The following table sets forth the name, position and principal occupation of each current member and principal officer of the Advisor,OSAM, each of whom can beis located through the Advisor’sat OSAM’s principal office location.
| | | | | |
| Name | Position/Principal Occupation |
| Jim O’Shaughnessy | Principal, Chairman, Co-Chief Investment Officer, and Portfolio Manager |
Charles A. SmithPatrick O’Shaughnessy | Principal, Chief Executive ViceOfficer, Portfolio Manager |
| Chris Loveless | Principal, President and Chief |
| Chris Meredith | Principal, Director of Research, Co-Chief Investment Officer, | Portfolio Manager |
Theodore BovardRaymond Amoroso, III | Principal, Chief Compliance Officer |
| Scott Bartone | Principal, Chief Operating Officer, Portfolio Manager |
Michael BleharEhren J. Stanhope | Principal, Client Portfolio Manager |
| Erin Foley | Principal, Director of Trading |
| Lenny Castagna | Managing Director, Director of Portfolio Implementation, Trader |
| Paul Ackerley | Associate Director, Trader |
| Claire Noel | Managing Director, Portfolio Manager |
| Daniel Nituitomo | Associate Director, Assistant Portfolio Manager |
| Ron Schuler | Managing Director, Trader |
| Euan Mackay | Associate Director, Client Portfolio Manager |
The following table sets forth the name of each person who owns of record, or beneficially, 10% ofor more of the outstanding voting securities of the AdvisorOSAM as of June 30, 2017,[ ], each of whom can beis located through the Advisor’sat OSAM’s principal office location.
| | | | | | | | |
| Name | % of Voting Securities Held | % of Anticipated Ownership |
Focus Financial Partners, LLC[ ] | 100%[ ] | [ ] |
Summary of the New Investment Advisory Agreement and the Prior Investment Advisory AgreementAgreement.
A copy of the proposed New Investment Advisory Agreement is attached hereto as Exhibit A. The following description is only a summary. You should refer to Exhibit A for the New Investment Advisory Agreement as the description set forth in this Proxy Statement of the New Investment Advisory Agreement is qualified in its entirety by reference to Exhibit A. The investment advisory services to be provided by Fort Pitt and the fee structureOSAM under the New Investment Advisory Agreementand the fee structure are identical to the services currently provided by Fort PittOSAM and the fee structure under the Prior Investment Advisory Agreement.
For the purposes of this section, the “Advisor” constitutes Fort Pitt under the Prior Investment Advisory Agreement and Fort Pitt under the New Investment Advisory Agreement.
Advisory Services.Both the New Investment Advisory Agreement and the Prior Investment Advisory AgreementAgreements state that, subject to the supervision and direction of the Board, the AdvisorAdviser will provide for the overall management of the Fund including: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund,Fund’s, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund,Fund’s, subject to the ultimate supervision and direction of the Board; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Board such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board.
Brokerage. Both the New Investment Advisory Agreement and the Prior Investment Advisory Agreement provide that the AdvisorAdviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection and for negotiation of brokerage commission rates, provided that the AdvisorAdviser shall not direct orders to an
affiliated person of the AdvisorOSAM without general prior authorization to use such affiliated broker or dealer from the Board. The Advisor’sAdviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the AdvisorAdviser may take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered.
Payment of Expenses. Under both the New Investment Advisory Agreement and the Prior Investment Advisory Agreement, the AdvisorAdviser is responsible for providing the personnel, office space and equipment reasonably necessary for the operation of the Fund, the expenses of printing and distributing copies of the Fund’s prospectus, statement of additional information,SAI, and sales and advertising materials to prospective investors, the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Advisor,OSAM, and any costs of liquidating or reorganizing the Fund.
The Fund is responsible for all of its own expenses, except for those specifically assigned to the AdvisorOSAM under the investment advisory agreement, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all fees and expenses related to Fund custody, shareholder services and Fund accounting; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing regulatory documents and other communications for distribution to existing shareholders; legal, auditing and accounting fees; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale; all expenses of maintaining and servicing shareholder accounts, and all other charges and costs of its operation plus any extraordinary and non-recurring expenses.
Management Fees. Both the New Investment Advisory Agreement and Prior Investment Advisory Agreement contain an identical fee structure based on the Fund’s average daily net assets.
With respect to the Advisor’s ability to recoup previously waived advisory feesDuration and paid Fund expenses, theTermination. The Prior Investment Advisory Agreement provided that any waivers made by the Advisor in its advisory fees or payment of expenses which areagreement would become effective at the Fund’s obligation are subject to reimbursement bytime the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. The Prior Investment Advisory Agreement also provided that under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years.commenced operations. The New Investment Advisory Agreement provides that any such waivers madethe Agreement will take effect on the date set forth in the Agreement provided it has been approved by the AdvisorBoard and shareholders in its advisory fees or payment of expenses which are the Fund’s obligation are subject to reimbursementaccordance with 1940 Act requirements If approved by the Fundshareholders prior to the Advisor, if so requested by the Advisor, in any subsequent month in the three year period following the monthclosing of the advisory fee waiver and/or expense payment ifTransaction, the aggregate amount actually paid byNew Investment Advisor Agreement will go into effect upon the Fund toward the operating expenses for such month (taking into account the reimbursement) will not cause the Fund to exceed the lesser of: (1) the expense limitation in place at the timeclosing of the advisory fee waiver and/or expense payment; or (2) the expense limitation in place at the time of the reimbursement.
Duration and Termination.Transaction. Both the Prior Investment Advisory Agreement and the New Investment Advisory Agreement provide that the agreement will become effective at the time the Fund receives an affirmative vote of a majority of the outstanding voting securities of the Fund. Both the Prior Investment Advisory Agreement and the New Investment Advisory Agreement provide that the agreements will continue in effect for a period of two years, unless sooner terminated, and that they shall continue in effect for successive annual periods, with such continuation to be approved at least annually by the Board or by the vote of a majority of the outstanding securities of the relevant Fund.Both the Prior Investment Advisory Agreement and the New Investment Advisory Agreement provide that it may be terminated at any time, with or without cause,on 60 days’ prior written notice, by the Fund (by vote of the Board or by the vote of a majority of the outstanding voting securities of the Fund) without the payment of anya penalty, or by Fort Pittthe Adviser at any time, without the payment of anya penalty, upon 3060 days’ prior written notice. If the New Investment Advisory Agreement is approved by Fund shareholders at the special meeting to be held on August 25, 2017 , it would become effective on that date, August 25, 2017 .
Limitation on Liability and Indemnification. Both the New Investment Advisory Agreement and the Prior Investment Advisory Agreement provide that, in the absence of willful misfeasance, bad faith, negligence, or reckless disregard of the duties imposed on the AdvisorAdviser by the agreement, the Advisoragreement. The Adviser will not be subject to liability to the Trust or the Fund for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses sustained in the purchase, holding or sale of any security of the Fund.
[Board Recommendation of Approval
The Board of Trustees considered thatIn reaching its decision to recommend the New Investment Advisory Agreement is substantially identical to the Prior Investment Advisory Agreement, except for their effective dates and a slight difference with respect to the terms under which Fort Pitt may recoup previously waived advisory fees and paid expenses, and concluded that the terms and conditionsapproval of the New Investment Advisory Agreement, are fairthe Board, including each of the Independent Trustees, met at a meeting held on October 18, 2021, during which the
Board reviewed materials related to the Adviser. In the course of their review, the Trustees considered their fiduciary responsibilities with regard to all factors deemed to be relevant to the Fund. The Board also considered other matters, including, but not limited to the following: (1) the nature, quality and extent of services provided to the Fund since the Fund’s inception and the Adviser’s representation that there would be no anticipated change in those services as a result of the best interestsNew Investment Advisory Agreement; (2) the performance of the Fund and its shareholders. In so concluding, the Board took into account a number of factors, including the Advisor’s representations that: (i) the Transaction will not result in any change in the services providedwhile managed by the Advisor toAdviser; (3) the Fund; (ii)fact that there will beare no change inmaterial differences between the day-to-day management responsibilitiesterms of the Fund’s portfolio management team or toNew Investment Advisory Agreement and the employeesterms of the Advisor who determinePrior Investment Advisory Agreement; (4) the Fund’s overall investment strategies, portfolio allocations and risk parameters; and (iii)fact that the TransactionAdviser is not expected to result in any change in the day-to-day business operations of the Advisor. The Board noted that Mr. Charles Smith, the portfolio manager responsible for the day-to-day management of the Fund, has managed the Fund since inception and will continuecontinuing to manage the Fund with the same portfolio managers utilizing the same investment strategies; (5) the fact that the fee structure under the New Investment Advisory Agreement.Agreement will be identical to the fee structure under the Prior Investment Advisory Agreement; and (6) other factors deemed relevant.
The Board also evaluated the New Investment Advisory Agreement in light of information they had requested and received from the Adviser prior to the October 18, 2021 meeting. The Board reviewed these materials with the management of the Adviser. Below is a summary of the material factors considered by the Board in its deliberations as to whether to approve the New Investment Advisory Agreement, and the Board’s conclusions. In their deliberations, the Trustees did not rank the importance of any particular piece of information or factor considered, but considered these matters in their totality.
The Board also took into consideration, among other things,account that the Adviser had a conflict of interest in recommending approval of the New Investment Advisory Agreement in that it will be receiving compensation by Franklin Templeton in connection with its acquisition of OSAM.
Nature, Extent and Quality of Services Provided to the Fund. The Trustees considered the nature, extent and quality of the services to be provided by the Advisor underAdviser to the New Investment Advisory Agreement.Fund and the amount of time devoted to the Fund’s affairs by the Adviser’s staff. The BoardTrustees considered the Advisor’sAdviser’s specific responsibilities in all aspects of day-to-day management of the Fund. The Board consideredFund, including the investment strategies implemented by the Adviser, as well as the qualifications, experience and responsibilities of Christopher Meredith, CFA, Patrick O’Shaughnessy, CFA, and Scott Bartone, CFA, the Fund’s portfolio manager, as well as the responsibilities ofmanagers, and other key personnel of the Advisor that would beat OSAM involved in the day-to-day activitiesmanagement of the Fund. The BoardTrustees reviewed information provided by the Adviser in a due diligence summary, including the structure of OSAM’s compliance program, and a summary detailing the key features of the compliance policies and procedures, and OSAM’s marketing activity and goals and its continuing commitment to the growth of the Fund’s assets. The Trustees noted that during the course of the prior year they had met with representatives of OSAM via videoconference to discuss the Fund’s performance and outlook, along with the marketing and compliance efforts made by OSAM. The Trustees also noted any services that extended beyond portfolio management, and they considered the resources and compliance structuretrading capability of the Advisor,Adviser. The Trustees discussed in detail the Adviser’s handling of compliance matters, including information regarding its compliance program, itsthe reports of the Trust’s chief compliance officer andto the Advisor’sBoard on the effectiveness of the Adviser’s compliance record and disaster recovery/business continuity plan.program. The Board also considered the Advisor’s business plan, noting that the Advisor currently manages other accounts with substantially similar objectives, policies, strategies and risks as the Fund. After discussion, the BoardTrustees concluded that the Advisor has theAdviser had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the New Investment Advisory Agreement and that the nature, overall quality and extent of suchthe management services areprovided to the Fund, as well as OSAM’s compliance policies and procedures, were satisfactory and reliable and were not expected to be satisfactory basedchange as a result of the New Investment Advisory Agreement. The Board additionally considered that OSAM believes that being a wholly-owned subsidiary of Franklin Templeton will provide access to broader resources, which may help to better serve shareholders’ needs.
Investment Performance of the Adviser and the Fund. The Trustees discussed the Fund’s recent performance and the overall performance by the Adviser since inception for the Fund on its prior experience with the Advisor.
February 26, 2016. In assessing the quality of the portfolio management services delivered by the Advisor,Adviser, the Board reviewedTrustees also compared the short-term and long-term performance of the O’Shaughnessy Market Leaders Value Fund as of April 30, 2017, on both an absolute basis, in comparison to its Morningstar peer group and in comparison to appropriate securities benchmarks and its peer funds utilizing Lipper and Morningstar classifications. While the Board considered both short-term and long-term performance, it placed greater emphasisbenchmark index, the Russell 1000 Value Index. The Trustees also reviewed information on longer term performance. When reviewing performance against the comparative peer group universe, the Board took into account that the investment objectives and strategies of the Fund, as well as their level of risk tolerance, may differ significantly from funds in the peer universe.
The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe was above the peer group median for the one-year period, slightly below the peer group median for the three-year period and below the peer group median for the five- and ten-year periods. With regard to its Lipper comparative universe, the Board noted the Fund’s performance was above the peer group median for the one-year period, slightly below the peer group median for the three-year period and below the peer group median for the five- and ten-year periods.
The Board also considered any differences in performance between the similarly managed accounts of the Advisor and thehistorical performance of the Fund, noting that the Fund outperformed the similarly managed account composite for the one-year, three-year and five-year periods and underperformed, or performed in line with, the similarly managed account composite for the ten-year period. The Board also reviewed the performance of the Fund against a broad-based securities market benchmark. The Board concluded that the Fund had outperformed its comparative universes and benchmark over the short-term periods and determined that it would continue to monitor the Fund’s long-term performance.
The Trustees then discussed the expected costs of the services to be provided by the Advisor and the structure of the Advisor’s fees under the New Investment Advisory Agreement. In considering the advisory fees and anticipated total fees and expenses of the Fund, the Board reviewed and compared the Fund’s anticipated fees and expenses to those funds in its Lipper peer group, as well as the fees and expenses for similar types ofother accounts managed by the Advisor. The Board viewed suchAdviser that were similar to the Fund in terms of investment strategy, as well as other separately-managed accounts of OSAM with different investment strategies. After considering all of the information, as a whole as useful in assessingthe Trustees concluded that the performance obtained by the Adviser for the Fund was satisfactory under current market conditions.
Section 15(f) of the 1940 Act. In considering whether the Advisor wouldarrangements between the Adviser and the Fund comply with the conditions of Section 15(f) of the 1940 Act, the Trustees reviewed the conditions of the Section 15(f). Section 15(f) provides a non-exclusive safe harbor for an investment adviser to an investment company or any of its affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser so long as two conditions are met. First, for a period of three years after closing of the transaction, at least 75% of the board members of the Trust cannot be able to provide services at a cost“interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. The Trustees considered that, was competitive with other similar funds and consistent with an arm’s length bargaining process. The Trustees also took into account the proposed expense waiver.
Thefirst condition of Section 15(f), neither the Adviser nor the Board noted thatwas aware of any plans to reconstitute the Advisor was agreeing to waive its advisory fee and reimburseBoard following the Fund for certain of its expenses to the extent necessary to maintain an annual expense ratio (excluding acquired fund fees and expenses, interest, taxes and extraordinary expenses) of 1.24% for shareschange in investment adviser. Thus, at least 75% of the Fund. The Board also considered thatTrustees would not be “interested persons” of the Advisor has the ability to request recoupmentAdviser for a period of previously waived fees and paid expenses from the Fund for three years from the date they were paid, subject to the Expense Cap, which includes fees waived or expenses paid for the benefit of the Fund prior toafter the change in control of the Advisor.investment adviser.
The Board notedsecond condition of Section 15(f) is that the Fund’s total expense ratio was above the peer group median and peer group average. Additionally, the Board noted that the contractual advisory fee was significantly above its peer group median and peer group average. The Board also considered that after advisory fee waivers and the reimbursement of Fund expenses necessary to maintain the Expense Cap, the net advisory fee received by the Advisor froman “unfair burden” must not be imposed upon the Fund duringas a result of the most recent fiscal period was abovetransaction or any express or implied terms, conditions or understandings applicable thereto. With respect to this second condition, the peer group median and peer group average. The Board also noted that when the peer group was adjusted to only include funds with similar asset sizes, the advisory fee remained higher but that the net expense ratio after waivers, although higher, was more closely aligned with the peer group median and peer group average. The Board considered that the management fee chargedAdviser has undertaken to maintain the Fund’s current expense cap for the required 2‑year period. The Board concluded that no “unfair burden” is being imposed upon the Fund over the course of the required 2-year period.
Costs of Service and Structure of Advisory Fee. The Trustees considered the cost of services and the structure of the Adviser’s fees, including a review of the expense analyses and other pertinent material with respect to the Fund. The Trustees reviewed the related statistical information and other materials provided, including the comparative expenses, expense components and peer group selections. The Trustees considered data relating to the cost structure of the Fund was generally higher thanrelative to a peer group of funds, as compiled by Morningstar, Inc., and the fees chargedAdviser’s separately-managed accounts, as well as the fee waivers and expense reimbursements by the Advisor to its separately managed account clients. The Board noted that the Advisor stated that the higher management fee for the Fund was due to regulatory, compliance, shareholder servicing and reporting requirement differences between the Fund and the other accounts.Adviser.
The Board determined that it would continue to monitorTrustees also considered the appropriatenessoverall profitability of the advisory fee forAdviser, reviewing the Fund and concludedAdviser’s financial information. The Trustees also examined the level of profits that at this time, the fee to be paid to the Advisor was fair and reasonable.
The Board also considered economies of scale that wouldcould be expected to be realizedaccrue to the Adviser from the fees payable under the New Investment Advisory Agreement, as well as the Fund’s brokerage practices. These considerations were based on materials requested by the Advisor as the assets of the Fund grow. The Board noted that the Advisor would be contractually agreeing to reduce its advisory fees or reimburse Fund expenses indefinitely, but in no event for less than an initial two-year term and subsequent terms of one year, so that the Fund does not exceed the Expense Cap. The Board noted that at current asset levels, it did not appear that there were additional significant economies of scale being realized by the Advisor that should be shared with shareholders and concluded that it would continue to monitor economies of scale in the future as circumstances changed and assuming asset levels continued to increase.
The Board then considered the profits expected to be realized by the Advisor from its relationship with the Fund. The Board reviewed the Advisor’s financial information and took into account both the expected direct benefitsTrustees and the indirect benefits toFund’s administrator specifically for the Advisor from advising the Fund. The Board considered the expected profitability to the Advisor from its relationship with the Fund and considered any additional benefits that may be derived by the Advisor from its relationship with the Fund; noting that the Advisor does not utilize “soft dollars,” Rule 12b-1 fees, or shareholder servicing plan fees. The Board noted that the Fund does have sub-transfer agency arrangements. The Board also reviewed information regarding fee offsets for separate accounts invested in the Fund and determined that the Advisor was not receiving an advisory fee bothOctober 18, 2021 meeting at the separate account and at the Fund-level for these accounts, and as a result was not receiving additional fall-out benefits from these relationships. After such review, the Board determined that the expected profitability to the Advisor with respect towhich the New Investment Advisory Agreement was formally considered.
The Trustees compared the fees paid by the Fund to the fees paid by the Adviser’s separately-managed accounts and noted that the fees can differ due to a number of factors.
The Trustees concluded that the Fund’s expenses and advisory fees payable to the Adviser were fair and reasonable in light of the comparative performance and expense management fee information. The Trustees further concluded that the Adviser’s profit from sponsoring the Fund had not been, and currently was not, excessive and that the Advisor should be able to maintainAdviser had maintained adequate profit levels to support the services it provides to the Fund.
Extent of Economies of Scale. The Trustees compared the Fund’s expenses relative to its peer group and discussed realized and potential economies of scale. The Trustees also reviewed the structures of the Fund’s advisory fee and whether the Fund was large enough to generate economies of scale for shareholders or whether economies of scale would be expected to be realized as the Fund’s assets grow (and if so, how those economies of scale were being or would be shared with shareholders). The Trustees reviewed all fee waivers and expense reimbursements by the Adviser with respect to the Fund. The Trustees noted that the Market Leaders Value Fund advisory fees included breakpoints and that the breakpoints were currently in effect for the Fund. The Trustees concluded that the Adviser’s advisory fee structure and any applicable expense waivers were reasonable and reflect a sharing of economies of scale between the Adviser and the Fund at the Fund’s current asset level.
Benefits Derived from the Relationship with the Fund. The Trustees considered the direct and indirect benefits that could be realized by the Adviser from its association with the Fund. The Trustees examined the brokerage practices of the Adviser with respect to the Fund and considered that the Fund does not charge a Rule 12b-1 fee or utilize “soft dollars.” The Trustees concluded that the benefits the Adviser may receive, such as continuity in the portfolio management of the Fund, including retaining the current personnel, maintaining the current relationships with third-party vendors, and avoiding the costs of finding a new investment adviser appear to be reasonable, and in many cases may benefit the Fund through growth in assets.
No single factor was determinative ofin the Board’s decision to approve the New Investment Advisory Agreement;Agreement for the Fund, but rather the TrusteesBoard based theirits determination on the total mix of information available to them.the Trustees. Based on a consideration of all the factors in their totality, the TrusteesBoard determined that the advisory arrangementNew Investment Advisory Agreement with the Advisor,Adviser, including the advisory fees, was fair and reasonable to the Fund.reasonable. The Board including a majority of Independent Trustees, therefore determined that the approval of the New Investment Advisory Agreement waswould be in the best interestsinterest of the Fund and its shareholders.]
Vote Required
Approval of the proposalProposal to approve the New Investment Advisory Agreement in order to engage the Adviser as the investment adviser for the Fund requires the vote of the “majority of the outstanding voting securities” of the Fund. Under the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of the Fund entitled to vote present in person or by proxy at the Special Meeting, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.
Based on all of the foregoing, the Trustees recommend that shareholders of the Fund vote FOR the approval of the New Investment Advisory Agreement.
OTHER BUSINESS
The Board knows of no other business to be brought before the Special Meeting. However, if any other matters properly come before the Special Meeting, proxies that do not contain specific instructions to the contrary will be voted on such matters in accordance with the judgment of the persons designated therein.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Fund does not hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholder meeting should send their written proposals to the Secretary of the Trust, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean the proposal will be included.
NOTICE TO BANKS, BROKER-DEALERS ANDSolicitation of Proxies
VOTING TRUSTEES AND THEIR NOMINEES
Banks, broker-dealers, voting trustees and their nominees should advise the Fund, in care of U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, whether other persons are beneficial owners of shares held in their names for which proxies are being solicited and, if so, the number of copies of the Proxy Statement they wish to receive in order to supply copies to the beneficial owners of the respective shares.
ADDITIONAL INFORMATION
Any Purchases or Sales In addition to solicitation of Securities of Fort Pitt
Since the beginning of the most recently completed fiscal year, to the best of the knowledge of the Trust, no Trustee has made any purchases or sales of securities of Fort Pitt or any of its affiliated companies.
Voting Securities, Principal Shareholders and Management Ownership
Shareholders of the Fund at the close of business on the Record Date will be entitled to be present and vote at the Special Meeting. As of that date, the Fund had 2,836,188.241 shares outstanding.
Management Ownership. As of the Record Date, to the best of the knowledge of the Trust, no Trustee of the Trust beneficially owned 1% or more of the outstanding shares of the Fund, and the Trustees and theproxies by mail, certain officers of the Trust, as a group, beneficially owned less than 1%officers and employees of the outstanding shares of the Fund. The Board is aware of no arrangements, the operation of which at a subsequent date may result in a change in control of the Fund. As of the Record Date, the Independent Trustees, and their respective immediate family members, did not own any securities beneficiallyAdviser, or of record in the Advisor, U.S. Bancorp, the parent company of the distributor, or any of their respective affiliates.
Control Persons and Principal Shareholders. A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of a Fund. A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of a Fund or acknowledges the existence of control. As of the Record Date, the following shareholders are known by the Fund to be a control person or principal shareholder of the Fund:
Name and Address | Parent
Company
| Jurisdiction | %
Ownership
| Type of
Ownership
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105-1905
| The Charles Schwab Corporation | DE | 70.05% | Record |
Mid Atlantic Trust Company
1251 Waterfront Place, Suite 525
Pittsburgh PA 15222-4228
| N/A | N/A | 6.80% | Record |
Solicitation of Proxies and Voting
This solicitation is being made primarily by the mailing of this Proxy Statement, along with a notice of the Special Meeting and proxy card, on or about July 19, 2017 . Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or personal interview byother representatives of the Fund. In addition, AST Fund Solutions, Inc. mayTrust, who will not be paid on a per-call basis to solicit shareholders by telephone on behalf of the Fund. The Fundfor their services, may also arrange to have votes recorded by telephone.
Voting instructions may be revoked at any time prior to the final vote at the Special Meeting by: (1) written instruction addressed to Jeanine M. Bajczyk, Secretary, Advisors Series Trust, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701; (2) attendance at the Special Meeting and voting in person; or (3) by proper execution and return of a new proxy card (if received in time to be voted). Mere attendance at the Special Meeting will not revoke voting instructions.
If the Fund records votessolicit proxies by telephone or throughin person. Fund Services has engaged the Internet, itproxy solicitation firm of Proxy Solicitor who will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the Internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.
The Fund expects that, before the Special Meeting, broker-dealer firms holding shares of the Fund in “street name”paid approximately $[ ], plus out-of-pocket expenses, for their customersservices. Fund Services will request voting instructions from their customers and beneficial owners. If these instructions are not received by the date specified in the broker-dealer firms’ proxy solicitation materials, these shares will be considered “broker non-votes.” Broker non-votes will be counted as present for purposes of determining quorum, but will not count towards the number of votes in favor of the approval of the New Investment Advisory Agreement, which means they will have the effect of a vote against the proposal. With respect to any other business that may properly come before the Special Meeting, the effect of broker non-votes will be dependent upon the vote that is required to approve such proposal.
All proxies solicited by the Board that are properly executed and received by the Fund’s Secretary prior to the Special Meeting, and are not revoked, will be voted at the Special Meeting. Shares represented by such proxies will be voted in accordance with the instructions on the proxies. If no instruction is made on a properly executed proxy, it will be voted FOR the proposal. All shares that are voted and all votes to ABSTAIN will be counted towards establishing a quorum, but abstentions will not count toward the number of votes in favor of approval of the New Investment Advisory Agreement, which means they will have the effect of a vote against the proposal.
With respect to shares held in individual retirement accounts (including Traditional, Rollover, SEP, SARSEP, Roth and SIMPLE IRAs), the IRA Custodian will vote those shares for which it has received instructions from shareholders in accordance with such instructions. If IRA shareholders do not vote their shares, the IRA Custodian will vote their shares for them in the same proportion as other IRA shareholders have voted.
A quorumpay for the Fund is 40% of outstanding shares entitledexpenses incident to vote in person or by proxy at the Special Meeting. If a quorum is not present at the Special Meeting for the Fund, or if a quorum is present at the Special Meeting but sufficient votes to approve the proposal are not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares present at the Special Meeting or represented by proxy for the Fund. When voting on a proposed adjournment, the persons named as proxy agents will vote FOR the proposed adjournment all shares that they are entitled to vote with respect to the proposal, unless directed to vote AGAINST the proposed adjournment.
Shareholders of record of the Fund at the close of business on June 30, 2017 will be entitled to vote at the Special Meeting. Other than any principal shareholders disclosed above, to the knowledge of the Fund, no other shareholder owned of record or beneficially more than 5% of the outstanding shares of the Fund as of June 30, 2017. Each whole share you hold as of the close of business on the Record Date is entitled to one vote, and each fractional share is entitled to a proportionate fractional vote.
The Fund expects that the solicitation will be primarily by mail, but also may include telephone solicitations. If the Fund does not receive your proxy by a certain time, you may receive a telephone call from AST Fund Solutions, Inc., Trust officers, employees or agents asking you to vote. The Fund does not reimburse officers of the Trust, or regular employees and agents involved in the solicitation of proxies.proxies in connection with the Meeting, which expenses include the fees and expenses of tabulating the results of the proxy solicitation and the fees and expenses of
Proxy Solicitor. Fund Services also will reimburse upon request persons holding shares as nominees for their reasonable expenses in sending soliciting materials to their principals. The expenses incurred in connection with preparing this Proxy Statementthe proxy statement and its enclosures and all related legal expensesand all solicitationssolicitation expenses will be paid by Fort Pitt.the Adviser.
Service Providers
The Fund’s investment adviser is Fort Pitt Capital Group, LLC located at 680 Andersen Drive, Foster Plaza Ten, Pittsburgh, Pennsylvania 15220. The Fund’s administrator, fund accountant, and transfer agent is U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202. U.S. Bank, N.A., 1555 North RiverCenter Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the Fund’s Custodian. Quasar Distributors, LLC located at 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, serves as the Fund’s principal underwriter.
Principal Executive Officers and Trustees of the Trust
The following table provides the name, address and principal occupation of the principal executive officers and trustees of the Trust. The Board is responsible for the overall management of the Trust, including general supervision and review of the investment activities of the Fund. The Board, in turn, elects the officers of the Trust, who are responsible for administering the day-to-day operations of the Trust and its separate series. The current Trustees and officers of the Trust, their ages, positions with the Trust, terms of office with the Trust, length of time served, their principal occupations for the past five years and other directorships are set forth in the table below.
Independent Trustees(1)
Name, Address
and Age
| Position
Held with
the Trust
| Term of
Office and
Length of
Time Served
| Principal
Occupation
During Past
Five Years
| Number of
Portfolios
in Fund
Complex
Overseen
by Trustee(2)
| Other
Directorships
Held During
Past Five
Years(3)
|
Gail S. Duree
(age 70)
615 E. Michigan Street
Milwaukee, WI 53202
| Trustee | Indefinite term;
since March 2014.
| Director, Alpha Gamma Delta Housing Corporation (collegiate housing management) (2012 to present); Trustee and Chair (2000 to 2012), New Covenant Mutual Funds (1999-2012); Director and Board Member, Alpha Gamma Delta Foundation (philanthropic organization) (2005 to 2011).
| 1 | Trustee, Advisors Series Trust (for series not affiliated with the Fund); Independent Trustee from 1999 to 2012, New Covenant Mutual Funds, (an open-end investment company with 4 portfolios).
|
Name, Address
and Age
| Position
Held with
the Trust
| Term of
Office and
Length of
Time Served
| Principal
Occupation
During Past
Five Years
| Number of
Portfolios
in Fund
Complex
Overseen
by Trustee(2)
| Other
Directorships
Held During
Past Five
Years(3)
|
David G. Mertens
(age 56)
615 E. Michigan Street
Milwaukee, WI 53202
| Trustee | Indefinite term*;
since March 2017.
| Retired; formerly, Managing Director and Vice President, Jensen Investment Management, Inc. (a privately-held investment advisory firm) (2002 – 2017).
| 1 | Trustee, Advisors Series Trust (for series not affiliated with the Fund).
|
George J. Rebhan
(age 82)
615 E. Michigan Street
Milwaukee, WI 53202
| Trustee | Indefinite term;
since May 2002.
| Retired; formerly President, Hotchkis and Wiley Funds (mutual funds) (1985 to 1993).
| 1 | Trustee, Advisors Series Trust (for series not affiliated with the Fund); Independent Trustee from 1999 to 2009, E*TRADE Funds.
|
Raymond B. Woolson
(age 58)
615 E. Michigan Street
Milwaukee, WI 53202
| Trustee | Indefinite term*;
since January 2016.
| President, Apogee Group, Inc. (financial consulting firm) (1998 to present).
| 1 | Trustee, Advisors Series Trust (for series not affiliated with the Fund); Independent Trustee, DoubleLine Funds Trust (an open-end investment company with 15 portfolios), DoubleLine Opportunistic Credit Fund and DoubleLine Income Solutions Fund, from 2010 to present; Independent Trustee, DoubleLine Equity Funds from 2010 to 2016.
|
Interested Trustee
Name, Address
and Age
| Position
Held with
the Trust
| Term of
Office and
Length of
Time Served
| Principal
Occupation
During Past
Five Years
| Number of
Portfolios
in Fund
Complex
Overseen
by Trustee(2)
| Other
Directorships
Held During
Past Five
Years(3)
|
Joe D. Redwine(4)
(age 69)
615 E. Michigan Street
Milwaukee, WI 53202
| Interested Trustee | Indefinite term;
since September 2008.
| President, CEO, U.S. Bancorp Fund Services, LLC (May 1991 to present); Manager, U.S. Bancorp Fund Services, LLC (1998 to present).
| 1 | Trustee, Advisors Series Trust (for series not affiliated with the Fund); Director, U.S. Bancorp Fund Services, Ltd. and U.S. Bancorp Fund Services, Limited, 2013 to present; Director, Quintillion Limited, 2013 to present. |
Officers
Name, Address
and Age
| Position Held
with the Trust
| Term of Office
and Length of
Time Served
| Principal Occupation
During Past Five Years
|
Joe D. Redwine
(age 69)
615 E. Michigan Street
Milwaukee, WI 53202
| Chairman and Chief Executive Officer | Indefinite term;
since September 2007.
| President, CEO, U.S. Bancorp Fund Services, LLC (May 1991 to present); Manager, U.S. Bancorp Fund Services, LLC (1998 to present). |
Douglas G. Hess
(age 49)
615 E. Michigan Street
Milwaukee, WI 53202
| President and Principal Executive Officer | Indefinite term;
since June 2003.
| Senior Vice President, Compliance and Administration, U.S. Bancorp Fund Services, LLC (March 1997 to present). |
Cheryl L. King
(age 55)
615 E. Michigan Street
Milwaukee, WI 53202
| Treasurer and Principal Financial Officer | Indefinite term;
since December 2007.
| Vice President, Compliance and Administration, U.S. Bancorp Fund Services, LLC (October 1998 to present). |
Kevin J. Hayden
(age 45)
615 E. Michigan Street
Milwaukee, WI 53202
| Assistant Treasurer | Indefinite term;
since September 2013.
| Assistant Vice President, Compliance and Administration, U.S. Bancorp Fund Services, LLC (June 2005 to present). |
Michael L. Ceccato
(age 59)
615 E. Michigan Street
Milwaukee, WI 53202
| Vice President, Chief Compliance Officer and AML Officer | Indefinite term;
since September 2009.
| Senior Vice President, U.S. Bancorp Fund Services, LLC and Vice President, U.S. Bank N.A. (February 2008 to present). |
Jeanine M. Bajczyk, Esq.
(age 51)
615 E. Michigan Street
Milwaukee, WI 53202
| Secretary | Indefinite term;
since September 2015.
| Senior Vice President and Counsel, U.S. Bancorp Fund Services, LLC (May 2006 to present). |
Emily R. Enslow, Esq.
(age 30)
615 E. Michigan Street
Milwaukee, WI 53202
| Assistant Secretary | Indefinite term;
since September 2015.
| Assistant Vice President, U.S. Bancorp Fund Services, LLC (July 2013-present); Proxy Voting Coordinator and Class Action Administrator, Artisan Partners Limited Partnership (September 2012 – July 2013); Legal Internship, Artisan Partners Limited Partnership (February 2012 – September 2012). |
* | Under the Trust’s Agreement and Declaration of Trust, a Trustee serves during the continued lifetime of the Trust until he/she dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner, until the election and qualification of his/her successor. In addition, the Trustees have designated a mandatory retirement age of 75, such that each Trustee first elected or appointed to the Board after December 1, 2015, serving as such on the date he or she reaches the age of 75, shall submit his or her resignation not later than the last day of the calendar year in which his or her 75th birthday occurs. |
(1) | The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”). |
(2) | As of June 30, 2017, the Trust is comprised of 45 active portfolio managed by unaffiliated investment advisors. The term “Fund Complex” applies only to the Fund. The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment advisor with any other series. |
(3) | “Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934, as amended, (that is, “public companies”) or other investment companies registered under the 1940 Act. |
(4) | Mr. Redwine is an “interested person” of the Trust as defined by the 1940 Act. Mr. Redwine is an interested Trustee of the Trust by virtue of the fact that he is an interested person of Quasar Distributors, LLC which acts as principal underwriter to the series of the Trust. |
Householding
If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you would like to receive a separate copy of the Proxy Statement, please call 1-866-688-8775 or write to the Fund c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.Proxy Solicitor phone number. If you currently receive multiple copies of Proxy Statements or shareholder reportsShareholder Reports and would like to request to receive a single copy of documents in the future, please call the toll-free number (877) 291-7827 or write to U.S. Bank Global Fund Services at 615 East Michigan Street, Milwaukee, Wisconsin 53202.
Voting Procedures
You can vote by mail, on the addressInternet or by phone by following the instructions on your proxy card, or in person at the Meeting. To vote by mail, sign and send us the enclosed proxy voting card in the envelope provided.
Shares represented by timely and properly executed proxies will be voted as specified. If you do not specify your vote with respect to a particular matter, the proxy holder will vote your shares in accordance with the recommendation of the Trustees. You may revoke your proxy at any time before it is exercised by sending a written revocation addressed to Elaine E. Richards, Secretary, Advisors Series Trust, c/o U.S. Bank Global Fund Services 615 East Michigan Street, Milwaukee, Wisconsin 53202, by properly executing and delivering a later-dated proxy,
or by attending the Meeting and voting in person. Attendance at the Meeting alone, however, will not revoke the proxy.
Each whole share will be entitled to one vote as to any matter on which it is entitled to vote and each fractional share will be entitled to a proportionate fractional vote. There is no cumulative voting in the election of Trustees.
Quorum and Methods of Tabulation
The presence of 40% of the outstanding shares of the Fund entitled to vote, present in person or represented by proxy, constitutes a quorum for the Proposal 1 for the Fund. Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Board as inspectors for the Meeting.
For purposes of determining the presence of a quorum for the Meeting, the inspectors will count as present the total number of shares voted “for” or “against” approval of any proposal, as well as shares represented by proxies that reflect abstentions and “broker non-votes” (i.e., shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or the persons entitled to vote and the broker or nominee does not have the discretionary voting power on a particular matter). With regard to the Proposal, assuming the presence of a quorum, abstentions and “broker non-votes” will have the effect of a vote against the Proposal.
Adjournment
If a quorum is not present or sufficient votes in favor of the Proposal are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to a date within a reasonable time after the Record Date to permit further solicitation of proxies with respect to the Proposal. In addition, if the persons named as proxies determine it is advisable to defer action on the Proposal the persons named as proxies may propose one or more adjournments of either Meeting to a date within a reasonable time after the Record Date in order to defer action on the Proposal as they deem advisable. Any such adjournments will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies that they are entitled to vote in favor of the Proposal. They will vote against any such adjournment those proxies required to be voted against any of the Proposal. They will vote in their discretion shares represented by proxies that reflect abstentions and “broker non-votes”.
Investment Adviser
The Fund’s investment adviser is O’Shaughnessy Asset Management, LLC, located at 6 Suburban Avenue, Stamford, Connecticut 06901.
Other Service Providers
The principal executive office of the Trust is located at 615 East Michigan Street, Milwaukee, Wisconsin 53202. The Trust’s administrator, transfer and dividend disbursing agent isU.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202. The Trust’s principal underwriter/distributor is Quasar Distributors, LLC, 111 East Kilbourn Avenue, Suite 1250, Milwaukee, WI 53202.
Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP (“Tait”) has acted as the independent registered public accounting firm to the Trust since 1995. Upon recommendation of the Trust’s Audit Committee, the Board has selected Tait as the independent registered public accounting firm to audit and certify the Trust’s financial statements for the Fund's most recent and current fiscal year ended as of July 31, 2021. Representatives of Tait will not be present at the Meeting.
Audit Fees
For the Fund’s two most recent fiscal years ended in 2020 or 2021, as appropriate, aggregate fees billed by Tait for the audit of the Fund’s annual financial statements and services that are normally provided by Tait in connection with statutory and regulatory filings or engagements for those two fiscal years were $17,400 and $17,400, respectively.
Audit-Related Fees
Tait did not perform any assurance or services related to the performance of the audits of the Fund’s financial statements for the two most recent fiscal years ended in 2020 or 2021, as appropriate, which are not set forth under “Audit Fees” above.
16
Tax Fees
Tait prepared the Fund’s federal and state income tax returns for the two most recent fiscal years ended in 2020 or 2021, as appropriate. Aggregate fees billed to the Trust by Tait for professional services for tax compliance, tax advice, and tax planning were $3,600 and $3,600, respectively. All of these fees were required to be approved by the Audit Committee.
All Other Fees
Tait neither performed services for the Trust nor delivered any products to the Trust for the Fund’s two most recent fiscal years ended in 2020, or 2021, as appropriate, other than as set forth above.
Pre-Approval of Certain Services
The Audit Committee Charter requires pre-approval by the Trust of all auditing and permissible non-audit services to be provided to the Trust by Tait, including fees. Accordingly, all of these non-audit services were required to be pre-approved, and all of these non-audit services were pre-approved by the Audit Committee.
Non-Audit Fees Paid by the Investment Adviser and its Affiliates
For the Fund’s two most recent fiscal years ended in 2020, or 2021, as appropriate, Tait did not bill for any non-audit fees except for the preparation of the Fund’s federal and state income tax returns for such fiscal years as set forth above, and did not bill any investment adviser or its affiliate that provided ongoing services to the Fund for any non-audit fees.
Outstanding Shares
The number of shares of the Fund and class issued and outstanding on the Record Date were as follows:
| | | | | |
| O’Shaughnessy Market Leaders Value Fund | Number of Issued and Outstanding Shares |
| Class I | [ ] |
As of the Record Date, the Trustees and officers of the Trust as a group owned beneficially less than one percent (1%) of the outstanding shares of the share class of the Fund and of the Trust as a whole. As of the close of business on the Record Date, the following persons were the only persons who were record owners or, to the knowledge of the Fund or Trust, were beneficial owners of 5% or more of the Fund or of the Trust’s outstanding shares.
EXHIBITPrincipal Holders of the O’Shaughnessy Market Leaders Value Fund – Class I Shares
| | | | | | | | |
| Name and Address | % Ownership | Type of Ownership |
[Charles Schwab & Co., Inc.
Special Custody Account
Attn: Mutual Funds Department
211 Main Street
San Francisco, CA 94105-1905] | [ ]% | Record |
[National Financial Services, LLC
499 Washington Boulevard
Jersey City, NJ 07310] | [ ]% | Record |
Reports to Shareholders
Copies of the Fund’s most recent annual and semi-annual reports may be requested without charge by calling (877) 291-7827 or visit the Fund’s website at https://www.osfunds.com/Funds/Market-Leaders-Value-Fund or writing the Fund, c/o U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI 53202.
Other Matters
The Trust is not aware of any other matters that are expected to arise at the Meeting. If any other matter should arise, however, the persons named in properly executed proxies have discretionary authority to vote such proxies as they decide.
The Amended and Restated Agreement and Declaration of Trust of the Trust, and the Amended and Restated By-laws of the Trust, do not provide for annual meetings of shareholders and the Trust does not currently intend to hold such meeting in the future. Shareholder proposals for inclusion in a proxy statement for any subsequent meeting of the Trust’s shareholders must be received by the Trust in a reasonable period of time prior to any such meeting.
Notice to Banks, Broker-Dealers and Voting Trustees and their Nominees
Banks, broker-dealers, voting trustees and their nominees should advise the Trust, in care of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202, whether other persons are beneficial owners of shares held in their names for which proxies are being solicited and, if so, the number of copies of the Proxy Statement and Annual Reports they wish to receive in order to supply copies to the beneficial owners of the respective shares.
Exhibit A
ADVISORS SERIES TRUST
INVESTMENT ADVISORY AGREEMENT
with
Fort Pitt Capital Group,O’Shaughnessy Asset Management, LLC
THIS INVESTMENT ADVISORY AGREEMENT is made as of the [ ]th__ day of [ ], 2017,______, 2021, by and between Advisors Series Trust, a Delaware statutorybusiness trust (the(hereinafter called the “Trust”), on behalf of the series of the Trust indicated on Schedule A, which may be amended from time to time, (the “Fund”(each a “Fund,” and together the “Funds”) and the investment adviser of the Fund, Fort Pitt Capital Group,O’Shaughnessy Asset Management, LLC, a Delaware limited liability company (the(hereinafter called the “Advisor”).
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company, registered as such under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and
WHEREAS, each the Fund listed on Schedule A is a series of the Trust having separate assets and liabilities; and
WHEREAS, the Advisor is registered as an investment adviser under the Investment Advisers Act of 1940 as amended (the “Advisers Act”), and is engaged in the business of supplying investment advice as an independent contractor; and
WHEREAS, the Trust desires to retain the Advisor to render advice and services to the Fund pursuant to the terms and provisions of this Agreement, and the Advisor desires to furnish said advice and services;
NOW, THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties to this Agreement, intending to be legally bound hereby, mutually agree as follows:
1.APPOINTMENT OF ADVISOR.The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board(“Board of Trustees” or “Board”).
2.DUTIES OF ADVISOR.
(a)GENERAL DUTIES.The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings;undertakings to the Board or with the Securities and Exchange Commission; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor (collectively, the “Investment Policies”). upon at least five (5) days prior
notice. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law.
Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e.(i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, and file beneficial ownership reports required byunder Section 13(d)13 of the Securities Exchange Act of 1934 as amended (the “1934 Act”), for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records relatingassociated with or generated from the services rendered to the advisory services provided by the Advisor hereunderFund and required to be prepared and maintained by the Advisor orexcept to the extent the Fund pursuanthas made arrangements for such books and records to applicable laws;be maintained by the Fund’s administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the Trustees or officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’seach Fund's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Advisor shall have no obligation to initiate litigation on behalf of the Fund.
(b)BROKERAGE.The Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Advisor shall not direct orders to an affiliated person of the Advisor without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Advisor will effect all securities transactions for the benefit of the Fund in accordance with its duty to seek best execution. In selecting a broker-dealer to execute each particular transaction, the Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered.offered and the transaction is effected in accordance with the Advisor’s obligation to obtain best execution.
Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisor’s overall responsibilities with respect to clients for which it exercises investment discretion.the Trust. Subject to the same policies and legal provisions, the Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Advisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Advisor shall determine, and the Advisor shall report on such allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor.
On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Advisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fundsecurities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and of those other clients for the purchase or sale of the security.most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
2
The Trust authorizes and empowers the Advisor to open and maintain trading accounts in the name of a Fund and to execute for the Fund as its agent and attorney-in-fact standard institutional customer agreements with such broker or brokers as the Advisor shall select as provided herein. The Advisor shall cause all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board.
| 3. | REPRESENTATIONS OF THE ADVISOR. |
The Advisor further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for a Funds and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust from time to time. The Advisor shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Advisor except as expressly provided herein.
3.REPRESENTATIONS OF THE ADVISER.
(a)The Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.
(b)The Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order.
(c)The Advisor shall conduct its operations at all times in conformance with the Advisers Act, the Investment Company Act, and any other applicable state and/or self-regulatory organization regulations.
(d)The Advisor shall maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board of Trustees in connection with their approval of this Agreement.
4.INDEPENDENT CONTRACTOR.The Advisor shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized to do so, have no authority to act for or represent the Trust or the Fund in any way, or in any way be deemed an agent for the Trust or for the Fund. It is expressly understood and agreed that the services to be rendered by the Advisor to the Fund under the provisions of this Agreement are not to be deemed exclusive, and that the Advisor may give advice and take action with respectshall be free to other clients, including affiliates of the Advisor, that may berender similar or different from that givenservices to others so long as its ability to render the Fund.services provided for in this Agreement shall not be impaired thereby.
5.ADVISER’S PERSONNEL.ADVISOR’S PERSONNEL. The Advisor shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as it shall from time to time determine to be necessary to the performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the staff and personnel of the Advisor shall be deemed to include persons employed or retained by the Advisor to furnish statistical information, research, and other factual
information, advice regarding economic factors and trends, information with respect to technical and scientific developments, and such other information, advice and assistance as the Advisor or the Trust's Board of Trustees may desire and reasonably request and any compliance staff and personnel required by the Advisor and reasonably requested by the Board of Trustees.Advisor.
6.EXPENSES.
6. EXPENSES.
(a)With respect to the operation of the Fund, the Advisor shall be responsible for (i) the Fund’s organizational expenses; (ii) providing the personnel, office space and equipment reasonably necessary for the Advisor to performprovide its obligations hereunder;services hereunder, (iii) the expenses of printing and distributing extra copies of the Fund’s prospectus, statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders) to the extent such expenses are not covered by any applicable plan adopted pursuant to Rule 12b-1 under the Investment Company Act (each, a “12b-1 Plan”); (iv) the costs of any special Board of Trustees meetings or shareholder meetings convened for the primary benefit of the AdvisorAdvisor; and attendance at required annual Board meeting; (v) the costs associated with any supplements to the Fund’s registration statement created at the Advisor’s request; and (vi) any costs of liquidating or reorganizing the Fund (unless such cost is otherwise allocated by the Board of Trustees). If the Advisor has agreed to limit the operating expenses of the Fund, the Advisor also shall be responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit, subject to the terms of such agreement.limit.
(b)The Fund is responsible for and has assumed the obligation for payment of all of its expenses, other than as stated in Subparagraph 6(a) above or as may otherwise be agreed by the parties, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Fund including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the Investment Company Act;Act, except for the records maintained by the Advisor pursuant to Section 2(a)(iv); taxes, if any; a pro rata portion of expenditures in connection with meetings of the Fund’s shareholders and the Trust’s Board of Trustees that are properly payable by the Fund; salaries and expenses of officers of the Trust, including without limitation the Trust’s Chief Compliance Officer, and fees and expenses of members of the Trust’s Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Advisor; insurance premiums on property or personnel of theeach Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Fund or other communications for distribution to existing shareholders which are covered by any 12b-1 Plan; legal, auditing and accounting fees; all or any portion of trade association dues or educational program expenses determined appropriate by the Board of Trustees; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Fund, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed.
(c)The Advisor may voluntarily or contractually absorb certain Fund expenses.
(d)To the extent the Advisor incurs any costs by assuming expenses which are an obligation of the Fund as set forth herein, the Fund shall promptly reimburse the Advisor for such costs and expenses, except to the extent the Advisor has otherwise agreed to bear such expenses. To the extent the services for which thea Fund is obligated to pay are performed by the Advisor, the Advisor shall be entitled to
recover from such Fund to the extent of the Advisor’s actual costs for providing such services. In determining the Advisor’s actual costs, the Advisor may take into account an allocated portion of the salaries and overhead of personnel performing such services.
(e)To the extent that theThe Advisor paysmay not pay fees in addition to any Fund distribution or servicing fees to financial intermediaries, including without limitation banks, broker-dealers, financial advisors, or pension administrators, for sub-administration, sub-transfer agency or any other shareholder servicing or distribution services associated with shareholders whose shares are held in omnibus or other group accounts, except with the prior authorization of the Trust’s Board of Trustees. Where such arrangements are authorized by the Trust’s Board of Trustees, the Advisor shall report such payments regularly to the Trust on the amounts paid and the relevant financial institutions.
7.INVESTMENT ADVISORY AND MANAGEMENT FEE.
(a)The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement.
(b)The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month.
(c)The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination.
(d)The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to a Fund.
(e)The Advisor voluntarily or contractually may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of thea Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis.
(f)Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in any subsequent month in the three year period from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reduction and reimbursement) will not cause the Fund to exceed the lesser of: (1) the expense limitation in place at the time of the management fee reduction and expense payment; or (2) the expense limitation in place at the time of the reimbursementreimbursement. Any such reimbursement is
also contingent upon the review, approval and/or ratification of such reimbursement by the Board of Trustees ofreview and approval at the Trust.time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.”
(g)The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.
8.NO SHORTING; NO BORROWING.The Advisor agrees that neither it nor any of its officers or employees shall take any short position in the shares of the Fund. This prohibition shall not prevent the purchase of such shares by any of the officers or employees of the Advisor or any trust, pension, profit-sharing or other benefit plan for such persons or affiliates thereof, at a price not less than the net asset value thereof at the time of purchase, as allowed pursuant to rules promulgated under the Investment Company Act. The Advisor agrees that neither it nor any of its officers or employees shall borrow from the Fund or pledge or use the Fund’s assets in connection with any borrowing not directly for the Fund’s benefit. For this purpose, failure to pay any amount due and payable to the Fund for a period of more than thirty (30) days shall constitute a borrowing.
9.CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE LAWS.Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, Amended and Restated By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of the Trust of its responsibility for and control of the conduct of the affairs of the Trust and Fund. In this connection, the Advisor acknowledges that the Trustees retain ultimate plenary authority over the Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.
10.REPORTS AND ACCESS; APPROVAL.
ACCESS.(a)The Advisor agrees to supply such information to the Fund’s administrator and to permit such compliance inspections by the Fund’s administrator as shall be reasonably necessary to permit the administrator to satisfy its obligations and respond to the reasonable requests of the Board of Trustees.
(b)11.The Trust agrees to provide the Advisor such information about the Trust and the Fund as is necessary and appropriate for the Advisor to perform its services hereunder. Such information includes, but is not limited to, the Trust’s Agreement and Declaration of Trust and Amended and Restated By-Laws and all compliance policies and procedures of the Trust. The Trust agrees to provide to the Advisor promptly any amendment to the foregoing and, if any such amendment would materially affect the services to be provided by the Advisor hereunder, the Trust agrees to provide the amendment to the Advisor prior to its adoption by the Board of Trustees.
(c)The Trust represents and warrants that this Agreement has been authorized by the Board of Trustees and by shareholders in accordance with applicable law.
11. ADVISOR’SADVISER’S LIABILITIES AND INDEMNIFICATION.
(a)The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), relating to (i) the Advisor and its affiliates, (ii) the Fund’s investment strategies and related risks, and (iii) otherexcept for information in each case only if supplied by the Advisoradministrator or the Trust or another third party for inclusion therein.
(b)Except as otherwise provided herein, theThe Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any improper investment made by the Advisor in contradiction of the Investment Policies, other than losses or damages relating to lost profits.Policies.
(c)In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Advisor, the Advisor shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and
therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, the Fund or any shareholder of the Fund may have under any federal securities law or state law.
(d)Each party to this Agreement shall indemnify and hold harmless the other party and the shareholders, directors, members, managers, agents, officers and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) (collectively, “Losses”) arising out of the IndemnifyingIndemnified Party’s willful misfeasance, bad faith, gross negligenceperformance or reckless disregardnon-performance of its obligations orany duties hereunder;under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any Lossliability to which such Indemnified Party would otherwise be subject by reason of such party’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement.
(e)No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
12.NON-EXCLUSIVITY; TRADING FOR ADVISOR’SADVISER’S OWN ACCOUNT.The Trust’s employment of the Advisor is not an exclusive arrangement. The Trust may from time to time employ other individuals or entities to furnish it with the services provided for herein. Likewise, the Advisor may act as investment adviser for any other person, and shall not in any way be limited or restricted from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Advisor expressly represents that it will undertake no activities which in its judgment, will adversely affect the performance of its obligations to the Fund under this Agreement; and provided further that the Advisor will adoptadhere to a code of ethics governing employee trading and trading for proprietary accounts that conforms to the requirements of the Investment Company Act and the Advisers Act and has been approved by the Trust’s Board of Trustees.
13.TRANSACTIONS WITH OTHER INVESTMENT ADVISERS. The Advisor is not an affiliated person of any investment adviser responsible for providing advice with respect to any other series of the Trust, or of any promoter, underwriter, officer, director, member of an advisory board or employee of any other series of the Trust. The Advisor shall not consult with the investment adviser of any other series of the Trust concerning transactions for the Fund or any other series of the Trust.
14.TERM.
This Agreement shall become effective at the timewith respect to the Fund receives an affirmativeon the date set forth above, provided that it shall have been approved by the Trust's Board and by the shareholders of the Fund in accordance with the requirements of the Investment Company Act, and shall remain in effect for a period of two years, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one year so long as such continuation is approved at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of theeach Fund and shall remain in effect for a period of two (2) years from the latter of the date of approval by (i) the Board of Trustees of the Trust (including(ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons of the Fund or the Advisor),thereof, cast in person at a meeting called for the purpose of voting on such approval or, (ii) the vote of a majority of the outstanding voting securities of the Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust (including the vote of a majority of the Trustees of the Trust who are not interested persons of the Fund or the Advisor) at a meeting called for the purpose of voting on such approval or, (ii) if conducted, the vote of a majority of the outstanding voting securities of the Fund.approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the Investment Company Act.
15.RIGHT TO USE NAME
The Advisor warrants that each Fund’s name is not deceptive or misleading within the meaning of Rule 35d-1 under the Investment Company Act and that the Advisor has rights to any distinctive name used
by a Fund. Any concern regarding copyright, trademark, or patent infringement with respect to the name used by an Advisor Fund managed by the Advisor shall be resolved by the Advisor. Each Fund acknowledges that its use of any distinctive name is derivative of its relationship with the Advisor. Each Fund may use the name connected with the Advisor or any name derived from or using the name of the Advisor Funds managed by the Advisor only for so long as this Agreement or any extension, renewal or amendment hereof remains in effect. Within sixty (60) days from such time as this Agreement shall no longer be in effect, the Trust andeach Fund shall cease to use such a name or any other name connected with the Advisor.
It is understood and hereby agreed that the name “Advisors Series Trust” or “AST” is the property of the Trust for copyright and all other purposes. The Advisor undertakes and agrees that, in the event that the Advisor shall cease to act as investment adviser to the Fund, the Advisor shall promptly take all necessary and appropriate action to discontinue use of the Trust’s name and will further refrain from using the Trust’s name; provided, however, that the Advisor may continue to use the Trust’s name for the sole purpose of identifying the Trust as an account formerly managed by the Advisor or as otherwise consented to by the Trust in writing prior to such use.
It is additionally understood and hereby agreed that the name “Fort Pitt”, “Fort Pitt Capital Group”“O’Shaughnessy,” “O’Shaughnessy Asset Management LLC,” “OSAM LLC” or any reasonable derivation of the same, is the property of the Advisor for copyright and all other purposes. The Trust undertakes and agrees that, in the event that the Advisor shall cease to act as investment adviser to the Funds, the Trust shall promptly take all necessary and appropriate action to discontinue use of the Advisor’s name and will further refrain from using the Advisor’s name; provided, however, that the Trust may continue to use the Advisor’s name for the sole purpose of identifying the Trust as an account formerly managed by the Advisor or as otherwise consented to by the Advisor in writing prior to such use.
16.TERMINATION; NO ASSIGNMENT.
(a)This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of a Fund, upon sixty (60) days’ written notice to the Fund, at any time, with or without cause,Advisor, and without payment of any penalty. This Agreement may also be terminated by the Advisor with or without cause, and without payment of any penalty, upon thirty (30)sixty (60) days’ written notice to the Fund. In the event of a termination, or non-renewal of this Agreement, the Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees, transfer at the Fund’s expense, any and all books and records of the Fund maintained by the Advisor on behalf of the Fund to the Fund or its delegate.Fund.
(b)This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act.
(c)If the Agreement is terminated due to a material change in business model or management structure of the Trust, the Advisor may determine to reorganize the shareholder interests in the Trust to another investment company, and the Trust shall bear the administrative costs to transition the shareholder interests so the Advisor can continue such business in an equivalent manner as prior to such an event.
17.NONPUBLIC PERSONAL INFORMATION. Notwithstanding any provision herein to the contrary, the Advisor agrees on behalf of itself and its managers, members, officers, and employees (1) to treat confidentially and as proprietary information of the Trust (a) all records and other information relative to the Fund’s prior, present, or potential shareholders (and clients of said shareholders) and (b) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the Gramm-Leach-Bliley Act (the “G-L-B Act”); and (2) except after prior notification to
and approval in writing by the Trust, not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or as otherwise permitted by Regulation S-P or the G-L-B Act, and if in compliance therewith, the privacy policies adopted by the Trust and communicated in writing to the Advisor. Such written approval shall not be unreasonably withheld by the Trust and may not be withheld where the Advisor may be exposed to civil or criminal contempt or other proceedings for failure to comply after being requested to divulge such information by duly constituted authorities.
18.ANTI-MONEY LAUNDERING COMPLIANCE. The Advisor acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, “AML Laws”), the Trust has adopted an Anti-Money Laundering Policy. The Advisor agrees to comply with the Trust’s Anti-Money Laundering Policy and the AML Laws, as the same may apply to the Advisor, now and in the future; provided, however, that the Advisor shall not be liable in respect of any failure by it to comply with changes to the Trust’s Anti-Money Laundering Policy of which it has not been notified in writing by the Trust a reasonable time in advance of the effectiveness of such changes.future. The Advisor further agrees to provide to the Trust and/or the administrator such reports, certifications and contractual assurances as may be reasonably requested by the Trust.Trust in respect of the Trust’s Anti-Money Laundering Policy. The Trust may disclose information regarding the Advisor to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by applicable law or regulation.
19.CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES. The Advisor acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the implementing regulations promulgated thereunder, the Trust and the Fund are required to make certain certifications and have adopted disclosure controls and procedures. To the extent reasonably requested by the Trust, the Advisor agrees to use its best efforts to assist the Trust and the Fund in complying with the Sarbanes-Oxley Act and implementing the Trust’s disclosure controls and procedures. The Advisor agrees to inform the Trust of any material development related to the Fund that the Advisor reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes-Oxley Act.
20.SEVERABILITY.If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.
21.CAPTIONS.The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
22.GOVERNING LAW.This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act and the Advisers Act and any rules and regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all on the day and year first above written.
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ADVISORS SERIES TRUST on behalf of each series of the seriesTrust listed on Schedule A | | FORT PITT CAPITAL GROUP,O’SHAUGHNESSY ASSET MANAGEMENT, LLC |
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By: ________________________________ | | | By: ________________________________ | |
Name: Douglas G. Hess | Jeff T. Rauman | | Name: Charles A. Smith | |
| Title: | President | | Title: Executive Vice President and Chief Investment Officer | |
SCHEDULE A
to the Investment Advisory Agreement
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Series or Fund of Advisors Series Trust | Annual Fee Rate as a Percentage |
| O’Shaughnessy Market Leaders Value Fund | 0.55% of average net assets up to $25 million,
0.45% of average net assets on the next $75 million,
0.35% of average net assets in excess of $100 million |
PROXY CARD
SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY!
Average Daily Net Assets | | | | | |
| 1. MAIL your signed and voted proxy back in the postage paid envelope provided |
Fort Pitt Capital Total Return | 2. ONLINE at proxyonline.com using your proxy control number found below |
| 3. By PHONE when you dial toll-free [ ] to reach an automated touchtone voting line
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| 4. By PHONE with a live operator when you call toll-free Proxy Solicitor phone number times available |
| CONTROL NUMBER > 12345678910 |
O’Shaughnessy Market Leaders Value Fund
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON December 20, 2021
The undersigned hereby appoints Jeffrey T. Rauman and Cheryl L. King, as Proxy of the undersigned, with full power of substitution, and hereby authorizes either of them to vote on behalf of the undersigned all shares of the Fund that the undersigned is entitled to vote at the Meeting of Shareholders of the Fund to be held at 11:30 a.m. Central Time, on December 20, 2021, at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI, 53202 and virtually via conference (the “Meeting”), and at any postponements or adjournments thereof, as fully as the undersigned would be entitled to vote if personally present. This proxy will be governed by and construed in accordance with the laws of the State of Delaware and applicable federal securities laws. The execution of this proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than the revocation, in accordance with the laws of the State of Delaware and applicable federal securities laws, of any proxy previously granted specifically in connection with the voting of the shares subject hereto. This proxy may be revoked at any time prior to the exercise of the powers conferred thereby.
IF YOU WOULD LIKE TO ATTEND THE MEETING VIA CONFERENCE CALL, please send an email to [email address]. Please use the e-mail subject line “[subject line],” and include in your email your full name along with your request to attend the Meeting. Information on how to attend the Meeting will be sent back to you.
Do you have questions?If you have any questions about how to vote your proxy or about the Meeting in general, please call toll-free [Proxy Solicitor phone number]. Representatives are available to assist you [times available].
PLEASE NOTE: We may impose additional procedures or limitations on Meeting attendees or may decide to hold the Meeting in a different location or solely by means of virtual conference call format. We plan to announce any such updates on our proxy website ([proxy website link]), and we encourage you to check this website prior to the Meeting if you plan to attend. The proxy statement for the Meeting scheduled to be held on December 20, 2021 is available at: [proxy website link]
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
O'SHAUGHNESSY MARKET LEADERS VALUE FUND PROXY CARD
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YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.Please sign your name exactly as it appears on this card. If you are a joint owner, any one of you may sign. When signing as executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you are signing for a corporation, please sign the full corporate name and indicate the signer’s office. If you are a partner, sign in the partnership name.
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SIGNATURE (AND TITLE IF APPLICABLE) DATE
SIGNATURE (IF HELD JOINTLY) DATE
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This proxy is solicited on behalf of the Fund’s Board of Trustees, and the Proposal has been unanimously approved by the Board of Trustees and recommended for approval by shareholders. This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the Proposal. In his or her discretion, the Proxy is authorized to vote upon such other matters as may properly come before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:●
PROPOSAL
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| | | FOR | AGAINST | ABSTAIN | |
| 1. | To approve a new Investment Advisory Agreement between O’Shaughnessy Asset Management, LLC and Advisors Series Trust, on behalf of the O’Shaughnessy Market Leaders Value Fund | Annual Fee Rate %
1.00%
0.90%
0.80%
○ | Average Daily Net Assets
up○
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| 2. | If necessary, to $100 millionbetween $100 million and $1 billion
over $1 billion
adjourn or postpone the Meeting to permit further solicitation of proxies in the event that a quorum does not exist or a quorum exists but there are not sufficient votes at the time of the Meeting to approve the Proposal. |
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THANK YOU FOR VOTING
