APPENDIX 1

Tortoise UK Limited (also referred to as “the Firm”) has adopted a Code of Ethics, in conjunction with our Compliance Manual, to meet both its SEC and FCA regulatory obligations and its fiduciary obligation to its clients. At all times, Tortoise UK, its Directors and employees must work on behalf of the best interests of its clients.

This Code of Ethics sets out Tortoise UK Policies on the following, in addition to other more general matters that all Tortoise UK Directors and Employees must read and agree to be bound by:

Definitions

The following words shall have the meanings respectively assigned to them: “Clients” or “Funds” means the entities to which Tortoise UK acts as an investment adviser, including private funds and other clients.

“Investor” means any person, corporation, partnership, association, trust, organization or other entity that is the legal or beneficial owner of any Shares or Limited Directorship interests in the Funds.

As relevant to Tortoise UK, “Federal securities laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, any rules adopted by the Securities Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to investment advisers, and any rules adopted there under by the SEC or the Department of the Treasury.

1

As a registered investment adviser, Tortoise UK and its employees have fiduciary and other obligations to the Funds. This means Tortoise UK must, among other things, (i) render disinterested and impartial advice; (ii) make suitable investment decisions (or recommendations) for the Funds in light of their investment objectives and restrictions; (iii) exercise a high degree of care in the conduct of its business; (iv) have an adequate basis in fact for any and all recommendations, representations, and forecasts; (v) provide full and fair disclosure of transactions involving actual or potential conflict with interests of any Fund and enter into such transaction either with the consent (deemed or express) of the Fund or on an arm’s length basis; and (vi) treat all of the Funds fairly and equitably. A breach of any of these duties or obligations may, depending on the circumstances, subject the employee to Firm sanctions up to and including termination of employment and may expose Tortoise UK, its supervisory personnel and any employee involved to SEC and state disciplinary actions and to potential criminal and civil liability.

Each Employee is expected to be sensitive to situations that may give rise to conflicts with our Clients’ interests and to bring such conflicts to the attention of the CCO. It is not possible to provide a precise or comprehensive definition of a conflict. However, one factor that is common to all conflicts is the possibility that an Employee’s actions or decisions will be affected because of a divergence between or among the interests of Tortoise UK or its Employees and the interests of our Clients. The duty to report conflicts covers not only conflicts between Employees and our Clients, or between Tortoise UK and our clients, but also conflicts that may arise between the interests of one Client and another Client or one group or class of Clients and another group or class of Clients. The CCO will determine (through consultation with the General Counsel and the CIO, as appropriate) the most appropriate method of handling a reported conflict. This may require the firm to augment or disclosures and implement additional controls or procedures. The CCO maintains records of the nature of all material identified conflicts, and the controls and procedures in place to mitigate such conflicts.

The Code incorporates the following general principles which all Directors and employees are expected to uphold:

2

The Firm believes that these general principles not only help fulfil its fiduciary obligations, but also protect the Firm’s reputation and instil in its staff the Firm’s commitment to honesty, integrity and professionalism. Employees should understand that these general principles apply to all conduct, whether or not the conduct also is covered by more specific standards or procedures set forth below. Failure to comply with the Code may result in disciplinary action, including termination of employment.

Each Employee is responsible for reading, understanding and consenting to comply with the policies contained herein. The importance of compliance with this Code of Ethics cannot be overemphasized. Failure to comply may result in fines, censures and other sanctions against such Employees and/or Tortoise UK. Any Employee who has or obtains knowledge of, or information concerning, any actions prohibited by this section shall promptly notify the Chief Compliance Officer.

The Code requires all staff to comply with applicable US federal securities laws. The CCO is responsible for ensuring that procedures are adopted in this Compliance Manual or other policies in order to address and comply with laws applicable to Tortoise UK’s business.

Reporting violations

Every employee must immediately report any violation of the Code to the CCO. All reports will be treated confidentially and investigated promptly and appropriately. The Firm will not retaliate against any employee who reports a violation of the Code in good faith and any retaliation constitutes a further violation of the Code. The CCO will keep records of any violation of the Code and of any action taken as a result of the violation.

Administration of the Code of Ethics.

The CCO will receive and review all reports submitted pursuant to the Code. The CCO will review the reports to determine that personal trades are consistent with requirements and restrictions set forth in the Code and do not otherwise indicate any improper trading activities. The CCO also will ensure that all books and records relating to the Code are properly maintained. These books and records must be maintained by the Firm in an easily accessible place for at least five years from the end of the fiscal year during which the record was created, the first two years in an appropriate office of the Firm.

Finally, the Firm is required to include a description of the Code in Part II of the Firm’s Form ADV and, upon request, furnish investors in the Funds with a copy of the Code. The CCO will ensure that a proper description of the Code is included in the Form ADV and will coordinate the distribution of the Code to any investors who request a copy.

Any violation of any provision of the Code may result in disciplinary action. The CCO will determine an appropriate sanction. Disciplinary action may include, among other sanctions, a letter of reprimand, disgorgement, suspension, demotion or termination of employment.

3

Acknowledgment of receipt and compliance

The Firm will provide each employee with a copy of the Code and any amendments hereto. Any questions regarding any provision of the Code or its application should be directed to the Compliance Officer. Each employee must provide the Firm with a written acknowledgement (in the form provided by the Firm) evidencing the fact that such employee has received and reviewed, and understands, the Code. On an annual basis each director and employee will be required to sign a declaration that he/she has complied with the requirements of the Code.

Tortoise UK Policies

Tortoise UK has established policies to address specific conflicts, which are set out below:

This Code of Ethics is not to be construed as all-inclusive, but rather, serves as a guide in conducting and supervising our investment advisory businesses. Thus, each Employee is required to recognize and respond appropriately to specific issues as they arise. Issues that cannot be resolved through reference to this manual must be directed to the General Counsel.

An Employee’s service on the board of directors of an outside company, as well as other outside activities generally, could lead to the potential for conflicts of interest and insider trading problems, and may otherwise interfere with an employee’s duties to the Firm. Accordingly, employees are prohibited from serving on the boards of directors of any outside company, unless the service (i) would be in the best interests of the Firm or the Funds and (ii) has been approved in writing by the Compliance Officer. In addition, any employee serving on the board of a private company which is about to go public may be required to resign from that position either immediately or at the end of the current term.

4

The Firm also discourages employees from (i) engaging in outside business ventures (such as consulting engagements or public/charitable positions); (ii) accepting any executorships, trusteeships or powers of attorney (except with respect to a family member); and (iii) serving on a creditors committee except as part of the employee’s duties at the Firm. Accordingly, an employee must obtain pre-approval from the Compliance Officer prior to engaging in any of these activities as set out below:

Upon employment or prior to (1) accepting employment of any type (whether volunteering or for payment) outside of Tortoise UK, (2) serving as an officer or director of any business, or (3) a direct family member living in the same household having a financial interest in another financial institution which might create a conflict of interest for Tortoise UK, every Employee must disclose such activities and obtain the approval of the CCO. Any Employee who engages in such approved activity or business must not conduct such business or activity from Tortoise UK’s office. You must provide any changes to the information promptly to the General Counsel.

Tortoise UK encourages Employees to participate actively in and provide leadership to community, charitable, and professional activities but Employees must obtain prior written approval if financial responsibilities or a Tortoise UK relationship is involved. Pre-approval is necessary for activities such as serving as the director, officer or any similar role even if it’s for a charity, not-for-profit organization or on a volunteer basis. Pre-approval is NOT necessary for activities which do not involve a financial responsibility such as a sitting on the PTA board, participating in a fund-raising walk, tutoring or mentoring a student and other similar activities.

Employee appointments to business directorships must be approved by Tortoise UK in advance. All such requests must be in writing and should specify whether the business has a relationship with Tortoise UK and, if so, the nature and extent of that relationship.

Tortoise UK generally discourages its Employees from accepting employment outside Tortoise UK. Employees must inform the CCO of all outside employment, particularly those which may pose potential conflict of interests with their position with Tortoise UK. Consideration must be made as to whether the additional employment will interfere with the performance of the Employee’s duties.

Employees must obtain the written consent of Tortoise UK prior to undertaking any independent practice as a financial advisor that could result in compensation. Employees shall disclose to Tortoise UK in writing all benefits, including monetary compensation that they receive for their services in independent practice as a financial advisor.

If an Employee’s immediate family member living within the same household has a relationship with a financial institution which has the possibility of causing a conflict of interest with Tortoise UK (i.e., Tortoise UK has a business relationship with such financial institution), the Employee should disclose such information to the General Counsel.

5

Tortoise UK has adopted this Personal Trading Policy (the “Policy”) is to ensure the proper management of conflicts of interest which may exist, or appear to exist, when Access Persons (as defined below) of Tortoise UK own or engage in transactions involving Reportable Securities (as defined below) that are owned, being purchased or sold or are being considered for purchase or sale for the Clients of Tortoise UK. Central to this Policy is the principle that Employees of Tortoise UK will adhere to the highest ethical standards and will act in accordance with the fiduciary principles mentioned in this Code of Ethics.

This Policy is applicable to “Access Persons” of Tortoise UK. Although Access Persons are those considered to have access to the trading information of Tortoise UK, for the purposes of this Code of Ethics, Tortoise UK considers all Employees as Access Persons since all Employees of Tortoise UK may have access to non-public information regarding securities transactions and portfolio holdings.

This Policy applies to securities in which an Employee has any direct or indirect beneficial ownership and includes any securities beneficially owned by an immediate family member, including any relative by blood or marriage either living in the Employee’s household or financially dependent on the Employee. An Employee is deemed to have beneficial ownership if the Employee, directly or indirectly, has or shares a direct or indirect opportunity to profit or share in any profit derived from the security.

If an Employee has a beneficial interest in securities, which the Employee feels should not be subject to the Code’s pre-clearance and reporting requirements, the Employee should submit a written request for clarification or an exemption to the CCO. The request should name the securities, any account where they are held, describe the nature of the Employee’s interest in the securities, the person or firm responsible for managing the securities, and the basis on which the exemption is being claimed. Requests will be considered on a case-by-case basis. An example of a situation where grounds for an exemption may be present is an account in which the Employee has no influence or control (e.g., the Employee has a professionally managed account over which the Employee has given up discretion). In all transactions involving such securities an Employee should, however, conform to the spirit of the Code and avoid any activity which might appear to conflict with the interests of the firm or its Clients.

The term “Reportable Securities” includes any single name investment which comprises any of the following, in any universe:

6

The term “Reportable Securities,” however, does not include the following:

Note: ETFs that are open-end funds (e.g., SPY and DIA) are not reportable securities, but some ETFS (e.g.,MXF ) are closed-end funds and therefore are reportable.

Any personal account dealing in Reportable Securities needs to be pre-approved by Tortoise Advisors through a My Compliance Office (“MCO”) request.

A Restricted List is maintained and kept up to date by the General Counsel. Trading cannot take place in the securities of companies on the Restricted List. The names of the companies on the Restricted List are also confidential information and should not be discussed with anyone outside the Firm.

7

Whenever anyone in Tortoise UK receives inside information about a company that could materially affect the value or share price of that company, they should immediately contact the CCO and ensure that the Restricted List is updated.

It is a condition of employment of all Tortoise UK’s Directors and employees that Tortoise UK’s and Tortoise Advisors Personal Account Dealing Rules be followed at all times. Any personal account dealing undertaken contrary to these Rules will be considered to be a serious disciplinary offence and a breach of the terms of the individual’s employment. In extreme cases a breach can constitute grounds for dismissal.

All employees and Directors (considered to be access persons) will be required to submit to the General Counsel, a Holdings Reports of his/her entire personal portfolio. The Holdings Report is required initially, within ten days of becoming an employee, etc., and on an annual basis.

Any personal account dealing by a Director or employee must be transacted through a broker which has agreed to send copies of all statements and contract notes to the Firm. Please see a template instruction in Appendix 2, Exhibit A.

The Firm will distribute a copy of the Personal Account Dealing Rules to each new employee and require them to sign a declaration to the effect that he/she has received and understood the rules and undertakes to observe their requirements, as well as those of any subsequent amending or replacement notices, and that he/she understands that observance of the Rules is a condition of employment. An annual personal account dealing declaration will also be required from each director and employee, see Appendix 2, Exhibit B.

Legislation requires that Tortoise UK establish, maintain and enforce written policies and procedures reasonably designed to prevent Tortoise UK and its Employees from misusing material non-public information. Violations of the laws against insider trading and tipping by Employees can expose Tortoise UK and any employee involved to severe criminal and civil liability. In addition, Tortoise UK and its personnel have ethical and legal responsibilities to maintain the confidences of our Clients and to protect as valuable assets confidential and proprietary information developed by or entrusted to Tortoise UK.

8

By virtue of the various activities conducted by Tortoise UK, Tortoise UK and its Employees may come into possession, from time to time, of confidential information concerning a company and past or contemplated transactions in a company’s securities by or for the account of Clients. Depending on the circumstances, this confidential information may be both “material” and “nonpublic” (each as defined below).

Tortoise UK and any Employee involved may be exposed to potential insider trading or tipping liability under the federal securities laws if Tortoise UK or any Employee executes transactions, whether for a Client or otherwise, in securities with respect to which Tortoise UK possesses material nonpublic information. This potential liability is particularly problematic because Tortoise UK as a whole may be deemed to possess any material nonpublic information known by any of its Employees unless Tortoise UK has implemented effective procedures to segment the flow of that information to others within Tortoise UK.

It is Tortoise UK’s policy that all Employees of Tortoise UK are prohibited from:

Corporate insiders who possess material non-public information about a corporation may be required either to:

9

Similarly, as a general rule, those to whom corporate insiders “tip” material non-public information must refrain from passing such information along to others, trading in or recommending the corporation’s securities. In addition, under most circumstances, tipping or trading on material non-public information about a tender offer may violate the rules of the SEC. Tipping may include spreading rumours about potential tender offers. Specifically, Employees may not pass along a rumour regarding a tender offer to those who are likely to trade on the information or further spread the rumour if the rumour emanated, directly or indirectly, from someone connected with the target, the offeror, or their respective officers, directors, partners, employees or persons acting on their behalf, even if such information was inadvertently communicated.

Employees should promptly report to the CCO any transaction that may arouse suspicions with respect to insider dealing or market abuse.

The question of whether information is “material” is not always easily resolved. Generally, the courts have held that a fact is material if there is substantial likelihood that a reasonable investor would consider the information “important” in making an investment decision. As such, material information would include information which would likely affect the market price of any securities, or which would likely be considered important by a reasonable investor in determining whether to buy, sell or hold such securities. Examples of material information may include, but are not limited to, the following:

10

Information is “non-public” if it has not been disclosed generally to the investing public. Information is made public if it has been broadly disseminated and made available to the general public by publication in the newspapers or other media or if it has been the subject of a press release addressing the general investing public. However, information is not necessarily made public merely because such information is communicated through rumours or other unofficial statements in the marketplace.

It is imperative that Tortoise UK exercise control over the circumstances in which it receives material non-public and other confidential information in order to avoid, among other things, being restricted in trading (including becoming “frozen” in an existing position) in the subject securities. Accordingly, as a matter of policy, no Employee should seek out or agree to receive material non-public information except with the specific written approval of and in accordance with procedures specified by the CCO (“Approved Circumstances”).

The CCO will conduct the following reviews to detect any possible trading while in possession of material non-public information:

11

Due to the nature of the businesses of Tortoise UK, we may from time to time need to adopt “Chinese Wall” or information barrier procedures in an effort to restrict the flow of material, non-public, confidential and proprietary information to certain Employees within Tortoise UK and/or its affiliates. If a Chinese Wall procedure were to be implemented, an effective Chinese Wall would be designed to establish a barrier between different areas of a Tortoise UK or among its related companies to protect the information that a particular department or group of Tortoise UK may have or because of a client relationship.

Tortoise UK manages client assets in a variety of portfolios, including unregulated collective investment schemes and managed accounts. Many portfolios may have similar investment strategies; however, the objectives of each portfolio differ from one another and must be considered in their entirety as investment decisions are made. Some of the Company’s clients may have investment restrictions or limitations, which may include regulatory restrictions as well as mandated restrictions.

Where appropriate, Tortoise UK allocates its trades consistently to ensure the fair allocation of aggregated orders between clients.

Tortoise UK may not aggregate an order for one Client with an order for another Client, unless the following conditions are met:

Where Tortoise UK aggregates an order for a Client with one or more orders of other Client and the aggregated order is partially executed, it must allocate the related trades in accordance with its order allocation policy.

When Tortoise UK have aggregated two client orders, the executed trades will be allocated on a pro rata basis unless there is a reason for not doing so. The portfolio manager is responsible for annotating the trade blotter anytime an aggregated trade is not allocated on a pro rata basis.

When Tortoise UK has aggregated transactions for own account with one or more CIS under management or other clients’ orders must not allocate the related trades in a way that is detrimental to such Client.

12

If Tortoise UK is able to demonstrate to the Client under management on reasonable grounds that it would not have been able to carry out the order on such advantageous terms without aggregation, or at all, it may allocate the transaction for own account proportionally, in accordance with its order allocation policy.

These procedures are designed to ensure that when Tortoise UK aggregates a client order with another client’s order and subsequently allocates the executions, we do so consistently in accordance with the FCA rules covering:

Tortoise UK is required to keep records of client orders and decisions to deal. Because the Company acts as a discretionary investment manager, the following information must be recorded at the time a deal is transmitted to a broker or executed with a venue:

The CCO periodically monitors our trade recordkeeping to ensure we are complying with our regulatory obligations.

13

Consistent with the interests of its clients, Tortoise UK is committed to achieving best execution for its clients and has this policy on the same.

We act in accordance with the best interests of our clients when placing orders through brokers for when we execute orders directly with the market.

We do not have any soft dollar arrangements.

We have adopted the following guidelines for evaluating brokerage services when determining whether it has obtained best execution. These guidelines are designed to enable us to fairly evaluate the overall quality and costs of a broker-dealer’s execution services, including factors other than prices, commissions and other expenses paid in connection with account transactions.

Tortoise UK will only place trades for execution with approved broker-dealers. The factors to be considered in selecting and approving brokers-dealers that may be used to execute trades on behalf of client accounts include, but are not limited to:

The receipt of gifts by Tortoise UK Directors or employees must never present a conflict of interest between the donor and the best interests of our clients. Accordingly:

14

Kelsie Thomas, via MCO, must be notified of any material inducement, being any gift or invitation to any event which exceeds £100/$100.

Kelsie Thomas and the CCO will maintain a Gifts and Inducements Register.

Accordingly:

Directors and employees are also required to make an annual declaration stating that they have either reported all benefits given and received, or that they have not given or received any benefits, during the course of the year.

15

Where we have accepted gifts and benefits, made introducers payments or received goods and services from brokers we disclose the existence, nature and amount of any fee, commission or benefit. Where the amount cannot be ascertained, as can be the case for gifts or entertainment we disclose to our client the policy that we follow. We make relevant disclosure, prior to the provision of the service and otherwise on request from the client.

All goods and services received from brokers, whether paid for or not, must be pre-approved by the Compliance Officer, who will determine whether these services fall under the FCA and SEC’s definition of execution and research

All new clients will be notified of the goods and services that we pay for through dealing commission. At least annually, each client will be notified of the commission paid to each broker on dealing and the split between execution and research for that client.

Tortoise UK has a fiduciary duty to manage and deal on the best interests of its clients. FCA Principle 8 requires us to manage conflicts of interest fairly, both between itself and its customers and between a customer and another client.

SYSC 10.1 (SEC) requires the Company to take all reasonable steps to identify conflicts of interest between:

Accordingly, our Conflicts of Interest Policy is designed to identify, assess, manage and if appropriate, disclose all potential and actual conflicts of interest in our business.

This Policy is attached to the Tortoise UK Compliance Manual as Appendix 5.

On behalf of our clients, Tortoise UK generally invests in securities issued by public issuers, which are listed on securities exchanges. In relation to these investments, we have the authority to vote proxies on behalf of our clients in such securities.

Tortoise UK makes proxy voting decisions in accordance with these proxy voting policies and procedures to ensure that the Company is voting in the best interests of our clients. There may be situations in which Tortoise UK decides in the best interests of its client’s to deviate from these policies and procedures; in this event, it will document in writing the reason for the deviation.

Guidelines for Voting Proxies

Tortoise UK has a commitment to evaluate and vote proxy issues in the best interests of its clients. Tortoise UK will generally vote proxy proposals, amendments, consents or resolutions relating to client securities, including interests in private investment funds, if any, (collectively, “proxies”) in accordance with the following guidelines:

16

Generally, all proxies are evaluated and voted on a case-by-case basis, considering each of the relevant factors set forth above. Tortoise UK, in all cases, will vote for any proposals that we believe will be most advantageous to our clients.

If an independent third party or a committee is utilised in making a decision to vote on a proxy, Tortoise UK will submit the proxy to such third party or committee for a decision. The Operations Manager will execute the proxy in accordance with such third party or committee’s decision and update the Company’s proxy recordkeeping.

Conflicts of Interest

There may be times in which conflicts may arise between the interest of the client and the interest of Tortoise UK. The Company will always strive to address such conflicts in the best interests of the client. If a perceived material conflict of interest arises in connection with a proxy vote, Tortoise UK may resolve such perceived material conflicts of interest as follows:

17

If a perceived material conflict of interest has been identified, the Chief Compliance Officer will maintain a written record of the resolution of the material conflict of interest and the determination of the proxy vote.

Recordkeeping

Tortoise UK will also maintain records relating to each proxy, including (i) the voting decision with regard to each proxy; and (ii) any documents created by the portfolio manager or others, that were material to making the voting decision.

Upon request, clients may receive a copy of Tortoise UK’s Proxy Voting Policy and how the Company voted its proxies.

Tortoise UK Limited (the “Company”) believes that reasonable and prompt handling of shareholder complaints is a key component of its shareholder services and public relations, and that proper handling of shareholder complaints is fundamental to delivering on its service objectives. This Complaints Policy documents how shareholder complaints will be handled in respect of the Company.

A complaint includes any statement, whether in writing or verbally, from a shareholder or the shareholder’s agent alleging a grievance against the Company or its agent in respect of actions or omissions undertaken on behalf of the Company. Examples of matters that may lead to a complaint include but are not limited to:

A complaint does not include a request received to take a specific action or solve a specific problem.

18

The following steps outline the general process for handling complaints:

Complaints may be received by the Company from its clients or from the Distributor or the Administrator of its clients. All complaints received shall be forwarded to the Administrator. Complaints may be made by its clients free of charge.

In the event that the Administrator receives what it believes to be a verbal complaint, it shall immediately inform the Company of the matter. The Company in conjunction with the Administrator as appropriate, shall determine whether the matter constitutes a complaint.

The Company shall respond to the complainant, either directly or through the Administrator, acknowledging receipt within 24 hours of receipt of the complaint. Such response shall indicate that the Company are investigating the complaint and will provide a response within five business days.

Within five business days of receipt of the complaint, Company shall respond to the complainant in writing.

All complaints received in writing shall be maintained by the Company. In addition, all complaints, no matter whether received in writing or verbally shall be documented in a centralised complaints log. Such complaints log shall also include, at a minimum, the following information:

19

The Company shall provide to its investors a description, which may be provided in summary form, of the Complaints Policy free of charge.

The Bribery Act 2010 establishes four categories of offence:

The first three offences are capable of being committed by an individual or an organisation, whilst the fourth can be committed by an organisation only.

The Bribery Act 2010 covers bribery of private persons as well as public officials, removes the requirement to prove a corrupt intent and introduces the corporate offence of failing to prevent bribery. Facilitation payments remain illegal under the Act, even if they are permitted by local custom.

The penalties for the act of bribery include 10 years’ imprisonment and an unlimited fine for individuals and an unlimited fine for companies. The senior management is also guilty of the same offence as the organisation it manages, if it consented to the offence.

The proceeds derived from acts of bribery are likely to be considered as “criminal property” for the purposes of UK anti-money laundering legislation and should be reported to the Serious Organised Crime Agency (“SOCA”). Failure to do so may result in up to five years’ imprisonment and an unlimited fine. The penalties for money laundering are up to 14 years’ imprisonment and an unlimited fine.

20

The offence of failing to prevent a person associated with the organisation from bribing another person on its behalf applies only to “commercial organisations”. This includes entities incorporated in the UK, regardless of where they conduct their business and entities incorporated outside of the UK that conduct their business in the UK. An “associated person”, in accordance with Section 8 of the Bribery Act 2010, includes a person who performs services for or on behalf of the organisation regardless of their capacity. This will generally include employees, agents, subsidiaries and joint venture partners.

It is a defence to demonstrate that, despite the bribery taking place, the organisation had “adequate procedures” in place to prevent bribery.

Defence - adequate procedures

The adequacy of the procedures will depend on the risks faced by an organisation. Small companies are not generally required to implement policies as extensive as those of large multi-national organisations and, where no risk of bribery exists, an organisation will not be required to have any anti-bribery procedures in place (although this is unlikely to be the case for most organisations and would be very difficult to prove without the organisation having conducted, and documented, a review of its bribery risks).

Principles

The guidance published by the Ministry of Justice² (“the Guidance”), recommends that organisations adopt a risk based approach to managing the risk of bribery and has established six key principles to assist organisations in developing robust policies and procedures. The principles are as follows:

21

Policies and Procedures

None of the Directors of Tortoise UK Limited, nor its employees may give, agree to give or offer any benefit or other consideration to any person, including a public official or an employee in the private sector, as an inducement or reward for that person doing or not doing an act in relation to his principal affairs or business.

It is an offence just to offer such a gift or other consideration whether or not the offer is accepted or acted upon. The provision or acceptance of cash gifts is strictly prohibited. It should be noted that this is an area that is being closely scrutinised by the FCA and the Serious Fraud Office.

None of the Directors of Tortoise UK Limited nor its employees may request, agree to receive or accept any benefit or other consideration from any person as an inducement or reward for doing or not doing an act in relation to his principal affairs or business.

In the event that such an offer is received, the individual concerned should report that fact to the CCO.

Risk Assessment

The Firm is dedicated to ensuring that it adequately assesses and categorises risk appropriately, based on the following five key areas:

22

Country risk - The Firm assesses each jurisdiction in which it conducts business against Transparency International’s Corruption Perceptions Index (“TI List”). The TI List can be found at the following link: http://cpi.transparency.org/cpi2011/. Activities conducted in jurisdictions with a lower score are categorised as significantly riskier than those conducted in jurisdiction with a higher score.

Sectoral risk - Following on from a Country Risk analysis, the Firm then assesses the risk of bribery in the sector in which it operates for the relevant jurisdiction. This is completed by contacting industry representatives, embassies and Chambers of Commerce. The results of the Country Risk and Sectoral Risk analysis are used to determine a base risk rating.

Transaction risk - The Firm monitors transactions to ensure that riskier transactions are identified and monitored closely for any indications of bribery. This will include any large transactions, a large number of small payments, unusual, complex or secret payments, transactions involving multiple counterparties, those requiring local government permission, etc. The Firm ensures that all its associated persons are aware that it does not condone any form of bribery and that any suspicions it may have of bribery will allow the Firm to conduct an audit of that associated person’s books and terminate the contract at the Firm’s discretion. This is evident from the contracts the Firm enters into and how it conducts its business.

Business Opportunity risk - The Firm regularly assesses its internal risk of bribery. In order to minimise this risk the Firm ensures that:

23

Business Partnership risk - The Firm conducts due diligence on all persons that perform services for the Firm or on the Firm’s behalf. In each case, the Firm ensures, prior to transacting any business, that it is satisfied that the associated person will not engage in bribery.

The Firm categorises associated persons into two categories:

Lower risk – this includes: regulated firms, firms subject to equivalent local rules, firms with which it has a trading history, and personal contacts.

Higher risk – this includes: firms in high risk jurisdictions, unregulated firms, individuals, new start-ups and firms not subject to equivalent local rules.

Due diligence

Purpose – the purpose of conducting due diligence is to collect sufficient and effective information on an associated person (who will provide services for the Firm or on the Firm’s behalf) in order to analyse the risk of bribery from conducting business with that associated person. This due diligence should be used to determine a risk rating for that associated person and the level of monitoring the business relationship requires.

Controls – the extent of the controls required will vary depending on the risk the associated person presents, but is likely to include:

http://www.hm-treasury.gov.uk/fin_sanctions_index.htm

24

25

EMPLOYEE OBLIGATIONS

The Firm requires all employees to comply with its policies and procedures. Any breach of such these may result in disciplinary action by the Firm and potentially criminal prosecution. The Directors of Tortoise UK Limited have appointed the CCO to take overall responsibility for the implementation and continued monitoring of the Firm’s anti-bribery policy.

All employees must report any concerns or suspicions of actual, attempted or suspected bribery to the CCO. All reports will be fully investigated and reported to the Directors of Tortoise UK Limited.

It is important that you do not discuss your concerns or suspicions with anyone other than Lisa Anderson, regardless of their seniority. The only exception is if your concerns relate to Lisa Anderson. In these circumstances you should discuss your concerns with Lisa Anderson.

FREQUENTLY ASKED QUESTIONS

How do I determine whether something amounts to a bribe?

The relevant test is whether a reasonable person in the UK would consider the advantage offered, promised, given or received is for the intention of ensuring, or may reasonably be expected to result in, the improper performance of a function or activity.

Could a firm based outside the UK be caught by the Bribery Act?

Yes. If some or part of the Firm’s business is carried out in the UK, the Firm could be caught under the Act. This includes a subsidiary, a branch, an agent, etc.

Are activities conducted outside the UK within the scope of the Act?

Yes, if your Firm is caught by the Act.

Is the private sector caught by the Act?

Yes. The offence of bribery applies to any function of a public nature, connected with a business, performed in the course of a person’s employment or performed on behalf of a firm or another body or other persons. It therefore applies to both the public and private sectors.

Can firms offer corporate hospitality and gifts under the Act?

The Guidance confirms that hospitality and gifts made in good faith, with the intention of establishing cordial relations, are not caught by the Act. However, where the intention is to gain a financial or other advantage this can amount to a bribe. It will generally depend on the type and level of the advantage offered, the manner and form in which the advantage is provided and the level of influence the individual receiving the benefit has over the business decision.

As a general rule, hospitality and gifts which are proportionate and reasonable to a firm’s industry are very unlikely to be caught under the Act. The Guidance includes examples of reasonable hospitality such as tickets to sporting events (e.g. Wimbledon or a Grand Prix), dinner and reasonable travel expenses.

26

Has the stance on facilitation payments changed?

No. Facilitation payments remain illegal under the Act. The guidance acknowledges that facilitation payments are part of normal business in some parts of the world. To that extent, the Guidance refers to the guidance issued by the Director of the Serious Fraud Office and the Director of Public Prosecutions (“SFO/DPP Guidance”), which outlines how the offence is likely to be prosecuted.

The SFO/DPP Guidance states that where there is sufficient evidence of bribery (a facilitation payment) the prosecutors will consider whether a prosecution is required in the public interest. In determining this, the prosecution will have regard to:

Can I rely on a third party to conduct due diligence on my behalf?

Yes, although you will first need to conduct a risk assessment on the third party. You should also obtain copies of any due diligence obtained on your behalf as part of your monitoring.

Are businesses required to renege on existing arrangements, where they are not satisfied that an existing associated person has adequate anti-bribery procedures?

The Guidance makes specific reference to granting “due allowance” to firms that have existing arrangements with associated persons. This applies in the short term to the requirement that associated persons have adequate anti-bribery procedures in place. Firms should ensure at the first reasonable opportunity that all associated persons adopt adequate anti-bribery procedures.

Is a non-UK parent with a UK subsidiary caught by the Act?

In determining whether a non-UK parent is caught by the rules, a firm will need to consider the degree of independence the subsidiary has from its parent. Relevant considerations are likely to include:

27

What is the extent of a firm’s liability for the actions of associated persons? Employees

A firm will be liable for the actions of an employee, where it has failed to ensure that it has adequate policies and procedures in place (adequacy of procedures is discussed above).

Contractors

In terms of liability for the actions of contractors, these may be caught by the definition of associated persons if they are performing services for or on behalf of the Firm. The Guidance accepts that firms may only have influence over the relationship with their contractual parties and there may be a series of subcontractors. It is likely that these subcontractors would be providing services to their counterparty and not the Firm and hence would fall outside the scope of the definition of associated persons. The Guidance suggests conducting risk-based due diligence and incorporating anti-bribery provisions into contracts with associated persons, requiring them to adopt the same provisions with the next party in the chain.

Joint Ventures

With regard to a joint venture, where this is in the form of a separate legal entity, a member of that joint venture may be liable if the joint venture is providing services to the member and a bribe is paid with the intention of benefiting the member. However, an indirect benefit through an investment in the joint venture is unlikely to be caught. Joint ventures in the form of a contractual relationship are slightly different. Ordinarily, a bribe paid by an employee of a participant to a joint venture will be presumed to be for the benefit of the employer. The fact that the other participant may benefit indirectly is unlikely in itself to amount to an offence, although the degree of control the participant has over the arrangement will also be considered.

What are the key risks for Funds?

What are the key risks for Private Equity firms?

28

L. ANTI-FRAUD POLICY

Introduction

Fraud is the act of obtaining by deception money or assets belonging to another which will benefit the fraudster and expose the victim to a loss. Fraud may be committed against individuals and firms, for example, through:

The FCA requires firms to take reasonable care to establish and maintain effective systems and controls for countering the risk that the firm might be used to further financial crime.

Tortoise UK has adopted policies and procedures to detect and respond to fraud in a timely and effective manner. All staff are required to fully co-operate with any investigations and ensure that they adhere to Tortoise UK’s policies and procedures at all times.

There are numerous ways the Tortoise UK protects itself against fraud, which include:

29

The above bullet points are expanded on elsewhere in this Manual.

All staff should be aware of the key indicators of fraud, which include:

It should be noted that no single or multiple indicators necessarily mean an individual is involved in fraud, but should be considered in conjunction with any suspicious behaviour.

It is the responsibility of every employee to take an active role in the prevention of fraud. Tortoise UK has policies and procedures below to assist you in helping to prevent fraud. In addition, training will be provided both initially and on an annual basis.

All staff members must report any concerns or suspicions of actual, attempted or suspected fraud to the Chief Compliance Officer. They will verify and investigate any suspected instances of fraud, escalating any concerns to senior management, if appropriate in accordance with the Fraud Response Plan below. All discussions with the CCO in this regard will be kept confidential.

It is important that you do not discuss your concerns or suspicions with anyone other than the CCO, regardless of their seniority.

In determining whether to launch a full investigation into the suspected fraud, the CCO will consider:

If the CCO is satisfied that there are reasonable grounds to suspect fraud, a fraud committee will be established. The CCO will lead the investigation and involve senior people from different teams (e.g. compliance, legal, HR, IT, audit, security), as appropriate and on a need to know basis.

30

The type of investigation will be largely dependent on the type of suspected fraud (e.g. expenses fraud, payroll fraud, target manipulation, funds diversion, data theft and asset theft), but is likely to include:

It is important that HR are fully involved throughout the investigation and consulted before any action is taken. The CCO should also inform Tortoise UK’s professional indemnity insurers, consult clients and hold internal discussions with staff members. A report from the fraud committee should be presented to the ExCo, outlining the findings of the investigation and any systemic areas of weakness. If there is evidence of fraud, Tortoise UK should obtain legal advice before proceeding with any action against the individual/s involved. Where the report highlights any systemic areas of weakness, measures should be immediately adopted to strengthen these controls.

The ExCo of Tortoise UK are committed to maintaining the highest standards of honesty, openness and accountability, and recognise that all Directors of the Firm and other members of staff have an important part to play in achieving this goal.

Employees will usually be the first to know when someone inside, or connected with, an organisation may be doing something improper, but may feel apprehensive about voicing their concerns. This may be because they feel that speaking up would be disloyal to their colleagues or to the organisation itself. Or it may be because they do not think that their concerns will be taken seriously or they are afraid that they will be penalised in some way. However, the Firm does not believe that it is in anyone’s interest for employees with knowledge of wrongdoing to remain silent.

The Firm takes all malpractice very seriously, whether it is committed by senior managers, staff members, suppliers or contractors. This Manual sets out a procedure by which staff can report their concerns.

The Public Interest Disclosure Act 1998 amends the Employment Rights Act 1996 to give protection from victimisation and dismissal to individuals who make certain disclosures in the public interest.

In normal circumstances a “qualifying disclosure” is one which satisfies the three criteria below:

31

Notwithstanding the Public Interest Disclosure Act 1998, all staff members remain obligated to follow compliance reporting procedures, as outlined in this Manual and any other Firm policy documents.

It is not possible to give an exhaustive list of the activities that constitute malpractice but, broadly speaking, the Firm would expect you to report the following:

32

It will not always be clear that a particular action falls within one of these categories and the Directors and employees of the Firm must use their own judgement in this regard. However, the Firm would prefer staff members to report their concerns rather than keep them to themselves. If a report is made in good faith, then, even if it is not confirmed by an investigation, the initial concern will be valued and the member of staff will not be liable to disciplinary action. If a false report is made, maliciously or for personal gain, then disciplinary action may result.

This procedure is not a substitute for the Firm’s grievance procedure. This should be used if members of staff have a complaint or concern in relation to any internal procedure or action which affects their employment directly.

A report may be made either verbally or in writing. The Firm would normally expect concerns to be raised internally with Lisa Anderson who is the Chief Compliance Officer and MLRO of Tortoise UK.

The CCO may request that the reporting member of staff clearly sets down their concerns in writing, together with any evidence supporting their concerns. Notwithstanding this internal Whistleblowing Policy, any suspicion of Money Laundering or related Financial Crime must be reported to the MLRO.

The Firm does not expect the individual making the report to have absolute proof of any alleged malpractice. However, they will need to be able to show the reason(s) for their concern.

The Firm will do everything in its power to keep the identity of the reporting individual secret, if they so wish. However, there may be circumstances where their identity needs to be disclosed, for example, if the report becomes the subject of a criminal investigation, wherein they may be needed as a witness, or where their identity needs to be disclosed to the regulatory authorities. Should this be the case, the matter will be discussed with the individual at the earliest possible opportunity.

Once a report has been made, the Firm will acknowledge receipt of it within one business day. The Firm will endeavour to deal with any concerns raised under this procedure quickly and efficiently.

33

The Firm will need to make preliminary enquiries to decide whether a full investigation is necessary. If such an investigation is deemed necessary then, depending on the nature of the misconduct, the initial concerns will be either:

Subject to any legal constraints, the Firm will inform the reporting member of staff of the outcome of the preliminary enquiries, full investigation and any further action that has been taken.

If the reporting member of staff is unhappy with the outcome of an investigation, the Firm would prefer that a separate report be submitted explaining why this is the case. The fresh concerns will subsequently be investigated where there is good reason to do so.

The reporting individual may not think that this process is appropriate and may want to raise their concerns directly with an external organisation, such as the Financial Conduct Authority, who is the regulator of Tortoise UK. It is, of course, open for them to do so, provided that they have sufficient evidence to support their claim, and their contact details are provided below:

Financial Conduct Authority

The FCA’s direct whistleblowing number is: 020 7066 9200

The FCA’s direct email address: whistle@FCA.gov.uk

For further information, see:

http://www.fca.org.uk/site-info/contact/whistleblowing

Letters should be sent to:

Authorisation Intelligence Department (Ref.: PIDA)

Financial Conduct Authority

25 The North Colonnade

Canary Wharf

London

E14 5HS

The Firm strongly advises that, before concerns are reported externally, independent advice is sought from the following:

Public Concern at Work

Suite 306

16 Baldwin’s Gardens

London

34

ECIN 7RJ

Tel: 020 7404 6609

www.pcaw.co.uk

While the Firm cannot guarantee that it will respond to the report in the way that the reporting individual might wish, it will try to handle the matter fairly and properly. This will be achieved by using the above procedure.

The UK Government HM Revenue & Customs (HMRC) updated its draft guidance during October 2016 on the Criminal Finances Bill imposing criminal liability on businesses that fail to prevent their employees, agents and other associated persons (“Associated Persons”) from facilitating tax evasion. The Criminal Finances Act reached Royal Assent on 27 April 2017 and the Bill came into force by September 2017. It introduced two new corporate offences relating to prevent Associated Persons from:

Relevance to Firms

The offences apply to all business entities including:

The above offences are founded on three components:

Tax evasion in relation to foreign tax

HMRC stipulates that two additional criteria must be met where the tax evasion is in relation to foreign tax:

35

Who is a Relevant Body?

A “Relevant Body” may be a body corporate or a partnership (wherever incorporated or formed) or a firm or entity of similar character formed under the law of a foreign country;

Who is the Associated Person?

A person will be acting in capacity of a person associated with a Relevant Body where the person is:

(a) an employee of the Relevant Body acting in the capacity of an employee;

(b) an agent of the Relevant Body acting in the capacity of agent; or (c) performing services for or on behalf of the Relevant Body and acting in the capacity of a person performing such services

PRINCIPLES AND APPLICATIONS

The Firm, following discussions with Optima Partners (its Compliance Consultants), has put in place procedures to prevent incidences of facilitating tax evasion using the 6 guiding principles set out by the HMRC:

Risk assessment

36

Proportionality of risk-based prevention procedures

Top level commitment

Due diligence

37

Communication (including training)

Monitoring and review

Further disclosures on fund documents

38

TORTOISE UK LIMITED                        

LETTER OF RELEASE                        

[DATE]

[NAME OF BROKER]

[COMPANY]

[ADDRESS]

Dear [                    ]:

Please be advised that [EMPLOYEE NAME] is currently employed by Tortoise UK Limited (“Tortoise UK”). [MR./MS. EMPLOYEE LAST NAME] has disclosed to us the opening/maintenance of an employee or employee-related brokerage account at your firm. Tortoise UK consents to the maintenance of this account.

Kindly forward all future duplicate confirmations and statements for the employee or employee-related account(s) listed below:

[EMPLOYEE NAME] Account No. [                    ]

To:  Tortoise UK Limited

    Burdett House

    15 Buckingham Street

    London WC2N 6DU

    Attention: Chief Compliance Officer

This letter shall also serve as notice that [MR./MS. EMPLOYEE LAST NAME] has consented to the mailing of duplicate confirmations and statements to Tortoise UK as instructed above.

Should you have any questions or require any additional information, please do not hesitate to contact Lisa Anderson at 020 7451 2929.

Very truly yours,

39

INITIAL AND ANNUAL HOLDINGS REPORT

Type of Report (check one)

In compliance with Rule 204A-1 and Tortoise UK’s Code of Ethics, please complete this form by reporting your Reportable Security holdings or brokerage accounts in which you have a direct or indirect beneficial ownership. This form must be current as of a date not more than 45 days prior to the day the report is submitted. Please complete and submit this form to the CCO no later than ten (10) business days after employment with Tortoise UK.

Each Employee is required to prepare and submit to the CCO a list, stating (i) all brokerage accounts in the name of the Employee or the Employee’s immediate Family Members, (ii) all brokerage accounts in which any of such person’s has a beneficial or fiduciary interest, and (iii) all other brokerage accounts in which he/she exercises any investment discretion.

Exceptions to Reportable Security Holdings:

An Employee of Tortoise UK is not required to report the following types of financial products:

40

41

TORTOISE UK LIMITED

QUARTERLY TRANSACTION REPORT

I. Transactions

I hereby certify that the information contained in this report is accurate and that listed above are all transactions for the quarter ended __________________ , of Reportable Securities with respect to which I have beneficial ownership.

42