EBLU 1/23/2020

March 2020 Proxy Q&A

While we encourage you to read the full text of the enclosed proxy statement, for your convenience, we have provided a brief overview of the proposals that requires a shareholder vote.

Q. What are shareholders being asked to vote on?

A. First, shareholders are being asked to vote to approve a sub-advisory agreement between Tortoise Index Solutions and Vident Investment Advisory. Tortoise will remain the adviser and will continue to manage the indices with the existing methodologies. Since the Tortoise ETFs are passively managed, Vident would be responsible for tracking the index and trading the portfolio.

Second, we are asking for shareholders to approve a “manager of managers” arrangement. This allows Tortoise to change sub-advisers at its discretion, without requiring a shareholder vote. Tortoise views this as an emergency provision for extenuating circumstances, such as Vident becoming insolvent or somehow unable to perform the duty of sub-adviser.

Q. What changes for shareholders?

A. Shareholders should not expect to see any change. The strategies, fees and trading remain the same, as well as the indices and their methodologies.

Q. Why is Tortoise making this change?

A. This change will allow Tortoise to focus existing resources on index creation and management, where the firm believes they can best serve shareholders, and take advantage of enhanced efficiency by outsourcing passive portfolio management to a sub-adviser.

Tortoise has traditionally been an active manager and created indices using its active research to create benchmarks for universes lacking suitable options. Tortoise subsequently launched passive strategies to offer passive investors access to those universes. The new sub-advisory agreement will continue to provide shareholders with dedicated portfolio management while also allowing Tortoise to take full advantage the research capabilities from which these indices are constructed. The firm and the Board believe that outsourcing the portfolio management function to a sub-adviser is the best course of action for shareholders.

Q. What does the Board of Trustees recommend?

A. The Board of Trustees recommends that you read the enclosed materials carefully and vote “FOR” the proposals.

Q. How can an investor vote?

A. You may choose one of the following options to authorize a proxy to vote your shares (which is commonly known as proxy voting) or to vote in person at the meeting:

  • Mail: Complete and return the enclosed proxy card.
  • Internet: Access the website shown on your proxy card and follow the online instructions.
  • Telephone (automated service): Call the toll-free number shown on your proxy card and follow the recorded instructions.
  • In person: Attend the special joint shareholder meeting on March 16, 2020.