
||||
Net asset value, end of period
|
$9.00
|
$10.22
|
$8.83
|
$9.95
|
$
10.06
|
||||
Total Return
(4)
|
(11.57)%
|
16.52%
|
(11.10)%
|
(0.15)%
|
0.60%
|
||||
Supplemental Data and Ratios
|
|||||||||
Net assets, end of period (in 000’s)
|
$57,431
|
$38,363
|
$ 35,030
|
$ 29,977
|
$ 2,369
|
||||
Ratio of expenses to average net assets:
|
|||||||||
Before expense waiver
(5)
|
1.42%
|
1.70%
|
1.66%
|
2.28%
|
25.20%
|
||||
After expense waiver
(5)
|
1.10%
|
1.10%
|
1.10%
|
1.10%
|
1.10%
|
||||
Ratio of net investment income (loss) to average net assets:
|
|||||||||
Before expense waiver
(5)
|
(0.52)%
|
0.06%
|
0.22%
|
(0.98)%
|
(23.09)%
|
||||
After expense waiver
(5)
|
(0.20)%
|
0.66%
|
0.78%
|
0.20%
|
1.01%
|
||||
Portfolio turnover rate
(4)
|
105%
(6)
|
168%
|
126%
|
131%
|
44%
|
Year
Ended
November 30,
2017
|
Year
Ended
November 30,
2016
|
Year
Ended
November 30,
2015
|
Year
Ended
November 30,
2014
|
Period from
September 30,
2013
(1)
to
November 30,
2013
|
|||||
Per Common Share Data
(2)
|
|||||||||
Net asset value, beginning of period
|
$9.98
|
$8.67
|
$9.86
|
$10.05
|
$
10.00
|
||||
Investment operations:
|
|||||||||
Net investment income (loss)
(3)
|
(0.04)
|
(0.03)
|
0.04
|
(0.06)
|
–
(4)
|
||||
Net realized and unrealized gain (loss) on investments and translations of foreign currency
(3)
|
(1.20)
|
1.36
|
(1.23)
|
(0.05)
|
0.05
|
||||
Total from investment operations
|
(1.24)
|
1.33
|
(1.19)
|
(0.11)
|
0.05
|
||||
Less distributions from:
|
|||||||||
Net investment income
|
–
|
(0.02)
|
(–)
(4)
|
–
|
–
|
||||
Net realized gains
|
–
|
–
|
–
|
(0.08)
|
–
|
||||
Total distributions
|
–
|
(0.02)
|
(–)
(4)
|
(0.08)
|
–
|
||||
Net asset value, end of period
|
$8.74
|
$9.98
|
$8.67
|
$9.86
|
$
10.05
|
||||
Total Return
(5)(6)
|
(12.42)%
|
15.41%
|
(12.06)%
|
(1.09)%
|
0.50%
|
||||
Supplemental Data and Ratios
|
|||||||||
Net assets, end of period (in 000’s)
|
$2,056
|
$1,379
|
$ 1,151
|
$ 200
|
$ 50
|
||||
Ratio of expenses to average net assets:
|
|||||||||
Before expense waiver
(7)
|
2.42%
|
2.70%
|
2.66%
|
3.28%
|
26.20%
|
||||
After expense waiver
(7)
|
2.10%
|
2.10%
|
2.10%
|
2.10%
|
2.10%
|
||||
Ratio of net investment income (loss) to average net assets:
|
|||||||||
Before expense waiver
(7)
|
(1.52)%
|
(0.94)%
|
(0.78)%
|
(1.98)%
|
(24.09)%
|
||||
After expense waiver
(7)
|
(1.20)%
|
(0.34)%
|
(0.22)%
|
(0.80)%
|
0.01%
|
||||
Portfolio turnover rate
(6)
|
105%
(8)
|
168%
|
126%
|
131%
|
44%
|
PRIVACY NOTICE
|
FOR MORE INFORMATION
|
· |
Free of charge from the SEC’s EDGAR database on the SEC’s Internet website at http://www.sec.gov;
|
· |
For a fee, by writing to the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549-1520; or
|
· |
For a fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
|
Front-end Sales Load Waivers on Investor Class Shares available at Merrill Lynch
|
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan
|
Shares purchased by or through a 529 Plan
|
Shares purchased through a Merrill Lynch affiliated investment advisory program
|
Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform
|
Shares of funds purchased through the Merrill Edge Self-Directed platform
|
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)
|
Shares exchanged from C Class (
i.e.
, level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date
|
Employees and registered representatives of Merrill Lynch or its affiliates and their family members
|
Trustees of the Trust, and employees of each Fund’s investment adviser or any of its affiliates, as described in this prospectus
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement)
|
CDSC Waivers on Investor Class, and C Class Shares available at Merrill Lynch
|
Death or disability of the shareholder
|
Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus
|
Return of excess contributions from an IRA Account
|
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½
|
Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch
|
Shares acquired through a right of reinstatement
|
Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to Investor Class and C shares only)
|
Front-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent
|
Breakpoints as described in this prospectus.
|
Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets
|
Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time
|
·
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans
|
·
|
Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules
|
·
|
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund
|
·
|
Shares purchased through a Morgan Stanley self-directed brokerage account
|
·
|
Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Investor Class shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program
|
1
|
|
2
|
|
30
|
|
33
|
|
33
|
|
33
|
|
34
|
|
35
|
|
36
|
|
37
|
|
39
|
|
39
|
|
40
|
|
41
|
|
44
|
|
46
|
|
50
|
|
50
|
|
50
|
|
51
|
|
51
|
|
54
|
|
55
|
|
56
|
|
56
|
|
57
|
|
57
|
|
58
|
|
60
|
|
60
|
|
60
|
|
60
|
|
60
|
|
61
|
|
61
|
|
62
|
|
66
|
|
67
|
|
·
|
Under normal circumstances, the MLP & Pipeline Fund will invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in securities of MLPs and pipeline companies. MLPs, also known as publicly traded partnerships, predominately operate, or directly or indirectly own, energy-related assets. Pipeline companies are defined as either entities in which the largest component of their assets, cash flow or revenue is associated with the operation or ownership of energy pipelines and complementary assets or entities operating in the energy pipeline industry as defined by standard industrial classification. Pipeline companies include investment companies that invest primarily in MLP or pipeline companies. The MLP & Pipeline Fund intends to focus its investments primarily in equity securities of MLP and pipeline companies that own and operate a network of energy infrastructure asset systems that transport, store, distribute, gather and/or process crude oil, refined petroleum products (including biodiesel and ethanol), natural gas or natural gas liquids.
|
·
|
Under normal circumstances, the MLP & Pipeline Fund may invest up to: (i) 30% of its total assets in securities denominated in the currency of a non-North American country, 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
MLP & Pipeline
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 MLP & Pipeline 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 MLP & Pipeline Fund has valued them. Illiquid securities may include restricted securities not determined by the Board to be liquid.
|
·
|
Under normal circumstances, the MLP & Pipeline Fund may invest up to 10% of its total assets in securities of any one issuer.
|
·
|
The MLP & Pipeline Fund will not invest in private companies.
|
·
|
The MLP & Pipeline Fund will not engage in short sales of securities.
|
·
|
Under normal circumstances, the Select Opportunity Fund may invest up to: (i) 30% of its total assets in in securities denominated in the currency of a non-North American country, which may include securities issued by 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
Select Opportunity
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 Select Opportunity 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 Select Opportunity Fund has valued them. Illiquid securities may include restricted securities not determined by the Board to be liquid.
|
·
|
Under normal circumstances, the Select Opportunity Fund may invest up to 15% of its total assets in securities of any one issuer.
|
Name, Address and
Year of Birth
|
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
|
|||||
Leonard M. Rush, CPA
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1946
|
Lead
Independent
Trustee and
Audit
Committee
Chairman
|
Indefinite
Term; Since
April 2011
|
37
|
Retired, Chief Financial Officer, Robert W. Baird & Co. Incorporated (2000-2011).
|
Independent Trustee,
ETF Series Solutions
( 29 Portfolios)
(2012-Present); Director,
Anchor Bancorp
Wisconsin, Inc. (2011-2013).
|
David A. Massart
615 E. Michigan St.
Milwaukee, WI 53202
Birth Year: 1967
|
Trustee and
Valuation
Committee
Chairman
|
Indefinite
Term; Since
April 2011
|
37
|
Co-Founder and Chief Investment Strategist, Next Generation Wealth Management, Inc. (2005-present).
|
Independent Trustee,
ETF Series Solutions
( 29 Portfolios) (2012-Present).
|
David M. Swanson
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1957
|
Trustee and
Nominating &
Governance
Committee
Chairman
|
Indefinite
Term; Since
April 2011
|
37
|
Founder and Managing Partner, SwanDog Strategic Marketing, LLC (2006-present); Executive Vice President, Calamos Investments (2004-2006).
|
Independent Trustee,
ALPS Variable
Investment Trust
( 11 Portfolios)
(2006-Present);
Independent Trustee,
RiverNorth Opportunities
Closed-End Fund
(2015-Present).
|
Interested Trustee
|
|||||
Robert J. Kern*
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1958
|
Chairman and
Trustee
|
Indefinite
Term; Since
January 2011
|
37
|
Executive Vice President, U.S. Bancorp Fund Services, LLC (1994-present).
|
None
|
Officers
|
|||||
James R. Arnold
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1957
|
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
|
Name, Address and
Year of Birth
|
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
|
Deborah Ward
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth : 1966
|
Vice
President,
Chief
Compliance
Officer and
Anti-Money
Laundering
Officer
|
Indefinite
Term; Since
April 2013
|
N/A
|
Senior Vice President, U.S. Bancorp Fund Services, LLC (2004-present).
|
N/A
|
Brian R. Wiedmeyer
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth : 1973
|
Treasurer and
Principal
Financial
Officer
|
Indefinite
Term; Since
January 2011
|
N/A
|
Vice President, U.S. Bancorp Fund Services, LLC (2005-present).
|
N/A
|
Thomas Bausch, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth : 1979
|
Secretary
|
Indefinite
Term; Since
November 2017
|
N/A
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC (2016-present); Associate, Godfrey & Kahn S.C. (2012-2016).
|
N/A
|
Ryan L. Roell
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1973
|
Assistant
Treasurer
|
Indefinite
Term; Since
September 2012
|
N/A
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC (2005-present).
|
N/A
|
Benjamin Eirich
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1981
|
Assistant
Treasurer
|
Indefinite
Term; Since
May 2016
|
N/A
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC (2008-present).
|
N/A
|
Doug Schafer
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1970
|
Assistant
Treasurer
|
Indefinite
Term; Since
May 2016
|
N/A
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC (2002-present).
|
N/A
|
|
Dollar Range of Fund Shares
Beneficially Owned (None, $1-$10,000, $10,001-
$50,000, $50,001-$100,000, Over $100,000)
|
||
Name
|
MLP & Pipeline Fund
|
Select Opportunity Fund
|
Aggregate Dollar Range
of Shares in the Trust
|
Independent Trustees
|
|||
Leonard M. Rush
|
None
|
None
|
$50,001-$100,000
|
David A. Massart
|
None
|
None
|
None
|
David M. Swanson
|
$1-$10,000
|
$1-$10,000
|
$50,001-$100,000
|
Interested Trustee
|
|||
Robert J. Kern
|
None
|
None
|
None
|
Name of Person/Position
|
Aggregate
Compensation
from the MLP
& Pipeline
Fund
1
|
Aggregate
Compensation
from the Select
Opportunity
Fund
1
|
Pension or
Retirement
Benefits
Accrued as
Part of
Fund
Expenses
|
Estimated
Annual
Benefits
Upon
Retirement
|
Total
Compensation
from the Funds
and the Trust
2
|
Leonard M. Rush, Lead
Independent Trustee and
Audit Committee Chairman
|
$3,032
|
$3,032
|
None
|
None
|
$100,500
|
David A. Massart, Independent
Trustee and Valuation Committee
Chairman
|
$2,861
|
$2,861
|
None
|
None
|
$94,500
|
David M. Swanson, Independent
Trustee and Nominating &
Governance Committee Chairman
|
$2,719
|
$2,719
|
None
|
None
|
$89,500
|
Robert J. Kern, Interested Trustee
|
None
|
None
|
None
|
None
|
None
|
1 |
Trustee fees and expenses are allocated among the Funds and any other series comprising the Trust.
|
2 |
The Trust includes other series in addition to the Funds.
|
Name and Address
|
% Ownership
|
Type of Ownership
(1)
|
Morgan Stanley Smith Barney LLC
1300 Thames Street, Floor 6
Baltimore, Maryland 21231-3496
|
69.71%
|
Record
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, California 94105-1905
|
11.84%
|
Record
|
National Financial Services LLC
499 Washington Boulevard
Jersey City, New Jersey 07310-1995
|
6.22%
|
Record
|
Name and Address
|
% Ownership
|
Type of Ownership
(1)
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, California 94105-1905
|
25.27%
|
Record
|
National Financial Services LLC
FEBO Fiduciary Trust Company
P.O. Box 55806
Boston, Massachusets 02205-5806
|
23.99%
|
Record
|
Morgan Stanley Smith Barney LLC
1300 Thames Street, Floor 6
Baltimore, Maryland 21231-3496
|
15.13%
|
Record
|
JP Morgan Securities LLC
4 Chase Metrotech Center
3
rd
Floor Mutual Fund Department
Brooklyn, New York 11245-0003
|
9.50%
|
Record
|
Name and Address
|
% Ownership
|
Type of Ownership
(1)
|
Morgan Stanley Smith Barney LLC
1300 Thames Street, Floor 6
Baltimore, Maryland 21231-3496
|
56.92%
|
Record
|
LPL Financial
4707 Executive Drive
San Diego, California 92121-3091
|
6.05%
|
Record
|
Name and Address
|
% Ownership
|
Parent Company
|
Jurisdiction
|
Type of Ownership
(1)
|
National Financial Services, LLC
FEBO Bicknell Family Holding Co., LLC
4200 West 115
th
Street, Suite 100
Leawood, Kansas 66211-2729
|
52.97%
|
Fidelity Global
Brokerage Group,
Inc.
|
DE
|
Beneficial
|
Name and Address
|
% Ownership
|
Type of Ownership
(1)
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, California 94105-1905
|
45.45%
|
Record
|
NFS, LLC
FEBO NATC & Co.
P.O. Box 874080
Kansas City, Missouri 64187-0001
|
26.43%
|
Record
|
Morgan Stanley Smith Barney, LLC
1 New York Plaza, 12
th
Floor
New York, New York 10004-1901
|
10.30%
|
Record
|
LPL Financial
4707 Executive Drive
San Diego, California 92121-3091
|
5.66%
|
Record
|
Name and Address
|
% Ownership
|
Type of Ownership
(1)
|
NFS, LLC
FEBO Bicknell Family Holding Co., LLC
4200 West 115
th
Street, Suite 100
Leawood, Kansas 66211-2729
|
58.66%
|
Beneficial
|
Morgan Stanley Smith Barney LLC
1300 Thames Street, Floor 6
Baltimore, Maryland 21231-3496
|
23.93%
|
Record
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, California 94105-1905
|
9.99%
|
Record
|
Name and Address
|
% Ownership
|
Type of Ownership
(1)
|
Morgan Stanley Smith Barney LLC
1300 Thames Street, Floor 6
Baltimore, Maryland 21231-3496
|
66.44%
|
Record
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, California 94105-1905
|
9.95%
|
Record
|
LPL Financial
4707 Executive Drive
San Diego, California 92121-3091
|
9.08%
|
Record
|
Tortoise Capital Advisors, L.L.C.
115550 Ash Street, Suite 300
Leawood, Kansas 66211-7811
|
5.20%
|
Beneficial
|
Advisory Fees Paid During the
Fiscal Years Ended November 30,
|
2017
|
2016
|
2015
|
Advisory Fees Accrued
|
$464,236
|
$280,907
|
$321,925
|
Advisory Fee Wavier or Expense Reimbursement
|
$(176,920)
|
$(198,762)
|
$(212,787)
|
Total Advisory Fees Paid to Adviser After Fee Wavier or Expense Reimbursement
|
$287,316
|
$82,145
|
$109,138
|
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
|
Brian A. Kessens
|
|||||
Registered investment companies
|
7
|
$4,566,870,884
|
0
|
$ -
|
|
Other pooled investment vehicles
|
16
|
$828,789,911
|
1
|
$175,772,564
|
|
Other Accounts
|
965
|
$6,664,460,902
|
0
|
$ -
|
|
James R. Mick
|
|||||
Registered investment companies
|
7
|
$4,566,870,884
|
0
|
$ -
|
|
Other pooled investment vehicles
|
16
|
$828,789,911
|
1
|
$175,772,564
|
|
Other Accounts
|
965
|
$6,664,460,902
|
0
|
$ -
|
|
Matthew G.P. Sallee
|
|||||
Registered investment companies
|
7
|
$4,566,870,884
|
0
|
$ -
|
|
Other pooled investment vehicles
|
16
|
$828,789,911
|
1
|
$175,772,564
|
|
Other Accounts
|
965
|
$6,664,460,902
|
0
|
$ -
|
|
Robert J. Thummel, Jr.
|
|||||
Registered investment companies
|
7
|
$4,566,870,884
|
0
|
$ -
|
|
Other pooled investment vehicles
|
16
|
$828,789,911
|
1
|
$175,772,564
|
|
Other Accounts
|
965
|
$6,664,460,902
|
0
|
$ -
|
|
Stephen Pang
|
|||||
Registered investment companies
|
7
|
$4,566,870,884
|
0
|
$ -
|
|
Other pooled investment vehicles
|
16
|
$828,789,911
|
1
|
$175,772,564
|
|
Other Accounts
|
965
|
$6,664,460,902
|
0
|
$ -
|
|
Brett Jergens
|
|||||
Registered investment companies
|
7
|
$4,566,870,884
|
0
|
$ -
|
|
Other pooled investment vehicles
|
16
|
$828,789,911
|
1
|
$175,772,564
|
|
Other Accounts
|
965
|
$6,664,460,902
|
0
|
$ -
|
|
Dollar Range of Fund Shares Beneficially Owned
(None, $1-$10,000, $10,001-$50,000, $50,001-
$100,000, $100,001 - $500,000, $500,001-$1,000,000,
Over $1,000,000)
|
|
Name of Portfolio Manager
|
MLP & Pipeline Fund
|
Select Opportunity Fund
|
Brian A. Kessens
|
$1 - $10,000
|
$10,001-$50,000
|
James R. Mick
|
$10,001-$50,000
|
$10,001-$50,000
|
Matthew G.P. Sallee
|
$10,001-$50,000
|
$10,001-$50,000
|
Robert J. Thummel, Jr.
|
None
|
$100,001-$500,000
|
Stephen Pang
|
None
|
None
|
Brett Jergens
|
$10,001-$50,000
|
None
|
|
2017
|
2016
|
2015
|
MLP & Pipeline Fund
|
$1,316,856
|
$863,971
|
$917,808
|
Select Opportunity Fund
|
$96,710
|
$90,682
|
$91,981
|
2017
|
2016
|
2015
|
|
Total Underwriting Commission
|
$814,011
|
$1,338,762
|
$318,919
|
Underwriting Commission Retained by the Distributor
|
$73,493
|
$48,159
|
$43,254
|
2017
|
2016
|
2015
|
|
Total Underwriting Commission
|
$13,563
|
$143
|
$23,998
|
Underwriting Commission Retained by the Distributor
|
$1,769
|
$18
|
$3,133
|
MLP & Pipeline Fund
|
C Class
|
Investor Class
|
Advertising/Marketing
|
$0
|
$0
|
Printing/Postage
|
$0
|
$0
|
Payment to distributor
|
$0
|
$7,550
|
Payment to dealers
|
$638,284
|
$747,443
|
Compensation to sales personnel
|
$0
|
$0
|
Other
|
$0
|
$0
|
Total
|
$638,284
|
$754,993
|
Select Opportunity Fund
|
C Class
|
Investor Class
|
Advertising/Marketing
|
$0
|
$0
|
Printing/Postage
|
$0
|
$0
|
Payment to distributor
|
$0
|
$0
|
Payment to dealers
|
$14,049
|
$9,905
|
Compensation to sales personnel
|
$0
|
$0
|
Other
|
$0
|
$0
|
Total
|
$14,049
|
$9,905
|
2017
|
2016
|
2015
|
|
MLP & Pipeline Fund
|
$434,586
|
$652,795
|
$448,456
|
Select Opportunity Fund
|
$39,093
|
$32,475
|
$22,500
|
2017
|
2016
|
|
MLP & Pipeline Fund
|
15%
|
25%
|
Select Opportunity Fund
|
105%
(1)
|
168%
|
(1)
|
The Select Opportunity Fund experienced a decrease in portfolio turnover during the fiscal year ended November 30, 2017. This decrease was a result of reduced portfolio transactions during the fiscal year.
|
·
|
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 Funds, and ensuring that proxies are submitted in a timely manner.
|
·
|
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.
|
·
|
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.
|
·
|
In situations where there may be a conflict of interest in the voting of proxies between the interests of a 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.
|
·
|
All proxies will be voted in accordance with any applicable investment restrictions of the Funds and, to the extent applicable, any resolutions or other instructions approved by the Board.
|
Net Assets Per Share Class
|
=
|
Net Asset Value Per Share Class
|
·
|
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 Funds, and ensuring that proxies are submitted in a timely manner.
|
·
|
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.
|
·
|
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.
|
·
|
In situations where there may be a conflict of interest in the voting of proxies between the interests of a 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.
|
·
|
All proxies will be voted in accordance with any applicable investment restrictions of the Funds and, to the extent applicable, any resolutions or other instructions approved by the Board.
|
Net Assets Per Share Class
|
=
|
Net Asset Value Per Share Class
|
Shares Outstanding Per Share Class
|
·
|
The name of the Fund
you are investing in;
|
·
|
The dollar amount of shares to be purchased;
|
·
|
The class of shares to be purchased;
|
·
|
Your Account Application or investment stub; and
|
·
|
A check payable to the name of the Fund or a wire transfer received by the Fund.
|
·
|
The shareholder’s name;
|
·
|
The name of the Fund;
|
·
|
The account number;
|
·
|
The share or dollar amount to be redeemed;
|
·
|
The class of shares to be redeemed; and
|
·
|
Signatures by all shareholders on the account (with signature(s) guaranteed, if applicable).
|
·
|
If ownership is changed on your account;
|
·
|
When redemption proceeds are payable or sent to any person, address or bank account not on record;
|
·
|
When a redemption is received by the Transfer Agent and the account address has changed within the last 15 calendar days; or
|
·
|
For all redemptions in excess of $100,000 from any shareholder account.
|
• |
A citizen or individual resident of the United States (including certain former citizens and former long-term residents);
|
• |
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;
|
• |
An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
|
• |
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.
|
Prospectus
March 30, 2018
|
|
1
|
|
7
|
|
7
|
|
7
|
|
10
|
|
19
|
|
19
|
|
19
|
|
22
|
|
23
|
|
23
|
|
24
|
|
25
|
|
25
|
|
26
|
|
26
|
|
26
|
|
27
|
|
27
|
|
28
|
Class I
(1)
|
Class II
|
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
||
Management Fees
|
0.85%
|
0.85%
|
Distribution and Service (Rule 12b-1) Fees
|
0.00%
|
0.25%
|
Shareholder Service Fees
|
0.00%
|
0.15%
|
Other Expenses
|
2.53%
|
2.53%
|
Total Annual Fund Operating Expenses
|
3.38%
|
3.78%
|
Less: Expense Reimbursement
(2)
|
(2.28)%
|
(2.28)%
|
Total Annual Fund Operating Expenses After
Expense Reimbursement
(2)
|
1.10%
|
1.50%
|
(1) |
As of the date of this Prospectus, Class I of the Fund has not yet commenced operations and is not available for purchase, certain other expenses reported for Class I are based on expenses of Class II.
|
(2) |
Tortoise Capital Advisors, L.L.C. (the “Adviser”) has contractually agreed to reimburse the Fund for its operating expenses, in order to ensure that Total Annual Fund Operating Expenses (excluding Rule 12b-1 fees, shareholder service fees, AFFE, brokerage commissions, leverage, interest, taxes, expenses incurred in connection with any merger or reorganization, and extraordinary expenses) do not exceed 1.10% of the average daily net assets of the Fund. Expenses reimbursed by the Adviser may be recouped by the Adviser for a period of 36 months following the month during which such reimbursement was made if such recoupment can be achieved without exceeding the expense limit in effect at the time the expense reimbursement occurred and at the time of the recoupment. The Operating Expenses Limitation Agreement will be in effect and cannot be terminated through at least March 31, 2019.
|
One Year
|
Three Years
|
Five Years
|
Ten Years
|
|
Class I
|
$112
|
$826
|
$1,563
|
$3,513
|
Class II
|
$153
|
$945
|
$1,756
|
$3,873
|
Best Quarter
|
Worst Quarter
|
Q2 2016 20.15%
|
Q3 2015 (25.47)%
|
(1) |
As of the date of this Prospectus, Class I has not yet commenced operations
.
|
· |
Essential Energy Infrastructure Assets
— Companies that operate critical assets that connect sources of energy supply to areas of energy demand. These businesses are essential to economic productivity and experience relatively inelastic demand.
|
· |
Total Return Potential
— Companies that generate a current cash return at the time of investment with dividend or distribution growth potential. The Fund does not intend to invest in start-up companies or companies with speculative business plans.
|
· |
Predictable Revenues —
Companies with stable and predictable revenue streams, often linked to areas experiencing demographic growth and with low commodity price risk.
|
· |
Stable Operating Structures —
Companies with relatively low maintenance expenditures and economies of scale due to operating leverage and an appropriate ratio of debt to equity and coverage/payout ratio with respect to dividends or distributions.
|
· |
High Barriers to Entry —
Companies with operating assets that are difficult to replicate due to regulation, natural monopolies, availability of land or high costs of new development.
|
· |
Long-Lived Assets —
Companies that operate tangible assets with long economic useful lives generally of 20 years or more.
|
· |
Experienced, Operations-Focused Management Teams —
Companies with management teams possessing successful track records and who have substantial knowledge, experience, and focus in their particular segments of the energy infrastructure industry.
|
· |
Review of historical and prospective financial information;
|
· |
Quarterly updates, conference calls and/or management meetings;
|
· |
Analysis of financial models and projections;
|
· |
On-site visits; and
|
· |
Screening of key documents.
|
· |
Call Risk.
During periods of declining interest rates, a bond issuer may “call,” or repay, its high yielding bonds before their maturity dates. In this event a Fund would then be forced to invest in the unanticipated proceeds at lower interest rates, resulting in a decline in its income.
|
· |
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.
|
· |
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. The Funds will be exposed to heightened interest rate risk as interest rates rise from historically low levels. Substantial redemptions from bond and other income funds may worsen that impact. Other types of securities also may be adversely affected from an increase in interest rates.
|
· |
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.
|
· |
Prepayment or Extension Risk.
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. This is known as extension risk and may increase the Funds’ sensitivity to rising rates and the potential for price declines.
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.
|
· |
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.
|
Best Quarter
|
Worst Quarter
|
Q2 2016 19.66%
|
Q3 2015 (24.73)%
|
(1) |
No returns are shown for T Class Shares since T Class Shares are not currently available for purchase. Average annual total returns for T Class Shares would have been substantially similar to those for other classes offered by the Fund because each class of shares would have invested in the same portfolio of securities, and the annual returns would differ only to the extent that the classes have different expenses.
|
(2) |
The Fund offers multiple classes of shares. The Institutional and Investor Class commenced operations on May 31, 2011 and C Class commenced operations on September 19, 2012. Performance shown prior to inception of the C Class is based on the performance of the Institutional Class, adjusted for the higher expenses applicable to C Class.
|
(3) |
The Tortoise North American Pipeline Index
SM
is a float-adjusted, capitalization weighted index of pipeline companies headquartered in the United States and Canada.
|
Class II
|
|||||||||
Year Ended
November
30, 2017
|
Year Ended
November
30, 2016
|
Year Ended
November
30, 2015
|
Period From
April 30,
2014
(1)
to
November 3
0, 2014
|
||||||
PER COMMON SHARE DATA
(2)
|
|||||||||
Net asset value, beginning of period
|
$8.49
|
$6.93
|
$10.29
|
$10.00
|
|||||
INVESTMENT OPERATIONS:
|
|||||||||
Net investment income/(loss)
(3)
|
0.0
6
|
(0.02)
|
0.09
|
0.02
|
|||||
Net realized and unrealized gain (loss) on investments and translations of foreign currency
(3)
|
(0.39)
|
1.66
|
(3.39)
|
0.
27
|
|||||
Total from investment operations
|
(0.33)
|
1.64
|
(3.30)
|
0.
29
|
|||||
LESS DISTRIBUTIONS FROM:
|
|||||||||
Net investment income
|
(0.18)
|
(0.08)
|
(0.02)
|
–
|
|||||
Net realized gains
|
–
|
–
|
(0.04)
|
–
|
|||||
Total distributions
|
(0.18)
|
(0.08)
|
(0.06)
|
–
|
|||||
Net asset value, end of period
|
$7.98
|
$8.49
|
$6.93
|
$10.29
|
|||||
TOTAL RETURN
(4)
|
(3.82)%
|
23.67%
|
(32.04)%
|
2.90%
|
|||||
SUPPLEMENTAL DATA AND RATIOS:
|
|||||||||
Net assets, end of period (in
000
’s)
|
$6,472
|
$6,854
|
$2,140
|
$1,424
|
|||||
Ratio of expenses to average net assets:
|
|||||||||
Before expense waiver/reimbursement
(5)
|
3.78%
|
5.70%
|
9.11%
|
23.43%
|
|||||
After expense waiver/reimbursement
(5)
|
1.50%
|
1.50%
|
1.50%
|
1.50%
|
|||||
Ratio of net investment income (loss) to average net assets:
|
|||||||||
Before expense waiver/reimbursement
(5)
|
(1.62)%
|
(3.01)%
|
(6.18)%
|
(21.32)%
|
|||||
After expense waiver/reimbursement
(5)
|
0.66%
|
1.19%
|
1.43%
|
0.61%
|
|||||
Portfolio turnover rate
(4)
|
75%
|
170%
|
120%
|
64%
|
(1)
|
Inception date of the Fund.
|
|
(2)
|
For a Class II Share outstanding for the entire period.
|
|
(3)
|
The per common share data for the years ended November 30, 2016, 2015 and for the period from April 30, 2014 to November 30, 2014 does not reflect the change in estimate of investment income and return of capital.
|
|
(4)
|
Not annualized for periods less than one year.
|
|
(5)
|
Annualized for periods less than one year.
|
PRIVACY NOTICE
|
FOR MORE INFORMATION
|
· |
Free of charge from the SEC’s EDGAR database on the SEC’s Internet website at http://www.sec.gov;
|
· |
For a fee, by writing to the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549-1520; or
|
· |
For a fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
|
1
|
|
2
|
|
29
|
|
30
|
|
31
|
|
31
|
|
31
|
|
32
|
|
33
|
|
34
|
|
35
|
|
37
|
|
37
|
|
38
|
|
39
|
|
39
|
|
41
|
|
44
|
|
45
|
|
45
|
|
45
|
|
46
|
|
48
|
|
49
|
|
50
|
|
50
|
|
51
|
|
52
|
|
52
|
|
53
|
|
55
|
|
55
|
|
55
|
|
55
|
|
59
|
|
59
|
· |
Under normal circumstances, the Fund will invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in securities of MLPs and pipeline companies. MLPs, also known as publicly traded partnerships, predominately operate, or directly or indirectly own, energy-related assets. Pipeline companies are defined as either entities in which the largest component of their assets, cash flow or revenue is associated with the operation or ownership of energy pipelines and complementary assets or entities operating in the energy pipeline industry as defined by standard industrial classification. Pipeline companies include investment companies that invest primarily in MLP or pipeline companies. The Fund intends to focus its investments primarily in equity securities of MLP and pipeline companies that own and operate a network of energy infrastructure asset systems that transport, store, distribute, gather and/or process crude oil, refined petroleum products (including biodiesel and ethanol), natural gas or natural gas liquids.
|
· |
Under normal circumstances, the Fund may invest up to: (i) 30% of its total assets in securities denominated in the currency of a non-North American country, 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 to be liquid.
|
· |
Under normal circumstances, the Fund may invest up to 10% of its total assets in securities of any one issuer.
|
· |
The Fund will not invest in private companies.
|
· |
The Fund will not engage in short sales of securities.
|
Name, Address and
Year of Birth
|
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
|
||||||||
Leonard M. Rush, CPA
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1946
|
Lead Independent Trustee and Audit Committee Chairman
|
Indefinite Term; Since April 2011
|
37
|
Retired, Chief Financial Officer, Robert W. Baird & Co. Incorporated (2000-2011).
|
Independent Trustee, ETF Series Solutions (29 Portfolios) (2012-Present); Director, Anchor Bancorp Wisconsin, Inc. (2011-2013).
|
|||
David A. Massart
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1967
|
Trustee and Valuation Committee Chairman
|
Indefinite Term; Since April 2011
|
37
|
Co-Founder and Chief Investment Strategist, Next Generation Wealth Management, Inc. (2005-present).
|
Independent Trustee, ETF Series Solutions (29 Portfolios) (2012-Present).
|
|||
David M. Swanson
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1957
|
Trustee and Nominating & Governance Chairman
|
Indefinite Term; Since April 2011
|
37
|
Founder and Managing Partner, SwanDog Strategic Marketing, LLC (2006-present); Executive Vice President, Calamos Investments (2004-2006).
|
Independent Trustee, ALPS Variable Investment Trust (11 Portfolios) (2006-Present);
Independent Trustee, RiverNorth Opportunities Closed-End Fund (2015-Present).
|
|||
Interested Trustee
|
||||||||
Robert J. Kern*
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1958
|
Chairman and Trustee
|
Indefinite Term; Since January 2011
|
37
|
Executive Vice President, U.S. Bancorp Fund Services, LLC (1994-present).
|
None
|
|||
Officers
|
||||||||
James R. Arnold
615 E. Michigan St.
Milwaukee, WI
53202
Year of Birth: 1957
|
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
|
Name, Address and
Year of Birth
|
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
|
Deborah Ward
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1966
|
Vice President, Chief Compliance Officer and Anti-Money Laundering Officer
|
Indefinite Term; Since April 2013
|
N/A
|
Senior Vice President, U.S. Bancorp Fund Services, LLC (2004-present).
|
N/A
|
|||
Brian R. Wiedmeyer
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1973
|
Treasurer and Principal Financial Officer
|
Indefinite Term; Since January 2011
|
N/A
|
Vice President, U.S. Bancorp Fund Services, LLC (2005-present).
|
N/A
|
|||
Thomas Bausch, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1979
|
Secretary
|
Indefinite Term; Since November 2017
|
N/A
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC (2016-present); Associate, Godfrey & Kahn S.C. (2012-2016).
|
N/A
|
|||
Ryan L. Roell
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1973
|
Assistant Treasurer
|
Indefinite Term; Since September 2012
|
N/A
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC (2005-present).
|
N/A
|
|||
Benjamin Eirich
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1981
|
Assistant Treasurer
|
Indefinite Term;
Since May 2016
|
N/A
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC (2008-present).
|
N/A
|
|||
Doug Schafer
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1970
|
Assistant Treasurer
|
Indefinite Term;
Since May 2016
|
N/A
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC (2002-present).
|
N/A
|
Name
|
Dollar Range of
Beneficially Owned Fund Shares (None,
$1-$10,000, $10,001-$50,000, $50,001-
$100,000, Over $100,000)
|
Aggregate Dollar Range of
Shares in the Trust
|
Independent Trustees
|
||
Leonard M. Rush
|
None
|
$50,001-$100,000
|
David A. Massart
|
None
|
None
|
David M. Swanson
|
None
|
$50,001-$100,000
|
Interested Trustee
|
||
Robert J. Kern
|
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
|
Leonard M. Rush,
Lead Independent Trustee and
Audit Committee Chairman
|
$3,032
|
None
|
None
|
$100,500
|
David A. Massart,
Independent Trustee and
Valuation Committee Chairman
|
$2,861
|
None
|
None
|
$94,500
|
David M. Swanson,
Independent Trustee and
Nominating & Governance Committee Chairman
|
$2,719
|
None
|
None
|
$89,500
|
Robert J. Kern,
Interested Trustee
|
None
|
None
|
None
|
None
|
1 |
Trustee fees and expenses are allocated among the Fund and any other series comprising the Trust.
|
2
|
The Trust includes other series in addition to the Fund.
|
Name and Address
|
%
Ownership
|
Parent Company
|
Jurisdiction
|
Type of Ownership
(1)
|
Jefferson National Life Insurance Company
10350 Ormsby Park Plaza, Suite 600
Louisville, Kentucky 40223-6175
|
97.93%
|
Jefferson National
Financial Corp.
|
DE
|
Record
|
2017
|
2016
|
2015
|
|
Advisory Fees Accrued
|
$57,067
|
$35,157
|
$19,263
|
Advisory Fee Wavier or Expense Reimbursement
|
$(152,879)
|
$(173,622)
|
$(172,413)
|
Total Advisory Fees Paid to Adviser After Fee Wavier or Expense Reimbursement
|
$(95,812)
|
$(138,465)
|
$(153,150)
|
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
|
Brian A. Kessens
|
|||||
Registered investment companies
|
8
|
$7,863,649,600
|
0
|
$ -
|
|
Other pooled investment vehicles
|
16
|
$828,789,911
|
1
|
$175,772,564
|
|
Other Accounts
|
965
|
$6,664,460,902
|
0
|
$ -
|
|
James R. Mick
|
|||||
Registered investment companies
|
8
|
$7,863,649,600
|
0
|
$ -
|
|
Other pooled investment vehicles
|
16
|
$828,789,911
|
1
|
$175,772,564
|
|
Other Accounts
|
965
|
$6,664,460,902
|
0
|
$ -
|
|
Matthew G.P. Sallee
|
|||||
Registered investment companies
|
8
|
$7,863,649,600
|
0
|
$ -
|
|
Other pooled investment vehicles
|
16
|
$828,789,911
|
1
|
$175,772,564
|
|
Other Accounts
|
965
|
$6,664,460,902
|
0
|
$ -
|
|
Robert J. Thummel, Jr.
|
|||||
Registered investment companies
|
8
|
$7,863,649,600
|
0
|
$ -
|
|
Other pooled investment vehicles
|
16
|
$828,789,911
|
1
|
$175,772,564
|
|
Other Accounts
|
965
|
$6,664,460,902
|
0
|
$ -
|
|
Stephen Pang
|
|||||
Registered investment companies
|
8
|
$7,863,649,600
|
0
|
$ -
|
|
Other pooled investment vehicles
|
16
|
$828,789,911
|
1
|
$175,772,564
|
|
Other Accounts
|
965
|
$6,664,460,902
|
0
|
$ -
|
|
Brett Jergens
|
|||||
Registered investment companies
|
8
|
$7,863,649,600
|
0
|
$ -
|
|
Other pooled investment vehicles
|
16
|
$828,789,911
|
1
|
$175,772,564
|
|
Other Accounts
|
965
|
$6,664,460,902
|
0
|
$ -
|
Name of Portfolio Manager
|
Dollar Range of Fund Shares Beneficially Owned
(None, $1-$10,000, $10,001-$50,000, $50,001-
$100,000, $100,001 - $500,000, $500,001-$1,000,000,
Over $1,000,000)
|
Brian A. Kessens
|
None
|
James R. Mick
|
None
|
Matthew G.P. Sallee
|
None
|
Robert J. Thummel, Jr.
|
None
|
Stephen Pang
|
None
|
Brett Jergens
|
None
|
2017
|
2016
|
2015
|
|
VIP MLP & Pipeline Portfolio
|
$66,458
|
$67,529
|
$67,349
|
2017
|
2016
|
|
Class II
|
$16,784
|
$10,340
|
Advertising/Marketing
|
$0
|
Printing/Postage
|
$0
|
Payment to distributor
|
$0
|
Payment to dealers
|
$16,784
|
Compensation to sales personnel
|
$0
|
Other
|
$0
|
Total
|
$16,784
|
2017
|
2016
|
2015
|
|
Class II
|
$10,071
|
$6,204
|
$3,399
|
2017
|
2016
|
2015
|
|
VIP MLP & Pipeline Portfolio
|
$2,371
|
$5,538
|
$1,641
|
2017
|
2016
(1)
|
|
VIP MLP & Pipeline Portfolio
|
75%
|
170%
|
(1) |
The Fund had a higher portfolio turnover rate for the fiscal year ended November 30, 2016 due to the extreme volatility that was experienced in commodity prices during 2016 which presented more opportunity to reposition the portfolio.
|
· |
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.
|
· |
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.
|
· |
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.
|
· |
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.
|
· |
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.
|
Net Assets Per Share Class
|
=
|
Net Asset Value Per Share Class
|
Shares Outstanding Per Share Class
|
(2)
|
Consent of Independent Registered Public Accounting Firm by Ernst & Young, LLP. for the Tortoise VIP MLP & Pipeline Portfolio – filed herewith.
|
||
(3)
|
Power of Attorneys for Robert J. Kern, David A. Massart, Leonard M. Rush and David M. Swanson dated November 18, 2015 – incorporated herein by reference from Post-Effective Amendment No. 217 to Registrant’s Registration Statement on Form N-1A filed on March 24, 2016
|
||
(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 – incorporated herein by reference from Post-Effective Amendment No. 350 to Registrant’s Registration Statement on Form N-1A filed on March 23, 2018
|
||
(n)
|
Amended and Restated Rule 18f-3 Plan – incorporated herein by reference from Post-Effective Amendment No. 285 to Registrant’s Registration Statement on Form N-1A filed on March 29, 2017
|
||
(o)
|
Reserved
|
||
(p)
|
(1)
|
Code of Ethics for the Trust – incorporated herein by reference from Post-Effective Amendment No. 314 to Registrant’s Registration Statement on Form N-1A filed on October 24, 2017
|
|
(2)
|
Code of Ethics for Tortoise Capital Advisors, L.L.C. – incorporated herein by reference from Post-Effective Amendment No. 285 to Registrant’s Registration Statement on Form N-1A filed on March 29, 2017
|
||
(3)
|
Code of Ethics for the Distributor, Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 193 to Registrant’s Registration Statement on Form N-1A filed on December 18, 2015
|
(a)
|
Quasar Distributors, LLC, the Registrant’s principal underwriter, acts as principal underwriter for the following investment companies:
|
Glenmede Portfolios
|
Series Portfolio Trust
|
GoodHaven Funds Trust
|
Sims Total Return Fund, Inc.
|
Greenspring Fund, Inc.
|
Stone Ridge Trust
|
Harding Loevner Funds, Inc.
|
Thompson IM Funds, Inc.
|
Hennessy Funds Trust
|
TrimTabs ETF Trust
|
Horizon Funds
|
Trust for Professional Managers
|
Hotchkis & Wiley Funds
|
Trust for Advised Portfolios
|
Intrepid Capital Management Funds Trust
|
USA Mutuals
|
IronBridge Funds, Inc.
|
Wall Street EWM Funds Trust
|
Jacob Funds, Inc.
|
Westchester Capital Funds
|
Jensen Portfolio, Inc.
|
Wisconsin Capital Funds, Inc.
|
Kirr Marbach Partners Funds, Inc.
|
YCG Funds
|
(b)
|
To the best of Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:
|
|
Managed Portfolio Series
By:
/s/ James R. Arnold
James R. Arnold
President
|
Signature
|
Title
|
||
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)(1)
|
Investment Advisory Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, Tortoise VIP MLP & Pipeline Portfolio and Tortoise Select Opportunity Fund and Tortoise Capital Advisors, L.L.C.
|
(e)(1)
|
Distribution Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, Tortoise VIP MLP & Pipeline Portfolio, and Tortoise Select Opportunity Fund and Quasar Distributors, LLC
|
(h)(4)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, Tortoise Select Opportunity Fund and Tortoise VIP MLP & Pipeline Portfolio, and Tortoise Capital Advisors, L.L.C.
|
(j)(1)
|
Consent of Independent Registered Public Accounting Firm by Ernst & Young, LLP. for the Tortoise MLP & Pipeline Fund and the Tortoise Select Opportunity Fund
|
(j)(2)
|
Consent of Independent Registered Public Accounting Firm by Ernst & Young, LLP. for the Tortoise VIP MLP & Pipeline Portfolio
|
1. |
APPOINTMENT OF ADVISER
|
2. |
PROVISION OF INVESTMENT ADVISORY SERVICES
|
3. |
BROKERAGE
|
4. |
ALLOCATION OF EXPENSES
|
5. |
INVESTMENT ADVISORY FEES
|
7. |
TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT
|
MANAGED PORTFOLIO SERIES
on behalf of the series listed on Schedule A
By: /s/ James R. Arnold
Name: James R. Arnold
Title: President and Principal Executive Officer
|
TORTOISE CAPITAL ADVISORS, L.L.C.
By: /s/ P. Bradley Adams
Name: P. Bradley Adams
Title: Managing Director
|
Series of Managed Portfolio Series
|
Annual Fee Rate as % of
Current Net Assets
|
|
Tortoise MLP & Pipeline Fund
|
0.85%
|
|
Tortoise Select Opportunity Fund
|
0.85%
|
|
Tortoise VIP MLP & Pipeline Portfolio
|
0.85%
|
|
A. |
The Distributor shall sell Shares on a best efforts basis as agent for the Trust upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term “
Prospectus
” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to the Fund and included in the currently effective registration statement (the “
Registration Statement
”) of the Trust filed under the Securities Act of 1933, as amended (the “
1933 Act
”) and the 1940 Act. The Trust shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below.
|
B. |
During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will accept such orders on behalf of the Trust. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus.
|
C. |
The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System.
|
D. |
The Distributor acknowledges that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust.
|
E. |
The Distributor shall cooperate with the Trust or its agent in the development of all proposed advertisements and sales literature (“
Communications with the Public
”) relating to the Fund. The Distributor shall review all proposed Communications with the Public for compliance with applicable laws and regulations, and shall file with appropriate regulators those Communications with the Public it believes are in compliance with such laws and regulations. The Distributor shall furnish to the Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
|
F. |
The Distributor, at its sole discretion, may repurchase Shares offered for sale by shareholders of the Fund. Repurchase of Shares by the Distributor shall be at the price determined in accordance with, and in the manner set forth in, the Prospectus. At the end of each business day, the Distributor shall notify the Trust and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last notification, the amount to be paid for such Shares and the identity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor shall also act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder requests for redemption of Shares.
|
G. |
The Distributor may, in its discretion, enter into agreements with such qualified broker-dealers as it may select, in order that such broker-dealers also may sell Shares of the Fund. The form of any dealer agreement shall be approved by the Trust. To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling broker-dealer, as described in the Prospectus.
|
H. |
The Distributor shall devote its best efforts to effect sales of Shares of the Fund but shall not be obligated to sell any certain number of Shares.
|
I. |
The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of any 12b-1 payments received by the Distributor.
|
J. |
The Distributor shall advise the Trust promptly in writing of the initiation of any proceedings against it by the SEC or its staff, FINRA or any state regulatory authority.
|
K. |
The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.
|
A. |
The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
|
i. |
it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
|
ii. |
this Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
|
iii. |
it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted;
|
iv. |
there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;
|
v. |
all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable;
|
vi. |
the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and
|
vii. |
the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Trust or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
|
B. |
The Trust, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Trust and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
|
C. |
The Trust shall advise the Distributor promptly in writing:
|
i. |
of any material correspondence or other communication by the Securities and Exchange Commission (the “
SEC
”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus;
|
ii. |
in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
|
iii. |
of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading;
|
iv. |
of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and
|
v. |
in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC.
|
D. |
The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
|
E. |
The Trust shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
|
F. |
The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Trust and the Adviser represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials.
|
G. |
The Trust has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Trust shall not enter into any agreement (whether orally or in writing) under which the Trust directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Trust fails to comply with the provisions of FINRA Rule 2830(k), the Trust shall promptly notify the Distributor.
|
A. |
It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
|
B. |
This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
|
C. |
It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;
|
D. |
It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA;
|
E. |
It: (i) has adopted an anti-money laundering compliance program (“
AML Program
”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Trust and the Adviser if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and
|
F. |
In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations, including maintenance of all records that such laws and regulations specifically require Distributor to maintain in its capacity as principal underwriter in connection with the offer and sale of Shares of the Funds.
|
G. |
It shall provide to the Trust and each Fund such information regarding Distributor’s policies and procedures (including material changes to such policies and procedures and material compliance matters) as may be reasonably requested to enable each Fund to comply with its obligations under Rule 38a-1.
|
A. |
The Distributor shall use its best judgment and reasonable efforts in rendering services to the Trust under this Agreement but shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by the Distributor in writing. The Distributor shall not be liable to the Trust or any of the Trust’s shareholders for any error of judgment or mistake of law, for any loss arising out of any investment, or for any action or inaction of the Distributor in the absence of bad faith, willful misfeasance, or gross negligence in the performance of the Distributor’s duties or obligations under this Agreement or by reason of the Distributor’s reckless disregard of its duties and obligations under this Agreement
|
B. |
The Distributor shall not be liable for any action taken or failure to act in good faith reliance upon:
|
|
i.
the advice of the Trust or of counsel, who may be counsel to the Trust or counsel to the Distributor;
|
|
ii.
any oral instruction which it receives and which it reasonably believes in good faith was transmitted by the person or persons authorized by the Board to give such oral instruction (the Distributor shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction);
|
|
iii.
any written instruction or certified copy of any resolution of the Board, and the Distributor may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by the Distributor to have been validly executed; or
|
iv.
any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by the Distributor to be genuine and to have been signed or presented by the Trust or other proper party or parties; and the Distributor shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which the Distributor reasonably believes in good faith to be genuine.
|
C. |
The Distributor shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdowns, flood or catastrophe, epidemic, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.
|
A. |
The Trust shall bear all costs and expenses in connection with the registration of its Shares with the SEC and its related compliance with state securities laws, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders, including but not limited to: (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statements and Prospectuses, as well as related advertising and sales literature; (iii) costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Trust pursuant to Section 3(D) hereof.
|
B. |
The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification. The Distributor does not assume responsibility for any expenses not expressly assumed hereunder.
|
A. |
The Trust and the Adviser shall indemnify, defend and hold the Distributor and each of its managers, officers, employees, representatives and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “
Distributor Indemnitees
”), free and harmless from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) (collectively, “
Losses
”) that the Distributor Indemnitees may sustain or incur or that may be asserted against a Distributor Indemnitee by any person (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Trust or the Adviser (or an agent of either one), or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) based upon the Trust’s or the Adviser’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement;
provided however that
the Trust’s or the Adviser’s obligation to indemnify the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof. The Trust’s and the Adviser’s agreement to indemnify the Distributor Indemnitees is expressly conditioned upon the Trust being notified of such action or claim of loss brought against the Distributor Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Distributor Indemnitees, unless the failure to give notice does not prejudice the Trust or the Adviser;
provided that
the failure so to notify the Trust or the Adviser of any such action shall not relieve the Trust or the Adviser from any liability which the Trust or the Adviser may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Trust’s or the Adviser’s indemnity agreement contained in this Section 8(A).
|
B. |
The Trust and Adviser shall be entitled to participate at their own expense in the defense, or if they so elect, to assume the defense of any suit brought to enforce any such Losses, but if the Trust or Adviser elects to assume the defense, such defense shall be conducted by counsel chosen by the Trust or Adviser, as applicable, and approved by the Distributor, which approval shall not be unreasonably withheld. In the event the Trust or Adviser elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Trust or Adviser does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Trust or Adviser, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust or Adviser and the Distributor Indemnitees, the Trust or Adviser, as applicable, will reimburse the Distributor Indemnitees for the reasonable fees and expenses of any counsel retained by them. The Trust’s or Adviser’s indemnification agreement contained in Sections 8(A) and 8(B) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of the Distributor Indemnitees and their successors. The Trust or Adviser shall promptly notify the Distributor of the commencement of any litigation or proceedings against the Trust or Adviser or any of its trustees, officers or directors in connection with the offer and sale of any of the Shares.
|
C. |
The Trust or Adviser, as applicable shall advance attorneys’ fees and other expenses incurred by any Distributor Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law.
|
D. |
The Distributor shall indemnify, defend and hold the Trust and Adviser and each of their trustees, directors, officers, employees, representatives and any person who controls the Trust or Adviser within the meaning of Section 15 of the 1933 Act (collectively, the “
Trust Indemnitees
”), free and harmless from and against any and all Losses that the Trust Indemnitees may sustain or incur or that may be asserted against a Trust Indemnitee by any person (i) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Distributor, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statement not misleading, or (iii) based upon the Distributor’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement;
provided however that
with respect to clauses (i) and (ii), above, the Distributor’s obligation to indemnify the Trust Indemnitees shall only be deemed to cover Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or Adviser or their respective counsels by the Distributor for the purpose of, and used in, the preparation thereof. The Distributor’s agreement to indemnify the Trust Indemnitees is expressly conditioned upon the Distributor being notified of any action or claim of loss brought against the Trust Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Trust Indemnitees, unless the failure to give notice does not prejudice the Distributor;
provided that
the failure to notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, otherwise than on account of the Distributor’s indemnity agreement contained in this Section 8(D).
|
E. |
The Distributor shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Trust or Adviser, as applicable, which approval shall not be unreasonably withheld. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, or in case the Trust or Adviser, as applicable, does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust Indemnitees and the Distributor, the Distributor will reimburse the Trust Indemnitees for the reasonable fees and expenses of any counsel retained by them. The Distributor’s indemnification agreement contained in Sections 8(D) and 8(E) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of the Trust Indemnitees and their successors. The Distributor shall promptly notify the Trust or Adviser, as applicable, of the commencement of any litigation or proceedings against the Distributor or any of its officers or directors in connection with the offer and sale of any of the Shares.
|
F. |
The Distributor shall advance attorneys’ fees and other expenses incurred by any Trust Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law.
|
G. |
No party to this Agreement shall be liable to the other parties for consequential, special or punitive damages under any provision of this Agreement.
|
H. |
No person shall be obligated to provide indemnification under this Section 8 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of FINRA;
provided however that
, in such event indemnification shall be provided under this Section 8 to the maximum extent so permissible.
|
A. |
This Agreement shall become effective with respect to each Fund listed on
Exhibit A
hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to
Exhibit A
to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and
provided that
in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval.
|
B. |
Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Adviser, the written instrument shall also be signed by the Adviser. This Agreement will automatically terminate in the event of its “assignment.”
|
C. |
As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act.
|
D. |
Sections 8 and 9 shall survive termination of this Agreement.
|
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
|
|
|
|
|
|
|
TORTOISE CAPITAL ADVISORS, L.L.C. | |
By: /s/ P. Bradley Adams | |
Name: P. Bradley Adams | |
Title: Managing Director |
QUASAR DISTRIBUTORS, LLC
REGULATORY DISTRIBUTION SERVICES at January 2018
|
·
Regulatory Distribution Annual Services
Annual base fee - $[…] per fund plus
[…]%
Note: Default sales loads and distributor concession, if applicable, are paid to Quasar.
Basic Distribution Fee Offset
: Any Default Sales Loads will first be applied to offset Quasar's distribution fee. If the amount of Default Sales Loads exceed Quasar's distribution fee, Quasar will make the balance available for use by the Fund and/or the Adviser for pre-approved marketing expenses. In the event Quasar's fee is not fully offset by Default Sales Loads, the Underwriter Concession will be applied to offset any remaining distribution fee payable to Quasar. If, after Quasar's distribution fee is fully offset, there is a remaining Underwriter Concession balance; Quasar will make 80% of such balance available for use by the Fund and/or the Advisor for pre-approved marketing expenses. The remaining 20% of the Underwriter Concession balance is retained by Quasar
.
·
Advertising Compliance Review
§
FINRA Filings
−
$[…] /job for the first 10 pages/minutes; $[…] per page or minute thereafter (includes FINRA filing fee).
§
Non-FINRA filed materials ( e.g. Institutional Use Only, Quasar Review Only, Correspondence, etc.)
−
$[…] /job for the first 10 pages/minutes; $[…] per page/minute thereafter.
§
FINRA Expedited Filing Service for 3 Day Turnaround
−
$[…] for the first 10 pages/minutes; $[…] per page/minute hereafter.
§
Quasar Expedited Review Service for 24 Hour Turnaround
−
$[…] for the first 10 pages/minutes; $[…] per page/minute thereafter, plus FINRA filing fee
Licensing of Investment Advisor’s Staff (optional)
§
Sponsorship of the following licenses: Series, 6, 7, 24, 26, 27, 63, 66: $2,500 per rep per year
§
FINRA designated branch location: $[…] per year
§
Plus all associated FINRA and State fees for Registered Representatives, including license and renewal fees
Fund Fact Sheets
§
Design - $[…]/fact sheet, includes first production
§
Production - $[…] /fact sheet per production period
Out-of-Pocket Expenses
Reasonable out-of-pocket expenses incurred by the Distributor in connection with activities primarily intended to result in the sale of shares, including, but not limited to:
§
Typesetting, printing and distribution of prospectuses, shareholder reports & fact sheets
§
Production, printing, distribution, and placement of advertising, sales literature, and materials
§
Web sites, third-party data provider costs, brochures, and other sales support materials
§
Engagement of designers, free-lance writers, and public relations firms
§
Long-distance telephone lines, services, and charges
§
Postage, overnight delivery charges
§
FINRA registration fees (including late U5 charges, if applicable)
§
Record retention
§
Travel, lodging, and meals
Fees are billed monthly
.
|
MANAGED PORTFOLIO SERIES
on behalf of the series listed on Appendix A
|
TORTOISE CAPITAL ADVISORS, L.L.C.
|
|||
By:
|
/s/ James R. Arnold |
By:
|
/s/ P. Bradley Adams | |
Name:
|
James R. Arnold
|
Name:
|
P. Bradley Adams | |
Title:
|
President and Principal Executive Officer
|
Title:
|
Managing Director | |
Series of Managed Portfolio Series
|
Operating Expense Limit
as a Percentage
of Average Daily Net Assets of each Share
Class
|
Tortoise MLP & Pipeline Fund
|
1.10%
|
Tortoise Select Opportunity Fund
|
1.10%
|
Tortoise VIP MLP & Pipeline Portfolio
|
1.10%
|