M&A - Tortoise Capital Series Trust

Form Type: 497K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000121390025029020

Filing Summary: Tortoise Capital Series Trust has filed a Summary Prospectus for the Tortoise Essential Energy Fund, highlighting its investment objectives of providing a high level of current income and capital appreciation. The Fund will invest primarily in equity and fixed income securities within the power and energy infrastructure sector, aiming to maintain at least 80% of its total assets in essential energy assets. A fee structure outlines management fees at 0.85%, with insights on performance history based on the merger with Tortoise Power and Energy Infrastructure Fund, Inc. This merger has allowed the Fund to assume the performance history of the predecessor fund while noting fundamental investment risks, including market volatility, non-diversification risks, and potential tax implications for investors. Detailed risks associated with equity, fixed-income investments, and specific sectors of energy and power infrastructure are outlined, emphasizing the Fund's non-diversified approach and reliance on an investment adviser for managing strategies and performance.

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Form Type: 485BPOS

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000101376225004229

Filing Summary: On March 28, 2025, Tortoise Capital Series Trust filed a Post-Effective Amendment to its Registration Statement under the Securities Act of 1933 and the Investment Company Act of 1940, following the approval of an Agreement and Plan of Merger by the stockholders of Tortoise Pipeline & Energy Fund, Inc., Tortoise Energy Independence Fund, Inc., and Tortoise Power and Energy Infrastructure Fund, Inc. The merger entails the Target Funds merging into a wholly-owned subsidiary of the Fund, which results in the Fund assuming the performance history of Tortoise Power and Energy Infrastructure Fund, Inc. Additionally, the document outlines the investment objectives and management strategies of the newly named Tortoise Essential Energy Fund, which seeks to provide current income and capital appreciation primarily through investments in power and energy infrastructure assets.

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Form Type: 497

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000101376225002918

Filing Summary: A special meeting of shareholders for Tortoise Energy Infrastructure and Income Fund (the Target Fund) is scheduled for April 28, 2025, to seek approval for a reorganization. The proposal includes the acquisition of Target Fund assets by Tortoise Energy Fund (the Acquiring Fund), a new actively managed ETF series of Tortoise Capital Series Trust. Shareholders will receive shares in the Acquiring Fund in exchange for their Target Fund shares. Non-qualifying accounts will see their shares redeemed ahead of the reorganization. The Board of Trustees unanimously recommends voting ‘FOR’ the reorganization, which aims to enhance shareholder value through lower fees and improved flexibility. The reorganization is expected to close in the second quarter of 2025, pending shareholder approval.

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Form Type: 497

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000101376225002923

Filing Summary: A joint special meeting of shareholders of Tortoise Global Water ESG Fund and Tortoise North American Pipeline Fund is scheduled for April 28, 2025, to vote on a reorganization proposal. Each Target Fund will reorganize into newly formed series of Tortoise Capital Series Trust. The reorganization involves the acquisition of all assets of Tortoise Global Water ESG Fund by Tortoise Global Water Fund and the acquisition of all assets of Tortoise North American Pipeline Fund by Tortoise North American Pipeline Fund. This will result in the liquidation and dissolution of the Target Funds. The reorganizations are expected to be non-taxable events for shareholders and are intended to align the funds under a common management structure while maintaining similar investment objectives and strategies. Shareholders eligible to vote must have held shares by March 13, 2025. The restructuring is unanimously recommended by the Board of Trustees of the Target Trust.

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Form Type: 497

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000101376225002927

Filing Summary: The document outlines a proposal for the reorganization of the Tortoise Energy Infrastructure Total Return Fund into a newly organized series of the Tortoise Capital Series Trust. This reorganization entails the acquisition of all Target Fund assets by the Acquiring Fund in exchange for shares and assumes all liabilities of the Target Fund, followed by its liquidation. Shareholders of the Target Fund will vote on this proposal at a special meeting scheduled for April 28, 2025. The reorganization is intended to align the Target Fund more closely with Tortoise Capital Advisors and offers several operational benefits, including effective marketing and unchanged investment strategies. No direct costs will be borne by the shareholders for this transition, and the reorganization is expected to close in the second quarter of 2025 if approved.

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Form Type: N-14

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000121390025015342

Filing Summary: Tortoise Capital Series Trust filed a registration statement under Form N-14 for the proposed reorganization and merger of Tortoise Global Water ESG Fund and Tortoise North American Pipeline Fund into the corresponding funds of Tortoise Capital Series Trust. The reorganizations include the acquisition of all assets and liabilities of the Target Funds by the newly organized Acquiring Funds in exchange for shares of the respective Acquiring Funds, followed by the liquidation and termination of the Target Funds. A special meeting of shareholders is scheduled for April 28, 2025, to seek approval for these mergers. Shareholders as of March 13, 2025, will have the opportunity to vote on this important proposal, and it has been unanimously recommended by the Boards of both the Target and Acquiring Trusts. The proposals are structured to avoid tax consequences for shareholders as they qualify as reorganizations for federal income tax purposes. No direct fees or expenses will be incurred by shareholders in connection with the reorganizations, and there will be no changes to the investment objectives or strategies of the funds post-merger.

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Form Type: N-14

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000121390025015347

Filing Summary: Tortoise Capital Series Trust is proposing a reorganization involving the Tortoise Energy Infrastructure Total Return Fund (the 'Target Fund'). A special meeting of shareholders is scheduled for April 28, 2025, where shareholders will vote on an Agreement and Plan of Reorganization. The plan includes the acquisition of all assets of the Target Fund by the Tortoise Energy Infrastructure Total Return Fund (the 'Acquiring Fund'), a newly organized series of Tortoise Capital Series Trust, in exchange for shares of the Acquiring Fund. This reorganization will also lead to the liquidation, termination, and dissolution of the Target Fund. Shareholders will receive shares of the Acquiring Fund that represent a net asset value equal to their shares in the Target Fund, with no tax implications expected for the shareholders. Both funds will maintain the same investment policies and management post-reorganization, and the reorganization is anticipated to close in the second quarter of 2025. The Target Fund’s Board has unanimously approved and recommends this proposal to shareholders.

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Form Type: POS EX

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025001947

Filing Summary: 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

Filing Summary: 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

Filing Summary: 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

Filing Summary: 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

Filing Summary: 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

Filing Summary: 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

Filing Summary: 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

Filing Summary: 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

Filing Summary: 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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