M&A: Tortoise Capital Series Trust

Form Type: POS EX

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025001947

Comments: On January 8, 2025, Tortoise Capital Series Trust filed a Post-Effective Amendment No. 1 to their Registration Statement under the Securities Act of 1933. This amendment focuses on incorporating executed opinions and consents from Vedder Price P.C. related to the tax implications of mergers outlined in the previously filed Joint Proxy Statement/Prospectus. The document acknowledges the regulations around indemnification for trustees and officers under Maryland law. It lists various exhibits including the Certificate of Trust, By-Laws, and investment agreements along with opinions supporting tax matters concerning specific mergers between multiple Tortoise funds, namely Tortoise Power and Energy Infrastructure Fund, Inc., Tortoise Pipeline & Energy Fund, Inc., and Tortoise Energy Independence Fund, Inc. The registration statement includes complex legal undertakings related to future prospectuses and amendments to comply with the Securities Act.

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Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000121390024112993

Comments: On December 20, 2024, Tortoise Pipeline & Energy Fund, Inc., Tortoise Energy Independence Fund, Inc., and Tortoise Power and Energy Infrastructure Fund, Inc. merged into a wholly-owned subsidiary of Tortoise Power and Energy Infrastructure Fund, a series of Tortoise Capital Series Trust. This merger resulted in the Fund assuming the accounting history of the predecessor fund. Consequently, a change in the independent registered public accounting firm occurred, with Tait, Weller & Baker LLP being appointed as the firm for the Fund. The reports from the prior firm, Ernst & Young LLP, did not contain any adverse opinions or qualifications. No disagreements or reportable events were noted during the fiscal years leading up to the merger. The Trust communicated these changes and relevant disclosures to Ernst & Young LLP, requesting a letter of agreement, which is included as an exhibit in the report.

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Form Type: 497

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000121390024111315

Comments: On December 5, 2024, stockholders of Tortoise Pipeline & Energy Fund, Inc., Tortoise Energy Independence Fund, Inc., and Tortoise Power and Energy Infrastructure Fund, Inc. approved an Agreement and Plan of Merger, whereby the Target Funds will merge with and into a wholly-owned subsidiary of Tortoise Capital Series Trust, leading to the assumption of performance history by Tortoise Power and Energy Infrastructure Fund. This merger positions the new fund for strategic advantages in the energy infrastructure sector, reflecting an intent to optimize operations and provide increased investment opportunities for stakeholders.

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Form Type: CORRESP

Filing Date: 2024-11-04

Corporate Action: Merger

Type: Update

Accession Number: 000121390024094311

Comments: Tortoise Capital Series Trust filed a response to comments from the U.S. Securities and Exchange Commission regarding Pre-Effective Amendment No. 2 to its Registration Statement on Form N-14, which pertains to the issuance of shares of beneficial interest of the Tortoise Power and Energy Infrastructure Fund in connection with the proposed mergers of Tortoise Pipeline & Energy Fund, Tortoise Energy Independence Fund, and Tortoise Power and Energy Infrastructure Fund, Inc. with a wholly-owned subsidiary of the Acquiring Fund. The response addressed comments received from the SEC staff about fiduciary duties of trustees and revisions required in the Declaration of Trust. The Registrant made the necessary changes and confirmed there were no other disclosure changes aside from those specified.

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Form Type: CORRESP

Filing Date: 2024-10-25

Corporate Action: Merger

Type: Update

Accession Number: 000121390024090772

Comments: Tortoise Capital Series Trust has submitted a letter to the U.S. Securities and Exchange Commission (SEC) responding to comments on its Registration Statement on Form N-14 filed on October 15, 2024. This relates to proposed mergers involving the Tortoise Pipeline & Energy Fund, Inc., Tortoise Energy Independence Fund, Inc., and Tortoise Power and Energy Infrastructure Fund, which will merge into a wholly-owned subsidiary of the Tortoise Power and Energy Infrastructure Fund (the Acquiring Fund). The letter outlines amendments made to the Declaration of Trust as a response to the SEC's comments to ensure compliance with the Investment Company Act of 1940 and address fiduciary duties, shareholder litigation, indemnification provisions, and limitations on derivative suits. The registration statement includes a detailed explanation of the investment strategies, risk factors, and adjustments based on SEC feedback, ensuring accurate disclosure to shareholders regarding the mergers.

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Form Type: N-14/A

Filing Date: 2024-10-25

Corporate Action: Merger

Type: Update

Accession Number: 000121390024090760

Comments: Tortoise Capital Series Trust filed with the SEC an updated registration statement for its merger proposal involving Tortoise Pipeline & Energy Fund, Inc. (TTP), Tortoise Energy Independence Fund, Inc. (NDP), and Tortoise Power and Energy Infrastructure Fund, Inc. (TPZ), collectively termed the Target Funds. A special meeting of stockholders is scheduled for November 25, 2024, where stockholders will vote on the proposed merger, which aims to merge each Target Fund with a subsidiary of the Tortoise Power and Energy Infrastructure Fund, creating an exchange-traded fund (ETF). The Board of Directors of each Target Fund recommends that stockholders vote in favor of the merger, citing benefits such as potential reductions in share discount to net asset value (NAV), tax advantages, and improved income levels due to lower expenses. The statement outlines anticipated operational changes following the merger, distribution policies, and tax implications associated with the transaction. Stockholders are encouraged to review the enclosed proxy materials and participate in the voting process to facilitate the merger's completion, expected in Q4 2024. Additionally, the document details the financial implications of the merger including outlined projected expenses.

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Form Type: CORRESP

Filing Date: 2024-10-16

Corporate Action: Merger

Type: Update

Accession Number: 000121390024088008

Comments: Tortoise Capital Series Trust is addressing various comments from the U.S. Securities and Exchange Commission regarding its Registration Statement on Form N-14 for the proposed mergers involving Tortoise Pipeline & Energy Fund, Inc., Tortoise Energy Independence Fund, Inc., and Tortoise Power and Energy Infrastructure Fund, Inc. These mergers aim to consolidate the Target Funds into a wholly-owned subsidiary of the Tortoise Power and Energy Infrastructure Fund (the Acquiring Fund). The Registrant is filing Pre-Effective Amendment No. 1 to address these comments and include all necessary disclosures, corrections, and exhibits. The comments highlight necessary revisions in the disclosure, including the approval of the mergers by the Target Fund Boards and the impact on operational expenses and fees for stockholders. Clarifications have been made regarding the structure of the mergers, the governing documents of the funds, and potential impacts on the investments and distributions to stockholders. The Registrant confirms that it complies with all relevant SEC guidelines and provides updates on the governance and operational strategies of the funds post-merger.

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Form Type: N-14/A

Filing Date: 2024-10-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390024087855

Comments: On October 15, 2024, Tortoise Capital Series Trust filed a registration statement with the SEC regarding a proposed merger of three funds: Tortoise Pipeline & Energy Fund, Inc., Tortoise Energy Independence Fund, Inc., and Tortoise Power and Energy Infrastructure Fund, Inc. Stockholders will be asked to vote on the merger plan on November 18, 2024. The merger proposal involves merging the Target Funds into a wholly-owned subsidiary of Tortoise Power and Energy Infrastructure Fund, which will transition into a new exchange-traded fund (ETF). The Boards of Directors for these funds recommend approval of the mergers to enhance shareholder value by potentially reducing the discount to net asset value at which the shares of the Target Funds currently trade. Key benefits included anticipated reductions in overall operating expenses and improved transparency of daily portfolio holdings. The Target Funds will reposition their portfolio holdings prior to the merger to eliminate structural leverage. The filing does not require a filing fee as it relies on previous registrations. The document highlights the importance of stockholder votes and lays out the structures and strategic reasons underpinning the mergers, as well as tax implications and voting procedures.

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Form Type: N-14

Filing Date: 2024-08-23

Corporate Action: Merger

Type: New

Accession Number: 000121390024072220

Comments: Tortoise Capital Series Trust has filed a Registration Statement (Form N-14) to authorize the merger of Tortoise Pipeline & Energy Fund, Inc. (TTP), Tortoise Energy Independence Fund, Inc. (NDP), and Tortoise Power and Energy Infrastructure Fund, Inc. (TPZ) into a wholly-owned subsidiary of Tortoise Power and Energy Infrastructure Fund. The board of each Target Fund recommends that stockholders vote 'FOR' this merger due to several strategic advantages, including a potential reduction in the discount to net asset value (NAV) that typically affects closed-end funds. The merger proposal aims to transition these funds into an open-end ETF structure which is expected to provide benefits such as lower expenses and improved portfolio transparency. A joint special meeting of stockholders is scheduled for November 18, 2024, to discuss this proposal. Costs related to the mergers are anticipated to be approximately $193,751 for TTP, $161,281 for NDP, and $254,968 for TPZ, with stockholders expected to experience reduced ongoing fees post-merger. Each fund's portfolio will require repositioning, and the mergers are expected to be tax-efficient. Further information is provided in the attached Joint Proxy Statement and Prospectus, urging stockholders to vote promptly and participate in the governance of their investment funds.

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