N-CSR 1 tortoise3714951-ncsr.htm CERTIFIED SHAREHOLDER REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 
Investment Company Act file number 811-22525

 
Managed Portfolio Series
(Exact name of registrant as specified in charter)

 
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

 
Brian R. Wiedmeyer, President
Managed Portfolio Series
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Ave, 5th Fl
Milwaukee, WI 53202
(Name and address of agent for service)

 
(414) 765-6844
Registrant's telephone number, including area code
 

Date of fiscal year end: November 30, 2019
 

Date of reporting period: November 30, 2019


Item 1. Reports to Stockholders.

 
 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website (www.tortoiseadvisors.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 1-855-TCA-FUND (855-822-3863) or by sending an e-mail request to info@tortoiseadvisors.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Fund, you can call 1-855-822-3863 or send an email request to info@tortoiseadvisors.com to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all Funds held with the fund complex if you invest directly with a Fund.




 
 
 
 
Tortoise
2019 Annual Report
 

This combined financial report provides you with a comprehensive review of our funds that span the entire energy value chain.

Tortoise Capital Advisors is one of the largest managers of energy investments, including closed-end funds, open-end funds, private funds and separate accounts.

 
Table of Contents      
 
Letter to Shareholders 2
 
Tortoise MLP & Pipeline Fund 5
 
Tortoise MLP & Energy Income Fund 8
 
Tortoise MLP & Energy Infrastructure Fund 11
 
Tortoise Select Opportunity Fund 14
 
Expense Examples 18
 
Financial Statements 20
 
Notes to Financial Statements 42
 
Report of Independent Registered Public Accounting Firm 51
 
Investment Advisory Agreement 52
 
Trustees & Officers 54
 
Additional Information 55

Tortoise



 
 
2019 Annual Report | November 30, 2019
 
 
 
 

Open-end fund comparison
    Name/Ticker       Primary focus       Total assets
($ Millions)
1
      Portfolio mix by asset type2       Portfolio mix by ownership2

Tortoise MLP & Pipeline Fund

Institutional Class (TORIX)
A Class (TORTX)
Inception: 5/2011
C Class (TORCX)
Inception: 9/2012

North American pipeline companies $4,127.8

Tortoise MLP & Energy Income Fund

Institutional Class (INFIX)
A Class (INFRX)
Inception: 5/2011
C Class (INFFX)
Inception: 4/2012

Energy infrastructure equity and debt $742.9

Tortoise MLP & Energy Infrastructure Fund

Institutional Class (MLPPX)

Energy infrastructure equity and debt $82.8

Tortoise Select Opportunity Fund

Institutional Class (TOPIX)
Investor Class (TOPTX)
C Class (TOPCX)
Inception: 9/2013

North American energy companies and beneficiaries $18.7

Portfolio mix by underlying investments2


(1) As of 12/31/2019
(2) As of 11/30/2019

(unaudited)
 
Tortoise 1



 
 
 
 
Tortoise
2019 Annual Report
 

Dear shareholder,

With our emphasis on essential assets, we focus on the trends and opportunities occurring across the sectors. One of our biggest focuses is on the energy evolution that is underway globally. Energy demand is growing worldwide, particularly from electrification in emerging countries. This increasing demand needs to be met with lower-carbon supply in order to decrease global carbon emissions. For this to happen, natural gas and renewables must take market share from coal for electricity generation. Additionally, U.S. midstream energy is playing a big role, exporting cheap and lower carbon energy to the rest of the world, increasing the need for critical infrastructure to support these exports.

The broader energy sector, as represented by the S&P Energy Select Sector® Index, finished the fourth fiscal quarter ending November 30, 2019 in positive territory, returning 3.3%, bringing fiscal year 2019 performance to -7.7%. Oil markets experienced significant volatility during the period. Prices were caught in a tug-of-war between escalating tensions in the Middle East culminating in significant, but temporary supply outages, mixed signals from U.S.-China trade negotiations impacting demand growth.

Midstream fixed income performance was strong during the fiscal year, perhaps evidence of the longer-term investment horizon bondholders have compared to investors on the equity side of the market for similar issuers. While midstream equity issuance slowed dramatically during the period, midstream debt capital markets remained open to companies. The ongoing process of delevering continued during the period as companies focused on asset sales and finding co-investment partners to reduce capital needs. With increasing cash flows from projects coming online, declining capital expenditures and improving leverage metrics, midstream companies are in a strong position from a balance sheet perspective. Finally, while there have been an increasing number of smaller exploration and production company bankruptcies, midstream companies do not have meaningful customer concentration which should alleviate investor concerns.

Upstream

The Tortoise North American Oil and Gas Producers IndexSM returned -1.3% in the fourth fiscal quarter, bringing fiscal year performance to -22.7%. Crude oil prices, represented by West Texas Intermediate (WTI), began the fiscal quarter at $53.94 per barrel and peaked at $62.90 on Sept. 16, 2019 following the attacks on Saudi oil infrastructure. Prices troughed quickly thereafter at $52.45 on Oct. 3, 2019 on Saudi claims of minimal disruption to production and the potential for a U.S.-Iran deal before ending the fiscal year at $58.11.

U.S. crude oil production growth is expected to broadly moderate in 2020 as compared to the rapid growth over the past two years. Specifically, U.S. crude oil production is projected to average 12.3 million barrels per day (MMbbl/d) in 2019 and 13.2 MMbbl/d in 20201. U.S. producers are facing increased pressure from investors to exhibit capital discipline and reign in production growth in favor of higher free cash flow generation and return of capital to shareholders. Nonetheless, with multiple years of tremendous production growth, propelled by the U.S. shale revolution, the U.S. transitioned into a net exporter of oil and petroleum products for the first time in recent history. The U.S. became a net exporter of oil and petroleum products in September 2019 with net exports projected to grow in 2020 and beyond1. Rising U.S. energy exports of liquids and natural gas are expected to positively affect the U.S. trade deficit and will ultimately help reduce global Co2 emissions along with renewables, as they take market share from coal.

Following the end of the fiscal year, the Organization of Petroleum Exporting Countries (OPEC) and their Non-OPEC partners (OPEC+) announced in December a clear goal of establishing a floor for crude prices through the seasonally weaker first quarter of 2020. OPEC+ members agreed to an incremental 0.5 MMbbl/d cut to the existing agreement taking the official cut to 1.7 MMbbl/d for Q1 2020. In addition, Saudi Arabia agreed to continue its over-compliance of 0.4 MMbbl/d implying a new commitment level of cutting 2.1 MMbbl/d. Saudi Arabia is focused on stabilizing crude oil prices following the recent Saudi Aramco initial public offering. While the deal was not extended, OPEC+ did set a date for an extraordinary meeting to be held in early March 2020 to determine the need for additional cuts. Emphasis will likely be placed upon improved compliance from various OPEC members with poor historical compliance (Iraq, Nigeria, and UAE). With trade tensions easing and the global economy not showing any signs of a true slowdown, oil demand growth is currently expected to improve in 2020, which should bring worldwide supply and demand into better balance.

Natural gas demand has remained robust supported by record levels of domestic power burn, increased exports to Mexico and record liquefied natural gas (LNG) exports driven by the startup of three new liquefaction and export facilities (Elba Island, Cameron LNG, Freeport LNG). However, surging natural gas supply more than offset strong demand, resulting in an elevated pace of inventory builds and pricing pressure through much of the period. Natural gas prices, represented by Henry Hub, opened the fiscal quarter at $2.39 per million British thermal units, hit a low of $2.08 on Oct. 18, and then peaked at $2.87 in November, due to colder than average weather in the Midwest, before ending the fiscal year back down to $2.46.

Persistently low natural gas prices have prompted natural gas producers to reign in capex budgets and drilling programs in 2020. While natural gas production is expected to continue growing, the pace of supply growth is set to slow measurably, with production expected to average 91.8 billion cubic feet per day (Bcf/d) in 2019 and 93.8 Bcf/d in 20202. The backdrop of slowing production growth and strong domestic and export demand paints a picture of improving natural gas fundamentals in the future. The second wave of LNG export facilities, led by final investment decisions (FIDs) made to Exxon’s Golden Pass and Venture Global’s Calcasieu Pass LNG export facilities in 2019 will provide another meaningful catalyst for natural gas export demand growth from 2022 to 2025.

(unaudited)
 
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2019 Annual Report | November 30, 2019
 
 
 
 

Midstream

Midstream energy performance lagged broader energy in the fourth fiscal quarter with the Tortoise North American Pipeline IndexSM returning -2.6% and the Tortoise MLP Index® returning -8.9%, bringing fiscal year performance to 5.9% and -7.0%, respectively. The sharp contrast in midstream index performance is due to midstream companies structured as C-Corps outperforming those structured as MLPs. C-Corps benefitted from several items versus MLPs, including: stronger corporate governance, broad market index inclusion for some companies, lack of K-1s, and a more certain corporate structure. Contributing to broad midstream underperformance for the fiscal quarter were concerns regarding a slowdown in U.S. production growth, political rhetoric regarding proposed fracking bans from Democratic Presidential candidates and tax loss selling. Gathering and processing companies in particular suffered following lower natural gas and natural gas liquids (NGL) pricing and the ‘going concern’ language introduced into Chesapeake Energy’s (CHK) quarterly filing. These items drove negative sentiment and raised questions related to producer financial health, counterparty risk and companies’ exposure to drilling slowdowns. However, the U.S. has seen tremendous production growth in recent years and we believe a more moderate pace of growth is healthy for the midstream sector through the reduction in growth capital expenditures and reduced risk of takeaway capacity overbuild.

DCP Midstream LP (DCP) became the latest MLP to announce the elimination of its Incentive Distribution Rights (IDRs) in the fourth fiscal quarter. As the era of simplification comes to a close, the results have advanced the midstream sector in our view and accomplished widespread cost of capital and corporate governance improvements. Looking forward, the midstream sector continues to evolve. There has been an industry-wide shift to higher distribution coverage and self-funding the equity portion of capital expenditure programs. With the expected moderation in U.S. production growth, midstream companies are now shifting focus toward executing on delivering value through the return of capital to shareholders in the form of debt reduction, sustainable yields and distribution growth, and potential stock buybacks. A particular emphasis on the generation of free cash flow yields comparable to other S&P 500 sectors continues to emerge, achieved through the sale of non-core assets and the reduction of growth capital expenditures.

Interest in publicly traded midstream companies and assets, from both public and private entities, has remained elevated, highlighting their strategic value and attractive valuations. Recently announced or closed transactions include Energy Transfer’s (ET) acquisition of SemGroup Corporation (SEMG), DTE Energy’s (DTE) acquisition of a natural gas gathering system in the Haynesville Shale and Pembina Pipeline Corp’s (PPL CN) acquisition of Kinder Morgan Canada and the Cochin pipeline.

Capital Markets

Capital markets activity increased during the fourth fiscal quarter with MLPs and other pipeline companies raising approximately $10.8 billion in total capital, with nearly all of the issuance in debt. This brings the total capital raised for the fiscal year to approximately $36.4 billion, slightly lower than the previous fiscal year. As expected, alternative options for capital and self-funding projects have continued to trend higher.

Merger and acquisition activity among MLPs and other pipeline companies in the last fiscal quarter of the year was largely driven by Energy Transfer’s acquisition of SemGroup Corporation, which at $5.1 billion made up nearly all of the merger and acquisition activity in the quarter. This brought the fiscal year’s announced transactions to $26.6 billion. This is significantly below the previous year when many large simplification transactions were announced. This fiscal year’s activity was driven by three large transactions. In addition to Energy Transfer’s acquisition of SemGroup Corporation, MPLX purchased Andeavor Logistics for approximately $13.5 billion and Pembina Pipeline Corporation purchased two businesses from Kinder Morgan for approximately $4.4 billion combined.

Downstream

Refinery utilization has remained challenged in 2019 due to heavy spring and fall turnarounds in preparation for the International Maritime Organization’s January 1, 2020 implementation of sulfur reduction regulations on the shipping industry (IMO 2020), unplanned refinery outages as well as the closure of Philadelphia Energy Solutions’ 350 Mbbl/d Philadelphia refinery, the largest refining complex on the east coast. IMO 2020 has positioned U.S. refiners to take advantage of higher distillate pricing and more heavily discounted medium-heavy sour crude oils as they have more flexibility than international refiners to use a wide range of crude oil feedstocks. We expected that U.S. refinery utilization and throughput will exhibit strong growth as refiners attempt to capture margin upside driven by IMO 2020.

Incremental NGL supply from completed Permian takeaway projects and overall liquids production growth surpassed current levels of domestic NGL demand, primarily from petrochemical facilities, resulting in price pressure. We expect that moderating Northeast liquids production growth and increased demand from petrochemical projects coming online in late 2019 and early 2020 will begin to draw down inventories.

The solar industry is set to install 13 gigawatts (GWs) of capacity in the U.S. in 2019, the second highest annual installation on record. Much of the activity has been concentrated in the Southwest and Southeast, with Florida and Texas ranking behind California in year-to-date installations. Signed solar PPA prices range from $18-35 megawatts/hour, putting solar on par with new gas

(unaudited)
 
Tortoise 3



 
 
 
 
 
 

generation and competitive with the operating costs of existing coal plants. Costs continue to decline, as evidenced by the 12% decline year-over-year in Q3 2019 to $0.95/watt for utility-scale projects. On the policy front, the investment tax credit (ITC) is set to phase down for projects beginning construction at the end of 2019. We continue to monitor efforts to extend the ITC as we enter 2020, but do not view an extension as necessary given anticipated continued cost declines.

Wind installations totaled 1,927 megawatts (MWs) in the third calendar quarter of 2019, reaching a total installed capacity of more than 100,000 MW across the U.S. with an additional 46,500 MW of capacity currently under construction or in advanced development. Nineteen states now have more than 1,000 MW under construction or advanced development. Texas hosts 19% of the total development pipeline, followed by Wyoming (11%), Oklahoma (7%), Iowa (6%), and Virginia (6%). It is also important to have offtake agreements in place. Currently, 44% of capacity in the pipeline has a Power Purchase Agreement (PPA) in place, while 28% is utility-owned and 6% has a hedge contract. New developments are largely being driven by corporate customers who have signed 64% of capacity contracted in the third quarter. Turbine technology continues to improve with 22% of new turbines installed year-to-date rated between 3.4 MW and 3.6 MW in size.

Concluding thoughts

We expect plenty of opportunities in essential assets in 2020. We are optimistic across the energy sector where we expect supply and demand will find better balance and companies will shine a brighter light on their cash flow as they return it to shareholders. Our long-term outlook is built around worldwide electricity demand doubling by 2050. In our view, natural gas and renewables need to replace coal in power generation. This is the fastest and most economical way to lower global carbon emissions and improve living standards for people around the globe.


The S&P Energy Select Sector® Index is a capitalization-weighted index of S&P 500® Index companies in the energy sector involved in the development or production of energy products. The Tortoise North American Oil and Gas Producers IndexSM is a float-adjusted, capitalization-weighted index of North American energy companies engaged primarily in the production of crude oil, condensate, natural gas or natural gas liquids (NGLs). The Tortoise North American Pipeline IndexSM is a float adjusted, capitalization-weighted index of energy pipeline companies domiciled in the United States and Canada. The Tortoise MLP Index® is a float-adjusted, capitalization-weighted index of energy master limited partnerships.

The Tortoise indices are the exclusive property of Tortoise Index Solutions, LLC, which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) to calculate and maintain the Tortoise MLP Index®, Tortoise North American Pipeline IndexSM and Tortoise North American Oil and Gas Producers IndexSM (the “Indices”). The Indices are not sponsored by S&P Dow Jones Indices or its affiliates or its third party licensors (collectively, “S&P Dow Jones Indices LLC”). S&P Dow Jones Indices will not be liable for any errors or omission in calculating the Indices. “Calculated by S&P Dow Jones Indices” and its related stylized mark(s) are service marks of S&P Dow Jones Indices and have been licensed for use by Tortoise Index Solutions, LLC and its affiliates. S&P® is a registered trademark of Standard & Poor’s Financial Services LLC (“SPFS”), and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”).

Free cash flow is the cash a company produces through its operations, less the cost of total capital expenditures (growth and maintenance).

It is not possible to invest directly in an index.

Performance data quoted represent past performance; past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost.

1 Energy Information Administration, Short-Term Outlook, December 2019
2 BTU Analytics
3 Wood Mackenzie, Power and Renewables, December 2019
4 AWEA July-September 2019

(unaudited)
 
4 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Tortoise
MLP & Pipeline Fund
 

Basic fund facts

Investment objective: Total return

Structure: Regulated investment company

Institutional A Class C Class
Ticker           TORIX               TORTX               TORCX    
Gross expense ratio 0.93% 1.18% 1.93%
Redemption fee None None None
Maximum front-end sales load None (1)  5.50% (2)  None (1) 
Maximum deferred sales load None None (3)  1.00% (4) 

(1) While the Institutional and C Classes have no front-end load, advisory and other expenses still apply.
(2) You may qualify for sales charge discounts if you invest at least $50,000.
(3) No front-end sales charge is payable on A Class investments of $1 million or more, although the fund may impose a Contingent Deferred Sales Charge (“CDSC”) of 1% on certain redemptions made within 12 months of purchase.
(4) The C Class CDSC applies to redemptions made within 12 months of purchase.

Top ten holdings (as of November 30, 2019)

1.     ONEOK, Inc.       8.5%
2. Kinder Morgan, Inc. 8.2%
3. The Williams Companies, Inc. 8.1%
4. Cheniere Energy, Inc. 7.8%
5. TC Energy Corporation 7.6%
6. Targa Resources Corp. 6.1%
7. Enbridge Inc. 5.0%
8. Pembina Pipeline Corporation 4.9%
9. Energy Transfer LP 4.4%
10. Enterprise Products Partners L.P. 4.2%

Targeted investment characteristics

The fund’s targeted investments generally will have the following characteristics:

Strategic assets that fuel the economy
   
Diversified asset base
   
Limited direct commodity price exposure
   
History of predictable, recurring cash flows
   
Total-return potential through growth and current income
   
Experienced management teams

Value of $1,000,000 vs. S&P 500® Index
Since inception on May 31, 2011 through November 30, 2019

This chart illustrates the performance of a hypothetical $1,000,000 investment made on May 31, 2011 and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The returns reflect fee waivers in effect. In the absence of such waivers, total return would be reduced. The chart assumes reinvestment of capital gains and dividends for a fund and dividends for the index.

The performance data quoted above represents past performance since inception on May 31, 2011 through November 30, 2019. Past performance is no guarantee of future results. The investment return and value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the fund may be obtained through the most recent month-end by calling 855-TCA-FUND (855-822-3863). Future performance may be lower or higher than the performance stated above.

The S&P 500® Index is an unmanaged market-value weighted index of stocks, which is widely regarded as the standard for measuring large-cap U.S. stock market performance. Returns include reinvested dividends. You cannot invest directly in an index.

(unaudited)
 
Tortoise 5



 
 
  
 
Tortoise
MLP & Pipeline Fund (continued)
 

Performance was negative for the year as relatively high capital expenditures, corporate structure evolution, and increasing counterparty risk offset growing energy production, improved balance sheets and visibility to more return of capital to shareholders. Midstream energy returns were bifurcated with C-Corp pipelines in positive territory and MLPs negative as there was strong tax loss selling within MLPs during the month of November. In the fund, larger cap, higher quality, stable cash flow long-haul pipelines outperformed midstream companies focused on gathering and processing.

Our positive outlook for midstream remains as energy production growth continues and more capital is returned to shareholders. Our focus continues to be on midstream companies best positioned for continued growth in areas with the strongest production growth (supply push) as well exposure to growing export markets and products (demand pull) within the North American energy value chain.

Key asset performance drivers

Top five contributors Company type Performance driver
Kinder Morgan Inc.      Midstream natural gas/natural gas liquids pipeline company      Dividend increase of 25% , announced share buyback authorization and attractive multiple Canadian asset sale, exposure to liquefied natural gas (LNG) exports with significant insider buying
ONEOK, Inc. Midstream natural gas/natural gas liquids pipeline company Continued execution of backlog of infrastructure projects with high returns
TC Energy Corporation Midstream natural gas/natural gas liquids pipeline company Asset sales leading to reduced leverage high quality contracted cash flows with large back large back log of infrastructure projects across North America
Enbridge Inc. Midstream crude oil pipeline company Anticipated dividend growth of 5-7% in 2020+
Phillips 66 Partners LP Midstream refined product pipeline MLP Eliminated incentive distribution rights (IDRs) leading to a lower cost of capital

Bottom five contributors Company type Performance driver
Antero Midstream Corporation      Midstream gathering and processing company      Concerns around potential recontracting of gathering and process contracts and financial health of parent company Antero Resources (AR) as natural gas prices moved lower
Equitrans Midstream Corporation Midstream natural gas/natural gas liquids pipeline company Uncertainty around Mountain Valley Pipeline project
EnLink Midstream, LLC Midstream gathering and processing MLP Concern around producers slowing drilling activity in Oklahoma
Western Midstream Partners, LP Midstream gathering and processing MLP Carrying out strategic review
Plains GP Holdings, L.P. Midstream crude oil pipeline company Uncertain crude oil production growth from Permian in 2020 leading to concerns to potential of over build

(unaudited)
 
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2019 Annual Report | November 30, 2019
 
 
 
 

Total returns (as of November 30, 2019)

Ticker Class 1 year 3 years 5 years Since inception(1) Gross expense ratio
TORIX       Institutional           -1.09%               -1.88%               -3.84%                  5.16%                         0.93%          
TORTX A Class (excluding load)(2) -1.38% -2.17% -4.12% 4.85% 1.18%
TORTX A Class (maximum load)(2) -6.81% -4.01% -5.20% 4.16% 1.18%
TORCX C Class (excluding CDSC) -2.13% -2.85% -4.80% 4.09% 1.93%
TORCX C Class (including CDSC) -3.07% -2.85% -4.80% 4.09% 1.93%
S&P 500® Index(3) 16.11% 14.88% 10.98% 12.83%
TNAPT(4) 5.88% 3.10% 0.32%

(1) Reflects period from fund inception on May 31, 2011 through November 30, 2019. The Institutional and A Class Shares commenced operations on May 31, 2011 and C Class Shares commenced operations on September 19, 2012. Performance shown for the C Class prior to inception of the C Class Shares is based on the performance of the Institutional Class Shares, adjusted for the higher expenses applicable to C Class Shares.
(2) Prior to March 30, 2019, A Class Shares were known as Investor Class Shares.
(3) The S&P 500® Index is an unmanaged market-value weighted index of stocks, which is widely regarded as the standard for measuring large-cap U.S. stock market performance. Returns include reinvested dividends. You cannot invest directly in an index.
(4) The Tortoise North American Pipeline IndexSM is a float-adjusted, capitalization weighted index of pipeline companies headquartered in the United States and Canada. You cannot invest directly in an index.

Note: For periods over 1 year, performance reflected is for the average annual returns. Performance data shown for the A Class (maximum load) reflects a sales charge of 5.50%. Performance data shown “excluding load” does not reflect the deduction of the maximum sales load. Performance data shown for the C Class (including CDSC) reflects a contingent deferred sales charge (“CDSC”) of 1% for the first 12 months of investment. Performance data shown “excluding CDSC” does not reflect the deduction of the CDSC. If reflected, the load and CDSC would reduce the performance quoted. Investment performance reflects fee waivers in effect. In the absence of such waivers, total return would be reduced.

Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the portfolio may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 855-TCA-FUND (855-822-3863).

(unaudited)
 
Tortoise 7



 
 
  
 
Tortoise
MLP & Energy Income Fund
 

Basic fund facts

Investment objective: Current income and long-term capital appreciation

Structure: Regulated investment company

Institutional A Class C Class
Ticker           INFIX              INFRX             INFFX   
Gross expense ratio 1.09% 1.34% 2.09%
Redemption fee None None None
Maximum front-end sales load None (1)  5.50% (2)  None (1) 
Maximum deferred sales load None 1.00% (3)  1.00% (4) 

(1) While the Institutional and C Classes have no front-end load, advisory and other expenses still apply.
(2) You may qualify for sales charge discounts if you invest at least $50,000.
(3) No front-end sales charge is payable on A Class investments of $1 million or more, although the fund may impose a Contingent Deferred Sales Charge (“CDSC”) of 1% on certain redemptions made within 18 months of purchase.
(4) The C Class CDSC applies to redemptions made within 12 months of purchase.

Top ten holdings (as of November 30, 2019)

1.     Enbridge Inc.        5.8%
2.   ONEOK, Inc. 5.1%
3.   The Williams Companies, Inc. 4.8%
4.   Magellan Midstream Partners, L.P. 4.7%
5.   PBF Holding Co. LLC / PBF Finance Corp., 7.250%, 06/15/2025 4.7%
6.   Enterprise Products Partners, L.P. 4.6%
7.   Plains GP Holdings, L.P. 4.6%
8.   TC Energy Corporation 4.2%
9.   Energy Transfer LP 4.1%
10.   MPLX LP 4.0%

Targeted investment characteristics

The fund’s targeted investments generally will have the following characteristics:

Securities from across the capital structure and energy value chain
   
Strategic assets that fuel the economy
   
Diversified asset base
   
Limited direct commodity price exposure
   
History of predictable, recurring cash flows
   
Current income through distributions
   
A flexible asset allocation dependent on current market opportunities
   
Experienced management team

Value of $1,000,000 vs. the Alerian MLP Index
Since inception on December 27, 2010 through November 30, 2019

This chart illustrates the performance of a hypothetical $1,000,000 investment made on December 27, 2010 and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The returns reflect fee waivers in effect. In the absence of such waivers, total return would be reduced. The chart assumes reinvestment of capital gains and dividends for a fund and dividends for the index.

The performance data quoted above represents past performance since inception on December 27, 2010 through November 30, 2019. Past performance is no guarantee of future results. The investment return and value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the fund may be obtained through the most recent month-end by calling 855-TCA-FUND (855-822-3863). Future performance may be lower or higher than the performance stated above.

The Alerian MLP Index is the leading gauge of energy infrastructure Master Limited Partnerships (MLPs). The capped, float-adjusted, capitalization-weighted index, whose constituents earn the majority of their cash flow from midstream activities involving energy commodities, is disseminated real-time on a price-return basis (AMZ) and on a total-return basis (AMZX).

(unaudited)
 
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2019 Annual Report | November 30, 2019
 
 
 
 

While the fiscal period was a difficult one for overall returns, the fund benefitted from active management and its ability to invest across the capital structure. All three segments of the fund: MLPs, energy infrastructure equities, and fixed income, outperformed the benchmark. The fixed income portion was the largest contributor to performance. The fund’s allocation to large-cap, diversified c-corp equities also helped drive performance throughout the period.

Our positive outlook for the asset class remains and as fundamentals continue to improve, we are likely to favor an allocation towards equities versus bonds. Our equity holdings continue to be concentrated in higher quality, stable cash flow companies. As the broad sustainability of distributions become more certain, performance should improve for our underlying equity holdings. Bonds issued by energy companies should experience moderate returns moving forward, whereas we believe the equities issued by these same companies remain significantly discounted.

Key asset performance drivers

Top five contributors         Company type         Performance driver
Enbridge Inc. Midstream crude oil pipeline company Anticipated dividend growth of 5-7% in 2020+
Kinder Morgan Inc. Midstream natural gas/natural gas liquids pipeline company Dividend increase of 25% , announced share buyback authorization and attractive multiple Canadian asset sale, exposure to liquefied natural gas (LNG) exports with significant insider buying
ONEOK, Inc. Midstream natural gas/natural gas liquids pipeline company Continued execution of backlog of infrastructure projects with high returns
TC Energy Corporation Midstream natural gas/natural gas liquids pipeline company Asset sales leading to reduced leverage high quality contracted cash flows with large back large back log of infrastructure projects across North America
Phillips 66 Partners LP Midstream refined product pipeline MLP Eliminated incentive distribution rights (IDRs) leading to lower cost of capital

Bottom five contributors         Company type         Performance driver
Equitrans Midstream Corporation Midstream natural gas/natural gas liquids pipeline company Uncertainty around Mountain Valley Pipeline project
Altus Midstream Company Midstream crude oil pipeline company Largest counterparty, Apache, lowered 2019 capital investment
MPLX LP Refined products pipeline company Continued uncertainty regarding organizational structure and parental support combined with north east natural gas gathering & processing exposure
Plains GP Holdings, L.P. Midstream crude oil pipeline company Uncertain crude oil production growth from Permian in 2020 leading to concerns to potential of over build
DCP Midstream, LP Midstream gathering and processing MLP Reduced drilling activity lower commodity prices and negatively impacted non fee-based

(unaudited)
 
Tortoise 9



 
 
   
 
Tortoise
MLP & Energy Income Fund (continued)
 

Total returns (as of November 30, 2019)

Ticker Class 1 year 3 years 5 years Since inception(1) Gross expense ratio
INFIX       Institutional       -0.29%       -3.35%       -5.82%       2.76%                   1.09%            
INFRX A Class (excluding load) -0.41% -3.57% -6.04% 2.53% 1.34%
INFRX A Class (maximum load) -5.89% -5.36% -7.10% 1.88% 1.34%
INFFX C Class (excluding CDSC) -1.30% -4.32% -6.77% 1.84% 2.09%
INFFX C Class (including CDSC) -2.20% -4.32% -6.77% 1.84% 2.09%
Alerian MLP Index(2) -11.00% -5.68% -9.56% 0.45%

(1) Reflects period from fund inception on December 27, 2010 through November 30, 2019. The Institutional Class commenced operations on December 27, 2010, the A Class Shares commenced operation on May 18, 2011 and the C Class Shares commenced operations on April 2, 2012. Performance shown for the A Class and C Class prior to the inception of the A Class Shares and C Class Shares is based on the performance of the Institutional Class Shares, adjusted for the higher expenses applicable to the A Class Shares and the C Class Shares, respectively.
(2) The Alerian MLP Index is the leading gauge of energy infrastructure Master Limited Partnerships (MLPs). The capped, float-adjusted, capitalization-weighted index, whose constituents earn the majority of their cash flow from midstream activities involving energy commodities, is disseminated real-time on a price return basis (AMZ) and on a total-return basis (AMZX).

Note: For periods over 1 year, performance reflected is for the average annual returns. Performance data shown for the A Class (maximum load) reflects a sales charge of 5.50%. Performance data shown “excluding load” does not reflect the deduction of the maximum sales load. Performance data shown for the C Class (including CDSC) reflects a contingent deferred sales charge (“CDSC”) of 1% for the first 12 months of investment. Performance data shown “excluding CDSC” does not reflect the deduction of the CDSC. If reflected, the load and CDSC would reduce the performance quoted. Investment performance reflects fee waivers in effect. In the absence of such waivers, total return would be reduced.

Fund statistics (as of November 30, 2019)

      1 year       3 years       5 years       Since inception
Volatility* (Institutional Shares) 13.63% 13.80% 18.48% 15.65%
Volatility* (Alerian MLP Index) 18.89% 18.05% 25.14% 21.40%
Correlation (Institutional Shares) to Index 0.94 0.94 0.94 0.93

* Standard deviation measures the dispersion of a set of data from its mean. Standard deviation is annualized based on daily total returns and indicates the volatility of a fund’s total returns. In general, the higher the standard deviation, the greater the volatility of return.







Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the portfolio may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 855-TCA-FUND (855-822-3863).

(unaudited)
 
10 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Tortoise
MLP & Energy Infrastructure Fund
 

Basic fund facts

Investment objective: Current income and long-term capital appreciation

Structure: Regulated investment company

      Institutional
Ticker       MLPPX      
Gross expense ratio 0.91%
Redemption fee None
Maximum front-end sales load None (1)
Maximum deferred sales load None

(1) While the Institutional Class has no front-end load, advisory and other expenses still apply.

Top ten holdings (as of November 30, 2019)

1. Enbridge Inc.       6.0%
2. ONEOK, Inc. 5.2%
3. The Williams Companies, Inc. 5.0%
4. Plains GP Holdings, L.P. 4.7%
5.  PBF Holding Co. LLC / PBF Finance Corp., 
      7.250%, 06/15/2025
4.6%
6. Magellan Midstream Partners, L.P. 4.5%
7. Enterprise Products Partners, L.P. 4.5%
8. TC Energy Corporation 4.3%
9. MPLX LP 4.2%
10. Cheniere Energy, Inc. 4.2%

Targeted investment characteristics

The fund’s targeted investments generally will have the following characteristics:

Securities from across the capital structure and energy value chain

Strategic assets that fuel the economy
Diversified asset base
Limited direct commodity price exposure
History of predictable, recurring cash flows
Current income through distributions
A flexible asset allocation dependent on current market opportunities
Experienced management team

Value of $5,000,000 vs. the Alerian MLP Index
Since inception on September 9, 2010 through November 30, 2019

This chart illustrates the performance of a hypothetical $5,000,000 investment made on September 9, 2010 and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The returns reflect fee waivers in effect. In the absence of such waivers, total return would be reduced. The chart assumes reinvestment of capital gains and dividends for a fund and dividends for the index.

The performance data quoted above represents past performance since September 9, 2010 through November 30, 2019. Past performance is no guarantee of future results. The investment return and value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the fund may be obtained through the most recent month-end by calling 855-TCA-FUND (855-822-3863). Future performance may be lower or higher than the performance stated above.

The Alerian MLP Index is the leading gauge of energy infrastructure Master Limited Partnerships (MLPs). The capped, float-adjusted, capitalization-weighted index, whose constituents earn the majority of their cash flow from midstream activities involving energy commodities, is disseminated real-time on a price-return basis (AMZ) and on a total-return basis (AMZX).

(unaudited)
 
Tortoise 11



 
 
   
 
Tortoise
MLP & Energy Infrastructure Fund (continued)
 

While the fiscal period was a difficult one for overall returns, the fund benefitted from active management and its ability to invest across the capital structure. All three segments of the fund, MLPs, energy infrastructure equities, and fixed income, outperformed the benchmark. The fixed income portion was the largest contributor to performance. The fund’s allocation to large-cap, diversified c-corp equity securities helped drive performance throughout the period.

Our positive outlook for the asset class remains and as fundamentals continue to improve, we are likely to favor an allocation towards equities versus bonds. Our equity holdings continue to be concentrated in higher quality, stable cash flow companies. As the broad sustainability of distributions become more certain, performance should improve for our underlying equity holdings. Bonds issued by energy companies should experience moderate returns moving forward, whereas we believe the equities issued by these same companies remain significantly discounted.

Key asset performance drivers

Top five contributors         Company type         Performance driver
Kinder Morgan Inc. Midstream natural gas/natural gas liquids pipeline company Dividend increase of 25% , announced share buyback authorization and attractive multiple Canadian asset sale, exposure to liquefied natural gas (LNG) exports with significant insider buying
Enbridge Inc. Midstream crude oil pipeline company Anticipated dividend growth of 5-7% in 2020+
TC Energy Corporation Midstream natural gas/natural gas liquids pipeline company Asset sales leading to reduced leverage high quality contracted cash flows with large back large back log of infrastructure projects across North America
ONEOK, Inc. Midstream natural gas/natural gas liquids pipeline company Continued execution of backlog of infrastructure projects with high returns
Phillips 66 Partners LP Midstream refined product pipeline MLP Eliminated incentive distribution rights (IDRs) leading to lower cost of capital

Bottom five contributors         Company type         Performance driver
Equitrans Midstream Corporation Midstream natural gas/natural gas liquids pipeline company Uncertainty around Mountain Valley Pipeline project
MPLX LP Refined products pipeline company Continued uncertainty regarding organizational structure and parental support combined with north east natural gas gathering & processing exposure
Altus Midstream Company Midstream crude oil pipeline company Largest counterparty, Apache, lowered 2019 capital investment
Plains GP Holdings, L.P. Midstream crude oil pipeline company Uncertain crude oil production growth from Permian in 2020 leading to concerns to potential of over build
DCP Midstream LP Midstream gathering and processing MLP Reduced drilling activity lower commodity prices and negatively impacted non fee-based contracts

(unaudited)
 
12 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
 
 
 

Total returns (as of November 30, 2019)

Ticker Class 1 year 3 years 5 years Since inception(1) Gross expense ratio
MLPPX       Institutional       -0.83%       -3.58%       -6.68%       3.18%                   0.91%            
Alerian MLP Index(2) -11.00% -5.68% -9.56% 1.53%

(1) Reflects period from fund inception on September 9, 2010 through November 30, 2019.
(2) The Alerian MLP Index is the leading gauge of energy infrastructure Master Limited Partnerships (MLPs). The capped, float-adjusted, capitalization-weighted index, whose constituents earn the majority of their cash flow from midstream activities involving energy commodities, is disseminated real-time on a price-return basis (AMZ) and on a total-return basis (AMZX).

Fund statistics (as of November 30, 2019)

      1 year       3 years       5 years       Since inception
Volatility* (Institutional Shares) 13.46% 13.67% 19.03% 15.83%
Volatility* (Alerian MLP Index) 18.89% 18.05% 25.14% 21.11%
Correlation (Institutional Shares) to Index 0.95 0.94 0.94 0.93

* Standard deviation measures the dispersion of a set of data from its mean. Standard deviation is annualized based on daily total returns and indicates the volatility of a fund’s total returns. In general, the higher the standard deviation, the greater the volatility of return.







Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the portfolio may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 855-TCA-FUND (855-822-3863).

(unaudited)
 
Tortoise 13



 
 
 
 
Tortoise
Select Opportunity Fund
 

Basic fund facts

Investment objective: Total return

Structure: Regulated investment company

      Institutional       A Class       C Class
Ticker     TOPIX TOPTX TOPCX
Net expense ratio(1) 1.10% 1.35% 2.10%
Redemption fee None None None
Maximum front-end
sales load
None (2)  5.50% (3)  None (2) 
Maximum deferred
sales load
None None (4)  1.00% (5) 

(1) Tortoise has contractually agreed to limit total operating expenses (excluding acquired fund fees and expenses, brokerage commissions, leverage/borrowing interest, interest expense, taxes and extraordinary expenses) through 3/31/2020. Reimbursed expenses may be recouped for a period of thirty-six months if such recoupment can be achieved without exceeding these expense limits.
(2) While the Institutional and C Classes have no front-end load, advisory and other expenses still apply.
(3) You may qualify for sales charge discounts if you invest at least $50,000.
(4) No front-end sales charge is payable on A Class investments of $1 million or more, although the fund may impose a Contingent Deferred Sales Charge (“CDSC”) of 1% on certain redemptions made within 12 months of purchase.
(5) The C Class CDSC applies to redemptions made within 12 months of purchase.

Top ten holdings (as of November 30, 2019)

1.     Cheniere Energy, Inc.       7.5%
2. Marathon Petroleum Corporation 6.7%
3. NextEra Energy, Inc. 5.9%
4. ConocoPhillips 5.5%
5. Sempra Energy 5.4%
6. Phillips 66 5.1%
7. Royal Dutch Shell - PLC 5.0%
8. Enel SpA 3.6%
9. TC Energy Corporation 3.1%
10. Enterprise Products Partners L.P. 3.0%

Targeted investment characteristics

The fund’s targeted investments generally will have the following characteristics:

15 – 40 holdings across energy value chain
   
Sector ranges will vary over time based on targeted catalyst and trend exposure
   
Value chain segment and company specific exposure will fluctuate based on areas of highest conviction

Value of $1,000,000 vs. S&P 500® Index
Since inception on September 30, 2013 through November 30, 2019

This chart illustrates the performance of a hypothetical $1,000,000 investment made on September 30, 2013 and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The returns reflect fee waivers in effect. In the absence of such waivers, total return would be reduced. The chart assumes reinvestment of capital gains and dividends for a fund and dividends for the index.

The performance data quoted above represents past performance since inception on September 30, 2013 through November 30, 2019. Past performance is no guarantee of future results. The investment return and value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the fund may be obtained through the most recent month-end by calling 855-TCA-FUND (855-822-3863). Future performance may be lower or higher than the performance stated above.

The S&P 500® Index is an unmanaged market-value weighted index of stocks, which is widely regarded as the standard for measuring large-cap U.S. stock market performance. Returns include reinvested dividends. You cannot invest directly in an index.

The S&P Energy Select Sector® Index is a modified market capitalization-based index of S&P 500 companies in the energy sector that develop and produce crude oil and natural gas and provide drilling and other energy related services. Returns include reinvested dividends. You cannot invest directly in an index.

(unaudited)
 
14 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
 
 
 

Performance was negative for the year as relatively high capital expenditures, corporate structure evolution, and increasing counterparty risk offset growing energy production, improved balance sheets and visibility to more return of capital to shareholders. Midstream energy returns were bifurcated with C-Corp pipelines in positive territory and MLPs negative as there was strong tax loss selling within MLPs during the month of November. In the fund, larger cap, higher quality, stable cash flow long-haul pipelines outperformed midstream companies focused on gathering and processing.

Our positive outlook for midstream remains as energy production growth continues and more capital is returned to shareholders. Our focus continues to be on midstream companies best positioned for continued growth in areas with the strongest production growth (supply push) as well exposure to growing export markets and products (demand pull) within the North American energy value chain.

Key asset performance drivers

Top five contributors         Company type         Performance driver
Nextera Energy, Inc. Integrated infrastructure Highly visible growth from renewable buildout
Anadarko Petroleum Corporation Upstream oil and natural gas producer Occidental Petroleum offered premium to acquire all of the outstanding shares
Phillips 66 Downstream refiner Diversified business mix with large backlog of growth projects leading to high returns on capital employed
Valero Energy Corporation Downstream refiner Increased exports and International Maritime Organization (IMO) exposure and margin capture leading to improved earnings outlook
ONEOK, Inc Midstream natural gas/natural gas liquids pipeline company Continued execution of backlog of infrastructure projects with high returns
Bottom five contributors Company type Performance driver
Equitrans Midstream Corp. Midstream natural gas/natural gas liquids pipeline company Uncertainty around Mountain Valley Pipeline project
Concho Resources Inc. Upstream liquids producer Unexpected operational challenge tied to well spacing raised concerns about future growth
Diamondback Energy, Inc. Upstream oil and natural gas producer Operational miss combined with lower oil prices and lower growth
EOG Resources, Inc. Upstream liquids producer Negative investor sentiment surrounding exploration and production (E&P) companies given low price commodity environment
ConocoPillips Upstream natural gas producer Low absolute natural gas prices caused concerns for growth outlook of Marcellus producers

(unaudited)
 
Tortoise 15



 
 
 
 
Tortoise
Select Opportunity Fund (continued)
 

Total returns (as of November 30, 2019)

Ticker       Class       1 year       3 years       5 years       Since inception(1)       Gross expense ratio
TOPIX Institutional -7.83% -9.55% -5.18%          -4.15%                    1.40%          
TOPTX A Class (excluding load)(2) -8.00% -9.76% -5.44% -4.40% 1.70%
TOPTX A Class (maximum load)(2) -13.04% -11.44% -6.51% -5.27% 1.70%
TOPCX C Class (excluding CDSC) -8.66% -10.44% -6.12% -5.09% 2.44%
TOPCX C Class (including CDSC) -9.58% -10.44% -6.12% -5.09% 2.44%
S&P 500® Index(3) 16.11% 14.88% 10.98% 12.96%
S&P Energy Select
Sector® Index(4)
-7.67% -4.49% -2.95% -2.67%

(1) Reflects period from fund inception on September 30, 2013 through November 30, 2019.
(2) Prior to March 30, 2019, A Class Shares were known as Investor Class Shares.
(3) The S&P 500® Index is an unmanaged market-value weighted index of stocks, which is widely regarded as the standard for measuring large-cap U.S. stock market performance. Returns include reinvested dividends. You cannot invest directly in an index.
(4) The S&P Energy Select Sector® Index is a modified market capitalization-based index of S&P 500 companies in the energy sector that develop and produce crude oil and natural gas and provide drilling and other energy related services. Returns include reinvested dividends. You cannot invest directly in an index.

Note: For periods over 1 year, performance reflected is for the average annual returns. Performance data shown for the A Class (maximum load) reflects a sales charge of 5.50%. Performance data shown “excluding load” does not reflect the deduction of the maximum sales load. Performance data shown for the C Class (including CDSC) reflects a contingent deferred sales charge (“CDSC”) of 1% for the first 12 months of investment. Performance data shown “excluding CDSC” does not reflect the deduction of the CDSC. If reflected, the load and CDSC would reduce the performance quoted. Investment performance reflects fee waivers in effect. In the absence of such waivers, total return would be reduced.

Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the portfolio may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 855-TCA-FUND (855-822-3863).

(unaudited)
 
16 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
 
 
 

Mutual fund investing involves risk. Principal loss is possible. The funds are non-diversified, meaning they may concentrate their assets in fewer individual holdings than a diversified fund. Therefore, the funds are more exposed to individual stock volatility than diversified funds. Investing in specific sectors such as North American energy may involve greater risk and volatility than less concentrated investments. Risks include, but are not limited to, risks associated with energy investments, including upstream energy companies, midstream companies, downstream companies, energy company beneficiaries, master limited partnerships (MLPs), MLP affiliates, commodity price volatility, supply and demand, regulatory, environmental, operating, capital markets, terrorism, natural disaster and climate change risks. The tax benefits received by an investor investing in the funds differ from that of a direct investment in an MLP by an investor. The value of the funds’ investments in an MLP will depend largely on the MLP’s treatment as a partnership for U.S. federal income tax purposes. If the MLP is deemed to be a corporation then its income would be subject to federal taxation, reducing the amount of cash available for distribution to the funds which could result in a reduction of the funds’ values. Investments in foreign companies involve risk not ordinarily associated with investments in securities and instruments of U.S. issuers, including risks related to political, social and economic developments abroad, differences between U.S. and foreign regulatory and accounting requirements, tax risk and market practices, as well as fluctuations in foreign currencies. The funds invest in large, small and mid-cap companies, which involve additional risks such as limited liquidity and greater volatility than larger companies. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investment in lower-rated and non-rated securities presents a greater risk of loss to principal and interest than higher-rated securities. The funds may also write call options which may limit the funds’ abilities to profit from increases in the market value of a security, but cause it to retain the risk of loss should the price of the security decline. Some funds may invest in other derivatives including options, futures and swap agreements, which can be highly volatile, illiquid and difficult to value, and changes in the value of a derivative held by the funds may not correlate with the underlying instrument or the fund’s other investments and can include additional risks such as liquidity risk, leverage risk and counterparty risk that are possibly greater than risks associated with investing directly in the underlying investments. Some funds may engage in short sales and in doing so are subject to the risk that they may not always be able to borrow a security, or close out a short position at a particular time or at an acceptable price.

Nothing contained on this communication constitutes tax, legal, or investment advice. Investors must consult their tax advisor or legal counsel for advice and information concerning their particular situation.

This report reflects our views and opinions as of the date herein, which are subject to change at any time based on market and other conditions. We disclaim any responsibility to update these views. The views should not be relied on as investment advice or an indication of trading intent on behalf of the funds.

Fund holdings and allocations are subject to change at any time and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the fund’s Schedule of Investments in this report.

(unaudited)
 
Tortoise 17



 
 
 
 
 
 
 

Expense example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2019 – November 30, 2019).

Actual expenses

For each class, the first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

For each class, the second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Tortoise MLP & Pipeline Fund
Beginning Ending Expenses Paid
Account Value Account Value During Period(1)
      (06/01/2019)       (11/30/2019)       (06/01/2019 – 11/30/2019)
Institutional Class Actual(2)     $   1,000.00         $ 939.60                  $   4.52             
Institutional Class Hypothetical (5% annual return before expenses) $ 1,000.00 $  1,020.41 $ 4.71
A Class Actual(2) $ 1,000.00 $ 938.30 $ 5.73
A Class Hypothetical (5% annual return before expenses) $ 1,000.00 $ 1,019.15 $ 5.97
C Class Actual(2) $ 1,000.00 $ 934.80 $ 9.36
C Class Hypothetical (5% annual return before expenses) $ 1,000.00 $ 1,015.39 $ 9.75

(1) Expenses are equal to the Fund’s annualized expense ratio for the most recent six-month period of 0.93%, 1.18%, and 1.93% for the Institutional Class, A Class and C Class, respectively, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.
(2) Based on the actual returns for the six-month period ended November 30, 2019 of -6.04%, -6.17% and -6.52% for the Institutional Class, A Class and C Class, respectively.

(unaudited)
 
18 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
 
 
 

Tortoise MLP & Energy Income Fund

Beginning Ending Expenses Paid
Account Value Account Value During Period(1)
      (06/01/2019)       (11/30/2019)       (06/01/2019 – 11/30/2019)
Institutional Class Actual(2)     1,000.00         962.50                 5.76            
Institutional Class Hypothetical (5% annual return before expenses) $ 1,000.00 $ 1,019.20 $ 5.92
A Class Actual(2) $ 1,000.00 $ 961.10 $ 6.98
A Class Hypothetical (5% annual return before expenses) $ 1,000.00 $ 1,017.95 $ 7.18
C Class Actual(2) $ 1,000.00 $ 957.60 $ 10.65
C Class Hypothetical (5% annual return before expenses) $ 1,000.00 $ 1,014.19 $ 10.96

(1) Expenses are equal to the Fund’s annualized expense ratio for the most recent six-month period of 1.17%, 1.42%, and 2.17% for the Institutional Class, A Class and C Class, respectively, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.
(2) Based on the actual returns for the six-month period ended November 30, 2019 of -3.75%, -3.89% and -4.24% for the Institutional Class, A Class and C Class, respectively.

Tortoise MLP & Energy Infrastructure Fund

Beginning Ending Expenses Paid
Account Value Account Value During Period(1)
      (06/01/2019)       (11/30/2019)       (06/01/2019 – 11/30/2019)
Institutional Class Actual(2)     1,000.00         951.30                  4.99             
Institutional Class Hypothetical (5% annual return before expenses) $ 1,000.00 $ 1,019.95 $ 5.16

(1) Expenses are equal to the Fund’s annualized expense ratio for the most recent six-month period of 1.02%, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.
(2) Based on the actual returns for the six-month period ended November 30, 2019 of -4.87%.

Tortoise Select Opportunity Fund

Beginning Ending Expenses Paid
Account Value Account Value During Period(1)
      (06/01/2019)       (11/30/2019)       (06/01/2019 – 11/30/2019)
Institutional Class Actual(2)     1,000.00         998.70                 5.51            
Institutional Class Hypothetical (5% annual return before expenses) $ 1,000.00 $ 1,019.55 $ 5.57
A Class Actual(2) $ 1,000.00 $ 997.30 $ 6.76
A Class Hypothetical (5% annual return before expenses) $ 1,000.00 $ 1,018.30 $ 6.83
C Class Actual(2) $ 1,000.00 $ 994.50 $ 10.50
C Class Hypothetical (5% annual return before expenses) $ 1,000.00 $ 1,014.54 $ 10.61

(1) Expenses are equal to the Fund’s annualized expense ratio for the most recent six-month period of 1.10%, 1.35%, and 2.10% for the Institutional Class, A Class and C Class, respectively, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.
(2) Based on the actual returns for the six-month period ended November 30, 2019 of -0.13%, -0.27% and -0.55% for the Institutional Class, A Class and C Class, respectively.

(unaudited)
 
Tortoise 19



 
 
  
 
Tortoise MLP & Pipeline Fund
Schedule of Investments
November 30, 2019

 
              Shares       Fair Value
Common Stock — 77.4%(1)
 
Canadian Crude Oil Pipelines — 13.0%(1)
Enbridge Inc. 4,846,937 $ 184,183,606
Inter Pipeline Ltd. 7,163,274 118,641,894
Pembina Pipeline Corporation 5,238,930 182,926,729
485,752,229
 
Canadian Natural Gas/Natural Gas Liquids Pipelines — 10.5%(1)
Keyera Corp. 4,541,038 110,799,549
TC Energy Corporation 5,564,975 283,424,177
394,223,726
 
Monaco Marine Transportation — 0.2%(1)    
GasLog Partners LP 445,939 6,488,413
 
United States Crude Oil Pipelines — 4.0%(1)    
Plains GP Holdings, L.P. 8,603,956 150,311,111
 
United States Diversified Infrastructure — 5.3%(1)    
NextEra Energy, Inc. 346,676 81,059,782
Sempra Energy 791,174 116,516,195
197,575,977
 
United States Natural Gas Gathering/Processing — 10.5%(1)
Antero Midstream Corporation 9,790,575 44,840,833
EnLink Midstream, LLC 5,667,325 26,919,794
Equitrans Midstream Corporation 7,111,618 70,902,831
Rattler Midstream LP 1,304,255 20,750,697
Targa Resources Corp. 6,191,552 226,177,395
389,591,550
 
United States Natural Gas/Natural Gas Liquids Pipelines — 33.9%(1)
Altus Midstream Company(2) 3,195,575 6,167,460
Cheniere Energy, Inc.(2) 4,822,212 291,936,715
Kinder Morgan, Inc. 15,649,397 306,884,675
ONEOK, Inc. 4,466,541 317,347,738
Tallgrass Energy LP 2,473,363 44,297,931
The Williams Companies, Inc. 13,215,832 300,263,703
1,266,898,222
Total Common Stock
       (Cost $2,970,413,707) 2,890,841,228
 
Master Limited Partnerships — 22.2%(1)
 
United States Crude Oil Pipelines — 3.7%(1)
BP Midstream Partners LP 1,426,079 20,820,754
PBF Logistics LP 790,574 16,167,238
Shell Midstream Partners, L.P. 5,142,255 101,096,733
  138,084,725
 
United States Natural Gas Gathering/Processing — 1.9%(1)
CNX Midstream Partners LP 593,902 8,611,579
EQM Midstream Partners LP 331,220 7,674,367
Noble Midstream Partners LP(3) 470,050 9,133,072
Western Midstream Partners, LP 2,577,536 45,699,713
  71,118,731
 
United States Natural Gas/Natural Gas Liquids Pipelines — 8.6%(1)
Energy Transfer LP 13,718,861 162,019,748
Enterprise Products Partners L.P. 5,959,446 156,852,619
321,872,367
 
United States Other — 0.1%(1)
Westlake Chemical Partners LP 205,381 4,557,404
 
United States Refined Product Pipelines — 7.9%(1)
Holly Energy Partners LP 851,706 19,044,146
Magellan Midstream Partners, L.P. 1,619,353 94,683,570
MPLX LP 4,458,093 105,433,900
Phillips 66 Partners LP 1,386,196 77,252,703
296,414,319
Total Master Limited Partnerships
       (Cost $887,247,202) 829,047,546
 
Short-Term Investment — 0.0%(1)
 
United States Investment Company — 0.0%(1)
First American Government Obligations Fund,
       Class X, 1.56%(4)
       (Cost $702) 702 702
 
Total Investments — 99.6%(1)
       (Cost $3,857,661,611) 3,719,889,476
Other Assets in Excess of
       Liabilities, Net — 0.4%(1) 14,330,759
Total Net Assets — 100.0%(1) $ 3,734,220,235

(1) Calculated as a percentage of net assets.
(2) Non-income producing security.
(3) Security is restricted from resale, considered illiquid and classified as a Level 2 security in the fair value hierarchy. Restricted securities have been fair valued in accordance with procedures approved by the Board of Trustees and have a total fair value of $9,133,072 which represents 0.2% of net assets. See Note 2 in Notes to the Financial Statements for further disclosure.
(4) Rate indicated is the current yield as of November 30, 2019.

See accompanying Notes to Financial Statements.
 
20 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Tortoise MLP & Energy Income Fund
Schedule of Investments
November 30, 2019

 
        Principal
      Amount/Shares       Fair Value
Common Stock — 42.4%(1)
 
Canadian Crude Oil Pipelines — 5.6%(1)
Enbridge Inc. 1,057,963 $ 40,202,594
 
Canadian Natural Gas Pipelines — 4.0%(1)
TC Energy Corporation 566,005 28,826,635
 
United States Crude Oil Pipelines — 4.4%(1)
Plains GP Holdings L.P. 1,812,645 31,666,908
 
United States Gathering and Processing — 1.6%(1)
EnLink Midstream, LLC 624,951 2,968,517
Targa Resources Corp.(2) 229,304 8,376,475
11,344,992
 
United States Natural Gas Pipelines — 20.8%(1)
Altus Midstream Company(3) 1,085,500 2,095,015
Cheniere Energy, Inc.(2)(3) 460,485 27,877,762
Kinder Morgan, Inc. 1,412,933 27,707,616
ONEOK, Inc.(2) 495,564 35,209,823
Tallgrass Energy LP 1,315,577 23,561,984
The Williams Companies, Inc.(2) 1,477,172 33,561,348
150,013,548
 
United States Power — 1.4%(1)
NextEra Energy Partners LP 190,277 10,109,417
 
United States Refining — 4.6%(1)
Marathon Petroleum Corporation(2) 264,410 16,033,822
Valero Energy Corporation(2) 178,875 17,080,774
33,114,596
Total Common Stock
       (Cost $333,974,726) 305,278,690
 
Corporate Bonds — 29.5%(1)
 
Canadian Natural Gas Pipelines — 2.8%(1)
Rockpoint Gas Storage Canada Ltd.
       7.000%, 03/31/2023(4) $ 19,950,000 20,033,092
 
Marshall Island Marine Transportation — 2.0%(1)
Teekay Corporation
       9.250%, 11/15/2022(4) 2,500,000 2,619,530
Teekay Offshore Partners LP / Teekay
       Offshore Finance Corp.
       8.500%, 07/15/2023(4) 11,550,000 11,583,668
14,203,198
 
United States Crude Oil Pipelines — 3.4%(1)
SemGroup Corp. / Rose Rock
       Finance Corp.
       5.625%, 11/15/2023 6,390,000 6,568,377
SemGroup Corporation
       7.250%, 03/15/2026 7,125,000 7,837,678
       7.250%, 03/15/2026(4) 9,150,000 10,065,229
24,471,284
 
Principal Amount
United States Gathering and Processing — 10.1%(1)
Antero Midstream Partners LP /
       Antero Midstream Finance Corp.
       5.750%, 03/01/2027(4) $ 9,050,000 7,172,351
Blue Racer Midstream LLC / Blue
       Racer Finance Corp.
       6.125%, 11/15/2022(4) 19,125,000 17,302,263
EnLink Midstream, LLC
       5.375%, 06/01/2029 9,895,000 8,406,025
EnLink Midstream Partners, LP
       4.850%, 07/15/2026 16,400,000 14,536,509
Hess Infrastructure Partners LP / Hess
       Infrastructure Partners Finance Corp.
       5.625%, 02/15/2026(4) 8,750,000 9,120,322
Targa Resources Partners LP / Targa
       Resources Partners Finance Corp.
       6.750%, 03/15/2024 4,475,000 4,659,549
       6.500%, 07/15/2027(4) 10,875,000 11,626,327
  72,823,346
United States Natural Gas Pipelines — 4.9%(1)
NGPL Pipeco LLC
       4.875%, 08/15/2027(4) 1,100,000 1,167,507
       7.768%, 12/15/2037(4) 16,250,000 20,817,330
ONEOK, Inc.
       4.550%, 07/15/2028 6,125,000 6,632,127
Tallgrass Energy Partners LP /
       Tallgrass Energy Finance Corp.
       5.500%, 01/15/2028(4) 3,825,000 3,547,085
The Williams Companies, Inc.
       3.750%, 06/15/2027 3,200,000 3,278,900
  35,442,949
United States Oil Field Services — 1.9%(1)
Archrock Partners LP / Archrock
       Partners Finance Corp.
       6.000%, 10/01/2022 1,575,000 1,583,366
       6.875%, 04/01/2027(4) 11,725,000 12,099,350
  13,682,716
United States Refining — 4.4%(1)
PBF Holding Co. LLC / PBF
       Finance Corp.
       7.250%, 06/15/2025 30,400,000 32,223,696
Total Corporate Bonds
       (Cost $210,802,481) 212,880,281

See accompanying Notes to Financial Statements.
 
Tortoise 21



 
 
  
 
Tortoise MLP & Energy Income Fund
Schedule of Investments (continued)
November 30, 2019

       
      Shares       Fair Value
Master Limited Partnerships — 24.2%(1)
 
United States Crude Oil Pipelines — 0.2%(1)
PBF Logistics LP 86,036 $ 1,759,436
 
United States Gathering and Processing — 1.9%(1)
Noble Midstream Partners LP(5) 704,234 13,683,267
 
United States Natural Gas Pipelines — 9.8%(1)
DCP Midstream, LP 508,412 10,732,577
Energy Transfer LP 2,382,112 28,132,742
Enterprise Products Partners, L.P. 1,209,715 31,839,699
70,705,018
 
United States Refined Product Pipelines — 12.3%(1)
Magellan Midstream Partners, L.P. 560,650 32,781,205
MPLX LP 1,182,541 27,967,095
Phillips 66 Partners LP 496,720 27,682,206
88,430,506
Total Master Limited Partnerships
       (Cost $183,351,160) 174,578,227
 
Short-Term Investments — 2.9%(1)
 
United States Investment Companies — 2.9%(1)
Fidelity Investments Treasury Portfolio,
       Institutional Class, 1.53%(6) 823,447 823,447
First American Government
       Obligations Fund,
       Class X, 1.56%(6) 19,781,964 19,781,964
       (Cost $20,605,411) 20,605,411
 
Total Investments — 99.0%(1)
       (Cost $748,733,778) 713,342,609
Other Assets in Excess of
       Liabilities, Net — 1.0%(1) 7,424,116
Total Net Assets — 100.0%(1) $ 720,766,725

(1) Calculated as a percentage of net assets.
(2) Security segregated as cover for open written option contracts.
(3) Non-income producing security.
(4) Security purchased within the terms of a private placement memorandum, except from registration under Rule 144A of the Securities Act 0f 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional buyers.” As of November 30, 2019, the value of this investment was $127,154,054 or 17.6% of total net assets.
(5) Security is restricted from resale, considered illiquid and classified as a Level 2 security in the fair value hierarchy. Restricted securities have been fair valued in accordance with procedures approved by the Board of Trustees and have a total fair value of $13,683,267 which represents 1.9% of net assets. See Note 2 in the Notes to the Financial Statements for further disclosure.
(6) Rate indicated is the current yield as of November 30, 2019.

Schedule of Options Written
November 30, 2019

Contracts Notional Exercise
Description       Call/Put       Written       Expiration Date       Amount       Price       Fair Value
Cheniere Energy, Inc. Call    3,476    December 2019 $ 21,043,704    $ 70    $ (20,856)
Marathon Petroleum Corporation Call 2,644 January 2020 16,033,216 80 (11,898)
ONEOK, Inc. Call 2,920 January 2020 20,746,600 75 (167,900)
Targa Resources Corp. Call 747 January 2020 2,728,791 40 (41,085)
Targa Resources Corp. Call 400 January 2020 1,461,200 41 (15,000)
Valero Energy Corporation Call 1,788 January 2020 17,073,612 110 (30,396)
The Williams Companies, Inc. Call 7,422 January 2020 16,862,784 26 (25,977)
$ (313,112)

See accompanying Notes to Financial Statements.
 
22 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Tortoise MLP & Energy Infrastructure Fund
Schedule of Investments
November 30, 2019

       
Principal
      Amount/Shares       Fair Value
Common Stock — 43.5%(1)
 
Canadian Crude Oil Pipelines — 5.8%(1)
Enbridge Inc. 115,159 $ 4,376,042
 
Canadian Natural Gas Pipelines — 4.2%(1)
TC Energy Corporation 62,255 3,170,647
 
United States Crude Oil Pipelines — 4.5%(1)
Plains GP Holdings LP 197,815 3,455,828
 
United States Gathering and Processing — 1.6%(1)
EnLink Midstream, LLC 68,020 323,095
Targa Resources Corp.(2) 25,001 913,287
1,236,382
 
United States Natural Gas Pipelines — 21.2%(1)
Altus Midstream Company(3) 67,255 129,802
Cheniere Energy, Inc.(2)(3) 50,385 3,050,308
Kinder Morgan, Inc. 144,155 2,826,879
ONEOK, Inc.(2) 54,136 3,846,363
Tallgrass Energy LP 143,756 2,574,670
The Williams Companies, Inc.(2) 161,471 3,668,621
16,096,643
 
United States Power — 1.4%(1)
NextEra Energy Partners LP 20,748 1,102,341
United States Refining — 4.8%(1)
Marathon Petroleum Corporation(2) 28,890 1,751,890
Valero Energy Corporation(2) 19,570 1,868,739
3,620,629
Total Common Stock
       (Cost $39,689,808) 33,058,512
 
Corporate Bonds — 28.8%(1)
 
Canadian Natural Gas Pipelines — 2.8%(1)
Rockpoint Gas Storage Canada Ltd.
       7.000%, 03/31/2023(4) $ 2,075,000 2,083,642
 
Marshall Island Marine Transportation — 1.8%(1)
Teekay Corporation
       9.250%, 11/15/2022(4) 200,000 209,563
Teekay Offshore Partners LP / Teekay
       Offshore Finance Corp.
       8.500%, 07/15/2023(4) 1,150,000 1,153,352
1,362,915
 
United States Crude Oil Pipelines — 3.4%(1)
SemGroup Corp. / Rose Rock
       Finance Corp.
       5.625%, 11/15/2023 510,000 524,237
SemGroup Corporation
       7.250%, 03/15/2026(4) 1,850,000 2,035,046
2,559,283
 
  Principal Amount
United States Gathering and Processing — 9.8%(1)
Antero Midstream Partners LP / Antero
       Midstream Finance Corp.
       5.750%, 03/01/2027(4) $ 850,000 673,646
Blue Racer Midstream LLC / Blue
       Racer Finance Corp.
       6.125%, 11/15/2022(4) 2,000,000 1,809,387
EnLink Midstream, LLC
       5.375%, 06/01/2029 1,000,000 849,523
EnLink Midstream Partners, LP
       4.850%, 07/15/2026 1,650,000 1,462,515
Hess Infrastructure Partners LP / Hess
       Infrastructure Partners Finance Corp.
       5.625%, 02/15/2026(4) 950,000 990,206
Targa Resources Partners LP / Targa
       Resources Partners Finance Corp.
       6.750%, 03/15/2024 388,000 404,001
       6.500%, 07/15/2027(4) 1,187,000 1,269,007
7,458,285
 
United States Natural Gas Pipelines — 4.8%(1)
NGPL Pipeco LLC
       4.875%, 08/15/2027(4) 300,000 318,411
       7.768%, 12/15/2037(4) 1,575,000 2,017,680
ONEOK, Inc.
       4.550%, 07/15/2028 600,000 649,678
Tallgrass Energy Partners LP /
       Tallgrass Energy Finance Corp.
       5.500%, 01/15/2028(4) 425,000 394,120
The Williams Companies, Inc.
       3.750%, 06/15/2027 275,000 281,781
3,661,670
 
United States Oil Field Services — 1.8%(1)
Archrock Partners LP / Archrock
       Partners Finance Corp.
       6.000%, 10/01/2022 100,000 100,531
       6.875%, 04/01/2027(4) 1,225,000 1,264,111
1,364,642
 
United States Refining — 4.4%(1)
PBF Holding Co. LLC / PBF
       Finance Corp.
       7.250%, 06/15/2025 3,175,000 3,365,468
Total Corporate Bonds
       (Cost $21,614,696) 21,855,905

See accompanying Notes to Financial Statements.
 
Tortoise 23



 
 
 
 
Tortoise MLP & Energy Infrastructure Fund
Schedule of Investments (continued)
November 30, 2019
 

Shares Fair Value
Master Limited Partnerships — 24.4%(1)            
 
United States Crude Oil Pipelines — 0.3%(1)
PBF Logistics LP 9,454 $ 193,334
 
United States Natural Gas Gathering/Processing — 1.9%(1)
Noble Midstream Partners LP(5) 74,470 1,446,952
 
United States Natural Gas Pipelines — 9.8%(1)
DCP Midstream, LP 55,023 1,161,535
Energy Transfer LP 252,983 2,987,729
Enterprise Products Partners, L.P. 124,945 3,288,553
7,437,817
 
United States Refined Product Pipelines — 12.4%(1)
Magellan Midstream Partners, L.P. 57,045 3,335,421
MPLX LP 129,156 3,054,539
Phillips 66 Partners L.P 54,290 3,025,582
9,415,542
Total Master Limited Partnerships
       (Cost $15,119,364) 18,493,645
           
Short-Term Investments — 2.8%(1)      
 
United States Investment Companies — 2.8%(1)
Fidelity Investments Treasury Portfolio,
       Institutional Class, 1.53%(6) 98,891 98,891
First American Government
       Obligations Fund,
       Class X, 1.56%(6) 2,038,013 2,038,014
       (Cost $2,136,905) 2,136,905
 
Total Investments — 99.5%(1)
       (Cost $78,560,773) 75,544,967
Other Assets in Excess of
       Liabilities, Net — 0.5%(1) 364,920
Total Net Assets — 100.0%(1) $ 75,909,887

(1) Calculated as a percentage of net assets.
(2) Security segregated as cover for open written option contracts.
(3) Non-income producing security.
(4) Security purchased within the terms of a private placement memorandum, except from registration under Rule 144A of the Securities Act 0f 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional buyers.” As of November 30, 2019, the value of this investment was $14,218,171 or 18.7% of total net assets.
(5) Security is restricted from resale, considered illiquid and classified as a Level 2 security in the fair value hierarchy. Restricted securities have been fair valued in accordance with procedures approved by the Board of Trustees and have a total fair value of $1,446,952 which represents 1.9% of net assets. See Note 2 in the Notes to the Financial Statements for further disclosure.
(6) Rate indicated is the current yield as of November 30, 2019.

Schedule of Options Written
November 30, 2019

Contracts Notional Exercise
Description Call/Put Written Expiration Date Amount Price Fair Value
Cheniere Energy, Inc.       Call            324            December 2019       $ 1,961,496          $ 70          $ (1,944 )
Marathon Petroleum Corporation Call 288 January 2020 1,746,432 80 (1,296 )
ONEOK, Inc. Call 293 January 2020 2,081,765 75 (16,847 )
Targa Resources Corp. Call 72 January 2020 263,016 40 (3,960 )
Targa Resources Corp. Call 54 January 2020 197,262 41 (2,025 )
Valero Energy Corporation Call 195 January 2020 1,862,055 110 (3,315 )
The Williams Companies, Inc. Call 713 January 2020 1,619,936 26 (2,496 )
$ (31,883 )

See accompanying Notes to Financial Statements.
 
24 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Tortoise Select Opportunity Fund
Schedule of Investments
November 30, 2019
 

Shares Fair Value
Common Stock — 94.4%(1)
 
Canadian Natural Gas/Natural Gas Liquids Pipelines — 3.0%(1)
TC Energy Corporation       15,153       $ 771,742
Canadian Power — 5.7%(1)
Algonquin Power & Utilities Corp. 51,733 725,579
Innergex Renewable Energy Inc. 55,461 715,235
1,440,814
 
Denmark Power — 2.8%(1)
Orsted A/S 7,762 715,371
 
France Power — 2.8%(1)
Engie SA 45,753 723,707
 
Germany Power — 2.8%(1)
RWE AG 23,794 704,948
 
Italy Power — 6.1%(1)
Enel SpA 121,121 915,439
Terna – Rete Elettrica Nazionale SpA 100,971 648,024
1,563,463
 
Spain Power — 2.8%(1)
Iberdrola, S.A. 72,421 712,455
 
United States Diversified Infrastructure — 11.2%(1)
NextEra Energy, Inc. 6,360 1,487,095
Sempra Energy 9,226 1,358,713
2,845,808
 
United States Natural Gas/Natural Gas Liquids Pipelines — 15.5%(1)
Cheniere Energy, Inc.(2) 31,483 1,905,981
Kinder Morgan, Inc. 38,632 757,573
ONEOK, Inc. 10,719 761,585
The Williams Companies, Inc. 22,279 506,179
3,931,318
 
United States Oil & Gas Production — 16.3%(1)
Chevron Corporation 5,432 636,250
ConocoPhillips 22,990 1,378,021
Equinor ASA – ADR 20,034 371,230
Royal Dutch Shell PLC – ADR 21,909 1,259,549
TOTAL S.A. – ADR 9,534 500,916
4,145,966
 
United States Power — 11.2%(1)
American Electric Power Company, Inc.       7,770       709,789
Covanta Holding Corporation 48,708 716,495
Exelon Corporation 15,982 709,601
Public Service Enterprise Group
       Incorporated 11,856 703,179
2,839,064
 
United States Refining — 14.2%(1)
Marathon Petroleum Corporation 28,045 1,700,649
Phillips 66 11,138 1,277,751
Valero Energy Corporation 6,605 630,712
3,609,112
Total Common Stock
       (Cost $23,968,780) 24,003,768
 
Master Limited Partnerships — 4.9%(1)  
United States Natural Gas/Natural Gas Liquids Pipelines — 3.0%(1)
Enterprise Products Partners L.P. 29,153 767,307
 
United States Refined Product Pipelines — 1.9%(1)
Magellan Midstream Partners, L.P. 8,411 491,791
Total Master Limited Partnerships
       (Cost $1,294,459) 1,259,098
 
Short-Term Investment — 0.6%(1)
United States Investment Company — 0.6%(1)
First American Government Obligations Fund,
       Class X, 1.56%(3)
       (Cost $141,776) 141,776 141,776
 
Total Investments — 99.9%(1)
       (Cost $25,405,015) 25,404,642
Other Assets in Excess of
       Liabilities, Net — 0.1%(1) 24,673
Total Net Assets — 100.0%(1) $ 25,429,315

(1) Calculated as a percentage of net assets.
(2) Non-income producing security.
(3) Rate indicated is the current yield as of November 30, 2019.
   
ADR — American Depository Receipt

See accompanying Notes to Financial Statements.
 
Tortoise 25



 
 
 
 
Statements of Assets & Liabilities
November 30, 2019
 
 

Tortoise MLP Tortoise MLP
Tortoise MLP & & Energy & Energy Tortoise Select
Pipeline Fund Income Fund Infrastructure Fund Opportunity Fund
Assets:                                           
       Investments, at fair value
              (cost $3,857,661,611, $748,733,778,
              $78,560,773 and $25,405,015, respectively)       $ 3,719,889,476       $ 713,342,609       $ 75,544,967       $ 25,404,642
       Dividends & interest receivable 4,562,751 5,004,261 518,901 76,249
       Receivable for investment securities sold 36,116,331
       Receivable for capital shares sold 15,515,707 6,884,818 5,084 637
       Receivable for Adviser expense reimbursement 317 31,492
       Prepaid expenses and other assets 75,989 5,938 3,438 24,315
              Total assets 3,776,160,254 725,237,626 76,072,707 25,537,335
Liabilities:
       Written option contracts, at value
              (premiums received $ —, $2,071,836,
              $209,329 and $ —, respectively) 313,112 31,883
       Payable for line of credit 7,305,000
       Payable for capital shares redeemed 31,237,625 3,270,923 20,104 4,401
       Payable for fund distributions 1,120 4,798
       Payable to Adviser 2,716,731 598,226 47,353 15,260
       Payable for fund administration & accounting fees 234,208 113,439 16,293 16,718
       Payable for compliance fees 1,752 928 928 1,749
       Payable for custody fees 35,066 1,350 1,014
       Payable for audit & tax 56,194 28,905 28,845 47,596
       Payable for transfer agent fees & expenses 98,165 55,420 12,924 8,601
       Payable for interest expense 1,928
       Accrued expenses 136,963 53,395 4,490 11,287
       Accrued distribution fees 115,267 30,405 1,394
              Total liabilities 41,940,019 4,470,901 162,820 108,020
              Net Assets $ 3,734,220,235 $ 720,766,725 $ 75,909,887 $ 25,429,315
Net Assets Consist of:
       Capital Stock $ 4,218,215,929 $ 959,348,960 $ 201,019,306 $ 55,116,088
       Total distributable earnings (loss) (483,995,694 ) (238,582,235 ) (125,109,419 ) (29,686,773 )
              Net Assets $ 3,734,220,235 $ 720,766,725 $ 75,909,887 $ 25,429,315
 
 
Institutional Class
Net Assets $ 3,226,449,868 $ 628,295,348 $ 75,909,887 $ 21,748,357
Shares issued and outstanding(1) 277,870,203 93,253,392 11,638,855 2,888,521
Net asset value, redemption price and minimum
       offering price per share $ 11.61 $ 6.74 $ 6.52 $ 7.53
 
A Class
Net Assets $ 469,881,945 $ 45,492,427 $ $ 2,349,240
Shares issued and outstanding(1) 40,846,446 6,625,081 $ 314,382
Net asset value, redemption price and minimum
       offering price per share $ 11.50 $ 6.87 $ $ 7.47
Maximum offering price per share(2) $ 12.17 $ 7.27 $ $ 7.90
 
C Class
Net Assets $ 37,888,422 $ 46,978,950 $ $ 1,331,718
Shares issued and outstanding(1) 3,325,617 6,819,360 $ 185,717
Net asset value, redemption price and minimum
       offering price per share $ 11.39 $ 6.89 $ $ 7.17

(1) Unlimited shares authorized.
(2) The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%.

See accompanying Notes to Financial Statements.
 
26 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Statements of Operations
For the Year Ended November 30, 2019
 
 

Tortoise MLP Tortoise MLP
Tortoise MLP & & Energy & Energy Tortoise Select
Pipeline Fund Income Fund Infrastructure Fund Opportunity Fund
Investment Income:
       Dividends and distributions from common stock       $ 180,152,332       $ 21,630,048       $ 4,187,603       $ 757,815
       Distributions from master limited partnerships 74,685,512 15,001,790 2,821,637 119,761
       Less: return of capital on distributions from investments (168,663,921 ) (27,799,735 ) (5,335,909 ) (308,864 )
       Less: foreign taxes withheld (7,538,520 ) (524,240 ) (72,304 ) (2,597 )
       Net dividends and distributions from investments 78,635,403 8,307,863 1,601,027 566,115
       Dividends from money market mutual funds 737,885 326,133 142,686 5,456
       Interest income 14,667,270 2,538,712
              Total investment income 79,373,288 23,301,266 4,282,425 571,571
Expenses:
       Advisory fees (See Note 6) 34,692,348 8,064,777 1,137,108 212,302
       Fund administration & accounting fees (See Note 6) 1,727,253 714,855 125,450 103,972
       Transfer agent fees & expenses (See Note 6) 642,326 348,459 89,559 53,024
       Shareholder communication fees 306,483 101,767 2,931 3,872
       Custody fees (See Note 6) 210,844 3,344 1,565 12,536
       Registration fees 181,475 96,864 34,879 52,943
       Audit & tax fees 59,246 28,947 28,829 50,150
       Other 38,068 25,720 8,127 18,330
       Trustee fees (See Note 6) 19,719 13,928 10,832 13,840
       Legal fees 10,596 5,802 8,594 8,419
       Compliance fees (See Note 6) 10,314 18,957 6,207 10,314
       Distribution fees (See Note 7):
              A Class 1,234,899 133,848 7,482
              C Class 456,028 524,037 20,260
              Total expenses before interest expense
                     on line of credit 39,589,599 10,081,305 1,454,081 567,444
       Interest expense on line of credit (See Note 10) 66,232
              Total expenses before reimbursement 39,655,831 10,081,305 1,454,081 567,444
       Less: expense reimbursement by Adviser (11,763 ) (264,958 )
              Net expenses 39,655,831 10,081,305 1,442,318 302,486
Net Investment Income 39,717,457 13,219,961 2,840,107 269,085
Realized and Unrealized Gain (Loss) on Investments
       and Translations of Foreign Currency
       Net realized gain (loss) on:
              Investments, including foreign currency gain (loss) (118,356,314 ) (42,109,655 ) (30,858,694 ) (7,232,326 )
              Written options contracts (3,514,653 ) (161,846 )
       Net change in unrealized appreciation (depreciation) of:
              Investments and translations of foreign currency 38,511,279 24,377,535 36,793,494 4,113,782
              Written options contracts 1,644,342 66,831
Net Realized and Unrealized Gain (Loss) on
       Investments and Translations of Foreign Currency (79,845,035 ) (19,602,431 ) 5,839,785 (3,118,544 )
Net Increase (Decrease) in Net Assets Resulting
       from Operations $ (40,127,578 ) $ (6,382,470 ) $ 8,679,892 $ (2,849,459 )

See accompanying Notes to Financial Statements.
 
Tortoise 27



 
 
 
 
Statements of Changes in Net Assets
 
 
 

Tortoise MLP & Pipeline Fund Tortoise MLP & Energy Income Fund
Year Ended Year Ended Year Ended Year Ended
November 30, 2019 November 30, 2018 November 30, 2019 November 30, 2018
Operations
       Net investment income       $ 39,717,457       $ 39,678,602       $ 13,219,961       $ 8,515,100
       Net realized loss on investments, written
              options contracts and foreign currency (118,356,314 ) (63,097,321 ) (45,624,308 ) (3,227,474 )
       Net change in unrealized appreciation (depreciation)
              of investments, written options contracts
              and translations of foreign currency 38,511,279 (71,468,426 ) 26,021,877 (43,922,466 )
                     Net decrease in net assets resulting
                            from operations (40,127,578 ) (94,887,145 ) (6,382,470 ) (38,634,840 )
Capital Share Transactions
       Institutional Class:
              Proceeds from shares sold 1,735,478,141 2,057,563,357 331,280,795 439,701,041
              Proceeds from reinvestment of distributions 116,680,997 91,861,649 41,875,525 43,613,402
              Payments for shares redeemed (1,985,311,239 ) (1,276,912,162 ) (423,416,384 ) (365,977,556 )
              Proceeds from redemption fees 64,051 96,203
       Increase (Decrease) in net assets from
              Institutional Class transactions (133,152,101 ) 872,512,844 (50,196,013 ) 117,433,090
       A Class(1):
              Proceeds from shares sold 99,215,372 272,254,175 17,094,555 26,404,884
              Proceeds from reinvestment of distributions 20,142,451 15,715,327 1,766,514 2,119,107
              Payments for shares redeemed (95,709,057 ) (85,871,296 ) (23,666,932 ) (27,677,619 )
              Proceeds from redemption fees 18,653 12,302
       Increase (Decrease) in net assets from
              A Class transactions 23,648,766 202,098,206 (4,787,210 ) 858,674
       C Class:
              Proceeds from shares sold 8,742,459 13,894,594 12,441,343 13,723,793
              Proceeds from reinvestment of distributions 1,273,399 1,281,770 2,060,859 2,433,656
              Payments for shares redeemed (21,390,810 ) (19,609,310 ) (17,917,138 ) (21,941,448 )
              Proceeds from redemption fees 10,027 9,459
       Decrease in net assets from C Class transactions (11,374,952 ) (4,432,946 ) (3,404,909 ) (5,774,540 )
                     Net increase (decrease) in net assets
                            resulting from capital share transactions (120,878,287 ) 1,070,178,104 (58,388,132 ) 112,517,224
Distributions to Shareholders
       From distributable earnings
              Institutional Class (54,033,930 ) (43,120,239 ) (1,078,191 ) (42,255,244 )
              A Class(1) (6,745,708 ) (5,867,041 ) (78,538 ) (3,060,819 )
              C Class (340,815 ) (523,295 ) (74,983 ) (2,865,644 )
       From tax return of capital
              Institutional Class (99,340,629 ) (75,695,002 ) (63,519,356 ) (28,811,354 )
              A Class(1) (13,841,994 ) (10,299,240 ) (4,711,756 ) (2,089,883 )
              C Class (1,115,300 ) (918,612 ) (4,192,292 ) (1,953,577 )
                     Total distributions to shareholders (175,418,376 ) (136,423,429 ) (73,655,116 ) (81,036,521 )
Total Increase (Decrease) in Net Assets (336,424,241 ) 838,867,530 (138,425,718 ) (7,154,137 )
Net Assets
       Beginning of year 4,070,644,476 3,231,776,946 859,192,443 866,346,580
       End of year $ 3,734,220,235 $ 4,070,644,476 $ 720,766,725 $ 859,192,443

(1) Prior to March 30, 2019, A Class Shares of the MLP & Pipeline Fund were known as Investor Class Shares.

 
See accompanying Notes to Financial Statements.
 
28 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Statements of Changes in Net Assets (continued)
 

Tortoise MLP & Pipeline Fund Tortoise MLP & Energy Income Fund
Year Ended Year Ended Year Ended Year Ended
      November 30, 2019       November 30, 2018       November 30, 2019       November 30, 2018
Transactions in Shares:
       Institutional Class:
              Shares sold             140,773,462             155,439,492               45,267,457               52,334,913
              Shares issued to holders in reinvestment
                     of dividends 9,729,012 7,245,786 5,824,325 5,401,253
              Shares redeemed (160,919,033 ) (97,882,557 ) (58,583,809 ) (44,358,142 )
       Increase (Decrease) in Institutional Class
              shares outstanding (10,416,559 ) 64,802,721 (7,492,027 ) 13,378,024
       A Class(1):
              Shares sold 7,957,922 20,740,146 2,290,349 3,080,176
              Shares issued to holders in reinvestment
                     of dividends 1,689,780 1,248,732 241,586 257,092
              Shares redeemed (7,776,547 ) (6,577,696 ) (3,235,462 ) (3,257,326 )
       Increase (Decrease) in A Class shares outstanding 1,871,155 15,411,182 (703,527 ) 79,942
       C Class:
              Shares sold 734,617 1,065,832 1,665,205 1,600,826
              Shares issued to holders in reinvestment
                     of dividends 106,172 103,970 280,410 294,859
              Shares redeemed (1,785,450 ) (1,511,922 ) (2,419,130 ) (2,574,899 )
       Decrease in C Class shares outstanding (944,661 ) (342,120 ) (473,515 ) (679,214 )
              Net increase (decrease) in shares outstanding (9,490,065 ) 79,871,783 (8,669,069 ) 12,778,752

(1) Prior to March 30, 2019, A Class Shares for the MLP & Pipeline Fund were known as Investor Class Shares.

See accompanying Notes to Financial Statements.
 
Tortoise 29



 
 
 
 
Statements of Changes in Net Assets (continued)
 

Tortoise MLP & Energy Infrastructure Fund Tortoise Select Opportunity Fund
Year Ended Year Ended Year Ended Year Ended
     November 30, 2019      November 30, 2018      November 30, 2019      November 30, 2018
Operations
       Net investment income (loss) $              2,840,107 $                 4,004,472 $                 269,085 $                (145,489 )
       Net realized gain (loss) on investments,
              written options contracts and foreign currency (31,020,540 ) (4,916,370 ) (7,232,326 ) 4,612,361
       Net change in unrealized appreciation (depreciation)
              of investments, written options contracts and
              translations of foreign currency 36,860,325 (13,566,718 ) 4,113,782 (6,261,788 )
                     Net increase (decrease) in net assets resulting
                            from operations 8,679,892 (14,478,616 ) (2,849,459 ) (1,794,916 )
Capital Share Transactions
       Institutional Class:
              Proceeds from shares sold 28,824,075 42,883,068 10,542,931 17,736,308
              Proceeds from reinvestment of distributions 14,452,643 26,577,283
              Payments for shares redeemed (227,497,717 ) (90,998,879 ) (19,258,055 ) (41,010,884 )
              Proceeds from redemption fees 11,367
       Decrease in net assets from Institutional
              Class transactions (184,209,632 ) (21,538,528 ) (8,715,124 ) (23,274,576 )
       A Class(1):
              Proceeds from shares sold 480,956 2,105,031
              Proceeds from reinvestment of distributions
              Payments for shares redeemed (1,581,843 ) (2,336,506 )
       Decrease in net assets from A Class transactions (1,100,887 ) (231,475 )
       C Class:
              Proceeds from shares sold 1,747,294 1,238,282
              Proceeds from reinvestment of distributions
              Payments for shares redeemed (2,056,386 ) (1,391,347 )
       Decrease in net assets from C Class transactions (309,092 ) (153,065 )
              Net decrease in net assets resulting from
                     capital share transactions (184,209,632 ) (21,538,528 ) (10,125,103 ) (23,659,116 )
Distributions to Shareholders
       From distributable earnings
              Institutional Class (8,869,767 ) (17,751,685 )
              A Class(1)
              C Class
       From tax return of capital
              Institutional Class (5,582,876 ) (8,879,368 )
              A Class(1)
              C Class
                     Total distributions to shareholders (14,452,643 ) (26,631,053 )
Total Decrease in Net Assets (189,982,383 ) (62,648,197 ) (12,974,562 ) (25,454,032 )
Net Assets
       Beginning of year 265,892,270 328,540,467 38,403,877 63,857,909
       End of year $ 75,909,887 $ 265,892,270 $ 25,429,315 $ 38,403,877

(1) Prior to March 30, 2019, A Class Shares for the Select Opportunity Fund were known as Investor Class Shares.

See accompanying Notes to Financial Statements.
 
30 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Statements of Changes in Net Assets (continued)
 

Tortoise MLP & Energy Infrastructure Fund Tortoise Select Opportunity Fund
Year Ended Year Ended   Year Ended Year Ended
      November 30, 2019       November 30, 2018       November 30, 2019       November 30, 2018
Transactions in Shares:
       Institutional Class:
              Shares sold                 4,072,546                 5,279,703                 1,358,682                 1,843,044
              Shares issued to holders in reinvestment
                     of dividends 2,031,608 3,376,303
              Shares redeemed (31,200,191 ) (11,820,080 ) (2,509,009 ) (4,184,435 )
       Decrease in Institutional Class shares outstanding (25,096,037 ) (3,164,074 ) (1,150,327 ) (2,341,391 )
       A Class(1):
              Shares sold 64,578 220,230
              Shares issued to holders in reinvestment
                     of dividends
              Shares redeemed (210,561 ) (246,764 )
       Decrease in A Class shares outstanding (145,983 ) (26,534 )
       C Class:
              Shares sold 247,613 139,057
              Shares issued to holders in reinvestment
                     of dividends
              Shares redeemed (275,689 ) (160,420 )
       Decrease in C Class shares outstanding (28,076 ) (21,363 )
              Net decrease in shares outstanding (25,096,037 ) (3,164,074 ) (1,324,386 ) (2,389,288 )

(1) Prior to March 30, 2019, A Class Shares for the Select Opportunity Fund were known as Investor Class Shares.

See accompanying Notes to Financial Statements.
 
Tortoise 31



 
 
 
 
Tortoise MLP & Pipeline Fund
Financial Highlights
Institutional Class

Year Ended Year Ended Year Ended Year Ended Year Ended
November 30, November 30, November 30, November 30, November 30,
     2019       2018       2017       2016       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 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. See Note 2 to the financial statements for further disclosure.
(3) Per share amounts calculated using average shares method.

See accompanying Notes to Financial Statements.
 
32 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Tortoise MLP & Pipeline Fund
Financial Highlights
(continued)
A Class

Year Ended Year Ended Year Ended Year Ended Year Ended
November 30, November 30, November 30, November 30, November 30,
      2019       2018       2017       2016       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 period. 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. See Note 2 to the financial statements for further disclosure.
(3) Per share amounts calculated using average shares method.
(4) Total return does not reflect sales charges.

See accompanying Notes to Financial Statements.
 
Tortoise 33



 
 
   
 
Tortoise MLP & Pipeline Fund
Financial Highlights (continued)
C Class

        Year Ended Year Ended Year Ended Year Ended Year Ended
November 30, November 30, November 30, November 30, November 30,
      2019       2018       2017       2016       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. See Note 2 to the financial statements for further disclosure.
(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.

See accompanying Notes to Financial Statements.
 
34 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Tortoise MLP & Energy Income Fund
Financial Highlights
Institutional Class

        Year Ended Year Ended Year Ended Year Ended Year Ended
November 30, November 30, November 30, November 30, November 30,
      2019       2018       2017       2016       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 000’s) $ 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 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.

See accompanying Notes to Financial Statements.
 
Tortoise 35



 
 
   
 
Tortoise MLP & Energy Income Fund
Financial Highlights (continued)
A Class

        Year Ended Year Ended Year Ended Year Ended Year Ended
November 30, November 30, November 30, November 30, November 30,
      2019       2018       2017       2016       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 0.60  (2) 0.09  (2) 0.20  (2) 0.21  (2)
              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 000’s) $ 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.

See accompanying Notes to Financial Statements.
 
36 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Tortoise MLP & Energy Income Fund
Financial Highlights (continued)
C Class

        Year Ended Year Ended Year Ended Year Ended Year Ended
November 30, November 30, November 30, November 30, November 30,
      2019       2018       2017       2016       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 000’s) $ 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.

See accompanying Notes to Financial Statements.
 
Tortoise 37



 
 
   
 
Tortoise MLP & Energy Infrastructure Fund
Financial Highlights
Institutional Class

        Year Ended Year Ended Year Ended Year Ended Year Ended
November 30, November 30, November 30, November 30, November 30,
      2019       2018       2017       2016       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 (loss) (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 (0.83 ) % (3.71 ) % (6.13 ) % 11.45 % (29.18 ) %
Supplemental Data and Ratios
       Net assets, end of year (in 000’s) $ 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.

See accompanying Notes to Financial Statements.
 
38 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Tortoise Select Opportunity Fund
Financial Highlights
Institutional Class

        Year Ended Year Ended      Year Ended Year Ended      Year Ended
     November 30, November 30, November 30,      November 30, November 30,
2019 2018 2017 2016 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 period.
(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. See Note 2 to the financial statements for further disclosure.
(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.

See accompanying Notes to Financial Statements.
 
Tortoise 39


 
 
 
Tortoise Select Opportunity Fund
Financial Highlights (continued)
A Class

             Year Ended      Year Ended      Year Ended      Year Ended     Year Ended
November 30, November 30, November 30, November 30, November 30,
2019 2018 2017 2016 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 period. 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. See Note 2 to the financial statements for further disclosure.
(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.

See accompanying Notes to Financial Statements.
 
40 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Tortoise Select Opportunity Fund
Financial Highlights (continued)
C Class

        Year Ended Year Ended Year Ended Year Ended Year Ended
November 30, November 30, November 30, November 30, November 30,
2019 2018 2017 2016 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 period.
(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. See Note 2 to the financial statements for further disclosure.
(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.

See accompanying Notes to Financial Statements.
 
Tortoise 41



 
 
 
 
Notes to Financial Statements
November 30, 2019

1. Organization

Managed Portfolio Series (the “Trust”) was organized as a Delaware statutory trust on January 27, 2011. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Tortoise MLP & Pipeline Fund (“MLP & Pipeline Fund”), the Tortoise MLP & Energy Income Fund (“MLP & Energy Income Fund”), the Tortoise MLP & Energy Infrastructure Fund (“MLP & Energy Infrastructure Fund”), and the Tortoise Select Opportunity Fund (“Select Opportunity Fund”), (or collectively, “the Funds”) are each a non-diversified series with their own investment objectives and policies within the Trust. The Trust has evaluated the structure, objective and activities of the Funds and determined that they meet the characteristics of an investment company. As such, these financial statements have applied the guidance as set forth in the Accounting Standards Codifications (“ASC”) 946, Financial Services Investment Companies.

The investment objective of the MLP & Pipeline Fund is total return. The MLP & Pipeline Fund seeks to achieve its objective by investing primarily in equity securities of master limited partnerships (“MLPs”) 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. The MLP & Pipeline Fund commenced operations on May 31, 2011.

The investment objective of the MLP & Energy Income Fund is primarily to seek current income and secondarily to seek long-term capital appreciation. The MLP & Energy Income Fund primarily invests in equity and debt securities of MLPs focused in the energy infrastructure sector and in equity and debt securities of other companies focused in the energy infrastructure sector. The MLP & Energy Income Fund commenced operations on December 27, 2010.

The investment objective of the MLP & Energy Infrastructure Fund is primarily to seek current income and secondarily to seek long-term capital appreciation. The MLP & Energy Infrastructure Fund primarily invests in equity and debt securities of MLPs focused in the energy infrastructure sector and in equity and debt securities of other companies focused in the energy infrastructure sector. The MLP & Energy Infrastructure Fund commenced operations on September 9, 2010.

The investment objective of the Select Opportunity Fund is total return. The Select Opportunity Fund invests primarily in the securities of North American Energy companies or other companies that benefit from the operations of such North American energy companies. The Select Opportunity Fund seeks to achieve its objective by investing typically in 15 to 40 common stocks issued by companies of any capitalization that are publicly traded on an exchange or in the over-the-counter market. The Select Opportunity Fund commenced operations on September 30, 2013.

The MLP & Pipeline Fund, MLP & Energy Income Fund and the Select Opportunity Fund offer three classes of shares: the Institutional Class, the A Class and the C Class. The MLP & Energy Infrastructure Fund offers one class of shares: the Institutional Class. Institutional Class shares have no sales charge and are offered only to qualifying institutional investors and certain other qualifying accounts. A Class shares may be subject to a front-end sales charge of up to 5.50%, prior to November 15, 2019 the MLP & Pipeline Fund and the Select Opportunity Fund A class shares were subject to a front-end sales charge of up to 5.75%. C Class shares may be subject to a deferred sales charge of up to 1.00%.

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Funds in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).

Securities Valuation — All investments in securities are recorded at their estimated fair value, as described in Note 3.

Foreign Currency Translation — The books and records relating to the Funds’ non-U.S. dollar denominated investments are maintained in U.S. dollars on the following bases: (1) market value of investment securities, assets, and liabilities are translated at the current rate of exchange; and (2) purchases and sales of investment securities, income, and expenses are translated at the relevant rates of exchange prevailing on the respective dates of such transactions. The Funds do not isolate the portion of gains and losses on investments in equity securities that is due to changes in the foreign exchange rates from that which is due to changes in market prices of equity securities. The Funds report certain foreign currency-related transactions as components of realized gains for financial reporting purposes, whereas such components are treated as ordinary income for federal income tax purposes.

Federal Income Taxes — The Funds intend to meet the requirements of subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all net taxable investment income and net realized gains to shareholders in a manner which results in no tax cost to the Funds. Therefore, no federal income or excise tax provision is required. As of November 30, 2019, the Funds did not have any tax positions that did not meet the “more-likely-than-not” threshold of being sustained by the applicable tax authority. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statements of Operations. During the period ended November 30, 2019, the Funds did not incur any interest or penalties. The Funds are subject to examination by U.S. taxing authorities for the tax years ended November 30, 2016 through 2019.

Securities Transactions, Income and Distributions — Securities transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses are reported on a specific identified cost basis. Interest income is recognized on an accrual basis, including amortization of premiums and accretion of discounts. Dividend income and distributions are recorded on the ex-dividend date.

42 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Notes to Financial Statements (continued)
 

Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and regulations. Distributions received from the Funds’ investments generally are comprised of ordinary income and return of capital. The Funds allocate distributions between investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on information provided by each portfolio company and other industry sources. These estimates may subsequently be revised based on actual allocations received from the portfolio companies after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Funds.

During the year ended November 30, 2019, the MLP & Pipeline Fund reallocated the amount of 2018 investment income and return of capital it recognized based on the 2018 tax reporting information received from individual investments. This reclassification amounted to a decrease in net investment income of $7,462,595 or $0.023 per share, a decrease in unrealized depreciation of investments of $7,657,343 or $0.024 per share, and an increase in realized loss on investments of $194,748 or $0.001 per share for the year ended November 30, 2019.

During the year ended November 30, 2019, the MLP & Energy Income Fund reallocated the amount of cumulative realized gains and cost of investments reported based on the tax reporting information received from individual investments. This reclassification amounted to an increase in unrealized depreciation of investments of $12,568,209 or $0.118 per share, and a decrease in realized loss on investments of $12,568,209 or $0.118 per share for the year ended November 30, 2019.

During the year ended November 30, 2019, the MLP & Energy Infrastructure Fund reallocated the amount of cumulative realized gains and cost of investments reported based on the tax reporting information received from individual investments. This reclassification amounted to a decrease in unrealized appreciation of investments of $7,676,323 or $0.660 per share, and a decrease in realized loss on investments of $7,676,323 or $0.660 per share for the year ended November 30, 2019.

During the year ended November 30, 2019, the Select Opportunity Fund reallocated the amount of 2018 investment income and return of capital it recognized based on the 2018 tax reporting information received from individual investments. This reclassification amounted to an increase in net investment income of $35,082 or $0.010 per share, an increase in unrealized depreciation of investments of $21,539 or $0.006 per share, and an increase in realized loss on investments of $13,543 or $0.004 per share for the year ended November 30, 2019.

The Select Opportunity Fund distributes all net investment income, if any, and net realized capital gains, if any, annually in December. The MLP & Pipeline Fund will make distributions of net investment income, if any, semi-annually and net realized capital gains, if any, annually. The MLP & Energy Income Fund and the MLP & Energy Infrastructure Fund will make distributions of net investment income, if any, quarterly and net realized capital gains, if any, annually. Distributions to shareholders are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, GAAP requires that they be reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Funds.

Reclassification of Capital Accounts — GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. These reclassifications have no effect on net assets, results of operations or net asset value per share. For the year ended November 30, 2019, the following reclassifications were made:

Distributable
Fund Earnings (Losses) Paid-in Capital
MLP & Pipeline Fund       $ 21,375,891       $ (21,375,891 )
MLP & Energy Income Fund* 67,843,270 (67,843,270 )
MLP & Energy Infrastructure Fund* 19,133,273 (19,133,273 )
Select Opportunity Fund 79,647 (79,647 )

*

Reclassifications include a one time prior period adjustment for certain temporary timing differences relating to MLPs.

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Allocation of Income, Expenses and Gains/Losses — Income, expenses (other than those deemed attributable to a specific share class), and gains and losses of the Funds are allocated daily to each class of shares based upon the ratio of net assets represented by each class as a percentage of the net assets of each Fund. Expenses deemed directly attributable to a class of shares are recorded by the specific class. Most Fund expenses are allocated by class based on relative net assets. 12b-1 fees are expensed at 0.25% and 1.00% of average daily net assets of A Class shares and C Class shares, respectively. Trust expenses associated with a specific fund in the Trust are charged to that fund. Common Trust expenses are typically allocated evenly between the funds of the Trust, or by other equitable means.

Illiquid or Restricted Securities — A security may be considered illiquid if it lacks a readily available market. Securities are generally considered liquid if they can be sold or disposed of in the ordinary course of business within seven days at approximately the price at which the security is valued by the Funds. Illiquid securities may be valued under methods approved by the Board of Trustees as reflecting fair value. Each Fund will

Tortoise 43



 
 
  
 
Notes to Financial Statements (continued)
 
 

not hold more than 15% of the value of its net assets in illiquid securities. Certain restricted securities may be considered illiquid. Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and may be valued under methods approved by the Board of Trustees as reflecting fair value. At November 30, 2019, the Select Opportunity Fund did not hold any illiquid securities. At November 30, 2019, the MLP & Pipeline Fund, the MLP & Energy Income Fund, and the MLP & Energy Infrastructure Fund had investments in illiquid securities with a total value of $9,133,072 or 0.2% of total net assets, $13,683,267 or 1.9% of total net assets, and $1,446,952 or 1.9% of total net assets, respectively.

Security Fund Shares Date Acquired Acquisition Cost
Noble Midstream Partners LP       MLP & Pipeline Fund       470,050       11/21/2019       $ 9,730,035
Noble Midstream Partners LP MLP & Energy Income Fund 704,234 11/21/2019 14,577,644
Noble Midstream Partners LP MLP & Energy Infrastructure Fund 74,470 11/21/2019 1,541,529

Indemnifications — Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust may enter into contracts that provide general indemnification to other parties. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred and may not occur. However, the Trust has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Cash and Cash Equivalents — Cash and cash equivalents include short-term, liquid investments with an original maturity of three months or less and include money market fund accounts.

3. Securities Valuation

The Funds have adopted fair value accounting standards, which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion of changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:

Level 1 —  Quoted prices in active markets for identical assets or liabilities.
   
Level 2 —  Observable inputs other than quoted prices included in Level 1. These inputs may include quoted prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
   
Level 3 —  Significant unobservable inputs for the asset or liability, representing the Fund’s view of assumptions a market participant would use in valuing the asset or liability.

Following is a description of the valuation techniques applied to each Fund’s major categories of assets and liabilities measured at fair value on a recurring basis. Each Fund’s investments are carried at fair value.

Common stock (including MLPs) — Securities that are primarily traded on a national securities exchange are valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and ask prices. Securities traded primarily on the Nasdaq Global Market System for which market quotations are readily available are valued using the Nasdaq Official Closing Price (“NOCP”). If the NOCP is not available, such securities are valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and ask prices. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.

Corporate and Municipal Bonds — Corporate and municipal bonds, including listed issues, are valued at fair value on the basis of valuation furnished by an independent pricing service which utilized both dealer-supplied valuations and formula-based techniques. The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer. Most corporate and municipal bonds are categorized in Level 2 of the fair value hierarchy.

Investment Companies — Investments in other mutual funds, including money market funds, are valued at their net asset value per share. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.

Restricted Securities — Restricted securities are subject to statutory or contractual restrictions on their public resale, which may make it more difficult to obtain a valuation and may limit a Fund’s ability to dispose of them. Investments in private placement securities and other securities for which market quotations are not readily available are valued in good faith by using fair value procedures. Such fair value procedures may consider factors such as discounts to publicly traded issues and time until conversion date.

Derivative Instruments — Listed derivatives, including options, rights, warrants and futures that are actively traded are valued based on quoted prices from the exchange and categorized in Level 1 of the fair value hierarchy.

Securities for which market quotations are not readily available, or if the closing price does not represent fair value, are valued following procedures approved by the Board of Trustees. These procedures consider many factors, including the type of security, size of holding, trading volume and news events. There can be no assurance that the Funds could obtain the fair value assigned to a security if they were to sell the

44 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Notes to Financial Statements (continued)
 
 

security at approximately the time at which the Funds determine their net asset value per share. The Board of Trustees has established a Valuation Committee to administer, implement, and oversee the fair valuation process, and to make fair value decisions when necessary. The Board of Trustees regularly reviews reports that describe any fair value determinations and methods.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

The following table is a summary of the inputs used to value each Fund’s securities by level within the fair value hierarchy as of November 30, 2019:

MLP & Pipeline Fund Level 1 Level 2 Level 3 Total
Common stock       $  2,890,841,228       $       $       $  2,890,841,228
Master limited partnerships 819,914,474 9,133,072 829,047,546
Short-term investment 702 702
Total investments in securities $ 3,710,756,404 $ 9,133,072 $ $ 3,719,889,476
 
MLP & Energy Income Fund Level 1 Level 2 Level 3 Total
Common stock $ 305,278,690 $ $ $ 305,278,690
Corporate bonds 212,880,281 212,880,281
Master limited partnerships 160,894,960 13,683,267 174,578,227
Short-term investments 20,605,411 20,605,411
Total investments in securities $ 486,779,061 $  226,563,548 $ $ 713,342,609
               
As of November 30, 2019, the Fund’s investments in other financial instruments* were classified as follows:
 
Written Call Options $ (313,112 ) $ $ $ (313,112 )
Total Other Financial Instruments $ (313,112 ) $ $ $ (313,112 )
 
MLP & Energy Infrastructure Fund Level 1 Level 2 Level 3 Total
Common stock $ 33,058,512 $ $ $ 33,058,512
Corporate bonds 21,855,905 21,855,905
Master limited partnerships 17,046,693 1,446,952 18,493,645
Short-term investments 2,136,905 2,136,905
Total investments in securities $ 52,242,110 $ 22,302,857 $ $ 75,544,967
 
As of November 30, 2019, the Fund’s investments in other financial instruments* were classified as follows:
 
Written Call Options $ (31,883 ) $ $ $ (31,883 )
Total Other Financial Instruments $ (31,883 ) $ $ $ (31,883 )
 
*Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures and written options.
 
Select Opportunity Fund Level 1 Level 2 Level 3 Total
Common stock $ 20,299,195 $ 3,704,573 $ $ 24,003,768
Master limited partnerships 1,259,098 1,259,098
Short-term investment 141,776 141,776
Total investments in securities $ 21,700,069 $ 3,704,573 $ $ 25,404,642

Refer to each Fund’s Schedule of Investments for additional industry information.

4. Derivatives Transactions

The Funds may use derivatives for different purposes, such as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. The various derivative instruments that the Funds may use are options, futures contracts and options on futures contracts and other derivative securities. The Funds may also use derivatives for leverage, in which case their use would involve leveraging risk. A Fund investing in a derivative instrument could lose more than the principal amount invested.

FASB Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) requires enhanced disclosures about each Fund’s use of, and accounting for, derivative instruments and the effect of derivative instruments on each Fund’s results of operations and financial position. Tabular disclosure regarding derivative fair value and gain/loss by contract type (e.g., interest rate contracts, foreign exchange contracts, credit contracts, etc.) is required and derivatives accounted for as hedging instruments under ASC 815 must be disclosed separately from those that do not qualify for hedge accounting. Even though the Funds may use derivatives in an attempt to achieve an economic hedge, the Funds’ derivatives are not accounted for as hedging instruments under ASC 815 because investment companies account for their derivatives at fair value and record any changes in fair value in current period earnings.

Tortoise 45



 
 
  
 
Notes to Financial Statements (continued)
 
 

For the year ended November 30, 2019, the Funds’ average quarterly notional values are as follows:

Purchased Option Written Option
Fund Contracts Contracts
MLP & Energy Income       $         —       $ (54,619,071 )
MLP & Energy Infrastructure $ $ (7,365,052 )

The locations on the Statements of Assets and Liabilities of the Funds’ derivative positions by type of exposure, all of which are not accounted for as hedging instruments under ASC 815, are as follows: Values of Derivative Instruments as of November 30, 2019, on the Statements of Assets and Liabilities:

MLP & Energy Income
Assets Liabilities
Derivatives not accounted for as
hedging instruments under ASC 815 Location Fair Value Location Fair Value
      Written option contracts,             Written option contracts,      
Equity Contracts – Written Options at fair value $ at fair value $ (313,112 )
 
MLP & Energy Infrastructure
Assets Liabilities
Derivatives not accounted for as            
hedging instruments under ASC 815 Location Fair Value Location Fair Value
Written option contracts, Written option contracts,
Equity Contracts – Written Options at fair value $ at fair value $ (31,883 )

The effect of Derivative Instruments on the Statements of Operations for the year ended November 30, 2019:

Amount of Realized Loss on Derivatives

MLP & Energy Income MLP & Energy Infrastructure
Derivatives not accounted for as
hedging instruments under ASC 815 Written Options Written Options
Equity Contracts            $   (3,514,653 )                    $    (161,846 )        
 
Change in Unrealized Appreciation or (Depreciation) on Derivatives
 
MLP & Energy Income MLP & Energy Infrastructure
Derivatives not accounted for as
hedging instruments under ASC 815 Written Options Written Options
Equity Contracts $ 1,644,342 $ 66,831

Balance Sheet Offsetting Information

The following table provides a summary of offsetting financial liabilities and derivatives and the effect of derivative instruments on the Statements of Assets and Liabilities as of November 30, 2019.

MLP & Energy Income
Gross Amounts Not Offset in
Statements of Assets and Liabilities
Gross Amounts Net Amounts
Offset in of Assets Presented
Gross Amounts Statements of in Statements of Financial Cash Collateral
Liabilities: Recognized Assets and Liabilities Assets and Liabilities Instruments Pledged Net Amount
Written Option Contracts         $      313,112            $                 $      313,112            $     313,112            $                 $        
 
MLP & Energy Infrastructure
Gross Amounts Not Offset in
Statements of Assets and Liabilities
Gross Amounts Net Amounts
Offset in of Assets Presented
Gross Amounts Statements of in Statements of Financial Cash Collateral
Liabilities: Recognized Assets and Liabilities Assets and Liabilities Instruments Pledged Net Amount
Written Option Contracts $ 31,883 $ $ 31,883 $ 31,883 $ $

During the ordinary course of business, the Funds may enter into transactions subject to enforceable netting agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the Funds to offset any exposure to a specific counterparty with any collateral received or delivered to that counterparty based on the terms of the agreement. Generally, each fund manages its cash collateral and securities collateral on a counterparty basis. As of November 30, 2019, the Funds did not enter into any netting agreements which would require any portfolio securities to be netted.

46 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Notes to Financial Statements (continued)
 
 

5. Concentration Risk

The MLP & Pipeline Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets in securities of MLP and pipeline companies. Funds that primarily invest in a particular sector may experience greater volatility than funds investing in a broad range of industry sectors.

The MLP & Energy Income Fund and the MLP & Energy Infrastructure Fund seek to achieve their investment objective by investing, under normal market conditions, at least 80% of its net assets in securities of companies focused in the energy infrastructure sector. Funds that primarily invest in a particular sector may experience greater volatility than funds investing in a broad range of industry sectors.

The Select Opportunity Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets in securities of North American energy companies. Funds that primarily invest in a particular sector may experience greater volatility than funds investing in a broad range of industry sectors.

6. Investment Advisory Fee and Other Transactions with Affiliates

The Trust has an agreement with Tortoise Capital Advisors, L.L.C. (the “Adviser”) to furnish investment advisory services to the Funds. Pursuant to an Investment Advisory Agreement between the Trust and the Adviser, the Adviser is entitled to receive, on a monthly basis, an annual advisory fee equal to 0.75% for the MLP & Energy Infrastructure Fund, 0.85% for the MLP & Pipeline Fund and the Select Opportunity Fund, and 1.00% for the MLP & Energy Income Fund of each Fund’s average daily net assets.

The Funds’ Adviser has contractually agreed to reimburse the Fund for its expenses to ensure that total annual operating expenses (excluding Rule 12b-1 fees, acquired fund fees and expenses, interest, taxes, brokerage commissions and extraordinary expenses) for each Fund do not exceed 1.10% for the MLP & Pipeline Fund and the Select Opportunity Fund, 1.25% for the MLP & Energy Income Fund and 1.00% for the MLP & Energy Infrastructure Fund of the average daily net assets of each Fund. Expenses reimbursed by the Adviser may be recouped by the Adviser for a period of thirty-six months following the date on 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 recoupment. The Operating Expense Limitation Agreement is intended to be continual in nature and cannot be terminated within a year after the effective date of the Fund’s prospectus. During the year ended November 30, 2019, the Adviser did not recoup any previously reimbursed fees. Reimbursed expenses subject to potential recovery by month of expiration are as follows:

MLP & Energy Infrastructure Fund Select Opportunity Fund                    
December 2019 – November 2020       $       December 2019 – November 2020       $ 176,920
December 2020 – November 2021 December 2020 – November 2021 180,617
December 2021 – November 2022        11,763 December 2021 – November 2022 264,958

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or the “Administrator”) acts as the Funds’ Administrator, Transfer Agent and fund accountant. U.S. Bank, N.A. (the “Custodian”) serves as the custodian to the Funds. The Custodian is an affiliate of the Administrator. The Administrator performs various administrative and accounting services for the Funds. The Administrator prepares various federal and state regulatory filings, reports and returns for the Funds; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Funds’ custodian; coordinates the payment of the Funds’ expenses and reviews the Funds’ expense accruals. The officers of the Trust including the Chief Compliance Officer are employees of the Administrator. As compensation for its services, the Administrator is entitled to a monthly fee at an annual rate of 0.07% of the first $125 million of the average daily net assets of each fund, 0.05% on the next $250 million of the average daily net assets and 0.0325% of the daily average net assets in excess of $375 million, subject to an annual minimum of $60,000 per fund. Fees paid by the Funds for administration and accounting, transfer agency, custody and compliance services for the year ended November 30, 2019 are disclosed in the Statements of Operations.

Quasar Distributors, LLC (the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares. The Distributor is an affiliate of the Administrator.

7. Distribution Costs

The MLP & Pipeline Fund, MLP & Energy Income Fund and the Select Opportunity Fund have adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”) in the A Class and the C Class. The Plan permits each Fund to pay for distribution and related expenses at an annual rate of 0.25% of the A Class and 1.00% of the C Class average daily net assets. The expenses covered by the Plan may include the cost of preparing and distributing prospectuses and other sales material, advertising and public relations expenses, payments to financial intermediaries and compensation of personnel involved in selling shares of the Funds. For the y ear ended November 30, 2019, expenses incurred by the A Class and C Class pursuant to the Plan were as follows:

Fund A Class C Class
MLP & Pipeline Fund        $  1,234,899        $  456,028
MLP & Energy Income 133,848 524,037
Select Opportunity Fund 7,482 20,260

Tortoise 47



 
 
  
 
Notes to Financial Statements (continued)
 
 

8. Investment Transactions

The aggregate purchases and sales, excluding U.S. government securities and short-term investments, by the Funds for the year ended November 30, 2019, were as follows:

Fund Purchases Sales
MLP & Pipeline Fund       $  775,321,029       $  827,338,311
MLP & Energy Income Fund 407,343,606 524,491,611
MLP & Energy Infrastructure Fund 107,593,231 288,188,646
Select Opportunity Fund 31,061,459 40,558,645

9. Federal Tax Information

As of November 30, 2019, cost basis of investments for federal income tax purposes and the components of accumulated losses on a tax basis were as follows:

Tortoise Tortoise Tortoise Tortoise
MLP & Pipeline MLP & Energy MLP & Energy Select Opportunity
Fund Income Fund Infrastructure Fund Fund
Cost of investments       $  3,764,715,359       $ 677,167,316       $ 68,137,532       $ 25,781,618
Gross unrealized appreciation $ 412,386,592 $ 139,368,160 $ 35,549,181 $ 708,355
Gross unrealized depreciation (606,841,658 ) (137,649,420 ) (40,375,763 ) (1,144,302 )
Net unrealized appreciation (depreciation) (194,455,066 ) 1,718,740 (4,826,582 ) (435,947 )
Undistributed ordinary income 356,595
Undistributed long-term capital gain
Total distributable income and capital gains 356,595
Other accumulated losses (289,540,628 ) (240,300,975 ) (120,282,837 ) (29,607,421 )
Total distributable earnings (loss) $ (483,995,694 ) $  (238,582,235 ) $ (125,109,419 ) $ (29,686,773 )

The difference between book and tax-basis cost is attributable primarily to wash sales and MLP adjustments, if any.

As of November 30, 2019, the MLP & Pipeline Fund, the MLP & Energy Income Fund, the MLP & Energy Infrastructure Fund and the Select Opportunity Fund had short-term capital loss carryforwards of $42,273,143, $126,841,117, $60,741,514 and $17,446,341, respectively, and long-term capital loss carryforwards of $228,443,960, $108,306,996, $57,548,053 and $12,161,080, respectively, which may be carried forward for an unlimited period under the Regulated Investment Company Modernization Act of 2010. Included in the total capital loss carryforward, the Select Opportunity Fund has a short-term carryforward of $1,741,778 and a long-term carryforward of $5,470,474 that it inherited as the result of the merger with North American Energy Independence Fund. These capital loss carryforwards are further subject to an annual limitation of $105,999 pursuant to Section 382. To the extent the Funds realize future net capital gains, those gains will be offset by any unused capital loss carryforwards. Capital loss carryforwards will retain their character as either short-term or long-term capital losses. Thus, such losses must be used first to offset gains of the same character; for example, long-term loss carryforwards will first offset long-term gains, before they can be used to offset short-term gains. For the MLP & Pipeline Fund, MLP & Energy Income Fund, MLP & Energy Infrastructure Fund, and the Select Opportunity Fund, the capital gains and losses have been estimated based on information currently available and are subject to revision upon receipt of the 2019 tax reporting information from the individual MLPs.

In order to meet certain excise tax distribution requirements, the Funds are required to measure and distribute annually net capital gains realized during a twelve month period ending November 30 and net investment income earned during a twelve month period ending December 31. In connection with this, the Funds are permitted for tax purposes to defer into their next fiscal year qualified late year losses. Qualified late year ordinary losses are any net ordinary capital losses incurred between January 1 and the end of their fiscal year, November 30, 2019. For the taxable year ended November 30, 2019, The MLP & Pipeline Fund, the MLP & Energy Infrastructure Fund and the Select Opportunity Fund do not plan to defer any late year losses. The MLP & Energy Income Fund deferred, on a tax basis, late year ordinary losses of $1,030,656.

During the year ended November 30, 2019, the Funds paid the following distributions to shareholders:

MLP & Energy Select
MLP & Pipeline MLP & Energy Infrastructure Opportunity
Fund Income Fund Fund Fund
Ordinary income*       $ 61,120,453       $ 1,231,712       $ 8,869,767       $
Long-term capital gains**
Return of capital 114,297,923 72,423,404 5,582,876
Total distributions $    175,418,376 $    73,655,116 $   14,452,643 $              —

48 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Notes to Financial Statements (continued)
 

During the year ended November 30, 2018, the Funds paid the following distributions to shareholders:

MLP & Energy Select
MLP & Pipeline MLP & Energy Infrastructure Opportunity
      Fund       Income Fund       Fund       Fund
Ordinary income* $ 49,510,575 $ 48,181,707 $ 17,751,685 $
Long-term capital gains**
Return of capital 86,912,854 32,854,814 8,879,368
Total distributions $    136,423,429 $    81,036,521 $    26,631,053 $               —

* For federal income tax purposes, distributions of short-term capital gains are treated as ordinary income distributions.
** The Funds designate as long-term capital gain distributions, pursuant to Internal Revenue Code Section 852(b)(3)(c).

10. Transactions with Affiliates

If the Fund’s holding represents ownership of 5% or more of the voting securities of a company, the company is deemed to be an affiliate as defined by the 1940 Act. The MLP & Pipeline Fund conducted transactions during the year ended November 30, 2019 with affiliated companies as so defined:

      Beginning shares       Additions       Reductions       Ending shares                          
Plains GP Holdings LP(1)     8,998,140     282,243 676,427 8,603,956
SemGroup Corporation(1)     4,278,476     1,197,548 5,476,024

Value as of Change in
November 30, Realized Gain Unrealized
      2019       Dividend Income       Return of Capital       (Loss)       Depreciation
Plains GP Holdings LP(1) $ 150,311,111 $ $         11,726,299 $ 3,029,836 $  (30,960,330 )
SemGroup Corporation(1)            2,321,535 5,404,576 (35,330,453 ) 46,239,583

(1) Security is unaffiliated as of November 30, 2019.

11. Line of Credit

The MLP & Pipeline Fund established a line of credit (“LOC”) in the amount of $200,000,000. Borrowings under the loan agreement are charged an interest rate equal to prime, 4.75% as of November 30, 2019. This LOC is intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The credit facility is with the MLP & Pipeline Fund’s custodian, U.S. Bank, N.A. During the year ended November 30, 2019, the MLP & Pipeline Fund had average outstanding borrowings of $1,193,175 under the LOC and paid a weighted-average interest rate of 5.10%. As of November 30, 2019, the amount of outstanding borrowing was $7,305,000.

12. Control Ownership

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940. As of November 30, 2019, each Fund’s percentage of control ownership positions greater than 25% are as follows:

Fund       Shareholder       Percent of Shares Held
MLP & Energy Income Fund Merrill Lynch, Pierce, Fenner & Smith Inc.            35.53%           
MLP & Energy Infrastructure Fund T. Rowe Price 66.58%
Select Opportunity Fund Morgan Stanley Smith Barney, LLC 36.59%

13. Change in Independent Public Accountant

On June 26, 2019, the appointment of Tait, Weller & Baker LLP (“Tait”) as the MLP & Energy Income Fund’s and the MLP & Energy Infrastructure Fund’s independent registered public accountant ended, and upon the recommendation of the Trust’s Audit Committee and approval of the Board of Trustees, the MLP & Energy Income Fund and MLP & Energy Infrastructure Fund engaged Ernst & Young LLP (“E&Y”) as the MLP & Energy Income Fund’s and MLP & Energy Infrastructure Fund’s principal independent auditors for the fiscal year ending November 30, 2019. Tait had served as the principal independent auditor from the MLP & Energy Income Fund’s and the MLP & Energy Infrastructure Fund’s fiscal years ended November 30, 2017 and November 30, 2018. The reports of Tait on the financial statements of the MLP & Energy Income Fund and the MLP & Energy Infrastructure Fund for such periods contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the MLP & Energy Income Fund’s and the MLP & Energy Infrastructure Fund’s fiscal years ended November 30,2017 and November 30, 2018, there were no disagreements with Tait on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Tait, would have caused Tait to make references thereto in their report on the financial statements of such years.

Tortoise 49



 
 
 
 
Notes to Financial Statements (continued)
 

14. Reorganization of MLP & Energy Income Fund and MLP & Energy Infrastructure Fund

On November 15, 2019, as the result of a tax-free reorganization, the Advisory Research MLP & Energy Income Fund and the Advisory Research MLP & Energy Infrastructure Fund (collectively the “Predecessor Funds”), each a series of the Investment Managers Series Trust, a registered open-end investment company, were reorganized into the Trust. The plan of reorganization was approved by the shareholders of the Advisory Research MLP & Energy Income Fund on November 6, 2019 and the Advisory Research MLP & Energy Infrastructure Fund on November 13, 2019. Effective on that date, the Predecessor Funds were renamed the Tortoise MLP & Energy Income Fund and the Tortoise MLP & Energy Infrastructure Fund, and all of their shares were exchanged for shares of the corresponding classes of the MLP & Energy Income Fund and the MLP & Energy Infrastructure Fund. The Predecessor Funds were deemed to be the accounting survivors for financial reporting purposes and as a result, the financial statements of the MLP & Energy Income Fund and the MLP & Energy Infrastructure Fund reflect the operations of the Predecessor Funds for the period prior to the reorganization date. As a part of the reorganization, to align accounting policies to the Trust, certain beginning balances have been reclassified.

As a tax-free reorganization, any unrealized appreciation or depreciation on the securities on the date of reorganization was treated as a non-taxable event, thus the cost basis of the securities held reflect their historical cost basis as of the date of reorganization. Immediately prior to the reorganization, the net assets, fair value of investments, and net unrealized appreciation of the Predecessor Funds were as follows:

Net Unrealized
Fair Value of Appreciation
Fund       Net Assets       Investments       (Depreciation)
Advisory Research MLP & Energy Income Fund $   727,486,011 $   724,808,363 $   (92,114,936 )
Advisory Research MLP & Energy Infrastructure Fund 76,847,206 76,285,778 (14,270,869 )

At the date of the reorganization, total fund shares outstanding totaled 104,343,165 and 11,414,232 for the Predecessor MLP & Energy Income Fund and the Predecessor MLP & Energy Infrastructure Fund, respectively.

15. Subsequent Events

On December 27, 2019, the MLP & Pipeline Fund paid a distribution to the Institutional Class in the amount of $22,325,375 or $0.078 per share and the A Class in the amount of $2,402,796 or $0.059 per share.

On December 27, 2019, the MLP & Energy Income Fund paid a distribution to the Institutional Class in the amount of $193,185 or $0.002 per share and the A Class in the amount of $2,553 or $0.0004 per share.

On December 27, 2019, the MLP & Energy Infrastructure Fund paid a distribution to the Institutional Class in the amount of $105,517 or $0.009 per share.

On December 27, 2019, the Select Opportunity Fund paid a distribution to the Institutional Class in the amount of $316,197 or $0.159 per share, the A Class in the amount of $39,647 or $0.132 per share, and the C Class in the amount of $3,679 or $0.023 per share.

On November 25, 2019, U.S. Bancorp, the parent company of Quasar Distributors, LLC, the Fund’s distributor, announced that it had signed a purchase agreement to sell Quasar to Foreside Financial Group, LLC such that Quasar will become a wholly-owned broker-dealer subsidiary of Foreside. The transaction is expected to close by the end of March 2020. Quasar will remain the Fund’s distributor at the close of the transaction, subject to Board approval.

On December 23, 2019, the Select Opportunity Fund will hold a special shareholder meeting to consider a vote on a new investment sub-advisory agreement (the “Sub-Advisory Agreement”) between Tortoise Capital Advisors, L.L.C. (the “Adviser”) and Tortoise Advisors UK Limited (the “Sub-Adviser”) with respect to the Select Opportunity Fund. Shareholders of record of the Select Opportunity Fund at the close of business on the record date, November 22, 2019, are entitled to notice of and to vote at the Special Meeting and any adjournment(s) or postponements thereof. The Board of Trustees approved the Sub-Advisory Agreement at a meeting held on November 20, 2019 and is proposing shareholders approve the Sub-Advisory Agreement. The Notice of Special Meeting of Shareholders, proxy statement and proxy card are being mailed on or about December 6, 2019, to such shareholders of record.

On December 31, 2019, the Select Opportunity Fund changed its name to Tortoise Energy Evolution Fund. On December 31, 2019, the Tortoise Energy Evolution Fund also changed its principal investment strategy to invest in securities benefiting from the long-term growth associated with the changes in energy supply relating to the energy transition that is currently underway.

Management has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.

50 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Report of Independent Registered Public Accounting Firm
 

To the Shareholders and the Board of Trustees
Tortoise MLP & Pipeline Fund
Tortoise MLP & Energy Income Fund
Tortoise MLP & Energy Infrastructure Fund
Tortoise Select Opportunity Fund

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Tortoise MLP & Pipeline Fund, Tortoise MLP & Energy Income Fund, Tortoise MLP & Energy Infrastructure Fund, and Tortoise Select Opportunity Fund, (collectively referred to as the “Funds”) (four of the funds constituting the Managed Portfolio Series (the “Trust”)), including the schedules of investments, as of November 30, 2019, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of five years in the period then ended and the related notes (collectively referred to as the “financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds (four of the funds constituting the Trust) at November 30, 2019, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended and their financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on each of the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2019, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor for one or more of the portfolios that comprise the Managed Portfolio Series since 2011.

Minneapolis, Minnesota
January 29, 2020

Tortoise 51



 
 
 
 
Investment Advisory Agreement (unaudited)
 

Approval of Investment Advisory Agreement — Tortoise Capital Advisors, L.L.C.

At the special meeting of the Board of Trustees of Managed Portfolio Series (“Trust”) on June 26, 2019, the Trust’s Board of Trustees (“Board”), including all of the Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, (“Independent Trustees”) considered and approved the Investment Advisory Agreement between the Trust and Tortoise Capital Advisors, L.L.C. (“TCA” or the “Adviser”) regarding the Tortoise MLP & Energy Income Fund (the “Energy Income Fund”) and the Tortoise MLP & Energy Infrastructure Fund (the “Energy Infrastructure Fund”) (together, the “Funds”) (the “Advisory Agreement”) for an initial two-year term.

Prior to the meeting, the Board received and considered information from TCA and the Trust’s administrator designed to provide the Board with the information necessary to evaluate the approval of the Advisory Agreement (“Support Materials”). In addition, at the June meeting, representatives of TCA and Advisory Research, Inc. (“ARI”) met with the Board telephonically to discuss the proposed reorganization (the “Reorganization”) of the Advisory Research MLP & Energy Income Fund (the “Target Energy Income Fund”) and the Advisory Research MLP & Energy Infrastructure Fund (the “Target Energy Infrastructure Fund,” and together with the Target Energy Income Fund the “Target Funds”), two series of Investment Managers Series Trust (the “Target Trust”) into the Energy Income Fund and the Energy Infrastructure Fund. Before voting to approve the Advisory Agreement, the Board reviewed the Support Materials with Trust management and with counsel to the Independent Trustees, and received a memorandum from such counsel discussing the legal standards for the Board’s consideration of the Advisory Agreement. This information formed the primary basis for the Board’s determinations.

In determining whether to approve the Advisory Agreement, the Trustees considered all factors they believed relevant, including the following with respect to each Fund: (1) the nature, extent, and quality of the services to be provided by TCA with respect to the Fund; (2) the cost of the services to be provided and the profits to be realized by TCA from services rendered to the Fund; (3) comparative fee and expense data for the Fund and other investment companies with similar investment objectives; (4) the extent to which economies of scale may be realized as the Fund grows, and whether the proposed advisory fee for the Fund reflects such economies of scale for the Fund’s benefit; and (5) other benefits to TCA resulting from services rendered to the Fund. In their deliberations, the Trustees did not identify any particular information that was all-important or controlling.

Based upon TCA’s presentation and information from TCA and the Trust’s administrator designed to provide the Trustees with the information necessary to evaluate the terms of the proposed Advisory Agreement, the Board concluded that the overall arrangements between the Trust and TCA as will be set forth in the Advisory Agreement, as the proposed agreement relates to each Fund, are fair and reasonable in light of the services that TCA will perform, the investment advisory fees that TCA will receive for such services, and such other matters as the Trustees considered relevant in the exercise of their reasonable business judgment. The material factors and conclusions that formed the basis of the Trustees’ determination to approve the Advisory Agreement, as it relates to each Fund, are summarized below.

Nature, Extent and Quality of Services Provided. The Trustees considered the scope of services that TCA will provide under the Advisory Agreement with respect to each Fund, noting that such services include but are not limited to the following with respect to each Fund: (1) investing the Fund’s assets consistent with the Fund’s investment objective and investment policies; (2) determining the portfolio securities to be purchased, sold, or otherwise disposed of and the timing of such transactions; (3) voting all proxies with respect to the Fund’s portfolio securities; (4) maintaining the required books and records for transactions effected by TCA on behalf of the Fund; and (5) selecting broker-dealers to execute orders on behalf of the Fund. The Trustees considered that TCA and its affiliate, Tortoise Index Solutions, LLC currently manage six other series of the Trust. The Trustees noted that TCA is well capitalized. The Trustees also considered TCA’s assets under management. The Trustees also considered that TCA would be hiring the portfolio management team that had managed each Fund since its respective inception date and certain support staff that had worked on the Funds. The Trustees also considered the significant experience of the portfolio management team for the Funds managing closed-end funds or separately managed accounts in strategies similar to those of the Funds. The Trustees concluded that they were satisfied with the nature, extent, and quality of services that TCA proposed to provide to each Acquiring Fund under the Advisory Agreement.

Fund Historical Performance and the Overall Performance of TCA. In assessing the quality of the portfolio management that would be delivered by TCA, the Trustees reviewed the short-term and long-term performance of the Target Funds, as managed by the same portfolio management team proposed to manage the Funds, on both an absolute basis and in comparison to appropriate benchmark indices, and the Fund’s peer funds according to Morningstar classifications. When comparing each Fund’s performance against its respective Morningstar peer group, the Trustees took into account that the investment objective and strategies of each Fund, as well as the Fund’s level of risk tolerance, may differ significantly from the funds in the peer group.

Energy Income Fund. The Trustees noted that the Target Energy Income Fund had underperformed its peer group median and average for the year-to-date period ended May 31, 2019 but had outperformed its peer group average over the one-year, three-year and five-year periods ended May 31, 2019. The Trustees also noted that the Fund had outperformed its primary benchmark index over the year-to-date period ended May 31, 2019 but underperformed the primary benchmark over the one-year, three-year and five-year periods ended May 31, 2019. The Trustees also considered that the Fund had underperformed its secondary, industry-specific benchmark over the year-to-date and one-year periods ended May 31, 2019, but outperformed the secondary benchmark over the three-year and five-year periods ended May 31, 2019.

52 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Investment Advisory Agreement (unaudited) (continued)
 

Energy Infrastructure Fund. The Trustees noted the Target Energy Infrastructure Fund had underperformed its peer group median and average for the year-to-date period ended May 31, 2019 but had outperformed its peer group median and average over the one-year, three-year and five-year periods ended May 31, 2019. The Trustees also noted that the Fund had outperformed its primary benchmark index over the year-to-date period ended May 31, 2019 but underperformed the primary benchmark over the one-year, three-year and five-year periods ended May 31, 2019. The Trustees also considered that the Fund had underperformed its secondary, industry-specific benchmark over the year-to-date and one-year periods ended May 31, 2019, but outperformed the secondary benchmark over the three-year and five-year periods ended May 31, 2019

Cost of Advisory Services and Profitability. The Trustees considered the proposed annual management fee that each Fund would pay to TCA under the Advisory Agreement in the amount of 1.00% of the Energy Income Fund’s average annual daily net assets and 0.75% of the Energy Infrastructure Fund’s average annual daily net assets. They also considered TCA’s pro forma profitability analysis for the first 12 months of each Fund’s operations as a series of the Trust. In that regard, the Trustees noted that TCA anticipated that the Energy Income Fund would be profitable to TCA over the first 12 months of operations as a series of the Trust but that the Energy Infrastructure Fund was not expected to be profitable to TCA over the same period. The Trustees noted that TCA currently manages private funds, closed-end funds and separately managed accounts with investment strategies that are substantially similar to each Fund. TCA identified additional services provided to the Funds to justify a higher management fee relative to the private funds or separately managed accounts managed with similar investment strategies to the Funds. The Trustees also noted that TCA had contractually agreed, for a period of at least two years, to waive its management fees and reimburse the Fund for its operating expenses to the extent necessary to ensure that Total Annual Fund Operating Expenses (excluding Rule 12b-1 fees, shareholder servicing fees, acquired fund fees and expenses, interest expense, taxes, and non-routine expenses) do not exceed 1.25% of the average daily net assets of the Energy Income Fund and 1.00% of the Energy Infrastructure Fund. The Trustees expected that TCA’s service relationship with the Energy Income Fund would yield a reasonable profit but that the relationship with the Energy Infrastructure Fund would not be profitable.

Comparative Fee and Expense Data. The Trustees considered a comparative analysis of contractual expenses that each Fund will bear and those of funds in the Morningstar benchmark peer group. The Trustees noted that:

Energy Income Fund. The Fund’s proposed management fee of 1.00% was equal to the median and slightly above the average management fee for the peer group. The projected total expenses of the Fund’s Institutional Class shares were below the peer group median and average total expenses while the projected total expenses of the Fund’s A Class and C Class shares were above the peer group median and average total expenses.
 
Energy Infrastructure Fund. The Fund’s proposed management fee of 0.75% was significantly below the median and average management fees for the peer group. The projected total expenses of the Fund were also significantly below the peer group median and average total expenses.

Noting the similarity in strategy between the Funds, the Trustees considered that the Funds invest in high yield fixed income securities which are labor intensive to source, research and negotiate for purchase. The Trustees further considered that that, as a result, managing the Energy Income Fund, with three share classes, significantly greater cash flows and a significantly greater shareholder base, requires significantly more time and resources to manage than the Energy Infrastructure Fund. The Trustees concluded that, due to those factors, it was reasonable to compensate TCA a greater amount for managing the Energy Income Fund. While recognizing that it is difficult to compare advisory fees because the scope of advisory services provided may vary from one investment adviser to another, the Trustees concluded that TCA’s proposed advisory fee for each Fund is reasonable.

Economies of Scale. The Trustees considered whether the Funds would benefit from any economies of scale, noting that the proposed management fees for the Funds did not have breakpoints. The Trustees concluded that it is not necessary to consider the implementation of fee breakpoints at this time, but committed to revisit this issue in the future as circumstances change and asset levels increase.

Other Benefits. The Trustees considered the direct and indirect benefits that could be realized by TCA, and its affiliates, from their respective relationships with the Funds. The Trustees noted that TCA did not anticipate utilizing soft dollar arrangements with respect to portfolio transactions. The Trustees noted that TCA will not use affiliated brokers to execute the Funds’ portfolio transactions. The Trustees considered that TCA may receive some form of reputational benefit from services rendered to the Funds, but that such benefits are immaterial and cannot otherwise be quantified. The Trustees concluded that TCA will not receive additional material benefits from their relationship with the Acquiring Funds.

Tortoise 53



 
 
 
 
Trustees & Officers (unaudited)
November 30, 2019

Name, Address
and Year of Birth
Position(s) Held
with the Trust
Term of Office
and Length of
Time Served
Number of
Portfolios
in Trust
Overseen
by Trustee
Principal Occupation(s)
During the Past Five Years
Other Directorships
Held by Trustee During
the Past Five Years
Independent Trustees
Leonard M. Rush, CPA
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1946
     Lead Independent
Trustee and Audit
Committee Chairman
     Indefinite Term;
Since April 2011
     39      Retired, Chief Financial Officer, Robert W. Baird & Co. Incorporated (2000-2011).      Independent Trustee, ETF Series Solutions (52 Portfolios) (2012-Present); Director, Anchor Bancorp Wisconsin, Inc. (2011-2013).
David A. Massart
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1967
Trustee and Valuation
Committee Chairman
Indefinite Term;
Since April 2011
39 Co-Founder and Chief Investment Strategist, Next Generation Wealth Management, Inc. (2005-present). Independent Trustee, ETF Series Solutions (52 Portfolios) (2012-Present).
David M. Swanson
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1957
Trustee and Nominating
& Governance
Committee Chairman
Indefinite Term;
Since April 2011
39 Founder and Managing Principal, SwanDog Strategic Marketing, LLC (2006-present). Independent Trustee, ALPS Variable Investment Trust (10 Portfolios) (2006-Present); Independent Trustee, RiverNorth Opportunities Closed-End Fund (2015-Present).
Interested Trustee
Robert J. Kern*
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1958
Chairman, and Trustee Indefinite Term;
Since January
2011
39 Retired Executive Vice President, U.S. Bancorp Fund Services, LLC (1994-2018). None
Officers
Brian R. Wiedmeyer
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1973
     President and Principal
Executive Officer
     Indefinite Term;
Since November 2018
     N/A      Vice President, U.S. Bancorp Fund Services, LLC (2005-present).      N/A
Deborah Ward
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1966
Vice President,
Chief Compliance
Officer and Anti-Money
Laundering Officer
Indefinite Term;
Since April 2013
N/A Senior Vice President, U.S. Bancorp Fund Services, LLC (2004-present). N/A
Benjamin Eirich
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1981
Vice President,
Treasurer and Principal
Financial Officer
Indefinite Term;
Since August 2019
(Treasurer);
Since November 2018
(Vice President)
N/A Assistant Vice President, U.S. Bancorp Fund Services, LLC (2008-present). N/A
Thomas A. Bausch, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1979
Secretary Indefinite Term;
Since November 2017
N/A Vice President, U.S. Bancorp Fund Services, LLC (2016-Present); Associate, Godfrey & Kahn S.C. (2012-2016). N/A
Douglas Schafer
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1970
Vice President and
Assistant Treasurer
Indefinite Term;
Since May 2016
(Assistant Treasurer);
Since November 2018
(Vice President)
N/A Assistant Vice President, U.S. Bancorp Fund Services, LLC (2002-present). N/A
Michael Cyr II
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1992
Vice President and
Assistant Treasurer
Indefinite Term;
Since August 2019
N/A Officer,
U.S. Bancorp Fund Services, LLC
(2013-present).
N/A

*

Mr. Kern is an “interested person” of the Trust as defined by the 1940 Act by virtue of the fact that he was a board member of the Fund’s principal underwriter, Quasar Distributors, LLC, an affiliate of the Administrator.


54 Tortoise



 
 
2019 Annual Report | November 30, 2019
 
Additional Information (unaudited)
 
 

Availability of Fund Portfolio Information

The Fund files complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT. The Funds’ Part F of Form N-PORT are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-732-0330. The Funds’ Forms N-Q or Part F of Form N-PORT may also be obtained by calling toll-free 1-855-TCA-Fund or 1-855-822-3863.

Availability of Proxy Voting Information

A description of the Funds’ Proxy Voting Policies and Procedures is available without charge, upon request, by calling 1-855-TCA-Fund or 1-855-822-3863. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, is available (1) without charge, upon request, by calling 1-855-TCA-Fund or 1-855-822-3863, or (2) on the SEC’s website at www.sec.gov.

Qualified Dividend Income/Dividends Received Deduction

For the fiscal year ended November 30, 2019, certain dividends paid by the Funds may be reported as qualified dividend income and may be eligible for taxation at capital gain rates. The Percentage of dividends declared from ordinary income designated as qualified dividend income was 100.00%, 100.00%, 15.60%, and 0.00% for the MLP & Pipeline Fund, MLP & Energy Income Fund, MLP & Energy Infrastructure Fund, and Select Opportunity Fund, respectively.

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended November 30, 2019 was 68.72%, 100.00%, 14.85%, and 0.00% for the MLP & Pipeline Fund, MLP & Energy Income Fund, MLP & Energy Infrastructure Fund, and Select Opportunity Fund, respectively.

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C) was 0.00%, 0.00%, 0.00%, and 0.00% for the MLP & Pipeline Fund, MLP & Energy Income Fund, MLP & Energy Infrastructure Fund, and Select Opportunity Fund, respectively.

Results of Special Shareholder Meeting

All Fund shareholders of record at the close of business on November 22, 2019, were entitled to vote. As of the record date, the Select Opportunity Fund had 3,403,052 shares outstanding. Of the 2,308,372 Select Opportunity Fund shares present in person or by Proxy at the meeting December 23, 2019: 2,274,910 shares or 99.55% voted in favor of the proposals, 6,605 voted against and 10,794 shares abstained from voting. Accordingly, the proposals were approved

PRIVACY NOTICE

The Funds collect only relevant information about you that the law allows or requires it to have in order to conduct its business and properly service you. The Funds collect financial and personal information about you (“Personal Information”) directly (e.g., information on account applications and other forms, such as your name, address, and social security number, and information provided to access account information or conduct account transactions online, such as password, account number, e-mail address, and alternate telephone number), and indirectly (e.g., information about your transactions with us, such as transaction amounts, account balance and account holdings).

The Funds do not disclose any non-public personal information about its shareholders or former shareholders other than for everyday business purposes such as to process a transaction, service an account, respond to court orders and legal investigations or as otherwise permitted by law. Third parties that may receive this information include companies that provide transfer agency, technology and administrative services to the Funds, as well as the Funds’ investment adviser who is an affiliate of the Funds. If you maintain a retirement/educational custodial account directly with the Funds, we may also disclose your Personal Information to the custodian for that account for shareholder servicing purposes. The Funds limit access to your Personal Information provided to unaffiliated third parties to information necessary to carry out their assigned responsibilities to the Fund. All shareholder records will be disposed of in accordance with applicable law. The Funds maintain physical, electronic and procedural safeguards to protect your Personal Information and requires its third party service providers with access to such information to treat your Personal Information with the same high degree of confidentiality.

In the event that you hold shares of the Funds through a financial intermediary, including, but not limited to, a broker-dealer, credit union, bank or trust company, the privacy policy of your financial intermediary governs how your non-public personal information is shared with unaffiliated third parties.

Tortoise 55




































































Contacts

Board of Trustees
David Massart
Leonard Rush, CPA
David Swanson
Robert Kern

Investment Adviser
Tortoise Capital Advisors, L.L.C.
5100 W. 115th Place
Leawood, KS 66211

Independent Registered Public
Accounting Firm
Ernst & Young, LLP
220 South Sixth Street, Suite 1400
Minneapolis, MN 55402

Transfer Agent, Fund Accountant
And Fund Administrator
U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue
Milwaukee, WI 53202

Distributor
Quasar Distributors, LLC
777 East Wisconsin Avenue
Milwaukee, WI 53202

Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive
Milwaukee, WI 53212

Fund Counsel
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103-7096

855-TCA-FUND
(855-822-3863)

This report must be accompanied or preceded by a prospectus.

The Fund’s Statement of Additional Information contains additional information about the Fund’s trustees and is available without charge upon request by calling 1-855-TCA-Fund or 1-855-822-3863.






5100 W. 115th Place
Leawood, KS 66211

www.tortoiseadvisors.com


Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this period.

The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the registrant’s code of ethics that applies to the registrant’s principal executive officer and principal financial officer is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Leonard M. Rush is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past fiscal year. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the past fiscal year. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning, including reviewing the Fund’s tax returns and distribution calculations. There were no “other services” provided by the principal accountant. For the fiscal years ended November 30, 2019 and November 30, 2018, the Fund’s principal accountant was Ernst & Young. The following table details the aggregate fees billed or expected to be billed for each of the last fiscal year for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

      FYE 11/30/2019       FYE 11/30/2018
Audit Fees $194,000 $143,100
Audit-Related Fees $0 $0
Tax Fees $91,645 $73,170
All Other Fees $0 $0

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.


The percentage of fees billed by Ernst & Young applicable to non-audit services pursuant to waiver of pre-approval requirement was as follows:

      FYE 11/30/2019       FYE 11/30/2018
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

The following table indicates the non-audit fees, other than the tax services as noted above, billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees       FYE 11/30/2019       FYE 11/30/2018
Registrant $0 $0
Registrant’s Investment Adviser $45,100 $136,497

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

(a) Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.


Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

(a)     

The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b)

There were no significant changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not applicable to open-end investment companies.

Item 13. Exhibits.

(a)      

(1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. 1) Filed herewith

 

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

 

(4) Change in the registrant’s independent public accountant. There was a change in the registrant’s independent public accountant for the period covered by this report. Filed herewith.

 

(b)

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      (Registrant)       Managed Portfolio Series

      By (Signature and Title)*     /s/ Brian R. Wiedmeyer
   Brian R. Wiedmeyer, President

      Date     February 6, 2020              

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

      By (Signature and Title)*     /s/ Brian R. Wiedmeyer
   Brian R. Wiedmeyer, President

      Date     February 6, 2020              

      By (Signature and Title)*     /s/ Benjamin J. Eirich
   Benjamin J. Eirich, Treasurer

      Date     February 6, 2020              

* Print the name and title of each signing officer under his or her signature.