| · | 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;
Executive Officers and Directors of Medalist Partners. Information regarding the principal executive officers and directors of Medalist Partners is set forth below. The address of Medalist Partners and its executive officers and directors is 777 Third Avenue, Suite 1402, New York, NY 10017. | | | | | | | | | | Name | | Position with Medalist Partners | | Gregory Richter | | Chief Executive Officer, Co-Head of Structured Credit & Asset Finance, Partner | | Michael Ardisson | | Head of Business Development, Chief Operating Officer, President, Partner | | Gurdev Dillon | | Chief Financial Officer of Private Credit | | John Slonieski | | Director of Private Credit, Partner | | Ericka Iachello | | Chief Compliance Officer and Chief Financial Officer of Structured Credit |
| · | 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. |
No Trustee or officer of the Trust currently holds any position with Medalist Partners or its affiliated persons.
Recommendation of the Board of Trustees. The Board believes that the terms and conditions of the New Investment Advisory Agreement are fair to, and in the best interests of, each Fund and its shareholders. The Board was presented with information demonstrating that the New Investment Advisory Agreement would enable each Fund’s shareholders to continue to obtain quality services at a cost that was fair and reasonable.
In considering the New Investment Advisory Agreement, the Board took into consideration (1) the nature, extent, and quality of the services to be provided by Medalist Partners; (2) the historical performance of the Funds; (3) the estimated cost of the services to be provided by Medalist Partners and the fact that the management fees will be identical to the existing management fees of the Funds; (4) any fall-out benefits that may be enjoyed by Medalist Partners or its affiliates; (5) the Funds’ portfolio management team will remain in tact, with an additional Portfolio Manager to be added; and (6) other factors the Board deemed to be relevant.
In connection with the Board’s review of the New Investment Advisory Agreement, the Trustees considered a variety of matters, including, among others, the following:
•Medalist Partners has been acting as a strategic partner to Semper Capital in supporting the Funds through a Services Agreement since October 2022. This has included providing resources across the investments, operations, accounting, compliance and client functions. •Medalist Partners became a sub-advisor to the Funds in February 2023. •At this time, both Semper and Medalist Partners believe that the most efficient way to manage the Funds is to transition them onto Medalist Partners’ platform, whereby Medalist Partners would become the investment adviser to the Funds. •A core member of the Semper Capital team that currently directly manages the Funds (i.e., Thomas Mandel, CIO), who has managed each Fund since inception, will be hired by Medalist Partners to continue managing the Funds. Additionally, Gregory Parsons, current Chief Executive Officer of Semper Capital, will be hired by Medalist Partners to continue supporting the Funds. •That Semper Capital was subject to certain conflicts of interest in recommending the approval of Medalist Partners as the new investment adviser to the Funds.The Board noted that Medalist Partners has agreed to an economic sharing arrangement with Semper Capital with respect to a portion of the net income of the Funds through December 31, 2026.
Prior to and during the Meeting held July 20, 2023, representatives from Medalist Partners, presented additional oral and written information to help the Board evaluate the investment adviser’s fees and other aspects of the New Investment Advisory Agreement. Among other things, representatives from Medalist Partners provided an overview of their advisory business, including key personnel, the firm’s compliance infrastructure, and the firm’s rigorous investment research process. Medalist Partners provided the Board with prior performance data of a private fund that invests in structured fixed income securities, which the Board found to be acceptable. The Board then discussed the materials and oral presentation that it had received and any other information that the Board received at the Meeting, and deliberated on the approval of the New Investment Advisory Agreement in light of this information. In its deliberations, the Board did not identify any single piece of information discussed below that was all-important or controlling.
Nature, Extent, and Quality of Services Provided. The Board noted the responsibilities that Medalist Partners would have under the New Investment Advisory Agreement. The Board noted that Semper Capital believed that the engagement of Medalist Partners should enhance the quality of research services that are being provided to the Funds. The Board also noted that Medalist Partners would be hiring Mr. Mandel, who has managed each Fund since inception, as an employee and that he would continue to be one of the portfolio managers responsible for day-to-day management of the Fund.
In considering the nature, extent, and quality of the services to be provided by Medalist Partners, the Board considered the quality of Medalist Partners’ compliance infrastructure and the determination that Medalist Partners has appropriate compliance policies and procedures in place. The Board noted that it had previously received a copy of the
Medalist Partners’ registration form (Form ADV), as well as the response of Medalist Partners to a detailed series of questions which included, among other things, information about the background and experience of the team members. The Board also considered Medalist Partners’ resources and capacity with respect to portfolio management, compliance, and operations.
After discussion, the Independent Trustees concluded that Medalist Partners has the appropriate personnel and compliance policies and procedures to perform its duties under the Medalist Partners and that the nature, overall quality, cost, and extent of such services was expected to be satisfactory.
The Funds’ historical performance and the overall performance of Medalist Partners. The Board reviewed the performance of the Funds, noting that Medalist Partners was not the named investment adviser of the Funds for the period of the Funds’ performance being reviewed, but that the portfolio manager who had been managing each Fund since each Fund’s inception will continue to be one of the portfolio managers for each Fund. The Board reviewed the performance of the Semper MBS Total Return Fund and Semper Short Duration Fund as of March 31, 2023, on both an absolute basis and a relative basis in comparison to its peer funds utilizing Morningstar classifications, appropriate securities market benchmarks. While the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance. When reviewing each Fund’s performance against the comparative peer group universe, the Board took into account that the investment objectives and strategies of the Fund, as well as its level of risk tolerance, may differ significantly from funds in the peer universe. When reviewing a Fund’s performance against broad market benchmarks, the Board took into account the differences in portfolio construction between the Fund and such benchmarks as well as other differences between actively managed funds and passive benchmarks, such as objectives and risks. In assessing periods of relative underperformance or outperformance, the Board took into account that relative performance can be significantly impacted by performance measurement periods and that some periods of underperformance may be transitory in nature while others may reflect more significant underlying issues.
For the Semper MBS Total Return Fund, the Board noted that the Fund underperformed the Morningstar peer group average for the one- and five-year periods and outperformed for the three-year period ended March 31, 2023. The Board noted that the Fund underperformed the average of its Cohort group for the one-, three- and five-year periods ended March 31, 2023.
For the Semper Short Duration Fund, the Board noted that the Fund outperformed the Morningstar peer group for the one-, three- and ten-year periods and underperformed for the five-year period ended March 31, 2023. The Board also noted that the Fund outperformed the Cohort average for the one-, three-, and ten-year periods and underperformed for the five-year period ended March 31, 2023.
Costs of Services Provided and the Structure of the Advisory Fees under the New Investment Advisory Agreement. The Board reviewed the advisory fees to be paid by to Medalist Partners for its services to the Funds under the New Investment Advisory Agreement.
For the Semper MBS Total Return Fund, the Board noted that Medalist Partners had contractually agreed to maintain an annual expense ratio for the Fund of 0.90%, excluding certain operating expenses and class-level expenses (the “Expense Cap”). The Board took into consideration that the contractual management fee was above the Cohort’s median and average of its cohort, while the net expense ratio was above the Cohort average and median. The Board noted that the Fund’s management fee of 0.60% is in the second quartile of the Morningstar peer group, while the net expense ratio is below the Morningstar peer group average.
For the Semper Short Duration Fund, the Board noted that Medalist Partners had contractually agreed to maintain an annual expense ratio for the Fund of 0.60%, excluding certain operating expenses and class-level expenses (the “Expense Cap”). The Board took into consideration that the contractual management fee was below the Cohort’s median and average, but that the Fund’s net expense ratio was above the Cohort’s median and average. The Board noted that the Fund’s management fee of 0.35% is in the top quartile of the Morningstar peer group, while the Fund’s net expense ratio is above its Morningstar peer group average.
The Board also considered Medalist Partners’ representation that none of its separate accounts are managed identically to the Funds.
The Board determined that it would continue to monitor the appropriateness of the advisory fees for the Funds and concluded that, at this time, the fees to be paid to Medalist Partners, as investment adviser were fair and reasonable.
Economies of Scale. The Board also considered whether economies of scale would be realized by Medalist Partners that should be shared with shareholders. The Board further noted that Medalist Partners has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Funds do not exceed the specified Expense Caps for at least a two-year period, but noted that for the Semper MBS Total Return Fund, expenses are currently running below its Expense Cap. The Board recognized that Medalist Partners is likely to realize economies of scale in managing the Funds as assets grow in size. The Board determined that it would monitor fees as the Funds grow to determine whether economies of scale were being effectively shared with the Funds and their shareholders.
The Profits to be realized by Medalist Partners and its affiliates from their relationship with the Funds. The Board reviewed Medalist Partners’ financial information and took into account both the potential direct benefits and the indirect benefits to Medalist Partners from advising the Funds. The Board considered the estimated profitability to Medalist Partners from its new relationship with the Funds and considered any potential additional material benefits likely to be derived by Medalist Partners from its relationship with the Funds, such as Rule 12b-1 fees. The Board also considered that the Funds historically do not generate “soft dollar” benefits that may be used by Medalist Partners in exchange for Fund brokerage. After such review, the Board determined that the estimated profitability to Medalist Partners with respect to the New Investment Advisory Agreement was not excessive.
Conclusion. No single factor was determinative of the Board’s decision to approve the New Investment Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the New Investment Advisory Agreement, including the compensation payable under the agreement, was fair and reasonable to the Funds. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the New Investment Advisory Agreement was in the best interests of the Funds and their shareholders.
The Board unanimously recommends that shareholders of the Funds vote “FOR” approval of the New Investment Advisory Agreement.
Expenses Related to the Proposal. Semper Capital and Medalist Partners or its affiliates are bearing the costs of this proxy solicitation, including the printing and mailing of the Proxy Statement and related materials. The Funds are not bearing any costs related to this proxy solicitation. See below for more information about the total estimated costs.
Required Vote. Approval of the Proposal with respect to each Fund, requires the affirmative vote of a “majority of the outstanding voting securities” of the respective Fund. Under the 1940 Act, a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present or represented by proxy at the Special Meeting if the holders of more than 50% of the outstanding shares are present or represented by proxy at the Special Meeting, or (b) more than 50% of the outstanding shares. If the Proposal is not approved by the Funds’ shareholders, the Board will consider alternatives for the Funds and take such action as it deems necessary and in the best interests of each Fund and its shareholders, which may include further solicitation of a Fund’s shareholders or liquidation of the Fund.
The Board also took into account the Adviser’s representations that there will be no change in the services provided by the Adviser to the Fund; there will be no change in the day-to-day management responsibilities of 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 provided by the Adviser under the Amended Investment Advisory Agreement. The Board considered the Adviser’s specific responsibilities in all aspects of day-to-day management of the Fund. The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Adviser that would be involved in the day-to-day activities of the Fund. The Board also considered the resources and compliance structure of the Adviser, including information regarding its compliance program, its chief compliance officer and the Adviser’s compliance record and disaster recovery/business continuity plan. 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 Board concluded that the Adviser has the quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Amended Investment Advisory Agreement and that the nature, overall quality and extent of such management services will be satisfactory.
In assessing the quality of the portfolio management delivered by the Adviser, the Board reviewed the short-term and long-term performance of the Fund as of June 30, 2017, on both an absolute basis, and in comparison to appropriate securities benchmarks and its peer funds utilizing Lipper and Morningstar classifications. While the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance. When reviewing performance against the comparative peer group universe, the Board took into account that the investment objectives and strategies of the Fund, as well as its level 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 universe and its Morningstar comparative universe, for all relevant periods.
The Board also considered any differences in performance between similarly managed accounts and the performance of the Fund and reviewed the performance of the Fund against a broad-based securities market benchmark.
The Trustees then discussed the expected costs of the services to be provided by the Adviser and the structure of the Adviser’s fees under the Amended Investment Advisory Agreement. In considering the advisory fees and anticipated total fees and expenses of the Fund, the Board reviewed and compared the Fund’s anticipated fees and expenses to those funds in its Morningstar peer group, as well as the fees and expenses for similar types of accounts managed by the Adviser. The Board 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 adjusted 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.
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 noted that the Fund’s proposed expense ratios after waivers, even after the increase in the Expense Caps, were still 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. 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 paid to the Adviser were fair and reasonable.
The Board also considered economies of scale that would be expected to be realized by the Adviser as the assets of the Fund grow. The Board noted that under the Amended Investment Advisory Agreement, the Adviser will share economies of scale on the Fund through breakpoints on the advisory fee. 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 then considered the profits expected to be realized by the Adviser from its relationship with the Fund. The Board reviewed the Adviser’s financial information and took into account both the direct benefits and the indirect benefits 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 utilize “soft dollar” 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 invested in the Fund and determined that the Adviser was not receiving an advisory fee both at 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.
No single factor was determinative of the Board’s decision to approve the Amended Investment Advisory Agreement; rather, the Trustees based their determination on the total mix of information available to them. Based on a consideration of all the factors in their totality, the Trustees determined that the advisory arrangement with the Adviser, including advisory fees, was fair and reasonable to the Fund. The Board, including the Independent Trustees, therefore unanimously determined that the approval of the Amended Investment Advisory Agreement was in the best interests of the Fund and its shareholders.
Vote Required
Approval of the proposal to approve the Amended Investment Advisory Agreement 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 Amended Investment Advisory Agreement.
OTHER BUSINESS
Additional Information about the Trust. No Trustee or officer of the Trust currently holds any position with any investment adviser or sub-adviser to the Trust.
Record Date/Shareholders Entitled to Vote. Each Fund is a separate series, or portfolio, of the Trust, a Delaware statutory trust and registered investment company under the 1940 Act. The Board knowsrecord holders of no other businessoutstanding shares of the Funds are entitled to be brought before the Special Meeting. However, if any othervote one vote per share (and a fractional vote per fractional share) on all matters properly come beforepresented at the Special Meeting proxies that do not contain specific instructionswith respect to the contrary will be voted on such matters in accordanceFunds, including the Proposal. No class of either Fund has different or separate voting rights 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 proposalsrespect 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.Proposal.
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.
ADDITIONAL INFORMATION
Any Purchases or Sales 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 FundTrust at the close of business on July 31, 2023, the Record Date, will be entitled to be present and vote at the Special Meeting. As of that date, each classthe close 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 ofbusiness on the Record Date to the best of the knowledge of the Trust, no Trustee of the Trust beneficially owned 1% or more of the outstandingthere were 32,640,532.134 common shares of the Fund, and the Trustees and the officers of the Trust, as a group, beneficially owned less than 1% 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 beneficially 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 purchaseand 28,125,760.835 common shares of the Semper Short Duration Fund issued and outstanding.
Voting Proxies. You should read the entire Proxy Statement before voting. If you have any questions regarding the Proxy Statement, please call toll-free 1-877-478-5042. If you sign and return the accompanying proxy card, you may participate in brokerage commissions, but only pursuantrevoke it by giving written notice of such revocation to the Adviser’s “Best Execution Policy.” The Fund does not execute portfolio transactions through affiliated brokers.
SolicitationSecretary of Proxies and Voting
This solicitation is being made primarily by the mailing of this Proxy Statement, along with a notice ofTrust prior to the Special Meeting andor by delivering a subsequently dated proxy card on or about January 29, 2018. Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or personal interview by representatives of the Fund. In addition, AST Fund Solutions, Inc. may be paid on a per-call basis to solicit shareholders by telephone on behalf 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 voteattending and voting 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.person. Proxies voted by telephone or through the Internetinternet may be revoked at any time before they are voted by proxy voting again through the website or toll-free number listed in the same mannerenclosed proxy card. Properly executed proxies will be voted, as you instruct, by the persons named in the accompanying proxy card. In the absence of such direction, however, the persons named in the accompanying proxy card intend to vote “FOR” the Proposal and may vote at their discretion with respect to other matters not now known to the Board that proxies voted by mail may be revoked.
The Fund expects that, beforepresented at the Special Meeting. Attendance by a shareholder at the Special Meeting broker-dealer firms holding shares of the Funddoes not, in “street name” for their customers will request voting instructions from their customers and beneficial owners. itself, revoke a proxy.
If these instructionssufficient votes are not received by the date specified in the broker-dealer firms’ proxy solicitation materials, these shares will be considered “broker non-votes.” Broker non-votes will be counted as present for purposes of determining quorum, but will not count towards the number of votes in favor of the approval of the 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 effectSpecial Meeting may be adjourned, once or more, by either the chairman 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 votedor by the vote of the holders of a majority of the Fund shares present 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 voteMeeting in person or by proxy to permit further solicitation of proxies. If there is a vote to adjourn, persons named as proxies will vote all proxies in favor of adjournment that voted in favor of the Proposal and vote against adjournment all proxies that voted against the Proposal.
Quorum Required. Each Fund must have a quorum of shares represented at the Special Meeting, in person or by proxy, to take action on any matter relating to that Fund. Under the Trust’s Agreement and Declaration of Trust, as amended, a quorum is constituted by the presence in person or by proxy of at least 40% of the outstanding shares of the Fund entitled to vote at the Special Meeting.
Abstentions do not represent votes cast for a proposal but will be counted for purposes of determining whether a quorum is present. “Broker non-votes” are shares held by a broker or nominee as to which instructions have not been received from the beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power but for which a broker or nominee returns the proxy card or otherwise votes without actually voting on a proposal. However, it is the Trust’s understanding that because broker-dealers, in the absence of specific authorization from their customers, will not have discretionary authority to vote any shares held beneficially by their customers on the matters expected to be presented at the Special Meeting, there are unlikely to be any “broker non-votes” 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 thea proposal are not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournmentschairman of the Special Meeting or the holders of a majority of the Fund shares present at the Special Meeting, in person or by proxy, may adjourn the Special Meeting with respect to such proposal and such fund or funds, as necessary, to permit further solicitation of proxies. Any such adjournment,
Method and Cost of Proxy Solicitation. Proxies will requirebe solicited by the affirmative voteTrust primarily by mail. The solicitation may also include telephone, facsimile, electronic or oral communications by certain officers or employees of the Trust or Semper Capital or Medalist Partners, none of whom will be paid for these services, or by a majoritythird-party proxy solicitation firm. Semper Capital and Medalist Partners or its affiliates are bearing the costs of those shares present atthis proxy solicitation, including the printing and mailing of the Proxy Statement and related materials. The expenses connected with the Proposal, the Special Meeting or represented byand the solicitation of proxies are estimated to be $60,000. The Trust may also request broker-dealer firms, custodians, nominees and fiduciaries to forward 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 respectmaterials to the proposal, unless directed to vote AGAINSTbeneficial owners of the proposed adjournment.
Shareholdersshares of a Fund held of record by such persons. Semper Capital may reimburse such broker-dealer firms, custodians, nominees, and fiduciaries for their reasonable expenses incurred in connection with such proxy solicitation, including reasonable expenses in communicating with persons for whom they hold shares of a Fund.
Other Information. The Funds’ distributor and principal underwriter is Quasar Distributors, LLC, 111 E. Kilbourn Ave., Suite 2200, Milwaukee, Wisconsin 53202. U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Funds’ transfer agent and administrator.
Share Ownership. To the knowledge of the Fund atTrust’s management, as of the close of business on December 29, 2017 will be entitled to vote atJuly 31, 2023 (the Record Date), the Special Meeting. Otherofficers and Trustees of the Trust, as a group, beneficially owned less than any principal shareholders disclosed above, toone percent of each Fund’s outstanding shares and less than one percent of the Trust’s outstanding shares. To the knowledge of the Fund no other shareholder ownedTrust’s management, as of the close of business on July 31, 2023, persons owning of record or beneficially more than 5% of the outstanding shares of each Fund are as listed in the table below. The Trust believes that most of the shares referred to below were held by the persons indicated in accounts for their fiduciary, agency or custodial customers. Any shareholder listed below as owning 25% or more of the outstanding shares of a Fund may be presumed to “control” (as that term is defined in the 1940 Act) the Fund. Shareholders controlling a Fund could have the ability to vote a majority of the shares of the Fund as of December 29, 2017. Each whole share you hold ason any matter requiring the approval of the close of business on the Record Date is entitledFund’s shareholders. Semper MBS Total Return Fund – Investor Class Principal Shareholders | | | | | | | | | | | | | | | Name and Address | | | Number of Shares Held | % Ownership | Type of Ownership | Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901
| | | 661,835.945 | 38.06% | Record | National Financial Services, LLC
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-2010
| | | 525,082.950 | 30.20% | Record | TD Ameritrade Inc.
FBO Our Clients
P.O. Box 2226
Omaha, NE 68103-2226
| | | 253,433.621 | 14.58% | Record | UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 | | | 89,058.298 | 5.12% | Record |
Semper MBS Total Return Fund – Institutional Class Principal Shareholders | | | | | | | | | | | | | | | Name and Address | | | Number of Shares Held | % Ownership | Type of Ownership | Reliance Trust Co.
P.O. Box 78446
ATLANTA GA 30357
| | | 10,062,932.313 | 33.12% | Record | National Financial Services, LLC
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-2010
| | | 5,578,258.833 | 18.36% | Record | Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901
| | | 5,143,684.599 | 16.93% | Record |
| | | | | | | | | | | | | | | Name and Address | | | Number of Shares Held | % Ownership | Type of Ownership | TD Ameritrade Inc.
FBO Our Clients
P.O. Box 2226
Omaha, NE 68103-2226
| | | 3,496,010.826 | 11.51% | Record | UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 | | | 1,736,832.846 | 5.72% | Record |
Semper MBS Total Return Fund – Class A Principal Shareholders | | | | | | | | | | | | | | | Name and Address | | | Number of Shares Held | % Ownership | Type of Ownership | | | | | | | Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901
| | | 263,017.766 | 51.02% | Record | UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761
| | | 132,099.423 | 25.63% | Record | TD Ameritrade Inc.
FBO Our Clients
P.O. Box 2226
Omaha, NE 68103-2226
| | | 32,567.473 | 6.32% | Record | JP Morgan Securities, LLC
1 Metrotech Ctr. N. Fl. 3
Brooklyn, NY 11201-3873 | | | 30,628.701 | 5.94% | Record |
Semper Short Duration Fund– Investor Class Principal Shareholders | | | | | | | | | | | | | | | Name and Address | | | Number of Shares Held | % Ownership | Type of Ownership | National Financial Services, LLC
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-2010
| | | 743,878.080 | 46.90% | Record | UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761
| | | 278,072.486 | 17.53% | Record |
| | | | | | | | | | | | | | | Name and Address | | | Number of Shares Held | % Ownership | Type of Ownership | Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of
Customers of MSSB
1 New York Plaza, Floor 12
New York, NY 10004-1965
| | | 209,759.462 | 13.22% | Record | Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901
| | | 159,623.249 | 10.06% | Record |
Semper Short Duration Fund– Institutional Class Principal Shareholders | | | | | | | | | | | | | | | Name and Address | | | Number of Shares Held | % Ownership | Type of Ownership | Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901
| | | 12,864,612.589 | 48.47% | Record | TD Ameritrade Inc.
FBO Our Clients
P.O. Box 2226
Omaha, NE 68103-2226
| | | 5,149,640.017 | 19.40% | Record | National Financial Services, LLC
499 Washington Blvd, 4th Floor
Jersey City, NJ 07310-2010
| | | 2,706,311.015 | 10.20% | Record | Reliance Trust Co FBO
Fiduciary Trust C/R
PO Box 78446
Atlanta, GA 30357 | | | 2,253,129.610 | 8.49% | Record | | | | | | |
Reports to one vote, and each fractional share is entitled to a proportionate fractional vote.Shareholders. The Fund expects that the solicitation will be primarily by mail, but also may include telephone solicitations. If the Fund does not receive your proxy by a certain time, you may receive a telephone call from AST Fund Solutions, Inc., Trust officers, employees or agents asking you to vote. The Fund does not reimburse officersCopies of the Trust, or regular employeesFunds’ most recent annual and agents involved insemi-annual reports may be requested without charge by writing to the solicitation of proxies.
The expenses in connection with preparing this Proxy Statement and its enclosures and all related legal expenses and all solicitations will be paid by Semper.
Service Providers
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 isFunds, c/o U.S. BancorpBank Global Fund Services, LLC, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202. U.S. Bank, N.A., located53202 or by calling toll-free (855) 736-7799.
GENERAL INFORMATION Other Matters to Come Before the Special Meeting. The Trust’s management does not know of any matters to be presented 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 asSpecial Meeting other than the Fund’s principal underwriter.proposals described above. If other business should properly come before the Special Meeting, the proxy holders will vote thereon in accordance with their best judgment.
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 TrusteesShareholder Proposals. (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’sThe Agreement and Declaration of Trust, a Trustee serves duringas amended, and the continued lifetimeAmended and Restated By-laws of the Trust until he/she dies, resigns, is declared bankrupt or incompetent bydo not provide for annual meetings of shareholders, and the Trust does not currently intend to hold such meetings in the future. Shareholder proposals for inclusion in 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 dayproxy statement for any subsequent meeting of the calendar year in which his or her 75th birthday occurs.Trust’s shareholders must be received by the Trust a reasonable period of time prior to any such meeting.
(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
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.(855) 736-7799. If you currently receive multiple copies of Proxy Statements or shareholder reports and would like to request to receive a single copy of documents in the future, please call the toll-free number(855) 736-7799 or write to the address above.Funds, c/o U.S. Bank Global Fund Services at 615 East Michigan Street, Milwaukee, Wisconsin 53202.
EXHIBITExhibit A
ADVISORS SERIES TRUST
INVESTMENT ADVISORY AGREEMENT
with
Semper Capital Management, L.P.MEDALIST PARTNERS, LP
This INVESTMENT ADVISORY AGREEMENT is made as of the [ […]th day of March, 2018,, 2023, by and between Advisors Series Trust, a Delaware statutory trust (hereinafter called the(the “Trust”), on behalf of the series of the Trust indicated on Schedule A, which may be amended from time to time (each a(the “Fund”), and together the “Funds”) and Semper Capital Management, L.P.,investment adviser of the Fund, Medalist Partners, LP, a Delaware limited partnership (hereinafter called the(the “Adviser”).
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 Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is engaged in the business of supplying investment advice as an independent contractor; and
WHEREAS, the Trust desires to retain the Adviser to render advice and services to the Fund pursuant to the terms and provisions of this Agreement, and the Adviser desires to furnish said advice and services;
WHEREAS, the Adviser agrees to serve as the investment adviser for the Fund on the terms and conditions set forth herein; and
WHEREAS, the Adviser may retain one or more sub-advisors (the “Sub-Advisors”) to render portfolio management services to the Fund pursuant to an investment sub-advisory agreement between a Fund, the Adviser and each such Sub-Advisor (each, a “Sub-Advisory Agreement”).
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. The Trust hereby employs the Adviser and the Adviser 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 of Trustees” or “Board”).In rendering such services, the Adviser may, with the consent of the Board as described below, engage one or more Sub-Advisors to provide day-to-day management of all or a portion of the Fund’s portfolio, including the purchase and sale of securities held in the portfolio of the Fund, subject to the oversight and supervision of the Adviser.
2.DUTIES OF ADVISER.
(a)
a.GENERAL DUTIES. The Adviser 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; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Adviser (collectively, the “Investment Policies”).In providing such services, the Adviser 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.law and shall supervise and oversee any services provided by any Sub-Advisor to the Fund.
Without limiting the generality of the foregoing, the Adviser 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., 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 (or delegate such responsibility to vote proxies), and file beneficial ownership reports required by Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), for the Fund; (iv) maintain records relating to the advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or the Fund pursuant to applicable laws;law; (v) furnish reports, statements and other data on securities, valuations of Fund assets, economic conditions and other matters related to the investment of the Fund’s assets which the 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’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. Trustees; and (vii) shall be responsible for overseeing the performance of the Sub-Advisors.The Adviser may pay the Sub-Advisor a portion of the compensation received by the Adviser hereunder; provided, however, that the Adviser shall remain fully liable for all of its obligations under this Agreement.It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.
(b)
b.BROKERAGE. The In connection with the investment and reinvestment of the assets of the Fund, the Adviser shall be responsibleis authorized (and can delegate to Sub-Advisors) to select the brokers, dealers or futures commission merchants that will execute purchase and sale transactions for decisionsthe Fund’s portfolio, to buy and sell securitiesexecute for the Fund as its agent and attorney-in-fact standard customer agreements and other documentation in connection with opening trading accounts with such brokers, dealers or futures commission merchants, including, but not limited to, ISDA agreements, and to use all reasonable efforts to obtain the best available price and most favorable execution (“best execution”) with respect to all such purchases and sales of portfolio securities for broker-dealer selection, and for negotiation of brokerage commission rates,said portfolio provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser 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. The Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Such records shall be made available to the Trust upon request.
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 Adviser 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 Adviser 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 Adviser 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’s overall responsibilities to clients for which it exercises investment discretion.Subject to the same policies and legal provisions, the Adviser 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, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor.
When the Adviser 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, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and of those other clients for the purchase or sale of the security. 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 Adviser 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 Adviser to open and maintain trading accounts in the name of the 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 Adviser shall select as provided herein. The Adviser further shall have the authority to instruct the custodian to pay cash for securities and other property delivered to the custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust from time to time. The Adviser shall not have authority to cause the custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.
(a)
3.REPRESENTATIONS OF THE ADVISER.
a.The Adviser shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.
(b) b.The Adviser shall maintain all licenses and registrations necessary to perform its duties hereunder in good order.
(c) c.The Adviser 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) d.The Adviser 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 Adviser 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 Adviser 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 respect to other clients, including affiliates of the Adviser, that may be similar or different from that given to the Fund.
5.ADVISER’S PERSONNEL.
The Adviser 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 Adviser shall be deemed to include any compliance staff and personnel required by the Adviser and reasonably requested by the Board of Trustees.
6.EXPENSES.
a.With respect to the operation of the Fund, the Adviser shall be responsible for (i) the Fund’s organizational expenses; (ii) providing the personnel, office space and equipment reasonably necessary to perform its obligations 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 Adviser 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; (vi) the fees and (vi)expenses of any Sub-Advisor engaged to provide investment advisory services to the Fund; and (vii) any costs of liquidating or reorganizing the Fund (unless such cost is otherwise allocated by the Board of Trustees).If the Adviser has agreed to limit the operating expenses of the Fund, the Adviser 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.
(b) 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, 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; taxes, if any; a pro rata portion of expenditures in connection with meetings of the Fund’s shareholders and the 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 Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Adviser; insurance premiums on property or personnel of the 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 applicable 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) c.The Adviser may voluntarily or contractually absorb certain Fund expenses.
(d) d.To the extent the Adviser incurs any costs by assuming expenses which are an obligation of the Fund as set forth herein, the Fund shall promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which the Fund is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from such Fund to the extent of the Adviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into account an allocated portion of the salaries and overhead of personnel performing such services.
(e) e.To the extent that the Adviser pays 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, the Adviser shall report such payments regularly to the Trust on the amounts paid and the relevant financial institutions.
7.INVESTMENT ADVISORY AND MANAGEMENT FEE.
(a)
a.The Fund shall pay to the Adviser, and the Adviser 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) b.The management fee shall be accrued daily by the Fund and paid to the Adviser on the first business day of the succeeding month.
(c) 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 Adviser 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) d.The fee payable to the Adviser under this Agreement will be reduced to the extent of any receivable owed by the Adviser to the Fund and as required under any expense limitation applicable to a Fund.
(e) e.The Adviser voluntarily 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 the 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 Adviser 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) f.Any such reductions made by the Adviser in its 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 inwithin the three year periodfollowing 36 months 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 reimbursement) will not cause the Fund to exceed the lesser of: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 Trusteesthe Board’s 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) g.The Adviser 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 Adviser hereunder.
8.NO SHORTING; NO BORROWING.
The Adviser 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 Adviser 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 Adviser 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 its responsibility for and control of the conduct of the affairs of the Trust and Fund. In this connection, the Adviser 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)
a.The Adviser 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) b.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) 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)
a.TheExcept as otherwise provided herein, the Adviser 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) other information, in each case only if supplied in writing by the Adviser for inclusion therein.
(b) b.Except as otherwise provided herein, the Adviser 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 Adviser in contradiction of the Investment Policies, other than losses or damages relating to lost profits.
(c) 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, the Adviser 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) 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 Indemnifying Party’s willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations or duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any Loss 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) e.No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Adviser, 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 Adviser 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 Adviser 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 Adviser 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 Adviser will adopt 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 Board of Trustees.
13.TRANSACTIONS WITH OTHER INVESTMENT ADVISERS.
The Adviser 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 Adviser 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. TERM.
This Agreement shall become effective at the time at the time a Fund receives an affirmative vote ofa written consent by a majority of shareholders entitled to vote on the outstanding voting securities ofmatter approving the FundAgreement 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 the vote of a majority of the Trustees of the Trust who are not interested persons of the Fund or the Adviser), 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.unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is specifically 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.The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings set forth in the Investment Company Act.Act, and the foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the Investment Company Act and the rules and regulations thereunder.
15.RIGHT TO USE NAME
The Adviser warrants that eachthe Fund’s name is not deceptive or misleading and that the Adviser 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 Adviser Fund managed by the Adviser shall be resolved by the Adviser. EachThe Fund acknowledgesacknowledge that its use of any distinctive name is derivative of its relationship with the Adviser. EachThe Fund may use the name connected with the Adviser or any name derived from or using the name of the FundsFund 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 and Fund shall cease to use such a name or any other name connected with the Adviser.
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 Adviser undertakes and agrees that, in the event that the Adviser shall cease to act as investment adviser to the Fund, the Adviser 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 Adviser may continue to use the Trust’s name for the sole purpose of identifying the Trust as an account formerly managed by the Adviser or as otherwise consented to bythe Trust in writing prior to such use.
It is additionally understood and hereby agreed that the name “Semper Capital Management”, “Semper Capital”, “Semper”“Medalist Partners, LP,” “Medalist” or any reasonable derivation of the same, is the property of the Adviser for copyright and all other purposes.The Trust undertakes and agrees that, in the event that the Adviser shall cease to act as investment adviser to the Funds,Fund, the Trust shall promptly take all necessary and appropriate action to discontinue use of the Adviser’s name and will further refrain from using the Adviser’s name; provided, however, that the Trust may continue to use the Adviser’s name for the sole purpose of identifying the Trust as an account formerly managed by the Adviser or as otherwise consented to by the Adviser in writing prior to such use.
16.TERMINATION; NO ASSIGNMENT.
(a)
a.This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty or by vote of a majority of the outstanding voting securities of athe Fund, at any time, with or without cause, 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, upon thirty (30) days’ written notice to the Fund. In the event of a termination or non-renewal of this Agreement, the Adviser 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 Adviser on behalf of the Fund to the Fund or its delegate.
(b) b.This Agreement shall terminate automatically in the event of any assignment transfer or thereof, as defined in the Investment Company Act.
17.BOOKS AND RECORDS. NONPUBLIC PERSONAL INFORMATION. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Adviser hereby agrees that all records which it maintains for the Fund is the property of the Trust and further agrees to surrender promptly to the Trust copies of any of such records upon the Trust’s request, provided, however, that Adviser may retain copies of any records to the extent required for it to comply with applicable laws. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the Investment Company Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the Investment Company Act and to preserve the records relating to its activities hereunder required by Rule 204-2 under the Advisers Act for the period specified in said Rule.
18.Nonpublic Personal Information.
Notwithstanding any provision herein to the contrary, the Adviser 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.Such written approval shall not be unreasonably withheld by the Trust and may not be withheld where the Adviser 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. 19.ANTI-MONEY LAUNDERING COMPLIANCE.
The Adviser 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 Adviser agrees to comply with the Trust’s Anti-Money Laundering Policy and the AML Laws, as the same may apply to the Adviser, 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.The Adviser 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. The Trust may disclose information regarding the Adviser 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. 20.CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES.
The Adviser 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 areis required to make certain certifications and have adopted disclosure controls and procedures. To the extent reasonably requested by the Trust, the Adviser 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 Adviser agrees to inform the Trust of any material development related to the Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes-Oxley Act.
21.SEVERABILITY.
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.
22.CAPTIONS.
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. 23.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.
| | | | | | | | | ADVISORS SERIES TRUST on behalf of the series listed on Schedule A | | SEMPER CAPITAL MANAGEMENT, L.P.Medalist Partners, LP | | | | By: ___________________ | | By: ______________________________ | | By: _______________________________________________________ | Name: Douglas G. HessJeffrey T. Rauman | | Name: Gregory A. ParsonsGreg Richter | | Title: President | | Title: Chief Executive Officer |
10
SCHEDULE A to the Investment Advisory Agreement
| | | | | | | Series or Fund of Advisors Series Trust | Annual Fee Rate as a Percentage of Average Daily Net Assets | SemperMedalist Partners MBS Total Return 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% of average net assets in excess of $2.5 billion | | Medalist Partners Short Duration Fund | 0.35% |
Semper MBS Total Return Fund PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 20, 2023
The undersigned hereby appoints Jeffrey T. Rauman, Kevin J. Hayden, and Elaine E. Richards, as proxies 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 11:00 Central time, on September 20, 2023, at the offices of U.S. Bank Global Fund Services, 777 East Wisconsin Avenue, 5th Floor, Milwaukee, Wisconsin 53202] (the “Meeting”). All shareholders are encouraged to cast a vote for their shares prior to September 20, 2023 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. Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free (800) 290-6428. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding Availability of Proxy Materials for the Special Meeting of Shareholders to be held September 20, 2023. The Proxy Statement for this meeting is available at:
https://vote.proxyonline.com/semper/docs/proxy2023.pdf
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
| | | | | | | Semper MBS Total Return Fund | PROXY CARD | YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.The signer(s) acknowledges receipt with this Proxy Statement of the Board of Trustees. Your signature(s) on this should be exactly as your name(s) appear on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.
|
SIGNATURE (AND TITLE IF APPLICABLE) DATE
SIGNATURE (IF HELD JOINTLY) DATE
|
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. When properly executed, this proxy will be voted as indicated or “FOR” the proposal if no choice is indicated. The proxy will be voted in accordance with the proxy holders’ best judgment as to any other matters that may arise at the Special 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:● | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FOR | AGAINST | ABSTAIN | | | 1. | To approve an Investment Advisory Agreement between Medalist Partners LP and the Trust, on behalf of the Fund. | ○ | ○ | ○ | | 2. | To transact such other business as may properly come before the Special Meeting and any adjournments thereof. | ○ | ○ | ○ |
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
Semper Short Duration Fund PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 20, 2023
The undersigned hereby appoints Jeffrey T. Rauman, Kevin J. Hayden, and Elaine E. Richards, as proxies 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 11:00 Central time, on September 20, 2023, at the offices of U.S. Bank Global Fund Services, 777 East Wisconsin Avenue, 5th Floor, Milwaukee, Wisconsin 53202] (the “Meeting”). All shareholders are encouraged to cast a vote for their shares prior to September 20, 2023 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. Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free (800) 290-6428. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding Availability of Proxy Materials for the Special Meeting of Shareholders to be held September 20, 2023. The Proxy Statement for this meeting is available at:
https://vote.proxyonline.com/semper/docs/proxy2023.pdf
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
| | | | | | | Semper Short Duration Fund | PROXY CARD | | YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. The signer(s) acknowledges receipt with this Proxy Statement of the Board of Trustees. Your signature(s) on this should be exactly as your name(s) appear on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing. |
_______________________________________________________________
SIGNATURE (AND TITLE IF APPLICABLE) DATE
_______________________________________________________________
SIGNATURE (IF HELD JOINTLY) DATE
|
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. When properly executed, this proxy will be voted as indicated or “FOR” the proposal if no choice is indicated. The proxy will be voted in accordance with the proxy holders’ best judgment as to any other matters that may arise at the Special 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:● | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FOR | AGAINST | ABSTAIN | | | 1. | To approve an Investment Advisory Agreement between Medalist Partners LP and the Trust, on behalf of the Fund. | ○ | ○ | ○ | | 2. | To transact such other business as may properly come before the Special Meeting and any adjournments thereof. | ○ | ○ | ○ |
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE] |
