TORTOISE CAPITAL ADVISORS, L.L.C.

Tortoise Capital Advisors, L.L.C. (“Tortoise,” “we” or “us”) was founded in 2002. Tortoise is indirectly controlled by Lovell Minnick Partners LLC (“Lovell Minnick”) and is an indirectly wholly owned subsidiary of Tortoise Parent Holdco LLC (“Tortoise Parent”). A vehicle formed by Lovell Minnick and owned by certain private funds sponsored by Lovell Minnick and a group of institutional co-investors owns a controlling interest in Tortoise Parent. Certain employees own the remaining common interests in Tortoise Parent. Our day-to-day business is managed by our senior management team. We provide investment management services to individual and institutional investors and pooled investment vehicles. Our investment advice is generally limited to investments in energy and power infrastructure and the transition to cleaner energy. For separately managed account client strategies, we typically provide advice on clients’ investments in the North American energy sector, including strategies that invest in listed securities of midstream companies that transport, gather, store, process and distribute crude oil, refined petroleum products (gasoline, diesel and jet fuel) and natural gas. We also provide advice on 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. We also provide advice on 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. We also serve as investment adviser to registered funds which invest in energy infrastructure companies, including master limited partnerships (“MLPs”), pipeline and other energy companies, other companies that benefit from the operations of energy companies or other issuers operating in the essential asset sectors, including investments in the water value chain. During 2025, we served as an investment adviser to private funds which have been liquidated. As of December 31, 2025, one private fund was fully liquidated and dissolved while the remaining private fund was fully liquidated and in process of dissolution. As the private funds are no longer open for investment, references to the private funds throughout the remainder of this document have been removed. We generally seek to manage client accounts to reflect our model portfolio applicable to the investment strategy for that account. When changes are made to our model portfolios, we trade all client accounts to align them with the applicable model portfolio (except where specific instructions provided by the client require otherwise). Although clients typically grant full discretion with respect to security selection, clients may impose reasonable restrictions on investing in certain securities or types of securities. We provide investment management services to clients in wrap fee programs sponsored by third parties. Our investment strategies with respect to wrap fee clients are similar to the investment strategies provided to our other clients. However, the wrap fee sponsor typically is responsible for assisting the client in selecting managers and investment strategies and handles most aspects of the client relationship including identifying individual circumstances of the client. The wrap sponsor pays us a portion of the wrap fee in connection with the services we provide, however, under some arrangements, the wrap sponsor and Tortoise each charge a separate fee for their respective services. As of December 31, 2025, we managed approximately $8,928,633,630 of client assets on a discretionary basis.

Fees & Compensation

Our annual advisory fees for separately managed accounts and certain other client accounts generally range up to 1.00% of assets under management depending on the strategy. Fees are negotiable based upon the size of the account, relationship and/or the nature and level of services we provide. We may aggregate certain related client relationships to determine applicable fee rates. The fees are based upon the aggregate fair value of the client’s portfolio as defined in our agreement with the client (“Client Agreement”). We also charge certain accounts a performance-based fee. Currently, in addition to an asset-based fee, which has a defined minimum, these accounts are also charged a performance-based fee on an annual basis. One account is charged a performance–based fee based on a percentage of the amount by which the total returns for the account outperform the benchmark index and the other accounts are charged a performance-based fee on a percentage of the absolute total return above a hurdle rate, both performancebased fees have a defined maximum. The specific manner in which we charge fees is established in the Client Agreement. We generally are compensated on a quarterly basis in arrears, although in a limited number of cases we are compensated on a monthly basis in arrears. In some cases, we are compensated in advance by a client or by a sponsor of an SMA program. Clients may elect to be invoiced directly for fees or authorize us to directly withdraw fees from their custodial account. We charge a prorated fee to accounts initiated or terminated during the applicable period. Typically, management fees are prorated for separately managed account contributions and withdrawals made during the applicable period. Upon termination of any account, any earned, unpaid fees will be due and payable, and any pre-paid unearned fees will be refunded to the client in a timely manner. Clients may also incur charges imposed directly by the custodian of the client’s account and fees and expenses imposed directly by any registered funds held in or for the client’s account. Clients will incur transaction charges imposed by the broker-dealer executing securities transactions for the client’s account. For further discussion concerning our brokerage practices, please see Item 12 of this Disclosure Brochure. Except for certain clients in wrap fee programs, all management fees paid to us are separate and distinct from the fees and expenses charged directly by the client’s custodian, the broker-dealer and registered funds. The fees and expenses imposed by registered funds are described in each fund’s prospectus, and will generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. We generally do not invest in registered funds for clients with the exception of money market funds for cash balances for the Tortoise Funds (defined below). Uninvested cash in a separately managed account client’s account may be swept into a money market fund by the client’s custodian at the client’s discretion. The client should review both the fees charged by the funds and the fees we charge to fully understand the total amount of fees to be paid by the client and to evaluate the investment management services being provided. We will not receive any portion of these third-party commissions, fees, and costs. Tortoise Funds We are the investment adviser to a closed-end management investment company (the “Tortoise ClosedEnd Fund”), , actively managed and passively managed exchange traded funds (“ETF’’) and a open-end management investment company (the “Tortoise Open-End Fund” and, together with the Tortoise ClosedEnd Fund, the ETFs, the “Tortoise Registered Funds”) which are registered under the Investment Company Act of 1940 (the “1940 Act”). We charge advisory fees to the Tortoise Registered Funds based on a percentage of their assets (average monthly managed assets for the closed-end funds and average daily net assets for the open-end funds and ETF) at annual rates ranging from 0.40% to 0.95%. We may enter into fee waiver or expense reimbursement agreements from time to time with one or more of the Tortoise Registered Funds. We receive 12b-1 fees from the distributor of the Tortoise Open-End Funds for any distribution service or activity designed to retain fund shareholders. Our fees may be higher than fees charged by other advisers providing similar services. We only charge performance-based fees consistent with Securities and Exchange Commission (“SEC”) and Financial

Industry Regulatory Authority (“FINRA”) rules and regulations, including Rule 205-3 under the Investment Advisers Act of 1940 (“Advisers Act”).

Energy and Power Infrastructure

Our security analysis methods include fundamental, technical and cyclical analysis. The main sources of information we use include company press releases, SEC filings, analysis of corporate activities, management presentations and interviews, research materials prepared by third parties, corporate rating services and quarterly and annual reports. Although we use research provided by broker-dealers and investment firms, we rely primarily on internal research. Our primary investment strategy is fundamentals based, long-only, with an emphasis on managing risk, which we define as the potential for a permanent loss of capital. However, our investment strategies may include short-term purchases and trading where appropriate, as indicated by our fundamental and technical analysis. We may employ other strategies for investment company clients involving leveraging and hedging, or writing (selling) covered call options and put options on selected equity securities in the client’s portfolio. These other strategies may include currency hedging transactions and interest rate transactions such as swaps, caps and floors. The Tortoise Funds’ prospectuses further describe those funds’ investment strategies and risks. We utilize a three-prong approach to portfolio construction consisting of qualitative analysis, quantitative analysis and relative value. 1. Qualitative Analysis: We use proprietary risk models to assess a company’s asset

quality, management, stability of cash flows and ESG factors.

2. Quantitative Analysis: We employ proprietary financial models to understand growth

prospects, liquidity position and sensitivities to key drivers.

3. Relative Value: We use proprietary valuation models to determine portfolio weightings.

We evaluate companies operating in the energy value chain. We have primary coverage (including comprehensive financial models) on all midstream companies in the investment universe and a majority of the large energy and power companies. We have secondary coverage (listening to conference calls, evaluating operations and news releases and understanding assets) on all other midstream companies, as well as a majority of the energy value chain in our investment universe. We attend industry conferences, company analyst days as well as third party provided conferences to gain valuable insight into the companies we invest in and the entire energy value chains. In addition, we meet with portfolio companies on a regular basis and conduct site visits to understand assets and speak with various levels of management, including field personnel. Investing in securities involves risk of loss that clients should be prepared to bear. Material Risks The material risks related to our significant investment strategies and methods of analysis include:

Our securities analysis method relies on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, other publicly-available sources of information about these securities, are providing accurate data. Furthermore, we rely on the assumption that management is providing accurate information and a fair representation of the business when discussing their company with the public and through individual meetings with us. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information.

In certain strategies, we purchase securities with the idea of holding them in clients’ accounts for the long-term unless and until the fundamental analysis on, or the relative value of, the company changes. If short-term trading methods are employed, the cost of more frequent trades can often incur more expense, including increased brokerage and other transaction costs and taxes, than that of a long-term purchase approach, and may affect investment performance. A risk in a long-term purchase strategy is that, by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a

client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell.

We purchase securities because our fundamental-based risk, financial and valuation models indicate a security meets our investment thresholds. Should there be a significant supply and demand imbalance in the trading of a security due to net investment outflows or other technical reasons, a security may decline sharply in value or the time to purchase a security to its model weight may be extended over a long period of time.

Our significant investment strategies focus on companies in the energy industry. This focus presents more risk than if our investments were broadly diversified over numerous industries and sectors of the economy. An inherent risk associated with a concentrated investment focus is that client portfolios may be adversely affected if a small number of investments perform poorly.

Companies in the energy infrastructure industry are subject to many risks that can negatively impact the revenues and viability of companies in this industry, including, but not limited to risks associated with companies owning and/or operating pipelines, gathering and processing assets, power infrastructure, propane assets, as well as capital markets, terrorism, natural disasters, climate change, operating, regulatory, environmental, supply and demand, and price volatility risks.

Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value. Equity securities may experience sudden, unpredictable drops in value or long periods of decline in value because of factors affecting securities markets generally, the equity securities of energy companies in particular, or a particular company.

Investments in securities of foreign issuers involve risks not ordinarily associated with investments in securities and instruments of U.S. issuers, including risks relating to political, social and economic developments abroad, differences between U.S. and foreign regulatory and accounting requirements, tax risks, and market practices, as well as fluctuations in foreign currencies.

Liquidity risk exists when trading volume, lack of a market maker or other restrictions impair our ability to sell particular securities at an advantageous price or in a timely manner, or at all.

Investments in small- and mid-capitalization companies may be more volatile and more likely than large capitalization companies to have narrower product lines, fewer financial resources, less management depth and experience and less competitive strength.

Investment advisers, including Tortoise, must rely in part on digital and network technologies (collectively, “cyber networks”) to conduct their businesses. Such cyber networks might in some circumstances be at risk of cyberattacks that could potentially seek unauthorized access to digital systems for purposes such as misappropriating sensitive information, corrupting data, or causing operational disruption. Cyberattacks might potentially be carried out by persons using techniques that could range from efforts to electronically circumvent network security or overwhelm websites to intelligence gathering and social engineering functions aimed at obtaining information necessary to gain access. Nevertheless, cyber incidents could potentially occur, and might in some circumstances result in unauthorized access to sensitive information about Tortoise or its clients.

Global markets are interconnected, and events like hurricanes, floods, earthquakes, forest fires and similar natural disturbances, war, terrorism or threats of terrorism, civil disorder, public health crises such as the novel coronavirus COVID-19 or any other future epidemics or pandemics, and similar “Act of God” events have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term and wide-spread effects on world economies and markets generally. Clients may have exposure to countries and markets or investments impacted by such events, which could result in material losses.

In certain client accounts, we may invest in IPOs. The market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading,

the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk.

In certain strategies, we may invest for fund clients in private companies. Investments in private companies are subject to various risks, including the risk that the operating results of a private company in a specified time period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses.

In certain strategies, we may invest for clients in securities and other assets that are subject to legal or other restrictions on transfer or for which no liquid market exists. Generally, we seek to make illiquid investments with a view for our clients to hold the investments on a long-term basis. During periods of broader market volatility, opportunities to sell these investments may be severely limited. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and we may not be able to sell them when we desire to do so, or at all, or to realize what we perceive to be their fair value in the event of a sale. The sale of restricted and illiquid assets often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of assets eligible for trading on national securities exchanges or in the over-the-counter markets. We may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Restricted assets may sell at a price lower than similar assets that are not subject to restrictions on resale.

In certain strategies, clients may make debt investments. Debt investments are subject to various risks, including the risk that the value of a client’s debt investment could be negatively impacted if a borrower fails to make timely payment of its principal and interest obligations. Because the ability of an issuer of a lower-rated obligation to pay principal and interest when due is typically less certain than for an issuer of a higher rated obligation, lower rated obligations are generally more vulnerable to default.

The financial markets have experienced substantial fluctuations in prices for leveraged loans and limited liquidity for such obligations. The cost and availability of leverage is highly dependent on the state of the broader credit markets, and at times it may be difficult to obtain or maintain the desired degree of leverage. The use of leverage often imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and may impair its ability to finance future operations and capital needs. In the event any portfolio company cannot generate adequate cash flow to meet debt service, clients may suffer a partial or total loss of capital invested in the portfolio company, in turn affecting the clients’ returns.

In certain strategies, we may invest clients in high-yield securities. Such securities are generally not exchange-traded and, as a result, trade in the over-the-counter marketplace, which is less transparent than the exchange-traded marketplace. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities which react primarily to fluctuations in the general level of interest rates and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities are often highly leveraged and may not have available to them more traditional methods of financing. Furthermore, due to ongoing regulatory developments, the major broker-dealers who have traditionally made a market in high-yield debt securities have been reducing their inventories, thereby increasing the volatility of prices, especially during periods of broader market volatility.

Certain investments may have exposure to the pricing of certain physical commodities. As a result, such investments may be subject to greater volatility than investments without such physical commodity risk. The value of investments with physical commodity risk may be affected by overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity.

The general risks of investing in energy companies include:

Energy companies may be significantly affected by energy commodity prices due to the impact of prices on the volume of commodities developed, produced, gathered and processed.

The financial performance and profitability of energy companies may be adversely impacted by a decrease in the exploration, production or development of natural gas, natural gas liquids (“NGLs”), crude oil, refined petroleum products, or a decrease in the volume of such commodities.

A sustained decline in or varying demand for crude oil, natural gas, NGLs and refined petroleum products could adversely affect the financial performance of energy companies.

Read the rest in the brochure

We generally provide investment advice to individuals, high net worth individuals, pension and profit-sharing plans, investment companies, state or municipal government entities, financial intermediaries, other investment advisers, insurance companies, charitable organizations, pooled investment vehicles, corporations and other businesses, and other entities, including investment management and family partnerships and non-profit entities The minimum account size for a separately managed account is $250,000. Generally, we do not accept accounts below the minimum, although we may do so under certain circumstances. To the extent we manage client accounts that are covered by the Employee Retirement Income Security Act of 1974 (ERISA) or that are tax-qualified retirement plans, including individual retirement accounts (IRAs), we acknowledge that we are a fiduciary as defined under Section 3(21) of ERISA and Section 4975(e)(3) of the Internal Revenue Code of 1986 with respect to the services provided under the Client Agreement (defined below).

We generally charge all accounts we manage an asset-based fee. We manage certain accounts, whose fair value is approximately 13% of our total assets under management as of December 31, 2025, that also pay a performance-based fee in addition to the asset-based fee. We may manage other accounts in the future that pay a performance-based fee. Conflicts of interest arise from our side-by-side management of performance fee-based accounts and non-performance fee-based accounts, as well as accounts with differing levels of asset-based fees, at the same time because we have a financial incentive to favor higher fee-paying accounts over other accounts in the allocation of investment opportunities. However, it is our policy to allocate trades in a fair and equitable manner so that accounts are not preferred or disadvantaged over time. Tortoise manages client accounts in the same or similar strategies. This gives rise to potential conflicts of interest if the accounts have, among other things, different objectives, benchmarks or fees. For example, potential conflicts arise in the following areas:

The portfolio managers must allocate time and investment ideas across multiple accounts;

Client orders do not get fully executed;

Trades may be executed for some accounts that may adversely impact the value of securities held by other accounts;

There may be cases where certain accounts receive an allocation of an investment opportunity when other accounts may not; and/or

Differences in trading venues, brokers and securities selected for a particular account may cause differences in the performance of different accounts that have the same or similar strategies.

We have adopted order aggregation and trade allocation policies and procedures designed to ensure that all our clients are treated fairly, and to prevent these conflicts from influencing the allocation of investment opportunities among clients. During periods of unusual market conditions, we may deviate from our normal trade allocation practices. There can be no assurance, however, that all conflicts have been addressed in all situations. See Item 11 below for additional conflicts disclosure.

We have relationships and arrangements that are material to our advisory business or to our clients with related persons that are an investment adviser or investment company. We currently maintain an exemption from registration as a Commodity Trading Advisor with the U.S. Commodity Futures Trading Commission. This exemption permits an advisor to conduct certain transactions in otherwise regulated instruments for specifically defined “Qualifying Entities” such as an investment company registered under the 1940 Act. Investment Advisers We are indirectly controlled by Lovell Minnick, a private equity firm and SEC registered investment adviser. Tortoise is an indirectly wholly owned subsidiary of Tortoise Parent, which holds multiple wholly owned essential asset SEC registered investment advisers. A vehicle formed by Lovell Minnick and owned by certain private funds sponsored by Lovell Minnick and a group of institutional co-investors owns a controlling interest in Tortoise Parent. We are affiliated, and under common control, with certain SEC-registered investment advisers through our relationship with Lovell Minnick, but the businesses are generally run independently from each other. Investment Companies We serve as the investment adviser for the Tortoise Registered Funds. As of the date of this Disclosure Brochure, these include: Tortoise Registered Funds

Tortoise Energy Infrastructure Corporation

Tortoise Nuclear Renaissance ETF

Tortoise Electrification Infrastructure ETF

Tortoise MLP ETF

Tortoise Energy Infrastructure Total Return Fund

Tortoise Energy ETF

Tortoise North American Pipeline ETF

Tortoise Global Water ETF

Tortoise AI Infrastructure ETF

Code of Ethics We have adopted a Code of Ethics (“Code”) for all of our supervised persons describing our standards of business conduct, and fiduciary duty to our clients. The Code includes provisions relating to the confidentiality of client information, a prohibition on insider trading, restrictions on the acceptance of significant gifts and business entertainment items, and personal securities trading procedures, among other things. All of our supervised persons must acknowledge the terms of the Code at least annually. We permit our employees to engage in personal securities transactions. Personal securities transactions by an employee raise an actual or potential conflict of interest if an employee trades in a security that is considered for purchase or sale by a client. Our Code is designed to ensure that our employees who are responsible for developing or implementing our investment advice or who provide investment advice to clients are not able to act on such information to the disadvantage of clients. The Code further prohibits our employees from using any material non-public information in securities trading. Under the Code, our employees are prohibited from using knowledge of portfolio transactions made or contemplated for any client 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 a client. Further, employees are prohibited from taking advantage of an opportunity of any client for personal benefit or taking any action inconsistent with our fiduciary obligations. Our employees must avoid any actual or potential conflict of interest or any abuse of their position of trust and responsibility. Employees must pre-clear all securities transactions with our Chief Compliance Officer (“CCO”) or the CCO’s designee with certain exceptions. Employees may not purchase or sell any securities which we are considering for client accounts until either the client’s transactions have been completed or consideration of the transactions are abandoned. Nonetheless, because the Code in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employees are required to report their securities holdings and securities transactions to the CCO. Clients or prospective clients may request a copy of our Code by contacting Jeffrey Kruske at 866-362-9331 (tollfree) or via e-mail to compliance@tortoisecapital.com. Participation or Interest in Client Transactions We buy and sell for separately managed account clients securities of issuers for which Tortoise Funds, other related persons or our proprietary accounts may invest. Conflicts of interest arise from the fact that we carry on substantial investment activities for separately managed account clients and our private funds and Tortoise Funds, and because we or our affiliates may buy or sell for proprietary accounts securities that, we also buy or sell for our client accounts. Further, conflicts of interest arise when we, an affiliate, and/or certain employees of ours , including members of our investment team, own interests in a Tortoise Fund. We may have financial incentives to favor certain clients over others. Certain of our client accounts may invest in the equity securities of a particular company, while other client accounts we manage may invest in the debt or preferred securities of the same company. Our

client accounts may compete for specific trades. We may give advice and recommend securities to, or buy or sell securities for, certain accounts, which advice or securities recommended may differ from advice given to, or securities recommended or bought or sold for, other client accounts, even though they may have the same or similar investment objectives. From time to time, we may seed proprietary accounts for the purpose of evaluating a new investment strategy that eventually may be available to clients through one or more product structures. Our management of accounts with proprietary interests and nonproprietary client accounts creates an incentive to favor the proprietary accounts in the allocation of investment opportunities, and the timing and aggregation of investments. Our proprietary seed accounts may include long-short strategies, and certain client strategies may permit short sales. A conflict of interest arises if a security is sold short at the same time as a long position, and continuously short selling in a security may adversely affect the stock price of the same security held long in client accounts. We have adopted various policies to mitigate these conflicts, including policies that require Tortoise to avoid favoring any account and that prohibit client and proprietary accounts from engaging in short sales with respect to individual stocks held long in client accounts. Our policies and procedures require that when we buy or sell a security for both client accounts and proprietary accounts, we give priority to client accounts ahead of proprietary accounts. Situations may occur when certain clients could be disadvantaged because of the investment activities we conduct for our other client accounts. Such situations may be based on, among other things: (1) legal or internal restrictions on the combined size of positions that may be taken for client accounts, thereby limiting the size of such accounts’ positions; (2) the difficulty of liquidating an investment for client accounts where the market cannot absorb the sale of the combined position; or (3) limits on co-investing in private placement securities under the 1940 Act. We have adopted order aggregation and trade allocation policies and procedures designed to ensure that all of our clients are treated fairly. Accordingly, certain of our client accounts may invest in the securities of a particular company, while client accounts of our affiliates may invest in the same or different securities of the same company. Our Tortoise Registered Fund clients’ investment opportunities may be limited by our or our affiliates’ affiliations with energy companies. To the extent that we source and structure private investments, certain of our advisory affiliates may become aware of actions planned by such companies, such as acquisitions, which may not be announced to the public. It is possible that our clients could be precluded from investing in or selling securities of or related to companies about which we have material, non-public information; however, it is our intention to ensure that any material, non-public information available to certain of our affiliates is not shared with us, and that material non-public information available to certain of our advisory affiliates is not shared with the advisory affiliates responsible for the purchase and sale of publicly-traded company securities, or to confirm prior to receipt of any material non-public information that the information will shortly be made public. We do not affect any principal or agency cross securities transactions for client accounts, nor do we effect cross trades between client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security to any advisory client. A principal transaction may also be deemed to have occurred if a security is crossed between an affiliated hedge fund and another client account. An agency cross transaction is generally defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a brokerdealer or has an affiliated broker-dealer. Upon client direction, we may invest certain separately managed account client assets in affiliated funds. Investing in funds sponsored or managed by us or an affiliate creates a conflict of interest because we may benefit from such investment as a result of the receipt of advisory, management or other fees we, or an affiliate, receives from such funds or other benefits arising from increased assets, such as a reduction in

expense reimbursement obligations. Fees and commissions paid by such funds are in addition to the management fees we charge the separately managed account client and the brokerage commissions the client pays to a broker to execute transactions. However, we will waive our advisory or management fee on the client-directed investments in affiliated funds within the client’s separately managed account for the period during which time these assets are so invested. The fees and expenses imposed by affiliated funds are described in each affiliated fund’s prospectus, and will generally include an advisory or management fee, other fund expenses, and potentially a distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge.

Subject to applicable investment policies and restrictions, clients typically grant us full discretion with respect to both security and broker-dealer selection. We select broker-dealers on the basis of their ability to execute transactions at the most favorable prices and lowest overall execution costs. We also take into consideration other relevant factors, such as:

the reliability, integrity and financial condition of the broker-dealer;

the size of and difficulty in executing the order; and

the quality of execution and custodial services.

The determinative factor is not necessarily the lowest possible transaction cost, but whether the transaction represents the best qualitative execution for the client account. We use a third party to analyze the execution performance of brokers, execution and trade cost on a quarterly basis. We do not adhere to any rigid formulas in making the selection of the applicable broker-dealer but weigh a combination of the criteria discussed above. We receive unsolicited research from some of the brokers with whom we place trades on behalf of clients, however, we have no arrangements or understandings with such brokers regarding receipt of research in return for commissions. Such research is provided to investment advisers who utilize these firms. While we may review certain of the research received, we do not consider this research when selecting brokers to execute client transactions. We do not put a specific value on unsolicited research, nor do we attempt to estimate and allocate the relative costs or benefits among our clients. In the event a client directs the use of a specific broker-dealer, we may be unable to achieve most favorable execution of the client’s transactions, and the execution costs for the client may be higher than could be obtained by using a broker-dealer we select. Such higher costs may result from the disparity of commission rates or prices among broker-dealers, our more limited ability to negotiate lower commission rates or prices and the inability of the client to benefit from volume discounts we may obtain from aggregating orders placed with other broker-dealers. In some instances, we may elect to step out trades for certain accounts if we believe that the overall execution will benefit the client from a fairness, efficiency and liquidity standpoint. The term “soft dollars” is commonly understood to refer to arrangements where an investment adviser uses client brokerage commissions to pay for research or other services used by the investment adviser. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” that permits investment advisers to enter into soft dollar arrangements if the investment adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided. We do not utilize any third party “soft dollar” arrangements, but we do receive unsolicited research as described above. Because we consider all of the factors described above and not just commission cost, commission rates on some transactions may be higher than the lowest available commission rate charged by another broker-dealer for executing the same transaction. To the extent that our clients are deemed to be paying up for research as a result of the unsolicited research described, we believe that the Section 28(e) safe harbor is available with respect to such transactions. Although our receipt of such research services does not reduce our normal independent research activities, it may enable us to avoid the additional expenses that we might otherwise incur if we were to attempt to independently develop comparable information. As a result, we have an incentive to select a broker-dealer primarily on the basis of the research we may receive from that broker-dealer, even if other broker-dealers

may execute transactions at a lower price. Brokerage products and services obtained by the use of commissions arising from one client’s investment transactions may be used in our other discretionary or non-discretionary advisory (or sub-advisory) activities on behalf of other clients. Moreover, a client may not necessarily, in any particular instance, be the direct or indirect beneficiary of these additional research or brokerage services, whether or not generated by the client’s own commissions. It is our policy to allocate trades in a fair and equitable manner so that accounts are not preferred or disadvantaged over time. We attempt (except where specific instructions provided by the client or other restrictions require otherwise) to manage every account investing in publicly traded securities to reflect the model portfolio selected for the client. When changes are made to the model portfolios, we adjust accounts to align them with the revised model portfolio. This realignment may require the trading of one or more investments on behalf of many client portfolios. For discretionary accounts investing in publicly traded securities, we generally combine all of the trade orders into one or more ‘block’ orders for all of the securities that need to be purchased or sold. Each account participates at the average unit or share price for all the transactions in a security in the applicable block order, with transaction costs allocated pursuant to the applicable broker-dealer fee schedule for the particular account. Due to the limited trading volume in some of the model portfolio securities, it is likely that we may not always be able to completely fill a block order in one trading session. When block orders are only partially filled during a trading session, we generally will promptly allocate fills to accounts after the close of the trading session on a pro rata basis for each account included in the block order. In subsequent trading sessions, we generally will allocate fills on a pro rata basis. It is possible that it may take several weeks or even several months to completely fill an order, depending upon the securities involved and market conditions. Our policy is to allocate fills so that accounts are neither preferred nor disadvantaged over time. If we make a trading error, we will correct the error and bear any costs of correcting the error so that the client is not disadvantaged and is made whole. Trade errors will always be resolved in the client's favor and the client being made whole. To the extent that resolution of a trade error results in the purchase of securities in a client’s account that increase in value, the increased value is retained by the client. We have adopted procedures with respect to the aggregation of orders for client accounts (including affiliates of Tortoise) (the “Accounts”) we manage for the purchase of securities in non-negotiated, private placement securities transactions. Private placement securities are securities, warrants, conversion privileges and other rights which (a) are exempt from registration under the Securities Act of 1933 or are purchased in transactions exempt from such registration requirements, and (b) the terms of which, other than price, are not directly or indirectly negotiated by Tortoise (“Non-Negotiated Transactions”). The procedures for effecting Non-Negotiated Transactions include:

The portfolio managers of the Accounts will review the respective Account portfolios to determine whether participating in a Non-Negotiated Transaction is appropriate for the Accounts and is consistent with our duties to the Accounts.

We will prepare a written allocation statement before or at the time we indicate to an issuer or prospective seller or buyer of our interest in engaging in a Non-Negotiated Transaction, which will describe specifically how securities or proceeds will be allocated among participating Accounts. If there are insufficient securities or proceeds, they will be allocated pro rata based upon the allocations contained in the allocation statement. If there are any deviations from the allocation statement, the Accounts will receive fair and equitable treatment and the deviation must be approved by two Managing Directors who are members of the applicable Investment Committee of Tortoise.

The Accounts will participate at the same unit price, and the transaction costs and expenses will be shared on a pro rata basis according to the respective investments of the Accounts.

We will receive no additional compensation or remuneration in the form of break-up fees, commitment fees

or similar fees that is not shared pro rata in amounts proportionate to the investments by the Accounts.

We do not receive economic benefits from non-clients in connection with giving advice to clients. We may enter into agreements with unaffiliated independent contractors for client referrals. For such referrals, we expect we would compensate the independent contractor with a percentage of fees relating to such referrals based on the level of services performed. Any such compensation would be paid pursuant to a written agreement that is in compliance with the federal regulations, and in each state where state law requires.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of us or the integrity of our management. We have no information applicable to this Item.

Portfolios and securities are continuously monitored by our portfolio management team. The applicable Investment Committee oversees the investment strategy, and the portfolio management team implements the strategy. While primary responsibility for monitoring, review, and analysis of individual securities is spread amongst various individual members of the portfolio management team, all portfolio management decisions and reviews are based on a team approach. With respect to client accounts investing in publicly traded securities, potential investments are ranked based on a proprietary model, which includes an assessment of qualitative, quantitative and valuation metrics as well as various subjective criteria. As part of the investment process, a tier ranking is approved for each security in our model portfolios. This ranking is used to create and maintain an approved list of securities. The portfolio management team meets at least weekly to review portfolio strategy and research impacting portfolio companies. The portfolio management team meets with the applicable Investment Committee as needed. At a minimum, the Investment Committee and portfolio management team meet monthly. Portfolio summaries, statistics, and performance results are generated and reviewed at least monthly by the Investment Committee and portfolio management team. Separately managed account clients are generally provided reports by their broker-dealer, bank or other qualified custodian not less frequently than quarterly, identifying the amount of funds and of each security in the account at the end of the period and setting forth all transactions in the account during the period. We may also provide written reports as agreed to with the client. The Tortoise Registered Funds issue and file reports as required under the 1940 Act and the Securities Exchange Act of 1934, as applicable. Investors in our private funds receive monthly or quarterly capital account statements (depending on the fund) and annual audited financial statements of the fund.

We do not maintain physical custody of client assets. We are deemed to have custody of certain client accounts under Rule 206(4)-2 due to our ability to withdraw fees directly from those accounts. Clients should receive at least quarterly statements from the broker dealer, bank or other qualified custodian that holds and maintains client’s investment assets. We urge clients to carefully review such statements and compare such official custodial records to the account statements that we may provide to clients. Our statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities.

We provide investment advisory services on both a discretionary and non-discretionary basis to clients. For our discretionary clients, we usually receive discretionary authority from the client under the investment management agreement or investment advisory agreement with the client at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the investment objectives for the particular client

account. We currently do not have any non-discretionary accounts but have in the past and may again in the future. We observe the client’s investment policies, limitations and restrictions when selecting the identity and amount of securities to be bought or sold. Various securities and/or tax laws, as well as internal compliance policies, may impose additional restrictions on the investments that may be made. Such funds’ objectives and policies, as well as applicable securities and tax laws also limit our investment discretion with respect to the investments of the funds we manage. Clients must provide any investment guidelines and restrictions to us in writing.

We will vote proxies on behalf of a client if the client has delegated to us the authority to vote proxies on its behalf in the Client Agreement or other written instrument. Clients for whom we do not have any authority to vote proxies should receive proxy voting materials from their custodian or a transfer agent directly and these clients retain the responsibility for voting proxies for any and all securities maintained in their portfolios. In the event we receive, any proxies intended for clients who have not delegated proxy voting responsibilities to us, we will promptly forward such proxies to the client for the client to vote. When requested by clients who have retained proxy voting authority, we may provide advice to the client regarding proposals submitted to the client for voting. In the event an employee determines that we have a conflict of interest due to, for example, a relationship with a company or an affiliate of a company, or for any other reason, which could influence the advice given, the employee will advise our CCO, who will advise the applicable Investment Committee. The Investment Committee will decide which of the procedures set forth below we will use to address the conflict of interest. We have adopted and implemented the policies and procedures summarized below, which we believe are reasonably designed to ensure that proxies are voted in the best interests of our clients. In pursuing this policy, proxies should be voted in a manner that is intended to maximize value to the client. In situations where we accept such delegation and agree to vote proxies, we will do so in accordance with these policies and procedures. We have delegated our responsibilities under these policies and procedures to a third party; however, this delegation does not relieve us of our responsibilities. We retain final authority and fiduciary responsibility for such proxy voting.

We utilize Glass Lewis to provide independent research on corporate governance, proxy and corporate responsibility issues. We review these voting recommendations and proxies are generally voted in accordance with such recommendations.

We have adopted Glass Lewis’ proxy voting guidelines, which are applied to all our proxy votes.

Proxies are generally voted in accordance with our proxy voting guidelines; however, we may opt to override the guidelines if we decide it is in the best interest of our clients.

The applicable Investment Committee, or one of our Managing Directors designated by the Investment Committee (the “Designated Managing Director”), is responsible for monitoring our proxy voting actions and ensuring proxies are voted in a timely manner. We are not responsible for voting proxies we do not receive but will make reasonable efforts to obtain missing proxies.

The applicable Investment Committee, or the Designated Managing Director, is responsible for identifying and monitoring potential conflicts of interest that could affect the proxy voting process, including (i) significant client relationships; (ii) other potential material business relationships; and (iii) material personal and family relationships.

In the absence of contrary instructions received from the applicable Investment Committee, or the Designated Managing Director, all proxies will be voted in in accordance with the Glass Lewis guidelines.

We may determine not to vote a particular proxy, if the costs and burdens exceed the benefits of voting (e.g., when securities are subject to loan or to share blocking restrictions).

If we identify a material conflict, we may: (i) disclose the potential conflict to the client and obtain consent; (ii) establish an ethical wall or other informational barriers between the person(s) that are involved in the conflict and the persons making the voting decisions; (iii) abstain from voting the proxies; or (iv) forward the proxies to clients so the clients may vote the proxies themselves; or (v) use an independent third party recommendation. We will document the rationale for any proxy voting contrary to the proxy voting guidelines. The applicable Investment Committee, or our personnel designated by the Investment Committee, are responsible for maintaining proxy voting policies and procedures, proxy statements (or the ability to access them), records of votes cast and abstentions, and any records we prepared that were material to a proxy voting decision or that memorialized a decision. The proxy voting policies and procedures adopted Tortoise may produce different voting results. A copy of our Proxy Voting Policies and Procedures will be provided to clients and prospective clients upon request. Clients may also obtain information from us about how we voted any proxies on behalf of their account(s) upon request by contacting Jeffrey Kruske at 913-909-0924 or at 866-362-9331 (toll-free) or via e-mail to compliance@tortoisecapital.com.

Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about their financial condition. We have no financial condition that is reasonably likely to impair our ability to meet contractual and fiduciary commitments to clients and have not been the subject of a bankruptcy proceeding.