ThZeal - The Zeal


(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

I am writing to inform you about an upcoming special meeting (the “Special Meeting”) of the shareholders of the Semper MBS Total Return Fund and Semper Short Duration Fund (the “Funds”), each a series of Advisors Series Trust (the “Trust”). The Special Meeting is being held to seek shareholder approval of the proposals (the “Proposals”) discussed below and in the accompanying Proxy Statement:

Enclosed you will find a notice of the Special Meeting, a Proxy Statement with additional information about the Proposals, and a proxy card with instructions for voting. Following this letter, you will find questions and answers regarding the Proxy Statement that are designed to help you understand the Proxy Statement and how to cast your votes. These questions and answers are being provided as a supplement to, not a substitute for, the Proxy Statement, which we urge you to review carefully.

The Special Meeting is scheduled to be held at [11:00 a.m. Central time on February [__], 2023, at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202]. If you are a shareholder of record as of the close of business on [December [__], 2022], you are entitled to vote at the Special Meeting and at any adjournment thereof. Your vote is extremely important. While you are welcome to join us at the Special Meeting, most shareholders will cast their votes by filling out, signing, and returning the enclosed proxy card, voting by telephone, or voting using the internet. By responding promptly, you will save the expense of additional follow-up mailings and solicitations. Please vote today.

A special meeting of shareholders (the “Special Meeting”) of the Semper MBS Total Return Fund and Semper Short Duration Fund (the “Funds”), each a series of Advisors Series Trust (the “Trust”), will be held on [February [__], 2023, at 11:00 a.m. Central time, at the offices of the Funds’ administrator, U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202]. At the Special Meeting, or any adjournments thereof, shareholders of each Fund will be asked to act upon the following proposals:

The Trust’s Board of Trustees has fixed the close of business on [December [__], 2022], as the record date for the determination of the shareholders entitled to notice of, and to vote at, the Special Meeting and any adjournments thereof. In addition to the proposals above, shareholders may also consider any other business as may be properly brought before the Special Meeting.

Please read the accompanying Proxy Statement. Your vote is very important to us regardless of the number of votes you hold. Shareholders who do not expect to attend the Special Meeting are requested to complete, sign, and promptly return the enclosed proxy card so that a quorum will be present and a maximum number of shares may be voted for the Funds. In the alternative, please call the toll-free number on your proxy card to vote by telephone or go to the website shown on your proxy card to vote over the internet. Proxies may be revoked prior to the Special Meeting by giving written notice of such revocation to the Secretary of the Trust prior to the Special Meeting, delivering a subsequently dated proxy card by any of the methods described above, or by voting in person at the Special Meeting.

Below is a brief overview of the matters being submitted to a shareholder vote. Your vote is important, no matter how large or small your holdings may be. Please read the full text of the proxy statement (“Proxy Statement”), which contains additional information about the proposals (the “Proposals”), and keep it for future reference.


Proposal	Description	Funds
1	To approve an investment sub-advisory agreement between Semper Capital Management, L.P., and Medalist Partners LP, on behalf of each Fund. No increase in shareholder fees or expenses is being proposed.	Each Fund, voting separately
2	To approve a “manager of managers” arrangement that would grant each Fund and Semper Capital Management, L.P. greater flexibility to change sub-advisory arrangements without shareholder approval, but subject to prior approval by the Board of Trustees of the Trust.	Each Fund, voting separately
3	To transact such other business as may properly come before the Special Meeting and any adjournments thereof.	Each Fund, voting separately

A. No, approval of Proposal 1 by Fund shareholders will not affect the fees or expenses payable by the Funds. If the Sub-Advisory Agreement is approved by a Fund’s shareholders, the Adviser will pay a sub-advisory fee to the Sub-Adviser for services it provides to that Fund. As the sub-advisory fee is paid by the Adviser and not the Funds the fees and expenses for each Fund will not be impacted as a result of either proposal.

A. The Adviser has determined that it would benefit each Fund and its shareholders if Medalist were to serve as a sub-adviser to each of the Funds. In its role as sub-adviser, Medalist will provide the existing portfolio manager(s) with additional investment research support. This additional support will enable the portfolio manager to leverage the investment analysis of securities in certain sectors in which the Funds invest. The existing portfolio manager(s) will remain responsible for oversight of Medalist and for day-to-day management of the assets in each Fund and will retain final decision making authority with respect to selection of Fund portfolio holdings.

A. No, under the proposed arrangements the Adviser will continue to provide substantially the same day-to-day portfolio management services to the Funds as it currently provides. The only change is that for certain types of securities, Medalist will provide investment research and recommendations to the Funds’ portfolio manager(s). Investment recommendations made by Medalist will be subject to review and approval of the existing portfolio manager(s).

A. The Advisor previously received “manager of managers” exemptive relief from the Securities and Exchange Commission (the “SEC”) for another fund that it manages within the Trust. The Advisor intends to amend its application for relief to cover the Funds. The “manager of managers” relief will provide the Advisor with the flexibility to enter into and materially amend sub-advisory agreements in the future with affiliated or unaffiliated sub-advisers, with the approval of the Board, but without shareholder approval. This exemptive relief would allow the Funds to avoid the costs and delays associated with holding a shareholder meeting. There is no guarantee that the SEC will grant the relief requested in the Advisors amended application.

The proposed “manager of managers” relief will empower the Board, on behalf of the Funds, to approve a new sub-adviser, or change an existing sub-adviser, without a proxy solicitation. Under the arrangement, shareholders will receive substantially the same information about a sub-adviser change as they would have received if they had received voting materials for the change. This information will be delivered to shareholders within 90 days after the change. The Board, including a majority of the trustees who are not interested persons of the Trust as defined under the Investment Company Act of 1940, as amended, is required to approve any agreement with a new sub-adviser or any change in an existing sub-adviser’s agreement.

A. No. If a new sub-adviser charges a higher fee than its predecessor (or if an existing sub-adviser increases its fee), the Advisor would not be permitted to pass these costs on to the Funds without first obtaining shareholder approval. Therefore, a new sub-adviser may charge a higher fee than its predecessor (or an existing sub-adviser may increase its fee) without shareholder approval, as long as the increase in sub-advisory fees does not result in an increase in that Fund’s overall management fee.

A. No, the Funds’ existing portfolio management team will not change if shareholders approve the Proposals. It is anticipated, that effective [ ], 2023, Vesta Marks will join Thomas Mandel as a portfolio manager for each Fund. This change is unrelated to the proposals being considered.

A. Each Fund will vote separately on each Proposal. It is possible that the Proposals may be approved by shareholders of one Fund but not by shareholders of the other Fund. If that were the case, management expects that the shareholder meeting would be adjourned for the particular Fund to give more time to solicit shareholder votes in favor of the Proposal or Proposals that did not receive shareholder approval. Each Proposal will be implemented with respect to the Funds that approved it. In the case that a Proposal is not approved, the Board will consider other possible courses of action. The Board will take such action as it deems necessary and in the best interests of that Fund and its shareholders, which may include further solicitation of that Fund’s shareholders or solicitation of the approval of different proposals.

A. Any proxy may be revoked at any time prior to its use by written notification received by the Trust’s Secretary, by the execution and delivery of a later-dated proxy, or by attending the Meeting and voting in person. Shareholders whose shares are held in “street name” through their broker will need to obtain a legal proxy from their broker and present it at the Meeting in order to vote in person. Any letter of revocation or later-dated proxy must be received by the appropriate Fund prior to the Meeting and must indicate your name and account number to be effective. Proxies voted by telephone or Internet may be revoked at any time before they are voted at the Meeting in the same manner that proxies voted by mail may be revoked.

A. If you need any assistance, or have any questions regarding the Proposals or how to vote your shares, please call our proxy solicitor, AST Fund Solutions (the “Proxy Solicitor”), at (877) 732-3617. Representatives are available to assist you Monday through Friday, 9:00 a.m. to 11:00 p.m. Eastern Time.

This Proxy Statement is being furnished to the shareholders of the Semper MBS Total Return Fund and the Semper Short Duration Fund (together the “Funds”), each a series of Advisors Series Trust (the “Trust”), an open-end management investment company, on behalf of the Trust’s Board of Trustees (the “Board”) in connection with each Fund’s solicitation of its shareholders’ proxies for use at a special meeting of shareholders of the Funds (the “Special Meeting”) to be held on February [__], 2023, at 11:00 a.m. Central time, at the offices of the Fund’s administrator, U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202, for the purposes set forth below and in the accompanying Notice of Special Meeting.

Shareholders of record at the close of business on the record date, established as December [__], 2022 (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting. The approximate mailing date of this Proxy Statement to shareholders is [______], 2023. The Special Meeting will be held to obtain shareholder approval for the following proposals (the “Proposals”):

At your request, the Trust will send you a free copy of the most recent audited annual report for the Funds or the Funds’ current prospectus and statement of additional information (“SAI”). Please call the Funds at (855) 736-7799 (855-SEM-PRXX) or write to the Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701, to request an annual report, prospectus, or SAI, or with any questions you may have relating to this Proxy Statement.

Background. Semper Capital Management, L.P., the Funds’ investment adviser, is an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) and has provided investment advisory services to the Funds since each Fund’s inception. The Adviser has proposed to the Board of Trustees of the Trust (the “Board”) that Medalist Partners, LP serve as sub-adviser to each of the Funds. The Adviser has also proposed that both Funds operate under a “manager of managers” arrangement. Such arrangement would allow the Adviser the flexibility to change sub-advisory arrangements without shareholder approval, but subject to prior approval by the Board.

At an in-person meeting of the Board held on [_______], 2022 (the “Meeting”), the Adviser requested, and the Board, including a majority of the Trustees who are not interested persons of the Trust (as defined by the 1940 Act) (the “Independent Trustees”), approved an investment sub-advisory agreement (the “Sub-Advisory Agreement”) between the Adviser, and Medalist, on behalf of each Fund. The Sub-Advisory Agreement cannot become effective until approved by a majority vote of the outstanding shares of each Fund. The Adviser will continue to advise the Funds pursuant to an investment advisory agreement and will continue to advise the Funds, whether or not shareholders approve the Sub-Advisory Agreement, and there will be no changes to either Fund’s investment objective, investment strategies or policies as a result of the addition of Medalist as a sub-adviser.

Approval of the Sub-Advisory Agreement will not increase the advisory fees paid by the Funds as Medalist will be paid by the Adviser, not the Funds. Other Fund fees and expenses will not increase as a result of the approval of the Sub-Advisory Agreement. The Sub-Advisory Agreement is expected to become effective upon its approval at the Special Meeting. If the Proposals are not approved by the Funds’ shareholders, the Board will consider alternatives for the Fund and take such action as it deems necessary and in the best interests of the Funds and their shareholders, which may include further solicitation of the Funds’ shareholders or solicitation of the approval of different proposals.

The Adviser, located at 52 Vanderbilt Avenue, Suite 401, New York, NY 10017, has served as the investment adviser to the Semper MBS Total Return Fund pursuant to an investment advisory agreement that was most recently approved by shareholders of the Fund on March 22, 2018 and the shareholders of the Semper Short Duration Fund on March 6, 2015. Neither Fund has previously utilized the services of a sub-adviser.

Medalist, located at 777 Third Avenue, Suite 1402, New York, NY 10017, is an alternative investment management firm focused on credit opportunities, and is registered with the SEC. Medalist was formed as a Delaware limited liability company in 2017 and converted to a Delaware limited partnership in 2018. The principal owners and partners of Medalist are Gregory Richter, Michael Ardisson and John Slonieski. Gregory Richter is also the managing member of Medalist Partners General LLC, the general partner of Medalist.

Summary of the Sub-Advisory Agreement. A copy of the form of the Sub-Advisory Agreement is attached to this Proxy Statement as Exhibit A. The following description of the material terms of the Sub-Advisory Agreement is only a summary and is qualified in its entirety by reference to Exhibit A.

Duration and Termination. The Sub-Advisory Agreement will remain in effect for an initial period of two years, unless sooner terminated. After the initial two-year period, continuation of the Sub-Advisory Agreement from year to year is subject to annual approval by the Board, including at least a majority of the Independent Trustees.

The Sub-Advisory Agreement may be terminated without penalty (i) by vote of a majority of the Board, or by vote of a majority of the outstanding voting securities of a Fund, or by the Adviser, in each case, upon sixty (90) days’ written notice to the Sub-Adviser; (ii) immediately upon any assignment, as defined in the 1940 Act; or (iii) by the Sub-Adviser upon ninety (90) days’ written notice to the Adviser and the Board.

Sub-Advisory Services. The Sub-Advisory Agreement requires that the Sub-Adviser provide investment recommendations to the Adviser, in accordance with each Fund’s investment objective, guidelines, policies, and restrictions, with such recommendations subject to the final determinations of the Adviser. The Sub-Adviser is subject to oversight by the Adviser.

Management Fees. The Sub-Advisory Agreement has a sub-advisory fee, paid by the Adviser and not by the Funds, based on the average daily net assets of each Fund, equal to the rates in the table below. The fee is computed daily and paid monthly. Because the sub-advisory fee is paid by the Adviser and not by the Funds, approval of the Sub-Advisory Agreement will not affect the fees paid by Fund shareholders.


Based on Fund Assets	Semper MBS Total Return Fund	Semper Short Duration Fund
$0 up to $999,999,999	21.25 bps	11.25 bps
$1,000,000,000 to $1,249,999,999	23.50 bps	12.50 bps
$1,250,000,000 to $1,499,999,999	24.50 bps	13.00 bps
$1,500,000,000 to $1,999,999,999	26.00 bps	14.00 bps
$2,000,000,000 and above	30.00 bps	16.00 bps

Other Provisions. The Sub-Advisory Agreement provides that in the absence of willful misfeasance, fraud, bad faith, or gross negligence in the performance of its duties, or by reason of the reckless disregard of its duties under the agreement on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses that may be sustained in the purchase, holding, or sale of any security by the Fund.

Portfolio Manager. If Fund shareholders approve the Proposal, there will be no change to the Funds’ portfolio manager(s). It is anticipated, that effective [ ], 2023, Vesta Marks will join Thomas Mandel as a portfolio manager for each Fund. This change is unrelated to the proposals being considered. The portfolio manager(s) will remain as follows:

Mr. Thomas Mandel, CFA, co-founded the firm in 1992 and is the Chief Investment Officer with primary responsibility over the administration and implementation of investment management activities. Tom also serves on the Investment, Risk Management Compliance Committees. He is also the portfolio manager primarily responsible for the day-to-day management of the Funds. Mr. Mandel has served as the Short Duration Fund’s portfolio manager since its inception in 2010 and the Total Return Fund’s portfolio manager since January 2015. Prior to co-founding the firm, Tom served as a Principal and Fixed Income Portfolio Manager at 1838 Investment Advisors. He previously served as a Senior Vice President and Portfolio Manager at Century Institutional Advisors. Tom began his career as a Portfolio Manager and Credit Manager at Chase Investors Management Corp. Tom earned an MBA and a BS from the University of Pennsylvania Wharton School.

Executive Officers and Directors of Medalist. Information regarding the principal executive officers and directors of Medalist is set forth below. The address of Medalist and its executive officers and directors is 777 Third Avenue, Suite 1402, New York, NY 10017. The following are the executive officers and directors of Medalist:


Name						Position with Sub-Adviser
Gregory Richter						Chief Executive Officer, Co-Head of Structured Credit & Asset Finance, Partner
Michael Ardisson						Head of Business Development, Chief Operating Officer, President, Partner
Gurdev Dillon						Chief Financial Officer of Private Credit
John Slonieski						Director of Private Credit, Partner
Ericka Iachello						Chief Compliance Officer and Chief Financial Officer of Structured Credit

Recommendation of the Board of Trustees. The Board believes that the terms and conditions of the Sub-Advisory Agreement are fair to, and in the best interests of, the Funds and their shareholders. The Board was presented with information demonstrating that the Sub-Advisory Agreement would enable each Fund’s shareholders to continue to obtain quality services at a cost that was fair and reasonable.

In considering the Sub-Advisory Agreement, the Board took into consideration (i) the nature, extent, and quality of the services to be provided by Medalist; (ii) the historical performance of the Funds; (iii) the estimated cost of the services to be provided by Medalist and the fact that the sub-advisory fee will be paid entirely by the Adviser; (iv) any fall-out benefits that may be enjoyed by Medalist or its affiliates; (v) comparative fee information for other accounts managed by Medalist; (vi) the Portfolio Manager for the Funds will remain the same; and (vii) other factors the Board deemed to be relevant.

Prior to and during the Meeting, representatives from the Adviser and Sub-Adviser presented additional oral and written information to help the Board evaluate the Sub-Adviser’s fees and other aspects of the Sub-Advisory Agreement. Among other things, representatives from the Sub-Adviser provided an overview of their advisory business, including key personnel, the firm’s compliance infrastructure, and the firm’s rigorous investment research process. The Board then discussed the materials and oral presentation that it had received and any other information that the Board received at the

Nature, Extent, and Quality of Services Provided. The Board noted the responsibilities that Medalist would have under the proposed investment sub-advisory agreement. The Board noted the Adviser believes that the engagement of Medalist should enhance the quality of research services that are being provided to the Funds.

In considering the nature, extent, and quality of the services to be provided by the Sub-Adviser, the Board considered the quality of the Sub-Adviser’s compliance infrastructure and the determination by the Adviser that the Sub-Adviser has appropriate compliance policies and procedures in place. The Board noted that it had previously received a copy of the Sub-Adviser’s registration form (“Form ADV”), as well as the response of the Sub-Adviser to a detailed series of questions which included, among other things, information about the background and experience of the team members that would primarily responsible for making recommendations to the Adviser. The Board also considered Medalist’s resources and capacity with respect to portfolio management, compliance, and operations.

After discussion, the Independent Trustees concluded that the Sub-Adviser has the appropriate personnel and compliance policies and procedures to perform its duties under the Sub-Advisory Agreement and that the nature, overall quality, cost, and extent of such services was expected to be satisfactory.

Costs of Services Provided and Economies of Scale. The Board reviewed the sub-advisory fees to be paid by the Adviser to Medalist for its services to the Funds under the Sub-Advisory Agreement. The Board considered that the fees to be paid to Medalist would be paid by the Adviser from the fee the Adviser receives from the Funds and noted that the sub-advisory fees paid to Medalist under the Sub-Advisory Agreement reflected an arm’s-length negotiation between the Adviser and Medalist based on the nature of the services to be provided and size of the Funds. The Board further determined that the sub-advisory fee reflected an appropriate allocation of the advisory fee paid by the Fund to the Adviser given the work to be performed by each firm. The Board also evaluated the compensation and benefits expected to be received by Medalist from its relationship with the Funds, taking into account an analysis of Medalist’s estimated profitability with respect to the Funds.

The Board recognized that the Sub-Adviser is likely to realize economies of scale in managing the Funds as assets grow in size. The Board determined that it would monitor fees as the Funds grow to determine whether economies of scale were being effectively shared with the Funds and their shareholders.

Conclusion. No single factor was determinative of the Board’s decision to approve the Sub-Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the Sub-Advisory Agreement, including the compensation payable under the agreement, was fair and reasonable to the Funds. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the Sub-Advisory Agreement was in the best interests of the Funds and their shareholders.

You are being asked to approve a “manager of managers” arrangement that would permit the Funds and the Adviser to enter into, and materially amend, sub-advisory agreements with any sub-advisers retained by the Adviser and a Fund to manage all or a portion of the Fund’s assets without obtaining shareholder approval, if the Board concludes that such arrangements would be in the best interests of the shareholders of the Fund. The Board, including the trustees that are not interested persons of the Trust as defined by the 1940 Act, as amended (“Independent Trustees”), has approved the use of a “manager of managers” arrangement, and any such arrangement utilized by the Funds would be subject to Board oversight and conditions imposed by the SEC in either a rule or an exemptive order, including the requirement that any sub-advisory agreement or material change to such agreement be approved by the Board (including a majority of the Independent Trustees).

If shareholders of the Funds approve Proposal 2, each Fund would be able to implement a “manager of managers” arrangement in the event that the Adviser is granted an SEC exemptive order. In that case, no further shareholder vote would be required either to approve a sub-advisory agreement or materially amend any such sub-advisory agreement, subject to the conditions in the exemptive order, as applicable, including approval of any such agreement or material change to such agreement by the Board, (including a majority of the Independent Trustees). In view of the fact that “manager of managers” exemptive orders are typically subject to the condition that shareholders of the fund approve a “manager of managers” arrangement prior to reliance on the exemptive order, the Board has determined to ask each Fund’s shareholders to approve the proposed “manager of managers” arrangement for each Fund in conjunction with the solicitation of shareholder approval of the other proposal discussed in this Proxy Statement. This approach is expected to save the Funds the cost of seeking shareholder approval of a “manager of managers” arrangement following the issuance of a relevant exemptive order.

Benefit to the Funds. Based on the recommendation of the Adviser, the Board believes that it is in the best interests of each shareholder to provide the Adviser and the Board with increased flexibility to recommend, supervise, evaluate and change sub-advisers without incurring the significant delay and expense associated with obtaining prior shareholder approval.

Without the approval of the proposed “manager of managers” arrangement, each Fund would be required to call and hold a shareholder meeting of the Fund before it appoints a sub-adviser or materially amends a sub-advisory agreement. Additionally, a Fund would have to seek shareholder approval of a new sub-advisory agreement if a sub-adviser undergoes a change of control, even if there will be no change in the persons managing the Fund. Each time a shareholder meeting is called, a Fund must create and distribute proxy materials and solicit proxy votes from the Fund’s shareholders. This process is time-consuming and costly, and such costs may be borne by the Fund, thereby reducing shareholders’ investment returns. A “manager of managers” arrangement allows each Fund and the Adviser to make decisions regarding sub-advisory services solely with regard to merit and without factoring the significant costs and time delays associated with seeking and obtaining shareholder approval. It is anticipated that a “manager of managers” arrangement will permit the Funds to operate more efficiently and cost-effectively.

If shareholders approve Proposal 2 and the SEC grants the exemptive relief the Funds intend to seek, the Board will oversee the selection and engagement of sub-advisers for the Funds. Further, the Board, including a majority of the Independent Trustees, will evaluate and consider for approval all new sub-advisory agreements. Finally, under the 1940 Act, the Board, including a majority of the Independent Trustees, will be required to review and consider any sub-advisory agreement for renewal annually, following an initial two year period. Prior to entering into, renewing or amending a sub-advisory agreement, the Adviser and the relevant sub-adviser will have a legal duty to provide the Board with information on factors pertinent to the Board’s decision regarding those advisory arrangements.

Effect on Fees and Quality of Advisory Services. Proposal 2 does not affect the amount of investment advisory fees paid by the Funds to the Adviser. When entering into and amending sub-advisory agreements, the Adviser will negotiate fees paid to the sub-advisers for their services. The sub-advisory fees are paid by the Adviser out of a Fund’s investment advisory fee. The fees paid to the Adviser by the Funds will be considered by the Board in approving and renewing advisory and sub-advisory agreements.

Under Proposal 2, shareholder approval will continue to be required in the event of any proposed increase in the investment advisory fee paid by a Fund to the Adviser. Further, whether or not shareholders approve Proposal 2, the Adviser will continue to be required to provide the same level of management and administrative services to the Funds as it currently provides to the Funds.

Conditions for Establishing a Manager of Managers Arrangement. Currently, the only means for establishing a “manager of managers” arrangement is by filing an application with the SEC requesting an exemptive order that would provide relief from the provisions of Section 15(a) of the 1940 Act and Rule 18f-2 thereunder. These provisions of the 1940 Act require that shareholders approve advisory agreements, including any sub-advisory agreements, and approve any

material amendments to such agreements. The Adviser currently has received SEC relief for another Fund, which they manage for the Trust. The Adviser and the Trust intend to file a request to amend such relief so that it also will cover the Funds (the “Application”). Although there can be no assurance, the Adviser and the Trust expect that the SEC will grant such amendment to the Application.

If shareholders of each Fund approve Proposal 2, the Adviser and each Fund would be authorized to (1) engage new or additional sub-advisers; (2) enter into and modify existing sub-advisory agreements; and (3) terminate and replace sub-advisers without obtaining further approval of the Fund’s shareholders, provided that the Board, including a majority of the Independent Trustees, has approved the new or amended sub-advisory agreement.

Under the terms and conditions of the potential SEC exemptive order, the Adviser and the Funds would be subject to several conditions imposed by the SEC. For example, within 90 days of the hiring of a new sub-adviser, a Fund would be required to provide its shareholders with an information statement containing information about the sub-adviser and the sub-advisory agreement, similar to that which would have been provided in a proxy statement seeking shareholder approval of such an arrangement or change thereto.

Required Vote. Approval of the Proposals require the affirmative vote of a “majority of the outstanding voting securities” of the Fund. Under the 1940 Act, a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present or represented by proxy at the Special Meeting if the holders of more than 50% of the outstanding shares are present or represented by proxy at the Special Meeting, or (b) more than 50% of the outstanding shares. If Proposal 1 is approved by the Funds’ shareholders, the Sub-Advisory Agreement is expected to become effective upon its approval at the Special Meeting. If the Funds’ shareholders do not approve one or both Proposals, the Board will consider alternatives for the Funds and take such action as it deems necessary and in the best interests of the Funds and their shareholders, which may include further solicitation of the Funds’ shareholders to approve either the Sub-Advisory Agreement or a different, newly proposed sub-advisory agreement.

Record Date/Shareholders Entitled to Vote. Each Fund is a separate series, or portfolio, of the Trust, a Delaware statutory trust and registered investment company under the 1940 Act. The record holders of outstanding shares of the Funds are entitled to vote one vote per share (and a fractional vote per fractional share) on all matters presented at the Special Meeting with respect to the Funds, including the Proposals.

Shareholders of the Trust at the close of business on December [__], 2022, the Record Date, will be entitled to be present and vote at the Special Meeting. As of the close of business on the Record Date there were [_____________] common shares of the Semper MBS Total Return Fund and [_____________] common shares of the Semper Short Duration Fund issued and outstanding.

Voting Proxies. You should read the entire Proxy Statement before voting. If you have any questions regarding the Proxy Statement, please call toll-free (855) 736-7799 (855-SEM-PRXX). If you sign and return the accompanying proxy card, you may revoke it by giving written notice of such revocation to the Secretary of the Trust prior to the Special Meeting or by delivering a subsequently dated proxy card or by attending and voting at the Special Meeting in person. Proxies voted by telephone or internet may be revoked at any time before they are voted by proxy voting again through the website or toll-free number listed in the enclosed proxy card. Properly executed proxies will be voted, as you instruct, by the persons named in the accompanying proxy card. In the absence of such direction, however, the persons named in the accompanying proxy card intend to vote “FOR” the Proposals and may vote at their discretion with respect to other

If sufficient votes are not received by the date of the Special Meeting, the Special Meeting may be adjourned, once or more, by either the chairman of the Special Meeting or by the vote of the holders of a majority of the Fund shares present at the Special Meeting in person or by proxy to permit further solicitation of proxies. [If there is a vote to adjourn, persons named as proxies will vote all proxies in favor of adjournment that voted in favor of the Proposals and vote against adjournment all proxies that voted against the Proposals. ]

Quorum Required. Each Fund must have a quorum of shares represented at the Special Meeting, in person or by proxy, to take action on any matter relating to that Fund. Under the Trust’s Agreement and Declaration of Trust, as amended, a quorum is constituted by the presence in person or by proxy of at least 40% of the outstanding shares of the Fund entitled to vote at the Special Meeting.

Abstentions and broker non-votes (i.e., proxies from brokers or nominees indicating that they have not received instructions from the beneficial owners on an item for which the brokers or nominees do not have discretionary power to vote) will be treated as present for determining whether a quorum is present with respect to a particular matter. However, abstentions and broker non-votes will have the effect of a vote against the Proposals and any other matter that requires the affirmative vote of a Fund’s outstanding shares for approval. Abstentions and broker non-votes will not be counted as voting on any other matter at the Special Meeting when the voting requirement is based on achieving a plurality or percentage of the “voting securities present.”

If a quorum is not present at the Special Meeting, or a quorum is present at the Special Meeting but sufficient votes to approve a proposal are not received, the chairman of the Special Meeting or the holders of a majority of the Fund shares present at the Special Meeting, in person or by proxy, may adjourn the Special Meeting with respect to such proposal and such fund or funds, as necessary, to permit further solicitation of proxies.

Method and Cost of Proxy Solicitation. Proxies will be solicited by the Trust primarily by mail. The solicitation may also include telephone, facsimile, electronic or oral communications by certain officers or employees of the Trust or the Adviser or Sub-adviser, none of whom will be paid for these services, or by a third-party proxy solicitation firm. The Adviser will pay the costs of the Special Meeting and the expenses incurred in connection with the solicitation of proxies. The Trust may also request broker-dealer firms, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of the shares of a Fund held of record by such persons. The Adviser may reimburse such broker-dealer firms, custodians, nominees, and fiduciaries for their reasonable expenses incurred in connection with such proxy solicitation, including reasonable expenses in communicating with persons for whom they hold shares of a Fund.

Other Information. The Funds’ distributor and principal underwriter is Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202. U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Funds’ transfer agent and administrator.

Share Ownership. To the knowledge of the Trust’s management, as of the close of business on [________], the officers and Trustees of the Trust, as a group, beneficially owned less than one percent of each Fund’s outstanding shares and less than one percent of the Trust’s outstanding shares. To the knowledge of the Trust’s management, as of the close of business on [________], persons owning of record more than 5% of the outstanding shares of each Fund are as listed in the table below. The Trust believes that most of the shares referred to below were held by the persons indicated in accounts for their fiduciary, agency or custodial customers. Any shareholder listed below as owning 25% or more of the outstanding shares of a Fund may be presumed to “control” (as that term is defined in the 1940 Act) the Fund. Shareholders controlling a Fund could have the ability to vote a majority of the shares of the Fund on any matter requiring the approval of the Fund’s shareholders.

Semper MBS Total Return Fund – Investor Class Principal Shareholders

Name and Address

% Ownership

Type of Ownership

Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901

[ ]%

Record

National Financial Services, LLC
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995

[ ]%

Record

TD Ameritrade Inc.
FBO Our Clients
P.O. Box 2226
Omaha, NE 68103-2226

[ ]%

Record

Semper MBS Total Return Fund – Institutional Class Principal Shareholders

Name and Address

% Ownership

Type of Ownership

National Financial Services, LLC
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995

[ ]%

Record

Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901

[ ]%

Record

SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456-9989

[ ]%

Record

Zions First National Bank
PO Box 30880
Salt Lake City, UT 84130-0880

[ ]%

Record

UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761

[ ]%

Record

Semper MBS Total Return Fund – Class A Principal Shareholders

Name and Address

% Ownership

Type of Ownership

Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901

[ ]%

Record

UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761

[ ]%

Record

JP Morgan Securities, LLC
1 Metrotech Ctr. N. Fl. 3
Brooklyn, NY 11201-3873

[ ]%

Record

Semper Short Duration Fund – Investor Class Principal Shareholders

Name and Address

% Ownership

Type of Ownership

National Financial Services, LLC
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995

[ ]%

Record

UBS WM USA
Special Custody A/C
1000 Harbor Blvd.
Weehawken, NJ 07086-6761

[ ]%

Record

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of
Customers of MSSB
1 New York Plaza, Floor 12
New York, NY 10004-1932

[ ]%

Record

Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901

[ ]%

Record

TD Ameritrade Inc.
FBO Our Clients
P.O. Box 2226
Omaha, NE 68103-2226

[ ]%

Record

Semper Short Duration Fund – Institutional Class Principal Shareholders

Name and Address

% Ownership

Type of Ownership

Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901

[ ]%

Record

National Financial Services, LLC
499 Washington Blvd, 4th Floor
Jersey City, NJ 07310-1995

[ ]%

Record

SEI Private Trust Company
Attn: Mutual Fund Administrator
c/o Principal Financial
One Freedom Valley Drive
Oaks, PA 19456-9989

[ ]%

Record

TD Ameritrade Inc.
FBO Our Clients
P.O. Box 2226
Omaha, NE 68103-2226

[ ]%

Record

UBS WM USA
Special Custody A/C
1000 Harbor Blvd
Weehawken, NJ 07086-6761

[ ]%

Record

Other Matters to Come Before the Special Meeting. The Trust’s management does not know of any matters to be presented at the Special Meeting other than the proposals described above. If other business should properly come before the Special Meeting, the proxy holders will vote thereon in accordance with their best judgment.

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

Householding. If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you would like to receive a separate copy of the Proxy Statement, please call (855) 736-7799 (855-SEM-PRXX). If you currently receive multiple copies of Proxy Statements or shareholder reports and would like to request to receive a single copy of documents in the future, please call (855) 736-7799 (855-SEM-PRXX) or write to the Funds, c/o U.S. Bank Global Fund Services at 615 East Michigan Street, Milwaukee, Wisconsin 53202.

This Proxy Statement is available on the internet at [www.______________]. You may request a copy by mail (Semper Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, WI 53201-0701) or by telephone at (855) 736-7799 (855-SEM-PRXX). You may also call for information on how to obtain directions to be able to attend the Special Meeting and vote in person.

This AGREEMENT is made as of the [__] day of [______], 2023, by and among Medalist Partners LP, a Delaware limited partnership located at 777 Third Avenue, Suite 1402, New York, NY 10017 (the “Sub-Adviser”) and Semper Capital Management, L.P., a Delaware limited partnership located at 52 Vanderbilt Avenue, Suite 401, New York, NY 10017 (the “Manager”), on behalf of the series of Advisors Series Trust (the “Trust”) indicated on Schedule A (each a “Fund” and collectively the “Funds”).

WHEREAS, the Manager, acting pursuant to the Management Agreement, wishes to retain the Sub-Adviser, and the Trust’s Board has approved the retention of the Sub-Adviser, to provide certain investment advisory services to the Funds listed on Schedule A (as it may be amended from time to time); and

(c) The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

(d) The Manager’s Representations. The Manager represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Manager further represents, warrants and agrees that it has the authority under the Management Agreement to recommend the appointment of the Sub-Adviser. The Manager further represents and warrants that it has received a copy of Part 2 of the Sub-Adviser’s Form ADV. The Manager further represents and warrants that the Funds are either (i) excluded from the definition of the term “pool” under Section 4.5 of the General Regulations under the Commodity Exchange Act (“Rule 4.5”), or (ii) a qualifying entity under Rule 4.5(b) for which a notice of eligibility has been filed.

The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the respective Fund, as established by the Funds and the Manager and provided to the Sub-Adviser in writing. The current policies, objectives and restrictions are attached hereto as Exhibit A. From time to time, the Manager or either Fund may provide the Sub-Adviser with written copies of additional or amended investment policies, guidelines and restrictions, which shall become effective at such time as agreed upon by both parties. The Sub-Adviser will, subject to the Manager’s oversight, make recommendations regarding the reinvestment of the assets for each Fund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Manager, consistent with the applicable investment policies, guidelines and restrictions, or any directions or instructions delivered to the Sub-Adviser in writing by the Manager or either Fund from time to time, and further subject to the plenary authority of the Funds’ Board of Trustees.

(a) advise the Manager and the Funds in connection with investment policy decisions to be made by it regarding the Funds and, upon request, furnish the Manager and the Funds with research, economic and statistical data in connection with the Funds’ investments and investment policies;

(c) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Manager, to the extent not maintained by the Manager or another agent of the Funds, and the Sub-Adviser hereby agrees that all records which it maintains for the Funds are the property of the Funds and further agrees to surrender promptly to the Funds copies of any such records upon a Fund’s request;

copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto), (b) a summary of such policies and procedures in connection with the annual review thereof by the Trust required under Rule 38a-1, and (c) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in Rule 38a-1); and

(e) Except as permitted by the Trust’s policies and procedures, not disclose but shall treat confidentially all information in respect of the portfolio investments of the Funds, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by the Funds, and any and all trades of portfolio securities or other transactions effected for the Funds (including past, pending and proposed trades).

The Manager will be responsible for all class actions and lawsuits involving the Funds or securities held, or formerly held, in the Funds. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving the Funds, including those involving securities presently or formerly held in a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in a Fund, the Sub-Adviser shall promptly forward such notices to the Manager and, with the consent of the Manager, may provide information about the respective Fund to third parties for purposes of participating in any settlements relating to such class actions.

The Sub-Adviser specifically agrees that with respect to the operation of the Funds, the Sub-Adviser shall be responsible for (i) providing the personnel, office space and equipment reasonably necessary to provide its sub-advisory services to the Funds hereunder, and (ii) the costs of any special Board of Trustees meetings or shareholder meetings convened for the primary benefit of the Sub-Adviser. If the Manager has agreed to limit the operating expenses of either Fund, the Manager shall also be solely responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit. Nothing in this Agreement shall alter the allocation of expenses and costs agreed upon between the Funds and the Manager in the Management Agreement or any other agreement to which they are parties.

For all of the services rendered with respect to the Funds as herein provided, the Manager shall pay to the Sub-Adviser a fee (for the payment of which the Funds shall have no obligation or liability), based on the Current Net Assets of the Funds (as defined below), as set forth in Schedule A attached hereto and made a part hereof. Such fee shall be accrued daily and payable monthly, as soon as practicable after the last day of each calendar month. In the case of termination of this Agreement with respect to either Fund during any calendar month, the fee with respect to such Portfolio accrued to, but excluding, the date of termination shall be paid promptly following such termination. For purposes of computing the amount of advisory fee accrued for any day, “Current Net Assets” shall mean the respective Fund’s net assets, managed by the Sub-Adviser, as of the most recent preceding day for which that Fund’s net assets were computed.

except for any such liability or loss which is due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its duties and obligations. The Sub-Adviser shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence.

The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Funds; shall act at all times in the best interests of the Funds; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Funds for any loss (including brokerage charges) incurred by either Fund as a result of any investment made by the Sub-Adviser in violation of Section 2 hereof.

However, the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be deemed by virtue of this Agreement to have made any representation or warranty that any level of investment performance or level of investment results will be achieved.

Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Funds, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be paid hereunder with

respect to any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Adviser’s obligations or duties hereunder.

If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary.

(a) This Agreement shall go into effect as to the Funds on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the latter of the date of approval by (i) the Board of Trustees of the Trust (including the vote of a majority of the Trustees of the Trust who are not interested persons of the Funds, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Funds. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Funds at least annually by (i) the Board of Trustees of the Trust (including the vote of a majority of the Trustees of the Trust who are not interested persons of the Funds, the Adviser or the Sub-Adviser at a meeting called for the purpose of voting on such approval) or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Funds. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;

(b) This Agreement may be terminated by the Trust on behalf of the Funds, or by vote of a majority of the outstanding voting securities of a Fund, at any time, with or without cause, and without payment of any penalty. This Agreement may also be terminated by the Manager, with or without cause, and without payment of any penalty, upon ninety (90) days’ written notice to the respective Fund and the Sub-Adviser, and may be terminated by the Sub-Adviser, with or without cause, upon ninety (90) days’ written notice to the respective Fund and the Manager.

(d) In the event of a termination or non-renewal of this Agreement, the Sub-Adviser shall cooperate in the orderly transfer of the respective Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the respective Fund maintained by the Sub-Adviser on behalf of the Fund to the Fund or its delegate.

The services of the Sub-Adviser to the Manager and the Funds are not to be deemed exclusive and it shall be free to render similar services to others so long as its services hereunder are not impaired thereby. It is specifically understood that directors, officers and employees of the Sub-Adviser and of its subsidiaries and affiliates may continue to engage in providing portfolio management services and advice to other investment advisory clients. The Manager agrees that the Sub-Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Funds. Nothing in this Agreement shall be deemed to require the Sub-Adviser, its principals, affiliates, agents or employees to purchase or sell for the Funds any security which it or they may purchase or sell for its or their own account or for the account of any other client.

The Sub-Adviser agrees that neither it nor any of its officers or employees shall take any short position in the shares of the Funds. This prohibition shall not prevent the purchase of such shares by any of the officers or employees of the Sub-Adviser or any trust, pension, profit-sharing or other benefit plan for such persons or affiliates thereof, at a price not less than the net asset value thereof at the time of purchase, as allowed pursuant to rules promulgated under the 1940 Act. The Manager agrees that neither it nor any of its officers or employees shall borrow from the Funds or pledge or use the Funds’ assets in connection with any borrowing not directly for the Funds’ benefit. For this purpose, failure to pay any amount due and payable to the Funds for a period of more than thirty (30) days shall constitute a borrowing.

Notwithstanding any provision herein to the contrary, the Sub-Adviser hereto agrees on behalf of itself and its directors, trustees, shareholders, officers, and employees (1) to treat confidentially and as proprietary information of the Funds (a) all records and other information relative to the Funds’ prior, present, or potential shareholders (and clients of said shareholders) and (b) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the Gramm-Leach-Bliley Act (the “G-L-B Act”), and (2) except after prior notification to and approval in writing by the Trust, not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or as otherwise permitted by Regulation S-P or the G-L-B Act, and if in compliance therewith, the privacy policies adopted by the Trust and communicated in writing to

the Sub-Adviser. Such written approval shall not be unreasonably withheld by the Trust and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt or other proceedings for failure to comply after being requested to divulge such information by duly constituted authorities.

The Sub-Adviser acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the implementing regulations promulgated thereunder, the Trust and the Funds are required to make certain certifications and have adopted disclosure controls and procedures. To the extent reasonably requested by the Trust, the Sub-Adviser agrees to use its best efforts to assist the Trust and the Funds in complying with the Sarbanes-Oxley Act and implementing the Trust’s disclosure controls and procedures. The Sub-Adviser agrees to inform the Trust of any material development related to the Fund that the Sub-Adviser reasonably believes is relevant to the Funds’ certification obligations under the Sarbanes-Oxley Act.

The Sub-Adviser agrees that it will provide prompt notice to the Manager and Funds about material changes in the employment status of key investment management personnel involved in the management of the Funds, material changes in the investment process used to manage the Funds and any changes in senior management, operations or ownership of the Sub-Adviser’s Firm.

Notices and other communications required or permitted under this Agreement shall be in writing, shall be deemed to be effectively delivered when actually received, and may be delivered by U.S. mail (first class, postage prepaid), by electronic transmission, by hand or by commercial overnight delivery service, addressed as follows:

This agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws principles of Delaware or any other jurisdiction; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the 1940 Act and the Advisers Act, and any rules and regulations promulgated thereunder.


Based on Fund Assets	Semper MBS Total Return Fund	Semper Short Duration Fund
$0 up to $999,999,999	21.25 bps	11.25 bps
$1,000,000,000 to $1,249,999,999	23.50 bps	12.50 bps
$1,250,000,000 to $1,499,999,999	24.50 bps	13.00 bps
$1,500,000,000 to $1,999,999,999	26.00 bps	14.00 bps
$2,000,000,000 and above	30.00 bps	16.00 bps

The undersigned hereby appoints [________] and [________], as Proxy of the undersigned, with full power of substitution, and hereby authorizes either of them to vote on behalf of the undersigned all shares of the Fund that the undersigned is entitled to vote at the Meeting of Shareholders of the Fund to be held at 11:00 a.m. Central time, on February [__], 2023, at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202 (the “Meeting”), and at any postponements or adjournments thereof, as fully as the undersigned would be entitled to vote if personally present.


YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Please sign your name exactly as it appears on this card. If you are a joint owner, any one of you may sign. When signing as executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you are signing for a corporation, please sign the full corporate name and indicate the signer’s office. If you are a partner, sign in the partnership name.			_______________________________________________________________ SIGNATURE (AND TITLE IF APPLICABLE) DATE _______________________________________________________________ SIGNATURE (IF HELD JOINTLY) DATE

This proxy is solicited on behalf of the Trust’s Board of Trustees, and each Proposal has been unanimously approved by the Board of Trustees and recommended for approval by shareholders. This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR each Proposal. In his or her discretion, the Proxy is authorized to vote upon such other matters as may properly come before the Meeting.

FOR

AGAINST

ABSTAIN

To approve an investment sub-advisory agreement among the Trust, on behalf of the Funds, Semper Capital Management, L.P., and Medalist Partners LP

○

To approve for the Funds to operate under a “manager of managers” arrangement, which would allow greater flexibility with respect to changing sub-advisory arrangements without shareholder approval, subject to prior approve by the Board of Trustees of the Trust

○

To transact such other business as may properly come before the Special Meeting and any adjournments thereof.


YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Please sign your name exactly as it appears on this card. If you are a joint owner, any one of you may sign. When signing as executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you are signing for a corporation, please sign the full corporate name and indicate the signer’s office. If you are a partner, sign in the partnership name.			_______________________________________________________________ SIGNATURE (AND TITLE IF APPLICABLE) DATE _______________________________________________________________ SIGNATURE (IF HELD JOINTLY) DATE

FOR

AGAINST

ABSTAIN

To approve an investment sub-advisory agreement among the Trust, on behalf of the Funds, Semper Capital Management, L.P., and Medalist Partners LP

○

To transact such other business as may properly come before the Special Meeting and any adjournments thereof.


(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:


			1. MAIL your signed and voted proxy back in the postage paid envelope provided
			2. ONLINE at [ ] using your proxy control number found below
			3. By PHONE when you dial toll-free [ ] to reach an automated touchtone voting line
			CONTROL NUMBER > [12345678910]


			1. MAIL your signed and voted proxy back in the postage paid envelope provided
			2. ONLINE at [ ] using your proxy control number found below
			3. By PHONE when you dial toll-free [ ] to reach an automated touchtone voting line
			CONTROL NUMBER > [12345678910]


Portfolio Managers			Position(s) with the Adviser
Thomas Mandel, CFA			Portfolio Manager


MANAGER:			Semper Capital Management, L.P. 52 Vanderbilt Avenue, Suite 401, New York, NY 10017 Attn: Chief Operating Officer


SUB-ADVISER:			Medalist Partners, LP 777 Third Avenue, Suite 1402, New York, NY 10017 Attn: [ ]


Semper Capital Management, L.P. (Adviser By: __________________________ Name: Gregory A. Parsons Title: Chief Executive Officer

MEDALIST PARTNERS, LP (Sub-Adviser) By: Name: Title:


(Name of Registrant as Specified In Its Charter)


PROXY STATEMENT [____], 2023