The following table sets forth the name, position and principal occupation of each current principal officer of TIS,Jackson Square, each of whom can be locatedcontacted through TIS’Jackson Square’s principal office location.
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Name | Position/Principal Occupation |
Connie SavageJeffrey Van Harte | Chairman and Chief OperatingInvestment Officer |
Diane M. BonoVan Tran | Chief Financial Officer |
Sean Krieger | Chief Compliance Officer |
Jeremy M. GoffKevin Brown | DirectorManaging Partner and Member of Board of Directors |
P. Bradley AdamsDaniel Prislin | Director |
Michelle R. Kelly | Director |
Zachary A. Hamel | Director |
H. Kevin Birzer | DirectorMember of Board of Directors |
TIS does not serveJackson Square serves as investment adviser to any otherthe following funds with anthat have the same investment objective, similar tolong-term capital appreciation, as the TIS Funds.Fund:
Impact of the Transaction on the Fund’s Investment Advisory Agreement
Shareholders of each TIS Fund are being asked to approve the New TIS Agreement. The consummation of the Transaction will constitute an “assignment” (as defined in the 1940 Act) of the Current TIS Agreement. As required by the 1940 Act, the Current TIS Agreement provides for its automatic termination in the event of its assignment. Accordingly, the Current TIS Agreement will terminate upon the consummation of the Transaction.
If the shareholders of the Fund do not approve the New TIS Agreement, the Board will consider other alternatives to the New TIS Agreement including the identification of a new investment adviser, or the possible liquidation of the TIS Funds. The Board will take such action as it deems in the best interests of shareholders of the TIS Funds.
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Fund | Contractual Advisory Fee as a % of Net Assets |
Jackson Square Global Growth Fund | 0.80% |
Jackson Square Large-Cap Growth Fund | 0.55% |
Jackson Square Select 20 Growth Fund | 0.65% |
Jackson Square SMID-Cap Growth Fund | 0.75% |
Terms of the CurrentPrior and New TISAmended Advisory Agreements
A copy of the New TISAmended Advisory Agreement is attached as Exhibit A. The following description is only a summary; however, theall material terms of the New TISAmended Advisory Agreement have been included in this summary. You should refer to Exhibit A for the New TISAmended Advisory Agreement, and the description set forth in this proxy statement of the New TISAmended Advisory Agreement is qualified in its entirety by reference to Exhibit A. The terms ofOther than the New TIS Agreementadvisory fee and effective date, there are substantially similar tono material differences between the terms of the Amended Advisory Agreement and the Current TISAdvisory Agreement with respect to services provided by TIS and Jackson Square.The investment advisory services to be provided by Jackson Square under the Amended Advisory Agreementare identical with respect to the advisory fees.
services currently provided by Jackson Square under the Amended Advisory Agreement.The Current TISAdvisory Agreement with Jackson Square was most recently approved by the Board with respect to the Fund on November 16, 2016.February 17-18, 2020. The Current Advisory Agreement was approved by the initial shareholder for the Fund on September 19, 2016. For the fiscal year ended October 31, 2019, Jackson Square did not receive any advisory fees after application of the Water Fund approved the Current TIS Agreement on January 31, 2017. Shareholders of the North American Pipeline Fund approved the Current TIS Agreement at a special meeting of shareholders on March 14, 2017.
Expense Limitation Agreement.
Advisory Services. Both the New TISAmended Advisory Agreement and the Current TISAdvisory Agreement state that, subject to the supervision and direction of the Board, TISJackson Square will provide for the overall management of each Fund including: (i) continuously investing the TIS Funds including, with respect to each TIS Fund: (i) acting as investment adviser for and supervising and managing the investment and reinvestmentassets of the Fund’s assetsFund in a manner consistent with the prospectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Trust and in connection therewith, have complete discretion in purchasing and sellingJackson Square; (ii) determining the securities and other assets forto be purchased, sold or otherwise disposed of by the Fund and inthe timing of
such purchases, sales and dispositions; (iii) voting exercising consentsall proxies for securities and exercising all other voting rights appertainingwith respect to such securities in accordance with Jackson Square’s written proxy voting policies and other assets on behalfprocedures; (iv) maintaining the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (ii) supervising(v) issuing settlement instructions to custodians designated by the investment program ofTrust and (vi) furnishing to the FundTrust such information, evaluations, analyses and opinions formulated or obtained by Jackson Square in the compositiondischarge of its investment portfolio; (iii) arranging, subject to the contractual covenant provisions, for the purchase and sale of securities and other assets held in the investment portfolio of the Fund; (iv) keeping the Trust fully informed with regard to the Fund’s investment performance; and (v) furnishing the Trust with such other documents and informationduties, as the Trust may, from time to time, reasonably request.
request, including at least one in-person appearance annually before the Board.
Management Fee. Both The Amended Advisory Agreement contains an increase in the New TIS Agreement andadvisory fee relative to the Current TIS Agreement contain identical fee structures.Advisory Agreement. Both agreements provide that TISJackson Square shall receive an investment advisory fee equal to 0.40% offrom the average daily net assets of each TIS Fund. The Water Fund has not yet been in operation foras disclosed below, as a full fiscal year. For the fiscal periods ended November 30, 2015 and for the period from December 31, 2015 to May 17, 2016, the Pipeline Fund paid TIS a fee of 0.70%percentage of the average daily net assets of the Pipeline Fund and for the remainder of the fiscal period ending November 30, 2016, TIS received an advisory fee equal to 0.40% of the average daily net assets of the Pipeline Fund.Fund:
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Fund | Current Advisory Fee | New Advisory Fee |
Jackson Square All-Cap Growth Fund | 0.65% | 0.80% |
Duration and Termination. Both the New TISAmended Advisory Agreement and the Current TISAdvisory Agreement provide that they 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 each TISthe Fund. Both agreements provide that they shall remain in effect for each TISthe Fund for two years from the effective date and thereafter for successive periods of one year, subject to annual Board approval as required by the 1940 Act. Both the New TISAmended Advisory Agreement and the Current TISAdvisory Agreement provide for the termination of the agreement with respect to the Fund at any time (i) by the vote of the majority of the Board or by the vote of a majority of the outstanding securities of the Fund on at least 60 days’ written notice to TIS;Jackson Square; or (ii) by TISJackson Square on not less than 60 days’ written notice to the Fund.
Payment of Expenses. Under both the New TISAmended Advisory Agreement and the Current TISAdvisory Agreement, TISJackson Square is responsible for paying allproviding the personnel, office space and equipment reasonably necessary for the operation of the Fund, the expenses of each TIS Fund, except for (i) brokerage expensesprinting and other fees, charges, taxes, levies or expenses (such as stamp taxes) incurred in connection with the execution of portfolio transactions or in connection with creation and redemption transactions (including without limitation any fees, charges, taxes, levies or expenses related to the purchase or sale of an amount of any currency, or the patriation or repatriation of any security or other asset, related to the execution of portfolio transactions or any creation or redemption transactions); (ii) legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith; (iii) extraordinary expenses (in each case as determined by a majoritydistributing copies of the independent trustees); (iv) distribution feesFund’s prospectus, statement of additional information, and sales and advertising materials to prospective investors (to the extent such expenses paidare not covered by the Fund under any distributionapplicable plan adopted pursuant to Rule 12b-1 under the 1940 Act; (v) interest and taxesAct), the costs of any kindspecial Board meetings or nature (including, but not limitedshareholder meetings convened for the primary benefit of Jackson Square, and any costs of liquidating or reorganizing a Fund. Jackson Square also shall continue to income, excise, transfer and withholding taxes); (vi)be responsible on a monthly basis for any fees andoperating expenses that exceed the agreed upon expense relatedlimit, subject to the provisionterms of securities lending services; and (vii)such agreement.
The Fund is responsible for all of its own expenses, except for those specifically assigned to Jackson Square under the advisory fee payable to TIS hereunder. The internal expenses of pooled investment vehicles in which a Fund may invest (acquired fund fees and expenses) are not expenses of a Fund and are not paid by TIS.
Brokerage. Both the New TISAmended Advisory Agreement and the Current TISAdvisory Agreement. The Fund will be responsible for the same expenses under the Amended Advisory Agreement as it is under the Current Advisory Agreement which include but are not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all fees and expenses related to Fund custody, shareholder services and Fund accounting; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing regulatory documents and other communications for distribution to existing shareholders; legal, auditing and accounting fees; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale; all expenses of maintaining and servicing shareholder accounts, and all other charges and costs of its operation plus any extraordinary and non-recurring expenses.
Brokerage. Both the Amended Advisory Agreement and the Current Advisory Agreement provide that TISJackson Square shall be responsible for decisions to buy and sell securities for each TISthe Fund, for broker-dealer selection and for negotiation of brokerage commission rates, provided that TISJackson Square shall not direct orders to an affiliated person of TISJackson Square without general prior authorization to use such affiliated broker or dealer from the Board. TIS’Jackson Square’s primary consideration in effecting a securities transaction will be to seek best execution. In selecting a broker-dealer
to execute each particular transaction, TISJackson Square may take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of thea Fund on a continuing basis. The price to a TISthe 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.
Limitation on Liability and Indemnification. Both the New TISAmended Advisory Agreement and the Current TISAdvisory Agreement provide that, in the absence of willful misfeasance, bad faith, negligence, or reckless disregard of the duties or obligations imposed on TISJackson Square by the agreement, TISJackson Square will not be subject to liability to the Trust aor the Fund or a Fund’s shareholders for any actionact or inactionomission in the course of, TIS.or connected with, rendering services under the agreement or for any losses sustained in the purchase, holding or sale of any security of the Fund.
Board Approval and Recommendation
The Board approved the New TISAmended Advisory Agreement at a meeting held on October 17, 2017.August 19, 2020 (the “August Meeting”). Prior to the meeting, the Board received and considered information from TISJackson Square and the Trust’s administrator designed to provide the Board with the information necessary to evaluate the approval of the New TISAmended Advisory Agreement (“Support Materials”). In addition, at the August Meeting, representatives of Jackson Square met with the Board telephonically to discuss the terms of the Amended Advisory Agreement and the change to the Fund's strategy. Before voting to approve the New TISAmended Advisory Agreement, the Board reviewed the Support Materials with Trust management and with counsel to the Independent Trustees, and received a memorandum from such counsel discussing the legal standards for the Board’s consideration of the New TISAmended Advisory Agreement. TheIn approving the Amended Advisory Agreement, the Board considered substantially the discussionssame factors as it had with representativesconsidered in approving the continuation of Tortoise Investments and Lovell Minnick during the October 17, 2017 Board meeting. The Board also consideredCurrent Advisory Agreement, which was completed at the extentBoard’s meeting on February 17-18, 2020, in addition to whichnew information regarding the Funds might benefit from TIS’ relationship with Lovell Minnick.Transaction. This information formed the primary basis for the Board’s determinations.
In reaching its decisiondetermining whether to approve the New TISAmended Advisory Agreement, the Board, with the assistance of the Trust’s legal counsel,Trustees considered their legal responsibilities with regard to all factors deemed to bethey believed relevant, to the TIS Funds, including but not limited to the following with respect to each TIS Fund :the Fund: (1) the nature, extent, and quality of the services to be provided by Jackson Square with respect to the Fund by TIS;Fund; (2) the fact that the same portfolio manager who has been responsible for the day-to-day investment management of the Fund will continue managing the FundFund’s historical performance as managed by Jackson Square under the New TISCurrent Advisory Agreement; (3) the fact thatcosts of the Transaction is not expectedservices to affectbe provided by Jackson Square and the manner in which investment advisoryprofits to be realized by Jackson Square from services are providedrendered to the Fund; (4) comparative fee and expense data for the fact that the fee structure under the New TIS Agreement would be identical to the fee structure under the Current TIS Agreement;Fund and other investment companies with similar investment objectives; (5) the fact thatextent to which economies of scale may be realized as the Fund grows, and whether the advisory services underfee for the New TIS Agreement andFund reflects such economies of scale for the Current TIS Agreement are substantially similar;Fund’s benefit; and (6) other factors deemed relevant.benefits to Jackson Square resulting from its relationship with the Fund. In their deliberations, the Trustees weighed to varying degrees the importance of the information provided to them and did not identify any particular information that was all-important or controlling.
In approving the New TISAmended Advisory Agreement, the Board considered the following factors and made the following conclusions:conclusions with respect to the Fund:
Nature, Extent and Quality of Services Provided to the Fund. The Trustees considered the scope of services that TIS willJackson Square would provide under the New TISAmended Advisory Agreement with respect to the Pipeline Fund and Water Fund, noting that such services include, but are not limited to, the following: (1) investing the Pipeline Fund’s and Water Fund’s assets consistent with the Funds’Fund’s investment objectivesobjective and investment policies; (2) determining for the Fund the portfolio securities to be purchased, sold, or otherwise disposed of, and the timing of such transactions; (3) voting all proxies with respect to the Pipeline Fund’s and Water Fund’s portfolio securities; (4) maintaining the required books and records for transactions that Jackson Square effected by TIS on behalf of the Pipeline Fund and Water Fund; and (5) selecting broker-dealers to execute orders on behalf of the Pipeline FundFund; and Water Fund.(6) monitoring and maintaining the Fund’s compliance with policies and procedures of the Trust and with applicable securities laws. The Trustees noted that while TIS has a limited operating history it is affiliated with and has a shared services agreement with Tortoise Capital Advisors, L.L.C. (“TCA”). Under this agreement, TCA provides support services to TIS, including, among others, providing full compliance services to TIS. The Trustees also considered TIS’Jackson Square’s assets under management and its strong capitalization. The Trustees considered the assets under management of allinvestment philosophy of the Fund's portfolio managers and their investment advisers inanalysis and portfolio management experience. In this regard, the Tortoise Investments, LLC family of advisers. The Trustees noted that TIS created and is responsibleJackson Square does not manage a composite of separately managed accounts in a strategy similar to the proposed international growth strategy for maintaining and applying the rules-based methodologyFund; however, the Trustees noted that Jackson Square does manage products with international securities. The Board considered that Jackson Square did not expect the proposed strategy changes to the Fund to materially impact the nature, extent or quality of the underlying indices thatservices currently provided by Jackson Square to the Pipeline Fund and Water Fund track as their principal investment strategies. The Trustees also noted that TIS managed the Pipeline Fund as a series of Montage Managers Trust from June 2015 until March 21, 2017. The Trustees also considered the experience of the portfolio manager that TIS would utilize in managing the Pipeline Fund’s and Water Fund’s assets and that the portfolio manager had been the Pipeline Fund’s portfolio manager since inception.Fund. The Trustees concluded that they were satisfied with the
nature, extent and quality of services that TIS proposes toJackson Square would provide to the Pipeline Fund and Water Fund under the New TISAmended Advisory Agreement.
Investment Performance of the Fund. In assessing the quality of the portfolio management to be delivered by TIS,Jackson Square under the Amended Advisory Agreement, the Trustees reviewedwould normally review the short-term and longer-term performance of eachthe Fund on both an absolute basis and in comparison to an appropriate securities benchmark indices, and eachindex, the Fund’s respective peer funds according to Morningstar classifications. When reviewing each Fund’s performance against its Morningstar peer group universe,In this regard the Trustees took into accountnoted that the investment objective and strategies of each Fund, as well asJackson Square is proposing material amendments to the Fund’s levelprincipal investment strategies and that Jackson Square does not manage a composite of risk tolerance, may differ significantly from fundsseparately managed accounts in its respective peer group.
· | Tortoise North American Pipelinea strategy that is materially similar to the proposed international growth strategy for the Fund. The Trustees noted the Fund’s performance significantly exceeded the median and average of the Fund’s Morningstar peer group for-the year-to-date and one-year periods ended September 30, 2017. The Trustees also considered that the Fund slightly underperformed the Tortoise North American Pipeline Index, which the Fund has an investment objective of tracking, and its benchmark S&P 500 Index benchmarks during the year-to-date and one-year periods ended September 30, 2017. The Trustees considered the broad-based S&P 500 Index does not resemble the Fund’s investment strategies and portfolio holdings. The Trustees also observed that TIS does not manage a composite of accounts with strategies similar to those of the Fund.
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· | Tortoise Water Fund. The Trustees observed that the Fund had commenced operations on February 14, 2017 and therefore had a limited track record of performance. The Trustees noted that the Fund had positive absolute returns for the three-month period and since inception periods ended September 30, 2017, which exceeded the returns of its benchmark, the S&P 500 Index. The Trustees also considered that the Fund slightly underperformed the Tortoise Water Index, which the Fund has an investment objective of tracking.
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Advisory Fee. The Board reviewed and considered the advisory fee payable by each TISthe Fund to TISJackson Square under the New TISAmended Advisory Agreement. The Board compared each TISthe Fund’s contractual advisory fee and total expense ratio to industry data with respect to other mutual funds in the same Morningstar peer group. The Board noted that each Fund operates under a unitarythe Fund’s proposed contractual management fee structure whereby manywas slightly above the peer group median and average. The Board also considered that the total expenses of the Funds' ordinary operating expenses are paid by TIS outFund’s IS Class after giving effect to the New Expense Limitation Agreement was above the peer group median and average and in the third quartile of its advisory fee rather than paid directly by the Funds.peer group. The Board further notedalso considered that both the Pipeline Fund and the Water Fund had total expense ratios thatFund’s net assets were lowersignificantly smaller than the average and mediannet assets for other funds in the peer group.
While recognizing that it is difficult to compare advisory fees because the scope of their respective peer groups.
Costs and Profitability. The Trustees considered the annual advisory feesfee that each TISthe Fund wouldwill pay to TISJackson Square under the New TISAmended Advisory Agreement, as well as TIS’Jackson Square’s expected profitability from services that TIS and its affiliatesto be rendered by Jackson Square to the TIS FundsFund during the period ended June 30, 2017first 12-months under the Current TCSAmended Advisory Agreement, notingbased on pro forma profitability analysis prepared by Jackson Square. The Trustees also considered the anticipated effect of the New Expense Limitation Agreement on Jackson Square’s compensation and that Jackson Square has contractually agreed to reduce its advisory fees and, if necessary, reimburse the management fee is the same in each agreement.Fund for operating expenses. The Trustees concluded that TIS’Jackson Square’s service relationship with each TISthe Fund haswas not been profitable.anticipated to be profitable under the Amended Advisory Agreement.
Economies of Scale and Fee Levels Reflecting Those Economies. The Trustees then considered whether the TIS Funds wouldFund may benefit from any economies of scale, and notednoting that the proposed investment advisory feefees for the TIS FundsFund in the Amended Advisory Agreement does not contain breakpoints. The Trustees additionally took into account the fact that Jackson Square had indicated that it did not believe breakpoints were necessary at present due to the unitary fee structure for bothlimited assets in the Pipeline Fund and the Water Fund was among the lowest in each Fund’s respective peer universe. The Trustees determinedbut that TIS is likelyJackson Square agreed to realize economies of scale in managing the Pipeline Fund and Water Fund as assets grow in size. The Board further determined that, based on the amount and structure of the Fund’s unitary fee, such economies of scale will be shared with Pipeline Fund and Water Fund shareholders, although the Board intends to monitor feesconsider break points as the Funds grow in size and assess whether fee breakpoints may be warranted. The Trustees concluded that it is not necessary to consider the implementation of fee breakpoints at this time, but committed to revisit this issue in the future as circumstances change and asset levels increase.
Other Benefits to TIS.Jackson Square. The Trustees considered the direct and indirect financial benefits that could be realized by TIS and its affiliatesJackson Square from TIS’Jackson Square’s relationship with the TIS Funds.Fund. The Trustees noted that TIS does not intendconsidered the extent to usewhich Jackson Square utilizes soft dollar arrangements with respect to either the Pipeline Fund or Water Fund. The Trustees also notedportfolio transactions, and that neither Fund intends to utilizeJackson Square does not use affiliated brokers to execute Fundthe Fund’s portfolio transactions. The Trustees considered that TISJackson Square may receive some form of reputational benefit from services rendered to the Pipeline Fund and Water Fund, but that such benefits are immaterial and cannot otherwise be quantified. The Trustees concluded that TIS willJackson Square does not receive additional material benefits from services rendered toits relationship with the Pipeline Fund and Water Fund.
Based on all of the information presented to and considered by the Board and the conclusions that it reached, the Board approved the New TISAmended Advisory Agreement for the Fund on the basis that its terms and conditions are fair and reasonable and in the best interests of the Fund and its shareholders.
For the reasons set forth above, the Board unanimously recommends that shareholders of the Fund vote in favor of the Amended Advisory Agreementwith Jackson Square.
DESCRIPTION OF PROPOSAL 2
APPROVAL OF FUND CLASSIFICATION
Section 5(b) of the 1940 Act provides that funds shall be classified as either “diversified” or “non-diversified.” Under the 1940 Act, a fund must be classified as either “diversified” or “non-diversified.” A non-diversified fund may invest in greater proportions in the securities of fewer issuers than a diversified fund. Because a “non-diversified” fund may invest a greater percentage of its assets in the securities of a single issuer, a decline in the value of an investment in a single issuer could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. Section 5(b) provides that diversified funds are those that, with respect to 75% of their total assets, may not (i) purchase securities of any issuer (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities or shares of investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or (ii) acquire more than 10% of the outstanding voting securities of any one issuer be sets forth the requirements that must be met for an investment company to be diversified. Non-diversified funds are any funds other than diversified funds.
The Fund is classified as a diversified fund but Jackson Square is asking shareholders to approve a change in that classification to make the Fund a non-diversified fund.
Jackson Square believes it is in the best interest of shareholders to have the Fund classified as a non-diversified fund after [December 31, 2020]. Jackson Square believes it would be advantageous to shareholders for the Fund to retain the flexibility to maintain a non-diversified portfolio at times when Jackson Square believes market conditions favor holding a more concentrated portfolio. Jackson Square believes that limiting the Fund’s portfolio holdings to 25-45 securities, which would result in the Fund holding a non-diversified portfolio of securities at times, would allow Jackson Square the flexibility to optimally implement the Fund’s revised principal investment strategies.
Accordingly, shareholders of the Fund are being asked to approve the continued classification of the Fund as a non-diversified fund, effective as of [December 31, 2020], the date on which the Fund.
For the reasons set forth above, the Board unanimously recommends that shareholders of the Fund vote “FOR” the New TIS Agreement with TIS.
DESCRIPTION OF PROPOSAL 2
APPROVAL OF ADJOURNMENTS OF THE SPECIAL MEETING
The purpose of this Proposal 2 is to authorize the holder of proxies solicited under this proxy statement to vote the shares represented by the proxies in favor of the adjournmentcontinued classification of the Special Meeting from time to time in order to allow more time to solicit additional proxies,Fund as necessary, if there are insufficient votes at the time of the Special Meeting to constitute a quorum or to approve Proposal 1.non-diversified.
One or more adjournments may be made without notice other than an announcement at the Special Meeting, to the extent permitted by applicable law and the Funds’ governing documents. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow the Funds’ shareholders who have already sent in their proxies to revoke them at any time before their use at the Special Meeting, as adjourned.
INFORMATION ABOUT OWNERSHIP OF SHARES OF THE FUND
Outstanding Shares
Only shareholders of record at the close of business on October 17, 2017,August 27, 2020, the record date (the “Record Date”), will be entitled to notice of, and to vote at, the meeting.Special Meeting. While the Fund has registered three classes of shares, as of the Record Date only IS Class shares were available for purchase. On October 17, 2017, there were [outstanding share information for each class of eachthe Record Date, the Fund to be inserted]had […] IS Class shares outstanding.
Security Ownership of Management, Trustees and Principal Shareholders
As of the Record Date, to the best of the knowledge of the Trust, no Trustee or officer of the Trust beneficially owned 1% or more of the outstanding shares of anythe Fund, and the Trustees and the officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of eachthe Fund. The Board is aware of no arrangements, the operation of which at a subsequent date may result in a change in control of the Fund. As of the Record Date, the Independent Trustees, and their respective immediate family members, did not own any securities beneficially or of record in TIS,Jackson Square, U.S. Bancorp, the parent company of the distributor, or any of their respective affiliates. As of the record date, the following persons are known by the Trust to own beneficially or of record 5% or more of the outstanding shares of either of the TIS Funds:Fund:
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Name and Address | Number % Ownership
| Type of Shares | Percentage
of Class
| Share Class Ownership |
[TO BE INSERTED WHEN RECORD DATE INFORMATION IS AVAILABLE]Kenneth F. Broad TOD One Letterman Drive, Building A, Suite A3-200 San Francisco, California 94129
| 23.75% | Beneficial |
Van Harte Smith Family Revocable Trust 1025 Alameda De Las Pulgas Box 533 Belmont, CA 94002-3507 | 23.29% | Beneficial |
Christopher Bonavico PO Box 26289 San Francisco, CA 94126-6289
| 21.78% | Beneficial |
Fortier Family Revocable Trust One Letterman Drive, Building A, Suite A3-200 San Francisco, California 94129
| 13.06% | Beneficial |
Charles Schwab & Co., Inc. Special Custody Account FBO Customers Attention Mutual Funds 211 Main St. San Francisco, CA 94105-1905
| 11.51% | Record |
VOTING INFORMATION
Who is Eligible To Vote
Shareholders of record of the TIS FundsFund as of the close of business on October 17, 2017 (the “Record Date”),the Record Date, are entitled to vote on the proposals at the meetingSpecial Meeting and any adjournments thereof. Each whole share is entitled to one vote on each matter on which it is entitled to vote, and each fractional share is entitled to a proportionate fractional vote.
Quorum
In order for a vote on a Proposal 1 to occur at the Special Meeting, there must exist a quorum of shareholders of the TIS Funds. TheFund. With respect to the Fund, the presence at the Special Meeting, in person or by proxy, of shareholders representing one-third of the Fund’s shares outstanding and entitled to vote as of the Record Date constitutes a quorum for the Special Meeting. For purposes of determining the presence of a quorum, abstentions and broker “non-votes” will be counted as present. Broker “non-votes” occur when a nominee holding shares for a beneficial owner does not vote on a proposal because the nominee does not have discretionary voting powers with respect to that proposal and has not received instructions from the beneficial owner.
In the event that the necessary quorum to transact business is not present at the Special Meeting, or the vote required to approve a Proposal 1 is not obtained the chairman ofat the Special Meeting, in order to permit the further solicitation of proxies, may adjourn the Special Meeting, subject to approval of Proposal 2, with respect to Proposal 1 from time to time to a date not more than 90 days after the original date of the meeting without further notice other than announcement at the Special Meeting. Alternatively, if a shareholder vote is called on any proposal to adjourn, the persons named as proxies may propose one or their substitutes,more adjournments of the Special Meeting with respect to any Proposal in accordance with applicable law to permit further solicitation of proxies. Any adjournment of the Special Meeting will require the affirmative vote of the holders of a simple majority of the Fund’s shares cast at the Special Meeting, and any adjournment with respect to any Proposal will require the affirmative vote of the holders of a simple majority of the Fund’s shares entitled to vote on the Proposal cast at the Special Meeting. The persons named as proxies will vote on suchfor or against any adjournment in their discretion.
Vote Required to Pass the Proposals
As provided under the 1940 Act, approval of the New TIS Agreement with respect to each TIS FundProposal will require the vote of a majority of the outstanding voting securities of each TISthe Fund. In accordance with the 1940 Act, a “majority of the outstanding voting securities” of thea Fund means the lesser of (a) 67% or more of the shares of the Fund present at a shareholder meeting if the owners of more than 50% of the shares of the Fund then outstanding are present in person or by proxy, or (b) more than 50% of the outstanding shares of the Fund entitled to vote at the meeting. Abstentions and broker “non-votes” will have the effect of a “no” vote for purposes of obtaining the requisite approval of the proposal.
Proposal 2 requires the vote of a majority of the votes cast, either in person or by proxy, at the Special Meeting to approve any adjournment(s) of the Special Meeting, even if the number of votes cast is fewer than the number required for a quorum.
Proxies and Voting at the Special Meeting
Shareholders may use the proxy card provided if they are unable to attend the meeting in person or wish to have their shares voted by a proxy even if they do attend the meeting. Any shareholder of a TISthe Fund giving a proxy has the power to revoke it prior to its exercise by mail (addressed to the Secretary at the principal executive office of the Trust shown at the beginning of this proxy statement), or in person at the meeting, by executing a superseding proxy or by submitting a notice of revocation to the Fund. In addition, although mere attendance at the meetingSpecial Meeting will not revoke a proxy, a shareholder present at the meetingSpecial Meeting may withdraw a previously submitted proxy and vote in person. To obtain directions on how to attend the meetingSpecial Meeting and vote in person, please call 844-874-6339.
1-855-682-6233.
All properly executed proxies received in time for the meetingSpecial Meeting will be voted as specified in the proxy or, if no specification is made, FOR the proposalsProposals referred to in the proxy statement and in the discretion of the persons named as proxies on such procedural matters that may properly come before the meeting.Special Meeting. If any other business comes before the meeting,Special Meeting, your shares will be voted at the discretion of the persons named as proxies.
Telephonic Voting. Shareholders may call the toll-free phone number indicated on their proxy card to vote their shares. Shareholders will need to enter the control number set forth on their proxy card and then will be prompted to answer a series of simple questions. The telephonic procedures are designed to authenticate a shareholder’s identity, to allow shareholders to vote their shares and to confirm that their instructions have been properly recorded.
Method of Solicitation and Expenses
The Funds have engaged AST Fund Solutions, LLC (the “AST”)will not engage a third-party to assist in the solicitation of proxies. TheAny solicitation that is done in connection with this proxy statement will be done by officers and employees of Jackson Square who will receive no extra compensation for their services. To the extent any solicitation of proxies is done, it will occur principally by mail, but proxies may also be solicited by telephone, e-mail or other electronic means, facsimile or personal interview. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders’ identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholder’s instructions have been properly recorded.
The cost of preparing, printing and mailing the enclosed proxy card and this proxy statement, and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone, facsimile or telegraph is estimated to be $6,314.$[...]. The cost of solicitation will be will be borne by the parties to the Purchase Agreement. In addition to the solicitation by mail, officers and employees of TIS and /or its affiliates, who will receive no extra compensation for their services, may solicit proxies by telephone, e-mail or other electronic means, letter or facsimile. ASTJackson Square. [...] has also been retained as proxy tabulator.
The FundsFund will not bear any expenses in connection with the Transaction, including any costs of soliciting shareholder approval.
Shareholder Proposals for Subsequent Meetings
The TIS Funds doFund does not hold annual shareholder meetings except to the extent that such meetings may be required under the 1940 Act or state law. Shareholders who wish to submit proposals for inclusion in the proxy statement for a subsequent shareholder meeting should send their written proposals to the Trust’s Secretary at its principal office within a reasonable time before such meeting. The timely submission of a proposal does not guarantee its inclusion.
Householding
If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you would like to receive a separate copy of the Proxy Statement, please call 1-844-874-6339.[...]. 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 844-874-6339[...] or write to USBFS at 615 East Michigan Street, Milwaukee, Wisconsin 5320253202.
Other Matters to Come Before the Meeting
No business other than the mattermatters described above is expected to come before the meeting,Special Meeting, but should any other matter requiring a vote of shareholders arise the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the TIS FundsFund and theirits shareholders.
Dated: November 6, 2017
[...], 2020
Please complete, sign and return the enclosed proxy card in the enclosed envelope. You may proxy vote by telephone in accordance with the instructions set forth on the enclosed proxy card. No postage is required if mailed in the United States.