UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Advisors Series TrustADVISORS SERIES TRUST
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Proxy Materials
Please Cast Your Vote Now!
Semper MBS Total Return Fund
O'Shaughnessy Market Leaders ValueSemper Short Duration Fund (OFVIX)
(each a series of Advisors Series Trust)
c/o U.S. Bank Global Fund Services
615 East Michigan Street,
Milwaukee, WIWisconsin 53202
November 15, 2021
December 29, 2022
Dear Shareholder:
I am writing to inform you about an upcoming special shareholder meeting (the “Meeting”“Special Meeting”) of the O’Shaughnessy Market Leaders Valueshareholders of the Semper MBS Total Return Fund and Semper Short Duration Fund (the “Fund”“Funds”), each a series of Advisors Series Trust (the “Trust”),. The Special Meeting is being held to seek shareholder approval of the proposals (the “Proposals”) discussed below and in the accompanying Proxy Statement:
(i)approval of an investment sub-advisory agreement between Semper Capital Management, L.P. and Medalist Partners LP, on behalf of each Fund; and
(ii)approval for the Funds to operate under a “manager of managers” arrangement, which would allow greater flexibility with respect to changing sub-advisory arrangements; and
(iii)to transact such other business as may properly come before the Special Meeting and any adjournments thereof.
Enclosed you will find a notice of the Special Meeting, a Proxy Statement with additional information about the Proposals, and a proxy card with instructions for voting. Following this letter, you will find questions and answers regarding the Proxy Statement that are designed to help you understand the Proxy Statement and how to cast your votes. These questions and answers are being provided as a supplement to, not a substitute for, the Proxy Statement, which we urge you to review carefully.
The Board of Trustees of the Trust believes the Proposals are in the best interest of the Funds and their shareholders and recommend that you vote “FOR” the proposals. Importantly, approval of the Proposals will not result in any increase in shareholder fees.
The Special Meeting is scheduled to be held at 11:00 a.m. Central time on February 15, 2023, at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI, 53202 on December 20, 2021, at 11:30 a.m. Central Time. WeWisconsin 53202. If you are sensitive to the public health concerns our shareholders may have and recommendations that public health officials have issued in light of the public health impact of the coronavirus pandemic (COVID-19) and its evolving nature. As a result, we may impose additional procedures or limitations on Meeting attendees or may decide to hold the Meeting in a different location. We plan to announce any such updates at the following location: (https://vote.proxyonline.com/OShaughnessy/docs/proxy2021.pdf), and we encourage you to check this weblink prior to the Meeting if you plan to attend.
At the Meeting, shareholders will be asked to: approve a new investment advisory agreement (the “New Investment Advisory Agreement”) between O’Shaughnessy Asset Management, LLC (“OSAM” or the “Adviser”) and the Trust on behalf of the Fund. The New Investment Advisory Agreement is required under the Investment Company Act of 1940, as amended (the “1940 Act”) because of a proposed change in the ownership of OSAM. The costs associated with this Proposal will be paid by the Adviser as described in the attached Proxy Statement.
The proposal relates to the approval of a New Investment Advisory Agreement for the Fund, which will not result in any change in the Fund’s investment strategies, advisory fees or portfolio management team. On September 29, 2021, OSAM, the current investment adviser to the Fund, entered into an agreement to be acquired by Franklin Resources, Inc. (“Franklin Templeton”). As a result of this strategic acquisition, a change of control will be triggered when the acquisition is completed, pursuant to which OSAM would become a wholly-owned subsidiary of Franklin Templeton (the “Transaction”). After the Transaction, OSAM expects its investment management team to remain intact and will continue to operate under the OSAM brand name. The Transaction is expected to be completed in the fourth quarter of 2021.
The new ownership structure will not result in any changes for existing shareholders of the Fund. The Adviser’s portfolio managers and key personnel after the close of the Transaction will be the same individuals as prior to the Transaction. There will be no change in the investment advisory fee and the expenses paid by shareholders of the Fund are not expected to change as a result of the change in control of OSAM. However, under the federal securities laws, this change in ownership of OSAM causes the current investment advisory agreement (the “Prior Investment Advisory Agreement”) between the Trust, on behalf of the Fund, and OSAM to automatically terminate at the close of the Transaction. Accordingly, a new investment advisory agreement must be approved by the Fund’s shareholders in order for OSAM to continue to serve as the investment adviser to the Fund. However, shareholder approval of the New Investment Advisory Agreement is not a condition to closing the Transaction.
As a result, the Trust’s Board of Trustees (the “Board”), including a majority of the Trustees who are not “interested persons” of the Trust, as defined under the 1940 Act, at a meeting held on October 18, 2021, determined that it would be in
the best interests of the Fund and its shareholders to approve the New Investment Advisory Agreement with respect to the Fund that will take effect following the close of the Transaction, subject to shareholder approval. The terms of the New Investment Advisory Agreement are substantially identical to the terms of the Prior Investment Advisory Agreement, except for the dates of execution, effectiveness, and termination. There will be no change in the investment advisory fee and the expenses paid by shareholders of the Fund are not expected to change as a result of the change in control of OSAM. In order for OSAM to continue as the Fund’s investment adviser, to provide the same day-to-day investment management services it has provided since inception on February 26, 2016 for the Fund, the shareholders of the Fund must approve the New Investment Advisory Agreement. In the event the Fund is not able to obtain shareholder approval prior to the termination of the Prior Investment Advisory Agreement, the Board, including a majority of the Independent Trustees, at the meeting held on October 18, 2021 also approved an interim investment advisory agreement (the “Interim Investment Advisory Agreement”) between the Trust on behalf of the Fund and OSAM, so that OSAM could continue managing the Fund after the change of control. Pursuant to Rule 15a‑4 under the 1940 Act, the Interim Investment Advisory Agreement will allow the Fund an additional 150 days to obtain shareholder approval of the New Investment Advisory Agreement. The terms of the Interim Investment Advisory Agreement would be substantially identical to the terms of the Prior Investment Advisory Agreement, except for the term and escrow provisions of the agreement described in the Proxy Statement. Under the Interim Investment Advisory Agreement, management fees earned by OSAM would be held in an interest-bearing escrow account until shareholders approve the New Investment Advisory Agreement with OSAM. The Board will implement the Interim Investment Advisory Agreement for a period of no more than 150 days in order to determine appropriate action, which could include continuing to solicit shareholder approval on the New Investment Advisory Agreement.
The Board of Trustees recommends that you vote in favor of the Proposal.
The attached Proxy Statement describes the Proposal and the voting process for shareholders. The Board asks that you read it carefully and vote in favor of the Proposal. Please return your proxy card in the postage-paid envelope as soon as possible. You also may vote over the Internet or by telephone. Please follow the instructions on the enclosed proxy card to use these methods of voting.
Thank you for your continued support.
Sincerely,
Christopher Loveless
President
O’Shaughnessy Asset Management, LLC
Voting is quick and easy. Everything you need is enclosed. To cast your vote:
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| PHONE: Call the toll-free number on your proxy card. Enter the control number on your proxy card and follow the instructions. |
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| INTERNET: Visit the website indicated on your proxy card. Enter the control number on your proxy card and follow the instructions. |
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| MAIL: Complete the proxy card(s) enclosed in this package. BE SURE TO SIGN EACH CARD before mailing it in the postage-paid envelope. |
TABLE OF CONTENTS
Important information to help you understand and vote on the Proposal:
Please read the full text of the proxy statement. Below is a brief overview of the Proposal to be voted upon. Your vote is important.
What is this document and why did you send it to me?
We are sending this document to you for your use in connection with the Board’s solicitation of your vote to approve one proposal: a new investment advisory agreement with O’Shaughnessy Asset Management, LLC, a Delaware limited liability company (“OSAM” or the “Adviser”) to enable OSAM to continue as the investment adviser for the O’Shaughnessy Market Leaders Value Fund (the “Fund”), a series of Advisors Series Trust (the “Trust”).
At a meeting of the Trust’s Board of Trustees (the “Board”) held on October 18, 2021, the Board approved the Proposal, subject to shareholder approval. The Board recommends that shareholders also approve the Proposal.
This document includes a Notice of Meeting of Shareholders, a Proxy Statement, and Proxy Card.
What is the Proposal about?
You are being asked to approve a new investment advisory agreement between OSAM and the Trust on behalf of the Fund (the “New Investment Advisory Agreement”).
On September 29, 2021, OSAM, the current investment adviser to the Fund, entered into an agreement to be acquired by Franklin Resources, Inc. (“Franklin Templeton”). As a result of this strategic acquisition, a change of control will be triggered when the acquisition is completed, pursuant to which OSAM would become a wholly-owned subsidiary of Franklin Templeton (the “Transaction”). After the Transaction, OSAM expects its investment management team to remain intact and will continue to operate under the OSAM brand name. The Transaction is expected to be completed in the fourth quarter of 2021.
Under the Investment Company Act of 1940, as amended (the “1940 Act”), this may be considered a technical “change of control” of the Adviser (as defined by the 1940 Act), and as such would trigger an automatic termination of the current investment advisory agreement (the “Prior Investment Advisory Agreement”) between the Adviser and the Trust on behalf of the Fund at the closing of the Transaction.
As a result, the Board, including a majority of the Trustees who are not “interested persons” of the Trust, as defined under the 1940 Act, at a meeting held on October 18, 2021, determined that it would be in the best interests of the Fund and its shareholders to approve the New Investment Advisory Agreement that will take effect following the close of the Transaction, subject to shareholder approval. Accordingly, the Fund needs shareholders to approve the New Investment Advisory Agreement in order to replace the Prior Investment Advisory Agreement, which will allow OSAM to continue to serve as the Fund’s investment adviser. The terms of the New Investment Advisory Agreement are substantially identical to the terms of the Prior Investment Advisory Agreement, except for the dates of execution, effectiveness, and termination. The New Investment Advisory Agreement will not affect the investment management fee charged to the Fund, which will remain at 0.55% of average net assets up to $25 million, 0.45% of average net assets on the next $75 million, and 0.35% of average net assets in excess of $100 million. Moreover, the expense limitation agreement that is currently in place for the Fund’s total operating expenses, 0.65% of the Fund’s average daily net assets, will remain unchanged for at least two years from the effective date of the New Investment Advisory Agreement.
In the event that the Fund’s shareholders do not approve the New Investment Advisory Agreement prior to the closing of the Transaction, the Board has approved an interim investment advisory agreement (the “Interim Investment Advisory Agreement”) with OSAM in order to continue solicitation of the Fund’s shareholders and will consider whether there are other options to secure permanent investment advisory arrangements for the Fund.
How will approval of the Proposal affect the management and operation of the Fund?
The Fund’s investment strategies, advisory fee and other terms will not change as a result of the New Investment Advisory Agreement. The same portfolio management team will continue to manage the Fund and be responsible for day-to-day management and there is not expected to be any change in the nature, extent or quality of the services provided by the Adviser to the Fund.
Is anything changing at OSAM related to the change of control?
Other than OSAM becoming a wholly-owned subsidiary within Franklin Templeton at the closing of the Transaction no other changes are expected to occur with respect to the day-to-day management of the Fund or the Adviser. OSAM will continue to operate under the OSAM brand name and maintain its Form ADV filings with the Securities and Exchange Commission.
How will approval of the Proposal affect the expenses of the Fund?
The proposed approval of the New Investment Advisory Agreement with OSAM will not result in any change in the investment advisory fee paid by the Fund to OSAM. Additionally, there will be no change in the contractual expense limitations for at least a period of two years from the effective date of the New Investment Advisory Agreement. In addition, the expenses paid by shareholders of the Fund are not expected to change as a result of the change in control of OSAM.
What are the primary reasons for the selection of OSAM as the investment adviser of the Fund?
The benefits of approving the New Investment Advisory Agreement include continuity in the portfolio management of the Fund and retaining the current investment personnel. The Board weighed a number of factors in reaching its decision to allow the Adviser to continue as the investment adviser for the Fund, including the history, reputation, qualifications and resources of OSAM and the fact that OSAM’s current portfolio managers would continue to provide the day-to-day management of the Fund. The Board also considered that, as a result of the proposal, the Fund’s advisory fee would not increase and that all costs incurred by the Fund as a result of this change in control would be borne by OSAM, not the Fund’s shareholders. Other expected benefits include maintaining the current relationships with third-party vendors and avoiding the costs of finding a new investment adviser. The Board additionally considered that OSAM believes that being a wholly-owned subsidiary of Franklin Templeton will provide access to broader resources, which may help to better serve shareholders’ needs. Please see “Board Recommendation of Approval” in the Proxy Statement for a full discussion of the Board’s considerations.
Will there be changes to the Board of Trustees and service providers for the Fund?
No. The Fund anticipates retaining the same service providers as before the closing of the Transaction.
Are there any material differences between the Prior Investment Advisory Agreement and the proposed New Investment Advisory Agreement?
No. There are no material differences between the Prior Investment Advisory Agreement and the proposed New Investment Advisory Agreement.
Has the Board approved the Proposal?
Yes. The Board approved the proposal set forth herein, subject to shareholder approval. The Board recommends that shareholders also approve the Proposal.
Who is AST Fund Solutions, Inc.?
AST Fund Solutions, Inc.is a third-party proxy vendor that the Fund has engaged to contact shareholders and record proxy votes. In order to hold a shareholder meeting, a quorum must be reached. If a quorum is not attained, the meeting must adjourn to a future date. Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your vote.
Who is paying for this proxy mailing and for the other expenses and solicitation costs associated with this shareholder meeting and what will these costs be?
The cost of this proxy mailing and the other costs associated with this Proposal will be paid by the Adviser, and the costs will be approximately $40,000.
What will happen if the Proposal is not approved by shareholders?
If sufficient votes are not obtained to approve the Proposal with respect to the Fund, the Board will consider what further action to take, including adjourning the special meeting for the Fund and making a reasonable effort to solicit support with respect to the proposal in order to receive sufficient votes. The Adviser will provide investment advisory services to the Fund for up to 150 days following the effective date of the Interim Investment Advisory Agreement and compensation earned by the Adviser under the Interim Investment Advisory Agreement will be held in an interest-bearing escrow account. If shareholders of the Fund approve the New Investment Advisory Agreement prior to the end of the 150-day period, the amount held in the escrow account under the Interim Investment Advisory Agreement will be paid to the Adviser. If, after additional proxy solicitation, the proposal is not approved within 150 days following the effective date of the Interim Investment Advisory Agreement, OSAM will no longer provide advisory services to the Fund (unless an extension of the 150-day period is permitted by a rule or interpretative position of the staff of the U.S. Securities and Exchange Commission) and only the lesser of the costs incurred (plus interest) or the amount in the escrow account (plus interest) will be paid to OSAM. In such case, the Board will consider alternative actions, taking into account the best interests of the Fund and its shareholders, including (without limitation) the recommendation of one or more other investment advisers, subject to approval by the Fund’s shareholders, or the liquidation of the Fund. The Interim Investment Advisory Agreement will be implemented if shareholder approval of the New Investment Advisory Agreement is not obtained before the Transaction closes.
Who is eligible to vote?
Shareholders of record of the Fund as of the close of business on October 29, 2021 (the “Record Date”)December 12, 2022, you are entitled to be present andentitled to vote at the special meeting of shareholders (the “Meeting”) orSpecial Meeting and at any adjournment thereof. Shareholders of record of the FundYour vote is extremely important. While you are welcome to join us at the close of business on the Record DateSpecial Meeting, most shareholders will be entitled to cast one vote for each full sharetheir votes by filling out, signing, and a fractional vote for each fractional share they hold on the Proposal presented at the Meeting.
How is a quorum for the Meeting established?
The presence of 40% of the outstanding shares of the Fund entitled to vote, present in person or represented by proxy, constitutes a quorum for the Proposal for the Fund. Proxies returned for shares that represent broker non-votes, and shares whose proxies reflect an abstention on any item, are all counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists. However, since such shares are not voted in favor of the Proposal, they have the effect of counting as a vote AGAINST the Proposal. If a quorum is not present for the Fund at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve the Proposal are not received on behalf of the Fund, or if other matters arise requiring shareholder attention, persons named as proxy agents may propose one or more adjournments of the Meeting to permit further solicitation of proxies with respect to the Fund.
What vote is required to approve the Proposal?
With respect to the Proposal, approval of the New 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 Meeting, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.
How do I vote my shares?
Although you may attend the Meeting and vote in person, you do not have to. You can vote your shares by completing and signingreturning the enclosed proxy card, voting by telephone, or voting using the internet. By responding promptly, you will save the expense of additional follow-up mailings and mailing it in the enclosed postage-paid envelope. You may alsosolicitations. Please vote by touch-tone telephone by calling the toll-free number printed on your proxy card and following the recorded instructions.
today.
In addition, you may vote through the Internet by visiting the Internet address printed on your proxy card and following the online instructions. If you need any assistance or have any questions regarding the proposalProposals or howProxy Statement, please do not hesitate to vote your shares, please call AST Fund Solutions, Inc.at 1 (866) 829-0542.toll-free 1-877-478-5042. Representatives arewill be available to assist youMonday through Friday, 9 a.m. to 10 p.m., Eastern Time.time.
IfThank you simply signfor taking the time to consider these important proposals and date the proxy card but do not indicate a specific vote,for your shares will be voted “FOR” the Proposal and grant discretionary authority to the persons namedcontinuing investment in the card as to any other matters that properly come before the Meeting. Abstentions will be treated as votes “AGAINST” the Proposal.Funds.
Shareholders who execute proxies may revoke them at any time before they are voted by (1) filing with the Fund a written notice of revocation, (2) timely voting a proxy bearing a later date, or (3) by attending the Meeting and voting in person.Sincerely,
Please complete, sign and return the enclosed proxy card in the enclosed envelope. You may vote your proxies by Internet or telephone in accordance with the instructions set forth on the enclosed proxy card. No postage is required if mailed in the United States.Gregory A. Parsons
Chief Executive Officer
Semper Capital Management, L.P.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD December 20, 2021
O’SHAUGHNESSY MARKET LEADERS VALUE FUND
(Semper MBS Total Return Fund
Semper Short Duration Fund
each a series of Advisors Series Trust)
c/o U.S. Bank Global Fund Services
615 East Michigan Street, Milwaukee, Wisconsin 53202
Milwaukee, WI 53202
NOTICE OF SPECIAL MEETING
TO BE HELD February 15, 2023
Notice is hereby given that a Special MeetingA special meeting of Shareholdersshareholders (the “Meeting”“Special Meeting”) of the O’Shaughnessy Market Leaders ValueSemper MBS Total Return Fund and Semper Short Duration Fund (the “Fund”“Funds”), each a series of Advisors Series Trust (the “Trust”), will be held on February 15, 2023, at 11:00 a.m. Central time, at the offices of the Funds’ administrator, U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI, 53202 on December 20, 2021, at 11:30 a.m. Central Time.
We are sensitive to the public health concerns our shareholders may have and recommendations that public health officials have issued in light of the public health impact of the coronavirus pandemic (COVID-19) and its evolving nature. As a result, we may impose additional procedures or limitations on Meeting attendees or may decide to hold the Meeting in a different location. We plan to announce any such updates at the following location: (https://vote.proxyonline.com/OShaughnessy/docs/proxy2021.pdf), and we encourage you to check this weblink prior to the Meeting if you plan to attend.
Wisconsin 53202. At the Special Meeting, or any adjournments thereof, shareholders of theeach Fund will be asked to act upon the following Proposal, which is more fully described in the accompanying Proxy Statement dated November 15, 2021:proposals:
PROPOSAL 1:1: To approve a New Investment Advisory Agreementan investment sub-advisory agreement between O’Shaughnessy AssetSemper Capital Management, LLC (“OSAM”or the “Adviser”),L.P. and the TrustMedalist Partners LP, on behalf of theeach Fund.No increase in shareholder fees or expenses is being proposed.
PROPOSAL 2: If necessary,2: To approve a “manager of managers” arrangement that would grant each Fund and Semper Capital Management, L.P. greater flexibility to adjourn or postponechange sub-advisory arrangements without shareholder approval, but subject to prior approval by the Meeting to permit further solicitationBoard of proxies in the event that a quorum does not exist or a quorum exists but there are not sufficient votes at the timeTrustees of the Trust.
PROPOSAL 3: To transact such other business as may properly come before the Special Meeting to approve the Proposal.and any adjournments thereof.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDSRECOMMEND THAT YOU VOTE “FOR” EACH PROPOSAL.THE PROPOSALS.
The Trust’s Board of Trustees has fixed the close of business on October 29, 2021December 12, 2022, as the record date for the determination of the shareholders entitled to notice of, and to vote at, the Special Meeting and any adjournments thereof. In addition to the proposals above, shareholders may also consider any other business as may be properly brought before the Special Meeting.
Please read the accompanying Proxy Statement for a full discussionStatement. Your vote is very important to us regardless of the Proposal.
number of votes you hold.
Shareholders who do not expect to attend the Special Meeting are requested tocomplete, sign, and promptly return the enclosed proxy cardso that a quorum will be present and a maximum number of shares may be voted for the Funds. In the alternative, please call the toll-free number on your proxy card to vote by telephone or go to the website shown on your proxy card to vote over the internet. Proxies may be revoked prior to the Special Meeting by giving written notice of such revocation to the Secretary of the Trust prior to the Special Meeting, delivering a subsequently dated proxy card by any of the methods described above, or by voting in person at the Special Meeting.
By Order of the Board of Trustees,
Elaine E. Richards
Secretary
Advisors Series Trust
November 15, 2021December 29, 2022
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND THE PROPOSALS
Below is a brief overview of the matters being submitted to a shareholder vote. Your vote is very important, – please vote your shares promptly.
Shareholders are invited to attend the Meeting. Please note, no representatives from the Adviser or the Board will be attending the Meeting. Shareholders are urged to vote using the touch-tone telephone or Internet voting instructions found on the enclosed proxy card or indicate voting instructions on the enclosed proxy card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be. Please read the full text of the proxy statement (“Proxy Statement”), which contains additional information about the proposals (the “Proposals”), and keep it for future reference.
QUESTIONS AND ANSWERS
Q. Why are you sending me this information?
A. You are receiving these proxy materials because you have the right to vote on important Proposals concerning your investment in the Semper MBS Total Return Fund and/or Semper Short Duration Fund (each a “Fund” and collectively the “Funds”).
Q. What are the Proposals being considered at the Meeting?
A. You are being asked to vote on the following proposals:
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| Proposal | Description | Funds |
| 1 | To approve an investment sub-advisory agreement between Semper Capital Management, L.P. and Medalist Partners LP, on behalf of each Fund. No increase in shareholder fees or expenses is being proposed. | Each Fund, voting separately |
| 2 | To approve a “manager of managers” arrangement that would grant each Fund and Semper Capital Management, L.P. greater flexibility to change sub-advisory arrangements without shareholder approval, but subject to prior approval by the Board of Trustees of the Trust. | Each Fund, voting separately |
| 3 | To transact such other business as may properly come before the Special Meeting and any adjournments thereof. | Each Fund, voting separately |
Q. Will either of the Proposals affect the investments made by the Funds?
A. No. Approval of the Proposals by Fund shareholders will not have any effect on the principal investment strategies used by either Fund.
Q. Will Proposal 1 result in any change in the fees or expenses payable by the Funds?
A. No. Approval of Proposal 1 by Fund shareholders will not affect the fees or expenses payable by the Funds. If the Sub-Advisory Agreement is approved by a Fund’s shareholders, Semper Capital Management, L.P. (the “Advisor”) will pay a sub-advisory fee to Medalist Partners LP (the “Sub-Advisor”) for services it provides to that Fund. As the sub-advisory fee is paid by the Advisor and not the Funds, the fees and expenses for each Fund will not be impacted as a result of either proposal.
Q. Why am I being asked to approve a Sub-Advisory Agreement?
A. The Advisor has determined that it would benefit each Fund and its shareholders if Medalist were to serve as a Sub-Advisor to each of the Funds. In its role as Sub-Advisor, Medalist will provide the existing portfolio manager(s) with additional investment research support, primarily related to structured fixed income securities. This additional support will enable the portfolio manager to leverage the investment analysis of Medalist for certain securities in which the Funds invest. The existing portfolio manager(s) will remain responsible for oversight of Medalist and for day-to-day management of the assets in each Fund and will retain final decision making authority with respect to selection of Fund portfolio holdings.
Q. Will there be any changes in the services provided by the Advisor to the Funds under the Sub-Advisory Agreement?
A. No. Under the proposed arrangements the Advisor will continue to provide substantially the same day-to-day portfolio management services to the Funds as it currently provides. The only change is that for structured fixed income securities, Medalist will provide investment research and recommendations to the Funds’ portfolio manager(s). Investment recommendations made by Medalist will be subject to review and implementation by the existing portfolio manager(s).
Q. Why am I being asked to approve a “manager of managers” arrangement?
A. The Advisor previously received “manager of managers” exemptive relief from the Securities and Exchange Commission (the “SEC”) for another fund within the Trust that has since been liquidated. The Advisor intends to amend its application for relief to cover the Funds. The “manager of managers” relief will provide the Advisor with the flexibility to enter into and materially amend sub-advisory agreements in the future with affiliated or unaffiliated sub-advisors, with the approval of the Board, but without shareholder approval. This exemptive relief would allow the Funds to avoid the costs and delays associated with holding a shareholder meeting. There is no guarantee that the SEC will grant the relief requested in the Advisors amended application.
The proposed “manager of managers” relief will empower the Board, on behalf of the Funds, to approve a new sub-advisor, or change an existing sub-advisor, without a proxy solicitation. Under the arrangement, shareholders will receive substantially the same information about a sub-advisor change as they would have received if they had received voting materials for the change. This information will be delivered to shareholders within 90 days after the change. The Board, including a majority of the trustees who are not interested persons of the Trust as defined under the Investment Company Act of 1940, as amended, is required to approve any agreement with a new sub-advisor or any change in an existing sub-advisor’s agreement.
Q. Will Proposal 2 result in any change in the fees or expenses payable by the Funds?
A. No. If a new sub-advisor charges a higher fee than its predecessor (or if an existing sub-advisor increases its fee), the Advisor would not be permitted to pass these costs on to the Funds without first obtaining shareholder approval. Therefore, a new sub-advisor may charge a higher fee than its predecessor (or an existing sub-advisor may increase its fee) without shareholder approval, as long as the increase in sub-advisory fees does not result in an increase in that Fund’s overall management fee.
Q. Will there be any changes to the portfolio management team for my Fund?
A. No. The Funds’ existing portfolio management team will not change if shareholders approve the Proposals. It is anticipated, that effective March 30, 2023, Vesta Marks, CFA, Managing Director, a portfolio manager and Head of Trading at the Advisor, will join Thomas Mandel, CFA, CIO, as a portfolio manager for each Fund. This change is unrelated to the proposals being considered.
Q. Will there be any changes to the Funds’ investment policies, strategies or risks in connection with the Sub-Advisory Agreement?
A. Each Fund’s investment policies, strategies, and risks will not change as a result of either Proposal
Q. What will happen if Fund shareholders do not approve either Proposal?
A. Each Fund will vote separately on each Proposal. It is possible that the Proposals may be approved by shareholders of one Fund but not by shareholders of the other Fund. If that were the case, management expects that the shareholder meeting would be adjourned for the particular Fund to give more time to solicit shareholder votes in favor of the Proposal or Proposals that did not receive shareholder approval. Each Proposal will be implemented with respect to the Funds that approved it. In the case that a Proposal is not approved, the Board will consider other possible courses of action. The Board will take such action
as it deems necessary and in the best interests of that Fund and its shareholders, which may include further solicitation of that Fund’s shareholders or solicitation of the approval of different proposals.
Q. How does the Board recommend that I vote in connection with the Proposals?
A. The Board unanimously recommends that you vote “FOR” the approval of the Proposals described in the Proxy Statement.
OTHER MATTERS
Q. Will my Fund pay for this proxy solicitation?
A. No. The Advisor or its affiliates will pay for the costs of this proxy solicitation, including the printing and mailing of the Proxy Statement and related materials.
Q. How can I vote my shares?
A. For your convenience, there are several ways you can vote:
By Mail: Vote, sign and return the enclosed proxy card(s) in the enclosed self-addressed, postage-paid envelope;
By Telephone: Call the number printed on the enclosed proxy card(s);
By Internet: Access the website address printed on the enclosed proxy card(s); or
In Person: Attend the Meeting as described in the Proxy Statement.
Q. How may I revoke my proxy?
A. Any proxy may be revoked at any time prior to its use by written notification received by the Trust’s Secretary, by the execution and delivery of a later-dated proxy, or by attending the Meeting and voting in person. Shareholders whose shares are held in “street name” through their broker will need to obtain a legal proxy from their broker and present it at the Meeting in order to vote in person. Any letter of revocation or later-dated proxy must be received by the appropriate Fund prior to the Meeting and must indicate your name and account number to be effective. Proxies voted by telephone or Internet may be revoked at any time before they are voted at the Meeting in the same manner that proxies voted by mail may be revoked.
Q. Where can I obtain additional information about this Proxy Statement?
A. If you need any assistance, or have any questions regarding the Proposals or how to vote your shares, please call our proxy solicitor, AST Fund Solutions (the “Proxy Solicitor”), at 1-877-478-5042. Representatives are available to assist you Monday through Friday, 9:00 a.m. to 10:00 p.m. Eastern Time.
O’SHAUGHNESSY MARKET LEADERS VALUE FUND
(Semper MBS Total Return Fund
Semper Short Duration Fund
each a series of Advisors Series Trust)
c/o U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WIWisconsin 53202
| | |
PROXY STATEMENT December 29, 2022 |
PROXY STATEMENT
November 15, 2021
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON December 20, 2021
Introduction
This Proxy Statement is being furnished in connection withto the solicitation byshareholders of the Semper MBS Total Return Fund and the Semper Short Duration Fund (together the “Funds”), each a series of Advisors Series Trust (the “Trust”), an open-end management investment company, on behalf of the Trust’s Board of Trustees (the “Board”) in connection with each Fund’s solicitation of Advisors Series Trustits shareholders’ proxies for use at a special meeting of shareholders of the Funds (the “Trust) of proxies“Special Meeting”) to be votedheld on February 15, 2023, at the Special Meeting of Shareholders of the O’Shaughnessy Market Leaders Value Fund (the “Fund”), and any adjournment or postponement thereof (the “Meeting”). The Meeting will be held11:00 a.m. Central time, at the offices of the Fund’s administrator, U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI,Wisconsin 53202, on December 20, 2021, at 11:30 AM Central Time.
We are sensitive tofor the public health concerns our shareholders may havepurposes set forth below and recommendations that public health officials have issued in light of the public health impact of the coronavirus pandemic (COVID-19) and its evolving nature. As a result, we may impose additional procedures or limitations on Meeting attendees or may decide to hold the Meeting in a different location. We plan to announce any such updates at the following location: (https://vote.proxyonline.com/OShaughnessy/docs/proxy2021.pdf), and we encourage you to check this weblink prior to the Meeting if you plan to attend.
PROPOSAL 1:To approve a New Investment Advisory Agreement between O’Shaughnessy Asset Management, LLC (“OSAM”or the “Adviser”), and the Trust on behalf of the Fund.
PROPOSAL 2: If necessary, to adjourn or postpone the Meeting to permit further solicitation of proxies in the event that a quorum does not exist or a quorum exists but there are not sufficient votes at the timeaccompanying Notice of the Meeting to approve the Proposal.
Special Meeting.
Shareholders of record at the close of business on the record date, October 29, 2021established as December 12, 2022 (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting. The Noticeapproximate mailing date of Special Meeting of Shareholders (the “Notice”), this Proxy Statement and the enclosed Proxy Card(s) are being mailed to Shareholders on or after November 15, 2021.
Financial statementsshareholders is January 3, 2023. The Special Meeting will be held to obtain shareholder approval for the following proposals (the “Proposals”):
PROPOSAL 1: To approve an investment sub-advisory agreement between Semper Capital Management, L.P. and Medalist Partners LP, on behalf of each Fund. No increase in shareholder fees or expenses is being proposed.
PROPOSAL 2: To approve a “manager of managers” arrangement that would grant each Fund are included in annual reports, which are mailedand Semper Capital Management, L.P. greater flexibility to shareholders. Shareholders may obtain copieschange sub-advisory arrangements without shareholder approval, but subject to prior approval by the Board of Trustees of the Trust.
PROPOSAL 3: To transact such other business as may properly come before the Special Meeting and any adjournments thereof.
At your request, the Trust will send you a free copy of the most recent audited annual report for the Funds or semi-annual report freethe Funds’ current prospectus and statement of charge by calling 1 (877) 291-7827, by visitingadditional information (“SAI”). Please call the Fund’s websiteFunds at https://www.osfunds.com/Funds/Market-Leaders-Value-Fund(855) 736-7799 (855-SEM-PRXX) or by writingwrite to the Fund,Funds, c/o U.S. Bank Global Fund Services, 615 East Michigan Street,P.O. Box 701, Milwaukee, WI 53202.Wisconsin 53201-0701, to request an annual report, prospectus, or SAI, or with any questions you may have relating to this Proxy Statement.
Background.
PROPOSAL 1: APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
Background
On September 29, 2021, OSAM, Semper Capital Management, L.P., the currentFunds’ investment adviseradvisor, is an investment advisor registered with the U.S. Securities and Exchange Commission (“SEC”) and has provided investment advisory services to the Fund, entered into an agreementFunds since each Fund’s inception. The Advisor has proposed to be acquired by Franklin Resources, Inc. (“Franklin Templeton”). As a resultthe Board of this acquisition, a changeTrustees of control will be triggered when the acquisition is completed, pursuantTrust (the “Board”) that Medalist Partners, LP serve as sub-advisor to which OSAM would become a wholly-owned subsidiaryeach of Franklin Templeton (the “Transaction”).the Funds. The Transaction is expected to be completed in the fourth quarter of 2021. After the Transaction, OSAM expects its investment management team to remain intact and will continue toAdvisor has also proposed that both Funds operate under a “manager of managers” arrangement. Such arrangement would allow the OSAM brand name. UnderAdvisor the Investment Company Act of 1940, as amended (the “1940 Act”), this Transaction, which will result in OSAM becoming a wholly-owned subsidiary of Franklin Templeton, is considered a technical change of control of OSAM and will, therefore, result in the assignment and termination of the current investment advisory agreement between OSAM and the Trust with respect to the Fund.
The new ownership structure will not result in any changes for existing shareholders of the Fund. The Adviser’s portfolio managers and key personnel after the close of the Transaction will be the same individuals as prior to the Transaction. There will be no change in the investment advisory fee and the expenses paid by shareholders of the Fund are not expectedflexibility to change as a result of the change in control of OSAM. However, under the federal securities laws, this change in ownership of OSAM causes the current investment advisory agreement (the “Prior Investment Advisory Agreement”) between the Trust, on behalf of the Fund, and OSAMsub-advisory arrangements without shareholder approval, but subject to automatically terminate at the close of the Transaction. Accordingly, a new investment advisory agreement must be approvedprior approval by the Fund’s shareholders in order for OSAM to continue to serve as the investment adviser to the Fund. However, shareholder approval of the New Investment Advisory Agreement is not a condition to closing the Transaction.Board.
At aan in-person meeting of the Board held on October 18, 2021December 7-8, 2022 (the “Meeting”), the Board, including a majority of Trustees who are not “interested persons,” (the “Independent Trustees”) as the term is defined under the 1940 Act, voted unanimously to approve the proposed new investment advisory agreement (the “New Investment Advisory Agreement”) between OSAMAdvisor requested, and the Trust on behalf of the Fund, retaining OSAM as investment adviser for the Fund. The Board also voted unanimously to recommend that shareholders of the Fund approve the New Investment Advisory Agreement. The terms of the New Investment Advisory Agreement are substantially identical to the terms of the Prior Investment Advisory Agreement, except for the dates of execution, effectiveness, and termination.
Accordingly, the Fund needs shareholder approval of the New Investment Advisory Agreement to allow the Adviser to continue to act as its investment adviser upon the change of control. It is proposed that the New Investment Advisory Agreement would take effect upon the closing of the Transaction, subject to shareholder approval.
In the event the Fund is not able to obtain shareholder approval prior to the termination of the Prior Investment Advisory Agreement, the Board, including a majority of the Independent Trustees alsowho are not interested persons of the Trust (as defined by the 1940 Act) (the “Independent Trustees”), approved an interiminvestment sub-advisory agreement (the “Sub-Advisory Agreement”) between the Advisor, and Medalist, on behalf of each Fund. The Sub-Advisory Agreement cannot become effective until approved by a majority vote of the outstanding shares of each Fund. The Advisor will continue to advise the Funds pursuant to an investment advisory agreement (the “Interim Investment Advisory Agreement”) betweenand will continue to advise the Trust on behalf of the Fund and OSAM, so that OSAM could continue managing the Fund after the change of control. Pursuant to Rule 15a‑4 under the 1940 Act, the Interim Investment Advisory Agreement will allow the Fund an additional 150 days to obtain shareholder approval of the New Investment Advisory Agreement. The terms of the Interim Investment Advisory Agreement would be substantially identical to the terms of the Prior Investment Advisory Agreement, except for the term and escrow provisions. Additionally, under the Interim Investment Advisory Agreement, management fees earned by OSAM would be held in an interest-bearing escrow account untilFunds, whether or not shareholders approve the New Investment AdvisorySub-Advisory Agreement, with OSAM with respectand there will be no changes to its Fund. Shareholder approval would need to be obtained within 150 days from the closingeither Fund’s investment objective, investment strategies or policies as a result of the Transaction.
If the Fund’s shareholders do not approve the New Investment Advisory Agreement, then the Board will have to consider other alternatives for the Fund upon the expirationaddition of the Prior Investment Advisory Agreement and Interim Investment Advisory Agreement.
Medalist as a sub-advisor.
Legal RequirementsApproval of the Sub-Advisory Agreement will not increase the advisory fees paid by the Funds as Medalist will be paid by the Advisor, not the Funds. Other Fund fees and expenses will not increase as a result of the approval of the Sub-Advisory Agreement. The Sub-Advisory Agreement is expected to become effective upon its approval at the Special Meeting. If the Proposals are not approved by the Funds’ shareholders, the Board will consider alternatives for the Fund and take such action as it deems necessary and in Approving the Interimbest interests of the Funds and New Investment Advisory Agreementstheir shareholders, which may include further solicitation of the Funds’ shareholders or solicitation of the approval of different proposals.
The Board believes the Proposals are in the best interests of the Funds and their shareholders and recommends that you vote “FOR” the Proposals. Importantly, approval of the Proposals will not result in any increase in shareholder fees.
To avoid disruption ofPROPOSAL 1: APPROVAL OF SUB-ADVISORY AGREEMENT
The Advisor, located at 52 Vanderbilt Avenue, Suite 401, New York, NY 10017, has served as the Fund’s investment management and after considering the potential benefitsadvisor to the Semper MBS Total Return Fund since its inception on July 22, 2013 and its shareholders of retaining OSAMhas served as the Fund’s investment adviser, as discussed more fully below, the Board approved the Interim Investment Advisory Agreement, which could take effect following the completion of the Transaction but prior to securing the necessary shareholder approval of the New Investment Advisory Agreement. In doing so, the Board has determined that it was prudent to act pursuantadvisor to the requirements of Rule 15a‑4 underSemper Short Duration Fund (including its predecessor fund) since its inception on December 23, 2010. The Advisor manages the 1940 Act. Under Rule 15a‑4, an investment adviser can serveSemper MBS Total Return Fund pursuant to an interim investment advisory agreement for up to 150 days while a Fund seeks shareholder approval of a new investment advisory agreement. Rule 15a‑4 imposes the following conditions, all ofdated March 22, 2018, which were met in the case of the Interim Investment Advisory Agreement:
(1)the compensation under the interim contract may be no greater than under the previous contract;
(2)the Fund’s Board, including a majority of the Independent Trustees, must vote in person1, to approve the interim contract before the previous contract is terminated;
(3)the Fund’s Board, including a majority of the Independent Trustees, must determine that the scope and quality of services to be provided to the Fund under the interim contract will be at least equivalent to the scope and quality of services provided under the previous contract;
(4)the interim contract must provide that the Fund’s Board oragreement was approved by a majority of the Fund’s outstanding voting securities may terminate the interim contract at any time, without the payment of any penalty, on not more than 10 calendar days’ written notice to the adviser;
(5)the interim contract must containa shareholder meeting held the same provisions asday. The purpose of the previous contract withshareholder meeting was to seek shareholder approval to increase the exception of effective and termination dates, provisions required by Rule 15a‑4 and other differences determined to be immaterial by the Fund’s Board;
(6)the interim contract must provide in accordance with the specific provisions of Rule 15a‑4investment management fee for the establishmentFund. The Advisor manages the Semper Short Duration Fund pursuant to an investment advisory agreement dated March 9, 2015, which agreement was approved by a majority of both Funds’ outstanding voting securities at a shareholder meeting held March 6, 2015 to approve a new investment advisory agreement due to a change of control of the Advisor. The Board most recently renewed the Agreements for an escrow accountadditional year at a meeting held December 7-8, 2022. For its services, the Semper MBS Total Return Fund pays the Advisor a monthly management fee that is calculated at the annual rate of 0.60% of its average daily net assets up to $1.5 billion, 0.55% for feesthe next $1 billion, and 0.50% over $2.5 billion, and the Semper Short Duration Fund pays the Advisor a monthly management fee that is calculated at the annual rate of 0.35% of its average daily net assets. For the fiscal year ended November 30, 2022, the Adviser received undera management fee of 0.60% of the interim contract pending approvalSemper MBS Total Return Fund’s average daily net assets, and received a management fee of 0.30% of the Semper Short Duration Fund’s average daily net assets, after waivers. Neither Fund has previously utilized the services of a new contract by shareholders; and
(7)the Board must satisfy certain fund governance standards under Rule 0‑1(a)(7) of the 1940 Act.sub-advisor.
IfMedalist, located at 777 Third Avenue, Suite 1402, New York, NY 10017, is an alternative investment management firm focused on credit opportunities, and is registered with the Interim Investment Advisory Agreement takes effect, it will terminate uponSEC. Medalist was formed as a Delaware limited liability company in 2017 and converted to a Delaware limited partnership in 2018. The principal owners and partners of Medalist are Gregory Richter, Michael Ardisson and John Slonieski. Gregory Richter is also the sooner to occurmanaging member of (1) 150 days followingMedalist Partners General LLC, the completiongeneral partner of Medalist.
Summary of the Transaction, or (2) the approval by the Fund’s shareholdersSub-Advisory Agreement. A copy of the proposed New Investment Advisory Agreement. Under the Interim Investment Advisory Agreement, the advisory fees earned by OSAM during this interim period will be held in an interest-bearing escrow account at U.S. Bank, N.A. Fees that are paid to the escrow account with respect to the Fund, including interest earned, will be paid to OSAM once the Fund’s shareholders approve the New Investment Advisory Agreement. If shareholders of the Fund do not approve the New Investment Advisory Agreement within 150 days of the date of the Interim Investment Advisory Agreement, then OSAM will be paid, out of the escrow account, the lesser of: (1) any costs incurred in performing the Interim Investment Advisory Agreement, plus interest earned on the amount while in escrow; or (2) the total amount in the escrow account, plus interest.
The form of the New Investment AdvisorySub-Advisory Agreement is attached heretoto this Proxy Statement as Exhibit A. The following description of the material terms of the New Investment AdvisorySub-Advisory Agreement are substantially identicalis only a summary and is qualified in its entirety by reference to Exhibit A.
Duration and Termination. The Sub-Advisory Agreement will remain in effect for an initial period of two years, unless sooner terminated. After the termsinitial two-year period, continuation of the Prior Investment AdvisorySub-Advisory Agreement except forfrom year to year is subject to annual approval by the dates of execution, effectiveness, and termination. The Prior Investment Advisory Agreement, which is dated August 16, 2010, as amended October 18, 2018, was last submitted to the shareholdersBoard, including at least a majority of the Fund for approval on February 22, 2016 in connection with the Fund’s commencement of operations onIndependent Trustees.
1 Although the 1940 Act requires that approval of an advisory agreement willThe Sub-Advisory Agreement may be approvedterminated without penalty (i) by the in-person vote of a majority of the independent trustees, the October 18, 2021 meeting was held virtually in reliance on an order issuedBoard, or by the Securities and Exchange Commission, which provided temporary relief from the in-person meeting requirements in response to the COVID-19 pandemic.
February 26, 2016, asvote of a series of the Trust. The Board most recently renewed the Prior Investment Advisory Agreement at a Board meeting held December 10-11, 2020.
There are no material differences between the two agreements. The material terms of the New Investment Advisory Agreement and the Prior Investment Advisory Agreement are compared below in the “Summary of the New Investment Advisory Agreement and Prior Investment Advisory Agreement” section.
The New Investment Advisory Agreement will take effect upon shareholder approval and following the change in control of OSAM. If shareholders of the Fund do not approve the New Investment Advisory Agreement with respect to the Fund, then OSAM will not be permitted to serve as the Fund’s investment adviser after the expiration of the Interim Investment Advisory Agreement, and the Board will have to consider other alternatives for the Fund, which may include liquidation.
Compensation Paid to OSAM
Under the Prior Investment Advisory Agreement, OSAM is entitled to receive a monthly advisory fee computed at an annual rate of:
| | | | | |
Fund | Advisory Fee |
O'Shaughnessy Market Leaders Value Fund | 0.55% of average net assets up to $25 million,
0.45% of average net assets on the next $75 million,
0.35% of average net assets in excess of $100 million |
The fee structure under the New Investment Advisory Agreement with OSAM will be identical to the fee structure under the Prior Investment Advisory Agreement. For the fiscal year ended July 31, 2021 the Fund paid the Adviser a management fee in the amounts shown below.
Management Fees Paid to OSAM
The Fund’s accrued advisory fee and waived fee for the fiscal year ended July 31, 2021 is shown in the table below.
| | | | | | | | | | | |
| Fiscal Year Ended | Fees Accrued | Fees Waived | Total Fees Paid to OSAM |
| July 31, 2021 | $828,663 | $0 | $828,663 |
Information about OSAM
The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended. OSAM’s principal office is located at 6 Suburban Avenue, Stamford, Connecticut 06901. As of July 31, 2021, the Adviser had $6,209,357,047 in discretionary assets under management and $626,699,203 in non-discretionary assets under advisement. After the Transaction, OSAM will be a wholly-owned subsidiary of Franklin Templeton and will continue to operate under the OSAM brand name. The Transaction is not expected to result in any changes in OSAM’s investment management team.
The following table sets forth the name, position and principal occupation of each current member and principal officer of OSAM, each of whom is located at OSAM’s principal office location.
| | | | | |
Name | Title or Status |
O’Shaughnessy Family Partners, LLC | Managing Member |
James P. O’Shaughnessy | Chairman, CO-CIO, Portfolio Manager & Manager of the Managing Member |
Christopher S. Loveless | President/Member |
Raymond Amoroso III | Chief Compliance Officer/Member |
Ari M. Rosenbaum | Director of Financial Advisory Services/Member |
Royal Bank of Canada | Member (Passive) |
Christopher I. Meredith | CO-CIO, Portfolio Manager/Director of Research/Member |
Erin M. Foley | Director of Trading/Member |
Scott M. Bartone | Chief Operating Officer/Portfolio Manager/Member |
Patrick W. O’Shaughnessy | CEO/Portfolio Manager/Member |
Ehren J. Stanhope | Client Portfolio Manager/Member |
Claudine A. Spence | Director of Client Service/Member |
Joseph E. Dessalines | Director of Technology/Member |
Xiuyun Shi | Director of Finance/Member |
The following table sets forth the name of each person who owns of record, or beneficially, 10% or moremajority of the outstanding voting securities of OSAMa Fund, or by the Advisor, in each case, upon sixty (90) days’ written notice to the Sub-Advisor; (ii) immediately upon any assignment, as defined in the 1940 Act; or (iii) by the Sub-Advisor upon ninety (90) days’ written notice to the Advisor and the Board.
Sub-Advisory Services. The Sub-Advisory Agreement requires that the Sub-Advisor provide investment recommendations to the Advisor, in accordance with each Fund’s investment objective, guidelines, policies, and restrictions, with such recommendations subject to the final determinations of the date of this Proxy Statement, each of whomAdvisor. The Sub-Advisor is located at OSAM’s principal office location.subject to oversight by the Advisor.
| | | | | | | | |
| Name | % of Voting Securities Held | % of Anticipated Ownership following the Transaction |
O’Shaughnessy Family Partners, LLC1 | 61.50% | 0.00% |
| Royal Bank of Canada | 10.00% | 0.00% |
| Patrick W. O’Shaughnessy | 10.00% | 0.00% |
Management Fees. The following individuals own sharesSub-Advisory Agreement has a sub-advisory fee, paid by the Advisor and not by the Funds, based on the average daily net assets of O’Shaughnessy Family Partners, LLC, which currently holds a majority interest of OSAM:
| | | | | |
Name | % of Voting Securities Held in O’Shaughnessy Family Partners, LLC |
James P. O’Shaughnessy | 70.00% |
Patrick W. O’Shaughnessy | 10.00% |
OSAM provideseach Fund, equal to the rates in the table below. The fee is computed daily and paid monthly. Because the sub-advisory services for a segmentfee is paid by the Advisor and not by the Funds, approval of the portfolio for another investment company, and manages that sleeve using similar strategies to that ofSub-Advisory Agreement will not affect the Fund. OSAM is entitled to receive the following fees for its services and it has not waived, reduced, or otherwise agreed to reduce its compensation under any contract.paid by Fund shareholders.
| | | | | | | | |
NameBased on Fund Assets | Approximate Net Assets (as of September 30, 2021Semper MBS Total Return Fund | Fee Rate
(% of average daily net assets)Semper Short Duration Fund |
A U.S. Large Cap Fund$0 up to $999,999,999 | $236 million21.25 bps | 11.25 bps |
$250 million1,000,000,000 to $750 million in assets: 0.25%
$1,249,999,999 | 23.50 bps | 12.50 bps |
$750 million1,250,000,000 to $1 billion in assets: 0.22%
Over $1 billion in assets: 0.20%$1,499,999,999 | 24.50 bps | 13.00 bps |
| $1,500,000,000 to $1,999,999,999 | 26.00 bps | 14.00 bps |
| $2,000,000,000 and above | 30.00 bps | 16.00 bps |
Brokerage Policies.
Summary of The Sub-Advisory Agreement does not authorize the New Investment Advisory Agreement and the Prior Investment Advisory Agreement
A copy of the proposed New Investment Advisory Agreement is attached hereto as Exhibit A. The following description is only a summary. You should referSub-Advisor to Exhibit Aperform any brokerage services for the New Investment Advisory Agreement as the description set forth in this Proxy Statement of the New Investment Advisory Agreement is
qualified in its entirety by reference to Exhibit A. The investment advisory services to be provided by OSAM under the New Investment Advisory Agreementand the fee structure are identical to the services currently provided by OSAM and the fee structure under the Prior Investment Advisory Agreement.
Advisory Services. Both the New Investment Advisory Agreement and the Prior Investment Advisory Agreement state that, subject to the supervision and direction of the Board, the Adviser will provide for the overall management of the Fund including: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Board such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board.
Brokerage. Both the New Investment Advisory Agreement and the Prior Investment Advisory Agreement provide that the Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of OSAM without general prior authorization to use such affiliated broker or dealer from the Board. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered.
either Fund.
Payment of ExpensesExpenses. . Under bothThe Sub-Advisory Agreement provides that the New Investment Advisory Agreement and the Prior Investment Advisory Agreement, the Adviser is responsible for providing the personnel, office space and equipment reasonably necessary for the operationSub-Advisor will pay all of the Fund, the expenses of printing and distributing copies of the Fund’s prospectus, SAI, and sales and advertising materials to prospective investors, the costs of any special Board meetings or shareholder meetings convened for the primary benefit of OSAM, and any costs of liquidating or reorganizing the Fund.
The Fund is responsible for all of its own expenses, except for those specifically assigned to OSAM under the investment advisory agreement, including but not limited to: fees and expenses incurred by it in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all fees and expenses related to Fund custody, shareholdersub-advisory services and Fund accounting; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books; insurance premiums on property or personnel ofprovided for the Fund which inure to its benefit; the cost of preparing and printing regulatory documents and other communications for distribution to existing shareholders; legal, auditing and accounting fees; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale; all expenses of maintaining and servicing shareholder accounts, and all other charges and costs of its operation plus any extraordinary and non-recurring expenses.
Funds.
Management Fees.Other Provisions. Both the New Investment Advisory Agreement and the Prior Investment Advisory Agreement contain an identical fee structure based on the Fund’s average daily net assets.
Duration and Termination.The Prior Investment Advisory Agreement provided that the agreement would become effective at the time the Fund commenced operations. The New Investment AdvisorySub-Advisory Agreement provides
that the Agreement will take effect on the date set forth in the Agreement provided it has been approved by the Board and shareholders in accordance with 1940 Act requirements If approved by shareholders prior to the closing of the Transaction, the New Investment Advisor Agreement will go into effect upon the closing of the Transaction. Both the Prior Investment Advisory Agreement and the New Investment Advisory Agreement provide that the agreement will continue in effect for a period of two years, unless sooner terminated, and that they shall continue in effect for successive annual periods, with such continuation to be approved at least annually by the Board or by the vote of a majority of the outstanding securities of the relevant Fund. Both the Prior Investment Advisory Agreement and the New Investment Advisory Agreement may be terminated at any time, on 60 days’ prior written notice, by the Fund (by vote of the Board or by the vote of a majority of the outstanding voting securities of the Fund) without the payment of a penalty, or by the Adviser at any time, without the payment of a penalty, upon 60 days’ prior written notice.
Limitation on Liability and Indemnification. Both the New Investment Advisory Agreement and the Prior Investment Advisory Agreement provide that in the absence of willful misfeasance, fraud, bad faith, or gross negligence in the performance of its duties, or by reason of the reckless disregard of its duties under the duties imposedagreement on the Adviser bypart of the agreement,Sub-Advisor, the Adviser willSub-Advisor shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses that may be sustained in the purchase, holding, or sale of any security ofby the Fund.
Portfolio Manager. If Fund shareholders approve the Proposal, there will be no change to the Funds’ portfolio manager(s). It is anticipated, that effective March 30, 2023, Vesta Marks, CFA, Managing Director, a portfolio manager and Head of Trading at the Advisor, will join Thomas Mandel, CFA, CIO, as a portfolio manager for each Fund. This change is unrelated to the proposals being considered. The portfolio manager(s) will remain as follows:
Board | | | | | |
| Portfolio Managers | Position(s) with the Adviser |
| Thomas Mandel, CFA | Chief Investment Officer |
| |
Mr. Thomas Mandel, CFA, co-founded the firm in 1992 and is the Chief Investment Officer with primary responsibility over the administration and implementation of investment management activities. Tom also serves on the Investment, Risk Management Compliance Committees. He is also the portfolio manager primarily responsible for the day-to-day management of the Funds. Mr. Mandel has served as the Short Duration Fund’s portfolio manager since its inception in 2010 and the Total Return Fund’s portfolio manager since January 2015. Prior to co-founding the firm, Tom served as a Principal and Fixed Income Portfolio Manager at 1838 Investment Advisors. He previously served as a Senior Vice President and Portfolio Manager at Century Institutional Advisors. Tom began his career as a Portfolio Manager and Credit Manager at Chase Investors Management Corp. Tom earned an MBA and a BS from the University of Pennsylvania Wharton School.
Executive Officers and Directors of Medalist. Information regarding the principal executive officers and directors of Medalist is set forth below. The address of Medalist and its executive officers and directors is 777 Third Avenue, Suite 1402, New York, NY 10017. The following are the executive officers and directors of Medalist:
| | | | | | | | |
| Name | | Position with Sub-Advisor |
| 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 |
No Trustee or officer of the Trust currently holds any position with Medalist or its affiliated persons.
Recommendation of Approvalthe Board of Trustees. The Board believes that the terms and conditions of the Sub-Advisory Agreement are fair to, and in the best interests of, the Funds and their shareholders. The Board was presented
with information demonstrating that the Sub-Advisory Agreement would enable each Fund’s shareholders to continue to obtain quality services at a cost that was fair and reasonable.
In reachingconsidering the Sub-Advisory Agreement, the Board took into consideration (i) the nature, extent, and quality of the services to be provided by Medalist; (ii) the historical performance of the Funds; (iii) the estimated cost of the services to be provided by Medalist and the fact that the sub-advisory fee will be paid entirely by the Advisor; (iv) any fall-out benefits that may be enjoyed by Medalist or its decisionaffiliates; (v) comparative fee information for other accounts managed by Medalist; (vi) the Portfolio Manager for the Funds will remain the same; and (vii) other factors the Board deemed to recommendbe relevant.
Prior to and during the Meeting, representatives from the Advisor and Sub-Advisor presented additional oral and written information to help the Board evaluate the Sub-Advisor’s fees and other aspects of the Sub-Advisory Agreement. Among other things, representatives from the Sub-Advisor provided an overview of their advisory business, including key personnel, the firm’s compliance infrastructure, and the firm’s rigorous investment research process. Medalist 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, the Board, including each of the Independent Trustees, met at a meeting held on October 18, 2021, during which the Board reviewed materials related to the Adviser. In the course of their review, the Trustees considered their fiduciary responsibilities with regard to all factors deemed to be relevant to the Fund. The Board also considered other matters, including, but not limited to the following: (1) the nature, quality and extent of services provided to the Fund since the Fund’s inception and the Adviser’s representation that there would be no anticipated change in those services as a result of the New Investment Advisory Agreement; (2) the performance of the Fund while managed by the Adviser; (3) the fact that there are no material differences between the terms of the New Investment Advisory Agreement and the terms of the Prior Investment Advisory Agreement; (4) the fact that the Adviser is continuing to manage the Fund with the same portfolio managers utilizing the same investment strategies; (5) the fact that the fee structure under the New Investment Advisory Agreement will be identical to the fee structure under the Prior Investment Advisory Agreement; and (6) other factors deemed relevant.
The Board also evaluated the New Investment AdvisorySub-Advisory Agreement in light of information they had requested and received from the Adviser prior to the October 18, 2021 meeting. The Board reviewed these materials with the management of the Adviser. Below is a summary of the material factors considered bythis information. In its deliberations, the Board in its deliberations as to whether to approve the New Investment Advisory Agreement, and the Board’s conclusions. In their deliberations, the Trustees did not rank the importance ofidentify any particularsingle piece of information discussed below that was all-important or factor considered, but considered these matters in their totality.
The Board also took into account that the Adviser had a conflict of interest in recommending approval of the New Investment Advisory Agreement in that it will be receiving compensation by Franklin Templeton in connection with its acquisition of OSAM.
controlling.
Nature, Extent, and Quality of Services Provided. The Board noted the responsibilities that Medalist would have under the proposed investment sub-advisory agreement. The Board noted the Advisor believes that the engagement of Medalist should enhance the quality of research services that are being provided to the Fund. Funds.The Trustees considered
In considering the nature, extent, and quality of the services to be provided by the Adviser toSub-Advisor, the FundBoard considered the quality of the Sub-Advisor’s compliance infrastructure and the amount of time devoted to the Fund’s affairsdetermination by the Adviser’s staff.Advisor that the Sub-Advisor has appropriate compliance policies and procedures in place. The Trustees considered the Adviser’s specific responsibilities in all aspects of day-to-day managementBoard noted that it had previously received a copy of the Fund, including the investment strategies implemented by the Adviser,Sub-Advisor’s registration form (“Form ADV”), as well as the qualifications, experience and responsibilities of Christopher Meredith, CFA, Patrick O’Shaughnessy, CFA, and Scott Bartone, CFA, the Fund’s portfolio managers, and other key personnel at OSAM involved in the day-to-day managementresponse of the Fund. The Trustees reviewedSub-Advisor to a detailed series of questions which included, among other things, information provided byabout the Adviser in a due diligence summary, including the structure of OSAM’s compliance program,background and a summary detailing the key featuresexperience of the compliance policies and procedures, and OSAM’s marketing activity and goals and its continuing commitmentteam members that would primarily responsible for making recommendations to the growth of the Fund’s assets.Advisor. The Trustees noted that during the course of the prior year they had metBoard also considered Medalist’s resources and capacity with representatives of
OSAM via videoconferencerespect to discuss the Fund’s performance and outlook, along with the marketing and compliance efforts made by OSAM. The Trustees also noted any services that extended beyond portfolio management, compliance, and they consideredoperations.
After discussion, the trading capability of the Adviser. The Trustees discussed in detail the Adviser’s handling of compliance matters, including the reports of the Trust’s chief compliance officer to the Board on the effectiveness of the Adviser’s compliance program. TheIndependent Trustees concluded that the Adviser had sufficient quality and depth ofSub-Advisor has the appropriate personnel resources, investment methods and compliance policies and procedures essential to performingperform its duties under the New Investment AdvisorySub-Advisory Agreement and that the nature, overall quality, cost, and extent of such services was expected to be satisfactory.
Costs of Services Provided and Economies of Scale. The Board reviewed the managementsub-advisory fees to be paid by the Advisor to Medalist for its services provided to the Fund, as well as OSAM’s compliance policies and procedures, were satisfactory and reliable and were not expected to change as a result ofFunds under the New Investment AdvisorySub-Advisory Agreement. The Board additionally considered that OSAM believes that being a wholly-owned subsidiary of Franklin Templeton will provide access to broader resources, which may help to better serve shareholders’ needs.
Investment Performance of the Adviser and the Fund. The Trustees discussed the Fund’s recent performance and the overall performance by the Adviser since inception for the Fund on February 26, 2016. In assessing the quality of the portfolio management services delivered by the Adviser, the Trustees also compared the short-term and long-term performance of the Fund on an absolute basis, in comparison to its Morningstar peer group and in comparison to the benchmark index, the Russell 1000 Value Index. The Trustees also reviewed information on the historical performance of other accounts managed by the Adviser that were similar to the Fund in terms of investment strategy, as well as other separately-managed accounts of OSAM with different investment strategies. After considering all of the information, the Trustees concluded that the performance obtained by the Adviser for the Fund was satisfactory under current market conditions.
Section 15(f) of the 1940 Act. In considering whether the arrangements between the Adviser and the Fund comply with the conditions of Section 15(f) of the 1940 Act, the Trustees reviewed the conditions of Section 15(f). Section 15(f) provides a non-exclusive safe harbor for an investment adviser to an investment company or any of its affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser so long as two conditions are met. First, for a period of three years after closing of the transaction, at least 75% of the board members of the Trust cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. The Trustees considered that, consistent with the first condition of Section 15(f), neither the Adviser nor the Board was aware of any plans to reconstitute the Board following the change in control of the Adviser. Thus, at least 75% of the Trustees would not be “interested persons” of the Adviser for a period of three years after the change in control of the Adviser.
The second condition of Section 15(f) is that an “unfair burden” must not be imposed upon the Fund as a result of the transaction or any express or implied terms, conditions or understandings applicable thereto. With respect to this second condition, the Board considered that the Adviser has undertakenfees to maintainbe paid to Medalist would be paid by the Fund’s current expense cap forAdvisor from the required 2‑year period.fee the Advisor receives from the Funds and noted that the sub-advisory fees paid to Medalist under the Sub-Advisory Agreement reflected an arm’s-length negotiation between the Advisor and Medalist based on the nature of the services to be provided and size of the Funds. The Board concludedfurther determined that no “unfair burden” is being imposed upon the Fund over the coursesub-advisory fee reflected an appropriate allocation of the required 2-year period.
Costs of Service and Structure of Advisory Fee. The Trustees considered the cost of services and the structure of the Adviser’s fees, including a review of the expense analyses and other pertinent material with respect to the Fund. The Trustees reviewed the related statistical information and other materials provided, including the comparative expenses, expense components and peer group selections. The Trustees considered data relating to the cost structure of the Fund relative to a peer group of funds, as compiled by Morningstar, Inc., and the Adviser’s separately-managed accounts, as well as theadvisory fee waivers and expense reimbursements by the Adviser.
The Trustees also considered the overall profitability of the Adviser, reviewing the Adviser’s financial information. The Trustees also examined the level of profits that could be expected to accrue to the Adviser from the fees payable under the New Investment Advisory Agreement, as well as the Fund’s brokerage practices. These considerations were based on materials requested by the Trustees and the Fund’s administrator specifically for the October 18, 2021 meeting at which the New Investment Advisory Agreement was formally considered.
The Trustees compared the fees paid by the Fund to the fees paidAdvisor given the work to be performed by each firm. The Board also evaluated the Adviser’s separately-managed accountscompensation and notedbenefits expected to be received by Medalist from its relationship with the Funds, taking into account an analysis of Medalist’s estimated profitability with respect to the Funds.
The Board recognized that the fees can differ dueSub-Advisor is likely to a number of factors.
The Trustees concluded that the Fund’s expenses and advisory fees payable to the Adviser were fair and reasonable in light of the comparative performance and expense management fee information. The Trustees further concluded that the Adviser’s profit from sponsoring the Fund had not been, and currently was not, excessive and that the Adviser had maintained adequate profit levels to support the services to the Fund.
Extent of Economies of Scale. The Trustees compared the Fund’s expenses relative to its peer group and discussed realized and potential economies of scale. The Trustees also reviewed the structures of the Fund’s advisory fee and whether the Fund was large enough to generaterealize economies of scale for shareholders or whether economies of scalein managing the Funds as assets grow in size. The Board determined that it would be expected to be realizedmonitor fees as the Fund’s assetsFunds grow (and if so, how thoseto determine whether economies of scale were being or would beeffectively shared with shareholders). The Trustees reviewed all fee waiversthe Funds and expense reimbursements by the Adviser with respect to the Fund. The Trustees noted that the Fund’s advisory fees included breakpoints and that the breakpoints were currently in effect for the Fund. The Trustees concluded that the Adviser’s advisory fee structure and any applicable expense waivers were reasonable and reflect a sharing of economies of scale between the Adviser and the Fund at the Fund’s current asset level.their shareholders.
Benefits Derived from the Relationship with the Fund.Conclusion. The Trustees considered the direct and indirect benefits that could be realized by the Adviser from its association with the Fund. The Trustees examined the brokerage practices of the Adviser with respect to the Fund and considered that the Fund does not charge a Rule 12b-1 fee or utilize “soft dollars.” The Trustees concluded that the benefits the Adviser may receive, such as continuity in the portfolio management of the Fund, including retaining the current personnel, maintaining the current relationships with third-party vendors, and avoiding the costs of finding a new investment adviser appear to be reasonable, and in many cases may benefit the Fund through growth in assets.
No single factor was determinative inof the Board’s decision to approve the New Investment Advisory Agreement for the Fund, butSub-Advisory Agreement; rather, the Board based its determination on the total mix of information available to the Trustees.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 AdvisorySub-Advisory Agreement, with the Adviser, including the advisory fees,compensation payable under the agreement, was fair and reasonable.reasonable to the Funds. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the New Investment AdvisorySub-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 SUB-ADVISORY AGREEMENT.
PROPOSAL 2: APPROVAL OF “MANAGERS OF MANAGERS” ARRANGEMENT
You are being asked to approve a “manager of managers” arrangement that would permit the Funds and the Advisor to enter into, and materially amend, sub-advisory agreements with any sub-advisors retained by the Advisor and a Fund to manage all or a portion of the Fund’s assets without obtaining shareholder approval, if the Board concludes that such arrangements would be in the best interestinterests of the shareholders of the Fund. The Board, including the trustees that are not interested persons of the Trust as defined by the 1940 Act, as amended (“Independent Trustees”), has approved the use of a “manager of managers” arrangement, and any such arrangement utilized by the Funds would be subject to Board oversight and conditions imposed by the SEC in either a rule or an exemptive order, including the requirement that any sub-advisory agreement or material change to such agreement be approved by the Board (including a majority of the Independent Trustees).
If shareholders of the Funds approve Proposal 2, each Fund would be able to implement a “manager of managers” arrangement in the event that the Advisor is granted an SEC exemptive order. In that case, no further shareholder vote would be required either to approve a sub-advisory agreement or materially amend any such sub-advisory agreement, subject to the conditions in the exemptive order, as applicable, including approval of any such agreement or material change to such agreement by the Board, (including a majority of the Independent Trustees). In view of the fact that “manager of managers” exemptive orders are typically subject to the condition that shareholders of the fund approve a “manager of managers” arrangement prior to reliance on the exemptive order, the Board has determined to ask each Fund’s shareholders to approve the proposed “manager of managers” arrangement for each Fund in conjunction with the solicitation of shareholder approval of the other proposal discussed in this Proxy Statement. This approach is expected to save the Funds the cost of seeking shareholder approval of a “manager of managers” arrangement following the issuance of a relevant exemptive order.
Benefit to the Funds. Based on the recommendation of the Advisor, the Board believes that it is in the best interests of each shareholder to provide the Advisor and the Board with increased flexibility to recommend, supervise, evaluate and change sub-advisors without incurring the significant delay and expense associated with obtaining prior shareholder approval.
Without the approval of the proposed “manager of managers” arrangement, each Fund would be required to call and hold a shareholder meeting of the Fund before it appoints a sub-advisor or materially amends a sub-advisory agreement. Additionally, a Fund would have to seek shareholder approval of a new sub-advisory agreement if a sub-advisor undergoes a change of control, even if there will be no change in the persons managing the Fund. Each time a shareholder meeting is called, a Fund must create and itsdistribute proxy materials and solicit proxy votes from the Fund’s shareholders. This process is time-consuming and costly, and such costs may be borne by the Fund, thereby reducing shareholders’ investment returns. A “manager of managers” arrangement allows each Fund and the Advisor to make decisions regarding sub-advisory services solely with regard to merit and without factoring the significant costs and time delays associated with seeking and obtaining shareholder approval. It is anticipated that a “manager of managers” arrangement will permit the Funds to operate more efficiently and cost-effectively.
If shareholders approve Proposal 2 and the SEC grants the exemptive relief the Funds intend to seek, the Board will oversee the selection and engagement of sub-advisors for the Funds. Further, the Board, including a majority of the Independent Trustees, will evaluate and consider for approval all new sub-advisory agreements. Finally, under the 1940 Act, the Board, including a majority of the Independent Trustees, will be required to review and consider any sub-advisory agreement for renewal annually, following an initial two year period. Prior to entering into, renewing or amending a sub-advisory agreement, the Advisor and the relevant sub-advisor will have a legal duty to provide the Board with information on factors pertinent to the Board’s decision regarding those advisory arrangements.
If shareholders of either Fund do not approve Proposal 2, that Fund would likely solicit additional shareholder approval of the proposed “manager of managers” arrangement.
Vote RequiredEffect on Fees and Quality of Advisory Services.Proposal 2 does not affect the amount of investment advisory fees paid by the Funds to the Advisor. When entering into and amending sub-advisory agreements, the Advisor will
negotiate fees paid to the sub-advisors for their services. The sub-advisory fees are paid by the Advisor out of a Fund’s investment advisory fee. The fees paid to the Advisor by the Funds will be considered by the Board in approving and renewing advisory and sub-advisory agreements.
Under Proposal 2, shareholder approval will continue to be required in the event of any proposed increase in the investment advisory fee paid by a Fund to the Advisor. Further, whether or not shareholders approve Proposal 2, the Advisor will continue to be required to provide the same level of management and administrative services to the Funds as it currently provides to the Funds.
Conditions for Establishing a Manager of Managers Arrangement. Currently, the only means for establishing a “manager of managers” arrangement is by filing an application with the SEC requesting an exemptive order that would provide relief from the provisions of Section 15(a) of the 1940 Act and Rule 18f-2 thereunder. These provisions of the 1940 Act require that shareholders approve advisory agreements, including any sub-advisory agreements, and approve any material amendments to such agreements. The Advisor currently has received SEC relief for another Fund, which they manage for the Trust. The Advisor and the Trust intend to file a request to amend such relief so that it also will cover the Funds (the “Application”). Although there can be no assurance, the Advisor and the Trust expect that the SEC will grant such amendment to the Application.
If shareholders of each Fund approve Proposal 2, the Advisor and each Fund would be authorized to (1) engage new or additional sub-advisors; (2) enter into and modify existing sub-advisory agreements; and (3) terminate and replace sub-advisors without obtaining further approval of the Fund’s shareholders, provided that the Board, including a majority of the Independent Trustees, has approved the new or amended sub-advisory agreement.
Under the terms and conditions of the potential SEC exemptive order, the Advisor and the Funds would be subject to several conditions imposed by the SEC. For example, within 90 days of the hiring of a new sub-advisor, a Fund would be required to provide its shareholders with an information statement containing information about the sub-advisor and the sub-advisory agreement, similar to that which would have been provided in a proxy statement seeking shareholder approval of such an arrangement or change thereto.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUNDS VOTE “FOR” APPROVAL OF A “MANAGER OF MANAGERS” ARRANGEMENT.
Expenses Related to the Proposals. All direct expenses associated with the Proposals will be borne by the Advisor or its affiliates and not by the Funds. See below for more information about the total estimated costs.
Required Vote.Approval of the Proposal to approveProposals require the New Investment Advisory Agreement in order to engage the Adviser as the investment adviser for the Fund requires theaffirmative vote of thea “majority of the outstanding voting securities” of the Fund. Under the 1940 Act, a “majority of the outstanding voting securities” is defined asmeans the affirmative vote of the lesser of: (1)of (a) 67% or more of the voting securitiesshares of the Fund entitled to vote present in person or represented by proxy at the Special Meeting if the holders of more than 50% of the outstanding voting securities entitled to vote thereonshares are present in person or represented by proxy;proxy at the Special Meeting, or (2)(b) more than 50% of the outstanding shares. If Proposal 1 is approved by the Funds’ shareholders, the Sub-Advisory Agreement is expected to become effective upon its approval at the Special Meeting. If the Funds’ shareholders do not approve one or both Proposals, the Board will consider alternatives for the Funds and take such action as it deems necessary and in the best interests of the Funds and their shareholders, which may include further solicitation of the Funds’ shareholders to approve either the Sub-Advisory Agreement or a different, newly proposed sub-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-advisor 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 record holders of outstanding shares of the Funds are entitled to vote one vote per share (and a fractional vote per fractional share) on all matters presented at the Special Meeting with respect to the Funds, including the Proposals. No class of either Fund has different or separate voting securitiesrights with respect to any of the proposals.
Shareholders of the Trust at the close of business on December 12, 2022, the Record Date, will be entitled to be present and vote at the Special Meeting. As of the close of business on the Record Date there were 41,833,333 common shares of the Semper MBS Total Return Fund and 21,479,590 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 revoke it by giving written notice of such revocation to the Secretary of the Trust prior to the Special Meeting or by delivering a subsequently dated proxy card or by attending and voting at the Special Meeting in person. Proxies voted by telephone or internet may be revoked at any time before they are voted by proxy voting again through the website or toll-free number listed in the enclosed 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 Proposals and may vote at their discretion with respect to other matters not now known to the Board that may be presented at the Special Meeting. Attendance by a shareholder at the Special Meeting does not, in itself, revoke a proxy.
If sufficient votes are not received by the date of the Special Meeting, the Special Meeting may be adjourned, once or more, by either the chairman of the Special Meeting or by the vote of the holders of a majority of the Fund shares present at the Special Meeting 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 Proposals and vote against adjournment all proxies that voted against the Proposals.
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 thereon.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, or a quorum is present at the Special Meeting but sufficient votes to approve a proposal are not received, the chairman 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.
Method and Cost of Proxy Solicitation. Proxies will be solicited by the Trust primarily by mail. The solicitation may also include telephone, facsimile, electronic or oral communications by certain officers or employees of the Trust or the Advisor or Sub-adviser, none of whom will be paid for these services, or by a third-party proxy solicitation firm. The Advisor will pay the costs of the Special Meeting and the expenses incurred in connection with the solicitation of proxies. The expenses connected with the Proposals, the Special Meeting and the solicitation of proxies are estimated to be $100,000. The Trust may also request broker-dealer firms, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of the shares of a Fund held of record by such persons. The Advisor 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 Trust’s management, as of the close of business on December 12, 2022, the officers and Trustees of the Trust, as a group, beneficially owned less than one percent of each Fund’s
Based on alloutstanding shares and less than one percent of the foregoing,Trust’s outstanding shares. To the Trustees recommendknowledge of the Trust’s management, as of the close of business on December 12, 2022, persons owning of record more than 5% of the outstanding shares of each Fund are as listed in the table below. The Trust believes that shareholdersmost 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 vote FORon any matter requiring the approval of the New Investment Advisory Agreement.Fund’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
| | | 1,057,570 | 48.22% | Record |
National Financial Services, LLC
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995
| | | 557,807 | 25.43% | Record |
TD Ameritrade Inc.
FBO Our Clients
P.O. Box 2226
Omaha, NE 68103-2226 | | | 236,524 | 10.78% | Record |
UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 | | | 112,252 | 5.12% | Record |
Semper MBS Total Return Fund – Institutional 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 07310-1995
| | | 5,713,844 | 14.61% | Record |
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901
| | | 8,231,735 | 21.05% | Record |
RELIANCE TRUST CO
PO BOX 78446
ATLANTA GA 30357 | | | 12,543,349 | 32.08% | Record |
Zions First National Bank
PO Box 30880
Salt Lake City, UT 84130-0880
| | | 4,615,163 | 11.80% | Record |
UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 | | | 2,867,343 | 7.33% | 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
| | | 294,802 | 54.73% | Record |
UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761
| | | 135,141 | 25.09% | Record |
JP Morgan Securities, LLC
1 Metrotech Ctr. N. Fl. 3
Brooklyn, NY 11201-3873 | | | 34,544 | 6.41% | 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 07310-1995
| | | 877,980 | 42.28% | Record |
UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761
| | | 489,828 | 23.59% | Record |
Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of
Customers of MSSB
1 New York Plaza, Floor 12
New York, NY 10004-1932
| | | 262,206 | 12.63% | Record |
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901
| | | 227,752 | 10.97% | 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
| | | 6,510,023 | 33.55% | Record |
National Financial Services, LLC
499 Washington Blvd, 4th Floor
Jersey City, NJ 07310-1995
| | | 3,540,407 | 18.25% | Record |
SEI Private Trust Company
Attn: Mutual Fund Administrator
c/o Principal Financial
One Freedom Valley Drive
Oaks, PA 19456-9989
| | | 2,330,554 | 12.01% | Record |
TD Ameritrade Inc.
FBO Our Clients
P.O. Box 2226
Omaha, NE 68103-2226
| | | 1,792,126 | 9.24% | Record |
Reliance Trust Co FBO
Fiduciary Trust C/R
PO Box 78446
Atlanta, GA 30357 | | | 1,528,760 | 7.88% | Record |
| | | | | |
Reports to Shareholders. Copies of the Funds’ most recent annual and semi-annual reports may be requested without charge by writing to the Funds, c/o U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202 or by calling toll-free (855) 736-7799 (855-SEM-PRXX).
GENERAL INFORMATION
SolicitationOther Matters to Come Before the Special Meeting. The Trust’s management does not know of Proxies
any matters to be presented at the Special Meeting other than the 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.
In addition to solicitationShareholder Proposals. The Agreement and Declaration of proxies by mail, certain officersTrust, as amended, and the Amended and Restated By-laws of the Trust officersdo not provide for annual meetings of shareholders, and employeesthe Trust does not currently intend to hold such meetings in the future. Shareholder proposals for inclusion in a proxy statement for any subsequent meeting of the Adviser, or other representatives ofTrust’s shareholders must be received by the Trust who will not be paid for their services, may also solicit proxies by telephone or in person. The Adviser has engaged the proxy solicitation firma reasonable period of AST Fund Solutions, Inc. who will be paid approximately $25,000, plus out-of-pocket expenses, for their services. The Adviser will pay for the expenses incidenttime prior to the solicitation of proxies in connection with the Meeting, which expenses include the fees and expenses of tabulating the results of the proxy solicitation and the fees and expenses of AST Fund Solutions, Inc. The Adviser also will reimburse upon request persons holding shares as nominees for their reasonable expenses in sending soliciting materials to their principals. The expenses incurred in connection with preparing the proxy statement and its enclosures and all related legal and solicitation expenses will be paid by the Adviser.any such meeting.
Householding
If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you would like to receive a separate copy of the Proxy Statement, please call 1 (866) 829-0542(855) 736-7799 (855-SEM-PRXX). If you currently receive multiple copies of Proxy Statements or Shareholder Reportsshareholder reports and would like to request to receive a single copy of documents in the future, please call 1 (877) 291-7827(855) 736-7799 (855-SEM-PRXX) or write to the Funds, c/o U.S. Bank Global Fund Services at 615 East Michigan Street, Milwaukee, Wisconsin 53202.
Voting Procedures
You can vote by mail, on the Internet or by phone by following the instructions on your proxy card, or in person at the Meeting. To vote by mail, sign and send us the enclosed proxy voting card in the envelope provided.
Shares represented by timely and properly executed proxies will be voted as specified.
If you do not specify your vote with respect to a particular matter,
Important Notice Regarding the proxy holder will vote your shares in accordance withAvailability of Proxy Materials for the recommendation ofSpecial Meeting.
This Proxy Statement is available on the Trustees. internet at https://vote.proxyonline.com/semper/docs/2023mtg.pdf. You may revoke your proxy at any time before it is exercisedrequest a copy by sending a written revocation addressed to Elaine E. Richards, Secretary, Advisors Series Trust,mail (Semper Funds, c/o U.S. Bank Global Fund Services, 615 East Michigan Street,P.O. Box 701, Milwaukee, Wisconsin 53202, by properly executing and delivering a later-dated proxy,WI 53201-0701) or by attendingtelephone at 1-877-478-5042. Representatives will be available Monday through Friday, 9 a.m. to 10 p.m. Eastern time. You may also call for information on how to obtain directions to be able to attend the Special Meeting and votingvote in person. Attendance at the Meeting alone, however, will not revoke the proxy.
Each whole share will be entitled to one vote as to any matter on which it is entitled to vote and each fractional share will be entitled to a proportionate fractional vote. There is no cumulative voting in the election of Trustees.
Quorum and Methods of Tabulation
The presence of 40% of the outstanding shares of the Fund entitled to vote, present in person or represented by proxy, constitutes a quorum for Proposal 1 for the Fund. Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Board as inspectors for the Meeting.
For purposes of determining the presence of a quorum for the Meeting, the inspectors will count as present the total number of shares voted “for” or “against” approval of any proposal, as well as shares represented by proxies that reflect abstentions and “broker non-votes” (i.e., shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or the persons entitled to vote and the broker or nominee does not have the discretionary voting power on a particular matter). With regard to the Proposal, assuming the presence of a quorum, abstentions and “broker non-votes” will have the effect of a vote against the Proposal.
Adjournment
If a quorum is not present or sufficient votes in favor of the Proposal are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to a date within a reasonable time after the Record Date to permit further solicitation of proxies with respect to the Proposal. In addition, if the persons named as proxies determine it is advisable to defer action on the Proposal the persons named as proxies may propose one or more adjournments of the Meeting to a date within a reasonable time after the Record Date in order to defer action on the Proposal as they deem advisable. Any such adjournments will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies that they are entitled to vote in favor of the Proposal. They will vote against any such adjournment those proxies required to be voted against any of the Proposal. They will vote in their discretion shares represented by proxies that reflect abstentions and “broker non-votes”.
Other Service Providers
The principal executive office of the Trust is located at 615 East Michigan Street, Milwaukee, Wisconsin 53202. The Trust’s administrator, transfer and dividend disbursing agent isU.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202. The Trust’s principal underwriter/distributor is Quasar Distributors, LLC, 111 East Kilbourn Avenue, Suite 1250, Milwaukee, WI 53202.
Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP (“Tait”) has acted as the independent registered public accounting firm to the Trust since 1995. Upon recommendation of the Trust’s Audit Committee, the Board has selected Tait as the independent registered public accounting firm to audit and certify the Trust’s financial statements for the Fund's most recent and current fiscal year ended as of July 31, 2021. Representatives of Tait will not be present at the Meeting.
Audit Fees
For the Fund’s two most recent fiscal years ended in 2020 or 2021, as appropriate, aggregate fees billed by Tait for the audit of the Fund’s annual financial statements and services that are normally provided by Tait in connection with statutory and regulatory filings or engagements for those two fiscal years were $17,400 and $17,400, respectively.
Audit-Related Fees
Tait did not perform any assurance or services related to the performance of the audits of the Fund’s financial statements for the two most recent fiscal years ended in 2020 or 2021, as appropriate, which are not set forth under “Audit Fees” above.
Tax Fees
Tait prepared the Fund’s federal and state income tax returns for the two most recent fiscal years ended in 2020 or 2021, as appropriate. Aggregate fees billed to the Trust by Tait for professional services for tax compliance, tax advice, and tax planning were $3,600 and $3,600, respectively. All of these fees were required to be approved by the Audit Committee.
All Other Fees
Tait neither performed services for the Trust nor delivered any products to the Trust for the Fund’s two most recent fiscal years ended in 2020, or 2021, as appropriate, other than as set forth above.
Pre-Approval of Certain Services
The Audit Committee Charter requires pre-approval by the Trust of all auditing and permissible non-audit services to be provided to the Trust by Tait, including fees. Accordingly, all of these non-audit services were required to be pre-approved, and all of these non-audit services were pre-approved by the Audit Committee.
Non-Audit Fees Paid by the Investment Adviser and its Affiliates
For the Fund’s two most recent fiscal years ended in 2020, or 2021, as appropriate, Tait did not bill for any non-audit fees except for the preparation of the Fund’s federal and state income tax returns for such fiscal years as set forth above, and did not bill any investment adviser or its affiliate that provided ongoing services to the Fund for any non-audit fees.
Outstanding Shares
The number of shares of the Fund and class issued and outstanding on the Record Date were as follows:
| | | | | |
O’Shaughnessy Market Leaders Value Fund | Number of Issued and Outstanding Shares |
Class I | 15,638,539.201 |
As of the Record Date, the Trustees and officers of the Trust as a group owned beneficially less than one percent (1%) of the outstanding shares of the share class of the Fund and of the Trust as a whole. As of the close of business on the Record Date, the following persons were the only persons who were record owners or, to the knowledge of the Fund or Trust, were beneficial owners of 5% or more of the Fund or of the Trust’s outstanding shares.
Principal Holders of the O’Shaughnessy Market Leaders Value Fund – Class I Shares
| | | | | | | | |
Name and Address | % Ownership | Type of Ownership |
National Financial Services, LLC
499 Washington Boulevard
Jersey City, NJ 07310 | 55.99% | Record |
Charles Schwab & Co., Inc.
Special Custody Account
Attn: Mutual Funds Department
211 Main Street
San Francisco, CA 94105-1905 | 14.90% | Record |
Reports to Shareholders
Copies of the Fund’s most recent annual and semi-annual reports may be requested without charge by calling 1 (877) 291-7827, by visiting the Fund’s website at https://www.osfunds.com/Funds/Market-Leaders-Value-Fund or by writing to the Fund, c/o U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI 53202.
Other Matters
The Trust is not aware of any other matters that are expected to arise at the Meeting. If any other matter should arise, however, the persons named in properly executed proxies have discretionary authority to vote such proxies as they decide.
The Amended and Restated Agreement and Declaration of Trust of the Trust, and the Amended and Restated By-laws of the Trust, do not provide for annual meetings of shareholders and the Trust does not currently intend to hold such meeting in the future. Shareholder proposals for inclusion in a proxy statement for any subsequent meeting of the Trust’s shareholders must be received by the Trust in a reasonable period of time prior to any such meeting.
Notice to Banks, Broker-Dealers and Voting Trustees and their Nominees
Banks, broker-dealers, voting trustees and their nominees should advise the Trust, in care of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202, whether other persons are beneficial owners of shares held in their names for which proxies are being solicited and, if so, the number of copies of the Proxy Statement and Annual Reports they wish to receive in order to supply copies to the beneficial owners of the respective shares.
Exhibit A
ADVISORS SERIES TRUST
INVESTMENT ADVISORYSUB-ADVISORY AGREEMENT
with
This
O’Shaughnessy Asset Management, LLC
THIS INVESTMENT ADVISORY AGREEMENT is made as of the __[__] day of ______, 2021,[______], 2023, by and between Advisors Series Trust,among Medalist Partners LP, a Delaware business trust (hereinafter called the “Trust”limited partnership located at 777 Third Avenue, Suite 1402, New York, NY 10017 (the “Sub-Adviser”) and Semper Capital Management, L.P., a Delaware limited partnership located at 52 Vanderbilt Avenue, Suite 401, New York, NY 10017 (the “Manager”), on behalf of the series of theAdvisors Series Trust (the “Trust”) indicated on Schedule A which may be amended from time to time, (each(each a “Fund,”“Fund” and togethercollectively the “Funds”) and O’Shaughnessy Asset Management, LLC, a Delaware limited liability company (hereinafter called the “Advisor”).
WITNESSETH:
WHEREAS,the Manager and the Sub-Adviser are each registered as investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and
WHEREAS, the Trust is engaged in business as an open-end management investment company with one or more series of shares and is registered as such under the Investment Company Act of 1940, as amended (the “Investment Company“1940 Act”); and
WHEREAS, the Trust has retained the Manager to perform investment advisory services for the Funds under the terms of an investment advisory agreement, dated March 22, 2018 between the Manager and the Trust on behalf of the Funds (the “Management Agreement”); and
WHEREAS, the Manager, acting pursuant to the Management Agreement, wishes to retain the Sub-Adviser, and the Trust’s Board has approved the retention of the Sub-Adviser, to provide certain investment advisory services to the Funds listed on Schedule A (as it may be amended from time to time); and
WHEREAS, each Fund listed in Schedule A is a separate series of the Trust having separate assets and liabilities; and
WHEREAS, the Advisor is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”) and is engaged in the business of supplying investment advice as an independent contractor; and
WHEREAS, the Trust desires to retain the Advisor to render advice and services to the Fund pursuant to the terms and provisions of this Agreement, and the Advisor desires to furnish said advice and services;
NOW, THEREFORE, WITNESSETH in consideration of the covenants and the mutual promises hereinafter set forth,: That the parties to this Agreement, intending to be legally bound hereby mutually agree as follows:
1.APPOINTMENT OF ADVISOR.SUB-ADVISER.
(a) Acceptance. The TrustSub-Adviser is hereby employs the Advisorappointed and the AdvisorSub-Adviser hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period andappointment, on the terms herein set forth in this Agreement, subjectand for the compensation herein provided, to the supervision and direction of the Trust’s Board of Trustees (“Board of Trustees” or “Board”).
2.DUTIES OF ADVISOR.
(a)GENERAL DUTIES. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings to the Board or with the Securities and Exchange Commission; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”) upon at least five (5) days prior
notice. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law.
Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities 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, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records associated with or generated from the services rendered to the Fund and required to be maintained by the Advisor except to the extent the Fund has made arrangements for such books and records to be maintained by the Fund’s administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the Trustees or officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to each Fund's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.
Funds’ assets.
(b)BROKERAGE.Independent Contractor. The Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Advisor shall not direct orders to an affiliated person of the Advisor without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Advisor will effect all securities transactions for the benefit of the Fund in accordance with its duty to seek best execution. In selecting a broker-dealer to execute each particular transaction, the Advisor may take the following 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 and the transaction is effected in accordance with the Advisor’s obligation to obtain best execution.
Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Advisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Advisor shall determine, and the Advisor shall report on such allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor.
On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Advisor, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
The Trust authorizes and empowers the Advisor to open and maintain trading accounts in the name of a Fund and to execute for the Fund as its agent and attorney-in-fact standard institutional customer agreements with such broker or brokers as the Advisor shall select as provided herein. The Advisor shall cause all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board.
The Advisor further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for a Funds and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust from time to time. The Advisor shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Advisor except as expressly provided herein.
3.REPRESENTATIONS OF THE ADVISER.
(a)The Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.
(b)The Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order.
(c)The Advisor shall conduct its operations at all times in conformance with the Advisers Act, the Investment Company Act, and any other applicable state and/or self-regulatory organization regulations.
(d)The Advisor shall maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board of Trustees in connection with their approval of this Agreement.
4.INDEPENDENT CONTRACTOR. The AdvisorSub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided andor 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 forof the Trust or for the Fund. It is expressly understood and agreed that the services to be rendered by the Advisor to the Fund under the provisions of this Agreement are not to be deemed exclusive, and the Advisor shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby.Funds.
5.(c) ADVISER’S PERSONNEL.The Sub-Adviser’s Representations. The Advisor shall, at its own expense, maintain such staffSub-Adviser represents, warrants and employ or retain such personnelagrees that it has all requisite power and consult with such other persons as it shall from timeauthority to time determine to be necessary to the performance ofenter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. Without limitingThe Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the generality of the foregoing, the staff and personnel of the Advisor shall be deemed to include persons employed or retained by the Advisor to furnish statistical information, research, and other factualAdvisers Act.
(d) The Manager’s Representations. The Manager represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Manager further represents, warrants and agrees that it has the authority under the Management Agreement to recommend the appointment of the Sub-Adviser. The Manager further represents and warrants that it has received a copy of Part 2 of the Sub-Adviser’s Form ADV. The Manager further represents and warrants that the Funds are either (i) excluded from the definition of the term “pool” under Section 4.5 of the General Regulations under the Commodity Exchange Act (“Rule 4.5”), or (ii) a qualifying entity under Rule 4.5(b) for which a notice of eligibility has been filed.
(e) Plenary authority of the Board of Trustees. The Sub-Adviser and the Manager both acknowledge that each Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.
2. PROVISION OF INVESTMENT SUB-ADVISORY SERVICES.
The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the respective Fund, as established by the Funds and the Manager and provided to the Sub-Adviser in writing. The current policies, objectives and restrictions are attached hereto as Exhibit A. From time to time, the Manager or either Fund may provide the Sub-Adviser with written copies of additional or amended investment policies, guidelines and restrictions, which shall become effective at such time as agreed upon by both parties. The Sub-Adviser will, subject to the Manager’s oversight, make recommendations regarding the reinvestment of the assets for each Fund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Manager, consistent with the applicable investment policies, guidelines and restrictions, or any directions or instructions delivered to the Sub-Adviser in writing by the Manager or either Fund from time to time, and further subject to the plenary authority of the Funds’ Board of Trustees.
In addition, the Sub-Adviser will, at its own expense:
(a) advise the Manager and the Funds in connection with investment policy decisions to be made by it regarding the Funds and, upon request, furnish the Manager and the Funds with research, economic and statistical data in connection with the Funds’ investments and investment policies;
(b) submit such reports and information advice regarding economic factorsas the Manager or the Funds may reasonably request to assist the Funds’ custodian (the “Custodian”) in its determination of the market value of securities held in the Funds;
(c) maintain and trends,preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Manager, to the extent not maintained by the Manager or another agent of the Funds, and the Sub-Adviser hereby agrees that all records which it maintains for the Funds are the property of the Funds and further agrees to surrender promptly to the Funds copies of any such records upon a Fund’s request;
(d) To the extent reasonably requested by the Trust, use its best efforts to assist the Chief Compliance Officer of the Trust in respect of Rule 38a-1 under the 1940 Act, including, without limitation, providing the Chief Compliance Officer of the Trust with (a) current
copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto), (b) a summary of such policies and procedures in connection with the annual review thereof by the Trust required under Rule 38a-1, and (c) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in Rule 38a-1); and
(e) Except as permitted by the Trust’s policies and procedures, not disclose but shall treat confidentially all information in respect of the portfolio investments of the Funds, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by the Funds, and any and all trades of portfolio securities or other transactions effected for the Funds (including past, pending and proposed trades).
The Manager will be responsible for all class actions and lawsuits involving the Funds or securities held, or formerly held, in the Funds. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to technical and scientific developments, and such other information, advice and assistance aslawsuits involving the AdvisorFunds, including those involving securities presently or formerly held in a Fund, or the Trust's Boardissuers thereof, including actions involving bankruptcy. In the case of Trustees may desire and reasonably request and any compliance staff and personnel requirednotices of class action suits received by the Advisor.Sub-Adviser involving issuers presently or formerly held in a Fund, the Sub-Adviser shall promptly forward such notices to the Manager and, with the consent of the Manager, may provide information about the respective Fund to third parties for purposes of participating in any settlements relating to such class actions.
3. ALLOCATION OF EXPENSES.
6.EXPENSES.Each party to this Agreement shall bear the costs and expenses of performing its obligations hereunder. In this regard, the Funds shall assume the expense of:
(a) brokerage commissions for transactions in the portfolio investments of the Funds and similar fees and charges for the acquisition, disposition, lending or borrowing of such portfolio investments;
(a)With(b) custodian fees and expenses;
(c) all taxes, including issuance and transfer taxes, and reserves for taxes payable by the Funds to federal, state or other government agencies; and
(d) interest payable on any Fund borrowings.
The Sub-Adviser specifically agrees that with respect to the operation of the Fund,Funds, the AdvisorSub-Adviser shall be responsible for (i) the Fund’s organizational expenses; (ii) providing the personnel, office space and equipment reasonably necessary for the Advisor to provide its sub-advisory services hereunder, (iii) the expenses of printing and distributing extra copies of the Fund’s prospectus, statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders) to the extent such expenses are not covered by any applicable plan adopted pursuant to Rule 12b-1 under the Investment Company Act (each, a “12b-1 Plan”); (iv)Funds hereunder, and (ii) the costs of any special Board of Trustees meetings or shareholder meetings convened for the primary benefit of the Advisor; and (v) any costs of liquidating or reorganizing the Fund (unless such cost is otherwise allocated by the Board of Trustees).Sub-Adviser. If the AdvisorManager has agreed to limit the operating expenses of theeither Fund, the AdvisorManager shall also shall be solely responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit.
(b)The Fund is responsible for Nothing in this Agreement shall alter the allocation of expenses and has assumedcosts agreed upon between the obligation for payment of all of its expenses, other than as stated in Subparagraph 6(a) above or as may otherwise be agreed by the parties, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Fund including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the Investment Company Act, except for the records maintained by the Advisor pursuant to Section 2(a)(iv); taxes, if any; a pro rata portion of expenditures in connection with meetings of the Fund’s shareholdersFunds and the Trust’s Board of Trustees that are properly payable byManager in the Fund; salaries and expenses of officers of the Trust, including without limitation the Trust’s Chief Compliance Officer, and fees and expenses of members of the Trust’s Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Advisor; insurance premiums on property or personnel of each 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; allManagement Agreement or any portion of trade association dues or educational program expenses determined appropriate by the Board of Trustees; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Fund, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed.
(c)The Advisor may voluntarily or contractually absorb certain Fund expenses.
(d)To the extent the Advisor incurs any costs by assuming expensesagreement to which they are an obligation of the Fund as set forth herein, the Fund shall promptly reimburse the Advisor for such costs and expenses, except to the extent the Advisor has otherwise agreed to bear such expenses. To the extent the services for which a Fund is obligated to pay are performed by the Advisor, the Advisor shall be entitled toparties.
recover from such Fund4. SUB-ADVISORY FEES.
For all of the services rendered with respect to the extent ofFunds as herein provided, the Advisor’s actual costs for providing such services. In determining the Advisor’s actual costs, the Advisor may take into account an allocated portion of the salaries and overhead of personnel performing such services.
(e)The Advisor may not pay fees in addition to any Fund distribution or servicing fees to financial intermediaries, including without limitation banks, broker-dealers, financial advisors, or pension administrators, for sub-administration, sub-transfer agency or any other shareholder servicing or distribution services associated with shareholders whose shares are held in omnibus or other group accounts, except with the prior authorization of the Trust’s Board of Trustees. Where such arrangements are authorized by the Trust’s Board of Trustees, the Advisor shall report regularly to the Trust on the amounts paid and the relevant financial institutions.
7.INVESTMENT ADVISORY AND MANAGEMENT FEE.
(a)The FundManager shall pay to the Advisor, andSub-Adviser a fee (for the Advisor agrees to accept,payment of which the Funds shall have no obligation or liability), based on the Current Net Assets of the Funds (as defined below), as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement.
(b)The managementattached hereto and made a part hereof. Such fee shall be accrued daily byand payable monthly, as soon as practicable after the Fund and paid to the Advisor on the first businesslast day of each calendar month. In the succeeding month.
(c)The initial fee under this Agreement shall be payable on the first business daycase of the first month following the effective datetermination of this Agreement and shall be prorated as set forth below. If this Agreement is terminated priorwith respect to the end ofeither Fund during any calendar month, the fee with respect to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month accordingsuch Portfolio accrued 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 afterbut excluding, the date of termination shall be paid promptly following such termination. For purposes of computing the amount of advisory fee accrued for any day, “Current Net Assets” shall mean the respective Fund’s net assets, managed by the Sub-Adviser, as of the most recent preceding day for which that Fund’s net assets were computed.
5. LIABILITY; STANDARD OF CARE.
The Sub-Adviser, its affiliates, agents and employees, shall be indemnified by the Manager against all liabilities, losses or claims (including reasonable expenses arising out of defending such liabilities, losses or claims):
(d)The fee payable(a) arising from Funds’ or the Manager’s directions to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to a Fund.
(e)The Advisor voluntarilySub-Adviser or contractually may reduce any portion of the compensationCustodian, 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 a Fund under this Agreement. Any such reductionbrokers, dealers or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis.
(f)Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in any subsequent month in the three year period from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reduction and reimbursement) will not cause the Fund to exceed the lesser of: (1) the expense limitation in place at the time of the management fee reduction and expense payment; or (2) the expense limitation in place at the time of the reimbursement. Any such reimbursement is
also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.”
(g)The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable onlyothers with respect to the specific items covered thereby and shall not constitute an agreement not to require paymentmaking, retention or sale of any future compensationinvestment or reimbursementreinvestment hereunder; or
(b) arising from the acts or omissions of the Manager, the Custodian or the Funds, their respective affiliates, agents or employees;
except for any such liability or loss which is due to the Advisor hereunder.
8.NO SHORTING; NO BORROWING. The Advisor agrees that neither it nor anygross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its officersduties and obligations. The Sub-Adviser shall also be without liability hereunder for any action taken or employeesomitted by it in good faith and without gross negligence.
The Sub-Adviser shall take any short positioncomply with all applicable laws and regulations in the sharesdischarge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Fund. This prohibitionFunds; shall not preventact at all times in the purchase of such shares by anybest interests of the officers or employees ofFunds; and shall discharge its duties with the Advisor or any trust, pension, profit-sharing or other benefit plan for such persons or affiliates thereof, at a price not less than the net asset value thereof at the time of purchase, as allowed pursuant to rules promulgatedcare, skill, prudence and diligence under the Investment Company Act. The Advisor agreescircumstances then prevailing that neither it nor any of its officers or employees shall borrow from the Fund or pledge ora prudent person acting in a like capacity and familiar with such matters would use the Fund’s assets in connection with any borrowing not directly for the Fund’s benefit. For this purpose, failure to pay any amount due and payable to the Fund for a period of more than thirty (30) days shall constitute a borrowing.
9.CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE LAWS. Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, Amended and Restated By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of the Trust of its responsibility for and control of the conduct of the affairs of the Trust and Fund. In this connection, the Advisor acknowledges that the Trustees retain ultimate plenary authority over the Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.
10.REPORTS AND ACCESS.a similar enterprise. The Advisor agrees to supply such information to the Fund’s administrator and to permit such compliance inspections by the Fund’s administrator as shall be reasonably necessary to permit the administrator to satisfy its obligations and respond to the reasonable requests of the Board of Trustees.
11.ADVISER’S LIABILITIES AND INDEMNIFICATION.
(a)The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein.
(b)The AdvisorSub-Adviser shall be liable to the FundFunds for any loss (including brokerage charges) incurred by theeither Fund as a result of any improper investment made by the AdvisorSub-Adviser in contradictionviolation of Section 2 hereof.
However, the Investment Policies.
(c)In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Advisor, the AdvisorSub-Adviser shall not be subjectobligated to liabilityperform any service not described in this Agreement, and shall not be deemed by virtue of this Agreement to the Trusthave made any representation or the Fundwarranty that any level of investment performance or to any shareholderlevel of the Fund for any act or omissioninvestment results will be achieved.
Except as otherwise provided 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)Eachthis Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Funds, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expensesexpense and reasonable counsel fees incurred in connection therewith) arising out of the IndemnifiedIndemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that nothing hereinindemnification shall not be deemedpaid hereunder with
respect to protect any Indemnified Party against any liabilitymatter to the extent to which suchthe loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party would otherwise be subject by reason ofParty’s willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement.
(e)No provision of this Agreement, shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
12.NON-EXCLUSIVITY; TRADING FOR ADVISER’S OWN ACCOUNT. The Trust’s employment of the Advisor is not an exclusive arrangement. The Trust may from time to time employ other individuals or entities to furnish it with the services provided for herein. Likewise, the Advisor may act as investment adviser for any other person, and shall not in any way be limited or restricted from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided,further, however, that the Advisor expressly representsSub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Adviser’s obligations or duties hereunder.
If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it will undertake no activities which will adversely affect the performance of its obligationsmay otherwise have to the Fund under this Agreement; andIndemnified Party provided further thatsuch failure shall not affect in a material adverse manner the Advisor will adhere to a code of ethics governing employee trading and trading for proprietary accounts that conforms to the requirementsposition of the Investment Company Act andIndemnifying Party or the Advisers Act and has been approved by the Trust’s Board of Trustees.
13.TRANSACTIONS WITH OTHER INVESTMENT ADVISERS. The Advisor is not an affiliated person of any investment adviser responsible for providing adviceIndemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any other serieslegal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Trust,Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary.
The provisions of this paragraph 6 shall not apply in any action where the Indemnified Party is the party adverse, or of any promoter, underwriter, officer, director, member of an advisory board or employee of any other seriesone of the Trust. The Advisor shall not consult withparties adverse, to the investment adviser of any other series of the Trust concerning transactions for the Fund or any other series of the Trust.party.
6. TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT
14.TERM. (a) This Agreement shall become effective with respectgo into effect as to the FundFunds on the date set forth above provided that it shall have been approved by the Trust's Board and by the shareholders of the Fund in accordance with the requirements of the Investment Company Act, and shall, remainunless terminated as hereinafter provided, continue in effect for a period of two years unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one year so long as such continuation is approved at least annuallyfrom the latter of the date of approval by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of each Fund and (ii)(including the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof,of the Funds, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval.approval, or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Funds. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Funds 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 Funds, the Adviser or the Sub-Adviser at a meeting called for the purpose of voting on such approval) or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Funds. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the Investment Company Act.1940 Act;
15.RIGHT TO USE NAME
The Advisor warrants that each Fund’s name is not deceptive or misleading within the meaning of Rule 35d-1 under the Investment Company Act and that the Advisor has rights to any distinctive name used
by a Fund. Any concern regarding copyright, trademark, or patent infringement with respect to the name used by an Advisor Fund shall be resolved by the Advisor. Each Fund acknowledges that its use of any distinctive name is derivative of its relationship with the Advisor. Each Fund may use the name connected with the Advisor or any name derived from or using the name of the Advisor Funds 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, each Fund shall cease to use such a name or any other name connected with the Advisor.
It is understood and hereby agreed that the name “Advisors Series Trust” or “AST” is the property of the Trust for copyright and all other purposes. The Advisor undertakes and agrees that, in the event that the Advisor shall cease to act as investment adviser to the Fund, the Advisor shall promptly take all necessary and appropriate action to discontinue use of the Trust’s name and will further refrain from using the Trust’s name; provided, however, that the Advisor may continue to use the Trust’s name for the sole purpose of identifying the Trust as an account formerly managed by the Advisor or as otherwise consented to by the Trust in writing prior to such use.
It is additionally understood and hereby agreed that the name “O’Shaughnessy,” “O’Shaughnessy Asset Management LLC,” “OSAM LLC” or any reasonable derivation of the same, is the property of the Advisor for copyright and all other purposes. The Trust undertakes and agrees that, in the event that the Advisor shall cease to act as investment adviser to the Funds, the Trust shall promptly take all necessary and appropriate action to discontinue use of the Advisor’s name and will further refrain from using the Advisor’s name; provided, however, that the Trust may continue to use the Advisor’s name for the sole purpose of identifying the Trust as an account formerly managed by the Advisor or as otherwise consented to by the Advisor in writing prior to such use.
16.TERMINATION; NO ASSIGNMENT.
(a)(b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustFunds, or by vote of a majority of the outstanding voting securities of a Fund, at any time, with or without cause, and without payment of any penalty. This Agreement may also be terminated by the Manager, with or without cause, and without payment of any penalty, upon sixty (60)ninety (90) days’ written notice to the Advisor,respective Fund and the Sub-Adviser, and may be terminated by the AdvisorSub-Adviser, with or without cause, upon sixty (60)ninety (90) days’ written notice to the Fund.respective Fund and the Manager.
(c) This Agreement shall terminate automatically in the event of any assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated or not renewed.
(d) In the event of a termination or non-renewal of this Agreement, the AdvisorSub-Adviser shall cooperate in the orderly transfer of the respective Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the respective Fund maintained by the AdvisorSub-Adviser on behalf of the Fund.Fund to the Fund or its delegate.
7. SERVICES NOT EXCLUSIVE
(b)ThisThe services of the Sub-Adviser to the Manager and the Funds are not to be deemed exclusive and it shall be free to render similar services to others so long as its services hereunder are not impaired thereby. It is specifically understood that directors, officers and employees of the Sub-Adviser and of its subsidiaries and affiliates may continue to engage in providing portfolio management services and advice to other investment advisory clients. The Manager agrees that the Sub-Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Funds. Nothing in this Agreement shall terminate automaticallybe deemed to require the Sub-Adviser, its principals, affiliates, agents or employees to purchase or sell for the Funds any security which it or they may purchase or sell for its or their own account or for the account of any other client.
8. NO SHORTING; NO BORROWING
The Sub-Adviser agrees that neither it nor any of its officers or employees shall take any short position in the event of any transfer or assignment thereof, as defined in the Investment Company Act.
(c)If the Agreement is terminated due to a material change in business model or management structureshares of the Trust,Funds. This prohibition shall not prevent the Advisorpurchase of such shares by any of the officers or employees of the Sub-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 1940 Act. The Manager agrees that neither it nor any of its officers or employees shall borrow from the Funds or pledge or use the Funds’ assets in connection with any borrowing not directly for the Funds’ benefit. For this purpose, failure to pay any amount due and payable to the Funds for a period of more than thirty (30) days shall constitute a borrowing.
9. AMENDMENT
No provision of this Agreement may determine to reorganize the shareholder interestsbe changed, waived, discharged or terminated orally, but only by an instrument in the Trust to another investment company, and the Trust shall bear the administrative costs to transition the shareholder interests so the Advisor can continue such business in an equivalent manner as prior to such an event.writing signed by all parties.
17.10. NONPUBLIC PERSONAL INFORMATION.
Notwithstanding any provision herein to the contrary, the AdvisorSub-Adviser hereto agrees on behalf of itself and its managers, members,directors, trustees, shareholders, officers, and employees (1) to treat confidentially and as proprietary information of the TrustFunds (a) all records and other information relative to the Fund’sFunds’ 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”S-P”), promulgated under the Gramm-Leach-Bliley Act (the “G-L-B Act”“G-L-B Act”);, and (2) except after prior notification to
and approval in writing by the Trust, not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or as otherwise permitted by Regulation S-P or the G-L-B Act, and if in compliance therewith, the privacy policies adopted by the Trust and communicated in writing to
the Advisor.Sub-Adviser. Such written approval shall not be unreasonably withheld by the Trust and may not be withheld where the AdvisorSub-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.ANTI-MONEY LAUNDERING COMPLIANCE. The Advisor acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, “AML Laws”), the Trust has adopted an Anti-Money Laundering Policy. The Advisor agrees to comply with the Trust’s Anti-Money Laundering Policy and the AML Laws, as the same may apply to the Advisor, now and in the future. The Advisor further agrees to provide to the Trust and/or the administrator such reports, certifications and contractual assurances as may be reasonably requested by the Trust in respect of the Trust’s Anti-Money Laundering Policy. The Trust may disclose information regarding the Advisor to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by applicable law or regulation.
19.11. CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES. PROCEDURES
The AdvisorSub-Adviser acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”“Sarbanes-Oxley Act”), and the implementing regulations promulgated thereunder, the Trust and the FundFunds are required to make certain certifications and have adopted disclosure controls and procedures. To the extent reasonably requested by the Trust, the AdvisorSub-Adviser agrees to use its best efforts to assist the Trust and the FundFunds in complying with the Sarbanes-Oxley Act and implementing the Trust’s disclosure controls and procedures. The AdvisorSub-Adviser agrees to inform the Trust of any material development related to the Fund that the AdvisorSub-Adviser reasonably believes is relevant to the Fund’sFunds’ certification obligations under the Sarbanes-Oxley Act.
12. REPORTS AND ACCESS
The Sub-Adviser agrees to supply such information to the Manager and to permit such compliance inspections by the Manager or the Funds as shall be reasonably necessary to permit the administrator to satisfy its obligations and respond to the reasonable requests of the Trust.
13. NOTIFICATION
The Sub-Adviser agrees that it will provide prompt notice to the Manager and Funds about material changes in the employment status of key investment management personnel involved in the management of the Funds, material changes in the investment process used to manage the Funds and any changes in senior management, operations or ownership of the Sub-Adviser’s Firm.
14. NOTICES
Notices and other communications required or permitted under this Agreement shall be in writing, shall be deemed to be effectively delivered when actually received, and may be delivered by U.S. mail (first class, postage prepaid), by electronic transmission, by hand or by commercial overnight delivery service, addressed as follows:
| | | | | |
| MANAGER: | Semper Capital Management, L.P. 52 Vanderbilt Avenue, Suite 401, New York, NY 10017 Attn: Chief Operating Officer |
| | | | | |
| SUB-ADVISER: | Medalist Partners, LP 777 Third Avenue, Suite 1402, New York, NY 10017 Attn: [ ] |
20.
15. ASSIGNMENT
This Agreement may not be assigned by any party, either in whole or in part, without the prior written consent of each other party.
16. 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.
17. 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.
18. GOVERNING LAW
22.GOVERNING LAW.This Agreementagreement 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;of Delaware or any other jurisdiction; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company1940 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 onas of the day and year first above written.set forth above.
| | |
Semper Capital Management, L.P. (Adviser By: __________________________ Name: Gregory A. Parsons Title: Chief Executive Officer |
|
MEDALIST PARTNERS, LP (Sub-Adviser) By: Name: Title: |
EXHIBIT A
to the Sub-Advisory Agreement
INVESTMENT GUIDELINES
Investment Objectives and Policies
As described in Funds’ current prospectus and SAI provided by Manager and as agreed to by Sub-Adviser.
Investment Restrictions
As described in Funds’ current prospectus and SAI provided by Manager and as agreed to by Sub-Adviser.
SCHEDULE A
to the Sub-Advisory Agreement
Annual Sub-Advisory Fee Rate
| | | | | | | | |
| Based on Fund Assets | Semper MBS Total Return Fund | | | | Semper Short Duration Fund |
ADVISORS SERIES TRUST
on behalf of each series of the Trust listed on Schedule A
$0 up to $999,999,999
| 21.25 bps | O’SHAUGHNESSY ASSET MANAGEMENT, LLC11.25 bps |
$1,000,000,000 to $1,249,999,999
| 23.50 bps | 12.50 bps |
By:$1,250,000,000 to $1,499,999,999
| 24.50 bps | | By: | 13.00 bps |
Name:$1,500,000,000 to $1,999,999,999
| Jeff T. Rauman26.00 bps | | Name: | 14.00 bps |
Title:$2,000,000,000 and above
| President30.00 bps | | Title: | |
SCHEDULE A
to the Investment Advisory Agreement
| | | | | |
Series of Advisors Series Trust | Annual Fee Rate |
O’Shaughnessy Market Leaders Value Fund | 0.55% of average net assets up to $25 million,
0.45% of average net assets on the next $75 million,
0.35% of average net assets in excess of $100 million16.00 bps |
23
O’SHAUGHNESSY MARKET LEADERS VALUE FUND
Semper MBS Total Return Fund
A SERIES OF ADVISORS SERIES TRUST
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON December 20, 2021FEBRUARY 15, 2023
The undersigned hereby appoints each of MikeJeffrey T. Rauman and Kevin J. Malett and Cheryl L. King,Hayden, as Proxy of the undersigned, with full power of substitution, and hereby authorizes either of them to vote on behalf of the undersigned all shares of the Fund that the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at 11:3000 a.m. Central Time,time, on December 20, 2021. All shareholders are encouraged to cast a vote for their shares prior to December 20, 2021 so thatFebruary 15, 2023, at the offices of U.S. Bank Global Fund may reach a quorum to hold the meetingServices, 615 East Michigan Street, Milwaukee, Wisconsin 53202 (the “Meeting”), and at any postponements or adjournments thereof, as fully as the undersigned would be entitled to vote if personally present. This proxy will be governed by and construed in accordance with the laws of the State of Delaware and applicable federal securities laws. The execution of this proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than the revocation, in accordance with the laws of the State of Delaware and applicable federal securities laws, of any proxy previously granted specifically in connection with the voting of the shares subject hereto. This proxy may be revoked at any time prior to the exercise of the powers conferred thereby.
Important Notice Regarding Availability of Proxy Materials for the Special Meeting of Shareholders to be held December 20, 2021. The Proxy Statement for this meeting is available at:
https://vote.proxyonline.com/OShaughnessy/docs/proxy2021.pdf
| | |
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 1-877-478-5042. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on February 15, 2023. The proxy statement for this meeting is available at:
https://vote.proxyonline.com/semper/docs/2023mtg.pdf
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[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
O'SHAUGHNESSY MARKET LEADERS VALUE FUNDPROXY CARD
| | | | | |
| Semper MBS Total Return Fund | PROXY CARD |
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Please sign your nameThe signer(s) acknowledges receipt with this Proxy Statement of the Board of Trustees. Your signature(s) on this should be exactly as it appearsyour name(s) appear on this card.Proxy (reverse side). If youthe shares are a joint owner, any one of you may sign. When signing as executor, administrator, attorney, trustee,held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardian, or as custodian for a minor, please give yourguardians should indicate the full title as such. If youand capacity in which they are signing for a corporation, please sign the full corporate name and indicate the signer’s office. If you are a partner, sign in the partnership name.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 hasProposals have been unanimously approved by the Board of Trustees and recommended for approval by shareholders. This proxy when When properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FORas indicated or “FOR” the Proposal. In his or her discretion,proposals if no choice is indicated. The proxy will be voted in accordance with the Proxy is authorizedproxy holders’ best judgment as to vote upon suchany other matters asthat may properly come beforearise at the Special Meeting.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.PROPOSALS.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●
PROPOSAL
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | FOR | AGAINST | ABSTAIN | |
| 1. | To approve a new Investment Advisory Agreement between O’Shaughnessy Asset Management, LLC(“OSAM or the “Adviser”) andan investment sub-advisory agreement among the Trust, on behalf of the Fund.Funds, Semper Capital Management, L.P., and Medalist Partners LP | ○ | ○ | ○ |
| | | | | | |
| 2. | If necessary,To approve for the Funds to adjourn or postponeoperate under a “manager of managers arrangement, which would allow greater flexibility with respect to changing sub-advisory arrangements without shareholder approval, subject to prior approve by the Meeting to permit further solicitationBoard of proxies in the event that a quorum does not exist or a quorum exists but there are not sufficient votes at the timeTrustees of the Meeting to approve the Proposal.Trust | ○ | ○ | ○ |
| 3. | 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
A SERIES OF ADVISORS SERIES TRUST
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 15, 2023
The undersigned hereby appoints Jeffrey T. Rauman and Kevin J. Hayden, as Proxy of the undersigned, with full power of substitution, and hereby authorizes either of them to vote on behalf of the undersigned all shares of the Fund that the undersigned is entitled to vote at the Meeting of Shareholders of the Fund to be held at 11:00 a.m. Central time, on February 15, 2023, at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202 (the “Meeting”), and at any postponements or adjournments thereof, as fully as the undersigned would be entitled to vote if personally present.
| | |
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 1-877-478-5042. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on February 15, 2023. The proxy statement for this meeting is available at:
https://vote.proxyonline.com/semper/docs/2023mtg.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 Proposals have 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 proposals 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 PROPOSALS.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:●
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| | | FOR | AGAINST | ABSTAIN | |
| 1. | To approve an investment sub-advisory agreement among the Trust, on behalf of the Funds, Semper Capital Management, L.P., and Medalist Partners LP | ○ | ○ | ○ |
| 2. | To approve for the Funds to operate under a “manager of managers arrangement, which would allow greater flexibility with respect to changing sub-advisory arrangements without shareholder approval, subject to prior approve by the Board of Trustees of the Trust | ○ | ○ | ○ |
| 3. | To transact such other business as may properly come before the Special Meeting and any adjournments thereof. | ○ | ○ | ○ |
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