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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ox Preliminary Proxy Statement.
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ADVISORS SERIES TRUST
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Semper MBS Total Return Fund
Semper Short Duration Fund
each a series of Advisors Series Trust
615 East Michigan Street, Milwaukee, Wisconsin 53202
December 29, 2022[ ], 2023
Dear Shareholder:
I am writing to inform you about an upcoming special meeting (the “Special Meeting”) of the shareholders of the Semper MBS Total Return Fund and Semper Short Duration Fund (the(each, a “Fund” and collectively, the “Funds”), each a series of Advisors Series Trust (the “Trust”). The Special Meeting is being held to seek shareholder approval of the proposalsproposal (the “Proposals”“Proposal”) discussed below and in the accompanying Proxy Statement:
(i)approval of To approve an investment sub-advisory agreementInvestment Advisory Agreement between Semper Capital Management, L.P. and Medalist Partners LP and the Trust, on behalf of each Fund; andFund. No increase in shareholder fees or expenses is being proposed.
(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)toTo 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,Proposal, 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 areProposal is in the best interest of the Fundseach Fund and theirits shareholders and recommendrecommends that you vote “FOR” the proposals.Proposal. Importantly, approval of the ProposalsProposal 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,September 20, 2023, at the offices of U.S. Bank Global Fund Services, 615777 East Michigan Street,Wisconsin Avenue, 5th Floor, Milwaukee, Wisconsin 53202. If you are a shareholder of record as of the close of business on December 12, 2022,July 31, 2023, you are entitled to vote at the Special Meeting and at any adjournment thereof. Your vote is extremely important. While you are welcome to join us at the Special Meeting, most shareholders will cast their votes by filling out, signing, and returning 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 solicitations. Please vote today.
If you have any questions regarding the ProposalsProposal or Proxy Statement, please do not hesitate to call toll-free 1-877-478-5042.[1-______]. Representatives will be available Monday through Friday, 9 a.m. to 10 p.m. Eastern time.
Thank you for taking the time to consider these important proposalsproposal and for your continuing investment in the Funds.
Sincerely,
Gregory A. Parsons
Chief Executive Officer
Semper Capital Management, L.P.
Semper MBS Total Return Fund
Semper Short Duration Fund
each a series of Advisors Series Trust
615 East Michigan Street, Milwaukee, Wisconsin 53202
NOTICE OF SPECIAL MEETING
TO BE HELD February 15,SEPTEMBER 20, 2023
A special meeting of shareholders (the “Special Meeting”) of the Semper MBS Total Return Fund and Semper Short Duration Fund (the(each, a “Fund” and collectively, the “Funds”), each a series of Advisors Series Trust (the “Trust”), will be held on February 15,September 20, 2023, at 11:00 a.m. Central time, at the offices of the Funds’ administrator, U.S. Bank Global Fund Services, 615777 East Michigan Street,Wisconsin Avenue, 5th Floor, Milwaukee, Wisconsin 53202. At the Special Meeting, or any adjournments thereof, shareholders of each Fund will be asked to act upon the following proposals:Proposal:
PROPOSAL 1: To approve an investment sub-advisory agreementInvestment Advisory Agreement between Semper Capital Management, L.P. and Medalist Partners LP and the Trust, 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 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.
PROPOSAL 3: To transact such other business as may properly come before the Special Meeting and any adjournments thereof.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMEND THAT YOU VOTE “FOR” THE PROPOSALS.PROPOSAL.
The Trust’s Board of Trustees has fixed the close of business on December 12, 2022,July 31, 2023, 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 proposalsproposal above, shareholders may also consider any other business as may be properly brought before the Special Meeting.
Please read the accompanying Proxy Statement. Your vote is very important to us regardless of the number of votes you hold. Shareholders who do not expect to attend the Special Meeting are requested to complete, sign, and promptly return the enclosed proxy card so 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
December 29, 2022[ ], 2023
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND THE PROPOSALSPROPOSAL
Below is a brief overview of the matters being submitted to a shareholder vote. Your vote is important, 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 proposalsproposal (the “Proposals”“Proposal”), and keep it for future reference.
QUESTIONS AND ANSWERS
Q.
Question 1: Why are you sending me this information?
A.
Answer: You are receiving these proxy materials because you have the right to vote on an important ProposalsProposal concerning your investment in the Semper MBS Total Return Fund and/or Semper Short Duration Fund (each, a “Fund” and collectively the “Funds”).
Q.
Question 2: What areis the ProposalsProposal being considered at the Meeting?
A.
Answer:You are being asked to voteapprove a new investment advisory agreement between Medalist Partners LP (“Medalist Partners”) and the Trust, on the following proposals:behalf of each Fund (the “New Investment Advisory Agreement”).
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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 eitherSemper Capital Management, L.P. (“Semper Capital”), the current investment adviser to the Funds, and Medalist Partners previously entered into a Services Agreement in October 2022 and a Sub-Advisory Agreement in March 2023, whereby the firms formed a partnership to focus on investment opportunities in the structured credit market. Under this partnership, Medalist Partners has been providing certain investment and support services to Semper Capital and the Funds. On July 14, 2023,Semper Capital and Medalist Partners entered into a new agreement to expand their partnership, whereby, upon obtaining relevant client approvals, Medalist Partners would (1) hire certain employees of Semper Capital and (2) transition all investment and support functions to Medalist Partners (the “Transition”). The Transition is expected to take effect in the third quarter of 2023. Medalist Partners has agreed to an economic sharing arrangement with Semper Capital with respect to the Funds for a period following the Transition. Simultaneously with the effectiveness of the Proposals affectTransition, Semper Capital intends to terminate the investments madeinvestment advisory agreements with the Trust, on behalf of the Funds (“Prior Investment Advisory Agreements”).
To provide for continuity in the operation of the Funds and upon the recommendation of Semper Capital, 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 July 20, 2023, determined that it would be in the best interests of each Fund and its shareholders to approve the New Investment Advisory Agreement that as soon as feasibly possible after receiving shareholder approval. Accordingly, shareholders of each Fund must approve the New Investment Advisory Agreement in order to replace the Prior Investment Advisory Agreements, which will allow Medalist Partners to serve as each Fund’s investment adviser. Mr. Thomas Mandel, CFA, current Chief Investment Officer of Semper Capital, who has been a portfolio manager of each Fund since each Fund’s inception, will become an employee of Medalist Partners and will continue to be a portfolio manager responsible for day-to-day investment management of each Fund. It is anticipated that effective after the Transition, Mr. Gregory Richter, CEO and Partner of Medalist Partners, will join Thomas Mandel as a portfolio manager for each Fund. Mr. Vesta Marks, who has been a portfolio manager of each Fund since January 2023, will not become an employee of Medalist and will no longer serve as a portfolio manager to the Funds.
The terms of the New Investment Advisory Agreement are substantially identical to the terms of the Prior Investment Advisory Agreements, except for the investment adviser, dates of execution, effectiveness, and termination. As shown in the table below, the New Investment Advisory Agreement will have the same investment management fee schedule for each Fund as under the Prior Investment Advisory Agreements. Additionally, the expense limitation that is currently in place for each Fund’s total operating expenses will remain unchanged for at least two years from the effective date of the New Investment Advisory Agreement.
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| Fund | Management Fee | Expense Cap |
Semper MBS Total Return Fund (to be renamed Medalist Partners MBS Total Return Fund) | 0.60% for net assets up to $1.5 billion,
0.55% for the next $1 billion, and
0.50% over $2.5 billion | 0.90% |
Semper Short Duration Fund (to be renamed Medalist Partners Short Duration Fund) | 0.35% | 0.60% |
If the Proposal is not approved by the Funds?
A. No. ApprovalFunds’ shareholders, the Board will consider alternatives for the Funds and take such action as it deems necessary and in the best interests of each Fund and its shareholders, which may include further solicitation of a Fund’s shareholders or liquidation of the Proposals by Fund shareholders will not have any effect onFund.
Question 3: Will 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.
Answer:No. Approval of the 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.
Question 4: Why am I being asked to approve a Sub-AdvisoryNew Investment Advisory Agreement?
A.
Answer:At a meeting of the Trust’s Board of Trustees (the “Board”) held on The AdvisorJuly 20, 2023, the Board approved the New Investment Advisory Agreement. Under the Investment Company Act of 1940, as amended (the “1940 Act”), the approval of a new Investment Advisory Agreement for the Funds also requires the affirmative vote of a “majority of the outstanding voting securities” of each Fund. Accordingly, you are being asked to approve the New Investment Advisory Agreement.
If the Funds’ shareholders approve the New Investment Advisory Agreement, Medalist Partners will assume the responsibilities of being the Funds’ investment adviser and will replace Semper Capital as investment adviser to the Funds. Mr. Thomas Mandel, CFA, current Chief Investment Officer of Semper Capital, who has determined that it would benefitbeen a portfolio manager of each Fund since each Fund’s inception, will become an employee of Medalist Partnersand its shareholders if will continue to be a portfolio manager responsible for day-to-day investment management of each Fund. It is anticipated that effective after the Transition, Mr. Gregory Richter, CEO and Partner of Medalist were toPartners, will join Thomas Mandel as a portfolio manager for each Fund. Mr. Vesta Marks, who has been a portfolio manager of each Fund since January 2023, will not become an employee of Medalist and will no longer 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 whichFunds. Before the Funds invest. The existing portfolio manager(s) will remain responsible for oversight of Medalist and for day-to-day management ofNew Investment Advisory Agreement can take effect, the assets in each Fund and will retain final decision making authority with respectFunds’ shareholders must vote to selection of Fund portfolio holdings.approve the New Investment Advisory Agreement.
Q.Question 5: What are the reasons for the proposed change in Investment Adviser to the Fund?
Answer:As stated above, Semper Capital and Medalist Partners entered into a new agreement to expand their partnership, whereby, upon obtaining relevant client approvals, Medalist Partners would (1) hire certain employees of Semper Capital and (2) transition all investment and support functions to Medalist Partners. Medalist Partners has agreed to an economic sharing arrangement with Semper Capital with respect to the Funds for a period following the Transition. The Board weighed a number of other factors in reaching its decision to approve the New Investment Advisory Agreement for Medalist Partners to serve as the investment adviser for the Funds, including the history, reputation, qualifications and resources of Medalist Partners and the fact that Semper Capital’s current Chief Investment Officer and the portfolio manager of each Fund since inception would continue to provide the day-to-day management of the Funds at Medalist Partners. The Board also considered that, as a result of the proposal, the Funds’ advisory fees would not increase and that all costs incurred by the Funds as a result of the Transition would be borne by Semper Capital and Medalist Partners, not the Funds’ shareholders. The Board additionally considered that Semper Capital believes that Medalist Partners has access to broader investment resources and institutional infrastructure, 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.
Question 6: Will there be any changes in the services provided by the AdvisorInvestment Adviser to the Funds under the Sub-Advisory Agreement?Funds?
A.
Answer: No. Under the proposed arrangements, the AdvisorMedalist Partners will continue to provide substantially the same day-to-day portfolio management services to the Funds as itSemper Capital 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.Question 7: 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.Answer:Yes. It is anticipated that effective March 30, 2023, Vesta Marks, CFA, Managing Director, a portfolio managerafter the Transition, Mr. Gregory Richter, CEO and HeadPartner of Trading at the Advisor,Medalist Partners, will join Thomas Mandel, CFA, CIO,current Chief Investment Officer of Semper Capital, as a portfolio manager for each Fund. This change is unrelated toMr. Vesta Marks, who was named a portfolio manager of both Funds in January 2023, will not become an employee of Medalist Partners. Accordingly, he will not be part of the proposals being considered.portfolio management team after the Transition.
Q.
Question 8: Will there be any changes to the Funds’ investment policies, strategies or risks in connection with the Sub-AdvisoryNew Investment Advisory Agreement?
A.
Answer: Each Fund’sNo. None of the Funds’ investment policies, strategies, andor risks will not change as a result of either Proposalthe Proposal.
Q.
Question 9: Will there be any other changes to the Funds as a result of the change in Investment Adviser?
Answer: Yes. Once shareholders approve the New Investment Advisory Agreement with Medalist Partners, the names of the Funds will be changed to reflect the name of the new Investment Adviser as follows:
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| Existing Fund Names | | Proposed New Fund Names |
| Semper MBS Total Return Fund | à | Medalist Partners MBS Total Return Fund |
| Semper Short Duration Fund | à | Medalist Partners Short Duration Fund |
Question 10: What will happen if Fund shareholders do not approve eitherthe Proposal?
A.
Answer:Each Fund will vote separately on each Proposal.the Proposal and the approvals are not contingent on one another. It is possible that the ProposalsProposal 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. EachThe Proposal will be implemented with respect to the Funds that approved it. InIf the case that a Proposal is not approved by the Funds’ shareholders, the Board will consider other possible courses of action. The Board willalternatives for the Funds and take such action
as it deems necessary and in the best interests of thateach Fund and its shareholders, which may include further solicitation of thata Fund’s shareholders or solicitationliquidation of the approval of different proposals.Fund.
Q.
Question 11: How does the Board recommend that I vote in connection with the Proposals?Proposal?
A.
Answer:The Board unanimously recommends that you vote “FOR” the approval of the ProposalsProposal described in the Proxy Statement.
OTHER MATTERS
Q.
Question 12: Will my Fund pay for this proxy solicitation?
A.
Answer: No. The Advisor Semper Capital and Medalist Partners or its affiliates will pay forare bearing the costs of this proxy solicitation, including the printing and mailing of the Proxy Statement and related materials.
Q.
Question 13:. How can I vote my shares?
A.
Answer: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.
Question 14: How may I revoke my proxy?
A.
Answer: 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.Question 15: Where can I obtain additional information about this Proxy Statement?
A.
Answer: If you need any assistance, or have any questions regarding the ProposalsProposal or how to vote your shares, please call our proxy solicitor, ASTEQ Fund Solutions (the “Proxy Solicitor”), at 1-877-478-5042.[1-______]. Representatives are available to assist you Monday through Friday, 9:00 a.m. to 10:00 p.m. Eastern Time.
Semper MBS Total Return Fund
Semper Short Duration Fund
each a series of Advisors Series Trust
615 East Michigan Street
Milwaukee, Wisconsin 53202
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PROXY STATEMENT December 29, 2022[ ], 2023
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This Proxy Statement is being furnished to the shareholders of the Semper MBS Total Return Fund and the Semper Short Duration Fund (together(each a “Fund,” and collectively, 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 its shareholders’ proxies for use at a special meeting of shareholders of the Funds (the “Special Meeting”) to be held on February 15,September 20, 2023, at 11:00 a.m. Central time, at the offices of the Fund’s administrator, U.S. Bank Global Fund Services, 615777 East Michigan Street,Wisconsin Avenue, 5th Floor, Milwaukee, Wisconsin 53202, for the purposes set forth below and in the accompanying Notice of Special Meeting.
Shareholders of record at the close of business on the record date, established as December 12, 2022July 31, 2023 (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting. The approximate mailing date of this Proxy Statement to shareholders is January 3,August 14, 2023. The Special Meeting will be held to obtain shareholder approval for the following proposalsproposal (the “Proposals”“Proposal”):
PROPOSAL 1: To approve an investment sub-advisory agreementInvestment Advisory Agreement between Semper Capital Management, L.P. and Medalist Partners LP and the Trust, 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 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.
PROPOSAL 32: 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 the Funds’ current prospectus and statement of additional information (“SAI”). Please call the Funds at (855) 736-7799 (855-SEM-PRXX) or write to the Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701, to request an annual report, prospectus, or SAI, or with any questions you may have relating to this Proxy Statement.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting.
This Proxy Statement is available on the internet at [https://vote.proxyonline.com/semper/docs/proxy2023.pdf]. You may request a copy by mail [(Semper Funds] c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, WI 53201-0701) or by telephone at [1-______]. 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 vote in person.
Background. Semper Capital Management, L.P. (“Semper Capital”), the Funds’ investment advisor,adviser, is an investment advisoradviser registered with the U.S. Securities and Exchange Commission (“SEC”) and has provided investment advisory services to the Funds since each Fund’s inception. The Advisor has proposed to the Board of Trustees of the Trust (the “Board”) that Medalist Partners, LP serve as sub-advisor to each of the Funds. The Advisor has also proposed that both Funds operate under a “manager of managers” arrangement. Such arrangement would allow the Advisor the flexibility to change sub-advisory arrangements without shareholder approval, but subject to prior approval by the Board.
At an in-person meeting of the Board held on December 7-8, 2022 (the “Meeting”), the Advisor requested, and the Board, including a majority of the Trustees who are not interested persons of the Trust (as defined by the 1940 Act) (the “Independent Trustees”), approved an investment 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 and will continue to advise the Funds, whether or not shareholders approve the Sub-Advisory Agreement, and there will be no changes to either Fund’s investment objective, investment strategies or policies as a result of the addition of Medalist as a sub-advisor.
Approval 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 alternativestheir inceptions--July 2013 for the Fund 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 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.
PROPOSAL 1: APPROVAL OF SUB-ADVISORY AGREEMENT
The Advisor, located at 52 Vanderbilt Avenue, Suite 401, New York, NY 10017, has served as the investment advisor to the Semper MBS Total Return Fund, since its inception on July 22, 2013 and has served as the investment advisor toDecember 2010 for the Semper Short Duration Fund (including its predecessor fund) since its inception on December 23, 2010. The AdvisorFund. Semper Capital manages the Semper MBS Total Return Fund pursuant to an investment advisory agreement dated March 22, 2018, which agreement was approved by a majority of the Fund’s outstanding voting securities at a shareholder meeting held the same day. The purpose of the shareholder meeting was to seek shareholder approval to increase the investment management fee for the Fund. The AdvisorSemper Capital 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.Semper Capital. The Board most recently renewed the Agreementsinvestment advisory agreements with Semper Capital (“Prior Investment Advisory Agreements”) for an additional year at a meeting held December 7-8, 2022.
Semper Capital and Medalist Partners previously entered into a Services Agreement in October 2022 and a Sub-Advisory Agreement in March 2023, whereby the firms formed a partnership to focus on investment opportunities in the structured credit market. Under this partnership, Medalist Partners has been providing certain investment and support services to Semper Capital and the Funds. On July 14, 2023,Semper Capital and Medalist Partners entered into a new agreement to expand their partnership, whereby, upon obtaining relevant client approvals, Medalist Partners would (1) hire certain employees of Semper Capital and (2) transition all investment and support functions to Medalist Partners (the “Transition”). The Transition is expected to take effect in the third quarter of 2023. Medalist Partners has agreed to an economic sharing arrangement with Semper Capital with respect to the Funds for a period following the Transition. Simultaneously with the effectiveness of the Transition, Semper Capital intends to terminate the Prior Investment Advisory Agreements. Accordingly, shareholders of each Fund must approve the New Investment Advisory Agreement to be effective simultaneously with the Transition.
To provide for continuity in the operation of the Funds and upon the recommendation of Semper Capital, 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 July 20, 2023, determined that it would be in the best interests of each Fund and its shareholders to approve the New Investment Advisory Agreement that as soon as feasibly possible after receiving shareholder approval. Accordingly, shareholders of each Fund must approve the New Investment Advisory Agreement in order to replace the Prior Investment Advisory Agreements, which will allow Medalist Partners to serve as each Fund’s investment adviser. Mr. Thomas Mandel, CFA, current Chief Investment Officer of Semper Capital, who has been a portfolio manager of each Fund since each Fund’s inception, will become an employee of Medalist Partners and will continue to be a portfolio manager responsible for day-to-day investment management of each Fund. It is anticipated that effective after the Transition, Mr. Gregory Richter, CEO and Partner of Medalist Partners, will join Thomas Mandel as a portfolio manager for each Fund. Mr. Vesta Marks, who has been a portfolio manager of each Fund since January 2023, will not become an employee of Medalist and will no longer serve as a portfolio manager to the Funds. The terms of the New Investment Advisory Agreement are substantially identical to the terms of the Prior Investment Advisory Agreements, except for the investment adviser, dates of execution, effectiveness, and termination. The New Investment Advisory Agreement will have the same investment management fee schedule for each Fund as under the Prior Investment Advisory Agreements. Additionally, the expense limitation that is currently in place for each Fund’s total operating expenses will remain unchanged for at least two years from the effective date of the New Investment Advisory Agreement.
The New Investment Advisory Agreement cannot become effective until approved by a majority vote of the outstanding shares of each Fund. Semper Capital will continue to advise the Funds pursuant to the Prior Investment Advisory Agreements until shareholders approve the New Investment Advisory Agreement. None of the Funds’ investment policies, strategies, or risks will change as a result of the Proposal.
Other Fund fees and expenses will not increase as a result of the approval of the New Investment Advisory Agreement. The New Investment Advisory Agreement is expected to become effective soon after its approval at the Special Meeting upon closing of the Transition. If the Proposal is not approved by the Funds’ shareholders, the Board will consider alternatives for the Funds and take such action as it deems necessary and in the best interests of each Fund and its shareholders, which may include further solicitation of a Fund’s shareholders or liquidation of the Fund.
The Board believes the Proposal is in the best interests of each Fund and its shareholders and recommends that you vote “FOR” the Proposal. Importantly, approval of the Proposal will not result in any increase in shareholder fees, nor will it change the number of shares you own of the Funds.
PROPOSAL: APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT
The proposed new investment adviser, Medalist Partners LP, 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 SEC. Medalist Partners 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 Partners are Gregory Richter, Michael Ardisson and John Slonieski. Gregory Richter is also the managing member of Medalist Partners General LLC, the general partner of Medalist Partners. The Board approved the New Investment Advisory Agreement with Medalist Partners at a meeting held July 20, 2023. For its services, the Semper MBS Total Returneach Fund pays the Advisor awill pay Medalist Partners monthly management fee that is calculated atfees identical to the annual rate of 0.60% of its average daily net assets up to $1.5 billion, 0.55% for the 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 atfees currently paid to Semper Capital under the annual rate of 0.35% of its average daily net assets. Prior Investment Advisory Agreements, as shown in the table below.
| | | | | | | | |
| Fund | Management Fee | Expense Cap |
Semper MBS Total Return Fund (to be renamed Medalist Partners MBS Total Return Fund) | 0.60% for net assets up to $1.5 billion,
0.55% for the next $1 billion, and
0.50% over $2.5 billion | 0.90% |
Semper Short Duration Fund (to be renamed Medalist Partners Short Duration Fund) | 0.35% | 0.60% |
For the fiscal year ended November 30, 2022, the AdviserSemper Capital received a management fee of 0.60% of the Semper 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 sub-advisor.
Medalist, 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 SEC. 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 managing member of Medalist Partners General LLC, the general partner of Medalist.
Summary of the Sub-AdvisoryNew Investment Advisory Agreement. A copy of the form of the Sub-AdvisoryNew Investment Advisory Agreement is attached to this Proxy Statement as Exhibit A. The following description of the material terms of the Sub-AdvisoryNew Investment Advisory Agreement is only a summary and is qualified in its entirety by reference to Exhibit A.
Duration and Termination.The Sub-Advisory Similar to the Prior Investment Advisory Agreements, the New Investment Advisory Agreement provides that it will become effective upon the latter of approval by a majority of the Trustees who are not interested persons of the Trust as defined in the 1940 Act (“Independent Trustees”) and, if required, by a vote of the majority of the outstanding voting securities of the Fund. As with the Prior Investment Advisory Agreements, the New Investment Advisory Agreement provides that it shall remain in effect for an initial period ofeach Fund for two years unless sooner terminated. Afterfrom the initial two-year period, continuationeffective date and thereafter for successive periods of the Sub-Advisory Agreement fromone year, to year is subject to annual Board approval as required by the Board, including at least a majority1940 Act. Like the Prior Investment Advisory Agreements, the New Investment Advisory Agreement provides for the termination of the Independent Trustees.
The Sub-Advisory Agreement may be terminated without penalty (i)agreement with respect to each Fund at any time (1) by the vote of athe majority of the Board or by the vote of a majority of the outstanding voting securities of athe Fund or by the Advisor, in each case, upon sixty (90)on at least 60 days’ written notice to the Sub-Advisor; (ii) immediately upon any assignment, as defined in the 1940 Act;investment adviser; or (iii)(2) by the Sub-Advisor upon ninety (90)investment adviser on not less than 60 days’ written notice to the AdvisorFund.
Management Fee. The New Investment Advisory Agreement and Prior Investment Advisory Agreements contain identical fee structures as outlined above.
Brokerage Policies. Both the New Investment Advisory Agreement and the Board.
Prior Investment Advisory Agreements provide that Sub-Advisory Services.the respective investment adviser The Sub-Advisory Agreement requiresshall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection and for negotiation of brokerage commission rates, provided that the Sub-Advisor provide investment recommendationsadviser shall not direct orders to the Advisor, in accordance with each Fund’s investment objective, guidelines, policies, and restrictions, with such recommendations subject to the final determinationsan affiliated person of the Advisor. The Sub-Advisor is subjectinvestment adviser without general prior authorization to oversight byuse such affiliated broker or dealer from the Advisor.Board. Similar to Semper Capital, Medalist Partners’ 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, Medalist Partners may take the following into consideration: the best net price available; the
Management Fees. The Sub-Advisory Agreement has a sub-advisory fee, paid byreliability, integrity and financial condition of the Advisorbroker-dealer; the size of and not bydifficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Funds based on the average daily net assets of each Fund, equala continuing basis. The price to the ratesFunds in any transaction may be less favorable than that available from another broker-dealer if the table below. The feedifference is computed daily and paid monthly. Because the sub-advisory fee is paidreasonably justified by the Advisor and not by the Funds, approvalother aspects of the Sub-Advisory Agreement will not affect the fees paid by Fund shareholders.
| | | | | | | | |
Based on Fund Assets | Semper MBS Total Return Fund | Semper Short Duration Fund |
$0 up to $999,999,999 | 21.25 bps | 11.25 bps |
$1,000,000,000 to $1,249,999,999 | 23.50 bps | 12.50 bps |
$1,250,000,000 to $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 |
portfolio execution services offered.Brokerage Policies. The Sub-Advisory Agreement does not authorize the Sub-Advisor to perform any brokerage services for either Fund.
Payment of Expenses. Under the New Investment Advisory Agreement, Medalist Partners is responsible for providing the personnel, office space and equipment reasonably necessary for the operation of the Funds, the expenses of printing and distributing copies of the Funds’ prospectus, statement of additional information, and sales and advertising materials to prospective investors (to the extent such expenses are not covered by any applicable plan adopted pursuant to Rule 12b-1 under the 1940 Act), the costs of any special Board meetings or shareholder meetings convened for the primary benefit of Medalist Partners, and any costs of liquidating or reorganizing the Funds. The Sub-AdvisoryNew Investment Advisory Agreement also provides that Medalist Partners shall be responsible on a monthly basis for any operating expenses that exceed the Sub-Advisor will pay allagreed upon expense limit, subject to the terms of such agreement. Identical terms currently apply to Semper Capital under the costs and expenses incurred by it in connection with the sub-advisory services provided for the Funds.Prior Investment Advisory Agreements.
Other Provisions. The Sub-AdvisoryNew Investment Advisory Agreement provides 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 itsthe duties underimposed on Medalist Partners by the agreement, on the part of the Sub-Advisor, the Sub-Advisor shallMedalist Partners will not be subject to liability to the Trust or the Fund or to any shareholder of the FundFunds 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 or other asset by the Fund.Funds. Identical terms concerning limits on liability and indemnification apply to Semper Capital under the Prior Investment Advisory Agreements.
Portfolio ManagerManagers. If Fund shareholders approve the Proposal, there will be no changetwo changes to the Funds’ portfolio manager(s).management teams. Mr. Thomas Mandel, CFA, current Chief Investment Officer of Semper Capital, who has been a portfolio manager of each Fund since each Fund’s inception, will become an employee of Medalist Partners and will continue to be a portfolio manager responsible for day-to-day investment management of each Fund. It is anticipated that effective March 30, 2023, Vesta Marks, CFA, Managing Director, a portfolio managerafter the Transition, Mr. Gregory Richter, CEO and HeadPartner of Trading at the Advisor,Medalist Partners, will join Thomas Mandel CFA, CIO, as a portfolio manager for each Fund. This change is unrelatedMr. Vesta Marks, who has been a portfolio manager of each Fund since January 2023, will not become an employee of Medalist and will no longer serve as a portfolio manager to the proposals being considered. TheFunds. Accordingly, if the Proposal is approved by shareholders, the portfolio manager(s)managers of the Funds will remainbe as follows:
| | | | | | | | |
| Portfolio Managers | Position(s) with Medalist Partners | Managed the AdviserFund Since: |
| Thomas Mandel, CFA | Chief Investment OfficerPortfolio Manager—Liquid Alternatives | Semper MBS Total Return Fund, January 2015 Semper Short Duration Fund, December 2010 |
| Gregory Richter | CEO, Partner and Portfolio Manager | Semper MBS Total Return Fund, Anticipated September2023 Semper Short Duration Fund, Anticipated September 2023 |
| | |
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.Medalist Partners. Information regarding the principal executive officers and directors of Medalist Partners is set forth below. The address of Medalist Partners and its executive officers and directors is 777 Third Avenue, Suite 1402, New York, NY 10017. The following are the executive officers and directors of Medalist:
| | | | | | | | |
| Name | | Position with Sub-AdvisorMedalist Partners |
| Gregory Richter | | Chief Executive Officer, Co-Head of Structured Credit & Asset Finance, Partner |
| Michael Ardisson | | Head of Business Development, Chief Operating Officer, President, Partner |
| Gurdev Dillon | | Chief Financial Officer of Private Credit |
| John Slonieski | | Director of Private Credit, Partner |
| Ericka Iachello | | Chief Compliance Officer and Chief Financial Officer of Structured Credit |
No Trustee or officer of the Trust currently holds any position with Medalist Partners or its affiliated persons.
Recommendation of the Board of Trustees. The Board believes that the terms and conditions of the Sub-AdvisoryNew Investment Advisory Agreement are fair to, and in the best interests of, the Fundseach Fund and theirits shareholders. The Board was presented
with information demonstrating that the Sub-AdvisoryNew Investment Advisory Agreement would enable each Fund’s shareholders to continue to obtain quality services at a cost that was fair and reasonable.
In considering the Sub-AdvisoryNew Investment Advisory Agreement, the Board took into consideration (i)(1) the nature, extent, and quality of the services to be provided by Medalist; (ii)Medalist Partners; (2) the historical performance of the Funds; (iii)(3) the estimated cost of the services to be provided by Medalist Partners and the fact that the sub-advisory feemanagement fees will be paid entirely byidentical to the Advisor; (iv)existing management fees of the Funds; (4) any fall-out benefits that may be enjoyed by Medalist Partners or its affiliates; (v) comparative fee information for other accounts managed by Medalist; (vi)(5) the Funds’ portfolio management team will remain in tact, with an additional Portfolio Manager for the Funds will remain the same;to be added; and (vii)(6) other factors the Board deemed to be relevant.
In connection with the Board’s review of the New Investment Advisory Agreement, the Trustees considered a variety of matters, including, among others, the following:
•Medalist Partners has been acting as a strategic partner to Semper Capital in supporting the Funds through a Services Agreement since October 2022. This has included providing resources across the investments, operations, accounting, compliance and client functions.
•Medalist Partners became a sub-advisor to the Funds in February 2023.
•At this time, both Semper and Medalist Partners believe that the most efficient way to manage the Funds is to transition them onto Medalist Partners’ platform, whereby Medalist Partners would become the investment adviser to the Funds.
•A core member of the Semper Capital team that currently directly manages the Funds (i.e., Thomas Mandel, CIO), who has managed each Fund since inception, will be hired by Medalist Partners to continue managing the Funds. Additionally, Gregory Parsons, current Chief Executive Officer of Semper Capital, will be hired by Medalist Partners to continue supporting the Funds.
•That Semper Capital was subject to certain conflicts of interest in recommending the approval of Medalist Partners as the new investment adviser to the Funds.The Board noted that Medalist Partners has agreed to an economic sharing arrangement with Semper Capital with respect to the Funds for a period following the Transition.
Prior to and during the Meeting held July 20, 2023, representatives from the Advisor and Sub-AdvisorMedalist Partners, presented additional oral and written information to help the Board evaluate the Sub-Advisor’sinvestment adviser’s fees and other aspects of the Sub-AdvisoryNew Investment Advisory Agreement. Among other things, representatives from the Sub-AdvisorMedalist Partners provided an overview of their advisory business, including key personnel, the firm’s compliance infrastructure, and the firm’s rigorous investment research process. Medalist Partners provided the Board with prior performance data of a private fund that invests in structured fixed income securities, which the Board found to be acceptable. The Board then discussed the materials and oral presentation that it had received and any other information that the Board received at the Meeting, and deliberated on the approval of the Sub-AdvisoryNew Investment Advisory Agreement in light of this information. In its deliberations, the Board did not identify any single piece of information discussed below that was all-important or controlling.
Nature, Extent, and Quality of Services Provided. The Board noted the responsibilities that Medalist Partners would have under the proposed investment sub-advisory agreement.New Investment Advisory Agreement. The Board noted the Advisor believesthat Semper Capital believed that the engagement of Medalist Partners should enhance the quality of research services that are being provided to the Funds. The Board also noted that Medalist Partners would be hiring Mr. Mandel, who has managed each Fund since inception, as an employee and that he would continue to be one of the portfolio managers responsible for day-to-day management of the Fund.
In considering the nature, extent, and quality of the services to be provided by the Sub-Advisor,Medalist Partners, the Board considered the quality of the Sub-Advisor’sMedalist Partners’ compliance infrastructure and the determination by the Advisor that the Sub-AdvisorMedalist Partners has appropriate compliance policies and procedures in place. The Board noted that it had previously received a copy of the Sub-Advisor’s
Medalist Partners’ registration form (“Form ADV”)(Form ADV), as well as the response of the Sub-AdvisorMedalist Partners to a detailed series of questions which included, among other things, information about the background and experience of the team members that would primarily responsible for making recommendations to the Advisor.members. The Board also considered Medalist’sMedalist Partners’ resources and capacity with respect to portfolio management, compliance, and operations.
After discussion, the Independent Trustees concluded that the Sub-AdvisorMedalist Partners has the appropriate personnel and compliance policies and procedures to perform its duties under the Sub-Advisory AgreementMedalist Partners and that the nature, overall quality, cost, and extent of such services was expected to be satisfactory.
The Funds’ historical performance and the overall performance of Medalist Partners. The Board reviewed the performance of the Funds, noting that Medalist Partners was not the named investment adviser of the Funds for the period of the Funds’ performance being reviewed, but that the portfolio manager who had been managing each Fund since each Fund’s inception will continue to be one of the portfolio managers for each Fund. The Board reviewed the performance of the Semper MBS Total Return Fund and Semper Short Duration Fund as of March 31, 2023, on both an absolute basis and a relative basis in comparison to its peer funds utilizing Morningstar classifications, appropriate securities market benchmarks. While the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance. When reviewing each Fund’s performance against the comparative peer group universe, the Board took into account that the investment objectives and strategies of the Fund, as well as its level of risk tolerance, may differ significantly from funds in the peer universe. When reviewing a Fund’s performance against broad market benchmarks, the Board took into account the differences in portfolio construction between the Fund and such benchmarks as well as other differences between actively managed funds and passive benchmarks, such as objectives and risks. In assessing periods of relative underperformance or outperformance, the Board took into account that relative performance can be significantly impacted by performance measurement periods and that some periods of underperformance may be transitory in nature while others may reflect more significant underlying issues.
For the Semper MBS Total Return Fund, the Board noted that the Fund underperformed the Morningstar peer group average for the one- and five-year periods and outperformed for the three-year period ended March 31, 2023. The Board noted that the Fund underperformed the average of its Cohort group for the one-, three- and five-year periods ended March 31, 2023.
For the Semper Short Duration Fund, the Board noted that the Fund outperformed the Morningstar peer group for the one-, three- and ten-year periods and underperformed for the five-year period ended March 31, 2023. The Board also noted that the Fund outperformed the Cohort average for the one-, three-, and ten-year periods and underperformed for the five-year period ended March 31, 2023.
Costs of Services Provided and Economiesthe Structure of Scalethe Advisory Fees under the New Investment Advisory Agreement. . The Board reviewed the sub-advisoryadvisory fees to be paid by the Advisor to Medalist Partners for its services to the Funds under the Sub-AdvisoryNew Investment Advisory Agreement.
For the Semper MBS Total Return Fund, the Board noted that Medalist Partners had contractually agreed to maintain an annual expense ratio for the Fund of 0.90%, excluding certain operating expenses and class-level expenses (the “Expense Cap”). The Board took into consideration that the contractual management fee was above the Cohort’s median and average of its cohort, while the net expense ratio was above the Cohort average and median. The Board noted that the Fund’s management fee of 0.60% is in the second quartile of the Morningstar peer group, while the net expense ratio is below the Morningstar peer group average.
For the Semper Short Duration Fund, the Board noted that Medalist Partners had contractually agreed to maintain an annual expense ratio for the Fund of 0.60%, excluding certain operating expenses and class-level expenses (the “Expense Cap”). The Board took into consideration that the contractual management fee was below the Cohort’s median and average, but that the Fund’s net expense ratio was above the Cohort’s median and average. The Board noted that the Fund’s management fee of 0.35% is in the top quartile of the Morningstar peer group, while the Fund’s net expense ratio is above its Morningstar peer group average.
The Board also considered Medalist Partners’ representation that none of its separate accounts are managed identically to the Funds.
The Board determined that it would continue to monitor the appropriateness of the advisory fees for the Funds and concluded that, at this time, the fees to be paid to Medalist Partners, as investment adviser were fair and reasonable.
Economies of Scale. The Board also considered whether economies of scale would be paidrealized by the Advisor from the fee the Advisor receives from the Funds and notedMedalist Partners 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 toshould be provided and size of the Funds.shared with shareholders. The Board further determinednoted that Medalist Partners has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the sub-advisory fee reflected an appropriate allocation ofFunds do not exceed the advisory fee paid byspecified Expense Caps for at least a two-year period, but noted that for the Semper MBS Total Return Fund, to the Advisor given the work to be performed by each firm. The Board also evaluated the compensation and benefits expected to be received by Medalist fromexpenses are currently running below its relationship with the Funds, taking into account an analysis of Medalist’s estimated profitability with respect to the Funds.
Expense Cap. The Board recognized that the Sub-AdvisorMedalist Partners is likely to realize economies of scale in managing the Funds as assets grow in size. The Board determined that it would monitor fees as the Funds grow to determine whether economies of scale were being effectively shared with the Funds and their shareholders.
The Profits to be realized by Medalist Partners and its affiliates from their relationship with the Funds. The Board reviewed Medalist Partners’ financial information and took into account both the potential direct benefits and the indirect benefits to Medalist Partners from advising the Funds. The Board considered the estimated profitability to Medalist Partners from its new relationship with the Funds and considered any potential additional material benefits likely to be derived by Medalist Partners from its relationship with the Funds, such as Rule 12b-1 fees. The Board also considered that the Funds historically do not generate “soft dollar” benefits that may be used by Medalist Partners in exchange for Fund brokerage. After such review, the Board determined that the estimated profitability to Medalist Partners with respect to the New Investment Advisory Agreement was not excessive.
Conclusion. No single factor was determinative of the Board’s decision to approve the Sub-AdvisoryNew Investment Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the Sub-AdvisoryNew Investment Advisory Agreement, including the compensation payable under the agreement, was fair and reasonable to the Funds. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the Sub-AdvisoryNew Investment Advisory Agreement was in the best interests of the Funds and their shareholders.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUNDS VOTE “FOR” APPROVAL OF THE 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 interests of the shareholders of the Fund. The Board including the trusteesunanimously recommends 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“FOR” 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.New Investment Advisory Agreement.
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 distribute 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.
Effect 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.Proposal. All direct expenses associated with the Proposals will be borne by the Advisor Semper Capital and Medalist Partners or its affiliates are bearing the costs of this proxy solicitation, including the printing and mailing of the Proxy Statement and related materials. The Funds are not by the Funds.bearing any costs related to this proxy solicitation. See below for more information about the total estimated costs.
Required Vote. Approval of the Proposals requireProposal with respect to each Fund, requires the affirmative vote of a “majority of the outstanding voting securities” of the respective Fund. Under the 1940 Act, a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present or represented by proxy at the Special Meeting if the holders of more than 50% of the outstanding shares are present or represented by proxy at the Special Meeting, or (b) more than 50% of the outstanding shares. If the Proposal 1 is not 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 Fundseach Fund and theirits shareholders, which may include further solicitation of a Fund’s shareholders or liquidation of the Funds’ shareholders to approve either the Sub-Advisory Agreement or a different, newly proposed sub-advisory agreement.Fund.
OTHER BUSINESS
Additional Information about the Trust. No Trustee or officer of the Trust currently holds any position with any investment adviser or sub-advisorsub-adviser to the Trust.
Record Date/Shareholders Entitled to Vote. Each Fund is a separate series, or portfolio, of the Trust, a Delaware statutory trust and registered investment company under the 1940 Act. The 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.Proposal. No class of either Fund has different or separate voting rights with respect to any of the proposals.Proposal.
Shareholders of the Trust at the close of business on December 12, 2022,July 31, 2023, 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.[1-______]. 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 ProposalsProposal 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 ProposalsProposal and vote against adjournment all proxies that voted against the Proposals.Proposal.
Quorum Required. Each Fund must have a quorum of shares represented at the Special Meeting, in person or by proxy, to take action on any matter relating to that Fund. Under the Trust’s Agreement and Declaration of Trust, as amended, a quorum is constituted by the presence in person or by proxy of at least 40% of the outstanding shares of the Fund entitled to vote at the Special Meeting.
Abstentions do not represent votes cast for a proposal but will be counted for purposes of determining whether a quorum is present. “Broker non-votes” are shares held by a broker or nominee as to which instructions have not been received from the beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power but for which a broker or nominee returns the proxy card or otherwise votes without actually voting on a proposal. However, it is the Trust’s understanding that because broker-dealers, in the absence of specific authorization from their customers, will not have discretionary authority to vote any shares held beneficially by their customers on the matters expected to be presented at the Special Meeting, there are unlikely to be any “broker non-votes” at the Special Meeting.
If a quorum is not present at the Special Meeting, 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 AdvisorSemper Capital or Sub-adviser,Medalist Partners, none of whom will be paid for these services, or by a third-party proxy solicitation firm. The Advisor will paySemper Capital and Medalist Partners or its affiliates are bearing the costs of this proxy solicitation, including the Special Meetingprinting and mailing of the expenses incurred in connection with the solicitation of proxies.Proxy Statement and related materials. The expenses connected with the Proposals,Proposal, the Special Meeting and the solicitation of proxies are estimated to be $100,000.[$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 AdvisorSemper Capital may reimburse such broker-dealer firms, custodians, nominees, and fiduciaries for their reasonable expenses incurred in connection with such proxy solicitation, including reasonable expenses in communicating with persons for whom they hold shares of a Fund.
Other Information. The Funds’ distributor and principal underwriter is Quasar Distributors, LLC, 111 E. Kilbourn Ave., Suite 2200, Milwaukee, Wisconsin 53202. U.S. Bancorp Fund Services, LLC, doing business as
U.S. Bank Global Fund Services, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Funds’ transfer agent and administrator.
Share Ownership. To the knowledge of the Trust’s management, as of the close of business on December 12, 2022,July 31, 2023 (the Record Date), the officers and Trustees of the Trust, as a group, beneficially owned less than one percent of each Fund’s
outstanding shares and less than one percent of the Trust’s outstanding shares. To the knowledge of the Trust’s management, as of the close of business on December 12, 2022,July 31, 2023, 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 most of the shares referred to below were held by the persons indicated in accounts for their fiduciary, agency or custodial customers. Any shareholder listed below as owning 25% or more of the outstanding shares of a Fund may be presumed to “control” (as that term is defined in the 1940 Act) the Fund. Shareholders controlling a Fund could have the ability to vote a majority of the shares of the Fund on any matter requiring the approval of the Fund’s shareholders.
Semper MBS Total Return FundFund) – 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 |
| | | | | | | | | | | | | |
| 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
| | | [...] | [...] | Record |
National Financial Services, LLC
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995
| | | [...] | [...] | Record |
TD Ameritrade Inc.
FBO Our Clients
P.O. Box 2226
Omaha, NE 68103-2226
| | | [...] | [...] | Record |
UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 | | | [...] | [...] | Record |
Semper MBS Total Return FundFund)– 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
| | | [...] | [...] | Record |
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901
| | | [...] | [...] | Record |
RELIANCE TRUST CO
PO BOX 78446
ATLANTA GA 30357
| | | [...] | [...] | Record |
Zions First National Bank
PO Box 30880
Salt Lake City, UT 84130-0880
| | | [...] | [...] | Record |
UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 | | | [...] | [...] | 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 |
| | | | | | | | | | | | | |
| 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
| | | [...] | [...] | Record |
UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761
| | | [...] | [...] | Record |
JP Morgan Securities, LLC
1 Metrotech Ctr. N. Fl. 3
Brooklyn, NY 11201-3873 | | | [...] | [...] | Record |
Semper Short Duration Fund –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
| | | [...] | [...] | Record |
UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761
| | | [...] | [...] | 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
| | | [...] | [...] | Record |
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901
| | | [...] | [...] | 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 |
| | | | | |
| | | | | | | | | | | | | |
| 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
| | | [...] | [...] | Record |
National Financial Services, LLC
499 Washington Blvd, 4th Floor
Jersey City, NJ 07310-1995
| | | [...] | [...] | Record |
SEI Private Trust Company
Attn: Mutual Fund Administrator
c/o Principal Financial
One Freedom Valley Drive
Oaks, PA 19456-9989
| | | [...] | [...] | Record |
TD Ameritrade Inc.
FBO Our Clients
P.O. Box 2226
Omaha, NE 68103-2226
| | | [...] | [...] | Record |
Reliance Trust Co FBO
Fiduciary Trust C/R
PO Box 78446
Atlanta, GA 30357 | | | [...] | [...] | 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).736-7799.
GENERAL INFORMATION
Other Matters to Come Before the Special Meeting. The Trust’s management does not know of any matters to be presented at 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.
Shareholder Proposals. The Agreement and Declaration of Trust, as amended, 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 meetings 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 a reasonable period of time prior to 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 (855) 736-7799 (855-SEM-PRXX).736-7799. If you currently receive multiple copies of Proxy Statements or shareholder reports and would like to request to receive a single copy of documents in the future, please call (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.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting.
This Proxy Statement is available on the internet at https://vote.proxyonline.com/semper/docs/2023mtg.pdf. You may request a copy by mail (Semper Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, WI 53201-0701) or by telephone 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 vote in person.
Exhibit A
INVESTMENT SUB-ADVISORYADVISORY AGREEMENT
with
MEDALIST PARTNERS, LP
This AGREEMENT is made as of the [__] day of [______][…], 2023, by and amongbetween Advisors Series Trust, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust indicated on Schedule A, which may be amended from time to time (the “Fund”), and the investment adviser of the Fund, Medalist Partners, LP, a Delaware 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 Advisors Series Trust (the “Trust”) indicated on Schedule A (each a “Fund” and collectively the “Funds”“Adviser”).
WITNESSETH:
WHEREAS,the Manager and the Sub-Adviser are eachTrust is an open-end management investment company, registered as such under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and
WHEREAS, the Fund listed on Schedule A is a series of the Trust having separate assets and liabilities; and
WHEREAS, the Adviser is registered as an investment advisersadviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);, and is engaged in the business of supplying investment advice as an independent contractor; and
WHEREAS,the Trust is engaged in business as an open-end investment company with one or more seriesdesires to retain the Adviser to render advice and services to the Fund pursuant to the terms and provisions of sharesthis Agreement, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”);Adviser desires to furnish said advice and services;
WHEREAS, the Trust has retainedAdviser agrees to serve as the Manager to perform investment advisory servicesadviser for the Funds underFund on 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”);conditions set forth herein; 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, the Adviser may retain one or more sub-advisors (the “Sub-Advisors”) to render portfolio management services to the Fund pursuant to an investment sub-advisory agreement between a Fund, the Adviser and each Fund listed in Schedule A issuch Sub-Advisor (each, a separate series of the Trust having separate assets and liabilities;“Sub-Advisory Agreement”).
NOW, THEREFORE, WITNESSETH: That in consideration of the covenants and the mutual promises hereinafter set forth, the parties to this Agreement, intending to be legally bound hereby, mutually agree as follows:
1.APPOINTMENT OF SUB-ADVISER.
(a) ADVISER.Acceptance. The Sub-Adviser isTrust hereby appointedemploys the Adviser and the Sub-AdviserAdviser hereby accepts such employment, to render investment advice and related services with respect to the appointment,assets of the Fund for the period and on the terms herein set forth in this Agreement, subject to the supervision and fordirection of the compensation herein provided,Trust’s Board of Trustees (the “Board of Trustees” or “Board”).In rendering such services, the Adviser may, with the consent of the Board as described below, engage one or more Sub-Advisors to provide day-to-day management of all or a portion of the Fund’s portfolio, including the purchase and sale of securities held in the portfolio of the Fund, subject to the oversight and supervision of the Adviser.
2.DUTIES OF ADVISER.
a.GENERAL DUTIES. The Adviser shall act as investment adviser to the Funds’ assets.Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and
restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Adviser (collectively, the “Investment Policies”).In providing such services, the Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law and shall supervise and oversee any services provided by any Sub-Advisor to the Fund.
Without limiting the generality of the foregoing, the Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (Independent Contractori.e.. , placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund (or delegate such responsibility to vote proxies), and file beneficial ownership reports required by Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), for the Fund; (iv) maintain records relating to the advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or the Fund pursuant to applicable law; (v) furnish reports, statements and other data on securities, valuations of Fund assets, economic conditions and other matters related to the investment of the Fund’s assets which the officers of the Trust may reasonably request; (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees; and (vii) shall be responsible for overseeing the performance of the Sub-Advisors.The Sub-AdviserAdviser may pay the Sub-Advisor a portion of the compensation received by the Adviser hereunder; provided, however, that the Adviser shall remain fully liable for all of its obligations under this Agreement.It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.
b.BROKERAGE. In connection with the investment and reinvestment of the assets of the Fund, the Adviser is authorized (and can delegate to Sub-Advisors) to select the brokers, dealers or futures commission merchants that will execute purchase and sale transactions for the Fund’s portfolio, to execute for the Fund as its agent and attorney-in-fact standard customer agreements and other documentation in connection with opening trading accounts with such brokers, dealers or futures commission merchants, including, but not limited to, ISDA agreements, and to use all reasonable efforts to obtain the best available price and most favorable execution (“best execution”) with respect to all such purchases and sales of portfolio securities for said portfolio provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. The Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Such records shall be made available to the Trust upon request.
Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities to clients for which it exercises investment discretion.Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it
on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor.
When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and of those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard institutional customer agreements with such broker or brokers as the Adviser shall select as provided herein. The Adviser further shall have the authority to instruct the custodian to pay cash for securities and other property delivered to the custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust from time to time. The Adviser shall not have authority to cause the custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.
3.REPRESENTATIONS OF THE ADVISER.
a.The Adviser shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.
b. The Adviser shall maintain all licenses and registrations necessary to perform its duties hereunder in good order.
c.The Adviser shall conduct its operations at all times in conformance with the Advisers Act, the Investment Company Act, and any other applicable state and/or self-regulatory organization regulations.
d.The Adviser shall maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board of Trustees in connection with their approval of this Agreement.
4.INDEPENDENT CONTRACTOR.
The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided orand authorized to do so, have no authority to act for or represent the Trust or the Fund in any way, or in any way be deemed an agent for the Trust or for the Fund. It is expressly understood and agreed that the services to be rendered by the Adviser to the Fund under the provisions of this Agreement are not to be deemed exclusive, and that the Adviser may give advice and take action with respect to other clients, including affiliates of the Funds.Adviser, that may be similar or different from that given to the Fund.
(c) 5.ADVISER’S PERSONNEL.
The Sub-Adviser’s Representations. The Sub-Adviser represents, warrantsAdviser shall, at its own expense, maintain such staff and agrees thatemploy or retain such personnel and consult with such other persons as it has all requisite power and authorityshall from time to enter into and performtime determine to be necessary to the performance of its obligations under this Agreement,Agreement. Without limiting the generality of the foregoing, the staff and has taken all necessary corporate actionpersonnel of the Adviser shall be deemed to authorize its execution, deliveryinclude any compliance staff and performancepersonnel required by the Adviser and reasonably requested by the Board of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.Trustees.
(d) 6.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.EXPENSES.
(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 as 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 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 lawsuits involving the Funds, including those involving securities presently or formerly held in a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the 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.
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;
(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 withWith respect to the operation of the Funds,Fund, the Sub-AdviserAdviser shall be responsible for (i) the Fund’s organizational expenses; (ii) providing the personnel, office space and equipment reasonably necessary to provideperform its sub-advisory servicesobligations 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 Funds hereunder, and (ii)extent such expenses are not covered by any applicable plan adopted pursuant to Rule 12b-1 under the Investment Company Act (each, a “12b-1 Plan”); (iv) the costs of any special Board of Trustees meetings or shareholder meetings convened for the primary benefit of the Sub-Adviser. Adviser and attendance at required annual Board meeting; (v) the costs associated with any supplements to the Fund’s registration statement created at the Adviser’s request; (vi) the fees and expenses of any Sub-Advisor engaged to provide investment advisory services to the Fund; and (vii) any costs of liquidating or reorganizing the Fund (unless such cost is otherwise allocated by the Board of Trustees).If the ManagerAdviser has agreed to limit the operating expenses of eitherthe Fund, the ManagerAdviser also shall also be solely responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit. Nothinglimit, subject to the terms of such agreement.
b.The Fund is responsible for and has assumed the obligation for payment of all of its expenses, other than as stated in this Agreement shall alterSubparagraph 6(a) above, including but not limited to: fees and expenses incurred in connection with the allocationissuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Fund including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the Investment Company Act; taxes, if any; a pro rata portion of expenditures in connection with meetings of the Fund’s shareholders and the Board of Trustees that are properly payable by the Fund; salaries and expenses of officers of the Trust, including without limitation the Trust’s Chief Compliance Officer, and fees and expenses of members of the Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Adviser; insurance premiums on property or personnel of the Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Fund or other communications for distribution to existing shareholders which are covered by any 12b-1 Plan; legal, auditing and accounting fees; all or any portion of trade association dues or educational program expenses determined appropriate by the Board of Trustees; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under applicable securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Fund, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed.
c.The Adviser may voluntarily or contractually absorb certain Fund expenses.
d.To the extent the Adviser incurs any costs by assuming expenses which are an obligation of the Fund as set forth herein, the Fund shall promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed upon betweento bear such expenses. To the Fundsextent the services for which the Fund is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from such Fund to the extent of the Adviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into account an allocated portion of the salaries and overhead of personnel performing such services.
e.To the Managerextent that the Adviser pays fees in the Management Agreementaddition 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 agreementshareholder servicing or distribution services associated with shareholders whose shares are held in omnibus or other group accounts, the Adviser shall report such payments regularly to which they are parties.
4. SUB-ADVISORY FEES.
For all of the services rendered with respect to the Funds as herein provided, the Manager shall pay to the Sub-Adviser a fee (for the payment of which the Funds shall have no obligation or liability), based on the Current Net Assets of the Funds (as defined below), as set forth in Schedule A attached hereto and made a part hereof. Such fee shall be accrued daily and payable monthly, as soon as practicable after the last day of each calendar month. In the case of termination of this Agreement with respect to either Fund during any calendar month, the fee with respect to such Portfolio accrued to, but 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):
(a) arising from Funds’ or the Manager’s directions to the Sub-Adviser or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment 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 gross 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 duties and obligations. The Sub-Adviser shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence.
The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Funds; shall act at all times in the best interests of the Funds; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Funds for any loss (including brokerage charges) incurred by either Fund as a result of any investment made by the Sub-Adviser in violation of Section 2 hereof.
However, the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be deemed by virtue of this Agreement to have made any representation or warranty that any level of investment performance or level of investment results will be achieved.
Except as otherwise provided in this 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 partyamounts paid 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be paid hereunder withrelevant financial institutions.
respect
7.INVESTMENT ADVISORY AND MANAGEMENT FEE.
a.The Fund shall pay to the Adviser, and the Adviser agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement.
b.The management fee shall be accrued daily by the Fund and paid to the Adviser on the first business day of the succeeding month.
c.The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any mattermonth, the fee to the Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination.
d.The fee payable to the Adviser under this Agreement will be reduced to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been causedany receivable owed by the Indemnified Party’s willful misfeasance, bad faith,Adviser to the Fund and as required under any expense limitation applicable to a Fund.
e.The Adviser voluntarily may reduce any portion of the compensation or gross negligence in the performancereimbursement of duties hereunder or reckless disregard of obligations and duties underexpenses due to it pursuant to this Agreement and provided further, however, thatmay agree to make payments to limit the Sub-Adviserexpenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only be required to indemnifysuch specific reduction or payment and hold harmlessshall not constitute an Indemnified Partyagreement to reduce any future compensation or reimbursement due to the extent the loss, liability, claim, damage,Adviser hereunder or expense ofto continue future payments. Any such Indemnified Party was attributablereduction will be agreed to the willful misfeasance, bad faith, gross negligence, or reckless disregardprior to accrual of the Sub-Adviser’s obligationsrelated expense or duties hereunder.
If indemnification is tofee and will 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 may otherwise have to the Indemnified Party provided such failure shall not affect inestimated daily and reconciled and paid on a material adverse manner the position of the Indemnifying Party or the Indemnified 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 legal 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 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.monthly basis.
The provisions of this paragraph 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
6. TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT
(a) This Agreement shall go into effect as to the Funds on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the latter of the date of approval by (i) the Board of Trustees of the Trust (including the vote of a majority of the Trustees of the Trust who are not interested persons of the Funds, the Adviser or the Sub-Adviser, cast in person 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. 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 1940 Act;
(b) This Agreement may be terminated by the Trust on behalf of the Funds, 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 ninety (90) days’ written notice to the respective Fund and the Sub-Adviser, and may be terminated by the Sub-Adviser, with or without cause, upon ninety (90) days’ written notice to the 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 Sub-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 maintainedAny such reductions made by the Sub-Adviser on behalfAdviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Fund or its delegate.
7. SERVICES NOT EXCLUSIVE
The servicesAdviser, if so requested by the Adviser, within the following 36 months from the date of the Sub-Advisermanagement fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) will not cause the Fund to exceed the lesser of (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 the Board’s review and approval at the time reimbursement is made. Such reimbursement may not be paid prior to the Manager and the Funds areFund’s payment of current ordinary operating expenses.
g.The Adviser may agree not to be deemed exclusive andrequire payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement 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 takenapplicable only with respect to the Funds. Nothing in this Agreementspecific items covered thereby and shall be deemednot constitute an agreement not 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 accountpayment of any other client.future compensation or reimbursement due to the Adviser hereunder.
8.NO SHORTING; NO BORROWINGBORROWING.
The Sub-AdviserAdviser agrees that neither it nor any of its officers or employees shall take any short position in the shares of the Funds.Fund. This prohibition shall not prevent the purchase of such shares by any of the officers or employees of the Sub-AdviserAdviser 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 1940Investment Company Act. The ManagerAdviser agrees that neither it nor any of its officers or employees shall borrow from the FundsFund or pledge or use the Funds’Fund’s assets in connection with any borrowing not directly for the Funds’Fund’s benefit.For this purpose, failure to pay any amount due and payable to the FundsFund for a period of more than thirty (30) days shall constitute a borrowing.
9.CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE LAWS.
Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, Amended and Restated By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust and Fund. In this connection, the Adviser acknowledges that the Trustees retain ultimate plenary authority over the Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.
10.REPORTS AND ACCESS; APPROVAL.
a.The Adviser agrees to supply such information to the Fund’s administrator and to permit such compliance inspections by the Fund’s administrator as shall be reasonably necessary to permit the administrator to satisfy its obligations and respond to the reasonable requests of the Board of Trustees.
b.The Trust agrees to provide the Adviser such information about the Trust and the Fund as is necessary and appropriate for the Adviser to perform its services hereunder.Such information includes, but is not limited to, the Trust’s Agreement and Declaration of Trust and Amended and Restated By-Laws and all compliance policies and procedures of the Trust.The Trust agrees to provide to the Adviser promptly any amendment to the foregoing and, if any such amendment would materially affect the services to be provided by the Adviser hereunder, the Trust agrees to provide the amendment to the Adviser prior to its adoption by the Board of Trustees.
c.The Trust represents and warrants that this Agreement has been authorized by the Board of Trustees and by shareholders in accordance with applicable law.
11.ADVISER’S LIABILITIES AND INDEMNIFICATION.
a.Except as otherwise provided herein, the Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), relating to (i) the Adviser and its affiliates, (ii) the Fund’s investment strategies and related risks, and (iii) other information, in each case only if supplied in writing by the Adviser for inclusion therein.
b.Except as otherwise provided herein, the Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any improper investment made by the Adviser in contradiction of the Investment Policies, other than losses or damages relating to lost profits.
c.In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, the Fund or any shareholder of the Fund may have under any federal securities law or state law.
d.Each party to this Agreement shall indemnify and hold harmless the other party and the shareholders, directors, members, managers, agents, officers and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) (collectively, “Losses”) arising out of the Indemnifying Party’s willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations or duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any Loss to which such Indemnified Party would otherwise be subject by reason of such party’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement.
e.No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Adviser, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
12.NON-EXCLUSIVITY; TRADING FOR ADVISER’S OWN ACCOUNT.
The Trust’s employment of the Adviser is not an exclusive arrangement. The Trust may from time to time employ other individuals or entities to furnish it with the services provided for herein. Likewise, the Adviser may act as investment adviser for any other person, and shall not in any way be limited or restricted from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be changed, waived, dischargedacting, provided, however, that the Adviser expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Fund under this Agreement; and provided further that the Adviser will adopt a code of ethics governing employee trading and trading for proprietary accounts that conforms to the requirements of the Investment Company Act and the Advisers Act and has been approved by the Board of Trustees.
13.TRANSACTIONS WITH OTHER INVESTMENT ADVISERS.
The Adviser is not an affiliated person of any investment adviser responsible for providing advice with respect to any other series of the Trust, or of any promoter, underwriter, officer, director, member of an advisory board or employee of any other series of the Trust.The Adviser shall not consult with the investment adviser of any other series of the Trust concerning transactions for the Fund or any other series of the Trust.
14.TERM.
This Agreement shall become effective at the time a Fund receives a written consent by a majority of shareholders entitled to vote on the matter approving the Agreement and shall remain in effect for a period of two (2) years, unless sooner terminated orally, but onlyas hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is specifically approved for the Fund at least annually by (i) the Board of Trustees of the Trust (including the vote of a majority of the Trustees of the Trust who are not interested persons of the Fund or the Adviser) at a meeting called for the purpose of voting on such approval or, (ii) if conducted, the vote of a majority of the outstanding voting securities of the Fund.The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings set forth in the Investment Company Act, and the foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the Investment Company Act and the rules and regulations thereunder.
15.RIGHT TO USE NAME
The Adviser warrants that the Fund’s name is not deceptive or misleading and that the Adviser has rights to any distinctive name used by a Fund.Any concern regarding copyright, trademark, or patent infringement with respect to the name used by an instrumentAdviser Fund managed by the Adviser shall be resolved by the Adviser.The Fund acknowledge that its use of any distinctive name is derivative of its relationship with the Adviser.The Fund may use the name connected with the Adviser or any name derived from or using the name of the Fund managed by the Adviser only for so long as this Agreement or any extension, renewal or amendment hereof remains in effect.Within sixty (60) days from such time as this Agreement shall no longer be in effect, the Trust and Fund shall cease to use such a name or any other name connected with the Adviser.
It is understood and hereby agreed that the name “Advisors Series Trust” or “AST” is the property of the Trust for copyright and all other purposes.The Adviser undertakes and agrees that, in the event that the Adviser shall cease to act as investment adviser to the Fund, the Adviser shall promptly take all necessary and appropriate action to discontinue use of the Trust’s name and will further refrain from using the Trust’s name; provided, however, that the Adviser may continue to use the Trust’s name for the sole purpose of identifying the Trust as an account formerly managed by the Adviser or as otherwise consented to bythe Trust in writing signedprior to such use.
It is additionally understood and hereby agreed that the name “Medalist Partners, LP,” “Medalist” or any reasonable derivation of the same, is the property of the Adviser for copyright and all other purposes.The Trust undertakes and agrees that, in the event that the Adviser shall cease to act as investment adviser to the Fund, the Trust shall promptly take all necessary and appropriate action to discontinue use of the Adviser’s name and will further refrain from using the Adviser’s name; provided, however, that the Trust may continue to use the Adviser’s name for the sole purpose of identifying the Trust as an account formerly managed by the Adviser or as otherwise consented to by the Adviser in writing prior to such use.
16.TERMINATION; NO ASSIGNMENT.
a.This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty or by vote of a majority of the outstanding voting securities of the Fund, at any time, with or without cause, and without payment of any penalty. This Agreement may also be terminated by the Adviser, with or without cause, and without payment of any penalty, upon thirty (30) days’ written notice to the Fund. In the event of a termination or non-renewal of this Agreement, the Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees, transfer, at the Fund’s expense, any and all parties.books and records of the Fund maintained by the Adviser on behalf of the Fund to the Fund or its delegate.
10. NONPUBLIC PERSONAL INFORMATION.
b.This Agreement shall terminate automatically in the event of any assignment transfer or thereof, as defined in the Investment Company Act.
17.BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Adviser hereby agrees that all records which it maintains for the Fund is the property of the Trust and further agrees to surrender promptly to the Trust copies of any of such records upon the Trust’s request, provided, however, that Adviser may retain copies of any records to the extent required for it to comply with applicable laws. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the Investment Company Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the Investment Company Act and to preserve the records relating to its activities hereunder required by Rule 204-2 under the Advisers Act for the period specified in said Rule.
18.Nonpublic Personal Information.
Notwithstanding any provision herein to the contrary, the Sub-Adviser heretoAdviser agrees on behalf of itself and its directors, trustees, shareholders,managers, members, officers, and employees (1) to treat confidentially and as proprietary information of the FundsTrust (a) all records and other information relative to the Funds’Fund’s prior, present, or potential shareholders (and clients of said shareholders) and (b) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation S-P”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 Sub-Adviser. Adviser.Such written approval shall not be unreasonably withheld by the Trust and may not be withheld where the Sub-AdviserAdviser 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.
11.
19.ANTI-MONEY LAUNDERING COMPLIANCE.
The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, “AML Laws”), the Trust has adopted an Anti-Money Laundering Policy. The Adviser agrees to comply with the Trust’s Anti-Money Laundering Policy and the AML Laws, as the same may apply to the Adviser, now and in the future; provided, however, that the Adviser shall not be liable in respect of any failure by it to comply with changes to the Trust’s Anti-Money Laundering Policy of which it has not been notified in writing by the Trust a reasonable time in advance of the effectiveness of such changes.The Adviser further agrees to provide to the Trust and/or the administrator such reports, certifications and contractual assurances as may be reasonably requested by the Trust. The Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by applicable law or regulation.
20.CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURESPROCEDURES.
The Sub-AdviserAdviser 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 Funds areFund is required to make certain certifications and have adopted disclosure controls and procedures. To the extent reasonably requested by the Trust, the Sub-AdviserAdviser agrees to use its best efforts to assist the Trust and the FundsFund in complying with the Sarbanes-Oxley Act and implementing the Trust’s disclosure controls and procedures. The Sub-AdviserAdviser agrees to inform the Trust of any material development related to the Fund that the Sub-AdviserAdviser reasonably believes is relevant to the Funds’Fund’s 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: [ ]
|
21.
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
22.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.
23.GOVERNING LAWLAW.
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 of Delaware or any other jurisdiction;thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the 1940Investment Company Act and the Advisers Act and any rules and regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as ofby their duly authorized officers, all on the day and year first set forth above.above written.
| | | | | | | | |
ADVISORS SERIES TRUST on behalf of the series listed on Schedule A | | Medalist Partners, LP |
| | |
Semper Capital Management, L.P.By: (Adviser___________________
| | By: _________________________________________________ |
Name: Gregory A. ParsonsJeffrey T. Rauman | | Name: Greg Richter |
| Title: President | | Title: Chief Executive Officer |
|
MEDALIST PARTNERS, LP (Sub-Adviser)
By:
Name:
Title:
|
EXHIBIT A
to the Sub-Advisory Agreement
INVESTMENT GUIDELINESSCHEDULE A
Investment Objectives and Policies
As described in Funds’ current prospectus and SAI provided by Manager and as agreed to by Sub-Adviser. | | | | | |
| Series or Fund of Advisors Series Trust | Annual Fee Rate as a Percentage of Average Daily Net Assets |
| Medalist Partners MBS Total Return Fund | 0.60% of average net assets up to $1.5 billion, 0.55% of average net assets up to $2.5 billion, and 0.50% of average net assets in excess of $2.5 billion |
| Medalist Partners Short Duration Fund | 0.35% |
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 |
$0 up to $999,999,999
| 21.25 bps | 11.25 bps |
$1,000,000,000 to $1,249,999,999
| 23.50 bps | 12.50 bps |
$1,250,000,000 to $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 |
Semper MBS Total Return Fund
A SERIES OF ADVISORS SERIES TRUST
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 15,SEPTEMBER 20, 2023
The undersigned hereby appoints Jeffrey T. Rauman, and Kevin J. Hayden, and Elaine E. Richards, as Proxyproxies of the undersigned, with full power of substitution, and hereby authorizes either of them to vote on behalf of the undersigned all shares of the Fund that the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at 11:00 a.m. Central time, on February 15,September 20, 2023, at the offices of U.S. Bank Global Fund Services, 615777 East Michigan Street,Wisconsin Avenue, 5th Floor, Milwaukee, Wisconsin 5320253202] (the “Meeting”),. All shareholders are encouraged to cast a vote for their shares prior to September 20, 2023 so that Fund may reach a quorum to hold the Meeting and at any postponements or adjournments thereof, as fully as the undersigned would be entitled to vote if personally present. This proxy will be governed by and construed in accordance with the laws of the State of Delaware and applicable federal securities laws. The execution of this proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than the revocation, in accordance with the laws of the State of Delaware and applicable federal securities laws, of any proxy previously granted specifically in connection with the voting of the shares subject hereto. This proxy may be revoked at any time prior to the exercise of the powers conferred thereby.
| | |
Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free 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
|
Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free (800) 290-6428. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding Availability of Proxy Materials for the Special Meeting of Shareholders to be held September 20, 2023. The Proxy Statement for this meeting is available at:
[https://vote.proxyonline.com/semper/docs/proxy2023.pdf]
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
| | | | | |
| Semper MBS Total Return Fund | PROXY CARD |
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. The signer(s) acknowledges receipt with this Proxy Statement of the Board of Trustees. Your signature(s) on this should be exactly as your name(s) appear on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.
|
SIGNATURE (AND TITLE IF APPLICABLE) DATE
SIGNATURE (IF HELD JOINTLY) DATE
|
This proxy is solicited on behalf of the Fund’s Board of Trustees, and the Proposals haveProposal has been unanimously approved by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will be voted as indicated or “FOR” the proposalsproposal 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.PROPOSAL.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | FOR | AGAINST | ABSTAIN | |
| 1. | To approve an investment sub-advisory agreement amongInvestment Advisory Agreement between Medalist Partners LP and the Trust, on behalf of the Funds, Semper Capital Management, L.P., and Medalist Partners LPFund. | ○ | ○ | ○ |
| 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. | ○ | ○ | ○ |
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,SEPTEMBER 20, 2023
The undersigned hereby appoints Jeffrey T. Rauman, and Kevin J. Hayden, and Elaine E. Richards, as Proxyproxies of the undersigned, with full power of substitution, and hereby authorizes either of them to vote on behalf of the undersigned all shares of the Fund that the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at 11:00 a.m. Central time, on February 15,September 20, 2023, at the offices of U.S. Bank Global Fund Services, 615777 East Michigan Street,Wisconsin Avenue, 5th Floor, Milwaukee, Wisconsin 5320253202] (the “Meeting”),. All shareholders are encouraged to cast a vote for their shares prior to September 20, 2023 so that Fund may reach a quorum to hold the Meeting and at any postponements or adjournments thereof, as fully as the undersigned would be entitled to vote if personally present. This proxy will be governed by and construed in accordance with the laws of the State of Delaware and applicable federal securities laws. The execution of this proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than the revocation, in accordance with the laws of the State of Delaware and applicable federal securities laws, of any proxy previously granted specifically in connection with the voting of the shares subject hereto. This proxy may be revoked at any time prior to the exercise of the powers conferred thereby.
| | |
Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free 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
|
Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free (800) 290-6428. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding Availability of Proxy Materials for the Special Meeting of Shareholders to be held September 20, 2023. The Proxy Statement for this meeting is available at:
[https://vote.proxyonline.com/semper/docs/proxy2023.pdf]
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
| | | | | |
| Semper Short Duration Fund | PROXY CARD |
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.The signer(s) acknowledges receipt with this Proxy Statement of the Board of Trustees. Your signature(s) on this should be exactly as your name(s) appear on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing. |
|
_______________________________________________________________
SIGNATURE (AND TITLE IF APPLICABLE) DATE
_______________________________________________________________
SIGNATURE (IF HELD JOINTLY) DATE
|
This proxy is solicited on behalf of the Fund’s Board of Trustees, and the Proposals haveProposal has been unanimously approved by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will be voted as indicated or “FOR” the proposalsproposal 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.PROPOSAL.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | FOR | AGAINST | ABSTAIN | |
| 1. | To approve an investment sub-advisory agreement amongInvestment Advisory Agreement between Medalist Partners LP and the Trust, on behalf of the Funds, Semper Capital Management, L.P., and Medalist Partners LPFund. | ○ | ○ | ○ |
| 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. | ○ | ○ | ○ |
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
