UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION RE QUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [   ]

Check the appropriate box:

ALPS SERIES TRUST

(Name of Registrant as Specified In Its Charter)

ALPS SERIES TRUST

Payment of Filing Fee (Check the appropriate box):

ALPS Series TrustSERIES TRUST

Beacon Accelerated Return Strategy Fund

Beacon Planned Return Strategy Fund

Carret Kansas Tax-Exempt Bond Fund

Clarkston Founders Fund

Clarkston Fund

Clarkston Partners Fund

DDJ Opportunistic High Yield Fund

Seven Canyons Strategic Income Fund

Seven Canyons World Innovators FundFebruary 15, 2022

Dear Shareholder:Shareholders:

YouThe enclosed Proxy Statement discusses a proposal to be voted upon by the shareholders of the DDJ Opportunistic High Yield Fund (the “Fund”), a series of the ALPS Series Trust (the “Trust”), at a special meeting of shareholders to be held on March 22, 2022 (the “Meeting”). During the Meeting, the shareholders of the Fund will vote on a proposal to approve a new investment advisory agreement (the “New Advisory Agreement”) between the Trust, on behalf of the Fund, and Polen Capital Credit, LLC (f/k/a DDJ Capital Management, LLC) (the “Adviser”), as a result of a “change in control” of the Adviser.

The Adviser currently serves as the investment adviser to the Fund and is responsible for the day-to-day management of the Fund’s assets. The Adviser, among others, entered into a membership interest purchase agreement, dated December 2, 2021, with Polen Capital Management, LLC, (the “Purchaser” or “Polen”), pursuant to which the Purchaser acquired 100% of the equity interests of the Adviser (the “Transaction”). Following the satisfaction of appliable closing conditions, the Transaction closed on January 31, 2022 (the “Closing Date”).

The consummation of the Transaction is deemed to result in a “change in control” of the Adviser for the purpose of the Investment Company Act of 1940, as amended (the “1940 Act”), and under the terms of the 1940 Act, resulted in the automatic termination of the then-current investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser (the “Terminated Agreement”) on the Closing Date.

In anticipation of the consummation of the Transaction and related events, the Board of Trustees of the Trust requested and received information and materials from the Adviser regarding the Transaction and, on January 24, 2022, held a meeting¹ to consider and approve an interim investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser (the “Interim Agreement”) and the New Advisory Agreement. The Interim Agreement took effect on the Closing Date and the New Advisory Agreement will take effect if approved by the shareholders of the Fund. The Interim Agreement allows the Adviser to continue to serve as the investment adviser of the Fund for up to 150 days following the consummation of the Transaction. Except for the 150-day term, a ten-day termination right by the Board of Trustees or by the shareholders of the Fund, and provisions related to the escrow of investment advisory fees earned by the Adviser during the interim period, the Interim Agreement is the same in all material respects as the Terminated Agreement. The New Advisory Agreement will allow the Adviser to continue to serve as the investment adviser to the Fund under terms that are receiving this notice becausethe same, in all material respects, to those in the Terminated Agreement, except that while the Terminated Agreement had a two-year initial term, the New Advisory Agreement will have an initial term of one year. In the event that shareholders representing the requisite number of the outstanding voting securities of the Fund do not approve the Proposal within the 150-day term of the Interim Agreement, the Adviser will be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing the interim contract (plus interest earned on that amount while in escrow); or (2) the total amount in the escrow account (plus interest earned).

To provide for continuity in the investment management of the Fund, you are a shareholder in one or morebeing asked to approve the New Advisory Agreement with the Adviser. Under the Interim Agreement and the New Advisory Agreement, (i) the Fund’s investment objectives and investment strategies will not change, (ii) the investment advisory personnel of the funds listed aboveAdviser who provide investment advisory services to the Fund are expected to remain the same, and (iii) the Adviser will continue to provide the same investment advisory services to the Fund for the same fees that are currently in effect, subject to the oversight of the Board of Trustees.

THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS A VOTE “FOR” THE PROPOSAL.

Your vote is important no matter how many shares you own. Voting your shares early will avoid costly follow-up mail and telephone solicitation. After reviewing the enclosed materials, please complete, sign and date your proxy card and mail it promptly in the enclosed return envelope or help save time and postage costs by calling the toll-free number and following the instructions. You may also vote via the Internet by logging on to the website indicated on your proxy card and following the instructions that will appear. If you have any questions about the proposal or the voting instructions, you may call toll-free at 877-516-1725.

ALPS SERIES TRUST

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be Held on

March 22, 2022

via audio teleconference

To the Shareholders:

NOTICE IS HEREBY GIVEN that a special meeting (the “Funds”“Meeting”) of shareholders (“Shareholders”) of the DDJ Opportunistic High Yield Fund (the “Fund”), each of which is a series of ALPS Series Trust (the “Trust”“Trust”). Your Fund’s Board of Trustees is requesting your vote on a proposal regarding the Trust that will be presented to shareholders at a Special Meeting of Shareholders to be held April 12, 2021 (the “Meeting”). We encourage you to read the Questions and Answers section at the beginning of the enclosed Proxy Statement as well as the entire Proxy Statement, which describes the proposal to be presented at the Meeting. At the Meeting, shareholders of all Funds will be asked to elect two Trustees to serve on the Board of Trustees until their resignation, retirement, death or removal or until their respective successors are duly elected and qualified (the “Proposal”).

Your vote is important to us. Please take a few minutes to review the enclosed proxy statement and complete, sign, date and return the enclosed proxy card(s), or vote your shares by Internet or telephone, as described on the enclosed proxy card(s), unless you plan to attend the Meeting. Your Fund’s Board of Trustees has unanimously approved the Proposal and urges you to vote “FOR” the election of each Trustee nominee in the Proposal.

If you have any questions about the Proposal, please call our proxy solicitor, Di Costa Partners, LLC, at (833) 288-9331.

Thank you for your response and we look forward to preserving your trust as a valued shareholder over the long-term.

ALPS Series Trust

Beacon Accelerated Return Strategy Fund

Beacon Planned Return Strategy Fund

Carret Kansas Tax-Exempt Bond Fund

Clarkston Founders Fund

Clarkston Fund

Clarkston Partners Fund

DDJ Opportunistic High Yield Fund

Seven Canyons Strategic Income Fund

Seven Canyons World Innovators Fund

1290 Broadway, Suite 1000

Denver, Colorado 80203

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on April 12, 2021

Notice is hereby given that a Special Meeting of Shareholders of the ALPS Series Trust (the “Trust,” each separate series thereof, a “Fund”) will be held via audio teleconference, on April 12, 2021March 22, 2022, at 3:9:00 p.m.a.m. Mountain Time (together with any adjournments or postponements thereof, the “Meeting”). The Meeting is being held for the following purposes:time.

1.       To elect two TrusteesAt the Meeting, the Fund’s Shareholders will be asked to serve onact upon the Board of Trustees until their resignation, retirement, death or removal or until their respective successors are duly elected and qualified (the “Proposal”).following:

2.       

To transact such other business as may properly come before the Meeting orand any adjournments postponements or delays thereof.

Shareholders of all Funds will vote together on the Proposal.

THE BOARD OF TRUSTEES (THE “BOARD”) OF THE FUNDS, INCLUDING THE INDEPENDENT TRUSTEES,FUND RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH TRUSTEE NOMINEE IDENTIFIED INFOR THE PROPOSAL.

The Board has fixedAny Shareholder who owned shares of the Fund as of the close of business on March 1, 2021, as the record date for the determination of shareholders entitled toFebruary 8, 2022 (“Record Date”) will receive notice of the Meeting and will be entitled to vote at the Meeting.Meeting or any postponements or adjournments thereto. Proxies or voting instructions may be revoked at any time before they are exercised by executing and submitting a revised proxy, by giving written notice of revocation to the Fund, or by attending the Meeting and voting at that time.

Shareholders who doYOUR VOTE IS IMPORTANT – PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.

You are cordially invited to attend the Meeting. If you attend the Meeting, you may vote your shares at that time. However, we urge you, whether or not you expect to attend the Meeting, are urged to complete, date, sign and datereturn the enclosed proxy card(s) and return it in the enclosed addressedpostage-paid envelope which needs no postage if mailedor vote by telephone or through the Internet. We ask your cooperation in the United States, or to take advantage of the Internet or telephonic voting procedures described on the enclosedyour proxy card(s). Prompt return of the enclosed proxy card(s) (or voting by Internet or telephone) will help your Fund(s) avoid the expenses of additional solicitations. If you wish to attend the Meeting and vote your shares in person at that time, you will still be able to do so.promptly.

By order of the Board of Trustees of ALPS Series Trust, on behalf of the Fund

Important Notice Regarding the Availability of Proxy Materials for the Meeting to be Held on March 22, 2022, or any Postponement or Adjournment Thereof.

This Notice and Proxy Statement are available on the internet at www.eproxyaccess.com/ddj2022. On this website, you will be able to access this Notice, the Proxy Statement, any accompanying materials and any amendments or supplements to the foregoing material that are required to be furnished to Shareholders. To request a copy of this Notice, the Proxy Statement or a Form of Proxy please call 877-516-1725. You may also call for information on how to obtain directions to be able to attend the Meeting. Copies of the Fund’s annual report have previously been mailed to Shareholders. This Proxy Statement should be read in conjunction with the Fund’s annual report. You may request a copy of the annual report by calling 1-844-363-4898 or by visiting the Fund’s website at www.ddjcap.com/opportunistic-high-yield/.

IMPORTANT NOTICE REGARDINGINFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE AVAILABILITY OF PROXY MATERIALS FOR THE

SHAREHOLDER MEETING TO BE HELD ON April 12, 2021.PROPOSAL

The Chairman’s Letter, NoticeWhile we strongly encourage you to read the full text of Special Meeting of Shareholders,the enclosed Proxy Statement, and Formwe are also providing you with a brief overview of Proxy forthe subject of the shareholder Proposal. Your vote is important.

QUESTIONS AND ANSWERS

General:

Q. What am I being asked to vote on?

A. At the Meeting, are available at (833) 288-9331. Each Fund provides annual and semi-annual reportsyou will be asked to its shareholders that highlight relevant information, including investment results and a review of portfolio changes. Additional copies of each Fund’s most recent annual report and any more recent semi-annual report are available, without charge, by calling a Fund, visiting a Fund’s website, or by writing to a Fund at:act upon the following:

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

Q. Why are you sending me this information?

A. You are receiving these proxy materials because you own shares in the Fund and have the right to vote on this very important proposal concerning your investment.

Q. Who will bear the costs related to this proxy solicitation?

A. The Adviser has agreed to bear the costs related to this proxy solicitation.

Q. Who is entitled to vote?

A. If you owned shares of the Fund as of the close of business on the Record Date, you are entitled to vote with respect to the Proposal.

Q. When and where will the Meeting be held?

A. The Meeting will be held via audio teleconference, on March 22, 2022, at 9:00 a.m. Mountain time.

Q. How do I vote my shares?

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

You can vote your shares by attending the Meeting or by completing and signing the enclosed proxy card(s) and mailing the completed proxy card(s) in the enclosed postage paid envelope. You may also vote your shares by telephone or via the Internet by following the instructions on the attached proxy card(s). Shareholders of record of the Fund at the close of business on the Record Date will receive notice of and be asked to vote on the Proposal presented at the Meeting. If you need assistance or have any questions regarding the Proposal, how to vote your shares or how to attend the Meeting, please call the Fund’s proxy solicitor, Di Costa Partners LLC (“DCP”) toll-free at 877-516-1725.

If the Fund record votes by telephone or through the Internet, they will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded.

Q. What vote is required to approve the Proposal?

A. The Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund. Under the Investment Company Act of 1940, as amended (“1940 Act”), that means an affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (b) more than 50% of the outstanding shares.

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

A. Your proxy will be voted in favor of the unmarked Proposal.

Q. May I revoke my proxy?

A. You may revoke your proxy at any time before it is exercised by giving written notice of your revocation to the Fund, or by the execution and delivery of a later-dated proxy. You may also revoke your proxy by attending the Meeting, requesting the return of your proxy, and voting at that time.

Q. Whom should I call for additional information about this Proxy Statement?

A. If you need any assistance or have any questions regarding the Proposal or how to vote your shares, please call toll free at 877-516-1725.

The Proposal:

Q. What is happening?

A. The Adviser currently serves as the investment adviser to the Fund and is responsible for the day-to-day management of the Fund’s assets. The Adviser, among others, entered into a membership interest purchase agreement, dated December 2, 2021, with Polen Capital Management, LLC, (the “Purchaser” or “Polen”), pursuant to which the Purchaser acquired 100% of the equity interests of the Adviser (the “Transaction”). Following the satisfaction of applicable closing conditions, the Transaction closed on January 31, 2022 (the “Closing Date”).

The Transaction is deemed to result in a “change in control” of the Adviser for the purpose of the 1940 Act, and under the terms of the 1940 Act, resulted in the automatic termination of the then-current investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser (the “Terminated Agreement”) on the Closing Date.

In anticipation of the consummation of the Transaction and related events, the Board of Trustees of the Trust requested and received information and materials from the Adviser regarding the Transaction and, on January 24, 2022, held a meeting² to consider and approve an interim and a new investment advisory agreement (the “Interim Agreement” and the “New Advisory Agreement”, respectively) between the Trust, on behalf of the Fund, and the Adviser. The Interim Agreement took effect on the Closing Date and the New Advisory Agreement will take effect if approved by the Shareholders of the Fund. The Interim Agreement allows the Adviser to continue to serve as the investment adviser of the Fund for up to 150 days following the completion of the Transaction. Except for the 150-day term, a ten-day termination right by the Board of Trustees or by the shareholders of the Fund, and provisions related to the escrow of investment advisory fees earned by the Adviser during the interim period, the Interim Agreement is the same in all material respects as the Terminated Agreement. The New Advisory Agreement will allow the Adviser to continue to serve as the investment adviser to the Fund under terms that are the same, in all material respects, to those in the Terminated Agreement, except that while the Terminated Agreement had a two-year initial term, the New Advisory Agreement will have an initial term of one year. In the event that shareholders representing the requisite number of the outstanding voting securities of the Fund do not approve the Proposal within the 150-day term of the Interim Agreement, the Adviser will be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing the interim contract (plus interest earned on that amount while in escrow); or (2) the total amount in the escrow account (plus interest earned).

To provide for continuity in the investment management of the Fund, you are being asked to approve the New Advisory Agreement with the Adviser. Under the Interim Agreement and the New Advisory Agreement, (i) the Fund’s investment objectives and investment strategies will not change, (ii) the investment advisory personnel of the Adviser who provide investment advisory services to the Fund are expected to remain the same, and (iii) the Adviser will continue to provide the same investment advisory services to the Fund for the same fees that are currently in effect, subject to the oversight of the Board of Trustees.

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

A. The Fund’s investment objective and investment strategies will not change as a result of the consummation of the Transaction or the approval of the New Advisory Agreement, and you will still own the same shares in the Fund. The terms of the New Advisory Agreement are the same as those in the Terminated Agreement in all material respects. The advisory fee rate payable to the Adviser under the Interim Agreement and the New Advisory Agreement is the same as under the Terminated Agreement.

If approved by the shareholders, the New Advisory Agreement will have an initial one-year term and will be subject to annual renewal thereafter. The portfolio managers who currently provide advisory services to the Fund will continue to provide such services to the Fund under the New Advisory Agreement.

Q. Will there be any changes to the Fund’s portfolio managers as a result of the Transaction?

A. No.

Q. Will the Fund’s name change as a result of the Transaction?

A. On February 8, 2022, the Fund filed with the SEC a supplement to Fund’s prospectus and SAI to notify shareholders that, effective 60 days from the date of the supplement, the Fund’s name will change from the “DDJ Opportunistic High Yield Fund” to the “Polen DDJ Opportunistic High Yield Fund.”

Q. Will the Adviser’s name change as a result of the Transaction?

A. Shortly after the close of the Transaction, in early February 2022, the Adviser’s name changed from “DDJ Capital Management, LLC” to “Polen Capital Credit, LLC.”

Q. Has the Board of Trustees approved the New Advisory Agreement and how does the Board recommend that I vote?

A. The Board of Trustees unanimously approved the New Advisory Agreement at a meeting held on January 24, 2022, and recommends that you vote “FOR” the Proposal.

Q. What will happen if Shareholders of the Fund do not approve the New Advisory Agreement?

A. The sale of 100% of the equity interests in the Adviser to the Purchaser did not, as a condition of such sale, require the Fund’s shareholders to approve the New Advisory Agreement. If the Shareholders do not vote in favor of the Proposal, then the Board may consider all other available options, including without limitation, a second Shareholder meeting.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expenses involved in validating your vote if you fail to sign your proxy card properly.

(1) Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.

(2) Joint Accounts: Either party may sign, but the name of the signing party should conform exactly to the name shown in the registration on the proxy card.

(3) Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

March 12, 2021

ALPS Series Trust

Beacon Accelerated Return Strategy Fund

Beacon Planned Return Strategy Fund

Carret Kansas Tax-Exempt Bond Fund

Clarkston Founders Fund

Clarkston Fund

Clarkston Partners Fund

SERIES TRUST
DDJ Opportunistic High Yield Fund

Seven Canyons Strategic Income Fund

Seven Canyons World Innovators Fund

1290 Broadway, Suite 1000

Denver, Colorado 80202PROXY STATEMENT
for the Special Meeting of Shareholders

SPECIAL MEETING OF SHAREHOLDERS

Toto be held on April 12, 2021March 22, 2022

PROXY STATEMENT
via audio teleconference

INTRODUCTION

This is a Proxy Statement foris furnished in connection with the above listed funds (each, a “Fund” and collectively,solicitation of proxies on behalf of the “Funds”Board of Trustees of ALPS Series Trust (the “Trust”), eachon behalf of which isthe DDJ Opportunistic High Yield Fund, a series of the ALPS Series Trust (the “Trust”“Fund”). Proxies for a Special Meeting, to be used at the special meeting of Shareholders of each Fund are being solicited by the Board of Trustees (the “Board,” “Board of Trustees” or the “Trustees”shareholders (“Shareholders”) of the TrustFund to approve a proposal that has already been approved by the Board.

The special meeting will be held via audio teleconference, on April 12, 2021March 22, 2022 at 3:9:00 p.m.a.m. Mountain Time (together withtime and at any postponements and adjournments orthereof (such meeting and any postponements thereof,and adjournments being referred to as the “Meeting”“Meeting”).

Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders, employees and community, the Meeting will be conducted exclusively via audio teleconference. Any shareholder, who owned shares of athe Fund as of March 1, 2021February 8, 2022 (the “Record Date”), wishing to participate in the Meeting telephonically may do so by emailing the Funds’Fund’s proxy solicitor, Di Costa Partners LLC (“DCP”) at meetinginfo@dicostapartners.com no later than 2:00 p.m., Eastern Time on April 5, 2021March 21, 2022, to register. Detailed registration instructions are set forth below. If you have any questions prior to the Meeting, please call DCP toll-free at (833) 288-9331.877-516-1725.

To participate in the Meeting:

If you were a shareholder of record of athe Fund as of the Record Date and would like to participate in the Meeting, please e-mail DCP at meetinginfo@dicostapartners.comno later than 2:00 p.m., Eastern Time on April 5, 2021March 21, 2022, to register. Please include the relevant Fund’s name in the subject line of the e-mail and provide your name, address and proof of ownership as of the Record Date from the intermediary through which you hold shares, such as a broker-dealer. Please be aware that if you wish to vote at the Meeting, you must first obtain a legal proxy from your intermediary reflecting the relevant Fund’s name, the number of Fund shares you held as of the Record Date and your name and e-mail address. You may forward an e-mail from your intermediary containing the legal proxy or e-mail an image of the legal proxy to meetinginfo@dicostapartners.com and put “Legal Proxy” in the subject line. DCP will then e-mail you the dial-in information and instructions for participating in and voting during the Meeting. The dial-in information will be active for the date and time of the Meeting only. If you have any questions prior to the Meeting, please call DCP toll-free at (833) 288-9331.877-516-1725. Your vote is extremely important, so please read the enclosed Proxy Statement carefully and submit your vote. If you have any questions about the proposal, please call DCP toll-free at (833) 288-9331.877-516-1725. Thank you for your response and for your continued investment in the Funds.Fund.

Solicitation of Proxies

The solicitation of proxies for use at the Meeting is being made primarily by the FundsFund via the mailing on or about March 12, 2021February 15, 2022 of the Notice of Special Meeting of Shareholders, this Proxy Statement and the accompanying proxy card. Supplementary solicitations may be made by mail or telephone by (i) by officers and Trustees of the Funds,Fund, (ii) by officers, employees and agents of the Funds’Fund’s investment adviser, Polen Capital Credit, LLC (f/k/a DDJ Capital Management, LLC) (the “Adviser”) and/or its affiliates, (iii) officers, employees and agents of the Fund’s administrator, ALPS Fund Services, Inc. (“ALPS”), and/or its affiliates, and (iii) by officers, employees and agents ofand/or (iv) DCP, the relevant Fund’s investment advisers and/or its affiliates. The Funds and their respective investment advisers (each, an “Adviser” and collectively, the “Advisers”) are described in the table below.

proxy solicitor. Authorization to execute proxies may be obtained from Shareholders through instructions transmitted by telephone, facsimile, electronic mail or other electronic means.

At the Meeting, the Fund’s shareholders of all Funds will be asked:asked to act upon the following:

1.       To elect two Trustees to serve on the Board of Trustees until their resignation, retirement, death or removal or until their respective successors are duly elected and qualified (the “Proposal”).

1.

To approve a new Investment Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser (the “Proposal”); and

2.       To transact such other business as may properly come before the Meeting orand any adjournments postponements or delays thereof.

The Board of Trustees has set the close of business on March 1, 2021February 8, 2022, as the record date (“Record Date”Date”), and only Shareholders of record on the Record Date will be entitled to vote on the Proposal at the Meeting or any postponements or adjournments thereto. The vote for the Proposal will be at the TrustFund level, meaning that the Shareholders of all classes of all Fundsthe Fund will vote together.

As of the Record Date, the following numbersnumber of Shares wereFund shares issued and outstanding and entitled to be voted with respect to each Fund:is:

You should readAdditional information regarding outstanding shares and voting your proxy is included at the entireend of this Proxy Statement before voting. If you have any questions, please call DCP toll-free at 1-833-288-9331. The Proxy Statement, Notice of Special Meetingin the sections titled “GENERAL INFORMATION” and the proxy card(s) are first being mailed to shareholders on or about March 12, 2021.

Important Notice Regarding the Availability of Proxy Materials for the Meeting to be Held on April 12, 2021 or any Postponement or Adjournment Thereof.

This Notice and Proxy Statement are available on the internet at www.eproxyaccess.com/alps2021 “VOTING INFORMATION.On this website, you will be able to access this Notice, the Proxy Statement, any accompanying materials and any amendments or supplements to the foregoing material that are required to be furnished to Shareholders. To request a copy of this Notice, the Proxy Statement or a Form of Proxy please call 1-833-288-9331. You may also call for information on how to obtain directions to be able to attend the Meeting. Copies of the Fund’s annual report have previously been mailed to Shareholders. This Proxy Statement should be read in conjunction with a Fund’s annual report. You may request a copy of the annual report by calling a Fund, by visiting a Fund’s website, or by writing to a Fund at:

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS

While we strongly encourage you to read the full text of the enclosed Proxy Statement, we are also providing you with a brief overview of the subject of the shareholder Proposal. Your vote is important.”

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

Question 1. What proposal am I being asked to vote on as a shareholder?

There is one proposal for your consideration. At the Meeting, shareholders of all Funds will be asked:

The election of each Trustee will be separately determined by the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares of all Funds voting in person or by proxy at the Meeting.

Question 2. How does the Board recommend that shareholders vote?

The Board of Trustees, including all of the Independent Trustees, recommends that shareholders vote FOR the Proposal. Each Trustee has approved all of the trustee nominees described in the Proxy Statement, except that each Trustee abstained with respect to his or her own nomination as a trustee.

Question 3. Why am I being asked to elect Trustees?

The Trustees are your representatives who oversee management and operations of your Fund(s). Certain regulations require that a majority of Trustees be elected by shareholders. In addition, under the Investment Company Act of 1940 (the “1940 Act”), new trustees cannot be appointed by the Trustees to fill vacancies created by an expansion of the Board unless, after those appointments, at least two-thirds of the Trustees have been elected by shareholders. The Board currently has three (3) members, two (2) of whom have been elected by shareholders. The Board has determined it to be in the best interests of the Trust and its shareholders to retain the flexibility to expand the Board or replace a retiring or resigning Trustee in the future. One of the three current members serving on the Board, Ward D. Armstrong, and one proposed interested trustee, Bradley J. Swenson, will stand for election at the Meeting.

Question 4. How will the approval of the Proposal affect the composition of the Board?

If the Proposal is approved, it is anticipated that the Board will consist of Ward D. Armstrong, J. Wayne Hutchens and Patrick Seese, (each, an “Independent Trustee”) and Bradley J. Swenson (the “Interested Trustees”). If elected in accordance with the Proposal, Messrs. Armstrong and Swenson may serve on the Board until their resignation, retirement, death or removal or until their respective successors are duly elected and qualified.

Question 5. Will my vote make a difference?

Yes! Your vote is important and could make a difference in the governance of your Fund, no matter how many shares you own.

Question 6. Who is asking for my vote?

The enclosed proxy is solicited by the Board for use at the Meeting to be held on April 12, 2021, and, if the Meeting is adjourned, postponed or delayed, at any later meeting(s), for the purposes stated in the Notice of Special Meeting. The Notice of Special Meeting, the proxy and this Proxy Statement are first being mailed to the Funds’ shareholders on or about March 12, 2021.

Question 7. Who is eligible to vote?

Shareholders of record of a Fund at the close of business on March 1, 2021 (the “Record Date”), are entitled to be present and to vote on the Proposal at the Meeting or any adjournment, postponement or delay thereof. Each share is entitled to one vote on the Proposal. Shares represented by your duly executed proxy/proxies will be voted in accordance with your instructions. If no instructions are indicated on your signed proxy, your shares will be voted in accordance with the Board’s recommendations. If any other business is properly brought before the Meeting, your shares will be voted at the discretion of the persons named as proxy holders on the proxy card unless you specify otherwise in your proxy.

Question 8. What should I do if I receive more than one proxy card?

You are being sent a proxy card for each Fund account that you have. Shareholders of all Funds will vote together on the Proposal. Please vote on the Proposal on each proxy card that you receive.

Question 9. How do I vote my shares?

You can vote your shares by attending the Meeting or by completing and signing the enclosed proxy card(s) and mailing the completed proxy card(s) in the enclosed postage paid envelope. You may also vote your shares by telephone or via the Internet by following the instructions on the attached proxy card(s). Shareholders of record of each Fund at the close of business on the Record Date will receive notice of and be asked to vote on the Proposal presented at the Meeting. If you need assistance or have any questions regarding the Proposal, how to vote your shares or how to attend the Meeting, please call DCP toll-free at 1-833-288-9331.

If the Funds record votes by telephone or through the Internet, they will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded.

Question 10. How can I revoke my proxy?

Shareholders who execute proxy cards or record their voting instructions via telephone or the Internet may revoke their proxies at any time prior to the time they are voted by giving written notice to the Secretary of the Trust, by delivering a subsequently dated proxy (including via telephone or the Internet) prior to the date of the Meeting or by attending and voting at the Meeting. Merely attending the Meeting, however, will not revoke any previously submitted proxy.

Question 11. Who is paying for the costs associated with the proxy?

ALPS or its affiliate is paying for half of the costs associated with the proxy. The Funds are paying their proportionate share of the remaining half of the costs associated with the proxy. For the Funds, the annual operating expenses of several Funds are capped under an expense limitation waiver agreement between the Trust and the Fund’s relevant investment adviser. The Funds’ and their respective investment advisers are described in the table below (each, an “Adviser” and together, the “Advisers”). To the extent the expense limitation waiver applies to a Fund, the relevant Adviser will indirectly pay the proxy costs incurred by that Fund based on the expense limitation waiver agreement.

Question 12. Whom should I call if I have any questions?

If you have any questions about the proxy materials or about how to cast your vote, please call DCP toll-free at 1-833-288-9331.

Proposal: Election Of Trustees

Description of the Proposal

At the Meeting, shareholders of all Funds will be asked to elect two (2) Trustees to serve on the Board of Trustees until their resignation, retirement, death or removal or until their respective successors are duly elected and qualified.

Background

The Board of Trustees is responsible for the overall management of the Funds, including general supervision and review of the Funds’ operations. The Board, in turn, elects the officers of the Funds who are responsible for administering the Funds’ day-to-day affairs. Certain regulations require that a majority of Trustees be elected by shareholders. In addition, under the 1940 Act, new trustees cannot be appointed by the Trustees to fill vacancies created by an expansion of the Board unless, after those appointments, at least two-thirds of the Trustees have been elected by shareholders. The Board currently has three (3) members, two (2) of whom have been elected by shareholders. In addition, three (3) of the current members are not “interested” persons (as defined in Section 2(a)(19) of the 1940 Act) of the Funds’ respective Advisers, (each, an “Adviser” and collectively, the “Advisers”), ALPS Distributors, Inc. (“ADI” or the “Distributor”), or the Trust (the “Independent Trustees”).

At its meeting on February 18, 2021, the Trust’s Nominating and Governance Committee, a committee consisting entirely of Independent Trustees, reviewed the current composition of the Board, and the qualifications of the current Trustees. Based on the Nominating and Governance Committee’s recommendation, the Board has determined that it is in the best interests of the Trust and its shareholders to retain the flexibility to expand the Board or replace a retiring or resigning Trustee in the future, and that it is in the Funds’ best interests that Ward D. Armstrong, an independent Trustee of the Trust, and Bradley J. Swenson, a proposed interested trustee of the Trust to stand for election at the Meeting (each, a “Trustee Nominee”). Each Trustee Nominee has consented to serve as a Trustee and to being named in this Proxy Statement.

The election of each Trustee will be separately determined by the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares of all Funds voting in person or by proxy at the Meeting. Shares represented by your duly executed proxy/proxies will be voted in accordance with your instructions. If no instructions are indicated on your signed proxy, your shares will be voted in accordance with the Board’s recommendations. If any other business is properly brought before the Meeting, your shares will be voted at the discretion of the persons named as proxy holders on the proxy card unless you specify otherwise in your proxy.

If elected, each Trustee may serve on the Board of Trustees until his or her resignation, retirement, death or removal or until his or her respective successor is duly elected and qualified. If a Trustee sooner dies, resigns, retires or is removed as provided in the organizational documents of the Trust, the Board may, in its discretion and subject to the 1940 Act, select another person to fill the vacant position. If any or all of the Trustee Nominees should become unavailable for election at the Meeting due to events not now known or anticipated, the persons named as proxies will vote for such other nominee or nominees as the current Independent Trustees may recommend.

The Funds are not required, and do not intend, to hold annual shareholder meetings for the purpose of electing Trustees. Shareholders also have the right to call a meeting to remove a Trustee or to take other action described in the Trust’s organizational documents. Also, if at any time less than a majority of the Trustees holding office has been elected by the Trust’s shareholders, the Trustees then in office will promptly call a shareholder meeting for the purpose of electing Trustees.

The Trustee Nominees and their backgrounds are shown on the following pages. This information includes each Trustee Nominee’s name, age, principal occupation(s) during the past five years and other information about the Trustee Nominee’s professional background, including other directorships the Trustee Nominee holds.

Trustees/Nominees

General Information Regarding The Board Of Trustees

The Trust is governed by the Board of Trustees, which is responsible for major decisions relating to each Fund’s investment objective(s), policies and techniques. The Board also supervises the operation of the Funds by officers of the Funds and the Advisers (which is responsible for the relevant Fund(s)’ day-to-day operations). The Board meets periodically throughout the year to oversee the Trust’s activities, review each Fund’s investment performance and the quality of other services, including administration, distribution, and shareholder servicing, provided to each Fund and its shareholders by ALPS Fund Services, Inc. in its capacity as administrator (the “Administrator”), and any affiliates of the Administrator.

At least annually, the Trustees review and evaluate the fees and operating expenses paid by each Fund for these services and negotiate such changes as they deem appropriate. In carrying out these responsibilities, the Trustees are assisted by the Trust’s independent auditor (who reports directly to the Trust’s Audit Committee), independent counsel, and other experts as appropriate, all of whom are selected by the Independent Trustees. The Independent Trustees vote separately to approve all financial arrangements and other agreements with each Fund’s Adviser and Administrators and any affiliates of the Adviser or Administrators. The Trust’s Independent Trustees meet regularly in executive session.

The Board held four (4) regular meetings and one special meeting during the Trust’s fiscal year ended September 30, 2020. Since the Trust is not required to convene annual shareholder meetings, there is no policy requiring Trustee attendance at such meetings.

There are currently four Trustee seats on the Board, one of which is vacant. One (1) Independent Trustee and one (1) Interested Trustee are proposed for election. The Independent Trustee Nominee is one of three Trustees currently serving on the Board, but he has not been elected by the Shareholders. The Interested Trustee Nominee does not currently serve on the Board. Therefore, if both Trustee Nominees are approved, there will be four Trustees on the Board.

Additional Information about the Trustees/Nominees

The following is a brief discussion of the specific education, experience, qualifications, or skills that led to the conclusion, as of the date of this proxy statement, that each person identified below should serve as a Trustee for the Trust.

Ward D. Armstrong

Mr. Armstrong has been an Independent Trustee of the Trust since May 27, 2016. He is currently retired. He has been Director of the Heartland Group, Inc. since February 2008 and was Chairman of Ameriprise Trust Company from November 1996 to May 2007. Mr. Armstrong served as Managing Partner of NorthRock Partners, LLC from February 2010 to July 2015, Managing Director of Northrock Partners, a Private Wealth Advisory Practice. He was Senior Vice President of Ameriprise Financial, Inc. from November 1984 to May 2007 and President of American Express Institutional Asset Management from 2002 to 2004. He has also served on several investment related Boards including Kenwood Capital Management, RiverSource Investments, American Express Asset Management International and was Chair of the Ordway Theatre Endowment Committee. Mr. Armstrong received a B.S. in Business Administration (Finance Emphasis) from the University of Minnesota, Carlson School of Management. He was selected to serve as a Trustee of the Trust based on his business, financial services and investment management experience.

Bradley J. Swenson

Mr. Swenson has served as President of the Trust since May 2019. He joined ALPS in 2004 and has served as its President since June 2019. In this role, he serves as an officer to certain other closed-end and open-end investment companies. He previously served as the Chief Operating Officer of ALPS (2015-2019). Mr. Swenson also previously served as Chief Compliance Officer to ALPS, its affiliated entities, and to certain ETF, closed-end and open-end investment companies (2004-2015).

J. Wayne Hutchens

Mr. Hutchens has served as a Trustee Since October 2012. Through his experience as a senior officer of and board member of financial and other organizations, Mr. Hutchens contributes his management and oversight experience to the Board. The Board also benefits from his experience as a member of the board of other funds. He was selected to serve as a Trustee of the Trust based on his business and financial services experience. Additional information regarding Mr. Hutchens’ principal occupations and other directorships held is presented in the chart above. Mr. Hutchens is a graduate of the University of Colorado at Boulder’s School of Business and has done graduate study at Syracuse University and the University of Colorado.

Patrick Seese

Mr. Seese has served as a Trustee since October 2021. Through his experience as a senior officer of and board member of financial and other organizations, Mr. Seese contributes his management and oversight experience to the Board. The Board also benefits from his experience as a member of the board of other organizations. He was selected to serve as a Trustee of the Trust based on his business, financial services and accounting experience. Additional information regarding Mr. Seese’s principal occupations and other directorships held is presented in the chart above. Mr. Seese is a graduate of the University of Colorado and earned an MBA from The University of Chicago Booth School of Business. He is one of the founders of The Mile High Five Foundation (MH5), a charity dedicated to fund youth/health-related organizations.

Leadership Structure and Oversight Responsibilities

Overall responsibility for oversight of the Funds rests with the Trustees. The Trust has engaged the Adviser to manage the Funds on a day-to day basis. The Board is responsible for overseeing the Adviser and other service providers in the operations of the Funds in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Trust’s Declaration of Trust. The Board is currently composed of four members, three of whom are Independent Trustees. The Board meets at regularly scheduled quarterly meetings each year. In addition, the Board may hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. As described below, the Board has established a Nominating and Corporate Governance Committee and an Audit Committee, and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. The Independent Trustees have also engaged independent legal counsel to assist them in performing their oversight responsibilities.

The Board has appointed Ward D. Armstrong, an Independent Trustee, to serve in the role of Chairman. The Chairman’s role is to preside at all meetings of the Board and to act as a liaison with the Adviser, other service providers, counsel and other Trustees generally between meetings. The Chairman may also perform such other functions as may be delegated by the Board from time to time. The Board reviews matters related to its leadership structure annually. The Board has determined that the Board’s leadership structure is appropriate given the Trust’s characteristics and circumstances. These include the Trust’s series of fund shares, each fund’s single portfolio of assets, each fund’s net assets and the services provided by the fund’s service providers.

Risk oversight forms part of the Board’s general oversight of the Funds and is addressed as part of various Board and Committee activities. As part of its regular oversight of the Funds, the Board, directly or through a Committee, interacts with and reviews reports from, among others, Fund management, the Adviser, the Trust’s Chief Compliance Officer, the Trust’s legal counsel and the independent registered public accounting firm for the Funds regarding risks faced by the Funds. The Board, with the assistance of Fund management and the Adviser, reviews investment policies and risks in connection with its review of the Funds’ performance. The Board has appointed a Chief Compliance Officer to oversee the implementation and testing of the Funds’ compliance program and reports to the Board regarding compliance matters for the Funds and their principal service providers. In addition, as part of the Board’s periodic review of the Funds’ advisory and other service provider agreements, the Board may consider risk management aspects of these service providers’ operations and the functions for which they are responsible.

Standing Committees Of The Board of Trustees

The Board has established two committees, the Audit Committee, and the Nominating and Corporate Governance Committee.

Audit Committee. The Board has an Audit Committee which considers such matters pertaining to the Trust’s books of account, financial records, internal accounting controls and changes in accounting principles or practices as the Trustees may from time to time determine. The Audit Committee also considers the engagement and compensation of the independent registered public accounting firm (“Firm”) and ensures receipt from the Firm of a formal written statement delineating relationships between the Firm and the Trust, consistent with Public Company Accounting Oversight Board Rule 3526. The Audit Committee also meets privately with the representatives of the Firm to review the scope and results of audits and other duties as set forth in the Audit Committee’s Charter. The Audit Committee members, each of whom are Independent Trustees, are: Ward D. Armstrong, J. Wayne Hutchens and Patrick Seese. The Audit Committee met three times during the fiscal year ended September 30, 2020. The Audit Committee is organized pursuant to a charter, and a copy of the Audit Committee charter is filed with this proxy statement as Exhibit A.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee meets periodically to advise and assist the Board in selecting nominees to serve as trustees of the Trust. The Nominating and Corporate Governance Committee believes the Board generally benefits from diversity of background, experience and views among its members and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard. The Nominating and Corporate Governance Committee also advises and assists the Board in establishing, implementing and executing policies, procedures and practices that assure orderly and effective governance of the Trust and effective and efficient management of all business and financial affairs of the Trust. Members of the Nominating and Corporate Governance Committee are currently: Ward D. Armstrong, J. Wayne Hutchens and Patrick Seese. The Nominating and Corporate Governance Committee of the Board met once during the fiscal year ended September 30, 2020. The Nominating and Governance Committee is organized pursuant to a charter, and a copy of the Nominating and Governance Committee charter is filed with this proxy statement as Exhibit B.

Each Trustee attended at least 75% of the aggregate of (1) the total number of meetings of the Board (held during the period for which such Trustee served as a trustee) and (2) the total number of meetings held by all committees of the Board on which served (during the periods for which such Trustee served as a committee member).

Shareholder Nomination Policy

The Board will consider shareholder nominees for Trustees. All nominees must possess the appropriate characteristics, skills and experience for serving on the Board. In particular, the Board and its Independent Trustees will consider each nominee’s integrity, educational and professional background, understanding of the Trust’s business on a technical level and commitment to devote the time and attention necessary to fulfill a Trustee’s duties. All shareholders who wish to recommend nominees for consideration as Trustees shall submit the names and qualifications of the candidates to the Secretary of the Trust by writing to: ALPS Series Trust, c/o Secretary, 1290 Broadway, Suite 1000, Denver, Colorado, 80203.

Share Ownership of the Adviser or Affiliates

No current Trustee or Trustee Nominee has made any purchases or sales of securities of an Adviser or its parents, or an Adviser’s subsidiaries or any parent’s subsidiaries since the beginning of the most recently completed fiscal year.

Share Ownership of the Funds

The table below sets forth the dollar range of equity securities of each Fund owned directly or beneficially as of December 31, 2020 by each Trustee/Nominee.

Management Ownership of Securities

As of December 31, 2020, each individual Trustee, Trustee Nominee or Officer owned shares of the Funds as set forth in the table below:

As of December 31, 2020 the Trustees, Trustee Nominees and officers of the Trust, as a group, owned less than 1% of the outstanding shares of each class of each Fund.

Also, as of March 1 2021, none of the Independent or Interested Trustees owns shares or has an equity interest in any Adviser or ALPS Distributors, Inc., the Funds’ principal underwriter or any affiliate thereof.

Compensation of Trustees

The Independent Trustees of the Trust receive a quarterly retainer of $13,500, plus $4,000 for each regular Board or Committee meeting attended and $2,000 for each special telephonic or in-person Board or Committee meeting attended. Additionally, the Audit Committee Chair receives a quarterly retainer of $1,250 and the Independent Chair receives a quarterly retainer of $3,250. The Independent Trustees are also reimbursed for all reasonable out-of-pocket expenses relating to attendance at meetings.

For the fiscal year ended September 30, 2020, the Independent Trustees received the following compensation:

Officers

Officer Compensation

No employee of ADI or ALPS receives any compensation from the Trust for acting as an officer or Trustee.

Shareholder Communications

The Trustees provide for shareholders to send written communications to the Trustees via regular mail. Written communications to the Trustees, or to an individual Trustee, should be sent to the attention of the Trust’s Secretary at the address of the Trust’s principal executive office. All such communications received by the Trust’s Secretary shall be promptly forwarded to the individual Trustee to whom they are addressed or to the full Board, as applicable. If a communication does not indicate a specific Trustee, it will be sent to the Chair of the Nominating and Governance Committee and the outside counsel to the Independent Trustees for further distribution as deemed appropriate by such persons. The Trustees may further develop and refine this process as deemed necessary or desirable.

The Board of Trustees, including all of the Independent Trustees, recommends that shareholders of each Fund vote FOR each Trustee Nominee identified in the Proposal.

ADDITIONAL INFORMATION

VOTING INFORMATION

9

Voting Rights

Only ShareholdersExhibit A: Form of recordNew Advisory Agreement

A-1

APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT

The Transaction

The Adviser currently serves as the investment adviser to the Fund and is responsible for the day-to-day management of the Fund’s assets. The Adviser, among others, entered into a membership interest purchase agreement, dated December 2, 2021, with Polen Capital Management, LLC, (the “Purchaser” or “Polen”), pursuant to which the Purchaser acquired 100% of the equity interests of the Adviser (the “Transaction”). Following satisfaction of applicable closing conditions, the Transaction closed on January 31, 2022 (the “Closing Date”).

The Transaction is deemed to result in a “change in control” of the Adviser for the purpose of the Investment Company Act of 1940, as amended (“1940 Act”) and under the terms of the 1940 Act, resulted in the automatic termination of the then-current investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser (the “Terminated Agreement”) on the Closing Date.

In anticipation of the consummation of the Transaction and related events, the Board of Trustees of the Trust requested and received information and materials from the Adviser regarding the Transaction and, on January 24, 2022, held a meeting³ to consider and approve an interim and a new investment advisory agreement (the “Interim Agreement” and the “New Advisory Agreement”, respectively) between the Trust, on behalf of the Fund, and the Adviser. The Interim Agreement took effect on the Closing Date and the New Advisory Agreement will take effect if approved by the Shareholders of the Fund. The Interim Agreement allows the Adviser to continue to serve as the investment adviser of the Fund for up to 150 days following the completion of the Transaction. Except for the 150-day term, a ten-day termination right by the Board of Trustees or by the shareholders of the Fund, and provisions related to the escrow of investment advisory fees earned by the Adviser during the interim period, the Interim Agreement is the same in all material respects as the Terminated Agreement. The New Advisory Agreement will allow the Adviser to continue to serve as the investment adviser to the Fund under terms that are the same, in all material respects, to those in the Terminated Agreement, except that while the Terminated Agreement had a two-year initial term, the New Advisory Agreement will have an initial term of one year. In the event that shareholders representing the requisite number of the outstanding voting securities of the Fund do not approve the Proposal within the 150-day term of the Interim Agreement, the Adviser will be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing the interim contract (plus interest earned on that amount while in escrow); or (2) the total amount in the escrow account (plus interest earned).

New Advisory Agreement

To provide for continuity in the investment management of the Fund, you are being asked to approve the New Advisory Agreement with the Adviser. Under the New Advisory Agreement, (i) the Fund’s investment objectives and investment strategies will not change, (ii) the investment advisory personnel of the Adviser who provide investment advisory services to the Fund are expected to remain the same, and (iii) the Adviser will continue to provide the same investment advisory services to the Fund for the same fees that are currently in effect, subject to the oversight of the Board of Trustees.

Each of the members of the Board of Trustees who are not “interested persons” (as that term is defined in the 1940 Act) of the Fund or the Adviser (the “Independent Trustees”), are expected to continue to serve on the Board of Trustees following the Closing Date. The Board of Trustees will continue to make decisions regarding the independent accountants, custodian, administrators, distributor and transfer agent of the Fund.

Shareholders of the Fund are being asked to approve the New Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser. Approval of the New Advisory Agreement is being sought so that the investment management of the Fund can continue without interruption following the consummation of the Transaction.

Board Approval and Recommendation

During its meeting on January 24, 2022, the Board of Trustees considered various factors relating to the Transaction and the Interim Agreement and the New Advisory Agreement. In connection with such meeting, the Board reviewed certain information provided by the Adviser at the Board’s request.

On January 24, 2022, the Board of Trustees of the Trust, including a majority of the Independent Trustees: (i) unanimously approved the Interim Agreement and New Advisory Agreement and (ii) unanimously recommended that Shareholders of the Fund approve the New Advisory Agreement. A summary of the Board’s considerations is provided below in the section below titled “EVALUATION BY THE BOARD.”

Description and Comparison of the Terminated and New Advisory Agreements

The form of the New Advisory Agreement is set forth in Exhibit A to this Proxy Statement. The description of terms in this section is qualified in its entirety by reference to Exhibit A. 

These investment advisory fees shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund’s Prospectus and/or Statement of Additional Information and shall be paid to the Adviser by the Fund as soon as practicable after the last day of each month.

The advisory fee payable to the Adviser under the New Advisory Agreement will be the same as under the Terminated Advisory Agreement.

The terms of the New Advisory Agreement are the same as those of the Terminated Agreement in all material respects except that while the Terminated Agreement had a two-year initial term, the New Advisory Agreement will have an initial term of one year.

An expense waiver agreement is currently in place between the Fund and the Adviser, pursuant to which the Adviser has contractually agreed to limit the amount of the Fund’s Total Annual Fund Operating Expenses (excluding Distribution and Service (12b-1) fees, Shareholder Servicing Fees, Acquired Fund Fees and Expenses, brokerage expenses, interest expenses, taxes and extraordinary expenses) to an annual rate of 0.79% of the Fund’s average daily net assets for each of the Institutional Class, Class I and Class II shares. This agreement is in effect through at least January 31, 2023, and will automatically continue upon annual approval by the Board of Trustees for successive twelve-month periods unless (i) it is terminated earlier by the Board of Trustees, or (ii) the Adviser provides at least 30 days written notice of its non-continuance prior to the end of the then effective term. The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne subsequent to the effective date of the agreement described above (whether through reduction of its management fee or otherwise) only to the extent that the Fund’s expenses in later periods do not exceed the lesser of: (1) the contractual expense limit in effect at the time the Adviser waives or limits the expenses; or (2) the contractual expense limit in effect at the time the Adviser seeks to recover the expenses: provided, however, that the Fund will not be obligated to pay any such reduced fees and expenses more than three years after the date on which the fee and expense was reduced.

Following the effective date of the New Agreement, the Adviser will retain the ability to recover, on a class-by-class basis, expenses it bore pursuant to the agreement described above during the term of the Terminated Agreement, only to the extent that the Fund's expenses in later periods do not exceed the lesser of: (1) the contractual expense limit in effect at the time the Adviser waives or limits the expenses; or (2) the contractual expense limit in effect at the time the Adviser seeks to recover the expenses: provided, however, that the Fund will not be obligated to pay any such reduced fees and expenses more than three years after the date on which the fee and expense was reduced.

Services Provided

Under the terms of the Terminated Advisory Agreement, the Adviser served as the investment adviser for the Fund. Subject to the supervision of the Board of Trustees, the Adviser provided a continuous investment program for the Fund, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Fund. Generally, the Adviser determined from time to time what securities and other investments would be purchased, retained or sold by the Fund, and provided such services for the Fund in accordance with the Fund’s investment objectives, policies, and restrictions as stated in the Fund’s Prospectus and Statement of Additional Information, as currently in effect or as supplemented from time to time.

Compensation

These investment advisory fees shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund’s Prospectus and/or Statement of Additional Information and shall be paid to the Adviser by the Fund as soon as practicable after the last day of each month.

The advisory fee rates payable to the Adviser under the New Advisory Agreement will be identical to the fee rates payable under the Terminated and Interim Advisory Agreements.

Liability of the Adviser

Under the terms of the Terminated Advisory Agreement, the Adviser was not liable for any error of judgment or for any loss suffered by the Trust or the Fund in connection with the matters to which the Terminated Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, the Terminated Agreement. the Adviser had no responsibility or liability for the accuracy or completeness of the Trust’s registration statement under the 1940 Act or the Securities Act of 1933, as amended (“1933 Act”), except for information supplied by the Adviser for inclusion in the registration statement. Under the terms of the Terminated Agreement, the Trust agreed to indemnify the Adviser to the full extent permitted by the Trust’s Declaration of Trust.

Term and Termination

The Terminated Advisory Agreement provided that it shall remain in effect for an initial term of two years, and from year to year thereafter provided such continuance is approved at least annually by the vote of a majority of the Trustees of the Trust who are not “interested persons” (as defined in the 1940 Act) of the Trust, which vote must be cast in person at a meeting called for the purpose of voting on such approval; provided, however, that:

The New Advisory Agreement will be substantively identical, in all material respects, to the Terminated Agreement, except that the New Advisory Agreement will have an initial term of one year. The commencement date of the New Advisory Agreement is expected to be the date such agreement is approved by the Shareholders.

Effect if the Proposal is Not Approved

Shareholder approval of the New Advisory Agreement was not a requirement for the Transaction to be consummated. But, if the Shareholders do not vote in favor of the Proposal, then the Board may consider all other available options, including without limitation, holding another Shareholder meeting.

Evaluation by the Board

On January 24, 2022, the Board of Trustees of the Trust, including a majority of the Independent Trustees, met to consider various factors relating to the Transaction and the New Advisory Agreement. In connection with such meeting, the Board reviewed certain information provided by the Adviser at the Board’s request.

Summary of Board Meeting and Considerations

In approving the New Advisory Agreement with the Adviser, the Trustees, including all of the Independent Trustees, considered the following factors with respect to the Fund:

Nature, Extent and Quality of the Services: The Trustees received and considered information regarding the nature, extent and quality of services provided to the Fund under the Current Agreement, and to be provided under the New Advisory Agreement. The Trustees reviewed and considered the Adviser’s history as an asset manager, its experience managing high yield assets, and how its investment strategy fit within Polen’s current equity strategies. The Trustees recalled the research and decision-making processes utilized by the Adviser, including the methods adopted to seek to achieve the Fund’s investment objective in a manner consistent with the Fund’s policies and restrictions, and how those approaches were aligned with Polen’s investment philosophy. The Trustees considered the background and experience of the Adviser’s personnel, including the qualifications, background and responsibilities of the portfolio managers primarily responsible for the day-to-day portfolio management of the Fund. The Trustees considered that Polen was seeking to retain all Adviser employees, intended to execute employment agreements with the portfolio management team, and had assured the Adviser that the Adviser investment team would maintain its independence and autonomy, similar to other investment teams at Polen. The Trustees noted that the CIO of the Adviser would be freed from the daily firm management after the acquisition, and would be able to focus more on his role overseeing the investment team of the Adviser. The Trustees also reviewed the audited consolidated financial statements of Polen, and considered that Polen offered a greater set of resources to the Adviser in technology, back office, marketing, and distribution, and greater institutional stability as a larger organization. The Trustees discussed the resources devoted to research and analysis of actual and potential investments. They considered the Trust’s experience with the Adviser, including the Adviser’s responsiveness to the officers of the Fund. The Trustees also considered the Adviser’s focus on compliance both at the firm level and with respect to the Fund. The Trustees concluded that the Adviser had provided high quality advisory services to the Fund, and that the acquisition by Polen was not expected to diminish, and could result in enhancements to, the quality of those services.   

Performance: The Trustees reviewed performance information for the Fund’s Class I, Class II and Institutional Class shares for the one-year, three-year and five-year periods ended December 31, 2021, as well as the since-inception performance (July 16, 2015) through December 31, 2021. The Trustees considered the performance of the Fund as analyzed in the Fund’s Section 15(c) review in May 2021, and the positive results of the Fund in the period since that review. With respect to the May 2021 review, the review included a comparison of the Fund’s performance to the performance of a peer group of comparable funds, as identified by a third-party data provider. The Trustees noted the Adviser’s observation that despite the Fund’s longer-term underperformance of its benchmark, recent performance had outperformed the benchmark. They considered the concentrated nature of the portfolio and the impact on performance relative to the peers. The Trustees concluded that the Fund’s performance was acceptable.  

Profits: The Trustees recalled thatin May 2021, the Trustees received and considered a profitability analysis prepared by the Adviser based on the fees paid (and to be paid) under the Agreement. The Trustees noted that, based on the information provided in May 2021, the Adviser had earned a profit (before distribution related expenses) from managing the Fund in 2020. The Trustees concluded that the profits realized were not excessive. The Trustees agreed that since the Adviser was not reducing personnel or making other material changes to its operations as a result of the Polen transaction, profits were expected to remain reasonable. 

Economies of Scale: The Trustees considered whether economies of scale in the provision of services to the Fund would be passed along to the shareholders under the New Advisory Agreement. The Board agreed in May 2021 that material economies of scale were not anticipated to be achieved at projected Fund asset levels in the near term, and the Trustees would consider the issue at the next renewal period. The Board considered that the acquisition by Polen could result in more favorable economies of scale over time, and the Trustees would review this matter at the next annual renewal.

Other Benefits to the Adviser: The Trustees reviewed and considered any incidental benefits derived or to be derived by the Adviser from its ongoing relationship with the Fund. The Trustees noted that, because the Fund was pursuing an investment strategy that was primarily fixed income, rather than equity, soft dollars were not a material consideration. The Trustees noted that the Adviser’s acquisition by Polen would not result in fee increases or expected cost increases, and that the Adviser would pay all of the costs associated with the Fund’s shareholder meeting.

Having requested, reviewed, and deliberated such information from the Adviser as the Board believed to be reasonably necessary to evaluate the terms of the New Advisory Agreement, the Trustees, including a majority of the Independent Trustees, concluded that approval of the New Advisory Agreement was in the best interests of the Fund and its shareholders, and would not place an unfair burden on the Fund’s shareholders.

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive any amount or benefit in connection with a sale of an interest in the investment adviser, provided that two conditions are satisfied.

First, an “unfair burden” may not be imposed on the investment company as a result of the sale of the interest, or any express or implied terms, conditions or understandings applicable to the sale of the interest. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any “interested person” of the adviser (as defined in the 1940 Act), receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).

Second, during the three-year period after the transaction, at least 75% of the members of the investment company’s board of trustees/directors cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor.

The Board of Trustees intends for the Transaction to come within the safe harbor provided by Section 15(f) of the 1940 Act. Based on the information provided by the Adviser, the Board believes that the Transaction will not result in the imposition of an “unfair burden” on the Fund. At the present time, four of the five Trustees are classified as Independent Trustees, and following the Transaction, all four of the Independent Trustees will continue to be classified as such.

Information About the Adviser

The Adviser is currently engaged to provide advisory services to the Fund in accordance with the prospectus and other offering documents, investment objective, policies and limitations and investment guidelines established by the Adviser and the Board of Trustees.

The Adviser is located at 1075 Main Street, Suite 320, Waltham, Massachusetts 02451. As of December 31, 2021, the Adviser had approximately $8.3 billion in assets under management.

Information regarding the principal executive officers and directors of the Adviser and their principal occupations for the past five years is set forth below: