---

Aasgard Dividend Growth Small & Mid-Cap Fund	O’Shaughnessy Funds
American Trust Allegiance Fund	Orinda Income Opportunities Fund
Capital Advisors Growth Fund	PIA Funds
Chase Funds	Poplar Forest Funds
Davidson Multi-Cap Equity Fund	Pzena Funds
Edgar Lomax Value Fund	Scharf Funds
Fort Pitt Capital Total Return Fund	Semper Funds
Huber Funds	Shenkman Funds
Kellner Funds	Wasmer Schroeder High Yield Municipal Fund
Logan Funds	WBI Funds

 

 

ADVISORS SERIES TRUST

615 East Michigan Street, 4^th Floor

Milwaukee, WI 53202

PROXY STATEMENT

January 9, 2017

FOR THE SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 3, 2017

Introduction

This Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (the “Board”) of Advisors Series Trust (the “Trust”) of proxies to be voted at the Special Meeting of Shareholders of the Trust and any adjournment or postponement thereof (the “Meeting”).  The Meeting will be held at the offices of U.S. Bancorp Fund Services, LLC (“USBFS”), 615 East Michigan Street, 4^th Floor, Milwaukee, Wisconsin 53202, on Friday, March 3, 2017, at 10:00 a.m., Central Time.

Shareholders of record at the close of business on the record date, December 23, 2016 (the “Record Date”), are entitled to notice of, and to vote at, the Meeting.  The Notice of Special Meeting of Shareholders (the “Notice”), this Proxy Statement and the enclosed Proxy Card are being mailed to Shareholders on or after January 11, 2017.

The Trust is an open-end management investment company organized as a Delaware statutory trust under the laws of the State of Delaware on October 3, 1996.  Its fiscal year-end is October 31.  The Trust currently consists of 46 separate series, or mutual funds, managed by 20 unaffiliated investment advisers, with different fiscal year-ends.  Shareholders of each Fund in the Trust and of each class of each Fund are being solicited to vote on the proposal.  Following is a list of the current Funds in the Trust being solicited to vote on the proposal in this Proxy Statement:

 

Financial statements for the Funds comprising the Trust are included in annual reports of each Fund for their various fiscal year-end dates noted above, which are mailed to shareholders.  Shareholders may obtain copies of the applicable annual report or semi-annual report free of charge by writing the Trust at 615 East Michigan Street, Milwaukee, WI 53202, or by calling 1-800-755-3105.

The Board currently has five members:  Joseph D. Redwine, Raymond B. Woolson, Gail S. Duree, George J. Rebhan, and George T. Wofford.  Ms. Gail S. Duree and Mr. Raymond B. Woolson, who are currently Independent Trustees of the Trust, have served as Trustees since March 2014 and January 2016, respectively, when each was appointed to his or her position by the Board in accordance with Section 16(a) of the 1940 Act.  Under the 1940 Act, their appointments as Trustees were not required to be approved by shareholders.

George T. Wofford has announced his intention to retire from the Board of the Trust in March 2017.

At a meeting of the Board of the Trust held in December 2016, the Trust’s Nominating Committee, which consists solely of Trustees who are not “interested persons” of the Trust (“Independent Trustees”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), recommended David G. Mertens for election as an additional Trustee of the Trust to replace Mr. Wofford.  The Nominating Committee also recommended that Ms. Duree and Mr. Woolson be nominated for election by shareholders.  After discussion and consideration of the matter, the Board of the Trust voted to nominate Ms. Duree, Mr. Mertens, and Mr. Woolson for election by shareholders.  Mr. Mertens does not currently have any affiliations with the Trust.  He is a managing director for Jensen Investment Management, Inc.  If elected, Mr. Mertens would be an Independent Trustee of the Trust.

As indicated above and under “Trustees and Officers” below, Mr. Mertens has considerable business experience in investment management matters.  The Board believes that Mr. Mertens’ addition to the Board is appropriate given the pending retirement of a current Trustee in March 2017 and believes Mr. Mertens would enhance the Board’s ability to oversee the operations of the Trust.

The current members of the Board do not have the power to appoint Mr. Mertens as an additional Trustee without the approval of the shareholders of the Trust.  Section 16(a) of the 1940 Act provides that an additional Trustee may be appointed by the Board only if, after his or her appointment, at least two-thirds of the Trustees have been elected by the shareholders.  Ms. Duree and Mr. Woolson have previously been appointed to the Board without shareholder approval.  As the appointment of Mr. Mertens would result in only approximately 40% of the Board having been elected by the shareholders of the Trust, Mr. Mertens must be elected as a Trustee by the shareholders. The Board also believes it is in the best interests of the Trust for the shareholders to now vote to approve Ms. Duree and Mr. Woolson so that all members of the Board will have been elected by the shareholders and the Board will have greater flexibility to appoint additional Trustees in the future to fill vacancies without incurring the expense of additional shareholder meetings.

Required Vote

The election of the nominees will be voted upon separately by shareholders of the Funds of the Trust in the aggregate; that is, regardless of the Fund in which you are a shareholder, you have the right to approve or disapprove the proposal on a one vote-per-share basis without differentiation between the separate Funds (or classes).  The nominees will be elected as Trustees of the Trust if they receive a plurality of the votes cast by all shares of the Trust to be voted in the aggregate.  In essence, this means that the nominees for election receiving the affirmative votes cast at the Meeting will be elected to the Board of the Trust.  The nominees have indicated that they are able and willing to serve as Trustees and, if elected, will serve as Trustees until each dies, resigns, reaches the Board’s mandatory retirement age, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner, until the election and qualification of his/her successor.  If for any reason the nominees become unable to serve before the Meeting, proxies will be voted for a substitute nominated by the Board unless you instruct otherwise.

THE BOARD RECOMMENDS THAT THE TRUST’S SHAREHOLDERS ELECT THE NOMINEES AS TRUSTEES OF THE TRUST.

Trustees and Officers

The Board is responsible for oversight of the Trust’s operations.  The Board establishes the Trust’s policies and meets regularly to review the activities of the Trust’s officers, who are responsible for operational aspects of the Funds.  Information regarding the current Trustees, the nominees for election as additional Trustees, and the officers of the Trust is set forth below.

 

 

 

 

*

Under the Trust’s Agreement and Declaration of Trust, a Trustee serves during the continued lifetime of the Trust until he/she dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner, until the election and qualification of his/her successor.  In addition, the Trustees have designated a mandatory retirement age of 75, such that each Trustee first elected or appointed to the Board after December 1, 2015, serving as such on the date he or she reaches the age of 75, shall submit his or her resignation not later than the last day of the calendar year in which his or her 75th birthday occurs.

(1)	The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).

(2)

As of December 31, 2016, the Trust was comprised of 46 active portfolios managed by unaffiliated investment advisors.  The term “Fund Complex” applies only to the Fund.  The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series.

(3)	“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934, as amended, (that is, “public companies”) or other investment companies registered under the 1940 Act.

(4)	Mr. Redwine is an “interested person” of the Trust as defined by the 1940 Act.  Mr. Redwine is an interested Trustee of the Trust by virtue of the fact that he is an interested person of Quasar Distributors, LLC who acts as principal underwriter to the series of the Trust.

The Board met four times during the calendar year ended December 31, 2016.  During the calendar year, all of the incumbent Trustees attended at least 75% of the Board meetings and the meetings of the Board Committees on which they served.

Board Committees

The Trust has established the following three standing committees and the membership of each committee to assist in its oversight functions, including its oversight of the risks the Trust faces: the Audit Committee, the QLCC, and the Nominating Committee.  There is no assurance, however, that the Board’s committee structure will prevent or mitigate risks in actual practice.  The Trust’s committee structure is specifically not intended or designed to prevent or mitigate each Fund’s investment risks.  Each Fund is designed for investors that are prepared to accept investment risk, including the possibility that as yet unforeseen risks may emerge in the future.

The Audit Committee is comprised of all of the Independent Trustees.  It does not include any interested Trustees.  Ms. Duree is the Chairperson of the Audit Committee.  The Audit Committee meets regularly with respect to the various series of the Trust.  The function of the Audit Committee, with respect to each series of the Trust, is to review the scope and results of the audit and any matters bearing on the audit or the Fund’s financial statements and to ensure the integrity of the Fund’s pricing and financial reporting.

The Audit Committee also serves as the QLCC for the Trust for the purpose of compliance with Rules 205.2(k) and 205.3(c) of the Code of Federal Regulations, regarding alternative reporting procedures for attorneys retained or employed by an issuer who appear and practice before the SEC on behalf of the issuer (the “issuer attorneys”).  An issuer’s attorney who becomes aware of evidence of a material violation by the Trust, or by any officer, director, employee, or agent of the Trust, may report evidence of such material violation to the QLCC as an alternative to the reporting requirements of Rule 205.3(b) (which requires reporting to the chief legal officer and potentially “up the ladder” to other entities).

The Nominating Committee is responsible for seeking and reviewing candidates for consideration as nominees for Trustees as is considered necessary from time to time and meets only as necessary.  The Nominating Committee is comprised of all of the Independent Trustees.  It does not include any interested Trustees.  Mr. Wofford is the Chairman of the Nominating Committee.  The Nominating Committee met twice during the last fiscal year ended October 31, 2016.

The Nominating Committee has a charter that is included as Exhibit A. In identifying and evaluating nominees for Trustee, the Nominating Committee seeks to ensure that the Board of Trustees possess, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, and also seeks to ensure that the Board of Trustees is comprised of Trustees who have broad and diverse backgrounds. The Nominating Committee looks at each nominee on a case-by-case basis. The Nominating Committee takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge.

The Board believes that to be recommended as a nominee, whether by the Nominating Committee or at the suggestion of a shareholder, each candidate must: 1) display the highest personal and professional ethics, integrity and values; 2) have the ability to exercise sound business judgment; 3) must be highly accomplished in his or her respective field; 4) have a relevant expertise and experience; 5) ne able to represent all shareholders and be committed to enhancing long-term shareholder value; and 6) have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of the Trust’s business.

The Nominating Committee will consider nominees recommended by shareholders.  Recommendations for consideration by the Nominating Committee should be sent to the President of the Trust in writing together with the appropriate biographical information concerning each such proposed Nominee, and such recommendation must comply with the notice provisions set forth in the Trust’s By-Laws.  In general, to comply with such procedures, such nominations, together with all required biographical information, must be delivered to and received by the President of the Trust at the principal executive offices of the Trust between 120 and 150 days prior to the shareholder meeting at which any such nominee would be voted on.

Additionally, the Trust’s Board has delegated day-to-day valuation issues to a Valuation Committee that is comprised of representatives from the Administrator’s staff.  The function of the Valuation Committee is to value securities held by any series of the Trust for which current and reliable market quotations are not readily available.  Such securities are valued at their respective fair values as determined in good faith by the Valuation Committee and the actions of the Valuation Committee are subsequently reviewed and ratified by the Board.  The Valuation Committee meets as needed.

Additional Information Concerning Our Board of Trustees

The Role of the Board

The Board provides oversight of the management and operations of the Trust.  Like all mutual funds, the day-to-day responsibility for the management and operation of the Trust is the responsibility of various service providers to the Trust, such as the Trust’s investment advisers, distributor, administrator, custodian, and transfer agent.  The Board approves all significant agreements between the Trust and its service providers, including the agreements with the advisers, distributor, administrator, custodian and transfer agent.  The Board has appointed various senior individuals of certain of these service providers as officers of the Trust, with responsibility to monitor and report to the Board on the Trust’s day-to-day operations.  In conducting this oversight, the Board receives regular reports from these officers and service providers regarding the Trust’s operations.  The Board has appointed a CCO who administers the Trust’s compliance program and regularly reports to the Board as to compliance matters.  Some of these reports are provided as part of formal “Board Meetings” which are typically held quarterly, in person, and involve the Board’s review of recent Trust operations.  From time to time one or more members of the Board may also meet with Trust officers in less formal settings, between formal “Board Meetings”, to discuss various topics.  In all cases, however, the role of the Board and of any individual Trustee is one of oversight and not of management of the day-to-day affairs of the Trust and its oversight role does not make the Board a guarantor of the Trust’s investments, operations or activities.

Board Leadership Structure

The Board has structured itself in a manner that it believes allows it to effectively perform its oversight function.  It has established three standing committees, an Audit Committee, a Nominating Committee, and a Qualified Legal Compliance Committee (the “QLCC”), which are discussed in greater detail under “Board Committees”, above.  Currently, more than seventy-five percent (75%) of the members of the Board are Independent Trustees, which are Trustees that are not affiliated with the Adviser or its affiliates or any other investment adviser in the Trust, and each of the Audit Committee, Nominating Committee and QLCC are comprised entirely of Independent Trustees.  The Independent Trustees have engaged their own independent counsel to advise them on matters relating to their responsibilities in connection with the Trust.

 

The Chairman of the Board is the Chief Executive Officer of the Trust and a Trustee; he is an “interested person” of the Trust, as defined by the 1940 Act, by virtue of the fact that he is an interested person of Quasar Distributors, LLC, the Trust’s Distributor and principal underwriter.  He is also the President and CEO of the Administrator to the Trust.  The President and Principal Executive Officer of the Trust is not a Trustee, but rather is a senior employee of the Administrator who routinely interacts with the unaffiliated investment advisers of the Trust and comprehensively manages the operational aspects of the funds in the Trust.  The Trust has appointed George J. Rebhan as lead Independent Trustee, who acts as a liaison with the Trust’s service providers, officers, legal counsel, and other Trustees between meetings, helps to set Board meeting agendas, and serves as chair during executive sessions of the Independent Trustees.

Additionally, the Board reviews its structure annually.  The Trust has determined that it is appropriate to separate the Principal Executive Officer and Board Chairman positions because the day-to day responsibilities of the Principal Executive Officer are not consistent with the oversight role of the Trustees and because of the potential conflict of interest that may arise from the Administrator’s duties with the Trust.  The Board has also determined that the appointment of a lead Independent Trustee and the function and composition of the Audit Committee, the Nominating Committee, and the QLCC are appropriate means to address any potential conflicts of interest that may arise from the Chairman’s status as an Interested Trustee.  Given the specific characteristics and circumstances of the Trust as described above, the Trust has determined that the Board’s leadership structure is appropriate.

Board Oversight of Risk Management

As part of its oversight function, the Board receives and reviews various risk management reports and assessments and discusses these matters with appropriate management and other personnel.  Because risk management is a broad concept comprised of many elements (such as, for example, investment risk, issuer and counterparty risk, compliance risk, operational risks, business continuity risks, etc.) the oversight of different types of risks is handled in different ways.  For example, the Audit Committee meets regularly with the CCO to discuss compliance and operational risks.  The Audit Committee also meets with the Treasurer and the Trust’s independent public accounting firm to discuss, among other things, the internal control structure of the Trust’s financial reporting function.  The full Board receives reports from the Adviser and portfolio managers as to investment risks as well as other risks that may be also discussed in Audit Committee.

Information about Each Trustee’s Qualification, Experience, Attributes or Skills

The Board believes that each of the Trustees has the qualifications, experience, attributes and skills (“Trustee Attributes”) appropriate to their continued service as Trustees of the Trust in light of the Trust’s business and structure.  Each of the Trustees has substantial business and professional backgrounds that indicate they have the ability to critically review, evaluate and access information provided to them.  Certain of these business and professional experiences are set forth in detail in the table above.  In addition, the majority of the Trustees have served on boards for organizations other than the Trust, as well as having served on the Board of the Trust for a number of years.  They therefore have substantial board experience and, in their service to the Trust, have gained substantial insight as to the operation of the Trust.  The Board annually conducts a ‘self-assessment’ wherein the effectiveness of the Board and individual Trustees is reviewed.

In addition to the information provided in the table above, below is certain additional information concerning each particular Trustee and certain of their Trustee Attributes. The information provided below, and in the table above, is not all-inclusive.  Many Trustee Attributes involve intangible elements, such as intelligence, integrity, work ethic, the ability to work together, the ability to communicate effectively, the ability to exercise judgment, the ability to ask incisive questions, and commitment to shareholder interests.  In conducting its annual self-assessment, the Board has determined that the Trustees have the appropriate attributes and experience to continue to serve effectively as Trustees of the Trust.

Gail S. Duree.  Ms. Duree has served as a trustee and chair on a mutual fund board and is experienced in financial, accounting and investment matters through her experience as past audit committee chair of a mutual fund complex as well as through her service as Treasurer of a major church from 1999 to 2009.  Ms. Duree also serves as director of a collegiate housing management company and has served as a director of a philanthropic organization where she sat as chair of the finance committee.  Ms. Duree serves as the Trust’s Audit Committee Financial Expert.

George J. Rebhan.  Mr. Rebhan has served on a number of mutual fund boards and is experienced with financial, accounting, investment and regulatory matters through his prior service as a trustee of E*Trade Funds and as President of the Hotchkis and Wiley mutual fund family.  Mr. Rebhan also has substantial investment experience through his former association with a registered investment adviser.

Joe D. Redwine.  Mr. Redwine has substantial mutual fund experience and is experienced with financial, accounting, investment and regulatory matters through his position as President and CEO of U.S. Bancorp Fund Services, LLC, a full service provider to mutual funds and alternative investment products.  In addition, he has extensive experience consulting with investment Advisers regarding the legal structure of mutual funds, distribution channel analysis and actual distribution of those funds.

George T. Wofford.  Mr. Wofford is experienced in financial, accounting, regulatory and investment matters through his executive experience as a Senior Vice President of Federal Home Loan Bank of San Francisco (“FHLB-SF”) where he was involved with the development of FHLB-SF’s information technology infrastructure as well as legal and regulatory financial reporting.

Raymond B. Woolson.  Mr. Woolson has served on a number of mutual fund boards and is experienced with financial, accounting, investment and regulatory matters through his experience as Lead Independent Trustee and Audit Committee Chair for the Doubleline Funds as well as through his service as President of Apogee Group, Inc., a company providing financial consulting services.  Mr. Woolson also has substantial mutual fund operations, financial and investment experience through his prior service in senior and management positions in the mutual fund industry, including service as Senior Managing Director in Investment Management for Mass Mutual Life Insurance Company, where he oversaw fund accounting, fund administration and client services and also served as Chief Financial Officer and Treasurer for various funds and other investment products, as well as prior positions where he provided management consulting services to the mutual fund industry and the investment management areas of the banking and insurance industries.

Information about the Nominee for Independent Trustee’s Qualification, Experience, Attributes or Skills

David G. Mertens.  Mr. Mertens has over 30 years of financial industry experience, including serving as Managing Director and Vice President of Jensen Investment Management, Inc. (“Jensen”) since 2002.  Prior to Jensen, Mr. Mertens held various sales and marketing roles with Berger Financial Group, LLC and Berger Distributors, LLC from 1995 to 2002.

Ownership of the Funds

The following table sets forth the dollar range of equity securities beneficially owned by each Trustee, nominee for Trustee and officer in the Trust as of December 31, 2016.  If a series Fund of the Trust is not listed, no Trustee, nominee or officer owned any shares of such Fund as of December 31, 2016.  As of December 31, 2016, the Trustees, nominees and officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of any class of any Fund in the Trust.

Compensation

The table below sets forth the compensation paid to the Independent Trustees for the calendar year ended December 31, 2016.  The Trust does not compensate its officers for the services they provide.  In addition to the annual fee each Trustee receives, the Trustees also receive reimbursement from the Trust for expenses incurred in connection with attendance at regular meetings.  This amount is allocated among each of the current series of the Trust.  The Trust has no pension or retirement plan.  No other entity affiliated with the Trust pays any compensation to the Trustees.

* Mr. O’Connor retired from the Board of the Trust effective January 15, 2016.

** Effective January 1, 2016, Mr. Woolson was appointed to the position of Independent Trustee.

GENERAL INFORMATION

Solicitation of Proxies

 

In addition to solicitation of proxies by mail, certain officers of the Trust, officers and employees of the Investment Advisers, or other representatives of the Trust, who will not be paid for their services, may also solicit proxies by telephone or in person.  USBFS has engaged the proxy solicitation firm of AST Fund Solutions, Inc. who will be paid approximately $113,000, plus out-of-pocket expenses, for their services.  USBFS will pay for the expenses incident to the solicitation of proxies in connection with the Meeting, which expenses include the fees and expenses of tabulating the results of the proxy solicitation and the fees and expenses of AST Fund Solutions, Inc.  USBFS also will reimburse upon request persons holding shares as nominees for their reasonable expenses in sending soliciting materials to their principals.  The Funds and the Trust will not pay any of the costs associated with the preparation of this Proxy Statement or the solicitation of proxies.

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 1-800-755-3105.  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 1-800-755-3105 or write to USBFS at 615 East Michigan Street, Milwaukee, Wisconsin 53202.

Voting Procedures

 

You can vote by mail, on the Internet or by phone by following the instructions on your proxy card, or in person at the Meeting.  To vote by mail, sign and send us the enclosed proxy voting card in the envelope provided. 

Shares represented by timely and properly executed proxies will be voted as specified.  If you do not specify your vote with respect to a particular matter, the proxy holder will vote your shares in accordance with the recommendation of the Trustees. You may revoke your proxy at any time before it is exercised by sending a written revocation to the Secretary of the Trust, by properly executing and delivering a later-dated proxy, or by attending the Meeting and voting in person.  Attendance at the Meeting alone, however, will not revoke the proxy.

 

Each whole share will be entitled to one vote as to any matter on which it is entitled to vote and each fractional share will be entitled to a proportionate fractional vote.  There is no cumulative voting in the election of Trustees.

 

Quorum and Methods of Tabulation

 

Forty percent of the shares of the Trust entitled to vote, present in person or represented by proxy, constitutes a quorum for the transaction of business for the Trust at the Meeting.  Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Board as inspectors for the Meeting.

For purposes of determining the presence of a quorum for the meeting, the inspectors will count as present the total number of shares voted “for” or “against” approval of any proposal, as well as shares represented by proxies that reflect abstentions and “broker non-votes” (i.e., shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or the persons entitled to vote and the broker or nominee does not have the discretionary voting power on a particular matter).  However, abstentions and broker non-votes will have no effect on the election of Trustees because of the Trust’s plurality voting requirements.

 

Adjournment

 

If a quorum is not present or sufficient votes in favor of the Proposal are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to a date within a reasonable time after the Record Date to permit further solicitation of proxies with respect to the Proposal.  In addition, if the persons named as proxies determine it is advisable to defer action on the Proposal the persons named as proxies may propose one or more adjournments of the Meeting to a date within a reasonable time after the Record Date in order to defer action on the Proposal as they deem advisable.  Any such adjournments will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the Meeting to be adjourned.  The persons named as proxies will vote in favor of such adjournment those proxies that they are entitled to vote in favor of the Proposal.  They will vote against any such adjournment those proxies required to be voted against any of the Proposal.  They will vote in their discretion shares represented by proxies that reflect abstentions and “broker non-votes”.  A Proposal for which sufficient affirmative votes have been received by the time of the Meeting will be acted upon and such action will be final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other Proposal.

Investment Advisers

The investment advisers to the Funds of the Trust are as follows:

 

Other Service Providers

 

The principal executive office of the Trust is located at 615 East Michigan Street, Milwaukee, Wisconsin 53202.  The Trust’s administrator and transfer and dividend disbursing agent is U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202.  The Trust’s principal underwriter/distributor is Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, Wisconsin  53202.

 

Independent Registered Public Accounting Firm

 

Tait, Weller & Baker LLP (“Tait”) has acted as the independent registered public accounting firm to the Trust since 2003.  Upon recommendation of its Audit Committee, the Board has selected Tait as the independent registered public accounting firm to audit and certify the Trust’s financial statements for each Fund’s most recent and current fiscal year ended as of the date shown in the table starting on page 1.  Representatives of Tait will not be present at the Meeting.

Audit Fees

For each Fund’s two most recent fiscal years ended in 2014, 2015, or 2016, as appropriate, aggregate fees billed by Tait for the audit of the Fund’s annual financial statements and services that are normally provided by Tait in connection with statutory and regulatory filings or engagements for those two fiscal years were $735,900 and $757,500, respectively.

Audit-Related Fees

Tait did not perform any assurance or services related to the performance of the audits of each Fund’s financial statements for the two most recent fiscal years ended in 2014, 2015, or 2016, as appropriate, which are not set forth under “Audit Fees” above.

Tax Fees

Tait prepared each Fund’s federal and state income tax returns for the two most recent fiscal years ended in 2014, 2015, or 2016, as appropriate.  Aggregate fees billed to the Trust by Tait for professional services for tax compliance, tax advice, and tax planning were $147,600 and $152,400, respectively.  All of these fees were required to be approved by the Audit Committee.

All Other Fees

Tait neither performed services for the Trust nor delivered any products to the Trust for each Fund’s two most recent fiscal years ended in 2014, 2015 or 2016, as appropriate, other than as set forth above.

Pre-Approval of Certain Services

The Audit Committee Charter requires pre-approval by the Trust of all auditing and permissible non-audit services to be provided to the Trust by Tait, including fees.  Accordingly, all of these non-audit services were required to be pre-approved, and all of these non-audit services were pre-approved by the Audit Committee.

Non-Audit Fees Paid by Investment Advisers and Their Affiliates

For each Fund’s two most recent fiscal years ended in 2014, 2015, or 2016, as appropriate, Tait did not bill for any non-audit fees except for the preparation of each Fund’s federal and state income tax returns for such fiscal years as set forth above, and did not bill any investment adviser or its affiliate that provided ongoing services to the Fund for any non-audit fees.

 

Outstanding Shares

 

The Trust currently offers shares of 47 series, or mutual funds, managed by 20 unaffiliated investment advisers, each of which represents a separate investment portfolio.

The number of shares of each Fund and class issued and outstanding on the Record Date was as follows:

 

As of the Record Date, the Trustees and officers of the Trust as a group owned beneficially less than one percent (1%) of the outstanding shares of each share class of each Fund and of the Trust as a whole.  As of the close of business on the record date, the following persons were the only persons who were record owners or, to the knowledge of the Trust, were beneficial owners of 5% or more of each Fund’s outstanding shares.  

Aasgard Dividend Growth Small & Mid-Cap Fund – No Load Class

American Trust Allegiance Fund – Investor Class

Capital Advisors Growth Fund – Investor Class

Chase Growth Fund – Class N

Shareholder

Number of Shares

% of Holdings

Record or Beneficial

Chase Growth Fund – Institutional Class

Chase Mid-Cap Growth Fund – Class N

Chase Mid-Cap Growth Fund – Institutional Class

Davidson Multi-Cap Equity Fund – Class A

Davidson Multi-Cap Equity Fund – Class C

Davidson Multi-Cap Equity Fund – Class I

 

Edgar Lomax Value Fund – Investor Class

Fort Pitt Capital Total Return Fund

Huber Capital Equity Income Fund – Investor Class

 

Huber Capital Equity Income Fund – Institutional Class

Huber Capital Small Cap Value Fund – Investor Class

Huber Capital Small Cap Value Fund – Institutional Class

 

 

Huber Capital Diversified Large Cap Value Fund – Investor Class

Huber Capital Diversified Large Cap Value Fund – Institutional Class

Huber Capital Mid Cap Value Fund – Investor Class

Huber Capital Mid Cap Value Fund – Institutional Class

Kellner Merger Fund – Investor Class

Kellner Merger Fund – Institutional Class

Kellner Event Fund – Investor Class

Kellner Event Fund – Institutional Class

Logan Capital Large Cap Growth Fund – Investor Class

Logan Capital Large Cap Growth Fund – Institutional Class

Logan Capital Long/Short Fund – Investor Class

Logan Capital Long/Short Fund – Institutional Class

O’Shaughnessy All Cap Core Fund – Class A

O’Shaughnessy All Cap Core Fund – Class C

O’Shaughnessy All Cap Core Fund – Class I

O’Shaughnessy Enhanced Dividend Fund – Class I

 

 

O’Shaughnessy Small/Mid Cap Growth Fund – Class I

O’Shaughnessy Market Leaders Value Fund – Class I

 

O’Shaughnessy Small Cap Value Fund – Class I

Orinda Income Opportunities Fund – Class A

Orinda Income Opportunities Fund – Class I

 

Orinda Income Opportunities Fund – Class D

PIA BBB Bond Fund – Managed Account Completion Shares

PIA Short-Term Securities Fund – Advisor Class

Shareholder

Number of Shares

% of Holdings

Record or Beneficial

PIA MBS Bond Fund – Managed Account Completion Shares

PIA High Yield Fund – Institutional Class

 

Shareholder

Number of Shares

% of Holdings

Record or Beneficial

Poplar Forest Outliers Fund – Institutional Class

Poplar Forest Cornerstone Fund – Class A

Poplar Forest Cornerstone Fund – Institutional Class

 

Shareholder

Number of Shares

% of Holdings

Record or Beneficial

Pzena Mid Cap Value Fund – Investor Class

Pzena Mid Cap Value Fund – Institutional Class

 

Pzena Emerging Markets Value Fund – Investor Class

Pzena Emerging Markets Value Fund – Institutional Class

Pzena Long/Short Value Fund – Investor Class

Pzena Long/Short Value Fund – Institutional Class

 

Pzena Small Cap Value Fund – Investor Class

Pzena Small Cap Value Fund – Institutional Class

Scharf Fund – Retail Class

Scharf Fund – Institutional Class

 

Shareholder

Number of Shares

% of Holdings

Record or Beneficial

Scharf Balanced Opportunity Fund – Retail Class

Scharf Balanced Opportunity Fund – Institutional Class

Scharf Global Opportunity Fund – Retail Class

Scharf Alpha Opportunity Fund – Retail Class

 

 

Semper MBS Total Return Fund- Class A

Semper MBS Total Return Fund – Institutional Class

Semper MBS Total Return Fund – Investor Class

Semper Short Duration Fund – Institutional Class

Semper Short Duration Fund – Investor Class

Shareholder

Number of Shares

% of Holdings

Record or Beneficial

Shenkman Short Duration High Income Fund – Class A

Shenkman Short Duration High Income Fund – Class F

Shenkman Short Duration High Income Fund – Class C

Shenkman Short Duration High Income Fund – Institutional Class

Shenkman Floating Rate High Income Fund – Institutional Class

 

Shareholder

Number of Shares

% of Holdings

Record or Beneficial

Wasmer Schroeder High Yield Municipal Fund – Institutional Class

WBI Tactical BA Fund – No Load Class

WBI Tactical BA Fund – Institutional Class

WBI Tactical BP Fund – No Load Class

WBI Tactical BP Fund – Institutional Class

WBI Tactical DI Fund – No Load Class

WBI Tactical DI Fund – Institutional Class

WBI Tactical DG Fund – No Load Class

WBI Tactical DG Fund – Institutional Class

Other Matters

The Trust is not aware of any other matters that are expected to arise at the Meeting.  If any other matter should arise, however, the persons named in properly executed proxies have discretionary authority to vote such proxies as they decide.

The Agreement and Declaration of Trust of the Trust, as amended, and the Amended and Restated By-laws of the Trust, do not provide for annual meetings of shareholders and the Trust does not currently intend to hold such meeting in the future.  Shareholder proposals for inclusion in a proxy statement for any subsequent meeting of the Trust’s shareholders must be received by the Trust a reasonable period of time prior to any such meeting.

Notice to Banks, Broker-Dealers and Voting Trustees and their Nominees

Banks, broker-dealers, voting trustees and their nominees should advise the Trust, in care of U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701, whether other persons are beneficial owners of shares held in their names for which proxies are being solicited and, if so, the number of copies of the Proxy Statement and Annual Reports they wish to receive in order to supply copies to the beneficial owners of the respective shares.

 

		PROXY CARD
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.  PLEASE CAST YOUR PROXY VOTE TODAY!

 

[FUND NAME INSERTED HERE]

ADVISORS SERIES TRUST

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 3, 2017

This Proxy is solicited on behalf of the Board of Trustees of Advisors Series Trust (the “Trust”).  The undersigned, revoking prior proxies, hereby appoints Douglas G. Hess and Cheryl L. King, as attorneys-in-fact and proxies of the undersigned, granted in connection with the voting of the shares subject hereto.  Each of them, with full power of substitution, are entitled to vote shares held in the name of the undersigned as of the record date at the Special Meeting of Shareholders of the fund listed above (“the Fund”), a series of the Trust, to be held at the offices of U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin  53202, on March 3, 2017, at 10:00 a.m. Central Time, or at any adjournment thereof, upon the Proposals described in the Notice of Meeting and accompanying Proxy Statement.  The undersigned acknowledges receiving the Notice of Meeting and accompanying Proxy Statement.

 

---

1	Have the ability to exercise sound business judgment;

 

2	Must be highly accomplished in his or her respective field;

 

3	Have a relevant expertise and experience;

 

4	Be able to represent all shareholders and be committed to enhancing long-term shareholder value; and

 

5	Have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of the Trust’s business.

In performing its duties, the Nominating Committee shall:

1.	Summarize the proceedings of meetings of the Nominating Committee at meetings of the Board.  The Nominating Committee shall also submit the minutes of all its meetings to, or discuss the matters discussed at each meeting with, the Board;

 

2.	Investigate any matter that comes to the attention of the Nominating Committee within the scope of its duties, with the power to retain independent counsel, accountants, or others for this purpose if, in its judgment, that is appropriate;

 

3.	As the Nominating Committee deems appropriate, obtain, weigh and consider expert advice as to Nominating Committee related rules, legal and regulatory provisions, including engaging independent counsel and other advisors at Trust expense;

 

4.	Consider such other matters as may be from time to time referred to it by the Board; and

 

5.	Periodically review and, as appropriate, recommend changes to, this Charter.

 

In carrying out its responsibilities, the Nominating Committee believes its policies and procedures should be and remain flexible so that it can react to changing conditions and environments and to assure the Board and shareholders of the Trust that the nominating practices of the Trust are in accordance with all requirements and are of the highest quality.

Adopted: September 20, 2007

Amended and Adopted:  December 10, 2010; June 18, 2015