REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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X
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Pre-Effective Amendment No.
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Post-Effective Amendment No.
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466
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
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467
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X
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Brian R. Wiedmeyer, President and Principal Executive Officer
Managed Portfolio Series
615 East Michigan Street
Milwaukee, WI 53202
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Michael P. O’Hare, Esq.
Stradley Ronon Stevens & Young, LLP.
2005 Market Street, Suite 2600
Philadelphia, PA 19103
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immediately upon filing pursuant to paragraph (b)
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X
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On March 30, 2020 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, 2020
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Tortoise
MLP & Pipeline Fund
A Class – TORTX
Institutional Class – TORIX
C Class – TORCX
T Class – Not available for purchase
Tortoise
Energy Evolution Fund
A Class – TOPTX
Institutional Class – TOPIX
C Class – TOPCX
T Class – Not available for purchase
Tortoise
MLP & Energy Income Fund
A Class – INFRX
Institutional Class – INFIX
C Class – INFFX
Tortoise
MLP & Energy Infrastructure Fund
Institutional Class – MLPPX
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TABLE OF CONTENTS
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1
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Tortoise Energy Evolution Fund
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8
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Tortoise MLP & Energy Income Fund
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17
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Tortoise MLP & Energy Infrastructure Fund
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26
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34
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34
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34
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42
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54
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54
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54
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59
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59
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60
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63
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66
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67
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74
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75
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75
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77
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78
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78
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78
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78
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Shareholder Fees
(fees paid directly from your investment)
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A Class
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Institutional
Class
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C Class
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T Class
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Maximum Front-End Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
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5.50%
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None
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None
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2.50%
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Maximum Deferred Sales Charge (Load)
(as a percentage of initial investment or the value of the investment at redemption, whichever is lower)
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None (1)
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None
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1.00% (2)
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None
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Redemption Fee
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None
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None
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None
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None
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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A Class
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Institutional
Class
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C Class
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T Class
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Management Fees
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0.85%
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0.85%
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0.85%
|
0.85%
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Distribution and Service (Rule 12b-1) Fees
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0.25%
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0.00%
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1.00%
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0.25%
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Other Expenses
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0.08%
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0.08%
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0.08%
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0.08% (3)
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Total Annual Fund Operating Expenses
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1.18%
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0.93%
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1.93%
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1.18%
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(1)
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No sales charge is payable at the time of purchase on investments of $1 million or more, although the Fund may impose a Contingent Deferred Sales Charge (“CDSC”) of 1.00% on certain redemptions. If imposed, the CDSC applies to redemptions made within 12 months of purchase and will be assessed on an amount equal to the lesser of the initial value of the shares redeemed and the value of shares redeemed at the time of redemption.
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(2)
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The CDSC applies to redemptions made within 12 months of purchase and will be assessed on an amount equal to the lesser of the initial investment of the shares redeemed and the value of the shares redeemed at the time of redemption.
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(3)
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Other Expenses for T Class shares are based on estimated amounts for the current fiscal year.
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1
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One Year
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Three Years
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Five Years
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Ten Years
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C Class
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$196
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$606
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$1,042
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$2,254
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2
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3
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4
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•
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An investment vehicle for accessing a portfolio of MLP and pipeline companies;
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•
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A traditional flow-through mutual fund structure with daily liquidity at NAV;
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•
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Simplified tax reporting through a Form 1099;
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•
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A fund offering the potential for total return through capital appreciation and current income;
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•
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A fund that may be suitable for retirement and other tax exempt accounts;
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•
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Potential diversification of their overall investment portfolio; and
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•
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Professional securities selection and active management by an experienced adviser.
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5
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Best Quarter
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Worst Quarter
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||
Q1 2019
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21.25%
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Q3 2015
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-24.73%
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(1)
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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.
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(2)
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The Fund offers multiple classes of shares. The Institutional and A 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.
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(3)
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The Tortoise North American Pipeline IndexSM is a float-adjusted, capitalization weighted index of pipeline companies headquartered in the United States and Canada.
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6
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A Class
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Institutional
Class
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C Class
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T Class
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Minimum Initial Investment
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$2,500
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$1,000,000
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$2,500
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$2,500
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Subsequent Minimum Investment
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$100
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$100
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$100
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$100
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7
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Shareholder Fees
(fees paid directly from your investment)
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A Class
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Institutional
Class
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C Class
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T Class
|
Maximum Front-End Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
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5.50%
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None
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None
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2.50%
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Maximum Deferred Sales Charge (Load)
(as a percentage of the initial investment or the value of the investment at redemption, whichever is lower)
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None (1)
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None
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1.00% (2)
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None
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Redemption Fee
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None
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None
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None
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None
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of
the value of your investment)
|
A Class
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Institutional
Class
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C Class
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T Class
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Management Fees
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0.85%
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0.85%
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0.85%
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0.85%
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Distribution and Service (Rule 12b-1) Fees
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0.25%
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0.00%
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1.00%
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0.25%
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Other Expenses
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1.31%
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1.31%
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1.30%
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1.31% (3)
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Total Annual Fund Operating Expenses
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2.41%
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2.16%
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3.15%
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2.41%
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Less: Expenses Reimbursement (4)
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(1.06)%
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(1.06)%
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(1.05)%
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(1.06)%
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Total Annual Fund Operating Expenses After
Expenses Reimbursement (4)
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1.35%
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1.10%
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2.10%
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1.35%
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(1)
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No sales charge is payable at the time of purchase on investments of $1 million or more, although the Fund may impose a Contingent Deferred Sales Charge (“CDSC”) of 1.00% on certain redemptions. If imposed, the CDSC applies to redemptions made within 12 months of purchase and will be assessed on an amount equal to the lesser of the initial value of the shares redeemed and the value of shares redeemed at the time of redemption.
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(2)
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The CDSC applies to redemptions made within 12 months of purchase and will be assessed on an amount equal to the lesser of the initial value of the shares redeemed and the value of shares redeemed at the time of redemption.
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(3)
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Other Expenses for T Class shares are based on estimated amounts for the current fiscal year.
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(4)
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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, front-end or contingent deferred loads, taxes, leverage/borrowing interest, interest expense, dividends paid on short sales, brokerage commissions, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization, or 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, 2021.
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8
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One Year
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Three Years
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Five Years
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Ten Years
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C Class
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$213
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$873
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$1,558
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$3,385
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•
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Suppliers: Companies that explore, develop, complete, or produce low cost and/or lower carbon energy sources such as natural gas, natural gas liquids (“NGLs”), such as ethane and propane, and zero carbon renewable energy;
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•
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Energy export facilities and infrastructure companies: Companies that directly or indirectly facilitate exports of low cost and/or lower carbon energy products through transporting, processing, refining, gathering, and storing such commodities including liquefied natural gas (“LNG”), NGLs such as ethane and propane, and refined products such as gasoline and oil;
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•
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Beneficiaries: Companies that derive value from rising global energy demand such as (i) providers of electric power generation, including the production of electricity from renewable sources; (ii) companies that engage in the transmission, storage, and distribution of electricity; (iii) energy efficiency companies such as companies that manufacture products that consume less energy by unit of output; (iv) providers of treatment and supply of water including the treatment of waste water; (v) providers of environmental services such as recycling and waste management; and (vi) other technology and cleantech companies such as companies that invent, develop or manufacture technologies that enable the production of products and services that require less energy, produce clean energy or otherwise reduce environmental impacts; all of which benefit from the Transition that is underway (“Beneficiaries”);
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9
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10
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11
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12
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•
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An investment vehicle for accessing a portfolio of energy companies and Beneficiaries the Adviser and Sub-Adviser believe are, or will be, in a unique position to benefit from changing dynamics, catalysts and opportunities across the energy value chain as a result of the Transition that is underway driven by growing global energy demand;
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13
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•
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Opportunities across the entire energy value chain
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•
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A fund offering the potential for total return;
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•
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Professional securities selection and active management by an experienced adviser;
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•
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A traditional flow-through mutual fund structure with daily liquidity at NAV; and
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•
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Simplified tax reporting through a Form 1099.
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Best Quarter
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Worst Quarter
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Q2 2014
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14.14%
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Q4 2018
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-26.49%
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Average Annual Total Returns for the periods ended December 31,
2019(1)
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One Year
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Five Years
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Since Inception
(September 30,
2013)
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Institutional Class
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Return Before Taxes
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7.69%
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-3.99%
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-3.50%
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Return After Taxes on Distributions
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7.17%
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-4.13%
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-3.67%
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Return After Taxes on Distributions and Sale of Fund Shares
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4.93%
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-2.97%
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-2.61%
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A Class
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|
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Return Before Taxes
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1.60%
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-5.30%
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-4.60%
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C Class
|
|
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Return Before Taxes
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5.63%
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-4.93%
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-4.43%
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|
S&P 500® Index (reflects no deduction for fees, expenses or taxes)
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31.49%
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11.70%
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13.31%
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MSCI World Energy Index (reflects no deduction for fees, expenses or taxes)
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11.45%
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-0.77%
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-1.52%
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14
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(1)
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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.
|
|
A Class
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Institutional
Class
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C Class
|
T Class
|
Minimum Initial Investment
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$2,500
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$1,000,000
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$2,500
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$2,500
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Subsequent Minimum Investment
|
$100
|
$100
|
$100
|
$100
|
15
|
16
|
Shareholder Fees
(fees paid directly from your investment)
|
A Class
|
Institutional
Class
|
C Class
|
Maximum Front-End Sales Charge (Load) Imposed on
Purchases (as a percentage of the offering price)
|
5.50%
|
None
|
None
|
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)
|
Redemption Fee (as a percentage of amount redeemed within 90 days of purchase)
|
None
|
None
|
None
|
|
|
|
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
A Class
|
Institutional
Class
|
C Class
|
Management Fees
|
1.00%
|
1.00%
|
1.00%
|
Distribution and Service (Rule 12b-1) Fees
|
0.25%
|
0.00%
|
1.00%
|
Other Expenses(3)
|
0.17%
|
0.17%
|
0.17%
|
Total Annual Fund Operating Expenses
|
1.42%
|
1.17%
|
2.17%
|
(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 18 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.
|
(3)
|
Other expenses for the Fund are based on estimates for the current fiscal year.
|
17
|
|
One Year
|
Three Years
|
Five Years
|
Ten Years
|
C Class
|
$220
|
$679
|
$1,164
|
$2,503
|
18
|
19
|
20
|
21
|
22
|
•
|
An investment vehicle for accessing a portfolio of MLP and energy infrastructure 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 current income and secondarily long-term capital appreciation;
|
•
|
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.
|
23
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Best Quarter
|
Worst Quarter
|
Q2 2016 19.84%
|
Q3 2015 -23.53%
|
(1)
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The Fund offers multiple classes of shares. A Class shares of the MLP & Energy Income Predecessor Fund commenced operations on May 18, 2011. C Class shares of the MLP & Energy Income Predecessor Fund commenced operations on April 2, 2012. Institutional Class shares of the MLP & Energy Income Predecessor Fund commenced operations on December 27, 2010. The performance figures for A Class and C Class include the performance for the Institutional Class for the periods prior to the start date of each such Class adjusted for the higher expenses applicable to A Class and C Class shares. For the index shown, the measurement period used in computing the returns for the “Since Inception” period begins on December 27, 2010.
|
24
|
25
|
Shareholder Fees
(fees paid directly from your investment)
|
Institutional
Class
|
Maximum Front-End Sales Charge (Load) Imposed on
Purchases (as a percentage of the offering price)
|
None
|
Maximum Deferred Sales Charge (Load)
(as a percentage of the initial investment or the value
of the investment at redemption, whichever is lower)
|
None
|
Redemption Fee (as a percentage of amount redeemed within 90 days of purchase)
|
None
|
|
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of
the value of your investment)
|
Institutional
Class
|
Management Fees
|
0.75%
|
Distribution and Service (Rule 12b-1) Fees
|
None
|
Other Expenses(1)
|
0.20%
|
Total Annual Fund Operating Expenses
|
0.95%
|
Less: Expenses Reimbursement (2)
|
(0.01)%
|
Total Annual Fund Operating Expenses After
Expenses Reimbursement (2)
|
0.94%
|
(1)
|
Other expenses for the Fund are based on estimates for the current fiscal year and reflect the current fees of the Fund rather than those of the Fund’s predecessor, the Advisory Research MLP & Energy Infrastructure Fund, a series of the Investment Managers Series Trust (the “MLP & Energy Infrastructure Predecessor Fund” or “Predecessor Fund”).
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(2)
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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, front-end or contingent deferred loads, taxes, leverage/borrowing interest, interest expense, dividends paid on short sales, brokerage commissions, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization, or extraordinary expenses) do not exceed 1.00% 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, 2021.
|
26
|
|
One Year
|
Three Years
|
Five Years
|
Ten Years
|
Institutional Class
|
$96
|
$302
|
$525
|
$1,165
|
27
|
28
|
29
|
30
|
31
|
•
|
An investment vehicle for accessing a portfolio of MLP and energy infrastructure 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 current income and secondarily long-term capital appreciation;
|
•
|
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.
|
32
|
Best Quarter
|
Worst Quarter
|
Q2 2016 21.00%
|
Q3 2015 -23.92%
|
Average Annual Total Returns for the periods ended December 31, 2019(1)
|
|
|
|
|
|
One Year
|
Five Years
|
Since Inception
(September 9, 2010)
|
|
Institutional Class
|
|
|
|
|
Return Before Taxes
|
14.71%
|
-4.89%
|
3.84%
|
|
Return After Taxes on Distributions
|
12.22%
|
-6.21%
|
2.32%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
8.85%
|
-4.05%
|
2.77%
|
|
Alerian MLP Index (reflects no deduction for fees, expenses or taxes)
|
6.56%
|
-7.00%
|
2.41%
|
|
33
|
34
|
•
|
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.
|
•
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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.
|
35
|
•
|
Suppliers: Companies that explore, develop, complete, or produce energy sources such as natural gas, natural gas liquids (“NGLs”), such as ethane and propane, and renewable energy;
|
•
|
Energy export facilities and infrastructure companies: Companies that play a role in global supply and demand by directly or indirectly facilitating exports of low cost or lower carbon energy products through transporting, processing, gathering, and storing such commodities including liquefied natural gas (“LNG”), NGLs such as ethane and propane, and refined products such as gasoline and oil;
|
•
|
Beneficiaries: Companies that derive value from rising global energy demand such as (i) providers of electric power generation, including the production of electricity from renewable sources; (ii) companies that engage in the transmission, storage, and distribution of electricity; (iii) distributors, marketers and downstream users of energy; (iv)energy efficiency companies; (v) providers of treatment and supply of water including the treatment of waste water; (vi) providers of environmental services such as recycling and waste management; and (vii) other technology and cleantech companies benefiting from the Transition that is underway (“Beneficiaries”);
|
36
|
37
|
38
|
39
|
40
|
41
|
•
|
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.
|
42
|
43
|
•
|
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
|
44
|
•
|
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.
|
45
|
46
|
47
|
48
|
49
|
50
|
51
|
52
|
53
|
54
|
MLP & Pipeline Fund
|
0.85%
|
Energy Evolution Fund
|
0.00%
|
MLP & Energy Income Fund
|
1.00%
|
MLP & Energy Infrastructure Fund
|
0.74%
|
55
|
56
|
57
|
58
|
59
|
60
|
•
|
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 Invest By Mail form that is attached to your confirmation statement; 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. Bank Global Fund Services
|
c/o U.S. Bank Global Fund Services
|
P.O. Box 701
|
615 East Michigan Street, 3rd Floor
|
Milwaukee, WI 53201-0701
|
Milwaukee, WI 53202
|
61
|
Wire to:
|
U.S. Bank, N.A.
|
ABA Number:
|
075000022
|
Credit:
|
U.S. Bancorp Fund Services, LLC
|
Account:
|
112-952-137
|
Further Credit:
|
Name of the Fund(s)
|
62
|
•
|
Full name;
|
•
|
Date of birth (individuals only);
|
•
|
Social Security or taxpayer identification number; and
|
•
|
Permanent street address (a P.O. Box number alone is not acceptable).
|
•
|
The shareholder’s name;
|
63
|
•
|
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 where the proceeds are requested to be sent by check.
|
64
|
Regular Mail
|
Overnight or Express Mail
|
Name of the Fund(s)
|
Name of the Fund(s)
|
c/o U.S. Bank Global Fund Services
|
c/o U.S. Bank Global Fund Services
|
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.
|
65
|
Regular Mail
|
Overnight or Express Mail
|
Name of the Fund
|
Name of the Fund
|
c/o U.S. Bank Global Fund Services
|
c/o U.S. Bank Global Fund Services
|
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;
|
66
|
•
|
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.
|
|
A Class
|
Institutional Class
|
C Class
|
T Class
|
Minimum Initial Investment
|
$2,500
|
$1,000,000; $5,000,000 for the Tortoise MLP & Energy Infrastructure Fund
|
$2,500
|
$2,500
|
Subsequent Minimum Investment
|
$100
|
$100; $500 for the Tortoise MLP & Energy Infrastructure Fund; $100,000 for the Tortoise MLP & Energy Income Fund
|
$100
|
$100
|
67
|
|
A Class
|
Institutional Class
|
C Class
|
T Class
|
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
|
Initial Sales Charge
|
5.50% or less, with lower sales charges available for larger investments in a Fund. Additionally, A Class shares may be purchased at NAV by certain investors. See “A Class – Elimination of Initial Sales Load” below for additional information.
|
None
|
None
|
2.50% or less, with lower sales charges available for larger investments in a Fund. Additionally, T Class shares may be purchased at NAV by certain investors. See “T Class – Sales Charge Waivers” below for additional information.
|
68
|
69
|
(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 A 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 (18 months for the MLP & Energy Income Fund) 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.
|
70
|
•
|
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);
|
•
|
Purchases of C Class (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to A Class shares of the same fund pursuant to an agreement with a financial intermediary;
|
•
|
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
|
71
|
•
|
Reinvestment of all or part of the proceeds of redemption of your A 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.
|
72
|
•
|
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.
|
73
|
|
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%
|
74
|
75
|
76
|
77
|
78
|
|
Year
Ended November 30, 2019
|
Year
Ended
November
30, 2018
|
Year
Ended
November
30, 2017
|
Year
Ended
November
30, 2016
|
Year
Ended
November
30, 2015
|
Per Common Share Data(1)
|
|
|
|
|
|
Net asset value, beginning of year
|
$12.18
|
$12.77
|
$13.67
|
$11.23
|
$16.76
|
Investment operations:
|
|
|
|
|
|
Net investment income(2)
|
0.11
|
0.06
|
0.13
|
0.18 (3)
|
0.31
|
Net realized and unrealized gain (loss) on investments and translations of foreign currency(2)
|
(0.26)
|
(0.22)
|
(0.64)
|
2.56
|
(5.45)
|
Total from investment operations
|
(0.15)
|
(0.16)
|
(0.51)
|
2.74
|
(5.14)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.18)
|
(0.16)
|
(0.20)
|
(0.25)
|
(0.30)
|
Net realized gains
|
—
|
—
|
—
|
—
|
(0.02)
|
Return of capital
|
(0.35)
|
(0.27)
|
(0.19)
|
(0.05)
|
(0.07)
|
Total distributions
|
(0.53)
|
(0.43)
|
(0.39)
|
(0.30)
|
(0.39)
|
Net asset value, end of year
|
$11.50
|
$12.18
|
$12.77
|
$13.67
|
$11.23
|
Total Return(4)
|
(1.38)%
|
(1.31)%
|
(3.81)%
|
25.25%
|
(30.90)%
|
Supplemental Data and Ratios
|
|
|
|
|
|
Net assets, end of year (in 000’s)
|
$469,882
|
$474,785
|
$300,926
|
$312,642
|
$123,237
|
|
|
|
|
|
|
Ratio of expenses to average net assets
|
1.18%
|
1.18%
|
1.21%
|
1.22%
|
1.24%
|
|
|
|
|
|
|
Ratio of net investment income to average net assets
|
0.76%
|
0.81%
|
0.92%
|
1.48%
|
1.46%
|
Portfolio turnover rate
|
19%
|
14%
|
15%
|
25%
|
34%
|
(1)
|
For an A Class Share outstanding for the entire year. Prior to March 30, 2019, A Class shares were known as Investor Class shares.
|
(2)
|
The per common share data for the years ended November 30, 2018, 2017, 2016, and 2015 do not reflect the change in estimate of investment income and return of capital.
|
(3)
|
Per share amounts calculated using average shares method.
|
(4)
|
Total return does not reflect sales charges.
|
79
|
|
Year
Ended November 30, 2019
|
Year
Ended
November 30, 2018
|
Year
Ended
November 30, 2017
|
Year
Ended
November 30, 2016
|
Year
Ended
November 30, 2015
|
Per Common Share Data(1)
|
|
|
|
|
|
Net asset value, beginning of year
|
$12.29
|
$12.85
|
$13.76
|
$11.28
|
$16.84
|
Investment operations:
|
|
|
|
|
|
Net investment income(2)
|
$0.14
|
0.16
|
0.15
|
0.21 (3)
|
0.24
|
Net realized and unrealized gain (loss) on investments and translations of foreign currency(2)
|
(0.26)
|
(0.26)
|
(0.64)
|
2.59
|
(5.37)
|
Total from investment operations
|
(0.12)
|
(0.10)
|
(0.49)
|
2.80
|
(5.13)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.20)
|
(0.17)
|
(0.22)
|
(0.27)
|
(0.34)
|
Net realized gains
|
—
|
—
|
—
|
—
|
(0.02)
|
Return of capital
|
(0.36)
|
(0.29)
|
(0.20)
|
(0.05)
|
(0.07)
|
Total distributions
|
(0.56)
|
(0.46)
|
(0.42)
|
(0.32)
|
(0.43)
|
Net asset value, end of year
|
$11.61
|
$12.29
|
$12.85
|
$13.76
|
$11.28
|
|
|
|
|
|
|
Total Return
|
(1.09)%
|
(0.88)%
|
(3.63)%
|
25.62%
|
(30.71)%
|
Supplemental Data and Ratios
|
|
|
|
|
|
Net assets, end of year (in 000’s)
|
$3,226,450
|
$3,544,401
|
$2,872,704
|
$2,213,434
|
$1,242,133
|
|
|
|
|
|
|
Ratio of expenses to average net assets
|
0.93%
|
0.93%
|
0.96%
|
0.97%
|
0.99%
|
|
|
|
|
|
|
Ratio of net investment income to average net assets
|
1.01%
|
1.06%
|
1.17%
|
1.73%
|
1.71%
|
Portfolio turnover rate
|
19%
|
14%
|
15%
|
25%
|
34%
|
(1)
|
For an Institutional Class share outstanding for the entire year.
|
(2)
|
The per common share data for the years ended November 30, 2018, 2017, 2016, and 2015 do not reflect the change in estimate of investment income and return of capital.
|
(3)
|
Per share amounts calculated using average shares method.
|
80
|
|
Year
Ended November 30, 2019
|
Year
Ended
November 30, 2018
|
Year
Ended
November 30, 2017
|
Year
Ended
November 30, 2016
|
Year
Ended
November
30, 2015
|
Per Common Share Data(1)
|
|
|
|
|
|
Net asset value, beginning of year
|
$12.05
|
$12.61
|
$13.51
|
$11.14
|
$16.62
|
Investment operations:
|
|
|
|
|
|
Net investment income (loss)(2)
|
(0.01)
|
—(3)
|
(0.02)
|
0.08 (4)
|
0.12
|
Net realized and unrealized gain (loss) on investments and translations of foreign currency(2)
|
(0.23)
|
(0.23)
|
(0.62)
|
2.55
|
(5.32)
|
Total from investment operations
|
(0.24)
|
(0.23)
|
(0.60)
|
2.63
|
(5.20)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.15)
|
(0.12)
|
(0.16)
|
(0.22)
|
(0.19)
|
Net realized gains
|
—
|
—
|
—
|
—
|
(0.02)
|
Return of capital
|
(0.27)
|
(0.21)
|
(0.14)
|
(0.04)
|
(0.07)
|
Total distributions
|
(0.42)
|
(0.33)
|
(0.30)
|
(0.26)
|
(0.28)
|
Net asset value, end of year
|
$11.39
|
$12.05
|
$12.61
|
$13.51
|
$11.14
|
Total Return (5)
|
(2.13)%
|
(1.89)%
|
(4.51)%
|
24.37%
|
(31.42)%
|
Supplemental Data and Ratios
|
|
|
|
|
|
Net assets, end of year (in 000’s)
|
$37,888
|
$51,458
|
$58,147
|
$60,170
|
$48,928
|
|
|
|
|
|
|
Ratio of expenses to average net assets
|
1.93%
|
1.93%
|
1.96%
|
1.97%
|
1.99%
|
|
|
|
|
|
|
Ratio of net investment income to average net assets
|
0.01%
|
0.06%
|
0.17%
|
0.73%
|
0.71%
|
Portfolio turnover rate
|
19%
|
14%
|
15%
|
25%
|
34%
|
(1)
|
For a C Class Share outstanding for the entire period.
|
(2)
|
The per common share data for the years ended November 30, 2018, 2017, 2016, and 2015 do not reflect the change in estimate of investment income and return of capital.
|
(3)
|
Amount per share is less than $0.01.
|
(4)
|
Per share amounts calculated using average shares method.
|
(5)
|
Total return does not reflect sales charges.
|
81
|
|
Year Ended November 30, 2019
|
Year Ended
November
30, 2018
|
Year Ended
November
30, 2017
|
Year
Ended
November
30, 2016
|
Year
Ended
November
30, 2015
|
Per Common Share Data(1)
|
|
|
|
|
|
Net asset value, beginning of year
|
$8.12
|
$8.98
|
$10.19
|
$8.80
|
$9.93
|
Investment operations:
|
|
|
|
|
|
Net investment income (loss)(2)
|
0.09
|
(0.04)
|
(0.05)
|
0.03
|
0.07
|
Net realized and unrealized gain (loss) on investments and translations of foreign currency(2)
|
(0.74)
|
(0.82)
|
(1.14)
|
1.38
|
(1.19)
|
Total from investment operations
|
0.65
|
(0.86)
|
(1.19)
|
1.41
|
(1.12)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
—
|
—
|
(0.02)
|
(0.02)
|
(0.01)
|
Net realized gains
|
—
|
—
|
—
|
—
|
—
|
Total distributions
|
—
|
—
|
(0.02)
|
(0.02)
|
(0.01)
|
Net asset value, end of year
|
$7.47
|
$8.12
|
$8.98
|
$10.19
|
$8.80
|
Total Return(3)
|
(8.00)%
|
(9.58)%
|
(11.67)%
|
16.06%
|
(11.34)%
|
Supplemental Data and Ratios
|
|
|
|
|
|
Net assets, end of year (in 000’s)
|
$2,349
|
$3,740
|
$4,371
|
$3,068
|
$2,392
|
Ratio of expenses to average net assets:
|
|
|
|
|
|
Before expense waiver
|
2.41%
|
1.70%
|
1.67%
|
1.95%
|
1.91%
|
After expense waiver
|
1.35%
|
1.35%
|
1.35%
|
1.35%
|
1.35%
|
Ratio of net investment income (loss) to average net assets:
|
|
|
|
|
|
Before expense waiver
|
(0.12)%
|
(0.79)%
|
(0.77)%
|
(0.19)%
|
(0.03)%
|
After expense waiver
|
0.94%
|
(0.44)%
|
(0.45)%
|
0.41%
|
0.53%
|
Portfolio turnover rate
|
124%
|
100%
|
105% (4)
|
168%
|
126%
|
(1)
|
For an A Class Share outstanding for the entire year. Prior to March 30, 2019, A Class shares were known as Investor Class shares.
|
(2)
|
The per common share data for the years ended November 30, 2018, 2017, 2016 and 2015 does not reflect the change in estimate of investment income and return of capital.
|
(3)
|
Total return does not reflect sales charges.
|
(4)
|
Portfolio turnover excludes the purchases and sales of the Tortoise North American Energy Independence Fund (TNPTX) prior to the merger on June 16, 2017. If these transactions were included, portfolio turnover would have been higher.
|
82
|
|
Year Ended November 30, 2019
|
Year
Ended
November
30, 2018
|
Year
Ended
November
30, 2017
|
Year
Ended
November
30, 2016
|
Year
Ended
November
30, 2015
|
Per Common Share Data(1)
|
|
|
|
|
|
Net asset value, beginning of year
|
$8.17
|
$9.00
|
$10.22
|
$8.83
|
$9.95
|
Investment operations:
|
|
|
|
|
|
Net investment income (loss)(2)
|
0.09
|
(0.03)
|
(0.02)
|
0.03
|
0.07
|
Net realized and unrealized gain (loss) on investments and translations of foreign currency(2)
|
(0.73)
|
(0.80)
|
(1.16)
|
1.41
|
(1.17)
|
Total from investment operations
|
(0.64)
|
(0.83)
|
(1.18)
|
1.44
|
(1.10)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
—
|
—
|
(0.04)
|
(0.05)
|
(0.02)
|
Net realized gains
|
—
|
—
|
—
|
—
|
—
|
Total distributions
|
—
|
—
|
(0.04)
|
(0.05)
|
(0.02)
|
Net asset value, end of year
|
$7.53
|
$8.17
|
$9.00
|
$10.22
|
$8.83
|
Total Return
|
(7.83)%
|
(9.22)%
|
(11.57)%
|
16.52%
|
(11.10)%
|
Supplemental Data and Ratios
|
|
|
|
|
|
Net assets, end of year (in 000’s)
|
$21,748
|
$32,984
|
$57,431
|
$38,363
|
$35,030
|
Ratio of expenses to average net assets:
|
|
|
|
|
|
Before expense waiver
|
2.16%
|
1.40%
|
1.42%
|
1.70%
|
1.66%
|
After expense waiver
|
1.10%
|
1.10%
|
1.10%
|
1.10%
|
1.10%
|
Ratio of net investment income (loss) to average net assets:
|
|
|
|
|
|
Before expense waiver
|
0.13%
|
(0.49)%
|
(0.52)%
|
0.06%
|
0.22%
|
After expense waiver
|
1.19%
|
(0.19)%
|
(0.20)%
|
0.66%
|
0.78%
|
Portfolio turnover rate
|
124%
|
100%
|
105% (3)
|
168%
|
126%
|
(1)
|
For an Institutional Class Share outstanding for the entire year.
|
(2)
|
The per common share data for the years ended November 30, 2018, 2017, 2016 and 2015 does not reflect the change in estimate of investment income and return of capital.
|
(3)
|
Portfolio turnover excludes the purchases and sales of the Tortoise North American Energy Independence Fund (TNPTX) prior to the merger on June 16, 2017. If these transactions were included, portfolio turnover would have been higher.
|
83
|
|
Year
Ended November 30, 2019
|
Year
Ended November
30, 2018
|
Year
Ended November
30, 2017
|
Year
Ended November
30, 2016
|
Year
Ended
November
30, 2015
|
Per Common Share Data(1)
|
|
|
|
|
|
Net asset value, beginning of year
|
$7.85
|
$8.74
|
$9.98
|
$8.67
|
$9.86
|
Investment operations:
|
|
|
|
|
|
Net investment income (loss)(2)
|
(0.01)
|
(0.15)
|
(0.04)
|
(0.03)
|
0.04
|
Net realized and unrealized gain (loss) on investments and translations of foreign currency(2)
|
(0.67)
|
(0.74)
|
(1.20)
|
1.36
|
(1.23)
|
Total from investment operations
|
(0.68)
|
(0.89)
|
(1.24)
|
1.33
|
(1.19)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
—
|
—
|
—
|
(0.02)
|
(–)(3)
|
Net realized gains
|
—
|
—
|
—
|
—
|
—
|
Total distributions
|
—
|
—
|
—
|
(0.02)
|
(–)(3)
|
Net asset value, end of year
|
$7.17
|
$7.85
|
$8.74
|
$9.98
|
$8.67
|
Total Return(4)
|
(8.66)%
|
(10.18)%
|
(12.42)%
|
15.41%
|
(12.06)%
|
Supplemental Data and Ratios
|
|
|
|
|
|
Net assets, end of year (in 000’s)
|
$1,332
|
$1,679
|
$2,056
|
$1,379
|
$1,151
|
Ratio of expenses to average net assets:
|
|
|
|
|
|
Before expense waiver
|
3.15%
|
2.44%
|
2.42%
|
2.70%
|
2.66%
|
After expense waiver
|
2.10%
|
2.10%
|
2.10%
|
2.10%
|
2.10%
|
Ratio of net investment income (loss) to average net assets:
|
|
|
|
|
|
Before expense waiver
|
(0.87)%
|
(1.53)%
|
(1.52)%
|
(0.94)%
|
(0.78)%
|
After expense waiver
|
0.19%
|
(1.19)%
|
(1.20)%
|
(0.34)%
|
(0.22)%
|
Portfolio turnover rate
|
124%
|
100%
|
105% (5)
|
168%
|
126%
|
(1)
|
For a C Class Share outstanding for the entire year.
|
(2)
|
The per common share data for the years ended November 30, 2018, 2017, 2016 and 2015 does not reflect the change in estimate of investment income and return of capital.
|
(3)
|
Amount per share is less than $0.01.
|
(4)
|
Total return does not reflect sales charges.
|
(5)
|
Portfolio turnover excludes the purchases and sales of the Tortoise North American Energy Independence Fund (TNPTX) prior to the merger on June 16, 2017. If these transactions were included, portfolio turnover would have been higher.
|
84
|
|
Year
Ended November 30, 2019
|
Year
Ended November 30, 2018
|
Year
Ended November 30, 2017
|
Year
Ended November 30, 2016
|
Year
Ended November 30, 2015
|
Per Common Share Data (1)
|
|
|
|
|
|
Net asset value, beginning of year
|
7.56
|
$8.57
|
$9.87
|
$9.35
|
$13.93
|
Investment operations:
|
|
|
|
|
|
Net investment income
|
0.79
|
0.06
|
0.09
|
0.20
|
0.21
|
Net realized and unrealized gain (loss) on investments and translations of foreign currency
|
(0.80)
|
(0.36)
|
(0.69)
|
1.04
|
(4.10)
|
Total from investment operations
|
(0.01)
|
(0.30)
|
(0.60)
|
1.24
|
(3.89)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.01)
|
(0.42)
|
(0.16)
|
(0.24)
|
(0.21)
|
Net realized gains
|
—
|
—
|
—
|
—
|
—
|
Return of capital
|
(0.67)
|
(0.29)
|
(0.54)
|
(0.48)
|
(0.48)
|
Total distributions
|
(0.68)
|
(0.71)
|
(0.70)
|
(0.72)
|
(0.69)
|
Redemption fee proceeds
|
—(3)
|
—(2)(3)
|
—(2)(3)
|
—(2)(3)
|
—(2)(3)
|
Net asset value, end of year
|
$6.87
|
$7.56
|
$8.57
|
$9.87
|
$9.35
|
Total Return(4)
|
(0.41)%
|
(3.95)%
|
(6.26)%
|
14.74%
|
28.82%
|
Supplemental Data and Ratios
|
|
|
|
|
|
Net assets, end of year (in 000s)
|
$45,492
|
$55,436
|
$62,135
|
$54,418
|
$82,726
|
Ratio of expenses to average net assets
|
1.42%
|
1.41%
|
1.39%
|
1.40%
|
1.40%
|
Ratio of net investment income to average net assets
|
1.43%
|
0.74%
|
0.98%
|
2.36%
|
1.68%
|
Portfolio turnover rate
|
48%
|
55%
|
30%
|
65%
|
37%
|
(1)
|
For an A Class Share outstanding for the entire period.
|
(2)
|
Per share amounts calculated using average shares method
|
(3)
|
Amount per share is less than $0.01.
|
(4)
|
Total return does not reflect sales charges.
|
85
|
|
Year Ended November 30, 2019
|
Year Ended November 30, 2018
|
Year Ended November 30, 2017
|
Year Ended November 30, 2016
|
Year Ended November 30, 2015
|
Per Common Share Data (1)
|
|
|
|
|
|
Net asset value, beginning of year
|
7.59
|
$8.60
|
$9.90
|
$9.37
|
$13.96
|
Investment operations:
|
|
|
|
|
|
Net investment income
|
0.67
|
—(2)(3)
|
0.02 (3)
|
0.14 (3)
|
0.12 (3)
|
Net realized and unrealized gain (loss) on investments and translations of foreign currency
|
(0.75)
|
(0.37)
|
(0.69)
|
1.04
|
(4.12)
|
Total from investment operations
|
(0.08)
|
(0.37)
|
(0.67)
|
1.18
|
(4.00)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.01)
|
(0.38)
|
(0.14)
|
(0.21)
|
(0.17)
|
Net realized gains
|
—
|
—
|
—
|
—
|
—
|
Return of capital
|
(0.61)
|
(0.26)
|
(0.49)
|
(0.44)
|
(0.42)
|
Total distributions
|
(0.62)
|
(0.64)
|
(0.63)
|
(0.65)
|
(0.59)
|
Redemption fee proceeds
|
—(2)
|
—(2)(3)
|
—(2)(3)
|
—(2)(3)
|
—(2)(3)
|
Net asset value, end of year
|
$6.89
|
$7.59
|
$8.60
|
$9.90
|
$9.37
|
Total Return(4)
|
(1.30)%
|
(4.64)%
|
(6.95)%
|
13.89%
|
(29.40)%
|
Supplemental Data and Ratios
|
|
|
|
|
|
Net assets, end of year (in 000s)
|
$46,979
|
$55,341
|
$68,541
|
$92,873
|
$98,460
|
Ratio of expenses to average net assets
|
2.17%
|
2.16%
|
2.14%
|
2.15%
|
2.15%
|
Ratio of net investment income (loss) to average net assets
|
0.68%
|
(0.01)%
|
0.23%
|
1.61%
|
0.93%
|
Portfolio turnover rate
|
48%
|
55%
|
30%
|
65%
|
37%
|
(1)
|
For a C Class Share outstanding for the entire period.
|
(2)
|
Amount per share is less than $0.01.
|
(3)
|
Per share amounts calculated using average shares method.
|
(4)
|
Total return does not reflect sales charges.
|
86
|
|
Year Ended November 30, 2019
|
Year Ended November 30, 2018
|
Year Ended November 30, 2017
|
Year Ended November 30, 2016
|
Year Ended November 30, 2015
|
Per Common Share Data (1)
|
|
|
|
|
|
Net asset value, beginning of year
|
$7.43
|
$8.42
|
$9.70
|
$9.20
|
$13.70
|
Investment operations:
|
|
|
|
|
|
Net investment income
|
0.81
|
0.08 (2)
|
0.11 (2)
|
0.23 (2)
|
0.24 (2)
|
Net realized and unrealized gain (loss) on investments and translations of foreign currency
|
(0.82)
|
(0.35)
|
(0.68)
|
1.01
|
(4.03)
|
Total from investment operations
|
(0.01)
|
(0.27)
|
(0.57)
|
1.24
|
(3.79)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.01)
|
(0.43)
|
(0.16)
|
(0.25)
|
(0.22)
|
Net realized gains
|
—
|
—
|
—
|
—
|
—
|
Return of capital
|
(0.67)
|
(0.29)
|
(0.55)
|
(0.49)
|
(0.49)
|
Total distributions
|
(0.68)
|
(0.72)
|
(0.71)
|
(0.74)
|
(0.71)
|
Redemption fee proceeds
|
—(3)
|
—(2)(3)
|
—(2)(3)
|
—(2)(3)
|
—(2)(3)
|
Net asset value, end of year
|
$6.74
|
$7.43
|
$8.42
|
$9.70
|
$9.20
|
Total Return
|
(0.29)%
|
(3.66)%
|
(6.03)%
|
14.93%
|
(28.59)%
|
Supplemental Data and Ratios
|
|
|
|
|
|
Net assets, end of year (in 000s)
|
$628,295
|
$748,415
|
$735,670
|
$733,365
|
$592,034
|
Ratio of expenses to average net assets
|
1.17%
|
1.16%
|
1.14%
|
1.15%
|
1.15%
|
Ratio of net investment income (loss) to average net assets
|
1.68%
|
0.99%
|
1.23%
|
2.61%
|
1.93%
|
Portfolio turnover rate
|
48%
|
55%
|
30%
|
65%
|
37%
|
(1)
|
For an Institutional Class Share outstanding for the entire period.
|
(2)
|
Per share amounts calculated using average shares method.
|
(3)
|
Amount per share is less than $0.01.
|
87
|
|
Year Ended November 30, 2019
|
Year Ended November 30, 2018
|
Year Ended November 30, 2017
|
Year Ended November 30, 2016
|
Year Ended November 30, 2015
|
Per Common Share Data (1)
|
|
|
|
|
|
Net asset value, beginning of year
|
7.24
|
$8.23
|
$9.51
|
$9.31
|
$13.97
|
Investment operations:
|
|
|
|
|
|
Net investment income
|
(0.97)
|
0.11 (2)
|
0.13 (2)
|
0.25 (2)
|
0.26 (2)
|
Net realized and unrealized gain (loss) on investments and translations of foreign currency
|
0.92
|
(0.38)
|
(0.69)
|
0.68
|
(4.20)
|
Total from investment operations
|
(0.05)
|
(0.27)
|
(0.56)
|
0.93
|
(3.94)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.41)
|
(0.48)
|
(0.27)
|
(0.25)
|
(0.20)
|
Net realized gains
|
—
|
—
|
—
|
—
|
—
|
Return of capital
|
(0.26)
|
(0.24)
|
(0.45)
|
(0.48)
|
(0.52)
|
Total distributions
|
(0.67)
|
(0.72)
|
(0.72)
|
(0.73)
|
(0.72)
|
Redemption fee proceeds
|
—(3)
|
—(2)(3)
|
—(2)(3)
|
—(2)(3)
|
—(2)(3)
|
Net asset value, end of year
|
$6.52
|
$7.24
|
$8.23
|
$9.51
|
$9.31
|
Total Return(4)
|
(0.83)%
|
(3.71)%
|
(6.13)%
|
11.45%
|
(29.18)%
|
Supplemental Data and Ratios
|
|
|
|
|
|
Net assets, end of year (in 000s)
|
$75,910
|
$265,892
|
$328,540
|
$432,631
|
$429,246
|
Ratio of expenses to average net assets:
|
|
|
|
|
|
Before expense waiver
|
0.95%
|
0.93%
|
0.90%
|
0.90%
|
0.94%
|
After expense waiver
|
0.94%
|
0.93%
|
0.90%
|
0.94%
|
1.00%
|
Ratio of net investment income to average net assets
|
|
|
|
|
|
Before expense waiver
|
1.79%
|
1.32%
|
1.42%
|
3.01%
|
2.23%
|
After expense waiver
|
1.80%
|
1.32%
|
1.42%
|
2.97%
|
2.17%
|
Portfolio turnover rate
|
75%
|
73%
|
28%
|
71%
|
29%
|
(1)
|
For an Institutional Class Share outstanding for the entire period.
|
(2)
|
Per share amounts calculated using average shares method.
|
(3)
|
Amount per share is less than $0.01.
|
88
|
89
|
•
|
Free of charge from the SEC’s EDGAR database on the SEC’s Internet website at http://www.sec.gov; or
|
•
|
For a fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
|
Front-end Sales Load Waivers on A 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 a 529 Plan (does not include 529 Plan units or 529-specific share classes or equivalents)
|
Shares purchased through a Merrill Lynch affiliated investment advisory program
|
Shares exchanged due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch's policies relating to sales load discounts and waivers
|
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 pursuant to Merrill Lynch's policies relating to sales load discounts and waivers
|
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). Automated transactions (i.e. systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch's account maintenance fees are not eligible for reinstatement
|
CDSC Waivers on A 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 pursuant to the Internal Revenue Code
|
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 A Class and C shares only)
|
Shares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch's policies relating to sales load discounts and waivers
|
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 as described in the Fund's prospectus will be automatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings, where applicable) 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
|
•
|
C Class (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to A Class shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program
|
•
|
Shares purchased in an investment advisory program.
|
•
|
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).
|
•
|
Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James.
|
•
|
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).
|
•
|
A shareholder in the Funds’ C Class shares will have their shares converted at net asset value to A Class shares (or the appropriate share class) of the Funds if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James.
|
•
|
Death or disability of the shareholder.
|
•
|
Shares sold as part of a systematic withdrawal plan as described in the Funds’ 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 the qualified age based on applicable IRS regulations as described in the fund's prospectus.
|
•
|
Shares sold to pay Raymond James’ fees but only if the transaction is initiated by Raymond James.
|
•
|
Shares acquired through a right of reinstatement.
|
•
|
Breakpoints as described in this prospectus.
|
•
|
Rights of accumulation 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 Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial advisor about such assets.
|
•
|
Letters of intent which allow for breakpoints based on anticipated purchases within a fund family, owes a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letter of intent only if the shareholder notifies his or her financial advisor about such assets.
|
•
|
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 OPCO affiliated investment advisory program
|
•
|
Share 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 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 amount, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Restatement).
|
•
|
A shareholder in the Fund's C Class shares will have their shares converted at net asset value to A Class shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of OPCO
|
•
|
Employees and registered representatives of OPCO or its affiliates and their family members
|
•
|
Directors or Trustees of the Fund, and employees of the Fund's investment adviser or any of its affiliates, as described in this prospectus
|
•
|
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 dure to the shareholder reaching age 70½ as described in the prospectus
|
•
|
Shares sold to pay OPCO fees but only if the transaction is initiated by OPCO
|
•
|
Shares acquired through a right of reinstatement
|
•
|
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 OPCO. Eligible fund family assets not held at OPCO may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets
|
42
|
|
52
|
|
72
|
|
•
|
Under normal circumstances, each Fund may invest up to 15% of its net assets in illiquid investments. An illiquid investments is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment, as determined pursuant to the provisions of Rule 22e-4 under the 1940 Act.
|
•
|
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 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 Energy Evolution Fund may invest up to: (i) 50% 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 Energy Evolution 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 Energy Evolution Fund may invest up to 15% of its total assets in securities of any one issuer.
|
Name of Person/Position
|
Aggregate Compensation from the MLP & Pipeline Fund1
|
Aggregate Compensation from the Energy Evolution Fund1
|
Aggregate Compensation from the MLP & Energy Income Fund1
|
Aggregate Compensation from the MLP & Energy Infrastructure Fund1
|
Pension or Retirement Benefits Accrued as Part of Fund Expenses
|
Estimated Annual Benefits Upon Retirement
|
Total Compensation from the Funds and the Trust2
|
Leonard M. Rush, Lead Independent Trustee and Audit Committee Chairman
|
$3,487
|
$3,486
|
None
|
None
|
None
|
None
|
$129,000
|
David A. Massart, Independent Trustee and Valuation Committee Chairman
|
$3,217
|
$3,216
|
None
|
None
|
None
|
None
|
$119,000
|
David M. Swanson, Independent Trustee and Nominating & Governance Committee Chairman
|
$3,217
|
$3,216
|
None
|
None
|
None
|
None
|
$119,000
|
Robert J. Kern, Interested Trustee
|
$3,027
|
$3,027
|
None
|
None
|
None
|
None
|
$112,000
|
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
For The Exclusive Benefit of its
Customers
1 New York Plaza 12th Floor
New York, New York 10004-1965
|
74.53%
|
Record
|
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, California 94105-1905
|
12.97%
|
Record
|
Name and Address
|
% Ownership
|
Type of Ownership(1)
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, California 94105-1905
|
22.85%
|
Record
|
National Financial Services LLC
499 Washington Blvd, 4th Floor
Jersey City, New Jersey 07310-1995
|
21.31%
|
Record
|
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit of its
Customers
1 New York Plaza 12th Floor
New York, New York 10004-1965
|
16.01%
|
Record
|
Wells Fargo Bank NA FBO
PO Box 1533
Minneapolis, Minnesota 55480-1533
|
8.13%
|
Record
|
TD Ameritrade Inc For the Exclusive Benefit of Our Clients
P.O. Box 2226
Omaha, Nebraska 68103-2226
|
6.98%
|
Record
|
JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center 3rd Floor Mutual Funds Department
Brooklyn, New York 11245-0003
|
6.13%
|
Record
|
Name and Address
|
% Ownership
|
Type of Ownership(1)
|
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit of its
Customers
1 New York Plaza 12th Floor
New York, New York 10004-1965
|
43.34%
|
Record
|
LPL Financial
Omnibus Customer Account
ATTN Lindsay O’Toole
4707 Executive Drive
San Diego, California 92121-3091
|
7.84%
|
Record
|
Merrill Lynch Pierce Fenner & Smith
For the Sole Benefit of Its Customers
4800 Deer Lake Drive E
Jacksonville, Florida 32246-6486
|
7.08%
|
Record
|
Wells Fargo Clearing Services, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, Missouri 63103-2523
|
6.58%
|
Record
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, California 94105-1905
|
5.04%
|
Record
|
Name and Address
|
% Ownership
|
Parent Company
|
Jurisdiction
|
Type of Ownership(1)
|
Tortoise Capital Advisors, LLC
11550 Ash Street, Suite 300
Leawood, Kansas 66211-7811
|
33.12%
|
N/A
|
N/A
|
Beneficial
|
Name and Address
|
% Ownership
|
Type of Ownership(1)
|
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, California 94105-1905
|
42.19%
|
Record
|
National Financial Services LLC
499 Washington Blvd, 4th Floor
Jersey City, New Jersey 07310-1995
|
18.42%
|
Record
|
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit of its
Customers
1 New York Plaza 12th Floor
New York, New York 10004-1965
|
12.37%
|
Record
|
Tortoise Capital Advisors, LLC
11550 Ash Street, Suite 300
Leawood, Kansas 66211-7811
|
5.42%
|
Beneficial
|
LPL Financial
Omnibus Customer Account
ATTN Lindsay O’Toole
4707 Executive Drive
San Diego, California 92121-3091
|
5.03%
|
Record
|
Name and Address
|
% Ownership
|
Type of Ownership
|
Tortoise Capital Advisors, LLC
11550 Ash Street, Suite 300
Leawood, Kansas 66211-7811
|
39.22%
|
Beneficial
|
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit of its
Customers
1 New York Plaza 12th Floor
New York, New York 10004-1965
|
21.15%
|
Record
|
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, California 94105-1905
|
18.40%
|
Record
|
National Financial Services LLC
499 Washington Blvd, 4th Floor
Jersey City, New Jersey 07310-1995
|
12.87%
|
Record
|
Name and Address
|
% Ownership
|
Type of Ownership
|
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit of its
Customers
1 New York Plaza 12th Floor
New York, New York 10004-1965
|
31.64%
|
Record
|
Tortoise Capital Advisors, LLC
11550 Ash Street, Suite 300
Leawood, Kansas 66211-7811
|
10.70%
|
Beneficial
|
JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center 3rd Floor Mutual Funds Department
Brooklyn, New York 11245-0003
|
9.51%
|
Record
|
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, California 94105-1905
|
9.24%
|
Record
|
Raymond James & Associates, Inc.
FBO Kay Bonner Cowden TTEE
Cowden Non-Exempt Marital Trust
5930 Royal Lane, Suite 501
Dallas, Texas 75230-3849
|
8.74%
|
Beneficial
|
Raymond James & Associates, Inc.
FBO Kay Bonner Cowden TTEE
Cowden Family Trust
5930 Royal Lane, Suite 501
Dallas, Texas 75230-3849
|
8.74%
|
Beneficial
|
Name and Address
|
% Ownership
|
Parent Company
|
Jurisdiction
|
Type of Ownership(1)
|
Merrill Lynch Pierce Fenner & Smith
For the Sole Benefit of Its Customers
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6486
|
33.50%
|
Merrill Lynch & Co., Inc.
|
DE
|
Record
|
Name and Address
|
% Ownership
|
Type of Ownership(1)
|
Merrill Lynch Pierce Fenner & Smith
For the Sole Benefit of Its Customers
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6486
|
47.96%
|
Record
|
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, California 94105-1905
|
21.04%
|
Record
|
RBC Capital Markets LLC
Mutual Fund Omnibus Processing Omnibus
Attn Mutual Fund Ops Manager
60 South 6th Street # P08
Minneapolis, Minnesota 55402-4413
|
5.02%
|
Record
|
Name and Address
|
% Ownership
|
Type of Ownership(1)
|
Merrill Lynch Pierce Fenner & Smith
For the Sole Benefit of Its Customers
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6486
|
31.35%
|
Record
|
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, California 94105-1905
|
24.70%
|
Record
|
National Financial Services, LLC
For the Exclusive Benefit of our Customers
200 Liberty Street, 5th Floor
New York, New York 10281-4100
|
8.91%
|
Record
|
RBC Capital Markets LLC
Mutual Fund Monibus Procesing Omnibus
Attn Mutual Fund Ops Manager
60 South 6th Street # P08
Minneapolis, Minnesota 55402-4413
|
6.18%
|
Record
|
Name and Address
|
% Ownership
|
Type of Ownership(1)
|
Merrill Lynch Pierce Fenner & Smith
For the Sole Benefit of Its Customers
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6486
|
47.43%
|
Record
|
Pershing, LLC
1 Pershing Plaza
Jersey City, New Jersey 07399-0002
|
10.37%
|
Record
|
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, California 94105-1905
|
7.35%
|
Record
|
Name and Address
|
% Ownership
|
Parent Company
|
Jursidiction
|
Type of Ownership(1)
|
T. Rowe Price Retirement Plan Service
FBO Retirement Plan Clients
4515 Painters Mill Road
Owings Mills, Maryland 21117-4903
|
69.58%
|
T. Rowe Price Group, Inc.
|
MD
|
Record
|
Name and Address
|
% Ownership
|
Type of Ownership(1)
|
T. Rowe Price Retirement Plan Service
FBO Retirement Plan Clients
4515 Painters Mill Road
Owings Mills, Maryland 21117-4903
|
69.58%
|
Record
|
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, California 94105-1905
|
17.98%
|
Record
|
JP Morgan Securities, LLC
For Exclusive Benefit of Customers
4 Chase Metrotech Center
3rd Floor Mutual Fund Department
Brooklyn, NY 11245-0003
|
6.03%
|
Record
|
Advisory Fees Paid During the
Fiscal Years Ended November 30,
|
2019
|
2018
|
2017
|
Advisory Fees Accrued
|
$212,302
|
$497,089
|
$464,236
|
Advisory Fee Wavier or Expense Reimbursement
|
$(212,302)
|
$(180,617)
|
$(176,920)
|
Total Advisory Fees Paid to Adviser After Fee Wavier or Expense Reimbursement
|
$0
|
$316,472
|
$287,316
|
Advisory Fees Paid During the
Fiscal Years Ended November 30,
|
2019(1)
|
2018(1)
|
2017(1)
|
Advisory Fees Accrued
|
$8,064,777
|
$9,395,132
|
$9,383,585
|
Advisory Fees Recouped
|
$0
|
$0
|
$0
|
Total Advisory Fees Paid to Adviser
|
$8,064,777
|
$9,395,132
|
$9,383,585
|
(1)
|
Amounts paid prior to November 15, 2019, were paid by the MLP & Energy Income Predecessor Fund.
|
Advisory Fees Paid During the
Fiscal Years Ended November 30,
|
2019(1)
|
2018(1)
|
2017(1)
|
Advisory Fees Accrued
|
$1,137,108
|
$2,280,389
|
$2,949,751
|
Advisory Fee Recouped
|
$(11,763)
|
$0
|
$0
|
Total Advisory Fees Paid to Adviser After Fee Wavier or Expense Reimbursement
|
$1,125,345
|
$2,280,389
|
$2,949,751
|
(1)
|
Amounts paid prior to November 15, 2019, were paid by the MLP & Energy Infrastructure Predecessor Fund.
|
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
|
$4,451,393,128
|
0
|
$0
|
||
|
Other pooled investment vehicles
|
15
|
$856,630,585
|
0
|
$0
|
||
|
Other Accounts
|
951
|
$6,992,554,006
|
1
|
$186,199,450
|
||
James R. Mick
|
|
|
|
|
|
||
|
Registered investment companies
|
7
|
$4,451,393,128
|
0
|
$0
|
||
|
Other pooled investment vehicles
|
15
|
$856,630,585
|
0
|
$0
|
||
|
Other Accounts
|
951
|
$6,992,554,006
|
1
|
$186,199,450
|
||
Matthew G.P. Sallee
|
|
|
|
|
|
||
|
Registered investment companies
|
7
|
$4,451,393,128
|
0
|
$0
|
||
|
Other pooled investment vehicles
|
15
|
$856,630,585
|
0
|
$0
|
||
|
Other Accounts
|
951
|
$6,992,554,006
|
1
|
$186,199,450
|
||
Robert J. Thummel, Jr.
|
|
|
|
|
|
||
|
Registered investment companies
|
7
|
$4,451,393,128
|
0
|
$0
|
||
|
Other pooled investment vehicles
|
15
|
$856,630,585
|
0
|
$0
|
||
|
Other Accounts
|
951
|
$6,992,554,006
|
1
|
$186,199,450
|
||
Stephen Pang
|
|
|
|
|
|
||
|
Registered investment companies
|
7
|
$4,451,393,128
|
0
|
$0
|
||
|
Other pooled investment vehicles
|
15
|
$856,630,585
|
0
|
$0
|
||
|
Other Accounts
|
951
|
$6,992,554,006
|
1
|
$186,199,450
|
||
Nicholas S. Holmes
|
|
|
|
|
|
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
|
||
|
Registered investment companies
|
7
|
$4,451,393,128
|
0
|
$0
|
||
|
Other pooled investment vehicles
|
15
|
$856,630,585
|
0
|
$0
|
||
|
Other Accounts
|
951
|
$6,992,554,006
|
1
|
$186,199,450
|
||
Jean-Hugues de Lamaze
|
|
|
|
|
|
||
|
Registered investment companies
|
2
|
$275,944,651
|
0
|
$0
|
||
|
Other pooled investment vehicles
|
1
|
$6,549,654
|
0
|
$0
|
||
|
Other Accounts
|
0
|
$0
|
0
|
$0
|
||
Matthew Breidert
|
|
|
|
|
|
||
|
Registered investment companies
|
0
|
$0
|
0
|
$0
|
||
|
Other pooled investment vehicles
|
5
|
$191,920,120
|
4
|
$57,700,000
|
||
|
Other Accounts
|
0
|
$0
|
0
|
$0
|
||
Maximilian Slee
|
|
|
|
|
|
||
|
Registered investment companies
|
0
|
$0
|
0
|
$0
|
||
|
Other pooled investment vehicles
|
5
|
$191,920,120
|
4
|
$57,700,000
|
||
|
Other Accounts
|
0
|
$0
|
0
|
$0
|
||
Michel Sznajer
|
|
|
|
|
|
||
|
Registered investment companies
|
0
|
$0
|
0
|
$0
|
||
|
Other pooled investment vehicles
|
5
|
$191,920,120
|
4
|
$57,700,000
|
||
|
Other Accounts
|
0
|
$0
|
0
|
$0
|
||
James J. Cunnane, Jr.
|
|
|
|
|
|
||
|
Registered investment companies
|
34
|
$1,007,912,886
|
0
|
$0
|
||
|
Other pooled investment vehicles
|
0
|
$0
|
0
|
$0
|
||
|
Other Accounts
|
230
|
$463,707,487
|
0
|
$0
|
||
Quinn T. Kiley
|
|
|
|
|
|
||
|
Registered investment companies
|
34
|
$1,007,912,886
|
0
|
$0
|
||
|
Other pooled investment vehicles
|
0
|
$0
|
0
|
$0
|
||
|
Other Accounts
|
230
|
$463,707,487
|
0
|
$0
|
|
2019
|
2018
|
2017
|
Total Underwriting Commission
|
$393,453
|
$2,229,546
|
$814,011
|
Underwriting Commission Retained by the Distributor
|
$11,874
|
$27,409
|
$73,493
|
|
2019
|
2018
|
2017
|
Total Underwriting Commission
|
$153
|
$4,478
|
$13,563
|
Underwriting Commission Retained by the Distributor
|
$19
|
$729
|
$1,769
|
|
2019
|
Total Underwriting Commission
|
$4,123
|
Underwriting Commission Retained by the Distributor
|
$374
|
MLP & Pipeline Fund
|
C Class
|
A Class
|
Advertising/Marketing
|
$0
|
$0
|
Printing/Postage
|
$0
|
$0
|
Payment to distributor
|
$0
|
$126,820
|
Payment to dealers
|
$456,028
|
$1,108,079
|
Compensation to sales personnel
|
$0
|
$0
|
Other
|
$0
|
$0
|
Total
|
$456,028
|
$1,234,899
|
Energy Evolution Fund
|
C Class
|
A Class
|
Advertising/Marketing
|
$0
|
$0
|
Printing/Postage
|
$0
|
$0
|
Payment to distributor
|
$0
|
$1,277
|
Payment to dealers
|
$20,260
|
$6,205
|
Compensation to sales personnel
|
$0
|
$0
|
Other
|
$0
|
$0
|
Total
|
$20,260
|
$7,482
|
MLP & Energy Income Fund
|
C Class
|
A Class
|
Advertising/Marketing
|
$0
|
$0
|
Printing/Postage
|
$0
|
$0
|
Payment to distributor
|
$0
|
$133,848
|
Payment to dealers
|
$524,037
|
$0
|
Compensation to sales personnel
|
$0
|
$0
|
Other
|
$0
|
$0
|
Total
|
$524,037
|
$133,848
|
(1)
|
Brokerage commissions paid prior to November 15, 2019 was paid by the MLP & Energy Income Predecessor Fund.
|
(2)
|
Brokerage commissions paid prior to November 15, 2019 was paid by the MLP & Energy Infrastructure Predecessor Fund.
|
|
2019
|
2018
|
MLP & Pipeline Fund
|
19%
|
14%
|
Energy Evolution Fund
|
124%
|
100%
|
MLP & Energy Income Fund
|
48%
|
55%
|
MLP & Energy Infrastructure Fund
|
75%
|
73%
|
•
|
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
|
(a)
|
(1)
|
|
|
|
(2)
|
|
|
(b)
|
|
|
|
(c)
|
|
|
|
(d)
|
(1)
|
(i)
|
|
|
|
(ii)
|
|
|
(2)
|
|
|
(e)
|
(1)
|
(i)
|
|
|
|
(ii)
|
|
(f)
|
|
|
Bonus or Profit Sharing Contracts – not applicable
|
(g)
|
(1)
|
|
|
|
(2)
|
|
|
(3)
|
|
|
|
(4)
|
|
|
(h)
|
(1)
|
|
|
|
|
(i)
|
|
|
|
(ii)
|
|
|
|
(iii)
|
|
|
(2)
|
|
|
|
|
(I)
|
|
|
|
(ii)
|
|
|
|
(iii)
|
|
|
(3)
|
|
|
|
|
(i)
|
|
|
|
(ii)
|
(a)
|
Quasar Distributors, LLC, the Registrant’s principal underwriter, acts as principal underwriter for the following investment companies:
|
Advisors Series Trust
|
Managed Portfolio Series
|
Aegis Funds
|
Manager Directed Portfolios
|
Allied Asset Advisors Funds
|
Matrix Advisors Fund Trust
|
Alpha Architect ETF Trust
|
Matrix Advisors Value Fund, Inc.
|
Angel Oak Funds Trust
|
Monetta Trust
|
Barrett Opportunity Fund, Inc.
|
Nicholas Equity Income Fund, Inc.
|
Bridges Investment Fund, Inc.
|
Nicholas Family of Funds, Inc.
|
Brookfield Investment Funds
|
North Capital Funds Trust
|
Buffalo Funds
|
Permanent Portfolio Family of Funds
|
CG Funds Trust
|
Perritt Funds, Inc.
|
Chestnut Street Fund
|
PRIMECAP Odyssey Funds
|
Cushing® Mutual Funds Trust
|
Procure ETF Trust I
|
DoubleLine Funds Trust
|
Procure ETF Trust II
|
ETF Series Solutions
|
Professionally Managed Portfolios
|
First American Funds, Inc.
|
Prospector Funds, Inc.
|
FundX Investment Trust
|
Provident Mutual Funds, Inc.
|
Glenmede Fund, Inc.
|
Rainier Investment Management Mutual Funds
|
Glenmede Portfolios
|
RBB Fund, Inc.
|
GoodHaven Funds Trust
|
RBC Funds Trust
|
Greenspring Fund, Inc.
|
Series Portfolios Trust
|
Harding Loevner Funds, Inc.
|
Thompson IM Funds, Inc.
|
Hennessy Funds Trust
|
TIGERSHARES Trust
|
Horizon Funds
|
TrimTabs ETF Trust
|
Hotchkis & Wiley Funds
|
Trust for Professional Managers
|
Intrepid Capital Management Funds Trust
|
Trust for Advised Portfolios
|
Jacob Funds, Inc.
|
USA Mutuals
|
Jensen Quality Growth Fund Inc.
|
USCA Fund Trust
|
Kirr Marbach Partners Funds, Inc.
|
USQ Core Real Estate Fund
|
LKCM Funds
|
Wall Street EWM Funds Trust
|
LoCorr Investment Trust
|
Westchester Capital Funds
|
Lord Asset Management Trust
|
Wisconsin Capital Funds, Inc.
|
MainGate Trust
|
YCG Funds
|
(b)
|
To the best of Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:
|
Records Maintained By:
|
Are located at:
|
Registrant’s Fund Administrator, Fund Accountant and Transfer Agent
|
U.S. Bancorp Fund Services, LLC
615 East Michigan Street, 3rd Floor
Milwaukee, Wisconsin 53202
|
Registrant’s Custodian
|
U.S. Bank National Association
1555 N. RiverCenter Drive, Suite 302
Milwaukee, Wisconsin 53212
|
Registrant’s Distributor
|
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
|
Registrant’s Investment Advisers
|
Tortoise Capital Advisors, L.L.C.
11550 Ash Street, Suite 300
Leawood, Kansas 66211
|
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/ Brian R. Wiedmeyer
|
President and Principal Executive Officer
|
|
Brian R. Wiedmeyer
|
|
|
|
|
|
/s/ Benjamin Eirich
|
Treasurer, Principal Financial Officer and Principal Accounting Officer
|
|
Benjamin Eirich
|
|
|
|
|
|
*By:
|
/s/ Brian R. Wiedmeyer
|
|
|
Brian R. Wiedmeyer, Attorney-In-Fact pursuant to Power of Attorney
|
|
Exhibit
Number
|
Description
|
(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, Tortoise MLP & Energy Income Fund and Tortoise MLP & Energy Infrastructure Fund
|
(n)
|
Amended and Restated Rule 18f-3 Plan
|
(p)(2)
|
Code of Ethics for Tortoise Capital Advisors, L.L.C.
|
1.
|
Front-end sales charges or CDSCs;
|
2.
|
Rule 12b-1 plan distribution fees and shareholder servicing fees, if applicable to a particular Class;
|
3.
|
Transfer agency and other recordkeeping costs to the extent allocated to a particular Class;
|
4.
|
SEC and blue sky registration fees incurred separately by a particular Class;
|
5.
|
Litigation or other legal expenses relating solely to a particular Class;
|
6.
|
Printing and postage expenses related to the preparation and distribution of Class specific materials such as shareholder reports, prospectuses and proxies to shareholders of a particular Class;
|
7.
|
Expenses of administrative personnel and services as required to support the shareholders of a particular Class;
|
8.
|
Audit or accounting fees or expenses relating solely to a particular Class;
|
9.
|
Trustee fees and expenses incurred as a result of issues relating solely to a particular Class; and
|
10.
|
Any other expenses, excluding advisory or custodial fees or other expenses related to the management of a Fund’s assets, subsequently identified that should be properly allocated to a particular Class, which shall be approved by the Trust’s Board of Trustees (the “Board”) and a majority of the trustees of the Board who are not interested trustees (each, a “Disinterested Trustee”).
|
Fund
|
Maximum Initial Sales Charge
|
Contingent Deferred Sales Charge
|
Maximum Annual Rule 12b-1 Distribution Fee
|
Maximum Annual Shareholder Servicing Fee
|
Conversion
Features
|
Exchange Privileges
|
Redemption Fees
|
ATAC Rotation Fund
|
None
|
None
|
0.25%
|
None
|
None
|
Yes
|
None
|
Cove Street Capital Small Cap Value Fund
|
None
|
None
|
0.25%
|
None
|
Yes
|
None
|
2.00%/60 days
|
Smith Group Large Cap Core Growth Fund
|
None
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
TorrayResolute Small/Mid Cap Growth Fund
|
None
|
None
|
0.25%
|
0.15%
|
Yes
|
None
|
None
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred Sales Charge
|
Maximum Annual Rule 12b-1 Distribution
Fee
|
Maximum
Annual Shareholder
Servicing Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
AC ONE China Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
2.000%/60 days
|
Cove Street Capital Small Cap Value Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
2.00%/60 days
|
LK Balanced Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Muhlenkamp Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Smith Group Large Cap Core Growth Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
TorrayResolute Small/Mid Cap Growth Fund
|
None
|
None
|
None
|
0.15%
|
None
|
None
|
None
|
Tortoise MLP & Energy Income Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Tortoise MLP & Energy Infrastructure Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Tortoise MLP & Pipeline Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Tortoise Select Opportunity Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred Sales Charge
|
Maximum Annual Rule 12b-1 Distribution
Fee
|
Maximum
Annual Shareholder
Servicing Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Coho Relative Value Equity Fund*
|
None
|
None
|
None
|
0.15%
|
None
|
None
|
2.00%/60 days
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred Sales Charge
|
Maximum Annual Rule 12b-1 Distribution
Fee
|
Maximum
Annual Shareholder
Servicing Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Tortoise MLP & Energy Income Fund
|
None(1)
|
1%/12 months
|
1.00%
|
None
|
Yes(2)
|
Yes
|
2.00%/90 days
|
Tortoise MLP & Pipeline Fund
|
None(1)
|
1%/12 months
|
1.00%
|
None
|
Yes(2)
|
Yes
|
None
|
Tortoise North American Energy Independence Fund
|
None(1)
|
1%/12 months
|
1.00%
|
None
|
Yes(2)
|
Yes
|
None
|
Tortoise Select Opportunity Fund
|
None(1)
|
1%/12 months
|
1.00%
|
None
|
Yes(2)
|
Yes
|
None
|
(1)
|
No front-end sales charge is payable by a shareholder at the time of purchase, although the Distributor advances broker-dealers the first year distribution and services fee at a rate of 1.00% on investments in C Class Shares. As a result, the Fund imposes a CDSC of 1.00% on redemptions of investments made within 12 months of purchase. The CDSC is assessed on an amount equal to the lesser of the shareholder’s initial investment or the value of the shareholder’s investment at redemption. The first years’ Rule 12b-1 distribution fee is retained by the Distributor as reimbursement for the amount advanced. After the first year, broker-dealers will receive ongoing 12b-1 fees associated with their clients’ investments.
|
(2)
|
Generally, Class C shares are not eligible for conversion until the applicable CDSC period has expired.
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred Sales Charge
|
Maximum Annual Rule 12b-1 Distribution
Fee
|
Maximum
Annual Shareholder
Servicing Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Tortoise MLP & Pipeline Portfolio
|
2.50%
|
None
|
0.25%
|
None
|
None
|
None
|
None
|
Tortoise Energy Evolution Fund
|
2.50%
|
None
|
0.25%
|
None
|
None
|
None
|
None
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred Sales Charge
|
Maximum Annual Rule 12b-1 Distribution
Fee
|
Maximum
Annual Shareholder
Servicing Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Tortoise MLP & Energy Income Fund
|
5.50%
|
None(1)
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Tortoise MLP & Pipeline Portfolio
|
5.50%
|
None(1)
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Tortoise Energy Evolution Fund
|
5.50%
|
None(1)
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
(1)
|
No sales charge is payable at the time of purchase on investments of $1 million or more, although the Fund may impose a Contingent Deferred Sales Charge (“CDSC”) of 1.00% on certain redemptions of those investments made within 18 months of the purchase. If imposed, the CDSC will be assessed on an amount equal to the lesser of the shareholder’s initial investment or the value of the shareholder’s investment at redemption.
|
(2)
|
No sales charge is payable at the time of purchase on investments of $1 million or more, although the Fund may impose a Contingent Deferred Sales Charge (“CDSC”) of 1.00% on certain redemptions of those investments made within 12 months of the purchase. If imposed, the CDSC will be assessed on an amount equal to the lesser of the shareholder’s initial investment or the value of the shareholder’s investment at redemption
|
(a)
|
“Access Person” of an Adviser means (i) any Supervised Person (A) who has access to nonpublic information regarding any client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any client; (B) who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic; or (C) who is involved in maintaining Proprietary Indices or who has access to changes in index methodology or constituent components of Propriety Indices prior to their public dissemination; and (ii) all directors, managing directors and officers of an Adviser.
|
(b)
|
“Automatic Investment Plan” means a program, including a dividend reinvestment plan, in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.
|
(c)
|
“Beneficial ownership” or “beneficial interest” shall be interpreted in the same manner as beneficial ownership would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person has beneficial ownership of a security for purposes of Section 16 of that Act and the rules and regulations thereunder, which includes any interest in which a person, directly or indirectly, has or shares a direct or indirect pecuniary interest. A pecuniary interest is the opportunity, directly or indirectly, to profit or share in any profit derived from any transaction. Each Access Person will be assumed to have a pecuniary interest, and therefore, beneficial interest in or ownership of, all securities held by the Access Person, the Access Person’s spouse, all minor children, all dependent adult children and adults sharing the same household with the Access Person (other than mere roommates) and in all accounts subject to their direct or indirect influence or control and/or through which they obtain the substantial equivalent of ownership, such as trusts in which they are a trustee or beneficiary, partnerships in which they are the general partner (except where the amount invested by the general partner is limited to an amount reasonably necessary in order to maintain the status as a general partner), corporations in which they are a controlling shareholder (except any investment company, trust or similar entity registered under applicable U.S. or foreign law) or any other similar arrangement. Any questions an Access Person may have about whether an interest in a security or an account constitutes beneficial interest or ownership should be directed to the Compliance Officer.
|
(d)
|
“Considering for purchase or sale” shall mean when the portfolio manager communicates that he/she is seriously considering making such a transaction or when a recommendation to the portfolio manager to purchase or sell has been made or communicated by an analyst at the Adviser and, with respect to the analyst making the recommendation, when such analyst seriously considers making such a recommendation.
|
(e)
|
“Covered Security” shall mean any security, and any security related to or connected with such security, except that it shall not include (1) securities which are direct obligations of the government of the United States, (2) bankers’ acceptances, bank certificates of deposit, commercial paper or high quality short-term debt instruments, including repurchase agreements, (3) shares issued by money market Funds, (4) shares issued by U.S. registered open-end investment companies except Reportable Funds, and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end Funds, none of which are Reportable Funds.
|
(f)
|
“Compliance Officer” shall mean the Chief Compliance Officer, as may be designated by the Adviser from time to time, or his or her designee.
|
(g)
|
“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, the Bank Secrecy Act as it applies to investment companies registered under the Investment Company Act of 1940 and investment advisers, each as may be amended or supplemented, and any rules adopted thereunder by the Securities and Exchange Commission (the “SEC”) or the Department of the Treasury, as applicable.
|
(h)
|
“Fund” means any investment company registered under the Investment Company Act of 1940, as amended.
|
(i)
|
“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not required to file reports under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or an initial public offering under comparable foreign law.
|
(j)
|
“Investment Personnel” of an Adviser means any employee of the Adviser (or of any company under common control with the Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities for the Adviser’s clients. Investment Personnel also includes any natural person who controls the Adviser and who obtains information concerning recommendations made to the Adviser’s clients regarding the purchase or sale of securities for such clients.
|
(k)
|
“Knowingly/Knows/Knew” means (i) actual knowledge or (ii) reason to believe but shall exclude institutional knowledge, where there is no affirmative conduct by the employee to obtain such knowledge, for example, querying the Adviser’s trading system or Investment Personnel.
|
(l)
|
“Limited Offering” means an offering that is exempt from registration under Section 4(2) or Section 4(6) of the Securities Act of 1933, as amended, or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933, as amended, and similar restricted offerings under comparable foreign law.
|
(m)
|
“Personal Benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever except a benefit for a client.
|
(n)
|
“Personal Securities Transactions” shall not include transactions in Proprietary Accounts.
|
(o)
|
“Portfolio Deposit” means an in-kind deposit of securities and/or cash in connection with the purchase of securities of a Self-Indexing Fund.
|
(p)
|
“Proprietary Account” of an Adviser means an account in which the Adviser or Tortoise Investments, LLC owns, individually or in the aggregate, a 5% or greater interest.
|
(q)
|
“Proprietary Index or Indices” means a market index or indices sponsored, constructed and maintained by TIS or an affiliate of TIS.
|
(r)
|
“Rebalancing Date” means a scheduled interval for rebalancing the components of a Proprietary Index or their weightings.
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(s)
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“Reportable Fund” means (i) any Fund for which an Adviser serves as an investment adviser, or (ii) any Fund whose investment adviser or principal underwriter controls us, we control or is under common control with us. For purposes of this definition, “control” has the meaning given to it in Section 2(a)(9) of the Investment Company Act of 1940.
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(t)
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“Rules-Based Methodology” means a methodology based on quantitative algorithms or criteria to determine index composition at pre-determined intervals.
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(u)
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“Security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.
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(v)
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“Self-Indexing Fund” means an exchange-traded fund managed by an Adviser for which the Adviser or an affiliate serves as index provider.
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(w)
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“Supervised Person” of an Adviser means any officer, director, managing director or employee of the Adviser, or other person who provides investment advice on behalf of the Adviser or is involved in maintenance of Proprietary Indices and is subject to the supervision and control of the Adviser, including interns, temporary workers or particular persons designated by the Compliance Officer.
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(a)
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Defraud any client in any manner;
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(b)
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Mislead any client, including by making a statement that omits material facts;
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(c)
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Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon any client;
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(d)
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Engage in any manipulative practice with respect to a client; or
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(e)
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Engage in any manipulative practice with respect to securities, including price manipulation.
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(a)
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Access Persons of an Adviser may not sell to, or purchase from, any client any security or other property (except merchandise in the ordinary course of business), in which such Person has or would acquire a beneficial interest, unless such purchase or sale involves shares of a Fund, or is otherwise permitted pursuant to Section 17 of the 1940 Act.
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(b)
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Access Persons of an Adviser may only engage in the purchase and sale of shares of any Reportable Fund during the periods allowed by, and in accordance with, the policies and procedures of such Reportable Fund. However, even within those periods, no transactions should be entered into in violation of Rule 10b-5 prohibiting the use of inside information and all transactions should be carried out in compliance with Section 16 of the Securities Exchange Act of 1934 and Rule 144 under the Securities Act of 1933.
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(c)
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Access Persons of an Adviser shall not discuss with or otherwise inform others of any actual or contemplated security transaction by any client except in the performance of employment duties or in an official capacity and then only for the benefit of the client, and in no event for personal benefit or for the benefit of others.
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(d)
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Access Persons shall not disseminate (1) information regarding changes in the index methodology of any Proprietary Index, (2) changes in the constituent components of a Proprietary Index, or (3) information regarding a Portfolio Deposit, prior to the public announcement or dissemination of such information, except in the performance of employment duties.
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(e)
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Access Persons of an Adviser shall not release information to dealers or brokers or others (except to those concerned with the execution and settlement of the transaction) as to any changes in any client’s investments, proposed or in process, except (i) upon the completion of such changes, (ii) when the disclosure results from the publication of a prospectus by a Reportable Fund, (iii) in conjunction with a regular report to shareholders of a Reportable Fund, or to any governmental authority resulting in such information becoming public knowledge, or (iv) in connection with any report to which shareholders of a Reportable Fund are entitled by reason of provisions of the articles of incorporation, bylaws, rules and regulations, contracts or similar documents governing the operations of such company.
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(f)
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Access Persons of an Adviser may not use knowledge of portfolio transactions made or contemplated for any client, or changes to index methodology or constituent components of Proprietary Indices, to profit by the market effect of such transactions or otherwise engage in fraudulent conduct in connection with the purchase or sale of a security sold or acquired by any client.
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(g)
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No Access Person of an Adviser shall knowingly take advantage of an opportunity of any client for personal benefit, or take action inconsistent with such Access Person’s fiduciary obligations to the Adviser’s clients. All personal securities transactions must be consistent with this Code and Access Persons must avoid any actual or potential conflict of interest or any abuse of any Access Person’s position of trust and responsibility.
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(h)
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Any transaction in a Covered Security in anticipation of any client’s transaction (“front-running”) is prohibited.
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(i)
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No Access Person of an Adviser shall purchase or sell, directly or indirectly, any Covered Security which such Access Person knows that the Adviser either is purchasing or selling, or is considering for purchase or sale, for any client until either the client’s transactions have been completed or consideration of such transaction is abandoned. Without limiting the foregoing, no Access Person of TIS may purchase or sell a security which is a constituent component of a Proprietary Index within two (2) business days before or two (2) business days after a Rebalancing Date.
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(j)
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When anything in this Section 7 prohibits the purchase or sale of a security, it also prohibits the purchase or sale of any related securities, such as puts, calls, other options or rights in such securities and securities-based futures contracts and any securities convertible into or exchangeable for such security.
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(k)
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Any Access Person of an Adviser who trades in violation of this Section 7 will be subject to sanctions as set forth in Section 15.
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(a)
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No Access Person of an Adviser may buy or sell any Covered Security for an account beneficially owned by him without having first obtained specific permission from the Adviser’s Compliance Officer. Requests for preclearance and approval for trades involving a Covered Security, Initial Public Offerings or Limited Offerings should be submitted to the Compliance Officer. After preclearance has been approved, the transaction may be affected either internally or through an external broker. Transaction orders must be placed within one week of the day permission to trade is granted or such shorter period as is indicated in the approved preclearance.
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(b)
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No Access Person of an Adviser shall directly or indirectly acquire a beneficial interest in securities through a Limited Offering or in an Initial Public Offering without obtaining the prior consent of the Compliance Officer. This restriction applies to ANY Limited Offering or Initial Public Offering. Examples of Limited Offerings include, but are not limited to, the private funds managed by the Firm’s affiliates. Consideration will be given to whether or not the opportunity should be reserved for the Adviser’s clients. The Adviser’s Compliance Officer will review these proposed investments on a case-by-case basis and approval may be appropriate when it is clear that conflicts are very unlikely to arise due to the nature of the opportunity for investing in the Initial Public Offering or Limited Offering. Individuals registered with a broker dealer, such as Tortoise Securities, LLC, and their immediate families are PROHIBITED from participating in Initial Public Offerings.
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(a)
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Transactions effected for any account over which the Access Person has no direct or indirect influence or control and which has been disclosed to the Adviser’s Compliance Officer pursuant to Section 10(f).
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(b)
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Non-volitional purchases and sales, such as dividend reinvestment programs or “calls” or redemption of securities.
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(c)
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The acquisition of securities by gift or inheritance or disposition of securities by gift to charitable organizations.
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(d)
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Standing orders for retirement plans provided that, except as set forth in (e) below, prior clearance is obtained before an Access Person starts, increases, decreases or stops direct debits/standing orders for retirement plans. Lump sum investments in or withdrawals from such plans must be precleared on a case-by-case basis and are subject to trading restrictions.
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(e)
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The purchase or sale of open-end mutual funds managed by an Adviser or by an affiliate of Tortoise Investments, LLC made in the account of an Access Person through the 401(k) platform for Tortoise Investments, LLC and its affiliates, provided that the Access Person does not possess inside information about such fund at the time of allocation of 401(k) contributions.
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(f)
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Transactions involving affiliated private funds for which the Access Person’s subscription agreement was approved by the Adviser’s Compliance Officer.
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(a)
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Brokerage Accounts. Before effecting personal transactions through an external broker, each Access Person must (i) inform the brokerage firm of his affiliation with the Adviser; (ii) make arrangements or provide necessary documentation for linking personal accounts through MyComplianceOffice; provided that in the event an Access Person is unable to link a personal account through MyComplianceOffice, the Access Person must make arrangements to allow the Access Person to upload duplicate confirmations or account statements for such account to MyComplianceOffice (or otherwise provide such duplicate account statements or transaction information to the Adviser’s Compliance Officer).
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(b)
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Initial Holdings Report. Each Access Person must provide an initial holdings report which includes the following information within ten (10) days of becoming an Access Person:
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•
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The title, type of security, the exchange ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;
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•
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The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and
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•
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The date that the report is submitted by the Access Person.
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(c)
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Quarterly Transaction Reports. Not later than thirty (30) days following the end of a calendar quarter, each Access Person must submit a report which includes the following information:
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•
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The date of the transaction, the title, the exchange ticker symbol or CUSIP number, as applicable, interest rate and maturity date (if applicable), the number of shares and principal amount of each Covered Security involved;
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•
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The nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);
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•
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The price of the Covered Security at which the transaction was effected;
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•
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The name of the broker, dealer or bank with or through which the transaction was effected; and
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•
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The date that the report is submitted by the Access Person.
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•
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The name of the broker, dealer or bank with whom the Access Person established the account;
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•
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The date the account was established; and
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•
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The date that the report is submitted by the Access Person.
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(d)
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Annual Holdings Report. Each Access Person shall submit the information required in Section 10(b) above annually within thirty (30) days of the end of each calendar year through MyComplianceOffice. The information shall be current as of a date no more than forty-five (45) days before the report is submitted. The annual holdings report may also be completed by linking personal accounts through MyComplianceOffice and/or by uploading duplicate account statements to MyComplianceOffice for personal accounts where linking is not possible.
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(e)
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Review of Reports. An Adviser’s Compliance Officer shall be responsible for identifying Access Persons of that Adviser, notifying them of their obligations under this Code and reviewing reports submitted by those Access Persons. The Compliance Officer will maintain the names of the persons responsible for reviewing these reports, as well as records of all reports filed pursuant to these procedures. No person shall be permitted to review his/her own reports. Such reports shall be reviewed by the Compliance Officer or other officer who is senior to the person submitting the report.
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(f)
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Exceptions from Reporting Requirements.
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a.
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An Access Person of an Adviser need not make reports pursuant to this Section 10 with respect to transactions effected for, and Covered Securities held in, any account over which the Access Person has no direct or indirect influence or control, such as variable annuity accounts or Section 529 qualified tuition plans (unless such accounts or plans are managed, distributed, marketed, or underwritten by the Adviser or its affiliates). Access Persons relying on this exception must inform the Adviser’s Compliance Officer of accounts meeting this exception.
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b.
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An Access Person need not make reports pursuant to Section 10(c) with respect to transactions effected pursuant to an Automatic Investment Plan. Notwithstanding the foregoing, if any such account holds shares of a Reportable Fund for which the Access Person must file Forms 3, 4 or 5 pursuant to Section 16(a) of the Securities Exchange Act of 1934 (i.e. directors and senior officers of the Tortoise closed-end funds), the Access Person must provide to the Adviser’s Compliance Officer information on transactions in, and holdings of, shares of such Reportable Fund in the account to allow the timely filing of such reports.
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