Tortoise Investment Management LLC

Fees and Compensation (Item 5)

Tortoise is a fee-only investment advisor. That means that we are paid by our clients, as
described below, and accept no other revenue streams. Neither Tortoise nor any of our
employees receive commissions, 12b-1 fees or other compensation based upon our investment
of client assets. We do not accept referral fees for referring clients to outside professionals.
Our clients pay us directly, generally based on a percentage of the asset value that we
manage.

For client relationships with less than $5,000,000 under management, Tortoise’s tiered fee
schedule is generally as follows:

Client Relationship                                               Annual Rate
Initial $1,000,000                                                  1.25%
Assets above the first $1,000,000                                   1.00%

For client relationships with $5,000,000 or greater under management, Tortoise’s tiered fee
schedule is generally as follows:

Client Relationship                                               Annual Rate
Initial $5,000,000                                                  1.00%
Assets between $5,000,000 and $10,000,000                           0.75%
Assets exceeding $10,000,000                                        0.50%

Tortoise generally requires a minimum quarterly fee of $2,500 for new clients. The minimum
fee may be waived or reduced in limited circumstances at our sole discretion.

To the extent Tortoise uses a sub-advisor for a direct indexing strategy on behalf of a client,
in addition to Tortoise’s fee, such sub-advisor’s fee may be deducted directly from the client’s
account.

In certain limited circumstances, fees may be negotiable and may vary based on various
factors, including the investment strategies employed, the complexity of your overall
financial circumstances, the duration of our investment advisory relationship, and the
amount of financial, non-investment advice for which fees are not otherwise charged, and
other factors. The foregoing is a general description. The investment management fees
applicable to your account and the method of calculation of the fees are clearly stated in your
investment advisory agreement.

Fees are generally based on a percentage of the total market value of the account, other than
any assets specifically excluded by written agreement. Tortoise continues to treat cash as an
asset class. As such, unless determined to the contrary by Tortoise, all cash positions (money
markets, etc.) shall continue to be included as part of assets under management for purposes
of calculating Tortoise’s advisory fee. Generally, fees are deducted directly from clients’
accounts. Fees are payable in arrears at the end of each calendar quarter, and are based upon
the value of the assets under management at the beginning of the quarter. In determining
the value of the client’s assets, we rely on values reported by our performance reporting

software. This system calculates account value based on trade date as opposed to settlement
date. As a result, there may be minor differences between our performance reports and those
you receive from your account’s custodian.

Upon termination of our engagement, we will debit the client account for the pro-rated
portion of the unpaid advisory fee based upon the number of days that services were provided
during the billing quarter.

Clients generally will not pay custodial fees for accounts managed by us and held at an
institutional custodian with which we maintain a custodial relationship. Clients will incur
brokerage commissions and other transaction costs as described in further detail in the
Brokerage Practices section at Item 12 below.

Tortoise invests client assets primarily in exchange-traded funds (“ETFs”) and mutual funds.
These funds incur fees and expenses which are paid proportionally by all shareholders of the
funds. These fees and expenses are separate from and in addition to the investment
management fees clients pay to us. In addition, clients may incur brokerage fees as more
fully described in the Brokerage Practices section at Item 12 below. We take into account the
fees and expenses clients will bear in making investment decisions. Other than cases in which
the choices are constrained – for example, a retirement plan for which Tortoise has no control
over the fund line-up – Tortoise uses only “no load” mutual funds, or funds for which the
commission or “load” has been waived. Neither Tortoise, nor its owner or employees, ever
receives either a commission or portion of 12b-1 fees from investing client assets in any
particular fund.

Performance-Based Fees and Side-By-Side Management (Item 6)

Tortoise does not charge performance-based fees. Side-by-side management refers to
managing both accounts for which fees are performance-based and others for which fees are
asset-based or otherwise. Because none of Tortoise’s accounts have performance-based fees
no issue arises.

Types of Clients (Item 7)

Tortoise provides discretionary investment management primarily to high-net-worth
individuals and trusts. A substantial portion of our clientele consists of professionals in
demanding careers.

Although we do not require a minimum account size, our minimum quarterly fee may make
a relationship with us inefficient for clients with smaller accounts. For example, clients
maintaining less than $800,000 of assets under Tortoise’s management who are subject to
the minimum quarterly fee of $2,500 will pay a higher percentage annual fee than referenced
in the above-mentioned fee schedule. Please refer to the Fees and Compensation section
above for further information regarding minimum fees.

Methods of Analysis, Investment Strategies and Risk of Loss (Item 8)

As we have noted previously, we believe that:

Every investor should have a strategic plan that coordinates investments into an integrated
whole and incorporates the entirety of the investor’s financial circumstances. An integrated
plan, properly implemented, leads to disciplined decision-making instead of making
individual decisions in a vacuum or letting inertia govern.

Our investment strategy emphasizes risk management, a conservative, long-term approach,
and tax-efficiency. We believe that it is more important to maximize the probability of having
enough money rather than taking the risk necessary to strive to have the most money.

Risk and potential return are inextricably entwined. The key to successfully navigating the
vagaries of the capital markets is having a more realistic assessment of the universe of
possible outcomes, the uncertainty of the future, and the impact of potential losses on real
life. A more fully developed understanding of your ability and willingness to bear risk
enhances our ability to take the appropriate amount of risk on your behalf. This
understanding can only come from on-going, open discussions with you, informed by our
professional judgment.

We focus on the following principles when managing client portfolios:

   1. Risk and Return Are Inherently Related. Over time, we believe that maximum
      levels of return can only be achieved by taking higher levels of risk, but sufficient
      returns may be achieved with a more acceptable level of risk.
   2. Asset Allocation. Asset allocation is the primary driver of risk and return over long
      periods of time.
   3. Diversification. Diversification among different asset classes improves the risk/
      return tradeoff.
   4. Portfolio Rebalancing. Rebalancing portfolios towards the strategic asset
      allocation and risk tolerance results in buying assets classes that have performed
      relatively poorly and selling asset classes that have performed relatively well. This
      strategy is both a risk management tool and may act as a mechanism for potential
      return enhancement.
   5. Tax Efficiency. What matters is not how much you make, but how much you keep.
      We use several methods to improve the tax-efficiency of portfolios including:
         a. Asset Location – owning assets that are more likely to generate ordinary
            income in retirement accounts and assets that are more lightly taxed in taxable
            accounts;
         b. Tax-Loss Harvesting – actively realizing capital losses for their tax benefit;
         c. Tax Efficient Equity Strategies – investing in ETFs and index and index-like
            mutual funds that are inherently tax efficient.
   6. Relative Value of Asset Classes. At the margin, we adjust portfolios according to
      our opinion of the relationship between risk and return among the asset classes at
      any given time.

The investment committee (the “Investment Committee”) is responsible for evaluating,
approving and setting allocation guidelines with respect to asset classes and strategies that
Tortoise considers for client portfolios. For each client, the asset allocation guidelines set by
the Investment Committee may be further refined and customized based on the client’s
complete financial circumstance and specific needs identified. Patricia Acipreste, Brendan
Blaney, Claire Brennan, Vicki Crisalli, Michael DellaMedaglia, Michael Mattern, Riva Roloff,
Tessa Shore, Justin Singer and Andrea Turley and are all members of the Investment
Committee with Justin Singer serving as Chair and Brendan Blaney serving as Vice Chair
of the committee.

Investments in securities, in whatever form, can lose value. History provides guidance, but
certainly no guarantee, as to the circumstances under which each type of investment ― each
asset class ― could be expected to lose value, and as to the magnitude of such potential losses.
A reasonable expectation as to how much loss is possible, and under what circumstances,
varies from asset class to asset class.

The following paragraphs address risks inherent in the different investment vehicles that we
generally use.

Particularly with respect to equity investments, Tortoise uses primarily ETFs and index or
index-like mutual funds. The primary risk of these investments is that of the underlying
asset class and not manager risk.

ETFs carry an additional risk – they may at times deviate from the value of the underlying
assets in a way that open-end mutual funds do not.

To the extent that we employ “tilts” ― investments that increase exposure to certain segments
of the global equity market (for example, Value or Small-capitalization stocks), there is
always the risk that one or more of those segments could underperform the market as a
whole, especially in any particular time period. Even more generally, our view of the equity
markets as “global equity markets” itself has risk – specifically, that the non-US investments
could underperform US investments.

When Tortoise employs open-end, non-Index mutual funds, an additional risk is that the
securities selected by the manager, or team of managers, might underperform the underlying
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