(1) Title of each class of securities to which transaction applies:N/A

(2) Aggregate number of securities to which transaction applies: N/A

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A

(4) Proposed maximum aggregate value of transaction: N/A

(5) Total fee paid: $0

ALL TERRAIN OPPORTUNITY FUND(2) Form, Schedule or Registration Statement No.: N/A

February 7, 2019(3) Filing Party: N/A

(4) Date Filed: N/A

Vivaldi Merger Arbitrage Fund

Vivaldi Multi-Strategy Fund

August 16, 2021

Dear Shareholder:Shareholder,

The shareholders of each of the All Terrain OpportunityVivaldi Merger Arbitrage Fund and Vivaldi Multi-Strategy Fund (the “Fund”“Funds”), each a series of Investment Managers Series Trust II (the “Trust”), are being asked to approve a new investment advisory agreement between the appointment by the Trust’s Board of Trustees of Foothill CapitalTrust and Vivaldi Asset Management, LLC (“FCM”VAM”), under which Vivaldi will continue to serve as the co-investment adviser to the Fund.

Bauer Capital Management, LLC (“Bauer”) served as co-investment adviserinvestment advisor to the Fund from the time the Fund commenced operations on November 3, 2014, until December 14, 2018. On December 14, 2018, FCM acquired Bauer (the “Acquisition”“New Advisory Agreement”).

Currently, VAM is a wholly owned subsidiary of Vivaldi Holdings, LLC (“Vivaldi”). VAM has indicated that it intends to agree with First Trust Capital Partners, LLC (“First Trust”) to create a joint venture, FT Capital Solutions, LP (“FTCS”), which reorganized into FCM in connection withwill be owned equally by Vivaldi and First Trust (the “Transaction”). The closing of the Acquisition. The Acquisition resultedTransaction is expected to occur on or about September 15, 2021 (the “Closing”). Upon the Closing, VAM will become a wholly owned subsidiary of FTCS, which will result in an assignment and termination of the Fund’s then-existingFunds’ current investment co-advisoryadvisory agreement with Bauer.VAM. In anticipation of the AcquisitionTransaction and these related events, the Board of Trustees of the Trust, approvedincluding a new investment co-advisory agreement on October 17, 2018majority of the Trustees who are not “interested persons” of the Trust as that term is defined in the Investment Company Act of 1940, as amended (the “New Agreement”“1940 Act”), at a meeting held on June 30, 2021, considered and approved the New Advisory Agreement with respect to each Fund, which allows FCMwill allow VAM to continue to serve as the investment adviseradvisor to the Fund under terms substantially similar to those of the priorcurrent investment co-advisory agreement. The New Agreement is effective for 150 days fromadvisory agreement between VAM and the dateTrust on behalf of the closingFund.

The Funds’ investment objectives and investment strategies will not change as a result of the Acquisition (on May 12, 2019), unless approved byTransaction and the shareholdersinvestment advisory personnel who currently provide services to the Funds on behalf of VAM are expected to continue to do so following the Transaction. Approval of the Fund, in which case the New Advisory Agreement will remain in effect fornot alter the number of shares of a two-year period.Fund you own.

To provide for continuity in the operation of the Fund, youYou are being asked to approve the New Advisory Agreement. UnderThe New Advisory Agreement will become effective with respect to each Fund upon the closing of the Transaction, which is expected to occur on September 15, 2021, and if approved by the shareholders of each Fund, will be in effect with respect to the Fund for an initial two-year term, and will be subject to annual renewal thereafter.

The implementation of the New Advisory Agreement FCMis subject to the closing of the Transaction and (beyond the up to 150-day interim period referred to in the enclosed proxy statement) the approval of the applicable Fund’s shareholders. The approval of the New Advisory Agreement by shareholders of a Fund is not dependent upon the approval of the New Advisory Agreement by shareholders of the other Fund. If the Transaction closes prior to the special meeting of shareholders, the New Advisory Agreement will continuetake effect, subject to providereceipt of shareholder approval within 150 days after the close of the Transaction If the Transaction closes but shareholders of either or both Funds do not approve the New Advisory Agreement at the special meeting or an adjournment thereof, VAM will cease providing investment advisory services to the Fund, subject to the oversight ofsuch Fund(s) and the Board of Trustees under terms that are similarwill consider other alternatives and make such arrangements for the management of any such Fund’s investments as it deems appropriate and in all material respectsthe best interests of the Fund. If the Transaction does not close, regardless of whether the New Advisory Agreement is approved by the shareholders of either Fund, VAM will continue to serve as the investment advisor to the prior investment co-advisory agreement and forFunds pursuant to the same fees that are currently in effect.current advisory agreement.

NeitherThe Board of Trustees recommends that you vote FOR the investment objective nor the investment strategiesapproval of the Fund have changed as a result ofNew Advisory Agreement after carefully reviewing the Acquisition,enclosed materials.

Your vote is important. The Transaction and the investment advisory personnel of Bauer who provided services to the Fund continue to do so as employees of FCM. Castle Financial & Retirement Planning Associates, Inc. continues to provide co-investment advisory services to the Fund pursuant to a separate investment co-advisory agreement between the Trust and Castle.

The Acquisition and the proposalproposals are discussed in detail in the enclosed Proxy Statement. Approval of the New Agreement will neither alter the number of shares you own in the Fund nor cause a change to the advisory fees charged to the Fund.

The Board of Trustees has concluded that appointing FCM as the investment adviser to the Fund would serve the best interests of the Fund and its shareholders.The Board of Trustees recommends that you voteFOR the approval of the New Agreement after carefully reviewing the enclosed materials.

Your vote is important.Upon completing your review, please take a moment to sign and return your proxy card in the enclosed postage paid return envelope. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from us reminding you to vote your shares. On behalf of the Board of Trustees, we thank you for your continued investment in the All Terrain Opportunity Fund.Funds.

Sincerely,

Terrance Gallagher

President

ALL TERRAIN OPPORTUNITY FUND

Vivaldi Merger Arbitrage Fund

Vivaldi Multi-Strategy Fund

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on March 15, 2019On September 28, 2021

A Special Meeting of Shareholders of the All Terrain OpportunityVivaldi Merger Arbitrage Fund and Vivaldi Multi-Strategy Fund (the “Fund”) series of Investment Managers Series Trust II (the “Trust”“Funds”) will be held on March 15, 2019,September 28, 2021, at 11:00 a.m., local time, at the office of Foothill Capital Management,Mutual Fund Administration, LLC, 2220 E. Route 66, Suite 205,226, Glendora, California 91740. At the meeting, we will ask the shareholders of theeach Fund to vote on:on the following proposals with respect to their Fund:

The Board of Trustees of the Trust has unanimously approved Proposal 1.Proposals 1-2 with respect to the Funds. ACCORDINGLY, THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTEFOR THE PROPOSAL.PROPOSALS WITH RESPECT TO YOUR FUND(S).

Please read the accompanying Proxy Statement for a more complete discussion of the Proposal.

Proposals. Shareholders of recorda Fund of the Fundrecord as of the close of business on January 15, 2019,July 30, 2021, are entitled to notice of, and to vote at, the Fund’s special meetingSpecial Meeting or any adjournment thereof.

You are invited to attend the Special Meeting. If you cannot do so, please complete and return in the enclosed postage paid return envelope the accompanying proxy, which is being solicited by the Board of Trustees of the Trust, as promptly as possible. This is important for the purpose of ensuring a quorum at the Special Meeting. You may revoke your proxy at any time before it is exercised by signing and submitting a revised proxy, by giving written notice of revocation to the Trust at any time before the proxy is exercised, or by voting in person at the Special Meeting.

By order of the Board of Trustees,

Terrance Gallagher

President

February 7, 2019August 16, 2021

YOUR VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.

Table of Contents

IMPORTANT INFORMATION

TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALPROPOSALS

While we strongly encourage you to read the full text of the enclosed Proxy Statement,proxy statement, we are also providing you with a brief overview of the subject of the shareholder vote.

QUESTIONS AND ANSWERS

Q.Question: What is happening?

A.

Answer: Bauer CapitalVivaldi Holdings, LLC (“Vivaldi”), the parent company of Vivaldi Asset Management, LLC (“Bauer”LLC”), intends to agree with First Trust Capital Partners, LLC (“First Trust”) served asto create a joint venture, FT Capital Solutions, LP (“FTCS”) which will be owned equally by Vivaldi and First Trust (the “Transaction”). The closing of the co-investment adviserTransaction is subject to the Fund fromexecution of definitive documentation with respect to the Fund’s inceptionTransaction and the completion or waivers of various conditions, and is expected to occur on November 3, 2014, until December 14, 2018 pursuant to an investment co-advisory agreement betweenor about September 15, 2021 (the “Closing”). Upon the Trust and Bauer. On December 14, 2018, Foothill Capital Management, LLC (“FCM”) acquired Bauer (the “Acquisition”),Closing, VAM will become a wholly owned subsidiary of FTCS, which reorganized into FCM in connection with the Acquisition. The Acquisition resultedwill result in an assignment and termination of the Fund’s then-existingcurrent investment co-advisoryadvisory agreement with Bauerbetween Investment Managers Series Trust II (the “Initial Agreement”“Trust”). , on behalf of the Vivaldi Merger Arbitrage Fund and Vivaldi Multi-Strategy Fund (the “Funds”), and VAM.

In anticipation of the AcquisitionTransaction and these related events, the Board of Trustees of the Trust, approved an interim and new investment co-advisory agreement on October 17, 2018including a majority of the Trustees who are not “interested persons” of the Trust as that term is defined in the Investment Company Act of 1940, as amended (the “New Agreement”“1940 Act”), at a meeting held on June 30, 2021, considered and approved a new advisory agreement which allows FCMwill allow VAM to continue to serve as the co-investment adviserinvestment advisor to theeach Fund under terms substantially similar to those of the Initial Agreement. The New Agreement is effective for 150 days fromcurrent investment advisory agreement between the closingTrust, on behalf of the Acquisition (on May 12, 2019), unless approved by the shareholders of the Fund, in which case the New Agreement will remain in effect for a two-year period.Funds, and VAM (the “New Advisory Agreement”).

To provide for continuity in the operation of the Fund, theThe Board has determined that it is appropriate to seek shareholder approval of the New Advisory Agreement at a special meeting of shareholders of the FundFunds (the “Meeting”“Special Meeting”). UnderThe New Advisory Agreement will become effective upon the Closing (which is expected to occur on September 15, 2021) and if approved by the shareholders of each Fund, will remain in effect with respect to the Fund for an initial two-year term, and will be subject to annual renewal thereafter.

The implementation of the New Advisory Agreement FCMis subject to the closing of the Transaction and (beyond the up to 150-day interim period referred to in the enclosed proxy statement) the approval of the applicable Fund’s shareholders. The approval of the New Advisory Agreement by shareholders of a Fund is not dependent upon the approval of the New Advisory Agreement by shareholders of the other Fund. If the Transaction closes prior to the Special Meeting, the New Advisory Agreement will provide co-investmenttake effect, subject to receipt of shareholder approval within 150 days after the close of the Transaction. If the Transaction closes but shareholders of either or both Funds do not approve the New Advisory Agreement at the Special Meeting or an adjournment thereof, VAM will cease providing investment advisory services to the Fund, subject to the oversight ofsuch Fund(s) and the Board of Trustees under terms that are similar in all material respects to the Initial Agreementwill consider other alternatives and make such arrangements for the same fees that are currentlymanagement of any such Fund’s investments as it deems appropriate and in effect.

Neither the investment objectives nor the investment strategiesbest interests of the Fund. If the Transaction does not close, regardless of whether the New Advisory Agreement is approved by the shareholders of either Fund, have changed as a result of the Acquisition, and the investment advisory personnel of Bauer who provided services to the Fund prior to the AcquisitionVAM will continue to do so underserve as the New Agreement, if approved by the shareholders. Castle Financial & Retirement Planning Associates, Inc. (“Castle”) will continue to provide co-investment advisory servicesinvestment advisor to the FundFunds pursuant to a separate investment co-advisory agreement between the Trust and Castle.current advisory agreement.

Q.Question: What proposalProposals am I being asked to vote on?

A.Answer: At the Special Meeting, you will be asked to vote on the following proposal,Proposals with respect to your Fund: (i) the approval of the New Advisory Agreement; and to transact(ii) any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof: To approve a new investment co-advisory agreement between Investment Managers Series Trust II (the “Trust”) and Foothill Capital Management, LLC (the “Proposal”).thereof.

Q.The implementation of the Proposals is subject to the Closing of the Transaction.

Question: Why are you sending me this information?

A.Answer: You are receiving these proxy materials because you own shares inof the FundFund(s) and have the right to vote on thisthese very important proposalProposals concerning your investment.

Q.Question: How will the AcquisitionTransaction or the approval of the New Advisory Agreement affect me as a Fund Shareholder?

A. The Fund’s investment objectives will not change as a result of the completion of the Acquisition or the approval of the New Agreement, and you will still own the same shares of the Fund.

Answer: The terms of the New Advisory Agreement are substantially similar to those of the same ascurrent investment advisory agreement between the Initial AgreementTrust and VAM in all material respects except forthat, as required under the new commencement date and the 150-day term (which will be extended to two years if1940 Act, the New Advisory Agreement will terminate with respect to each Fund 150 days after its effective date unless it is approved by a majority of the Fund’s shareholders).shareholders of the Fund, and compensation earned under the New Advisory Agreement with respect to a Fund will be escrowed until shareholders of the Fund approve the New Advisory Agreement. The advisory fee rates will remain the same as under the Initial Agreement.advisory fees currently paid to VAM. If approved by the shareholders of each Fund, the New Advisory Agreement will have an initial two-year term with respect to the Fund and will be subject to annual renewal thereafter. Bauer’s portfolio manager who has managed the Fund since its inception will continue to manage the Fund under the New Agreement.

Q. WillThere will be no changes in the Fund’s otherFunds’ investment co-advisor changeobjectives or principal investment strategies as a result of this Acquisition?the completion of the Transaction or the approval of the New Advisory Agreement, and you will still own the same number of shares of your Fund(s). The portfolio managers for each Fund are expected to continue in such roles upon the Closing.

A.Question: Will my Fund’s contractual management fee rates increase?

Answer: No. The Fund’s other investment co-advisor, Castleadvisory fee rates proposed for the Funds will continuenot increase as a result of the Transaction. In addition, VAM has contractually agreed to provide co-investment advisory services pursuant tomaintain the separate investment co-advisory agreement betweensame expense limitation arrangement for each Fund currently in effect for a period of two years from the Trust and Castle.

Q. WillClosing of the Fund’s name change?Transaction.

A. No. The Fund’s name will not change.

Q.Question: Has the Board of Trustees approved the New Agreement for the FundAdvisory Agreements and how does the Board of Trustees recommend that I vote?

A.Answer: The Board of Trustees unanimously approved the New AgreementAdvisory Agreements at a meeting held on October 17, 2018, andJune 30, 2021. The Board of Trustees recommends that you voteFOR the proposal.

Q. Who will bear the costs relatedProposals with respect to this proxy solicitation?your Fund(s).

A.Question: What will happen if shareholders do not approve a Proposal?

Answer: FCM has agreedIf the Transaction closes but shareholders of either or both Funds do not approve the New Advisory Agreement at the Special Meeting or an adjournment thereof, VAM will cease providing investment advisory services to bear all such costs.Fund(s) and the Board of Trustees will consider other alternatives and make such arrangements for the management of any such Fund’s investments as it deems appropriate and in the best interests of the Fund. If the Transaction does not close, regardless of whether the New Advisory Agreement is approved by the shareholders of both Funds, VAM will continue to serve as the investment advisor to the Funds pursuant to the current advisory agreement. The approval of the New Advisory Agreement by shareholders of a Fund is not dependent upon the approval of the New Advisory Agreement by shareholders of the other Fund.

Q.Question: Who is entitled to vote?

A.Answer: If you owned shares of thea Fund as of the close of business on January 15, 2019July 30, 2021 (the “Record Date”), you are entitled to vote.

Q. When and where will the Meeting be held?

A. The Meeting will be held at the offices of FCM, 2220 E. Route 66, Suite 205, Glendora, California 91740 on March 15, 2019, at 11:00 a.m. local time.

Q. How do I vote my shares?

A. For your convenience, there are several ways you can vote:

Q.Question: What vote is required to approve the proposal?each Proposal?

A.Answer: Approval of the New AgreementThe 1940 Act requires the affirmative vote ofeach Proposal to be approved by a “majority of the outstanding voting securities” of the respective Fund, which, under the Investment Company1940 Act, of 1940, as amended, means an affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at the Special Meeting or represented by proxy if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (b) more than 50% of the outstanding shares of the Fund.

Q.Question: When and where will the Special Meeting be held?

Answer: The Special Meeting will be held at the offices of Mutual Fund Administration, LLC, the Fund’s co-administrator, located at 2220 E. Route 66, Suite 226, Glendora, California 91740, on September 28, 2021, at 11:00 a.m. local time.

Question: How do I vote my shares?

Answer: For your convenience, there are several ways you can vote:

Question: What happens if I sign and return my proxy card but do not mark my vote?

A.Answer: Your proxy will be voted in favor of the proposal.Proposals with respect to your Fund(s).

Q.Question: May I revoke my proxy?

A.Answer: You may revoke your proxy at any time before it is exercised by giving notice of your revocation to the FundFunds in writing, or by the execution and delivery of a later-dated proxy. You may also revoke your proxy by attending the Special Meeting, requesting the return of your proxy and voting in person.

Q. How can I obtain a copyQuestion: Who will bear the costs related to this proxy solicitation?

Answer: Vivaldi and First Trust have agreed to bear all costs related to the Special Meeting, including legal costs, the costs of retaining AST Fund Solutions, and other expenses incurred in connection with the Fund’s annual or semi-annual report?solicitation of proxies.

A.If you would like to receive a copy of the latest annual or semi-annual report(s) for the Fund, please call 1-844-441-4440 or write to All Terrain Opportunity Fund, P.O. Box 2175, Milwaukee, Wisconsin 53201. The reports will be furnished free of charge.

Q.Question: Who can I call to obtain additional information about this Proxy Statement?

A.Answer: If you need any assistance, or have any questions regarding the proposal or how to vote your shares, please call the Fund’stoll-free number listed on the enclosed proxy information line at 1-833-795-8488.card(s). Representatives are available Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern time.

INVESTMENT MANAGERS SERIES TRUST II

PROXY STATEMENT

TO SHAREHOLDERS OF THE

ALL TERRAIN OPPORTUNITYVivaldi Merger Arbitrage Fund AND
VIVALDI MULTI-STRATEGY FUND

The Board of Trustees of Investment Managers Series Trust II (the “Trust”) is sending this Proxy Statement to the shareholders of the All Terrain OpportunityVivaldi Merger Arbitrage Fund series ofand Vivaldi Multi-Strategy Fund (each, a “Fund” and together, the Trust (the “Fund”“Funds”) in connection with the solicitation of voting instructions for use at a special meeting of shareholders of the FundFunds (the “Meeting”“Special Meeting”) for the purposes set forth below and in the accompanying Notice of Special Meeting of Shareholders.

This Proxy Statement is being mailed on or about February 8, 2019,August 16, 2021, to the shareholders of the FundFunds of record as of January 15, 2019July 30, 2021 (the “Record Date”). As of the Record Date, 1,246,332.48

Information on each Fund’s shares of the Fund’s Institutional Class shares were issued and outstanding.outstanding is included in Appendix A. Information on shareholders who owned beneficially 5% or more than 5% of the outstanding shares of thea class of a Fund or 25% or more of a Fund’s outstanding shares as of the Record Date is set forth in Appendix A. To the knowledge of the Trust, the executive officers and trustees of the Trust as a group owned less than 1% of the outstanding shares of the Fund and of the Trust as of the Record Date.B.

Important Notice Regarding Availability of Proxy Materials for the Special Meeting to be Held on March 15, 2019.September 28, 2021. This Proxy Statement is available on the Internet at www.proxyvote.com.vote.proxyonline.com.

INTRODUCTION

Bauer CapitalThe shareholders of each Fund are being asked to approve an investment advisory agreement between the Trust and Vivaldi Asset Management, LLC (“Bauer”VAM”) served, under which VAM will serve as the Fund’s investment co-adviser fromadvisor to the commencement of Fund operations on November 3, 2014, until December 14, 2018. On December 14, 2018, Foothill Capital Management,(the “New Advisory Agreement”).

Vivaldi Holdings, LLC (“FCM”Vivaldi”), the parent company of VAM, intends to agree with First Trust Capital Partners, LLC (“First Trust”) acquired Bauerto create a joint venture, FT Capital Solutions, LP (“FTCS”) which will be owned equally by Vivaldi and First Trust (the “Acquisition”“Transaction”). UnderThe closing of the Transaction is subject to the execution of definitive documentation with respect to the Transaction and the completion or waivers of various conditions, and is expected to occur on or about September 15, 2021 (the “Closing”). Upon the Closing, VAM will become a wholly owned subsidiary of FTCS, which will result in an assignment and termination of the current investment advisory agreement between the Trust, on behalf of the Funds, and VAM.

In anticipation of the Transaction and these related events, the Board of Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Trust as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), ), at a meeting held on June 30, 2021, considered and approved the Acquisition automatically terminated Bauer’s then-current investment co-advisory agreement withNew Advisory Agreement which, subject to shareholder approval, will allow VAM, subject to the Fund.

In anticipationoversight of the Acquisition and these related events, the Board of Trustees, to serve as the investment advisor to each Fund under terms that are substantially similar to those of the Trust approved on October 17, 2018, an interim and newcurrent investment co-advisoryadvisory agreement with FCM (the “New Agreement”)VAM, except that, as required under the 1940 Act, each New Advisory Agreement will terminate with respect to a Fund 150 days after its effective ondate unless it is approved by a majority of the dateshareholders of the Fund, and compensation earned under the New Advisory Agreement with respect to a Fund will be escrowed until shareholders of the Fund approve the New Advisory Agreement.

The implementation of the New Advisory Agreement is subject to the closing of the Acquisition,Transaction and (beyond the up to continue150-day interim period referred to managebelow) the approval of the applicable Fund’s shareholders. The approval of the New Advisory Agreement by shareholders of a Fund is not dependent upon the approval of the New Advisory Agreement by shareholders of the other Fund. If the Transaction closes prior to the Special Meeting, the New Advisory Agreement will take effect, subject to oversightreceipt of shareholder approval within 150 days after the close of the Transaction. If approved by the Boardshareholders of Trustees. Theeach Fund, the New Advisory Agreement has substantially the same terms as the previous investment co-advisory agreement between the Trust,will remain in effect with respect to the Fund for an initial two-year term, and Bauer.will be subject to annual renewal thereafter. If the Transaction closes but shareholders of either or both Funds do not approve the New Advisory Agreement at the Special Meeting or an adjournment thereof, VAM will cease providing investment advisory services to such Fund(s) and the Board of Trustees will consider other alternatives and make such arrangements for the management of any such Fund’s investments as it deems appropriate and in the best interests of the Fund. If the Transaction does not close, regardless of whether the New Advisory Agreement is approved by the shareholders of both Funds, VAM will continue to serve as the investment advisor to the Funds pursuant to the current advisory agreement.

The 1940 Act requires a new investment advisory agreement of a registered investment company to be approved by a majority vote of the outstanding voting securities of that investment company. Rule 15a-4 under the 1940 Act provides a temporary exemption from the shareholder approval requirement for an interim period of up to 150 days after termination of an advisory contractagreement provided that the advisory compensation paid during the interim period is no greater than the compensation paid under the previous advisory agreement,agreement; compensation earned under the new agreement will be escrowed until shareholders approve the new agreement; and the investment company’s board of trustees, including a majority of the independent trustees, has approved the interim investment advisorynew agreement. Pursuant to Rule 15a-4, the Board of Trustees has appointed FCMVAM to continue to serve as the interim investment adviseradvisor to theeach Fund and is seeking to obtain approval of the New Advisory Agreement by the shareholders of theeach Fund. The New Advisory Agreement will terminate with respect to theeach Fund 150 days after its effective date (on May 12, 2019) unless it is approved by a majority of the shareholders of the Fund.

PROPOSAL 1: APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT

On October 17, 2018, the BoardA form of Trustees approved the New Agreement and appointed FCM as investment adviser to the Fund. A copy of the NewAdvisory Agreement is included as Appendix BC to this Proxy Statement, and allStatement. All references to the New Advisory Agreement are qualified by reference to Appendix B.C.

ConsiderationPROPOSALS 1 AND 2 – APPROVAL OF NEW ADVISORY AGREEMENT

Information Regarding VAM and the Current Investment Advisory Agreement with VAM

VAM, a Delaware limited liability company formed in 2013 which maintains its principal offices at 225 West Wacker Drive, Suite 2100, Chicago, Illinois 60606, is an SEC-registered investment advisor and provides investment advice to open-end and closed-end funds. As of NewJune 30, 2021, VAM has approximately $927 million in assets under management, and VAM and its affiliates have approximately $4.1 billion in assets under management. VAM is wholly owned by Vivaldi Holdings, LLC, located at 225 West Wacker Drive, Suite 2100, Chicago, Illinois 60606. Vivaldi Holdings, LLC is in turn controlled by AAJ Ventures Inc., an entity controlled by David A. Sternberg.

VAM serves as investment advisor to the Vivaldi Merger Arbitrage Fund pursuant to an investment advisory agreement with the Trust dated October 1, 2015, and to the Vivaldi Multi-Strategy Fund pursuant to an investment advisory agreement with the Trust dated December 16, 2016 (together, the two investment advisory agreements are referred to as the “VAM Advisory Agreement”). The VAM Advisory Agreement describes the services that VAM provides to the Funds, which generally include reviewing, supervising, and administering the investment program of the Funds. In addition, VAM has the ability to delegate day-to-day portfolio management responsibilities of each Fund to one or more sub-advisors, and in that connection, is responsible for making recommendations to the Board of Trustees of the Trust with respect to hiring, termination and replacement of any sub-advisor of the Funds. VAM is not liable to the Trust under the terms of the VAM Advisory Agreement for any error of judgment or mistake of law or for any loss suffered by VAM or the Trust in connection with the performance of the VAM Advisory Agreement, except a loss resulting from a breach of fiduciary duty by VAM with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on VAM’s part in the performance of its duties or from reckless disregard by VAM of its duties under the VAM Advisory Agreement. The VAM Advisory Agreement continues in force from year to year with respect to each Fund so long as it is specifically approved at least annually in the manner required by the 1940 Act. The VAM Advisory Agreement may be terminated with respect to either Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to VAM; or (ii) by VAM on 60 days’ written notice to the Trust. In addition, the VAM Advisory Agreement with respect to each Fund will terminate automatically upon its assignment.

The Board metVAM Advisory Agreement with respect to the Vivaldi Merger Arbitrage Fund was submitted for approval by the initial shareholder of the Fund prior to the Fund’s commencement of operations on October 17, 2018,1, 2015. At a special meeting of shareholders of the Vivaldi Orinda Macro Opportunities Fund, a series of Advisors Series Trust, held on December 5, 2016, shareholders approved the reorganization of the Vivaldi Orinda Macro Opportunities Fund into the Vivaldi Multi-Strategy Fund and approved the VAM Advisory Agreement with respect to considerthe Vivaldi Multi-Strategy Fund. The Vivaldi Orinda Macro Opportunities Fund reorganized into the Vivaldi Multi-Strategy Fund on December 16, 2016. The VAM Advisory Agreement with respect to each Fund was last renewed by the Trust’s Board on April 22, 2021.

Pursuant to the VAM Advisory Agreement, for its services, VAM is entitled to receive an annual management fee as listed below of each Fund’s average daily net assets, calculated daily and payable monthly. For the fiscal year ended September 30, 2020, VAM received advisory fees, net of fee waivers pursuant to its expense limitation agreements with the Trust on behalf of each Fund, as follows:

The investment advisory fees paid by each Fund to VAM and applicable fee waivers during each Fund’s most recent fiscal year ended September 30, 2020, were as follows:

VAM has contractually agreed until January 31, 2022, to waive its fees and/or pay for operating expenses of each Fund to ensure that the total annual fund operating expenses (excluding as applicable, any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with Form N-1A), expenses incurred in connection with any merger or reorganization, extraordinary expenses such as litigation expenses, Rule 12b-1 fees, and shareholder service fees) do not exceed 1.85% and 1.55% of each Fund’s average daily net assets of Class A and Class I shares, respectively. Fees waived and expenses paid by VAM may be reimbursed for a period ending three full fiscal years from the day of any such waiver or payment if the reimbursement will not cause a Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

Pursuant to an exemptive order received from the SEC, VAM is permitted, subject to Board approval, to enter into or materially amend sub-advisory agreements with existing or new unaffiliated sub-advisors without approval of Fund shareholders (“Exemptive Relief”). Pursuant to the Exemptive Relief, each Fund is required to notify shareholders of the retention of a new sub-advisor within 90 days of the hiring of the new sub-advisor. In addition, the Exemptive Relief permits the Funds to make modified disclosures regarding their sub-advisory fees. Approval by Fund shareholders is required before any authority granted under the exemptive order may be exercised. Shareholders of the Vivaldi Orinda Macro Opportunities Fund, the predecessor fund that reorganized into the Vivaldi Multi-Strategy Fund on December 16, 2016, approved VAM’s use of the Exemptive Relief at a special meeting of shareholders held on December 5, 2016.

As of the date of this proxy statement, VAM has engaged each of RiverNorth Capital Management, LLC (“RiverNorth”), located at 325 N. LaSalle Street, Suite 645, Chicago, Illinois 60654, and Angel Oak Capital Advisors, LLC (“Angel Oak”), located at 3344 Peachtree Road NE, Suite 1725, Atlanta, Georgia 30326, as an investment sub-advisor to the Vivaldi Multi-Strategy Fund. The current sub-advisory agreement with each of RiverNorth and Angel Oak (together, the “Current Sub-Advisory Agreements”) will automatically terminate upon the closing of the Transaction. VAM recommended that the Board approve new sub-advisory agreements (together, the “New Sub-Advisory Agreements”) between VAM and each of RiverNorth and Angel Oak. If shareholders of the Vivaldi Multi-Strategy Fund approve the New Advisory Agreement, the New Sub-Advisory Agreements will take effect upon the closing of the Transaction. If the Transaction is not completed, neither New Sub-Advisory Agreement will go into effect and each Current Sub-Advisory Agreement will continue in effect. The terms of each New Sub-Advisory Agreement are identical to the corresponding Current Sub-Advisory Agreement, except for the effective dates.

A discussion regarding the basis for the Board’s most recent approval of the VAM Advisory Agreement with respect to each Fund will be available in the Funds’ Annual Report dated September 30, 2021.

The names and principal occupations of each principal executive officer and director of VAM are listed below. Unless otherwise noted, the address of each person listed is Vivaldi Asset Management, LLC, 225 West Wacker Drive, Suite 2100, Chicago, Illinois 60606.

The following information was provided by VAM regarding the other registered fund managed by VAM which have investment objectives similar to those of the Vivaldi Merger Arbitrage Fund and Vivaldi Multi Strategy Fund, respectively.

Terms of the New Advisory Agreement with VAM

The terms of the New Advisory Agreement with VAM are substantially the same as the terms of the VAM Advisory Agreement, except that, as required under the 1940 Act, the New Advisory Agreement will terminate with respect to each Fund 150 days after its effective date unless it is approved by a majority of the shareholders of the Fund, and compensation earned under the New Advisory Agreement with respect to a Fund will be escrowed until shareholders of the Fund approve the New Agreement. The New Advisory Agreement describes the services that VAM would provide to the Funds, which generally would include reviewing, supervising, and administering the investment program of the Funds. In addition, VAM would have the ability to delegate day-to-day portfolio management responsibilities of each Fund to one or more sub-advisors, and in that connection, would be responsible for making recommendations to the Board of Trustees of the Trust with respect to hiring, termination and replacement of any sub-advisor of the Funds. VAM would not liable to the Trust under the terms of the New Agreement. At that meeting,Advisory Agreement for any error of judgment or mistake of law or for any loss suffered by VAM or the Board reviewed information regarding the acquisition of Bauer by FCM, which is an SEC-registered investment adviser. The Board considered that no changes to the Fund’s advisory fees or expense caps were being proposedTrust in connection with the Acquisition. The Board also considered Bauer’s indication that it did not anticipate thatperformance of the Acquisition would result in any material changesNew Advisory Agreement, except a loss resulting from a breach of fiduciary duty by VAM with respect to the information it previously presented toreceipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on VAM’s part in the Boardperformance of its duties or from reckless disregard by VAM of its duties under the New Advisory Agreement.

If approved by the shareholders of a Fund, the New Advisory Agreement would continue in connection with the Board’s annual review of the amended and restated investment co-advisory agreementforce with respect to the Fund (the “Initial Agreement”)for a period of two years following the Closing of the Transaction, unless sooner terminated as provided in April 2018.the New Advisory Agreement. The Board also noted that no changesNew Advisory Agreement would continue in force from year to year thereafter with respect to the Fund’s investment objectiveFund so long as it is specifically approved at least annually in the manner required by the 1940 Act.

The New Advisory Agreement may be terminated with respect to a Fund at any time without payment of any penalty by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting shares of the Fund upon 60 days’ written notice to VAM; or (ii) by VAM upon 60 days’ written notice to the Trust. The New Advisory Agreement would automatically terminate in the event of its assignment (as defined in the 1940 Act).

Under the New Advisory Agreement, VAM would be entitled to an annual advisory fee, calculated daily and investment strategies were being proposed andpayable monthly, based on the following fee schedule, which is the same as the current fee schedule under the VAM Advisory Agreement:

In addition, VAM has contractually agreed to maintain the same expense limitation arrangement for the Funds currently in effect for a period of two years from the Closing of the Transaction. In particular, VAM has contractually agreed to waive its fees and/or pay for operating expenses of each Fund to ensure that the investment advisory personnelFund’s total annual fund operating expenses (excluding as applicable, any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with Form N-1A), expenses incurred in connection with any merger or reorganization, extraordinary expenses such as litigation expenses, Rule 12b-1 fees, and shareholder service fees) do not exceed 1.85% and 1.55% of Bauer who provided serviceseach Fund’s average daily net assets of Class A and Class I shares, respectively. This agreement will remain in effect for a two-year period from the effective date of the New Advisory Agreement (which is the Closing of the Transaction). Fees waived and expenses paid by VAM may be reimbursed for a period ending three full fiscal years from the day of any such waiver or payment. In addition, VAM is permitted to theseek reimbursement of fees waived or payments made by VAM to a Fund prior to the Acquisition would continueTransaction, for a period of three full fiscal years from the day of any such waiver or payment. In each case, such reimbursement may be requested from a Fund if the reimbursement will not cause the Fund’s annual expense ratio to do so as employeesexceed the lesser of FCM.(a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

Board Consideration of InitialNew Advisory Agreement

AtIn advance of its April 2018 meeting held on June 30, 2021, the Board considered a variety of matters in connection with the annual renewal of the Initial Agreement, includingreceived information about Bauer’sthe Funds and the New Advisory Agreement from VAM, and from Mutual Fund Administration, LLC and UMB Fund Services, Inc., the Trust’s co-administrators, certain portions of which are discussed below. The materials, among other things, included information about the Transaction and VAM’s (and its affiliates’) organization and financial condition; information regarding the background and experience of itsrelevant personnel providing services to the Fund;Funds; reports comparing the performance of theeach Fund with returns of the HFRX Global Hedge Fund Index (the “Index”)its benchmark index and a group of comparable funds (each, a “Peer Group”) selected by Morningstar,Broadridge Financial Solutions, Inc. (the “Performance Peer Group”(“Broadridge”) from its Multialternative category (the “PerformanceMorningstar, Inc.’s relevant fund universe (each, a “Fund Universe”); for the one-, three- and five-year periods ended January 31, 2021, and May 31, 2021; and reports regardingcomparing the investment advisory fees and total expenses of theeach Fund compared with those of the Peer Group and Fund Universe. The Board also received a groupmemorandum from the independent legal counsel to the Trust and the Independent Trustees discussing the legal standards under the 1940 Act and other applicable law for their consideration of comparable funds selected by Broadridge Financial Services (the “Expense Peer Group”) from Morningstar, Inc.’s Multialternative fund category (the “Expense Universe”); and information about Bauer’s policies and procedures, including its compliance manual and brokerage and trading procedures.

Thethe proposed approval of the New Advisory Agreement. In addition, the Board considered information included inreviewed by the meeting materials regardingBoard throughout the performanceyear at other Board and Board committee meetings. No representatives of VAM were present during the Board’s consideration of the Fund. TheNew Advisory Agreement.

In approving the New Advisory Agreement, the Board noted that the materials they reviewed indicated that the total return of the Fund for the one-year period ended January 31, 2018, was higher than the Performance Peer Group median return, the Performance Universe median return, and the Index return. ForIndependent Trustees considered a variety of factors, including those discussed below. In their deliberations, the three-year period ended January 31, 2018, the Fund’s annualized total return was higher than the Performance Peer Group median return, the Performance Universe median return,Board and the Index return.Independent Trustees did not identify any particular factor that was controlling, and each Trustee may have attributed different weights to the various factors.

Nature, Extent and Quality of Services

The Board also considered the overall quality of services to be provided by BauerVAM to the Fund.Funds. In doing so, the Board considered Bauer’s specific responsibilities in day-to-daythe role of VAM as investment advisor to the Funds, noting that VAM would provide overall supervision of the general investment management and investment operations of each Fund and oversight of any sub-advisors with respect to such Fund’s operations, including monitoring the Fund, as well asinvestment and trading activities of the sub-advisors, monitoring each such Fund’s compliance with its investment policies, and providing general administrative services related to VAM’s overall supervision of the Funds. The Board considered the qualifications, experience and responsibilities of the personnel involved in the activities of the Funds, noting that key personnel of VAM would continue to be involved in overall supervision of the general investment management and investment operations of each Fund. The Board also considered the overall quality of Bauer’sVAM’s organization and operations, and itsVAM’s compliance structurestructure.

With respect to the performance results of the Funds, the Meeting Materials indicated the following:

With respect to the periods ended May 31, 2021, the Vivaldi Merger Arbitrage Fund’s annualized total returns for the one-, three-and five-year periods were ranked in the third quartile of funds in the Peer Group and compliance procedures.above the returns of the Bloomberg Barclays U.S. Aggregate Bond Index but below the returns of the S&P 500 Index by at least 12.26%.

With respect to the periods ended May 31, 2021, the Vivaldi Multi-Strategy Fund’s total return for the one-year period was ranked in the highest quartile of funds in the Peer Group and above the returns of the ICE BofA 3-Month U.S. Treasury Bill Index. The Fund’s annualized total returns for the three- and five-year periods were ranked in the second quartile of funds in the Peer Group and above the returns of the ICE BofA 3-Month U.S. Treasury Bill Index.

Advisory Fees and Expense Ratios

The Board considered information included inthat under the meeting materials regardingNew Advisory Agreement, VAM would be entitled to the investmentsame advisory fees as VAM is entitled under the VAM Advisory Agreement, and total expensesthat in addition, VAM had contractually agreed to maintain the same expense limitation arrangement for the Funds currently in effect for a period of two years from the Closing of the Fund.Transaction. With respect to the advisory fees and expenses paid by the Fund, the Board noted thatFunds, the meeting materials indicated that the investment advisory fees (gross of fee waivers) were higher than the median of the Fund’s Expense Peer Group (by 19 basis points) and the median of the Expense Universe (by 37 basis points). following:

The Board noted that Bauer had reduced its advisory fee in the prior year and that Bauer waived a portion of its advisory fees for the year ended January 31, 2018. In reviewing the Fund’s proposed advisory fee, the Trustees considered Bauer’s assertions that the Fund’s advisory fee is appropriate in light of the extensive time and work that is put into managing the Fund’s investment strategy, and that the strategy is unique in that it incorporates a significant number of factors, a significant amount of research, and a proprietary risk model. The Board also considered information regarding the allocation of the Fund’s advisory fee between Bauer and Castle, the Fund’s co-advisor. The Board noted that Bauer does not manage assets for any other clients using the same investment strategies as those used by the Fund. The Board also observed that the Fund’s proposed advisory fee was lower than Bauer’s standard fee for separate account clients.

In considering theannual total expenses paid by the Vivaldi Merger Arbitrage Fund the Board observed that the total expenses (net of fee waivers) for the Fund’s most recent fiscal year were above the Peer Group and Fund Universe medians by 0.09% and 0.26%, respectively. The Board considered VAM’s assertion that as a smaller firm, it could not cap expenses at levels comparable to peer funds that were part of much larger fund complexes, the advisors of which could support lower expense caps due to their size.

The annual total expenses paid by the Vivaldi Multi-Strategy Fund (net of fee waivers) for the Fund’s most recent fiscal year were slightly higher than the Expense Peer Group median (by 10 basis points)by 0.02%, and Expensehigher than the Fund Universe medians (by 35 basis points)median by 0.26%. The Board noted, however, that as of January 31, 2018, the Fund’s annual total expenses were likely above those of the Expense Peer Group as a resultaverage net assets of the Fund’s higher investment advisory fee and the Fund’s asset size being significantly smallerclass considered by Broadridge were lower than the average net assets of corresponding classes of funds in the Peer Group, and significantly lower than the average net assets of corresponding classes of the funds in the Expense Peer GroupFund Universe, and Expense Universe.that certain of those other funds also had significant assets in other classes.

Profitability and Economies of Scale

The Board also reviewed thenext considered information prepared by VAM relating to its expected costs and profitability to Bauer from its relationship with the Fund for the year ended January 31, 2018. The Board noted that Bauer had waived a portion of its advisory fee with respect to each Fund, noting that VAM had agreed to maintain the Fund.current expense limitation arrangement for a period of two years from the Closing of the Transaction. Recognizing the difficulty in evaluating an investment advisor’s profitability with respect to the funds it manages in the context of an advisor with multiple lines of business, and noting that other profitability methodologies might also be reasonable, the Board concluded that the profitexpected profits of BauerVAM from its relationshiprelationships with the Fund wasFunds were reasonable.

The Board also considered the potential benefits to be received by BauerVAM as a result of Bauer’sVAM’s relationship with the Fund (otherFunds, other than theits receipt of its investment advisory fee),fees, including any research received from broker-dealers providing execution services to the Fund,Funds, the beneficial effects from the review by the Trust’s Chief Compliance Officer of Bauer’sVAM’s compliance program, and the intangible benefits of Bauer’sVAM’s association with the FundFunds generally and any favorable publicity arising in connection with the Fund’sFunds’ performance. TheWith respect to the Vivaldi Merger Arbitrage Fund, the Board noted that although there were no advisory fee breakpoints, the Fund’s capacity is likely to be constrained and therefore, VAM did not expect to realize economies of scale with respect to the Fund. With respect to the Vivaldi Multi-Strategy Fund, the Board noted that the asset level of the Fund was not currently likely to lead to significant economies of scale, and that any such economies would be considered in the future as the assets of the Fund grow.

Conclusion

Based on its review, including its consideration of the fact that FCM’sVAM’s proposed compensation under the proposed New Advisory Agreement is the same as theVAM’s compensation of Bauer under the InitialVAM Advisory Agreement and that the Fund’s current portfolio manager willkey personnel of VAM would continue to managebe involved in overall supervision of the general investment management and investment operations of each Fund, following the Acquisition, the Board concluded that FCMVAM would have the capabilities, resources and personnel necessary to manage the Fund,Funds, and that in light of the services to be provided by FCMVAM to the FundFunds, the compensation to be paid to it under the New Advisory Agreement is fair and reasonable, and that approval of the New Advisory Agreement is in the best interest of theeach Fund and its shareholders.

THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THEEACH FUND APPROVE THE INVESTMENT CO-ADVISORYNEW ADVISORY AGREEMENT BETWEEN THE TRUST AND FCM.

Information Regarding FCMVAM WITH RESPECT TO THEIR FUND(S).

FCM, located at 2220 E. Route 66, Suite 205, Glendora, California 91740,SECTION 15(f) SAFE HARBOR

Section 15(f) of the 1940 Act provides a non-exclusive safe harbor for an investment advisor or any of its affiliated persons to receive any amount or benefit in connection with a sale of securities of, or any other interest in, such advisor which results in an assignment of an investment advisory contract with an investment company as long as two conditions are met.

VOTING PROCEDURES

How to Vote

This Proxy Statement is a newly-formed investment adviser registeredbeing provided in connection with the U.S. Securities and Exchange Commission (the “SEC”). FCM is wholly ownedsolicitation of proxies by Banhazl, LP. Eric Banhazl, who is an Interested Trusteethe Board to solicit your vote at a special meeting of shareholders of the Trust andFunds. The Special Meeting will be held at the Chairmanoffices of FCM, owns a controlling interest in Banhazl, LP. Banhazl, LP is located atMutual Fund Administration, LLC, 2220 E. Route 66, Suite 226, Glendora, California 91740.

The names and principal occupationsYou may vote in one of the principal executive officers of FCM, located at 2220 E. Route 66, Suite 205, Glendora, California 91740, are listed below:following ways:

FCM does not provide investment advisory servicesYou may revoke a proxy once it is given. If you desire to any other registered funds that have investment objectives and investment strategies similarrevoke a proxy, you must submit a subsequent later dated proxy or a written notice of revocation to thosethe Fund(s). You may also give written notice of revocation in person at the Fund.Special Meeting. All properly executed proxies received in time for the Special Meeting will be voted as specified in the proxy, or, if no specification is made, FOR each Proposal.

FCM is affiliated with Mutual Fund Administration, LLC (“MFAC”), oneQuorum and Voting Requirements

Only shareholders of record on July 30, 2021, the Fund’s co-administrators. MFAC is wholly owned by Banhazl, LP. Mr. Banhazl is ChairmanRecord Date, are entitled to receive notice of MFAC and Ms. Ausili and Ms. Dam are Co-Chief Executive Officers of MFAC. MFAC has served as one ofto vote at the Fund’s co-administrators since the Fund’s inception on November 3, 2014. For the Fund’s fiscal year ended October 31, 2018, the Fund paid $24,608 in administrative fees to MFAC. MFAC will continue to serve as co-administratorSpecial Meeting or at any adjournment thereof. Each whole share of the Fund following the approvalheld as of the New Agreement by shareholders.

Terms of the New Advisory Agreement

The terms of the New Agreement with FCM are substantially the same as the terms of the Initial Agreement, except that, as required under the 1940 Act, the New Agreement will terminate with respectRecord Date is entitled to the Fund 150 days after its effective date (on May 12, 2019) unless itone vote and each fractional share is approved by a majority of the shareholders of the Fund.

If approved by the shareholders of the Fund, the New Agreement would continue in force with respect to the Fund until December 14, 2020, unless sooner terminated as provided in the New Agreement. The New Agreement would continue in force from year to year thereafter with respect to the Fund so long as it is specifically approved at least annually in the manner required by the 1940 Act.

The New Agreement may be terminated with respectentitled to a Fund at any time without payment of any penalty by the Board of Trustees of the Trustproportionate fractional vote. The presence in person or by the voteproxy of a majorityshareholders owning one-third of the outstanding voting shares of thea Fund or by FCM, upon 60 days’ written notice. In addition, before the shareholders of the Fund approve the New Agreement, the Board of Trustees or a majority of the Fund’s shareholders may terminate the New Agreement without payment of any penalty upon ten days’ written notice to FCM. The New Agreement would automatically terminate in the event of its assignment (as defined in the 1940 Act).

Under the New Agreement, as under the Initial Agreement, FCM would bethat are entitled to annual feesvote will be considered a quorum for the transaction of 0.84% of the average daily net assets of the Fund. However, FCM has contractually agreed to waive its management fee and to absorb operating expenses to the extent necessary to limit the Fund’s total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses as determined in accordance with Form N-1A, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation expenses) to 1.60% of average daily net assets of the Fund’s shares. This agreement will remain in effect until February 28, 2021. FCM is permitted to seek reimbursement from the Fund of previously waived fees or reimbursements to the Fund for three years from the date fees were waived or Fund expenses were paid if such repayment can be achieved within the Fund’s expense limit in effect at the time such expense was incurred and if certain other conditions are satisfied. For the Fund’s fiscal year ended October 31, 2018, Bauer waived 27% of its advisory feebusiness with respect to the Fund. The ability of Bauer to seek reimbursement of previously waived advisory fees terminated with the Acquisition.Any lesser number shall be sufficient for adjournments.

Information Regarding the OfficersThe shares outstanding and Trustees of the Trustentitled to vote for each Fund are listed in Appendix A.

Eric Banhazl is an Interested Trustee of the Trust and is Chairman of FCM. FCM is wholly owned by Banhazl, LP. Mr. Banhazl owns a controlling interest in Banhazl, LP. Mr. Banhazl has a material interest in the Acquisition and the approval of the New Agreement because FCM receives fees from the Fund for its services as investment co-adviser.

Since February 1, 2017, none of the Trust’s Independent Trustees has had, directly or indirectly, a material interest, material transaction, or material proposed transaction to which FCM or Bauer, or any of their parents or subsidiaries, or any subsidiaries of a parent of any such entities, was or is to be a party.

Certain officers of the Trust are employees of FCM: Joy Ausili, Vice President and Assistant Secretary of the Trust, is Co-President of FCM. Rita Dam, Treasurer and Assistant Secretary of the Trust, is Co-President of FCM. Diane Drake, Secretary of the Trust, is the Chief Compliance Officer of FCM.

Required Vote

Approval of Proposals 1-2 will each require the appointmentaffirmative vote of FCM as investment advisera majority of the outstanding shares of the applicable Fund entitled to vote at the Fund will requireSpecial Meeting. For this purpose, the term “vote of a majority of the outstanding shares entitled to vote” means the vote of a “majority of the outstanding voting securities” of the Fund as defined in the 1940 Act. This means the lesser of (1) 67% or more of the shares of the Fundvoting securities present at the Special Meeting, if the owners of more than 50% of the Fund’s shares then outstanding voting securities of the Fund are present in person or represented by proxy,proxy; or (2) more than 50% of the outstanding shares of the Fund entitled to vote at the Meeting. If the appointment of FCM is not approved, the Board of Trustees will take appropriate action to ensure continuity of management of the Fund after reviewing the available alternatives, which may include approving another investment adviser or liquidationvoting securities of the Fund.

Section 15(f) Safe HarborAdjournments

If a quorum of shareholders of the Fund(s) is not present at the Special Meeting, or if a quorum is present but sufficient votes to approve a proposal described in this Proxy Statement are not received, the persons named as proxies may, but are under no obligation to, propose one or more adjournments of the Special Meeting of the Fund(s) to permit further solicitation of proxies. Any business that might have been transacted at the Special Meeting with respect to the Fund(s) may be transacted at any such adjourned session(s) at which a quorum is present. The Special Meeting with respect to the Fund(s) may be adjourned from time to time by a majority of the votes of the Fund(s) properly cast upon the question of adjourning the Special Meeting of the Fund(s) to another date and time, whether or not a quorum is present, and the Special Meeting of the Fund(s) may be held as adjourned without further notice. The persons designated as proxies may use their discretionary authority to vote on questions of adjournment and on any other proposals raised at the Special Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which timely notice was not received, as set forth in the SEC’s proxy rules.

Section 15(f)Effect of Abstentions and Broker “Non-Votes”

All proxies voted, including abstentions, will be counted toward establishing a quorum. Broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares before the Special Meeting. Under the rules of the 1940 Act provides a non-exclusive safe harborNew York Stock Exchange, broker-dealer firms may, for an investment advisor or any of its affiliated persons to receive any amount or benefit in connection with a sale of securities of, or any other interest in, such advisor which results in an assignment of an investment advisory contract with an investment company as long as two conditions are met.

VOTING PROCEDURES

How to Vote

This Proxy is being solicitedproxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. However, because each proposal is not a “routine” matter, if you do not give instructions to your broker, your broker will not be able to vote your shares with respect to the applicable proposal. We urge you to provide instructions to your broker or nominee so that your votes may be counted.

Assuming the presence of Trusteesa quorum, abstentions will have the effect of votes against a proposal. Abstentions will have no effect on the Fund. You canoutcome of a vote by mail or in person at the Meeting.on adjournment.

To vote by mail, sign and send us the enclosed Proxy voting card in the postage paid return envelope provided. If you vote by Proxy, you can revoke your Proxy by notifying the Secretary of the Trust in writing, or by returning a Proxy with a later date. You also can revoke a Proxy by voting in person at the Meeting. Even if you plan to attend the Meeting and vote in person, please return the enclosed Proxy card. This will help us ensure that an adequate number of shares are present at the Meeting.GENERAL INFORMATION

ProxyMethod and Cost of Solicitation

FCMVivaldi and First Trust will bear the expenses incurred in connection with preparing this Proxy Statement. In addition to the solicitation of proxies by mail, officers of the Trust and officers and employees of FCM,Vivaldi and VAM, without additional compensation, may solicit proxies in person or by telephone. Broadridge FinancialAST Fund Solutions Inc.(“AST”) has also been engaged to assist in the solicitation of proxies, at an estimated cost of $3,600. FCM$40,000. Vivaldi and First Trust will pay all of the costs of Broadridge Financial Solutions, Inc.AST related to the solicitation of the Fund’sFunds’ proxies.

QuorumInformation Regarding the Officers and Voting RequirementsTrustees of the Trust

No officers or Trustees of the Trust are officers, employees, directors, general partners or shareholders of VAM, RiverNorth or Angel Oak. In addition, since June 1, 2019, no Trustee has had, directly or indirectly, a material interest, material transaction or material proposed transaction to which VAM, any of its parents or subsidiaries, or any subsidiaries of a parent of any such entities, was or is to be a party.

Principal Holders and Control Persons

The presenceprincipal shareholders and control persons for each Fund are listed in person or by proxyAppendix B.

To the knowledge of one thirdthe Trust, the executive officers and trustees of the Trust as a group owned less than 1% of the outstanding shares of theeach Fund entitled to vote will constitute a quorum for the Meeting. All shares represented at the Meeting in person or by proxy, including abstentions, will be counted for purposes of establishing a quorum. If a quorum is not present, sufficient votes are not received by the dateand of the Meeting, orTrust as of the holdersRecord Date.

Principal Offices of shares present in person or by proxy determine to adjourn the Meeting for any other reason, a person named as proxy may propose one or more adjournments from time to time to permit further solicitation of proxies. Because the proposal is expected to “affect substantially” a shareholder's rights or privileges, a broker may not vote shares if the broker has not received instructions from beneficial owners or persons entitled to vote, even if the broker has discretionary voting power (i.e., the proposal is non-discretionary). Because the proposal is non-discretionary, the Trust does not expect to receive broker non-votes. Abstentions will be counted for purposes of establishing a quorum but not towardand the approval of the proposal. Abstentions will have the effect of votes against the proposal. Abstentions will have no effect on the outcome of a vote on adjournment.

The Fund will count the number of votes cast “for” approval of the New Agreement to determine whether sufficient affirmative votes have been cast. Assuming the presence of a quorum, abstentions have the effect of negative votes.

GENERAL INFORMATION

Trust’s Service Providers

The principal executive offices of the Trust are located at 235 West Galena Street, Milwaukee, Wisconsin 53212. MFAC, located at 2220 E. Route 66, Suite 226, Glendora, California 91740, serves as the Trust’s co-administrator, and UMB Fund Services, Inc., located at 235 West Galena Street, Milwaukee, Wisconsin 53212, serves as the Trust’s other co-administrator, transfer agent, and fund accountant. The Trust’s principal underwriter is IMST Distributors, LLC, located at Three Canal Plaza, Suite 100, Portland, Maine 04101. UMB Bank National Association, located at 928 Grand Blvd,Boulevard, 5th Floor, Kansas City, Missouri 64106, serves as the custodian for the portfolio securities, cash and other assets of the Trust. Morgan, Lewis & Bockius, LLP, located at 600 Anton Boulevard, Suite 1800, Costa Mesa, California 92626, serves as counsel to the Trust and the Independent Trustees.

Fund Shareholder Reports

The Trust will furnish, without charge, a copy of the most recent annual report and semi-annual report to shareholders of the FundFunds upon request. Requests for such reports should be directed to the All Terrain OpportunityVivaldi Funds, c/o UMB Fund P.O. Box 2175,Services, Inc., 235 West Galena Street, Milwaukee, Wisconsin 53201,53212, or by calling 1-844-441-4440.1-877-779-1999.

Submission of Proposals for Next Meeting of Shareholders

The Fund doesFunds do not hold shareholder meetings annually. Any shareholder who wishes to submit a proposal to be included in the Fund’sa proxy statement and form of proxy card for thea Fund’s next meeting of shareholders should send the proposal to the Fund so that it will be received within a reasonable time before the Fund begins to print and mail its proxy materials relating to such meeting.

Delivery of Proxy Statement

Only one copy of this Proxy Statement may be mailed to each household, even if more than one person in the household is a shareholder, unless the Funds have received contrary instructions from one or more of the household’s shareholders. If a shareholder needs an additional copy of this Proxy Statement, would like to receive separate copies in the future, or would like to request delivery of a single copy to shareholders sharing an address, please contact the Funds, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, Wisconsin 53212, or by calling 1-877-779-1999.

APPENDIX A

Shareholders Owning Beneficially or of Record More than 5%NUMBER OF SHARES/

of the All Terrain Opportunity FundINTERESTS OUTSTANDING AS OF THE RECORD DATE

APPENDIX B

PRINCIPAL HOLDERS AND CONTROL PERSONS

The following table list the Funds’ principal shareholders. Principal shareholders are holders of record of 5% or more of the outstanding shares of a class of a Fund.

The following table list the Funds’ control persons. A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of a Fund or acknowledges the existence of control. Shareholders with a controlling interest could affect the outcome of voting or the direction of management of a Fund.

APPENDIX C

INVESTMENT ADVISORY AGREEMENT

INTERIM AND NEW