UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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☐o Soliciting Material Pursuant to § 240.14a-12240.14a-12.
Advisors Series Trust
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1
Proxy Materials
PLEASE CAST YOUR VOTE NOW!
Please Cast Your Vote Now!
SEMPER MBS TOTAL RETURN FUND
O'Shaughnessy Market Leaders Value Fund (OFVIX)
A Series(a series of Advisors Series Trust
)
c/o U.S. BancorpBank Global Fund Services LLC
P.O. Box 701615 East Michigan Street
Milwaukee, Wisconsin 53201-0701WI 53202
1-855-736-7799
November 15, 2021
Dear Shareholder:
Please take a moment
I am writing to read this letter and the enclosed proxy statementinform you about an important matter pertaining to your investment. As a Semper MBS Total Return Fund (the “Fund”) shareholder, you are invited to aupcoming special shareholder meeting (the “Meeting”), which will be held on March 22, 2018. The purpose of the Meeting is for shareholders to consider and approve an amended investment advisory agreement between Semper Capital Management, L.P. (“Semper” or the “Adviser”O’Shaughnessy Market Leaders Value Fund (the “Fund”) and, a series of Advisors Series Trust (the “Trust”), which will be held at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI, 53202 on behalfDecember 20, 2021, at 11:30 a.m. Central Time. We are sensitive to the public health concerns our shareholders may have and recommendations that public health officials have issued in light of the Fund.
Semper is proposing an increase in the Fund’s contractual advisory fee. The Fund’s current contractual advisory fee is 0.45%public health impact of the Fund’s average net assets. Semper is proposing an increasecoronavirus pandemic (COVID-19) and its evolving nature. As a result, we may impose additional procedures or limitations on Meeting attendees or may decide to hold the Meeting in a different location. We plan to announce any such updates at the following location: (https://vote.proxyonline.com/OShaughnessy/docs/proxy2021.pdf), and we encourage you to check this weblink prior to the advisory fee while also adding breakpointsMeeting if you plan to the advisory fee which will reduce the fee as the Fund’s assets grow. The new proposed fee schedule would be 0.60% of average net assets up to $1.5 billion, 0.55% of average net assets up to $2.5 billion and 0.50% of average net assets in excess of $2.5 billion. The Fund’s current net assets as of November 30, 2017 were $1.12 billion, which would result in an advisory fee of 0.60% under the proposed fee schedule. Additionally, as discussed further in the attached proxy statement, the Fund’s expense limitation agreement, which currently limits the Fund’s total operating expenses to no more than 0.75%, 1.00% and 1.00% of the Fund’s average daily net assets for the Fund’s Institutional Class, Investor Class, and Class A shares, respectively, will increase to no more than 0.90%. 1.15% and 1.15% of the Fund’s average daily net assets for the Fund’s Institutional Class, Investor Class, and Class A shares, respectively, if shareholders approve the amended investment advisory agreement. Based on current estimates, total operating expenses after the increase in the advisory fee are expected to be 0.83%, 1.08%, and 1.08% of the Fund’s average daily net assets for the Fund’s Institutional Class, Investor Class, and Class A shares, respectively.
Semper believes that the proposed fee increase is appropriate for reasons including the following:
| · | Semper has made and expects to make additional substantial investments in continuing to grow the quality of its resources: people, compliance, data, credit analytical systems, and risk management systems to best serve the Fund and its shareholders, which is challenging at the Fund’s current asset size; and |
| · | The Fund has had strong performance, among the highest in its peer group for the three year and since inception periods, yet the current management fees are in the lowest quartile of funds in the competitive universe. |
attend.
Therefore, I am writing to ask for your prompt vote for
At the approval of an amendedMeeting, shareholders will be asked to: approve a new investment advisory agreement (the “New Investment Advisory Agreement”) between O’Shaughnessy Asset Management, LLC (“OSAM” or the “Adviser”) and the Trust on behalf of the Fund. The New Investment Advisory Agreement is required under the Investment Company Act of 1940, as amended (the “1940 Act”) because of a proposed change in the ownership of OSAM. The costs associated with this Proposal will be paid by the Adviser as described in the attached Proxy Statement.
The proposal relates to the approval of a New Investment Advisory Agreement for the Fund, and Semper. The amended investment advisory agreementwhich will not result in any change in the Fund’s investment strategies, advisory fees or portfolio management team. On September 29, 2021, OSAM, the current investment adviser to the Fund, entered into an agreement to be acquired by Franklin Resources, Inc. (“Franklin Templeton”). As a result of this strategic acquisition, a change of control will be triggered when the acquisition is completed, pursuant to which OSAM would become a wholly-owned subsidiary of Franklin Templeton (the “Transaction”). After the Transaction, OSAM expects its investment management team to remain intact and will continue to operate under the OSAM brand name. The Transaction is expected to be completed in the wayfourth quarter of 2021.
The new ownership structure will not result in any changes for existing shareholders of the Fund. The Adviser’s portfolio managers and key personnel after the close of the Transaction will be the same individuals as prior to the Transaction. There will be no change in the investment advisory fee and the expenses paid by shareholders of the Fund is managed. This package contains information aboutare not expected to change as a result of the proposal to approvechange in control of OSAM. However, under the amendedfederal securities laws, this change in ownership of OSAM causes the current investment advisory agreement including(the “Prior Investment Advisory Agreement”) between the Board’s recommendationTrust, on behalf of the Fund, and OSAM to automatically terminate at the close of the Transaction. Accordingly, a new investment advisory agreement must be approved by the Fund’s shareholders in order for OSAM to continue to serve as the investment adviser to the Fund. However, shareholder approval on page 7 .of the New Investment Advisory Agreement is not a condition to closing the Transaction.
The proposal has been carefully reviewed by
As a result, the Trust’s Board of Trustees. Trustees (the “Board”), including a majority of the Trustees who are not “interested persons” of the Trust, as defined under the 1940 Act, at a meeting held on October 18, 2021, determined that it would be in
the best interests of the Fund and its shareholders to approve the New Investment Advisory Agreement with respect to the Fund that will take effect following the close of the Transaction, subject to shareholder approval. The terms of the New Investment Advisory Agreement are substantially identical to the terms of the Prior Investment Advisory Agreement, except for the dates of execution, effectiveness, and termination. There will be no change in the investment advisory fee and the expenses paid by shareholders of the Fund are not expected to change as a result of the change in control of OSAM. In order for OSAM to continue as the Fund’s investment adviser, to provide the same day-to-day investment management services it has provided since inception on February 26, 2016 for the Fund, the shareholders of the Fund must approve the New Investment Advisory Agreement. In the event the Fund is not able to obtain shareholder approval prior to the termination of the Prior Investment Advisory Agreement, the Board, including a majority of the Independent Trustees, at the meeting held on October 18, 2021 also approved an interim investment advisory agreement (the “Interim Investment Advisory Agreement”) between the Trust on behalf of the Fund and OSAM, so that OSAM could continue managing the Fund after the change of control. Pursuant to Rule 15a‑4 under the 1940 Act, the Interim Investment Advisory Agreement will allow the Fund an additional 150 days to obtain shareholder approval of the New Investment Advisory Agreement. The terms of the Interim Investment Advisory Agreement would be substantially identical to the terms of the Prior Investment Advisory Agreement, except for the term and escrow provisions of the agreement described in the Proxy Statement. Under the Interim Investment Advisory Agreement, management fees earned by OSAM would be held in an interest-bearing escrow account until shareholders approve the New Investment Advisory Agreement with OSAM. The Board will implement the Interim Investment Advisory Agreement for a period of no more than 150 days in order to determine appropriate action, which could include continuing to solicit shareholder approval on the New Investment Advisory Agreement.
The Board of Trustees recommends that you vote FORin favor of the proposal. It is very importantProposal.
The attached Proxy Statement describes the Proposal and the voting process for shareholders. The Board asks that we receiveyou read it carefully and vote in favor of the Proposal. Please return your proxy card in the postage-paid envelope as soon as possible. You also may vote before March 22, 2018. over the Internet or by telephone. Please follow the instructions on the enclosed proxy card to use these methods of voting.I appreciate
Thank you for your participation and prompt response in this matter.continued support.
Sincerely,
/s/ Gregory A. ParsonsChristopher Loveless
President
Gregory A. ParsonsO’Shaughnessy Asset Management, LLC
Chief Executive Officer
Semper Capital Management, L.P.
Voting is quick and easy. Everything you need is enclosed. To cast your vote:
| · | | | | |
| PHONE: Call the toll-free number on your proxy card. Enter the control number on your proxy card and follow the instructions. |
| · | | | | |
| INTERNET: Visit the website indicated on your proxy card. Enter the control number on your proxy card and follow the instructions. |
| · | | | | |
| MAIL: Complete the proxy card(s) enclosed in this package. BE SURE TO SIGN EACH CARD before mailing it in the postage-paid envelope. |
TABLE OF CONTENTS
Important information to help you understand and vote on the proposal:Proposal:
Please read the full text of the proxy statement. Below is a brief overview of the proposalProposal to be voted upon. Your vote is important.
What is this document and why did you send it to me?
We are sending this document to you for your use in connection with the Trust’sBoard’s solicitation of your votevote to approve an amendedone proposal: a new investment advisory agreement between Semper Capitalwith O’Shaughnessy Asset Management, L.P.LLC, a Delaware limited liability company (“Semper”OSAM” or the “Adviser”) andto enable OSAM to continue as the Trust, on behalf ofinvestment adviser for the Semper MBS Total ReturnO’Shaughnessy Market Leaders Value Fund (the “Fund”), a series of Advisors Series Trust (the “Trust”).
At a meeting of the Trust’s Board of Trustees (the “Board”) held on October 18, 2021, the Board approved the Proposal, subject to shareholder approval. The Board recommends that shareholders also approve the Proposal.
This document includes a Notice of Special Meeting of Shareholders, a Proxy Statement, and a Proxy Card.
What am I being asked to vote on?is the Proposal about?
You are being asked to vote to approve an amendeda new investment advisory agreement (the “Amended Investment Advisory Agreement”) between SemperOSAM and the Trust on behalf of the Fund (the “New Investment Advisory Agreement”).
On September 29, 2021, OSAM, the principal effect of which would becurrent investment adviser to increase the advisory fee that Semper receives for managing the Fund, while also adding breakpointsentered into an agreement to be acquired by Franklin Resources, Inc. (“Franklin Templeton”). As a result of this strategic acquisition, a change of control will be triggered when the acquisition is completed, pursuant to which OSAM would become a wholly-owned subsidiary of Franklin Templeton (the “Transaction”). After the Transaction, OSAM expects its investment management team to remain intact and will continue to operate under the OSAM brand name. The Transaction is expected to be completed in the Fund’s advisory fee schedule that will reduce the fee as Fund assets grow. The current advisory fee is 0.45%fourth quarter of average net assets. The proposed fee would increase to 0.60% of average net assets up to $1.5 billion, 0.55% of average net assets up to $2.5 billion and 0.50% of average net assets in excess of $2.5 billion. 2021.The Fund’s current net assets as of November 30, 2017 were $1.12 billion, which would result in an advisory fee of 0.60% under the proposed fee schedule.
Under the Investment Company Act of 1940, as amended (the “1940 Act”), this may be considered a material amendment to an investment advisory agreement must be approved by a votetechnical “change of a majoritycontrol” of the outstanding voting securitiesAdviser (as defined by the 1940 Act), and as such would trigger an automatic termination of a fund. Therefore, the proposed increase in the advisory fee would result in a material amendment to the investment advisory agreement and requires shareholder approval before becoming effective. If approved by shareholders, the Amended Investment Advisory Agreement will replace the current investment advisory agreement and will not result in any change in the Fund’s investment strategies or in the way the Fund is managed.
The Board approved the Amended(the “Prior Investment Advisory AgreementAgreement”) between Semperthe Adviser and the Trust on behalf of the Fund at an in-personthe closing of the Transaction.
As a result, the Board, including a majority of the Trustees who are not “interested persons” of the Trust, as defined under the 1940 Act, at a meeting held on December 6-7, 2017,October 18, 2021, determined that it would be in the best interests of the Fund and its shareholders to approve the New Investment Advisory Agreement that will take effect following the close of the Transaction, subject to shareholder approval.
Accordingly, the Fund is seeking shareholder approvalneeds shareholders to approve the AmendedNew Investment Advisory withAgreement in order to replace the increase inPrior Investment Advisory Agreement, which will allow OSAM to continue to serve as the contractual advisory fee. Fund’s investment adviser. The Fund is also takingterms of the opportunity to make a technical changeNew Investment Advisory Agreement are substantially identical to the terms underof the Prior Investment Advisory Agreement, except for the dates of execution, effectiveness, and termination. The New Investment Advisory Agreement will not affect the investment management fee charged to the Fund, which will remain at 0.55% of average net assets up to $25 million, 0.45% of average net assets on the Adviser can recoup previously waived feesnext $75 million, and 0.35% of average net assets in excess of $100 million. Moreover, the expense limitation agreement that is currently in place for the Fund’s total operating expenses, as discussed in0.65% of the enclosed proxy statement. If FundFund’s average daily net assets, will remain unchanged for at least two years from the effective date of the New Investment Advisory Agreement.
In the event that the Fund’s shareholders do not approve the AmendedNew Investment Advisory Agreement prior to the advisory fee change will not go into effect andclosing of the Transaction, the Board has approved an interim investment advisory agreement (the “Interim Investment Advisory Agreement”) with OSAM in order to continue solicitation of the Fund’s shareholders and Semper maywill consider whether there are other alternativesoptions to secure permanent investment advisory arrangements for the Fund.
How will my approval of the proposalProposal affect the management and operation of the Fund?
The Fund’s investment strategystrategies, advisory fee and other terms will not change as a result of the AmendedNew Investment Advisory Agreement with Semper.Agreement. The same portfolio managersmanagement team will continue to manage the Fund’s portfolio. Mr. Zachary CooperFund and Mr. Thomas Mandelbe responsible for day-to-day management and there is not expected to be any change in the nature, extent or quality of the services provided by the Adviser to the Fund.
Is anything changing at OSAM related to the change of control?
Other than OSAM becoming a wholly-owned subsidiary within Franklin Templeton at the closing of the Transaction no other changes are the portfolio managers responsible forexpected to occur with respect to the day-to-day management of the Fund. Mr. Mandel has managedFund or the Fund since January 2015Adviser. OSAM will continue to operate under the OSAM brand name and Mr. Cooper has managedmaintain its Form ADV filings with the Fund since February 2016.Securities and Exchange Commission.
How will my approval of the proposalProposal affect the expenses of the Fund?
Shareholder
The proposed approval of the AmendedNew Investment Advisory Agreement between Semper and the Trust, on behalf of the Fund, wouldwith OSAM will not result in an increaseany change in the investment advisory fee paid by the Fund to Semper, while also adding breakpoints toOSAM. Additionally, there will be no change in the advisory fee which will reducecontractual expense limitations for at least a period of two years from the fee as assetseffective date of the New Investment Advisory Agreement. In addition, the expenses paid by shareholders of the Fund grow. The table below reflects the current advisory fee and the proposed advisory feeare not expected to change as a percentageresult of average daily net assets:the change in control of OSAM.
What are the primary reasons for the selection of OSAM as the investment adviser of the Fund?
Current Investment Advisory Fee | Proposed Investment Advisory Fee |
0.45%
| 0.60% of average net assets up to $1.5 billion,
0.55% of average net assets up to $2.5 billion, and
0.50% of average net assets in excess of $2.5 billion
|
The Fund’s current net assets asbenefits of November 30, 2017 were $1.12 billion, which would result in an advisory fee of 0.60% underapproving the proposed fee schedule.
In addition, if shareholders approve the AmendedNew Investment Advisory Agreement include continuity in the portfolio management of the Fund and retaining the current investment personnel. The Board weighed a number of factors in reaching its decision to allow the Adviser to continue as the investment adviser for the Fund, including the history, reputation, qualifications and resources of OSAM and the fact that OSAM’s current portfolio managers would continue to provide the day-to-day management of the Fund. The Board also considered that, as a result of the proposal, the Fund’s expense limitation agreement, which currently limitsadvisory fee would not increase and that all costs incurred by the Fund as a result of this change in control would be borne by OSAM, not the Fund’s total operating expensesshareholders. Other expected benefits include maintaining the current relationships with third-party vendors and avoiding the costs of finding a new investment adviser. The Board additionally considered that OSAM believes that being a wholly-owned subsidiary of Franklin Templeton will provide access to no more than 0.75%, 1.00% and 1.00%broader resources, which may help to better serve shareholders’ needs. Please see “Board Recommendation of Approval” in the Proxy Statement for a full discussion of the Fund’s average daily net assetsBoard’s considerations.
Will there be changes to the Board of Trustees and service providers for the Fund’s Institutional Class, Investor Class, and Class A shares, respectively, through March 29, 2018, will increase to no more than 0.90%, 1.15% and 1.15%Fund?
No. The Fund anticipates retaining the same service providers as before the closing of the Fund’s average daily net assets for the Fund’s Institutional Class, Investor Class, and Class A shares, respectively. Based on current estimates, total operating expenses after the increase in the advisory fee are expected to be 0.83%, 1.08%, and 1.08% of the Fund’s average daily net assets for the Fund’s Institutional Class, Investor Class, and Class A shares, respectively, and would be expected to decline further if assets rise, independent of the breakpoints.Transaction.
Are there any material differences between the prior investment advisory agreementPrior Investment Advisory Agreement and the proposed AmendedNew Investment Advisory Agreement?
Other than the increase in the advisory fee and the effective date, there
No. There are no material differences between the prior investment advisory agreementPrior Investment Advisory Agreement and the proposed AmendedNew Investment Advisory Agreement.
Has the Board approved the proposal?Proposal?
Yes. The Board approved the proposal set forth herein, subject to shareholder approval. The Board recommends that shareholders also approve the Proposal.
Who is AST Fund Solutions, Inc.?
AST Fund Solutions, Inc.is a third-party proxy vendor that the Fund has engaged to contact shareholders and record proxy votes. In order to hold a shareholder meeting, a quorum must be reached. If a quorum is not attained, the meeting must adjourn to a future date. Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your vote.
Who is paying for this proxy mailing and for the other expenses and solicitation costs associated with this shareholder meeting?meeting and what will these costs be?
The expenses incurred in connectioncost of this proxy mailing and the other costs associated with preparing the proxy statement and its enclosures and all related legal and solicitation expensesthis Proposal will be paid by Semper.the Adviser, and the costs will be approximately $40,000.
What will happen if the Proposal is not approved by shareholders?
If sufficient votes are not obtained to approve the Proposal with respect to the Fund, the Board will consider what further action to take, including adjourning the special meeting for the Fund and making a reasonable effort to solicit support with respect to the proposal in order to receive sufficient votes. The Adviser will provide investment advisory services to the Fund for up to 150 days following the effective date of the Interim Investment Advisory Agreement and compensation earned by the Adviser under the Interim Investment Advisory Agreement will be held in an interest-bearing escrow account. If shareholders of the Fund approve the New Investment Advisory Agreement prior to the end of the 150-day period, the amount held in the escrow account under the Interim Investment Advisory Agreement will be paid to the Adviser. If, after additional proxy solicitation, the proposal is not approved within 150 days following the effective date of the Interim Investment Advisory Agreement, OSAM will no longer provide advisory services to the Fund (unless an extension of the 150-day period is permitted by a rule or interpretative position of the staff of the U.S. Securities and Exchange Commission) and only the lesser of the costs incurred (plus interest) or the amount in the escrow account (plus interest) will be paid to OSAM. In such case, the Board will consider alternative actions, taking into account the best interests of the Fund and its shareholders, including (without limitation) the recommendation of one or more other investment advisers, subject to approval by the Fund’s shareholders, or the liquidation of the Fund. The Interim Investment Advisory Agreement will be implemented if shareholder approval of the New Investment Advisory Agreement is not obtained before the Transaction closes.
Who is eligible to vote?
Shareholders of record of the Fund as of the close of business on DecemberOctober 29, 20172021 (the “Record Date”) are entitledentitled to be present and to vote at the special meeting of shareholders (the “Special Meeting”“Meeting”) or any adjournment thereof. Shareholders of record of the Fund at the close of business on the Record Date will be entitled to cast one vote for each full share and a fractional vote for each fractional share they hold on the proposalProposal presented at the Special Meeting.
How is a quorum for the Special Meeting established?
The presence of 40% of the outstanding shares of the Fund entitled to vote, of the Fund present in person or represented by proxy, constitutes a quorum for the Special MeetingProposal for the Fund.Fund. Proxies returned for shares that represent broker non-votes, and shares whose proxies reflect an abstention on any item, are all counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists. However, since such shares are not voted in favor of the proposal,Proposal, they have the effect of counting as a vote AGAINST the proposal.Proposal. If a quorum is not present for the Fund at the Special Meeting, or if a quorum is present at the Special Meeting but sufficient votes to approve the proposalProposal are not received on behalf of the Fund, or if other matters arise requiring shareholder attention, persons named as proxy agents may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies with respect to the Fund.
What vote is required to approve the proposal?Proposal?
Approval
With respect to the Proposal, approval of the AmendedNew Investment Advisory Agreement between Semper and the Trust, on behalf of 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.
How do I vote my shares?
Although you may attend the Special Meeting and vote in person, you do not have to. You can vote your shares by completing and signing the enclosed proxy card and mailing it in the enclosed postage-paid envelope. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card and following the recorded instructions.
In addition, you may vote through the Internet by visiting the Internet address printed on your proxy card and following the on-lineonline instructions. If you need any assistance or have any questions regarding the proposal or how to vote your shares, please call AST Fund Solutions, atInc. 1-888-564-8149.at 1 (866) 829-0542. Representatives are available to assist youMonday through Friday, 9 a.m. to 10 p.m., Eastern Time.Time.
If you simply sign and date the proxy card but do not indicate a specific vote, your shares will be voted FOR “FOR” the proposalProposal and to grant discretionary authority to the persons named in the card as to any other matters that properly come before the Special Meeting. Abstentions will be treated as votes AGAINST“AGAINST” the proposal.Proposal.
Shareholders who execute proxies may revoke them at any time before they are voted by (1) filing with the Fund a written notice of revocation, (2) timely voting a proxy bearing a later date, or (3) by attending the Special Meeting and voting in person.
Please complete, sign and return the enclosed proxy card in the enclosed envelope. You may vote your proxyproxies by Internet or telephone in accordance with the instructions set forth on the enclosed proxy card. No postage is required if mailed in the United States.
SEMPER MBS TOTAL RETURN FUND
A Series of Advisors Series Trust
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
1-855-736-7799
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD December 20, 2021
A special meeting
O’SHAUGHNESSY MARKET LEADERS VALUE FUND
(a series of shareholdersAdvisors Series Trust)
c/o U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202
Notice is hereby given that a Special Meeting of Shareholders (the “Special Meeting”“Meeting”) of the Semper MBS Total ReturnO’Shaughnessy Market Leaders Value Fund (the “Fund”), a series of Advisors Series Trust (the “Trust”), will be held at the offices of the Fund’s administrator, U.S. BancorpBank Global Fund Services, LLC, 615 East Michigan Avenue,Street, Milwaukee, WisconsinWI, 53202 on March 22, 2018,December 20, 2021, at 11:0030 a.m., Central Time.
The purposeWe are sensitive to the public health concerns our shareholders may have and recommendations that public health officials have issued in light of the Specialpublic health impact of the coronavirus pandemic (COVID-19) and its evolving nature. As a result, we may impose additional procedures or limitations on Meeting isattendees or may decide to considerhold the Meeting in a different location. We plan to announce any such updates at the following location: (https://vote.proxyonline.com/OShaughnessy/docs/proxy2021.pdf), and we encourage you to check this weblink prior to the Meeting if you plan to attend.
At the Meeting, shareholders of the Fund will be asked to act upon the following proposalProposal, which is more fully described in the accompanying Proxy Statement dated November 15, 2021:
PROPOSAL 1:To approve a New Investment Advisory Agreement between O’Shaughnessy Asset Management, LLC (“OSAM”or the “Adviser”), and the Trust on behalf of the Fund.
PROPOSAL 2: If necessary, to transact such other business as may properly come beforeadjourn or postpone the Special Meeting to permit further solicitation of proxies in the event that a quorum does not exist or any adjournments thereof:a quorum exists but there are not sufficient votes at the time of the Meeting to approve the Proposal.
| 1. | to approve an Amended Investment Advisory Agreement between Semper Capital Management, L.P. and the Trust, on behalf of the Fund. |
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH PROPOSAL.
| 2. | to transact such other business as may properly come before the Special Meeting or any adjournments thereof. |
The Trust’s Board of Trustees has fixed the close of business on DecemberOctober 29, 20172021 as the record date for the determination of the shareholders entitled to notice of, and to vote at, the Special Meeting and any adjournments thereof. Please read the accompanying Proxy Statement for a full discussion of the Proposal.
By orderOrder of the Board of Trustees
/s/Emily R. EnslowElaine E. Richards
Emily R. Enslow, Secretary
Advisors Series Trust
January 29, 2018November 15, 2021
Your vote is very important – please vote your shares promptly.
Shareholders are invited to attend the SpecialMeeting. Please note, no representatives from the Adviser or the Board will be attending the Meeting in person. Any shareholder who does not expect to attend the Special Meeting is. Shareholders are urged to vote using the touch-tone telephone or Internet voting instructions found on the enclosed proxy card or indicate voting instructions on the enclosed proxy card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be.
O’SHAUGHNESSY MARKET LEADERS VALUE FUND
(a series of Advisors Series Trust)
c/o U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202
PROXY STATEMENT
November 15, 2021
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF THE
SEMPER MBS TOTAL RETURN FUND
A Series of Advisors Series Trust
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
1-855-736-7799
TO BE HELD ON March 22, 2018December 20, 2021
Introduction
This Proxy Statement is furnished in connection with athe solicitation of proxies made by and on behalf of, the Board of Trustees (the “Board”) of Advisors Series Trust (the “Trust”) and its series,“Trust) of proxies to be voted at the Semper MBS Total ReturnSpecial Meeting of Shareholders of the O’Shaughnessy Market Leaders Value Fund (the “Fund”“Fund”), and at any adjournmentsadjournment or postponement thereof (the “Special Meeting”“Meeting”), to. The Meeting will be held on March 22, 2018 at 11:00 a.m., Central Time, at the offices of the Fund’s administrator, U.S. BancorpBank Global Fund Services, LLC, 615 East Michigan Avenue,Street, Milwaukee, WisconsinWI, 53202. on December 20, 2021, at 11:30 AM Central Time.
We are sensitive to the public health concerns our shareholders may have and recommendations that public health officials have issued in light of the public health impact of the coronavirus pandemic (COVID-19) and its evolving nature. As a result, we may impose additional procedures or limitations on Meeting attendees or may decide to hold the Meeting in a different location. We plan to announce any such updates at the following location: (https://vote.proxyonline.com/OShaughnessy/docs/proxy2021.pdf), and we encourage you to check this weblink prior to the Meeting if you plan to attend.
PROPOSAL 1:To approve a New Investment Advisory Agreement between O’Shaughnessy Asset Management, LLC (“OSAM”or the “Adviser”), and the Trust on behalf of the Fund.
PROPOSAL 2: If necessary, to 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.
Shareholders of record at the close of business on the record date, established as DecemberOctober 29, 20172021 (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting. This Proxy Statement is expected to be mailed to shareholders on or about January 29, 2018. The Special Meeting is being held to vote on the following proposal and to transact such other business as may properly come before the Special Meeting or any adjournments thereof:
| PROPOSAL: | To Approve an Amended Investment Advisory Agreement between Semper Capital Management, L.P. and the Trust, on behalf of the Fund.
|
Shareholders of the Fund are being asked to approve an amended investment advisory agreement (the “Amended Investment Advisory Agreement”) between Semper Capital Management, L.P. (“Semper” or the “Adviser”) and the Trust, on behalf of the Fund.
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held on March 22, 2018:
The Notice of Special Meeting andof Shareholders (the “Notice”), this Proxy Statement and the enclosed Proxy Card(s) are available at being mailed to Shareholders on or after November 15, 2021.
proxyonline.com/docs/semper2018.pdf
. To
Financial statements for the Fund are included in annual reports, which are mailed to shareholders. Shareholders may obtain directions to attend the Special Meeting, please call 1-855-736-7799 (855-SEM-PRXX). For a free copycopies of the Fund’s latest annual andreport or semi-annual report call 1‑855-736-7799 (855-SEM-PRXX) or visitfree of charge by calling 1 (877) 291-7827, by visiting the Fund’s website at http:https://www.semperfunds.com/documents.html,www.osfunds.com/Funds/Market-Leaders-Value-Fund or writeby writing to the Fund, c/o U.S. BancorpBank Global Fund Services, LLC, P.O. Box 701,615 East Michigan Street, Milwaukee, Wisconsin 53201-0701.WI 53202.
PROPOSAL 1: APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
Background
Semper Capital Management, L.P., a Delaware limited partnership, has served asOn September 29, 2021, OSAM, the current investment adviser to the Fund, sinceentered into an agreement to be acquired by Franklin Resources, Inc. (“Franklin Templeton”). As a result of this acquisition, a change of control will be triggered when the acquisition is completed, pursuant to which OSAM would become a wholly-owned subsidiary of Franklin Templeton (the “Transaction”). The Transaction is expected to be completed in the fourth quarter of 2021. After the Transaction, OSAM expects its inception. The Adviser is requesting shareholder approval for a material amendmentinvestment management team to the Fund’s investment advisory agreement, the principal effect of which would beremain intact and will continue to increase the advisory fee that Semper would receive for managing the Fund, while also adding breakpoints to the fee schedule that will reduce the advisory fee as Fund assets grow. The Fund’s current contractual advisory fee is 0.45% of the Fund’s average net assets. The new proposed fee schedule would be 0.60% of average net assets up to $1.5 billion, 0.55% of average net assets up to $2.5 billion, and 0.50% of average net assets in excess of $2.5 billion. The Fund’s current net assets as of November 30, 2017 were $1.12 billion, which would result in an advisory fee of 0.60%operate under the proposed fee schedule.
As discussed more fully below, in approving the Amended Advisory Agreement, the Board considered, among other things, the Fund’s strong performance, the fact that the current advisory fee was among the lowest in its peer universe, that the proposed contractual advisory fee would still be below its peer group median and peer group average. The Board also considered that the Fund’s proposed expense ratios after waivers, even after the increase in the Expense Caps discussed below, would still be below the peer group median and peer group average for the Institutional Class and above the peer group median but below the peer group average for Class A and the Investor Class. The Board noted that the proposed Expense Caps would be in effect through at least March 29, 2019.
OSAM brand name. Under the Investment Company Act of 1940, as amended (the “1940 Act”), this Transaction, which will result in OSAM becoming a material amendmentwholly-owned subsidiary of Franklin Templeton, is considered a technical change of control of OSAM and will, therefore, result in the assignment and termination of the current investment advisory agreement between OSAM and the Trust with respect to anthe Fund.
The new ownership structure will not result in any changes for existing shareholders of the Fund. The Adviser’s portfolio managers and key personnel after the close of the Transaction will be the same individuals as prior to the Transaction. There will be no change in the investment advisory fee and the expenses paid by shareholders of the Fund are not expected to change as a result of the change in control of OSAM. However, under the federal securities laws, this change in ownership of OSAM causes the current investment advisory agreement (the “Prior Investment Advisory Agreement”) between the Trust, on behalf of the Fund, and OSAM to automatically terminate at the close of the Transaction. Accordingly, a new investment advisory agreement must be approved by the Fund’s shareholders in order for OSAM to continue to serve as the investment adviser to the Fund. However, shareholder approval of the New Investment Advisory Agreement is not a votecondition to closing the Transaction.
At a meeting of the Board held on October 18, 2021, the Board, including a majority of Trustees who are not “interested persons,” (the “Independent Trustees”) as the outstanding voting securities of a fund. Therefore,term is defined under the 1940 Act, voted unanimously to approve the proposed increase in the advisory fee would result in a material amendment to thenew investment advisory agreement and requires shareholder approval before becoming effective. The table below reflects the current investment advisory fee schedule and the proposed investment advisory fee schedule:
Current Investment Advisory Fee | Proposed Investment Advisory Fee |
0.45% | 0.60% of average net assets up to $1.5 billion,
0.55% of average net assets up to $2.5 billion, and
0.50% of average net assets in excess of $2.5 billion
|
If approved by shareholders, the Amended(the “New Investment Advisory Agreement will replace the current investment advisory agreement and will not result in any change in the Fund’s investment strategies or in the way the Fund is managed.
The Board approved the Amended Investment Advisory AgreementAgreement”) between SemperOSAM and the Trust on behalf of the Fund, at an in-person meeting held on December 6-7, 2017,retaining OSAM as investment adviser for the Fund. The Board also voted unanimously to recommend that shareholders of the Fund approve the New Investment Advisory Agreement. The terms of the New Investment Advisory Agreement are substantially identical to the terms of the Prior Investment Advisory Agreement, except for the dates of execution, effectiveness, and termination.
Accordingly, the Fund needs shareholder approval of the New Investment Advisory Agreement to allow the Adviser to continue to act as its investment adviser upon the change of control. It is proposed that the New Investment Advisory Agreement would take effect upon the closing of the Transaction, subject to shareholder approval.
Accordingly,
In the event the Fund is seekingnot able to obtain shareholder approval prior to the termination of the Prior Investment Advisory Agreement, the Board, including a majority of the Independent Trustees, also approved an interim investment advisory agreement (the “Interim Investment Advisory Agreement”) between the Trust on behalf of the Fund and OSAM, so that OSAM could continue managing the Fund after the change of control. Pursuant to Rule 15a‑4 under the 1940 Act, the Interim Investment Advisory Agreement will allow the Fund an additional 150 days to obtain shareholder approval of the New Investment Advisory Agreement. The terms of the Interim Investment Advisory Agreement would be substantially identical to the terms of the Prior Investment Advisory Agreement, except for the term and escrow provisions. Additionally, under the Interim Investment Advisory Agreement, management fees earned by OSAM would be held in an interest-bearing escrow account until shareholders approve the AmendedNew Investment Advisory Agreement with OSAM with respect to its Fund. Shareholder approval would need to be obtained within 150 days from the amendment toclosing of the fee schedule. Transaction.
If Fundthe Fund’s shareholders do not approve the AmendedNew Investment Advisory Agreement, then the Board and Semper maywill have to consider other alternatives for the Fund.Fund upon the expiration of the Prior Investment Advisory Agreement and Interim Investment Advisory Agreement.
Legal Requirements in Approving the AmendedInterim and New Investment Advisory AgreementAgreements
To avoid disruption of the Fund’s investment management and after considering the potential benefits to the Fund and its shareholders of retaining OSAM as the Fund’s investment adviser, as discussed more fully below, the Board approved the Interim Investment Advisory Agreement, which could take effect following the completion of the Transaction but prior to securing the necessary shareholder approval of the New Investment Advisory Agreement. In doing so, the Board has determined that it was prudent to act pursuant to the requirements of Rule 15a‑4 under the 1940 Act. Under Rule 15a‑4, an investment adviser can serve pursuant to an interim investment advisory agreement for up to 150 days while a Fund seeks shareholder approval of a new investment advisory agreement. Rule 15a‑4 imposes the following conditions, all of which were met in the case of the Interim Investment Advisory Agreement:
(1)the compensation under the interim contract may be no greater than under the previous contract;
(2)the Fund’s Board, including a majority of the Independent Trustees, must vote in person1, to approve the interim contract before the previous contract is terminated;
(3)the Fund’s Board, including a majority of the Independent Trustees, must determine that the scope and quality of services to be provided to the Fund under the interim contract will be at least equivalent to the scope and quality of services provided under the previous contract;
(4)the interim contract must provide that the Fund’s Board or a majority of the Fund’s outstanding voting securities may terminate the interim contract at any time, without the payment of any penalty, on not more than 10 calendar days’ written notice to the adviser;
(5)the interim contract must contain the same provisions as the previous contract with the exception of effective and termination dates, provisions required by Rule 15a‑4 and other differences determined to be immaterial by the Fund’s Board;
(6)the interim contract must provide in accordance with the specific provisions of Rule 15a‑4 for the establishment of an escrow account for fees received under the interim contract pending approval of a new contract by shareholders; and
(7)the Board must satisfy certain fund governance standards under Rule 0‑1(a)(7) of the 1940 Act.
If the Interim Investment Advisory Agreement takes effect, it will terminate upon the sooner to occur of (1) 150 days following the completion of the Transaction, or (2) the approval by the Fund’s shareholders of the proposed New Investment Advisory Agreement. Under the Interim Investment Advisory Agreement, the advisory fees earned by OSAM during this interim period will be held in an interest-bearing escrow account at U.S. Bank, N.A. Fees that are paid to the escrow account with respect to the Fund, including interest earned, will be paid to OSAM once the Fund’s shareholders approve the New Investment Advisory Agreement. If shareholders of the Fund do not approve the New Investment Advisory Agreement within 150 days of the date of the Interim Investment Advisory Agreement, then OSAM will be paid, out of the escrow account, the lesser of: (1) any costs incurred in performing the Interim Investment Advisory Agreement, plus interest earned on the amount while in escrow; or (2) the total amount in the escrow account, plus interest.
The Amendedform of the New Investment Advisory Agreement is attached hereto as Exhibit A. With respect to the services to be provided by Semper, theA. The terms of the AmendedNew Investment Advisory Agreement are substantially identical to the terms of the prior investment advisory agreement dated March 9, 2015 (the “PriorPrior Investment Advisory Agreement”).Agreement, except for the dates of execution, effectiveness, and termination. The Prior Investment Advisory Agreement, which is dated August 16, 2010, as amended October 18, 2018, was last submitted to the shareholders of the Fund for approval on March 6, 2015 due toFebruary 22, 2016 in connection with the Fund’s commencement of operations on
1 Although the 1940 Act requires that approval of an internal change in controladvisory agreement will be approved by the in-person vote of a majority of the Fund’s investment adviser.independent trustees, the October 18, 2021 meeting was held virtually in reliance on an order issued by the Securities and Exchange Commission, which provided temporary relief from the in-person meeting requirements in response to the COVID-19 pandemic.
February 26, 2016, as a series of the Trust. The Amended Investment Advisory Agreement andBoard most recently renewed the Prior Investment Advisory Agreement have different fee structures, as stated above. The advisory fee under the Prior Investment Advisory Agreement is 0.45% of average net assets. The advisory fee under the proposed Amended Investment Advisory Agreement is 0.60% of average net assets up to $1.5 billion, 0.55% of average net assets up to $2.5 billion, and 0.50% of average net assets in excess of $2.5 billion. at a Board meeting held December 10-11, 2020.
There is also a slight differenceare no material differences between the two agreements with respect to the terms under which the Adviser may recoup previously waived advisory fees and paid expenses. Under the Prior Investment Advisory Agreement, the Adviser was permitted, under certain conditions, to recoup advisory fees previously waived and Fund expenses paid for a period of three fiscal years following the current fiscal year. Under the Amended Investment Advisory Agreement, the Adviser will be permitted, under certain conditions, to recoup advisory fees previously waived and Fund expenses paid for a period of 36 months following the month the waiver or payment occurred.agreements. The material terms of the AmendedNew Investment Advisory Agreement and the Prior Investment Advisory Agreement are compared below in the “Summary of the AmendedNew Investment Advisory Agreement and Prior Investment Advisory Agreement” section.
The AmendedNew Investment Advisory Agreement and advisory fee increase will take effect upon shareholder approval.approval and following the change in control of OSAM. If shareholders of the Fund do not approve the AmendedNew Investment Advisory Agreement with respect to the Fund, then OSAM will not be permitted to serve as the current advisory fee schedule will remain in effectFund’s investment adviser after the expiration of the Interim Investment Advisory Agreement, and the Board and Semper maywill have to consider other alternatives for the Fund.Fund, which may include liquidation.
Compensation Paid to SemperOSAM
Under the Prior Investment Advisory Agreement, SemperOSAM is entitled to receive a monthly advisory fee computed at an annual rate of 0.45% of the Fund’s average daily net assets in return for the services provided by Semper as investment adviser to the Fund. of:
| | | | | |
| Fund | Advisory Fee |
| 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 |
The fee paidstructure under the AmendedNew Investment Advisory Agreement with SemperOSAM will be higher thanidentical to the fee paidstructure under the Prior Investment Advisory Agreement. For the fiscal year ended November 30, 2017,July 31, 2021 the Fund paid Semper investment advisory feesthe Adviser a management fee in the amounts shown below.
Management Fees Paid to Semper for the Fiscal Year Ended November 30, 2017OSAM
| Fund | Advisory Fees Accrued | Advisory Fee Recoupment | Net Advisory Fees Paid |
| MBS Fund | $3,866,463 | $65,116 | $3,931,579 |
If the proposedThe Fund’s accrued advisory fee of 0.60% was in effect during the fiscal year ended November 30, 2017, the Adviser would have received $5,220,400 in accrued advisory fees, including recouped advisory fees. The aggregate advisoryand waived fee for the fiscal year ended November 30, 2017, ifJuly 31, 2021 is shown in the proposed advisory fee would have been in effect, would have been a 33.33% increase versus the current advisory fee.table below.
In connection | | | | | | | | | | | |
| Fiscal Year Ended | Fees Accrued | Fees Waived | Total Fees Paid to OSAM |
| July 31, 2021 | $828,663 | $0 | $828,663 |
Information about OSAM
The Adviser is registered with the PriorSecurities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisory Agreement, Semper contractually agreedAdvisers Act of 1940, as amended. OSAM’s principal office is located at 6 Suburban Avenue, Stamford, Connecticut 06901. As of July 31, 2021, the Adviser had $6,209,357,047 in discretionary assets under management and $626,699,203 in non-discretionary assets under advisement. After the Transaction, OSAM will be a wholly-owned subsidiary of Franklin Templeton and will continue to limitoperate under the Fund’s total operating expenses to no more than 0.75%, 1.00% and 1.00% of the Fund’s average daily net assets for the Fund’s Institutional Class, Investor Class, and Class A shares, respectively, through at least March 29, 2018. If shareholders approve the Amended Investment Advisory Agreement, these expense limitations will increase to no more than 0.90%, 1.15% and 1.15% of the Fund’s average daily net assets for the Fund’s Institutional Class, Investor Class, and Class A shares, respectively, through at least March 29, 2019. Based on current estimates, total operating expenses after the increase in the advisory fee areOSAM brand name. The Transaction is not expected to be 0.83%, 1.08%, and 1.08% of the Fund’s average daily net assets for the Fund’s Institutional Class, Investor Class, and Class A shares, respectively. The new operating expenses limitation agreement will go into effect upon shareholder approval of the Amended Investment Advisory Agreement. The Board determined to terminate the current operating expenses limitation agreement upon shareholder approval of the Amended Investment Advisory Agreement.
Comparison of Current Fees and Expenses:
The following tables describe the fees and expenses associated with holding Class A, Institutional Class and Investor Class shares of the Fund. The tables compare the fee and expense information for the Fund currently and the pro forma estimated fees and expenses for the Fund following the approval of the proposed Amended Investment Advisory Agreement. Pro forma expense ratios of the Fund shown should not be considered an actual representation of future expenses. Such pro forma expense ratios of the Fund project anticipated expense levels, but actual ratios may be greater or less than those shown.
Shareholder Fees (fees paid directly from your investment)
| | Class A | Institutional Class | Investor Class |
| | FY Ended 9/30/16 | Pro Forma | FY Ended 9/30/16 | Pro Forma | FY Ended 9/30/16 | Pro Forma |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 2.00% | 2.00% | None | None | None | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of cost or market value at the time of redemption on investments of more than $1 million redeemed within 18 months) | 0.50% | 0.50% | None | None | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
| | Class A | Institutional Class | Investor Class |
| | FY Ended 9/30/16 | Pro Forma | FY Ended 9/30/16 | Pro Forma | FY Ended 9/30/16 | Pro Forma |
| Management Fees | 0.45% | 0.60% | 0.45% | 0.60% | 0.45% | 0.60% |
| Distribution and Service (Rule 12b-1) Fees | 0.25% | 0.25% | None | None | 0.25% | 0.25% |
Other Expenses(1) | 0.24% | 0.24% | 0.24% | 0.24% | 0.24% | 0.24% |
Total Annual Fund Operating Expenses(2) | 0.94% | 1.09% | 0.69% | 0.84% | 0.94% | 1.09% |
(1) Other expenses are based on estimated amounts for the current fiscal year.
(2) Total Annual Fund Operating Expenses do not correlate to the Ratio of Expenses to Average Net Assets Before Fee Waiverresult in the Financial Highlights section of the statutory prospectus, which reflects the actual operating expenses of the MBS Fund and does not include 0.01% that is attributed to acquired fund fees and expenses.
Information about Semper Capital Management, L.P.
The Adviser, Semper Capital Management, L.P., located at 52 Vanderbilt Avenue, Suite 401, New York, New York 10017, is an independentany changes in OSAM’s investment management firm specializing in residential and commercial mortgage-backed securities. The Adviser offers institutional and high net worth investors access to multiple securitized debt-centric investment platforms, ranging from private absolute return to public index-based strategies and has been an SEC-registered investment adviser since 1992.
The following table sets forth the name, position and principal occupation of each current member and principal officer of Semper,OSAM, each of whom can beis located through Semper’sat OSAM’s principal office location.
Name | Position/Principal Occupation | | | | |
Gregory ParsonsName | Chief Executive OfficerTitle or Status |
| O’Shaughnessy Family Partners, LLC | Managing Member |
| James P. O’Shaughnessy | Chairman, CO-CIO, Portfolio Manager & Manager of the Managing Member |
Christopher MendezS. Loveless | President/Member |
| Raymond Amoroso III | Chief Compliance OfficerOfficer/Member |
Zachary CooperAri M. Rosenbaum | Director of Financial Advisory Services/Member |
| Royal Bank of Canada | Member (Passive) |
| Christopher I. Meredith | CO-CIO, Portfolio Manager/Director of Research/Member |
| Erin M. Foley | Director of Trading/Member |
| Scott M. Bartone | Chief Investment OfficerOperating Officer/Portfolio Manager/Member |
| Patrick W. O’Shaughnessy | CEO/Portfolio Manager/Member |
| Ehren J. Stanhope | Client Portfolio Manager/Member |
| Claudine A. Spence | Director of Client Service/Member |
| Joseph E. Dessalines | Director of Technology/Member |
| Xiuyun Shi | Director of Finance/Member |
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 SemperOSAM as of December 29, 2017,the date of this Proxy Statement, each of whom can beis located through Semper’sat OSAM’s principal office location.
| | | | | | | | |
| Name | % of Voting Securities Held | % of Anticipated Ownership following the Transaction |
O’Shaughnessy Family Partners, LLC1 | 61.50% | 0.00% |
| Royal Bank of Canada | 10.00% | 0.00% |
| Patrick W. O’Shaughnessy | 10.00% | 0.00% |
1 The following individuals own shares of O’Shaughnessy Family Partners, LLC, which currently holds a majority interest of OSAM:
| | | | | |
| Name | % of Voting Securities Held in O’Shaughnessy Family Partners, LLC |
RDP I, LLC; Beneficial Owner:
Richard D. Parsons
James P. O’Shaughnessy | 33.1%70.00% |
RSL Capital, LLC; Beneficial Owner:
Ronald S. Lauder
Patrick W. O’Shaughnessy | 33.1% |
Gregory A. Parsons, CEO | 16% (direct); 2.8% (indirect through
Semper Capital Partners, LLC)
for a total of 18.8%
10.00% |
OSAM provides sub-advisory services for a segment of the portfolio for another investment company, and manages that sleeve using similar strategies to that of the Fund. OSAM is entitled to receive the following fees for its services and it has not waived, reduced, or otherwise agreed to reduce its compensation under any contract.
| | | | | | | | |
| Name | Approximate Net Assets (as of September 30, 2021 | Fee Rate
(% of average daily net assets) |
| A U.S. Large Cap Fund | $236 million | $250 million to $750 million in assets: 0.25%
$750 million to $1 billion in assets: 0.22%
Over $1 billion in assets: 0.20% |
Summary of the AmendedNew Investment Advisory Agreement and the Prior Investment Advisory Agreement
A copy of the proposed AmendedNew Investment Advisory Agreement is attached hereto as Exhibit A. The following description is only a summary. You should refer to Exhibit A for the AmendedNew Investment Advisory Agreement as the description set forth in this Proxy Statement of the AmendedNew Investment Advisory Agreement is
qualified in its entirety by reference to Exhibit A. The investment advisory services to be provided by SemperOSAM under the AmendedNew Investment Advisory Agreementand the fee structure are identical to the services currently provided by SemperOSAM and the fee structure under the Prior Investment Advisory Agreement.
Advisory Services.Both the AmendedNew Investment Advisory Agreement and the Prior Investment Advisory Agreement state that, subject to the supervision and direction of the Board, Semperthe Adviser 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, 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, 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 AmendedNew Investment Advisory Agreement and the Prior Investment Advisory Agreement provide that Semperthe Adviser 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 Semperthe Adviser shall not direct orders to an affiliated person of SemperOSAM without general prior authorization to use such affiliated broker or dealer from the Board. Semper’sThe Adviser’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, Semperthe Adviser 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 AmendedNew Investment Advisory Agreement and the Prior Investment Advisory Agreement, Semperthe Adviser 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(es), statement(s) of additional information,prospectus, 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 Semper,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 SemperOSAM 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 the Fund’sits daily net asset value and of maintaining the Fund’sits books; insurance premiums on property or personnel of the Fund which inure to theirits 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 the Fund’sits 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. The Amended Both the New Investment Advisory Agreement and the Prior Investment Advisory Agreement have different contractual feescontain an identical fee structure based on the Fund’s average daily net assets. For the Prior Investment Advisory Agreement, the fees are calculated at the annual rate of 0.45% of average daily net assets. For the Amended Investment Advisory Agreement, the fees are calculated at the annual rate of 0.60% of average daily net assets up to $1.5 billion, 0.55% of average daily net assets up to $2.5 billion,
Duration and 0.50% of average daily net assets in excess of $2.5 billion.
With respect to the Adviser’s ability to recoup previously waived advisory fees and paid Fund expenses, theTermination. The Prior Investment Advisory Agreement provided that any waivers made by the Adviser 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 Adviser, if so requested by the Adviser, 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.commenced operations. The PriorNew Investment Advisory Agreement alsoprovides
that the Agreement will take effect on the date set forth in the Agreement provided that underit has been approved by the expense limitation agreement,Board and shareholders in accordance with 1940 Act requirements If approved by shareholders prior to the Adviser may recoup reimbursements made in any fiscal yearclosing of the Fund overTransaction, the following three fiscal years. The AmendedNew Investment AdvisoryAdvisor Agreement provides that any such waivers made bywill go into effect upon the Adviser in its advisory fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Adviser, if so requested by the Adviser, in any subsequent month in the three year period following the monthclosing of the advisory fee waiver and/or expense payment if the aggregate amount actually paid by 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 time 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.Both the Prior Investment Advisory Agreement and the AmendedNew Investment Advisory Agreement provide that the agreement will become effective at the time a Fund receives an affirmative vote of a majority of the outstanding voting securities of the Fund. Both the Prior Investment Advisory Agreement and the Amended 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 AmendedNew Investment Advisory Agreement 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 Semperthe Adviser at any time, without the payment of anya penalty, upon 3060 days’ prior written notice.
Limitation on Liability and Indemnification. Both the AmendedNew 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 Semperthe Adviser by the agreement. Semperagreement, 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 full BoardIn reaching its decision to recommend the approval of Trustees (which is comprised of five persons, four of whom are Independent Trustees as defined under the 1940 Act) considered that the AmendedNew Investment Advisory Agreement, is identicalthe 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 PriorAdviser. 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 New Investment Advisory Agreement except forAgreement; (2) the Fund’s advisory fee scheduleperformance of the Fund while managed by the Adviser; (3) the fact that there are no material differences between the terms of the New Investment Advisory Agreement and the terms of the Adviser’s ability to recoup previously waived advisory fees and paid Fund expenses, and concludedPrior Investment Advisory Agreement; (4) the fact that the terms and conditions ofAdviser is continuing to manage the AmendedFund with the same portfolio managers utilizing the same investment strategies; (5) the fact that the fee structure under the New Investment Advisory Agreement are fairwill be identical to the Fundfee structure under the Prior Investment Advisory Agreement; and its shareholders. In considering(6) other factors deemed relevant.
The Board also evaluated the Adviser’s proposalNew Investment Advisory Agreement in light of information they had requested and received from the Adviser prior to increase the Fund’s advisory fee and add breakpoints,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 took into account, in additionits deliberations as to whether to approve the considerations discussed below,New Investment Advisory Agreement, and the fact that: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 Fund’s performance, with regard to its Lipper comparative universe and its Morningstar comparative universe, was very strong for all relevant periods since the Funds inception in 2013 and among the highest in its peer group for the three year and since inception periods, |
| · | since the launch of the Fund, the advisory fee has been in the lowest quartile amongst its peer group, while regulatory and compliance burdens and the costs on the Adviser in managing and supporting the Fund, have increased; and |
| · | the Adviser’s representations that it has made substantial investments in its investment team and related resources to support the Fund. Among these significant investments in resources are investments in fixed-income analytics and risk management systems that the Adviser believes are critical in the mortgage credit space in which the Fund invests. The Board considered that the Adviser believes that these investments are necessary for the Adviser to continue to improve the quality of its resources: people, data, credit analytical systems, and risk management systems to best serve the Fund and its shareholders and that the increased advisory fee will support Semper’s efforts to continue making these investments. |
The Board also took into account that the Adviser’s representationsAdviser had a conflict of interest in recommending approval of the New Investment Advisory Agreement in that thereit will be no changereceiving 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 services provided by the Adviser to the Fund; there will be no change inFund and the day-to-day management responsibilitiesamount of time devoted to the Fund’s portfolio management team or to the employees of the Adviser who determine the Fund’s overall investment strategies, portfolio allocations and risk parameters; and there is no expected change in the day-to-day business operations of the Adviser.
The Board also took into consideration, among other things, the nature, extent and quality of the services to be providedaffairs by the Adviser under the Amended Investment Advisory Agreement.Adviser’s staff. The BoardTrustees considered the Adviser’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 managers, as well as the responsibilities ofand other key personnel of the Adviser 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 Adviser,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 Board on the effectiveness of the Adviser’s compliance record and disaster recovery/business continuity plan.program. The Board also considered the Adviser’s business plan, noting that the Adviser currently manages other accounts with substantially similar objectives, policies, strategies and risks as the Fund. After discussion, the BoardTrustees concluded that the Adviser has thehad sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the AmendedNew Investment Advisory Agreement and that the nature, overall quality and extent of suchthe management services provided to the Fund, as well as OSAM’s compliance policies and procedures, were satisfactory and reliable and were not expected to change 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 be satisfactory.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 February 26, 2016. In assessing the quality of the portfolio management services delivered by the Adviser, the Board reviewedTrustees also compared the short-term and long-term performance of the Fund as of June 30, 2017, on both an absolute basis, in comparison to its Morningstar peer group and in comparison to appropriate securities benchmarksthe benchmark index, the Russell 1000 Value Index. The Trustees also reviewed information on the historical performance of other accounts managed by the Adviser 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, the 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 arrangements between the Adviser and the Fund comply with the conditions of Section 15(f) of the 1940 Act, the Trustees reviewed the conditions of Section 15(f). Section 15(f) provides a non-exclusive safe harbor for an investment adviser to an investment company or any of its peer funds utilizing Lipper and Morningstar classifications. Whileaffiliated 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 “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. The Trustees considered that, consistent with the first condition of Section 15(f), neither the Adviser nor the Board was aware of any plans to reconstitute the Board following the change in control of the Adviser. Thus, at least 75% of the Trustees would not be “interested persons” of the Adviser for a period of three years after the change in control of the Adviser.
The second condition of Section 15(f) is that an “unfair burden” must not be imposed upon the Fund as a result of the transaction or any express or implied terms, conditions or understandings applicable thereto. With respect to this second condition, the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance. When reviewing performance against the comparative peer group universe, the Board took into account that the investment objectives and strategiesAdviser 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 Fund, as well as its levelrequired 2-year period.
Costs of risk tolerance, may differ significantly from funds in the peer universe.
The Board noted that the Fund’s strong performance, with regard to its Lipper comparative universeService and its Morningstar comparative universe, for all relevant periods.
The Board also considered any differences in performance between similarly managed accounts and the performanceStructure of the Fund and reviewed the performance of the Fund against a broad-based securities market benchmark.
Advisory Fee. The Trustees then discussedconsidered the expected costscost of the services to be provided by the Adviser and the structure of the Adviser’s fees, underincluding a review of the Amended Investment Advisory Agreement. In consideringexpense analyses and other pertinent material with respect to the advisory feesFund. The Trustees reviewed the related statistical information and anticipated total feesother materials provided, including the comparative expenses, expense components and expensespeer group selections. The Trustees considered data relating to the cost structure of the Fund the Board reviewed and compared the Fund’s anticipated fees and expensesrelative to those funds in its Morningstara peer group of funds, as compiled by Morningstar, Inc., and the Adviser’s separately-managed accounts, as well as the feesfee waivers and expenses for similar types of accounts managedexpense reimbursements by the Adviser.
The BoardTrustees also considered the overall profitability of the Adviser, reviewing the Adviser’s financial information. The Trustees also examined the level of profits that could be expected to accrue 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 Trustees and the Fund’s administrator specifically for the October 18, 2021 meeting at which 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 proposed advisory fee under the Amended Investment Advisory Agreement would still be below its peer group median and average and below the peer group median and average when the Fund’s peer group was adjustedfees can differ due to include only funds with similar asset sizes. The Board viewed such information as a whole as useful in assessing whether the Adviser would be able to provide services at a cost that was competitive with other similar funds and consistent with an arm’s length bargaining process.
number of factors.
The Board noted that the Adviser was also seeking to adjust the current Expense Limitation Agreement to increase the maximum expenses that the Fund will bear (“Expense Caps”) to account for the proposed increase in the advisory fee. Under the new expense caps, which will only take effect if shareholders approve the Amended Advisory Agreement, the Adviser will agree to waive its advisory fees and reimburse each Fund for certain of its expenses to the extent necessary to maintain annual expense ratios (excluding acquired fund fees and expenses, interest, taxes and extraordinary expenses) of 0.90%, 1.15% and 1.15% of the Fund’s average daily net assets for the Fund’s Institutional Class, Investor Class and Class A shares, respectively, through at least March 29, 2019 (the “Proposed Expense Caps”). The Board also considered that the Adviser has the ability to request recoupment of previously waived fees and paid expenses from the Fund for three years from the date they were waived and paid, subject to the Proposed Expense Caps. The Board also noted that based on current estimates, total operating expenses after the proposed advisory fee increase are expected to be below the Proposed Expense Caps, but higher than the current Expense Caps.
The Board notedTrustees concluded that the Fund’s proposed expense ratios after waivers, even after the increase in the Expense Caps, were still below the peer group medianexpenses and peer group average for the Institutional Class and above the peer group median but below the peer group average for Class A and the Investor Class. Additionally, the Board noted that the proposed contractual advisory fee was below its peer group median and peer group average. The Board considered that the management fee charged to the Fund was generally within the range of the fees charged by the Adviser to its separately managed account clients.
The Board determined that it would continue to monitor the appropriateness of the advisory fees for the Fund and concluded that, at this time, the fees to be paidpayable to the Adviser were fair and reasonable.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 Adviser had maintained adequate profit levels to support the services to the Fund.
Extent of Economies of Scale.The BoardTrustees compared the Fund’s expenses relative to its peer group and discussed realized and potential economies of scale. The Trustees also consideredreviewed the structures of the Fund’s advisory fee and whether the Fund was large enough to generate economies of scale thatfor 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 aswith respect to the assets of the Fund grow.Fund. The BoardTrustees noted that under the Amended Investment Advisory Agreement,Fund’s advisory fees included breakpoints and that the Adviser will sharebreakpoints 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 onbetween the Adviser and the Fund through breakpoints onat the advisory fee. Fund’s current asset level.
Benefits Derived from the Relationship with the Fund. The Board also noted that the Adviser has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Fund does not exceed its specified Expense Caps through at least March 29, 2019.
The Board thenTrustees considered the profits expected todirect and indirect benefits that could be realized by the Adviser from its relationshipassociation with the Fund. The Board reviewedTrustees examined the Adviser’s financial information and took into account bothbrokerage practices of the direct benefits and the indirect benefitsAdviser with respect to the Adviser from advising the Fund. The Board considered the profitability to the Adviser from its relationship with the Fund and considered any additional benefits derived by the Adviser from its relationship with the Fund, such as Rule 12b-1 fees received from the Fund. The Board also considered that the Fund does not charge a Rule 12b-1 fee or utilize “soft dollar”dollars.” The Trustees concluded that the benefits that may be received by the Adviser in exchange for Fund brokerage. The Board also reviewed information regarding fee offsets for a separate account investedmay 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 determined thatavoiding the Adviser was not receiving an advisory fee both atcosts of finding a new investment adviser appear to be reasonable, and in many cases may benefit the separate account and at the Fund-level for the account, and as a result was not receiving additional fall-out benefits from the relationship. After such review, the Board determined that the expected profitability to the Adviser with respect to the Amended Investment Advisory Agreement was not excessive, and that the Adviser should be able to maintain adequate profit levels to support the services it provides to the Fund.Fund through growth in assets.
No single factor was determinative ofin the Board’s decision to approve the AmendedNew 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 Adviser, including the advisory fees, was fair and reasonable to the Fund.reasonable. The Board including the Independent Trustees, therefore unanimously determined that the approval of the AmendedNew Investment Advisory Agreement waswould be in the best interestsinterest of the Fund and its shareholders.
Vote Required
Approval of the proposalProposal to approve the AmendedNew 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 AmendedNew 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 AND
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.
ADDITIONALGENERAL INFORMATION
Solicitation of Proxies
Any Purchases or Sales
In addition to solicitation of Securities of Semper
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 Semper 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, each class of the Fund’s shares had the following outstanding:
| Class A Shares | Investor Class Shares | Institutional Class Shares |
| 2,125,259.69 | 9,433,743.327 | 96,045,335.554 |
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 Adviser, 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:
Semper MBS Total Return Fund – Class A
Name and Address
| Parent
Company
| Jurisdiction
| %
Ownership
| Type of
Ownership
|
Charles Schwab & Co., Inc.
Special Custody Acct FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905
| The Charles
Schwab
Corporation
| DE | 46.01% | Record |
UBS Financial Services
FBO Its Customers
1000 Harbor Blvd 5th Fl.
Weehawken, NJ 07086-6761
| UBS
Americas
Inc.
| DE | 32.53% | Record |
LPL Financial
Omnibus Customer Account
Attn: Lindsay O. Toole
4707 Executive Drive
San Diego, CA 92121-3091
| N/A | N/A | 11.40% | Record |
Semper MBS Total Return Fund – Investor Class
Name and Address
| Parent
Company
| Jurisdiction
| %
Ownership
| Type of
Ownership
|
Charles Schwab & Co, Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905
| The Charles
Schwab
Corporation
| DE | 58.78% | Record |
Name and Address | Parent
Company
| Jurisdiction | %
Ownership
| Type of
Ownership
|
National Financial Services, LLC FEBO
Attn: Customer
5603 S Braeswood
Houston, TX 77096-3907
| N/A | N/A | 22.46% | Record |
Pershing, LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
| N/A | N/A | 6.43% | Record |
Semper MBS Total Return Fund – Institutional Class
Name and Address
| Parent
Company
| Jurisdiction
| %
Ownership
| Type of
Ownership
|
Charles Schwab & Co., Inc.
Special Custody Acct FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905
| The
Charles
Schwab
Corporation
| DE | 40.42% | Record |
UBS Financial Services
FBO Its Customers
1000 Harbor Blvd 5th Fl.
Weehawken, NJ 07086-6761
| N/A | N/A | 16.76% | Record |
National Financial Services LLC
For the Exclusive Benefit of our Customers
Attn: Mutual Funds Dept. 4th Fl.
499 Washington Blvd
Jersey City, NJ 07310-2010
| N/A | N/A | 9.83% | Record |
Pershing, LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
| N/A | N/A | 7.71% | Record |
Portfolio Transactions
The Fund does not allocate portfolio brokerage on the basis of the sales of Fund shares. Brokerage firms whose customers purchase shares of the Fund may participate in brokerage commissions, but only pursuant to the Adviser’s “Best Execution Policy.” The Fund does not execute portfolio transactions through affiliated brokers.
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 January 29, 2018. Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or personal interview byother representatives of the Fund. In addition, Trust, who will not be paid for their services, may also solicit proxies by telephone or in person. The Adviser has engaged the proxy solicitation firm of AST Fund Solutions, Inc. may who will be paid on a per-call basisapproximately $25,000, plus out-of-pocket expenses, for their services. The Adviser will pay for the expenses incident to solicit shareholders by telephone on behalfthe solicitation of proxies in connection with the Meeting, which expenses include the fees and expenses of tabulating the results of the Fund. The Fund 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 Emily R. Enslow, 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 votes by telephone or through the Internet, it 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” for their customers 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 purposesand the fees and expenses of determining quorum, but will not count towards the number of votes in favor of the approval of the Amended 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 Amended 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 quorum for the Fund is 40% of outstanding shares entitled 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 December 29, 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 December 29, 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 youThe Adviser also will reimburse upon request persons holding shares as nominees for their reasonable expenses in sending soliciting materials to vote. The Fund does not reimburse officers of the Trust, or regular employees and agents involved in the solicitation of proxies.
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 Semper.the Adviser.
Service Providers
9
The Fund’s investment adviser is Semper Capital Management, L.P., located at 52 Vanderbilt Avenue, Suite 401, New York, New York 10017. 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., located at 1555 North River Center 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 dates of birth, positions with the Trust, terms of office with the Trust and 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(3)
|
Gail S. Duree
(age 7 1 )
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 to 2012); Director and Board Member, Alpha Gamma Delta Foundation (philanthropic organization) (2005 to 2011).
| 2 | 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(3)
|
David G. Mertens
(age 5 7 )
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 to 2017).
| 2 | Trustee, Advisors Series Trust (for series not affiliated with the Funds).
|
George J. Rebhan
(age 8 3 )
615 E. Michigan Street
Milwaukee, WI 53202
| Chairman
of the
Board and
Trustee
| Indefinite
term;
since
May
2002.
| Retired; formerly President, Hotchkis and Wiley Funds (mutual funds) (1985 to 1993).
| 2 | Trustee, Advisors Series Trust (for series not affiliated with the Funds); Independent Trustee from 1999 to 2009, E*TRADE Funds.
|
Joe D. Redwine(4)
(age 70)
615 E. Michigan Street
Milwaukee, WI 53202
| Trustee | Indefinite
term;
since
January
2018.
| Retired; formerly President, CEO, U.S. Bancorp Fund Services, LLC (May 1991 to July 2017); formerly Manager, U.S. Bancorp Fund Services, LLC (1998 to July 2017).
| 2 | Trustee, Advisors Series Trust (for series not affiliated with the Funds).
|
Raymond B. Woolson
(age 5 9 )
615 E. Michigan Street
Milwaukee, WI 53202
| Trustee | Indefinite
term*; since
January
2016.
| President, Apogee Group, Inc. (financial consulting firm) (1998 to present).
| 2 | Trustee, Advisors Series Trust (for series not affiliated with the Funds); 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.
|
Officers
Name, Address
and Age
| Position Held
with the Trust
| Term of Office
and Length of
Time Served
| Principal Occupation
During Past Five Years
|
Douglas G. Hess
(age 50 )
615 E. Michigan Street
Milwaukee, WI 53202
| President, Chief
Executive Officer 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 5 6 )
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 4 6 )
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).
|
| | | |
Name, Address
and Age
| Position Held
with the Trust
| Term of Office
and Length of
Time Served
| Principal Occupation
During Past Five Years
|
Michael L. Ceccato
(age 60)
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).
|
Emily R. Enslow, Esq.
(age 31)
615 E. Michigan Street
Milwaukee, WI 53202
| Secretary | Indefinite term;
since December 2017.
| 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). |
(*) 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 December 31, 2017, the Trust was comprised of 44 active portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Fund and the Semper Short Duration Fund (the “Semper Funds”). The Semper Funds do not hold themselves out as related to any other series within the Trust for investment purposes, nor do they share the same investment adviser with any other series. |
(3) | “Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the 1934 Act (that is, “public companies”) or other investment companies registered under the 1940 Act. |
(4) | Mr. Redwine became an Independent Trustee on January 1, 2018. Previously he was an Interested Trustee. |
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 1-855-736-7799 (855-SEM-PRXX) or write to the Fund c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.1 (866) 829-0542. 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 number1 (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 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 the 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”.
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.
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 | 15,638,539.201 |
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.
Principal Holders of the O’Shaughnessy Market Leaders Value Fund – Class I Shares
| | | | | | | | |
| Name and Address | % Ownership | Type of Ownership |
National Financial Services, LLC
499 Washington Boulevard
Jersey City, NJ 07310 | 55.99% | Record |
Charles Schwab & Co., Inc.
Special Custody Account
Attn: Mutual Funds Department
211 Main Street
San Francisco, CA 94105-1905 | 14.90% | Record |
Reports to Shareholders
Copies of the Fund’s most recent annual and semi-annual reports may be requested without charge by calling 1 (877) 291-7827, by visiting the Fund’s website at https://www.osfunds.com/Funds/Market-Leaders-Value-Fund or by writing to 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.
EXHIBITExhibit A
ADVISORS SERIES TRUST
INVESTMENT ADVISORY AGREEMENT
with
Semper CapitalO’Shaughnessy Asset Management, L.P.
LLC
This
THIS INVESTMENT ADVISORY AGREEMENT is made as of the [ ]th__ day of March, 2018,______, 2021, by and between Advisors Series Trust, a Delaware statutorybusiness trust (hereinafter called the “Trust”), on behalf of the series of the Trust indicated on Schedule A, which may be amended from time to time, (each a “Fund”,“Fund,” and together the “Funds”) and Semper CapitalO’Shaughnessy Asset Management, L.P.,LLC, a Delaware limited partnershipliability company (hereinafter called the “Adviser”“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 AdviserAdvisor is registered as an investment adviser under the Investment Advisers Act of 1940 (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 AdviserAdvisor to render advice and services to the Fund pursuant to the terms and provisions of this Agreement, and the AdviserAdvisor 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 ADVISER.ADVISOR. The Trust hereby employs the AdviserAdvisor and the AdviserAdvisor 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 ADVISER.ADVISOR.
(a)GENERAL DUTIES. The AdviserAdvisor 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 AdviserAdvisor (collectively, the “Investment Policies”). upon at least five (5) days prior
notice. In providing such services, the AdviserAdvisor 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 AdviserAdvisor 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 (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 Adviser hereunderFund and required to be prepared and maintained by the Adviser orAdvisor except 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 Adviser shall have no obligation to initiate litigation on behalf of the Fund.
(b)BROKERAGE. The AdviserAdvisor 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 AdviserAdvisor shall not direct orders to an affiliated person of the AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 Adviser’sAdvisor’s overall responsibilities with respect to clients for which it exercises investment discretion.the Trust. Subject to the same policies and legal provisions, the AdviserAdvisor 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 Adviser,Advisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the AdviserAdvisor shall determine, and the AdviserAdvisor 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 AdviserAdvisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser,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 AdviserAdvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
| 3. | REPRESENTATIONS OF THE ADVISER. |
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.
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 AdviserAdvisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.
(b)The AdviserAdvisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order.
(c)The AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor to the Fund under the provisions of this Agreement are not to be deemed exclusive, and that the Adviser may give advice and take action with respectAdvisor shall be free to other clients, including affiliates of the Adviser, 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. The AdviserAdvisor 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 AdviserAdvisor 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 Adviser and reasonably requested by the Board of Trustees.Advisor.
6.EXPENSES.
6. EXPENSES.
(a)With respect to the operation of the Fund, the AdviserAdvisor 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 AdviserAdvisor; and attendance at required annual Board meeting; (v) the costs associated with any supplements to the Fund’s registration statement created at the Adviser’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 AdviserAdvisor has agreed to limit the operating expenses of the Fund, the AdviserAdvisor 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 Adviser;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 AdviserAdvisor may voluntarily or contractually absorb certain Fund expenses.
(d)To the extent the AdviserAdvisor incurs any costs by assuming expenses which are an obligation of the Fund as set forth herein, the Fund shall promptly reimburse the AdviserAdvisor for such costs and expenses, except to the extent the AdviserAdvisor has otherwise agreed to bear such expenses. To the extent the services for which thea Fund is obligated to pay are performed by the Adviser,Advisor, the AdviserAdvisor shall be entitled to
recover from such Fund to the extent of the Adviser’sAdvisor’s actual costs for providing such services. In determining the Adviser’sAdvisor’s actual costs, the AdviserAdvisor may take into account an allocated portion of the salaries and overhead of personnel performing such services.
(e)To the extent that the Adviser paysThe Advisor may 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 Adviserprior 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 Adviser,Advisor, and the AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor under this Agreement will be reduced to the extent of any receivable owed by the AdviserAdvisor to the Fund and as required under any expense limitation applicable to a Fund.
(e)The AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Adviser,Advisor, if so requested by the Adviser,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 reimbursement. Any such reimbursement is
also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.”
(g)The AdviserAdvisor 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 AdviserAdvisor hereunder.
8.NO SHORTING; NO BORROWING. The AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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.
(a) ACCESS.The AdviserAdvisor 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 Adviser such information about the Trust and the Fund as is necessary and appropriate for the Adviser 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 Adviser promptly any amendment to the foregoing and, if any such amendment would materially affect the services to be provided by the Adviser hereunder, the Trust agrees to provide the amendment to the Adviser 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. ADVISER’S LIABILITIES AND INDEMNIFICATION.
(a)The AdviserAdvisor 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 Adviser 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 Adviseradministrator or the Trust or another third party for inclusion therein.
(b)Except as otherwise provided herein, the AdviserThe 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 AdviserAdvisor 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 Adviser,Advisor, the AdviserAdvisor 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 Adviser,Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
12.NON-EXCLUSIVITY; TRADING FOR ADVISER’S OWN ACCOUNT. The Trust’s employment of the AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 with respect to the Fund on 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 time atBoard of Trustees of the time a Fund receives an affirmativeTrust 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 Adviser),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 Adviser) 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 AdviserAdvisor 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 AdviserAdvisor 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 aan Advisor Fund managed by the Adviser shall be resolved by the Adviser.Advisor. Each Fund acknowledges that its use of any distinctive name is derivative of its relationship with the Adviser.Advisor. Each Fund may use the name connected with the AdviserAdvisor or any name derived from or using the name of the Advisor Funds managed by the Adviser 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 Adviser.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 AdviserAdvisor undertakes and agrees that, in the event that the AdviserAdvisor shall cease to act as investment adviser to the Fund, the AdviserAdvisor 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 AdviserAdvisor may continue to use the Trust’s name for the sole purpose of identifying the Trust as an account formerly managed by the AdviserAdvisor or as otherwise consented to by the Trust in writing prior to such use.
It is additionally understood and hereby agreed that the name “Semper Capital Management”, “Semper Capital”, “Semper”“O’Shaughnessy,” “O’Shaughnessy Asset Management LLC,” “OSAM LLC” or any reasonable derivation of the same, is the property of the AdviserAdvisor for copyright and all other purposes. The Trust undertakes and agrees that, in the event that the AdviserAdvisor 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 Adviser’sAdvisor’s name and will further refrain from using the Adviser’sAdvisor’s name; provided, however, that the Trust may continue to use the Adviser’sAdvisor’s name for the sole purpose of identifying the Trust as an account formerly managed by the AdviserAdvisor or as otherwise consented to by the AdviserAdvisor 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, at any time, with or without cause,upon sixty (60) days’ written notice to the Advisor, and without payment of any penalty. This Agreement may also be terminated by the Adviser, with or without cause, and without payment of any penalty,Advisor upon thirty (30)sixty (60) days’ written notice to the Fund. In the event of a termination, or non-renewal of this Agreement, the AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 Adviser.Advisor. Such written approval shall not be unreasonably withheld by the Trust and may not be withheld where the AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor agrees to comply with the Trust’s Anti-Money Laundering Policy and the AML Laws, as the same may apply to the Adviser,Advisor, now and in the future; provided, however, that the Adviser 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 AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor 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 AdviserAdvisor agrees to inform the Trust of any material development related to the Fund that the AdviserAdvisor 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 | | SEMPER CAPITALO’SHAUGHNESSY ASSET MANAGEMENT, L.P.LLC |
| | |
By: ______________________________ | | | By: ________________________________ | |
Name: Douglas G. Hess | Jeff T. Rauman | | Name: Gregory A. Parsons | |
| Title: | President | | Title: Chief Executive 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 of Average Daily Net Assets
|
Semper MBS Total ReturnO’Shaughnessy Market Leaders Value Fund
| 0.60% of average net assets up to $1.5 billion,
0.55% of average net assets up to $2.5 billion, and 0.50%$25 million,
0.45% of average net assets on the next $75 million,
0.35% of average net assets in excess of $2.5 billion$100 million
|
O’SHAUGHNESSY MARKET LEADERS VALUE FUND
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON December 20, 2021
The undersigned hereby appoints each of Mike J. Malett 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 Special Meeting of Shareholders of the Fund to be held at 11:30 a.m. Central Time, on December 20, 2021. All shareholders are encouraged to cast a vote for their shares prior to December 20, 2021 so that Fund may reach a quorum to hold 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.
Important Notice Regarding Availability of Proxy Materials for the Special Meeting of Shareholders to be held December 20, 2021. The Proxy Statement for this meeting is available at:
https://vote.proxyonline.com/OShaughnessy/docs/proxy2021.pdf
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
O'SHAUGHNESSY MARKET LEADERS VALUE FUNDPROXY 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(“OSAM or the “Adviser”) and the Trust, on behalf of the Fund. | ○ | ○ | ○ |
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| 2. | If necessary, to 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
9
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
