UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þFiled by a Party other than the Registrant o
Filed by the Registrant [X] | Filed by a Party other than the Registrant [ ] |
Check the appropriate box:
[X] [ ] [ ] [ ] [ ] | Preliminary Proxy Statement | |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
Definitive Proxy Statement | ||
Definitive Additional Materials | ||
Soliciting Material Pursuant to |
Valued Advisers TrustVALUED ADVISERS TRUST
(Exact Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] [ ] [ ] [ ] | No fee required. | ||||
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||
(1) (2) (3) (4) (5) | Title of each class of securities to which | ||||
Aggregate number of securities to which transaction applies: | |||||
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 | |||||
Proposed maximum aggregate value of transaction: | |||||
Total fee paid: |
Fee paid previously with preliminary |
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identitymaterials:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)Amount Previously Paid:
(2)Form, Schedule or Registration No.:
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(4)Date Filed:
BFS Equity Fund
a series of
Valued Advisers TrustVALUED ADVISERS TRUST
KOVITZ CORE EQUITY ETF (EQTY)
225 Pictoria Dr., Suite 450Cincinnati, OH 45246(the “Fund”)
_______, 2021
July [ ], 2023
Dear Shareholder:Shareholders:
Enclosed is a Notice,The enclosed Proxy Statement and Proxy Card fordiscusses a Special Meeting ofproposal to be voted upon by Shareholders (the “Special Meeting”“Shareholders”) of the BFS Equityabove-named Fund, (the “Fund”), a series portfolio of Valued Advisers Trust (the “Trust”), at a special meeting of Shareholders to be held at the offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 on September 5, 2023, at 10:00 am (Eastern Time). Please review the Proxy Statement and cast your vote on the proposal. After considering the proposal, the Board of Trustees of the Trust (the “Board” or the “Trustees”) has unanimously approved the proposal. The Board recommends that Shareholders vote FOR the proposal.
Kovitz Investment Group Partners, LLC (the “Adviser”) serves as the Fund’s investment adviser, under its investment advisory agreement (the “Existing Advisory Agreement”). As the Fund’s investment adviser, the Adviser is responsible for the Fund’s overall investment strategy and its implementation.
As announced on February 27, 2023, and as discussed in more detail in the enclosed Proxy Statement, Focus Financial Partners Inc. (“Focus”), the ultimate parent company of the Adviser, has agreed to be acquired by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”) and Stone Point Capital LLC (“Stone Point”). Investment vehicles managed by Stone Point will retain a portion of their investment in Focus as part of the transaction with CD&R (the “Transaction”), and will provide new equity financing in connection with the Transaction. The Transaction is anticipated to close in the third quarter of 2023 (the date on which the closing occurs, the “Closing Date”). Following the Closing Date, Focus will be privately owned and its shares will not be publicly traded. The Transaction is not expected to result in any material change in the day-to-day management of the Fund or the Adviser. Focus is not currently involved in the management of the Fund or the implementation of the investment objective and strategies of the Fund, and none of Focus, CD&R or Stone Point will be involved in such activities following the completion of the Transaction.
The Transaction is anticipated to result in an indirect change of control of the Adviser (the “Change of Control”). Consistent with the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the Existing Advisory Agreement contains a provision that the agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act). The Special MeetingChange of Control will be deemed an assignment of the Existing Advisory Agreement and result in the automatic termination of the Existing Advisory Agreement.
At a meeting held on June 1, 2023, the Board of the Trust unanimously approved a new investment advisory agreement between the Adviser and the Trust with respect to the Fund (the “New Advisory Agreement”). The New Advisory Agreement must also be approved by Shareholders, so you are being asked to approve the New Advisory Agreement.
Under the New Advisory Agreement, the Adviser will provide investment advisory services to the Fund on the same terms and conditions and advisory fee rate as those currently in effect. The Fund’s investment objective, policies, risks, principal or non-principal strategies, and fundamental or non-fundamental investment restrictions will not change as a result of the Transaction. All of the investment advisory
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personnel who currently manage the Fund are expected to continue to do so after the Closing Date. In addition, the Board’s Trustees who oversee the Trust will continue to do so after the Closing Date.
To provide for continuity in the operation of the Fund in the event Shareholders do not approve the New Advisory Agreement prior to the Closing Date, on June 1, 2023 the Board unanimously approved an interim advisory agreement (the “Interim Advisory Agreement”) that meets the requirements of Rule 15a-4 under the 1940 Act, including that it will be in effect for no longer than 150 days following the Closing Date without prior approval of the Fund’s Shareholders. The Interim Advisory Agreement has an identical advisory fee rate and identical terms and provisions as the Existing Advisory Agreement, except for the effective and termination dates, certain escrow provisions, and other immaterial changes. The Interim Advisory Agreement will take effect if Shareholders do not approve the New Advisory Agreement prior to the Closing Date and may be terminated prior to the completion of its 150-day term, and will terminate in the event that Shareholders of the Fund approve the New Advisory Agreement (defined below).
Additionally, in connection with the Change of Control, the Adviser has agreed to take certain actions to rely on the provisions of Section 15(f) of the 1940 Act. Section 15(f) provides a non-exclusive “safe harbor” for the Adviser or any affiliated persons thereof to receive any amount or benefit in connection with a change in control of the Adviser as long as (i) for a period of three (3) years following the Change of Control, at least 75% of the members of the Board of Trustees of the Trust are not “interested persons” as defined in the 1940 Act of the Adviser or its predecessor and (ii) for a period of two years following the Change of Control, there is not imposed an unfair burden on the Fund as a result of the Transaction or any express or implied terms, conditions, or understandings related to the Transaction.
The Transaction WILL NOT CHANGE the Fund’s name or the number of shares you own of the Fund.
The Board has determined that approval of the New Advisory Agreement is in the best interests of the Fund and its Shareholders.
The Board voted unanimously to approve the proposal. The Board recommends that you vote FOR the proposal.
The enclosed Proxy Statement describes the voting process for Shareholders. The proxy votes will be reported at the special meeting of Shareholders scheduled for September 5, 2023. Please submit your proxy via the internet, phone or mail as soon as possible. Specific instructions for these voting options can be found on the enclosed proxy card. To ensure that your vote is counted, your executed proxy card must be received by 11:59 p.m. (Eastern Time) on September 1, 2023.
Thank you for your continued support.
Very truly yours,
Matthew J. Miller
President
Valued Advisers Trust
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VALUED ADVISERS TRUST
KOVITZ CORE EQUITY ETF
(the “Fund”)
July 8, 2021 and[ ], 2023
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
To be Held On September 5, 2023
225 Pictoria Drive, Suite 450, Cincinnati, OH 45246
(877) 714-2327
Notice is hereby given that a special meeting (the “Meeting”) of Shareholders (the “Shareholders”) of the Fund, a series of Valued Advisers Trust, a Delaware statutory trust (the “Trust”), will be held only in virtual meeting formatthe offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 on September 5, 2023, at 10:30 a.m.,00 am Eastern Time, because of public health concerns regardingTime. At the coronavirus pandemic (COVID-19). YouMeeting, Shareholders will not be ableasked to attendvote on the Special Meeting in person. If you arefollowing Proposals with respect to the Fund:
Proposals
1. To approve a shareholder of recordnew investment advisory agreement between the Trust, on behalf of the Fund, and Kovitz Investment Group Partners, LLC (the “Adviser”).
2. To transact such other business as ofmay properly come before the close of business on May 14, 2021,Meeting or any adjournments or postponements thereof.
The Board recommends that you vote FOR this Proposal.
You are entitled to vote at the Meeting, or any adjournment(s), postponement(s) or delay(s) thereto, if you owned shares of the Fund at the close of business on June 26, 2023 (the “Record Date”). 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 Trust at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 or by voting in person at the Meeting (merely attending the Meeting, however, will not revoke any previously submitted proxy). If your shares are held through an intermediary, your intermediary may have different voting instructions or deadlines.
If the necessary quorum to transact business for the Fund, or the vote required to approve the Proposal by the Fund, is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting in accordance with applicable law to permit further solicitation of proxies.
This notice and the accompanying proxy materials are first being sent to Shareholders on or about July [ ], 2023.
YOUR VOTE IS IMPORTANT - PLEASE COMPLETE AND RETURN YOUR PROXY PROMPTLY.
You are cordially invited to attend the Meeting. If you attend the Meeting, you may vote your shares in person. However, we urge you, whether or not you expect to attend the Meeting in person, to
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complete, date, sign and return the enclosed proxy card(s) in the enclosed postage-paid envelope or vote by touch-tone telephone or Internet. We ask for your cooperation in voting your proxy promptly.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting andto Be Held on September 5, 2023
The Proxy Statement is available on the Internet at https://vote.proxyonline.com/vat/docs/kovitz2023.pdf.
If you need assistance, or have any adjournment thereof.questions regarding the Proposal or how to vote your shares, please call EQ Fund Solutions at 1-800-284-7175.
I am writingBy order of the Board of the Trust, on behalf of the BoardFund.
Carol J. Highsmith
Secretary
Valued Advisers Trust
July [ ], 2023
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IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL
While we strongly encourage you to read the full text of Trusteesthe enclosed Proxy Statement, we are also providing you with a brief overview of the matters that Shareholders are being asked to ask for your prompt vote foron at the approval of a new investment advisory agreement. The proposal has been carefully reviewed byMeeting. Your vote is important.
QUESTIONS AND ANSWERS
Q. | What are Shareholders being asked to vote for at the upcoming Special Meeting of Shareholders on September 5, 2023 (the “Meeting”)? |
A. | At the Meeting, Shareholders will be voting on a proposal (the “Proposal”) to approve a new investment advisory agreement (the “New Advisory Agreement”) between Valued Advisers Trust (the “Trust”) on behalf of Kovitz Core Equity ETF (the “Fund”) and Kovitz Investment Group Partners, LLC (the “Adviser”). |
Q. Has the Board of Trustees of the Trust. Trust approved the Proposal?
A. | At an in-person meeting of the Trust’s Board of Trustees (the “Board” and each member a “Trustee”) held on June 1, 2023, which was called for the purpose of approving the New Advisory Agreement, the Board, including the Trustees who are not “interested persons” of the Fund (the “Independent Trustees”), as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), unanimously approved the New Advisory Agreement for the Fund. |
Q. Why am I being asked to vote on the Proposal?
A. | The Adviser currently serves as the Fund’s investment adviser under an investment advisory agreement between the Adviser and the Trust on behalf of the Fund (the “Existing Advisory Agreement”). As the Fund’s investment adviser, the Adviser is responsible for the Fund’s overall investment strategy and its implementation. |
As announced on February 27, 2023, Focus Financial Partners Inc. (“Focus”), the ultimate parent company of the Adviser, agreed to be acquired by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”) and Stone Point Capital LLC (“Stone Point”). Investment vehicles managed by Stone Point will retain a portion of their investment in Focus as part of the transaction with CD&R (the “Transaction”) and will provide new equity financing in connection with the Transaction. The Transaction is anticipated to close in the third quarter of 2023 (the date on which the closing occurs, the “Closing Date”). Following the Closing Date, Focus will be privately owned and its shares will not be publicly traded. Focus is not currently involved in the management of the Fund or the implementation of the investment objective and strategies of the Fund, and none of Focus, CD&R or Stone Point will be involved in such activities following the completion of the Transaction.
The Transaction is anticipated to result in an indirect change of control of the Adviser (the “Change of Control”) that will be deemed an “assignment” as defined by the 1940 Act. To allow the Adviser to continue serving as the investment adviser to the Fund without any interruption after termination of the Existing Advisory Agreement, the Board has approved an interim investment advisory agreement between the Adviser and the Trust on behalf of the Fund (the “Interim Advisory Agreement”) that meets the requirements of Rule 15a-4 under the 1940 Act, including that the
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duration of the Interim Advisory Agreement will be no greater than 150 days following the termination of the Existing Advisory Agreement. The Interim Advisory Agreement will take effect if Shareholders have not approved the New Advisory Agreement prior to the Closing Date and will automatically terminate upon the approval of Shareholders of the Fund of the New Advisory Agreement.
Under Section 15 of the 1940 Act, the Adviser can continue to serve as the investment adviser to the Fund under the New Advisory Agreement only if the agreement is approved by the Independent Trustees unanimously recommendsand Shareholders of the Fund. Accordingly, Shareholders of the Fund are being asked to approve the New Advisory Agreement. No changes in the services provided by the Adviser to the Fund or in the portfolio managers and key investment personnel at the Adviser providing those services are expected as a result of the Transaction.
The implementation of the Proposal is contingent upon the completion of the Transaction. If the Transaction is not completed, then the Existing Advisory Agreement would not be terminated and would remain in effect.
Shareholders are being asked to vote on the New Advisory Agreement, NOT the Transaction itself.
The Proxy Statement provides additional information about the Adviser and the Proposal. The New Advisory Agreement will become effective for the Fund upon the Closing Date or approval of the agreement by Shareholders of the Fund if the Interim Advisory Agreement takes effect.
Q. How does the Board recommend that I vote?
A. | The Board recommends that you vote FOR the Proposal. |
Q. Why is the Board recommending that I approve the Proposal?
A. | The Board recommends that you approve the Proposal (i) to ensure that the operation of your Fund can continue without any interruption and so the Adviser can continue to provide your Fund with the services currently being provided; and (ii) to avoid additional costs to the Fund for seeking alternatives. |
If Shareholders of the Fund do not ultimately approve the New Advisory Agreement, then the Adviser will not be permitted to serve as the Fund’s investment adviser upon the completion of the Transaction. Accordingly, the Board has approved the Interim Advisory Agreement with the Adviser in the event that the Transaction closes and Shareholders of the Fund have not yet approved a new investment advisory agreement. However, if a new investment advisory agreement is not approved within 150 days after the Closing Date, the Board will take such action as it deems to be in the best interests of the Fund and its Shareholders.
Q. How will the Transaction affect me as a Fund Shareholder?
A. | Your Fund and its investment objective and strategies will not change as a result of the completion of the Transaction, and you will still own the same number of shares of the Fund. The terms of the New Advisory Agreement are identical to the terms of the Existing Advisory Agreement, except for the effective and termination dates and a few other immaterial changes. If approved by Shareholders, the New Advisory Agreement will have an initial two-year term and will be subject to annual renewal thereafter. The advisory fee rate charged under the New Advisory Agreement is identical to the advisory fee rate under the Existing Advisory Agreement. The portfolio managers |
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and key investment personnel of the Adviser who are involved in managing the Fund are not expected to change after the Closing Date. In addition, the Trustees will continue in office after the Closing Date. However, there can be no assurance that any particular employee of the Adviser will choose to remain employed by the Adviser before or after the Closing Date.
Q. | Will the Fund’s name change? |
A. No. The Fund’s name will not change as a result of the Transaction.
Q. | Will the fee rate payable under the New Advisory Agreement increase as a result of the Transaction? |
A. | No. The Proposal does not seek any increase in fee rate. Like the Existing Advisory Agreement, the New Advisory Agreement provides for a "unitary" management fee pursuant to which the Adviser pays the expense of the Fund out of its management fee (subject to certain exceptions). |
Q. | Are there any material differences between the terms of the Existing Advisory Agreement and the New Advisory Agreement? |
A. | No. There are no material differences between the terms of the Existing Advisory Agreement and the New Advisory Agreement, other than the effective and termination dates. |
Q. | Will my Fund pay for this proxy solicitation or for the costs of the Transaction? |
A. | No. The Fund will not bear these costs. The Adviser or its parent company have agreed to pay for all costs for this proxy solicitation. |
Q. Why are you vote FORsending me this information the proposal.?
A. | You are receiving these proxy materials because as of the Record Date (defined below), you owned shares in the Fund and have the right to vote on this very important Proposal concerning your investment. |
Q. Who is entitled to vote?
A. | If you owned shares of the Fund as of the close of business on June 26, 2023 (the “Record Date”), you are entitled to vote. |
Q. | How do I vote my shares? |
A. | You can vote in person at the Meeting. If you cannot attend and vote at the Meeting in person, we urge you to vote your shares by submitting your proxy via the internet, phone or mail as soon as possible. Specific instructions for these voting options can be found on the enclosed proxy card. To ensure that your vote is counted, your executed proxy card must be received by 11:59 p.m. (Eastern Time) on September 1, 2023. Please refer to the enclosed proxy card for instructions for voting by telephone, Internet or mail. If your shares are held through an intermediary, your intermediary may have different voting instructions or deadlines. |
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It is very important to receive your vote before July 8, 2021. Voting is quick and easy. Everything you need toQ. What vote is enclosed. Please mark,required to approve the Proposal?
A. | Approval of the Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, which, under the 1940 Act, means an affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at the Meeting 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. The implementation of the Proposal is contingent upon the completion of the Transaction. If the Transaction is not completed, then the Existing Advisory Agreement would not be terminated and would remain in effect. |
Q. | What happens if I sign and return my proxy card but do not mark my vote? |
A. | Your proxy will be voted FOR the proposal. |
Q. May I revoke my proxy?
A. | You may revoke your proxy at any time before it is exercised by giving notice of your revocation in writing to the Trust at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, 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 in person (merely attending the Meeting, however, will not revoke any previously submitted proxy). |
Q. How can I obtain a copy of the Fund’s annual report?
A. | The Fund commenced operations in December 2022 upon the reorganization of two mutual funds managed by the Adviser into the Fund. If you would like to receive a copy of the latest annual report for the predecessor to the Fund, please call (877) 714-2327, write to the Fund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, or visit the Fund’s website at https://www.kovitzetf.com. The annual report will be furnished free of charge. |
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 EQ Fund Solutions at 1-800-284-7175. |
Q. Where and datewhen will the Meeting be held?
A. | The Meeting will be held at the offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 on September 5, 2023, at 10:00 am (Eastern Time). |
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VOTE TODAY!
TO AVOID THE EXPENSE OF A DELAYED MEETING, PLEASE RESPOND PROMPTLY.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
Shareholders are invited to attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is urged to indicate voting instructions on the enclosed proxy cardcard(s), date and promptlysign it, and return it in the enclosed, postage-paid envelope so thatprovided, which needs no postage if mailed in the maximum number of shares may be voted.United States. Alternatively, you may call the toll free number on your proxy card to vote by telephone or vote over the Internet at the website listed on your proxy card. If your shares are held through an intermediary, your intermediary may have different voting instructions or deadlines. To avoid the additional expense of further solicitation, we ask for your cooperation in responding promptly.
You may receive more than one proxy card. Please havebe certain to vote each proxy card you receive.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general instructions for executing proxy cards may be of assistance to you and help avoid the control number fromtime and expense involved in validating your vote if you fail to execute your proxy card available to vote by phone or via the Internet.card(s) properly.
Bradley, Foster & Sargent, Inc. (“BFS”) has served as investment adviser to the Fund since its inception in November 2013. At the Special Meeting, shareholders will be asked to approve a new investment advisory agreement between BFS and the Trust on behalf of the Fund. The new investment advisory agreement (“New Agreement”) has the same advisory fee as, and does not differ from, the prior investment advisory agreement (“Prior Agreement”). The individuals responsible for the day-to-day management of the Fund will not change. You are being asked to approve the New Agreement because the Prior Agreement terminated as a result of the transaction described below.
The shareholders of BFS intend to engage in an equity recapitalization (the “Transaction”) to reallocate capital ownership interests among its management team in an effort to provide for continuing management ownership continuity as a registered investment adviser wholly owned by its employees. You should note that no changes are planned to the portfolio management team or investment approach for the Fund following the Transaction. The Fund’s daily operations and investment activities are not expected to be affected in any way. Additionally, under the new investment advisory agreement, there will be no increase in any fees or expenses the Fund pays as a result of the Transaction.
The Transaction may be deemed to constitute a “change of control,” which, in turn, resulted in an “assignment” of the Prior Agreement. Section 15(a)(4) of the Investment Company Act of 1940, as
1. | Individual Accounts: Your name should be signed exactly as it appears in the registration on the proxy card. |
2. | Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration. |
3. | All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card. For example: |
amended (the “1940 Act”) requires the automatic termination of an advisory contract when it is assigned and thus the Prior Agreement was terminated. Shareholders of the Fund are being asked to vote to approve the New Agreement so that the management of the Fund may continue without interruption.Registration Valid Signature
At a meeting of the Board of Trustees of the
A. 1) ABC Corp. 2) ABC Corp. c/o John D. Smith, Treasurer | John D. Smith, Treasurer John D. Smith, Treasurer |
B. 1) ABC Corp. Profit Sharing Plan ABC Trust
| Jane B. Smith, Trustee Jane B. Smith, Trustee |
C. 1) Jane B. Smith, Cust. f/b/o | Jane B. Smith Mary C. Smith UGMA |
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VALUED ADVISERS TRUST
BFS Equity FundKOVITZ CORE EQUITY ETF
a series of(the “Fund”)
Valued Advisers Trust225 Pictoria Drive, Suite 450, Cincinnati, OH 45246
PROXY STATEMENT
225 Pictoria Dr., Suite 450Cincinnati, Ohio 45246
Important Notice Regarding Availability of Proxy Materials for the
Shareholder Meeting to be held on July 8, 2021
This Proxy Statement is Available online at the Following Website:
_____________
NOTICE OFFOR THE SPECIAL MEETING OF SHAREHOLDERS
To Be Held On September 5, 2023
To ShareholdersThis Proxy Statement is furnished in connection with the solicitation of BFS Equityproxies on behalf of the Board of Trustees (the “Board” or the “Trustees”) of Valued Advisers Trust (the “Trust”), a Delaware statutory trust, on behalf of the Fund, (the “Fund”):
Notice is hereby given thatto be used at a special meeting of Shareholders (the “Shareholders”) to be held in the shareholdersoffices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 on September 5, 2023 at 10:00 am (Eastern Time) and at any adjournment(s), postponement(s) or delay(s) thereof (such meeting and any adjournment(s), postponement(s) or delay(s) being referred to as the “Meeting”).
The solicitation of proxies for use at the Meeting is being made by the Fund by the mailing on or about July [ ] of the Fund (the “Special Meeting”) will be held on July 8, 2021 and will be held only in virtual meeting format, at 10:30 a.m., Eastern Time, becauseNotice of public health concerns regarding the coronavirus pandemic (COVID-19). The Special Meeting will be held for the following purposes, which are more fully described inof Shareholders, this Proxy Statement and the accompanying Proxy Statement:
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The Board of Trustees recommends you vote FOR the Proposal identified in this Proxy Statement. The Board of Trustees of the Trust and officers, employees and agents of the Kovitz Investment Group Partners, LLC (the “Adviser”), and/or its affiliates. Authorization to execute proxies may be obtained from Shareholders through instructions transmitted by telephone, email or other electronic means.
At the Meeting, Shareholders of the Fund will be asked to vote on the following proposals with respect to the Fund:
Proposals
1. To approve a new investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser.
2. To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
The Board has fixedset the close of business on May 14, 2021June 26, 2023, as the record date (the “Record Date”) for the determinationMeeting, and only Shareholders of shareholdersrecord on the Record Date will be entitled to notice of, and to vote on this proposal at the Special Meeting or any postponement or adjournment thereof.Meeting. The number of outstanding shares of the Fund, as of the close of business on the Record Date, is set forth in Appendix Ato this Proxy Statement. Additional information regarding outstanding shares and voting your proxy is included at the end of this Proxy Statement in the sections titled “General Information” and “Voting Information.” The Fund commenced operations in December 2022 following the reorganization of two mutual funds managed by the Adviser into the Fund.
To request a copy of the Proxy Statement is availableor the annual report of the predecessor to youthe Fund, please call (877) 714-2327, write to the Fund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, or visit the Fund’s website at https://vote.proxyonline.com/vat/docs/bfsequity.pdf. Information on how to vote can be obtained by calling (866) 828-6951. Representatives are available Monday through Friday from 9:00 a.m. to 10:00 p.m. Eastern time. You will not be able to attendwww.kovitzetf.com/ for the Special Meeting in person.
We urge you to mark, sign, date and mail the enclosed proxy in the postage-paid envelope provided as soon as possible so that you will be represented at the Special Meeting.
By order of the Board of Trustees of the Trust,
Carol Highsmith
Vice President and Secretary
________, 2021annual
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PROXY STATEMENT
BFS Equity Fund
a series of
Valued Advisers Trust
225 Pictoria Dr., Suite 450Cincinnati, Ohio 45246
INTRODUCTION
The enclosed proxy is solicited byreport, or https://vote.proxyonline.com/vat/docs/kovitz2023.pdf for the Board of Trustees (the “Board”) of Valued Advisers Trust (the “Trust”)Proxy Statement. You may also call for use at the Special Meeting of Shareholders (the “Special Meeting”)information on how to obtain directions to be held on July 8, 2021 at 10:30 a.m., Eastern Time, and any postponement or adjournment thereof, for action upon the matters set forth in the accompanying Notice of the Special Meeting of Shareholders (the “Notice”). Shareholders of record at the close of business on May 14, 2021 are entitled to be present virtually and to vote at the Special Meeting or any postponed or adjourned session thereof. Shareholders of record will not be permittedable to attend the Special Meeting in person because of concerns about COVID-19. The Notice, this Proxy Statement and the enclosed proxy card are first being mailed to shareholders on approximately _______, 2021.
The Trustees recommend that you vote:
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Shareholders of the Fund will vote on the Proposal. Each whole share is entitled to one vote as to any matter on which it is entitled to vote and each fractional share is entitled to a proportionate fractional vote. Shares represented by your duly executed proxy will be voted in accordance with your instructions. If no instructions are made on a submitted proxy, the proxy will be voted FOR the Proposal.
person.
PROPOSAL
APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTTable of Contents
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on September 5, 2023 | 5 |
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL | 6 |
GENERAL OVERVIEW | 15 |
Reliance on Section 15(f) of the 1940 Act | 16 |
Post-Transaction Structure and Operations | 16 |
PROPOSAL: APPROVAL OF THE NEW ADVISORY AGREEMENT | 17 |
Affiliated Service Providers, Affiliated Brokerage and Other Fees | 19 |
Information about the Adviser | 19 |
Required Vote | 19 |
BOARD CONSIDERATIONS | 20 |
Summary of Board Meetings and Considerations | 20 |
Board Approval of the Investment Advisory Agreement | 20 |
Information about the Interim Advisory Agreement | 24 |
GENERAL INFORMATION | 24 |
Ownership of Shares | 24 |
Other Information | 24 |
Payment of Solicitation Expenses | 24 |
Delivery of Proxy Statement | 24 |
Other Business | 25 |
Submission of Shareholder Proposals | 25 |
Principal Underwriters and Administrator | 25 |
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on September 5, 2023 | 26 |
Reports to Shareholders and Financial Statements | 26 |
VOTING INFORMATION | 26 |
Voting Rights | 26 |
Attending the Meeting | 27 |
Quorum; Adjournment | 27 |
Required Vote | 27 |
APPENDIX LIST | 28 |
Appendix A | 29 |
Appendix B | 30 |
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Appendix C | 31 |
Appendix D | 32 |
Appendix E | 33 |
Appendix F | 34 |
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BackgroundGENERAL OVERVIEW
The Transaction
Bradley, Foster & Sargent, Inc. (“BFS”Kovitz Investment Group Partners, LLC (the “Adviser”) has servedserves as investment adviser to the BFSKovitz Core Equity FundETF (the “Fund”) since the Fund’s inception in November 2013. BFS was formed in 1993 and is independently owned and managed by fifteen principals of the firm.
On ____, 2021, the shareholders of BFS engaged in an equity recapitalization (the “Transaction”) to ensure continuity as a registered investment adviser wholly owned by its employees. When consummated, the Transaction will result in certain first-generation founders of the firm transitioning their leadership roles to a second-generation of shareholders. The transition of management has already resulted in changes to the membership of the Advisor’s Board of Directors. Rob Bradley will maintain his position as Chairman of the Advisor and continue in his full-time portfolio manager role. Tim Foster resigned from the Board of BFS coincident with the sale of his equity interest back to BFS, as of March 31, 2020. Keith LaRose and Tom Sargent have been named to the Board of BFS. Steve Willcox, the President and CEO of BFS, will continue as a member of the Board of BFS until his expected retirement on or around December 31, 2021. The Board of BFS is fully empowered to manage the organization.
As a result of the Transaction, Rob Bradley’s ownership of BFS will be reduced from 34.7% to 17.3%. Following the Transaction, no individual employee of BFS will have a controlling interest (above 25%) in the firm.
The Transaction is being undertaken by BFS with its clients clearly in focus. Modifications to BFS’s corporate governance documents, which were required to implement the Transaction, have been structured to ensure continuity of BFS as an independent employee-owned and managed investment advisor, which BFS believes is in the best interests of its clients, including the Fund.
The Transaction may be deemed to have constituted a “change of control” which, in turn, resulted in an assignment ofunder the investment advisory agreement between BFSthe Adviser and Valued Advisers Trust (the “Trust”), on behalf of the Fund (the “Existing Advisory Agreement”). As the Fund’s investment adviser, the Adviser is responsible for the Fund’s overall investment strategy and its implementation.
As announced on February 27, 2023, Focus Financial Partners Inc. (“Focus”), a partnership of independent fiduciary wealth management firms and the Trustultimate parent company of the Adviser, agreed to be acquired by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”) and Stone Point Capital LLC (“Stone Point”) (the "Prior Agreement"“Transaction”). Following the Transaction, Focus will be privately owned and its shares will not be publicly traded. After the date of closing of the Transaction (the “Closing Date”), which is anticipated in the third quarter of 2023, the Adviser will continue to serve as the Fund’s investment adviser pursuant to an Interim Advisory Agreement (as defined and discussed in more detail below). Focus is not currently involved in the management of the Fund or the implementation of the investment objective and strategies of the Fund, and none of Focus, CD&R or Stone Point will be involved in such activities following the completion of the Transaction.
The portfolio managers and key investment personnel who currently manage the Fund are expected to continue to do so after the Closing Date. The Transaction is anticipated to result in an indirect change of control of the Adviser (the “Change of Control”). Consistent with applicable requirements under the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), the Existing Advisory Agreement contains a provision that the agreement will automatically terminate in the event of its “assignment” (as defined in the 1940 Act). The Change of Control will be deemed an assignment of the Existing Advisory Agreement, triggering the automatic termination of such agreement.
To continue to provide for continuity in the operation of the Fund, you are being asked to approve a new investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (the “New Advisory Agreement”).
Under the New Advisory Agreement, the Adviser will provide investment advisory services to the Fund on the same terms and for the same fees that are currently in effect. The Fund’s investment objective, policies, risks, principal or non-principal strategies, and fundamental or non-fundamental investment restrictions, will not change as a result of the Transaction. In addition, the investment advisory personnel who currently manage the Fund are expected to continue to do so after the Closing Date. In addition, the Trustees will continue in their positions after the Closing Date.
To provide for continuity in the operation of the Fund in the event that Shareholders do not approve the New Advisory Agreement prior to the Closing Date, at a meeting held on June 1, 2023, the Board unanimously approved an interim investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (the “Interim Advisory Agreement”) that will take effect immediately upon the Closing Date if Shareholders have not approved the New Advisory Agreement. In reliance upon applicable rules under the 1940 Act, the Adviser will be permitted to provide investment advisory services to the Fund under the Interim Advisory Agreement for up to 150 days following the Closing Date, and may do so without having received the prior approval of Shareholders of the Fund. The terms and conditions of the Interim Advisory Agreement are identical to the terms of the Existing Advisory Agreement, except for the effective and termination dates and certain escrow provisions. Fees payable under the Interim Advisory Agreement will be no greater than would have been paid under the Existing Advisory Agreement. The Interim Advisory Agreement may be terminated prior to the completion of its 150 day term, including in the event that
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Shareholders of the Fund approve the New Advisory Agreement, which would become effective and replace the Interim Advisory Agreement.
The Transaction will NOT CHANGE your Fund’s name or the number of shares you own of the Fund.
About the Adviser
Kovitz Investment Group Partners, LLC, 71 South Wacker Drive, Suite 1860, Chicago, IL 60606, is the Fund’s current investment adviser. Since its organization in 2003, the Adviser has provided investment advisory and administrative services primarily to high net worth individuals and institutional clients. As of March 31, 2023, the Adviser had approximately $7 billion in assets under management.
The Adviser is an indirect, wholly owned subsidiary of Focus Financial Partners, LLC, 875 Third Avenue, 28th Floor, New York, NY 10022 (“Focus LLC”). The sole managing member of Focus LLC is Focus Financial Partners Inc. Focus LLC, a Delaware limited liability company headquartered in New York City, is a strategic and financial investor in and acquiror of independently-managed wealth and asset management firms in the U.S. and abroad. Focus LLC was formed in Delaware on November 30, 2004, and Focus was incorporated in Delaware on July 29, 2015.
Reliance on Section 15(a)(4)15(f) of the 1940 Act effectively
The Board has been advised that, in connection with the Transaction, certain parties to the Transaction Agreement intend to rely on Section 15(f) of the 1940 Act, which requires satisfaction of two conditions. Section 15(f) of the 1940 Act provides a non-exclusive safe harbor for an investment adviser to an investment company, and any of the investment adviser’s affiliated persons (as that term is defined in the 1940 Act), to receive any amount or benefit in connection with a change in control of an investment adviser, such as those specified in the Transaction Agreement.
The first condition of Section 15(f) is that for a period of three years following the change of control, which is the Closing Date, at least 75% of the members of the Board of Trustees of the Trust shall not be “interested persons” (as defined in the 1940 Act) of the Adviser or its predecessor.
The second condition of Section 15(f) is that, for a period of two years following the Closing Date, there must not be imposed on the Fund any “unfair burden” as a result of the Transaction or any express or implied terms, conditions, or understandings related to the Transaction. An “unfair burden” would include any arrangement whereby an “adviser” (such as the Adviser) or an “interested person” of an “adviser,” would receive or be entitled to receive any compensation, directly or indirectly, from the Fund or its Shareholders (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 Fund (other than bona fide ordinary compensation as principal underwriter for the Fund).
Focus has agreed that it will conduct its business, and will, to the extent within its reasonable control, cause each of its affiliates to conduct their businesses, in a manner to enable reliance upon the conditions of Section 15(f) of the 1940 Act, including not imposing any “unfair burden” on the Fund for at least two years from the Closing Date.
Post-Transaction Structure and Operations
It is intended that, after the Closing Date, the Adviser will continue to serve as the Fund’s Adviser pursuant to an Interim Advisory Agreement. The Transaction will not result in any material change in the day-to-day management of the Fund. In addition, the portfolio managers and key investment personnel who
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currently manage the Fund are expected to continue to do so after the Closing Date. However, there can be no assurance that any particular employee of the Adviser will choose to remain employed by the Adviser after the Closing Date.
The Transaction will not result in any changes to the organization and structure of the Fund. Your Fund and its investment objective and strategies will not change as a result of the completion of the Transaction, and you will still own the same number of shares of the Fund. The Fund’s name will not change as a result of the Transaction. The Trustees will continue in office after the Closing Date and will continue to make decisions regarding the independent registered public accounting firm, custodian, administrator, distributor and transfer agent of the Fund. No changes to the Fund’s existing service providers other than the approval of the investment advisory agreement are proposed or planned by the Board or the Adviser at this time in connection with the Transaction.
PROPOSAL: APPROVAL OF THE NEW ADVISORY AGREEMENT
Background
Kovitz Investment Group Partners, LLC (the “Adviser”) currently serves as investment adviser to the Fund under an investment advisory agreement between Valued Advisers Trust (the “Trust”), on behalf of the Fund and the Adviser dated October 3, 2022 (the “Existing Advisory Agreement”). The Existing Advisory Agreement was last approved by the initial shareholder on December 7, 2022.
As required by the Investment Company Act of 1940, as amended (the “1940 Act”), the Existing Advisory Agreement provides for automatic termination in the event of an assignment, which will occur upon the closing date (“Closing Date’) of the Transaction (as defined and described above). To provide for continuity in the operation of the Fund, at a meeting held on June 1, 2023, the Board unanimously approved the New Advisory Agreement and an interim investment advisory contract when it is assigned. As a result,agreement between the Prior Agreement has been terminated. Accordingly, shareholdersAdviser and the Trust, on behalf of the Fund (the “Interim Advisory Agreement”).
The Proposal
Shareholders of the Fund are being asked to approve a new managementinvestment advisory agreement between BFS and the Trust, (the "New Agreement") so that managementon behalf of the Fund, mayand the Adviser (the “New Advisory Agreement”). As described above, approval of the New Advisory Agreement is sought so that the operation of the Fund can continue without any interruption.
If the New Advisory Agreement is approved by shareholdersthe Shareholders of the Fund, the New Advisory Agreement will become effective for the Fund on the shareholder meetingClosing Date or upon the date of approval by Shareholders if the Interim Advisory Agreement takes effect.
Board Approval and Recommendation
On June 1, 2023, the Board, including any adjournments or postponements (the “Effective Date”). BFS has entered into a new expense limitation agreement that is substantially the same as the agreement that was previously in place but has an initial term ending September 30, 2022.
The Transaction didTrustees who are not result in any changes to the organization or structure“interested persons” of the Fund. AfterFund or the Effective Date, BFS will continue to serve asAdviser within the Fund's investment adviser and nonemeaning of the Fund's other service providers will change1940 Act (the “Independent Trustees”), determined that approval of the New Advisory Agreement is in connection with the Transaction. Thebest interest of the Fund will continue to be team-managed by same portfolio managers – Mr. Robert H. Bradley, Mr. Keith G. LaRose, and Mr. Thomas D. Sargent.its Shareholders, unanimously approved the New Advisory Agreement for the Fund and 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 titled “Board Considerations.”
Description of the Existing Advisory Agreement and the New Advisory Agreement
A New Advisory Agreement is being proposed for the Fund. The Priorform of New Advisory Agreement is set forth in Appendix F to this Proxy Statement. The advisory fee rate under the New Advisory Agreement is identical to the fee rate under the Fund’s Existing Advisory Agreement. Like the Existing Advisory Agreement, the New Advisory Agreement provides for a "unitary" management fee pursuant to which the Adviser pays the expense of the Fund out of its management fee (subject to certain exceptions). The annual advisory fees payable to the Adviser are set forth in Appendix B.
Differences between the Existing Advisory Agreement and the New Advisory Agreement
Bradley, Foster & Sargent, Inc. (“BFS”) has servedThe New Advisory Agreement is the same as the Fund’s investment adviser since the Fund’s inception in November 2013, pursuant to the Prior Agreement. The PriorExisting Advisory Agreement, except for the Fund was initially approved byeffective and termination dates and a few immaterial terms. The New Advisory Agreement will be effective as of the Board for aClosing Date or as of the date of Shareholder approval of the Proposal, if later than the Closing Date. The New Advisory Agreement will have an initial term of two years on July 23, 2013, and was also approvedmay be continued for one year terms thereafter. For a more complete understanding of the agreements, you should read the form of New Advisory Agreement contained in Appendix F.
Interim Advisory Agreement
Under the agreement between Focus and investment vehicles affiliated with CD&R and Stone Point (the “Transaction Agreement”), Focus agreed to cause the Adviser to use commercially reasonable efforts to obtain approval of a new investment advisory agreement for the Fund advised by the Fund’s initial shareholder. The following table describes the advisory fees paid to BFS and the fees waivedAdviser, by BFS pursuant to an expense limitation agreement during the most recent three fiscal years ended May 31, 2019, 2020, and 2021.
Fiscal Year Ended |
Advisory Fees Accrued | Fee Waiver/ Expense Reimbursement |
Net Advisory Fees Paid |
May 31, 2019 | $261,074 | ($110,755) | $150,319 |
May 31, 2020 | $298,463 | ($108,051) | $190,412 |
May 31, 2021 | $ | ($ ) | $ |
The Interim Agreement
At its April 28, 2021 meeting, the Board including by separate vote of a majorityand Shareholders of the Independent Trustees, reviewed and approvedFund. The Closing Date is anticipated to occur in the third quarter of 2023.
Accordingly, as discussed above, an interim investment advisory agreement between BFS and the Trust, on behalf of the Fund, and the Adviser (the "Interim Agreement"“Interim Advisory Agreement”). will take effect upon the Closing Date. On June 1, 2023, the Board, including the Independent Trustees, unanimously approved the Interim Advisory Agreement in order to assure continuity of investment advisory services to the Fund after the Closing Date.
The terms of the Interim Advisory Agreement are identical to those of the Existing Advisory Agreement and the New Advisory Agreement, except for the effective and termination dates and certain escrow provisions described below. Fees payable under the Interim Advisory Agreement will be no greater than would have been paid under the Existing Advisory Agreement. The Interim Advisory Agreement took effect on _____, 2021 and will continue in effect for a term ending on the earlier of 150 days from its effectivenessthe Closing Date (the “150-day period”) or the date that shareholderswhen Shareholders of the Fund approve the New Advisory Agreement.
The terms of Pursuant to Rule 15a-4 under the Interim Agreement are substantially1940 Act, compensation earned by the same as those of the Prior Agreement, except for certain provisions that are required by law and except that the date of the Interim Agreement is made current. The provisions required by law include a requirement that fees payableAdviser under the Interim Advisory Agreement will be paid intoheld by the Fund’s custodian in an interest-bearing escrow account. If Shareholders of the Fund's shareholdersFund approve the New Advisory Agreement by the end of the 150-day period with respect to the Fund, the amount held in the escrow account under the Interim Advisory Agreement (including interest earned) will be paid to the Adviser. If Shareholders of the Fund do not ultimately approve the New Advisory Agreement by the end of the 150-day period, the compensation (plus any interest earned thereon) payableBoard will take such actions as it deems to be in the best interests of the Fund, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Advisory Agreement will be paid to BFS. However, if the New Agreement is not approved, only the lesser of the costs incurred (plus interest)interest earned on such amount) or the total amount held in the escrow account (including interest) will be paidwith respect to BFS.
The Fund had been operating pursuant to an expense limitation agreement whereby BFS was limiting the operating expenses of the Fund at 1.00%, subject to certain exceptions. This expense limitation agreement terminated automatically due to the assignment of the Prior Agreement. However, in conjunction with the implementation ofunder the Interim Advisory Agreement, andplus interest earned on such amount. The Interim Advisory Agreement may be terminated by the Board’s approvalTrust’s Board of the New Agreement, BFS has entered into an expense limitation agreement to cap fees at 1.00%, which is described in more detail below.
The Terms of the Prior Agreement and the New Agreement and the New Expense Limitation Agreement
At its April 28, 2021 meeting, the Board, includingTrustees or a majority of the Independent Trustees, reviewed and approved the New Agreement between BFS and the Trust, and recommended that shareholders approve the New Agreement. It is anticipated that, if approved by shareholders, the New Agreement will become effectiveFund’s outstanding voting securities at any time, without payment of any penalty, on the shareholder meeting date, including any adjournments or postponements (the “Effective Date”). The New Agreement is identical10 calendar days written notice to the Prior Agreement, except with respect to its date. Set forth below is a summary of all material terms of the New Agreement. The form of the New Agreement is included as Appendix A. The summary of all material terms of the NewAdviser.
Agreement below is qualified in its entirety by referenceAffiliated Service Providers, Affiliated Brokerage and Other Fees
During the Fund’s most recently completed fiscal year, the Fund made no material payments to the formAdviser or any affiliated person of New Agreement includedthe Adviser for services provided to the Fund except as Appendix A.
set forth on Appendix C to this Proxy Statement.
The advisory fee rate underFund paid no brokerage commissions within the Prior Agreement andlast fiscal year to (i) any broker that is an affiliated person of the New AgreementFund or an affiliated person of such person, or (ii) any broker an affiliated person of which is an affiliated person of the Fund or the Adviser.
Information about the Adviser
Kovitz Investment Group Partners, LLC, 71 South Wacker Drive, Suite 1860, Chicago, IL 60606, is the same. Fund’s current investment adviser. Since its organization in 2003, the Adviser has provided investment advisory and administrative services primarily to high net worth individuals and institutional clients. As of March 31, 2023, the Adviser had approximately $7 billion in assets under management.
The annualized advisory fee rate paid to BFS byAdviser is an indirect, wholly owned subsidiary of Focus Financial Partners, LLC, 875 Third Avenue, 28th Floor, New York, NY 10022 (“Focus LLC”). The sole managing member of Focus LLC is Focus Financial Partners Inc. Focus LLC, a Delaware limited liability company headquartered in New York City, is a strategic and financial investor in and acquiror of independently-managed wealth and asset management firms in the Fund will remain at 0.75%U.S. and abroad. Focus LLC was formed in Delaware on November 30, 2004, and Focus was incorporated in Delaware on July 29, 2015.
Mitchell A. Kovitz, Joel D. Hirsh, Bryan L. Engler, and Jonathan A. Shapiro are the portfolio managers responsible for the day-to-day management of the Fund’s average daily net assets.Fund.
The New Agreement would require BFS to provide the same services as provided under the Prior Agreement. BFS shall, subject to the supervisionMitchell A. Kovitz, CFA, CPA – portfolio manager of the Board, regularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for the Fund, consistent with its investment objectives and policies. BFS shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund and what portionchief executive officer, portfolio manager and principal of the Fund’s assets shall be held uninvested in cash, subject always toAdviser. Mr. Kovitz has been managing the provisions ofFund and previously the Trust’s Agreement and Declaration of Trust, as amended and supplemented, Bylaws and the Fund’s registration statement and with the investment objectives, policies and restrictionspredecessor fund since 2011.
Joel D. Hirsh, CFA – portfolio manager of the Fund as eachand portfolio manager and principal of the same shall be from time to time in effect.Adviser. Mr. Hirsh has been managing the Fund and previously the predecessor fund since 2011.
The New Agreement has the same duration and termination provisions as the Prior Agreement. The New Agreement will have an initial term of two years from its effective date and will continue from year to year so long as its renewal is specifically approved by (a) a majorityBryan L. Engler, CFA – portfolio manager of the Trustees who are not parties to the New AgreementFund and who are not "interested persons" (as defined in the 1940 Act) of any party to the New Agreement, cast in person at a meeting called for the purpose of voting on such approvalportfolio manager and a majority voteprincipal of the Trustees or (b) by vote ofAdviser. Mr. Engler has been managing the Fund and previously the predecessor fund as a majorityportfolio manager of the voting securitiesAdviser since 2021.
Jonathan A. Shapiro, MBA, CFA – portfolio manager of the Fund. It may be terminated byFund and principal of the Adviser. Mr. Shapiro has been managing the Fund and previously the predecessor fund since 2011.
Information regarding the principal executive officer, directors and certain other officers of the Adviser and its affiliates and certain other information is attached in Appendix D to this Proxy Statement. None of the officers or Trustees of the Trust withoutare affiliated with the payment of any penalty, by a voteAdviser.
Required Vote
Approval of the Board or with respect to the Fund, uponProposal requires the affirmative vote of a majority“majority of the outstanding voting securitiessecurities” of the Fund. It may also be terminated at any time upon 60 days' notice withoutFund, which, under the payment of any penalty by the Board, by a1940 Act, means an affirmative vote of the lesser of (a) 67% or more of the shares of a majorityFund present at the Meeting if the holders of more than 50% of the outstanding voting securitiesshares are present or represented by proxy, or (b) more than 50% of the Fund or by BFS.outstanding shares. The New Agreement will terminate automatically in the event of its assignment.
The New Agreement and the Prior Agreement subject BFS to the same standard of care and liability.
BFS has entered into a new expense limitation arrangement whereby it has contractually agreed to waive or limit its fees and to assume certain other expensesimplementation of the Fund until September 30, 2022, so that total annual operating expenses of the Fund do not exceed 1.00%. This contractual arrangement may only be terminated by mutual consent of BFS and the Board, and it will automatically terminate upon the termination of the Interim Agreement, if the New Agreement is not approved, or upon the termination of the New Agreement. This operating expense limitation does not apply to: (i) interest, (ii) taxes, (iii) brokerage commissions, (iv) other expenditures which are capitalized in accordance with generally accepted accounting principles, (v) other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (vi) dividend expense on short sales, (vii) expenses incurred under a plan of distribution under Rule 12b-1, and (viii) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable, in any fiscal year. The operating expense limitation also excludes any “Acquired Fund Fees and Expenses,” which are the expenses indirectly incurred by the Fund as a result of investing in money market funds or other investment companies, including exchange-traded funds, that have their own expenses. Each waiver or reimbursement of an expense by BFS is subject to repayment by the Fund within the three years following such waiver or reimbursement, provided that the Fund is able to make the repayment without exceeding the expense limitation in place at the time of the waiver or reimbursement and the expense limitation in place at the time of the repayment.
Information Concerning BFSProposal is contingent upon the completion of the Transaction. If the Transaction is not completed, then the Existing Advisory Agreement would not be terminated and would remain in effect.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE FOR THE PROPOSAL.
BOARD CONSIDERATIONS
BFS, located at 185 Asylum Street, City Place II, Hartford, Connecticut 06103, was formed in 1993. BFS serves individuals, retirement plans, corporationsSummary of Board Meetings and institutions, and as of May 31, 2021 had assets under management of approximately $___ billion. The names, addresses, and principal occupationConsiderations
All of the principal executive officers of BFS are set forth below. No changes are anticipated to this information as a resultTrustees, including all of the Transaction.
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Board Considerations in ApprovingIndependent Trustees, met on June 1, 2023 (the “Meeting”) to determine whether to approve the New Advisory Agreement and to recommend approval to Shareholders. At the Meeting and throughout the process of considering the New Advisory Agreement, the Board was advised by counsel to the Trust.
In their consideration of the approval of the New Advisory Agreement, the Board requested certain materials as they deemed necessary from the Adviser and evaluated their responses thereto. During the Meeting, senior representatives of the Adviser provided information to the Board regarding the Adviser’s personnel and operations. The Board also reviewed the terms of the New Advisory Agreement and considered its possible effects on the Fund and its Shareholders.
During the Meeting, representatives of the Adviser indicated their belief, based on discussions with Focus, that the approval of the New Advisory Agreement would not adversely affect (i) the continued operation of the Fund; or (ii) the capabilities of the senior personnel and investment advisory personnel of the Adviser who currently manage the Fund to continue to provide these and other services to the Fund at least equivalent to the current level. The Adviser recommended that the Board approve the New Advisory Agreement and that the Board recommend that Shareholders approve the New Advisory Agreement.
Board Approval of the Investment Advisory Agreement
Advisory Agreements
At a meeting held on April 28, 2021the Meeting, the Board, including the Independent Trustees considered the approval of the Interim Advisory Agreement for a period ending on the earlier of 150 days from the Closing Date or when Shareholders of the Fund approve the New Advisory Agreement, between BFS and the TrustNew Advisory Agreement, for an initial two-year term, renewable annually thereafter (collectively, the “Advisory Agreements”).
Factors Considered in Approving the Advisory Agreements
In connection with respect to the Fund. BFS provided written information toBoard’s review of the Advisory Agreements, key personnel of the Adviser discussed with the Board to assista variety of matters, including the Board in its considerations.following:
· | No material changes are currently contemplated and no diminution is anticipated as a result of the Transaction in the nature, quality, or extent of services currently provided to the Fund and its Shareholders. |
· | All of the key investment advisory personnel of the Adviser who currently assist in the management of the Fund are expected to continue to do so after the Transaction. |
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· | The terms and conditions of the New Advisory Agreement, including the Fund’s contractual fee rate, are the same as the Existing Advisory Agreement, except for the effective and termination dates and a few immaterial terms. |
· | The Fund will continue to receive the benefit of the strong compliance culture and financial resources of Focus following the Transaction. |
· | Focus has agreed that it will conduct its business, and will, to the extent within its reasonable control, cause each of its affiliates to conduct their businesses, in a manner to enable reliance upon the conditions of Section 15(f) of the 1940 Act, including not imposing any “unfair burden” on the Fund for at least two years from the Closing Date. |
The Board discussed the existing arrangements between BFSthe Adviser and the Trust with respect to the Fund. The Board discussed with Counsel, among other things, the fiduciary duties and responsibilities of the Board in reviewing and approving the New Advisory Agreement. Counsel discussed with the Trustees the types of information and factors that should be considered by the Board in order to make an informed decision regarding the approval of the New Advisory Agreement, including the following material factors: (i) the nature, extent, and quality of the services to be provided by BFS;the Adviser; (ii) the investment performance of the Fund, (iii) the costs of the services to be provided and profits to be realized by BFSthe Adviser from the relationship with the Fund; (iv) the extent to which economies of scale would be realized if the Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Fund’s investors; and (v) BFS’sthe Adviser’s practices regarding possible conflicts of interest.
The Trustees relied in part on their past experience with BFSthe Adviser in managing the Fund, due to the fact that the personnel and management of BFSthe Adviser is expected to remain the same as that currently in place and that no changes are expected as a result of the Transaction. They also considered that the New Advisory Agreement
is identical to the PriorExisting Advisory Agreement (except for the date of effectiveness). They reflected upon their experience with BFS,the Adviser, including the information furnished for the Board’s review and consideration in the past at regular Board meetings, as well as information specifically prepared and/or presented in connection with the current approval process, including information presented at the meeting.Meeting.
In assessing the factors and reaching its decision, the Board considered information furnished by BFSthe Adviser and the Trust’s other service providers for the Board’s review and consideration throughout the year, as well as information specifically prepared and/or presented in connection with the approval process, including: (i) reports regarding the services and support provided to the Fund and its shareholders by BFS;the Adviser; (ii) quarterly assessments of the investment performance of the Fund by personnel of BFS;the Adviser; (iii) commentary on the reasons for the performance; (iv) presentations by BFSthe Adviser addressing its investment philosophy, investment strategy, personnel and operations; (v) compliance and audit reports concerning the Fund and BFS;the Adviser; (vi) disclosure information contained in the registration statement for the Fund and the Form ADV of BFS;the Adviser; and (vii) a memorandum from counsel, that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the New Advisory Agreement. The Board also requested and received various informational materials including, without limitation: (a) documents containing information about BFS,the Adviser, including its financial information; a description of its personnel and the services it provides to the Fund; information on BFS’s
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the Adviser’s investment advice and performance; summaries of Fund expenses, compliance program, current legal matters, and other general information; (b) comparative expense and performance information for other mutual funds with strategies similar to the Fund; and (c) the benefits to be realized by BFSthe Adviser from its relationship with the Fund. In considering the foregoing, the Board also considered the impact, if any, that the Transaction would have on the ability of BFSthe Adviser to continue to provide a similar level and quality of services to the Fund and its shareholders as had previously been provided. The Board did not identify any particular information that was most relevant to its consideration to approve the New Advisory Agreement and each Trustee may have afforded different weight to the various factors. In deciding whether to approve the New Advisory Agreement, the Trustees considered the factgsfactors and came to the conclusions set forth below.
1. | The nature, extent, and quality of the services to be provided by |
2. | Investment Performance of the Fund and |
Trustees also considered the consistency of BFS’s management of the Fund with its investment objectives, strategies, and limitations. The Trustees noted that the Fund had underperformed as compared to its benchmark for the one-year, three-year, five-year, and since inception periods ended December 31, 2020. They also noted that the Fund had underperformed as compared to the median of its Morningstar custom category for the one-year, three-year, five-year and since inception periods. With regard to the custom peer group, the Trustees noted that the Fund had also underperformed as compared to the median for the one-year, three-year, five-year and since inception periods ended December 31, 2020. The Board reviewed the performance of BFSthe Adviser in managing a composite with investment strategies similar to that of the Fund and observed that the Fund’s performance was above the composite for the calendar year 2019 and below the composite for the calendar year 2020.comparable. The Trustees took into consideration discussions with representatives of BFSthe Adviser regarding the reasons for the performance of the Fund. After further reviewing and discussing these and other relevant factors, the Board concluded, in light of all the facts and circumstances, that the investment performance of the Fund and BFSthe Adviser was satisfactory.
3. | The costs of the services to be provided and profits to be realized by |
4. | The extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors. The Board considered the Fund’s proposed fee arrangements with |
5. | Possible conflicts of interest and benefits to |
assigned to the Fund; the basis of decisions to buy or sell securities for the Fund and/or BFS’s other accounts; and the substance and administration of BFS’s code of ethics. The Trustees also considered disclosure in the registration statement of the Trust relating to BFS’s potential conflicts of interest. The Trustees noted that BFS does not utilize soft dollars. The Trustees noted other potentialWith respect to benefits to BFS, including the factAdviser (in addition to fees under the New Advisory Agreement), the Board noted that the Adviser would benefit from its relationship with the Fund as the Fund provides an attractiveinvestment vehicle for smaller accounts, which may increase the total assets under management by BFS. Based on the foregoing,Adviser’s advisory clients with small balances. Following further consideration and discussion, the Board determined that the Adviser’s standards and practices of BFS relating to the identification and mitigation of potential conflicts of interest were satisfactory and the anticipated benefits to be realized by BFS inthe Adviser from managing the Fund were satisfactory.acceptable.
Section 15(f)After this review and discussion, the Board unanimously concluded that the approval of the 1940 ActNew Advisory Agreement for an initial two-year term was in the best interests of the Fund and its Shareholders.
Information about the Interim Advisory Agreement
As discussed above, at the Meeting, the Board, including the Independent Trustees, unanimously approved the Interim Advisory Agreement. To assure continuity of advisory services, the Interim Advisory Agreement will take effect upon the Closing Date of the Transaction. The terms of the Interim Advisory Agreement are identical to those of the Existing Advisory Agreement and New Advisory Agreement, in each case except for the effective and termination dates and certain escrow provisions described in the Proxy Statement. In light of the foregoing, the Trustees, including the Independent Trustees, unanimously determined that the scope and quality of services to be provided to the Fund under the Interim Advisory Agreement are at least equivalent to the scope and quality of services provided under the Existing Advisory Agreement.
GENERAL INFORMATION
Ownership of Shares
As of the Record Date, no Shareholder owned, beneficially or of record, more than 5% of the Fund, except as provided in Appendix E.
No officers or Trustees of the Trust owned shares of the Fund as of the Record Date.
Other Information
Since May 31, 2023, no Trustee has purchased or sold securities exceeding 1% of the outstanding securities of any class of the Adviser or its parent or subsidiaries.
As of the Record Date, no Independent Trustee or any of their immediate family members owned beneficially or of record any class of securities of the Adviser or any person controlling, controlled by or under common control with the Adviser.
Payment of Solicitation Expenses
The partiesAdviser or its parent company has agreed to pay the expenses of the preparation, printing and mailing of this Proxy Statement and its enclosures and of all solicitations.
Delivery of Proxy Statement
Only one copy of this Proxy Statement may be mailed to each household, even if more than one person in the household is a Fund Shareholder, unless the Fund has received contrary instructions from one or more
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of the household’s Shareholders. If a Shareholder needs an additional copy of this Proxy Statement, would like to receive separate copies in the future, or would like to request delivery of a single copy to Shareholders sharing an address, please contact (877) 714-2327 or write to the TransactionFund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
Other Business
The Trustees do not intend to bring any matters before the Meeting other than the Proposal described in this Proxy Statement, and the Trustees are not aware of any other matters to be brought before the Meeting by others. Because matters not known at the time of the solicitation may come before the Meeting, the proxy as solicited confers discretionary authority with respect to such matters as properly come before the Meeting, including any adjournment(s), postponement(s) or delays thereof, and it is the intention of the persons named as attorneys-in-fact in the proxy (or their substitutes) to vote the proxy in accordance with their judgment on such matters.
Submission of Shareholder Proposals
The Trust has not received any shareholder proposals to be considered for presentation at the TransactionMeeting. Under the proxy rules of the SEC, shareholder proposals may, under certain conditions, be included in the Trust’s Proxy Statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust’s proxy materials must be received by the Trust within a reasonable time before the solicitation is made.
The Trust is generally not required to come withinhold annual meetings of Shareholders, and the safe harbor provided by Section 15(f)Trust generally does not hold a meeting of Shareholders in any year, unless certain specified Shareholder actions, such as the election of trustees or the approval of a new advisory agreement, are required to be taken under state law or the 1940 Act. Section 15(f)By observing this policy, the Trust seeks to avoid the expenses customarily incurred in the preparation of proxy material and the holding of Shareholders’ meetings, as well as the related expenditure of staff time.
A Shareholder desiring to submit a proposal intended to be presented at any meeting of Shareholders of a series of the 1940 Act permits an investment adviserTrust hereafter called should send the proposal to the Secretary of the Trust at the Trust’s principal offices within a reasonable time before the solicitation of proxies for such meeting occurs. The mere submission of a registered investment company (or any affiliated personsproposal by a Shareholder does not guarantee that such proposal will be included in the proxy statement because certain rules under the federal securities laws must be complied with before inclusion of the investment adviser)proposal is required. Also, the submission does not mean that the proposal will be presented at the meeting. For a Shareholder proposal to be considered at a Shareholders’ meeting, it must be a proper matter for consideration under Delaware law, the Trust’s governance documents and relevant Trust policies.
Principal Underwriters and Administrator
Northern Lights Distributors, LLC is the principal underwriter of the Fund. Northern Lights Distributors, LLC is located at 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska, 68022.
Ultimus Fund Solutions, LLC is the administrator of the Fund. The administrator is located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio, 45246.
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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on September 5, 2023
The Proxy Statement is available on the Internet at https://vote.proxyonline.com/vat/docs/kovitz2023.pdf.
Reports to Shareholders and Financial Statements
The Fund commenced operations in December 2022 following the reorganization of two mutual funds managed by the Adviser into the Fund. Upon request, the most recent annual report of the predecessor to the Fund can be obtained at no cost. To request a report for the Fund, please call (877) 714-2327, write to the Fund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, or visit https://www.kovitzetf.com.
To avoid sending duplicate copies of materials to households, the Fund mails only one copy of each report to Shareholders having the same last name and address on the Fund’s records, unless the Fund has received contrary instructions from Shareholders.
If you want to receive any amountmultiple copies of these materials or benefit in connection with a sale of an interestrequest householding in the investment adviser, provided that two conditions are satisfied.future, you may call the Fund at (877) 714-2327. You may also notify the Fund in writing at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246. Individual copies of prospectuses and reports will be sent to you within thirty (30) days after the transfer agent receives your request to stop householding.
First, an "unfair burden"VOTING INFORMATION
Voting Rights
Only Shareholders of record of the Fund at the close of business on June 26, 2023 (the “Record Date”) may not be imposedvote. Shareholders of record on the investment company as a result ofRecord Date are entitled to be present and to vote at the sale of the interest,Meeting. Each share 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 orfractional share is entitled to receive any compensation, directlyone vote or indirectly, fromfraction thereof. The number of outstanding shares of the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any personFund, as of the close of business on the Record Date, is included in connectionAppendix A to this Proxy Statement.
Each proxy solicited by the Board that is properly executed and returned in time to be voted at the Meeting will be voted at the Meeting in accordance with the purchaseinstructions on the proxy. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Trust stating that the proxy is revoked or saleby a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing that proxy; or (ii) written notice of securitiesthe death or other propertyincapacity of the maker of that proxy is received by the Trust before the vote pursuant to fromthat proxy is counted. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise, with the investment company (other than ordinary fees for bona fide principal underwriting services). The Board has not been advised by BFSburden of any circumstances arising from the Transaction that might result in the imposition of an "unfair burden"proving invalidity resting on the Fund.challenger.
Second, duringAbstentions will be counted as present for purposes of determining whether a quorum is present at the three-year period after the Transaction, at least 75% of the members of the investment company's board of trustees cannot be "interested persons" (as defined in the 1940 Act) of the investment adviserMeeting. Abstentions will not count as votes cast for or its predecessor.against any proposals. The Trust will use its reasonable best effortsconsider broker non-votes as present for purposes of determining whether a quorum is present at the meeting. Broker non-votes will not count as votes cast for or against any proposals. “Broker non-votes” occur where: (i) shares are held by brokers or nominees, typically in “street name”; (ii) instructions have not been received from the beneficial owners or persons entitled to ensure that at all times at least 75%vote the shares; and (iii) the broker or nominee does not have discretionary voting power on a particular matter.
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Attending the Meeting
If you wish to attend the Meeting and vote in person, you will be able to do so. If you intend to attend the Meeting in person and you are a Shareholder of record of the Trustees areFund on the Record Date, in order to gain admission you may be asked to show photographic identification, such as your driver’s license. If you intend to attend the Meeting in person and you hold your shares through a broker, bank or other intermediary, in order to gain admission, you may be asked to show photographic identification, such as your driver’s license, and satisfactory proof of ownership of shares of the Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other intermediary, you will not "interested persons" (as definedbe able to vote in person at the 1940 Act)Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other intermediary and present it at the Meeting. You may contact the Fund at (877) 714-2327 to obtain directions to the site of the Meeting.
Quorum; Adjournment
The presence in person or by proxy of the holders of record of one-third of the outstanding shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at the Meeting, permitting action to be taken. The shares represented by a proxy that is properly executed and returned will be considered to be present at the Meeting. All properly executed proxies received in time for the three-year period afterMeeting will be treated as present for quorum. Abstentions and broker non-votes will be treated as shares that are present but which have not been voted. Accordingly, abstentions and broker non-votes effectively will be a vote against the completionProposal.
Whether or not a quorum is present, or represented at the Meeting, the holders of shares representing one-third of the Transaction.voting power of the shares entitled to be voted at the Meeting shall be required in order to adjourn the Meeting with regard to a particular proposal scheduled to be voted on at the Meeting or to adjourn such Meeting entirely. In the event of an adjournment, no notice is required other than an announcement at the meeting at which adjournment is taken.
To assure the presence of a quorum at the Meeting, please promptly execute and return the enclosed proxy. A self-addressed, postage-paid envelope is enclosed for your convenience.
Should Shareholders require additional information regarding the proxy or replacement proxy cards, they may contact EQ Fund Solutions at 1-800-284-7175 (toll-free). Representatives are available [Monday through Friday, 9:00 a.m. – 10:00 p.m. (Eastern Time)].
Required Vote
Approval of the Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund. UnderFund, which, under the 1940 Act, the vote of a "majority of the outstanding voting securities" of the Fund means thean affirmative vote of the lesser of:of (a) 67% or more of the voting securities present at the Special Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy; or (b) more than 50% of the outstanding voting securities. All shareholders of the Fund will vote together on the Proposal.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” THE APPROVAL OF THE PROPOSAL.
FURTHER INFORMATION ABOUT VOTING AND THE SPECIAL MEETING
Quorum and Required Vote. One-third (1/3) of the outstanding shares of the Fund entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Special Meeting.
Approval of the Proposal requires the affirmative vote of the holders of a “majority of the outstanding voting shares,” as that term is defined in the 1940 Act. As defined in the 1940 Act, a vote of the holders of a majority of the outstanding shares of a Fund means the vote of (1) 67% or more of the voting shares of the Fund present at the meeting,Meeting if the holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy, or (2)(b) more than 50% of the outstanding voting sharesshares. The implementation of the Fund, whicheverProposal is less.
“Broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received fromcontingent upon the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) and abstentions will be counted for purposes of determining the presence of a quorum but will not have any effect on the outcomecompletion of the election.Transaction. If the Transaction is not completed, then the Existing Advisory Agreement would not be terminated and would remain in effect.
Other Business. The Trustees knowApproval of no other business to be brought before the Special Meeting. However,Proposal will occur only if any other matters properly come beforea sufficient number of votes at the Special Meeting they intendare cast FOR that proxies thatproposal. Abstentions and broker non-votes are not considered “votes cast” and, therefore, do not contain specific restrictions to the contrary be voted on such mattersconstitute a vote FOR. Abstentions and broker non-votes effectively result in accordance with the judgment of the persons nameda vote AGAINST and are disregarded in the proxy card. The Trust does not have annual meetings and, as such, does not have a policy relating to the attendance by the Trustees at shareholder meetings.
Revocation of Proxies. Proxies may be revoked at any time before they are voteddetermining whether either (i) by a written revocation delivered to the Trust, (ii) by a properly executed later-dated proxyProposal has received by the Trust, or (iii) by written notice of death or incapacity of the maker of the proxy received by the Trust before the vote pursuant to the proxy is counted. Attendance in-person at the Special Meeting is not permitted.enough votes. Shareholders may revoke a proxy as often as they wish before the Special Meeting. Only the latest dated, properly executed proxy card received prior to or at the Special Meeting will be counted.
Shareholder Proposals. Any shareholder proposals to be included in the proxy statement for the Trust’s next meeting of shareholders must be received by the Trust within a reasonable period of time before the Trust begins to print and send its proxy materials.
Adjournment. If a quorum is not present or represented at the Special Meeting, or if a quorum is present but sufficient votes to approve the proposal are not received, or if other matters arise that require shareholder attention, the persons named as proxy agents, the Chairperson of the Special Meeting, or other Trust officers present at the Special Meeting may propose one or more adjournments to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of one-third of those shares present at the Special Meeting or represented by proxy. The persons named as proxies will vote those proxies that are entitled to one vote in favor of such an adjournment, provided that they determine that such an adjournment and additional solicitation is reasonable and infor the interest of shareholders based on a consideration of all relevant factors. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.
Annual and Semi-Annual Reports. The most recent annual and semi-annual reportsFund share. Fractional shares are entitled to shareholders (when available) will be provided to shareholders at no cost. To request a report, please callproportional voting rights.
us toll-free at (855) 575-2430 or write to us at Valued Advisers Trust, 225 Pictoria Dr., Suite 450, Cincinnati, Ohio 46246. The reports for the Fund are also available online at www.sec.gov.
Proxy Solicitation Costs. The costs of solicitation of proxies and expenses incurred in connection with the preparation of proxy materials are being borne by BFS. In addition to soliciting proxies by mail, the Trustees and employees of the Trust may solicit proxies in person or by telephone. The Trust has engaged AST Fund Solutions, LLC to provide shareholder meeting services, including the distribution of this Proxy Statement and related materials to shareholders, as well as vote solicitation and tabulation. The costs of these services are expected be approximately $7000. By voting immediately, you can help ensure the continued management of the Fund without disruption.APPENDIX LIST
Only one copy of this Proxy Statement may be mailed to a shareholder holding shares in multiple accounts with the Fund. Unless the Trust has received contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more shareholders share that address. Additional copies of the Proxy Statement will be delivered promptly upon request. Requests may be sent to AST Fund Solutions, LLC, 55 Challenger Road, Ridgefield Park, NJ 07660 or made by telephone by calling (866) 828-6951.
Outstanding Shares. The shares outstanding of the Fund as of May 14, 2021, the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof, are: 2,274,349.
Beneficial Ownership. The table below sets forth the names, addresses and percentage ownership of those shareholders known by the Trust to own or record or beneficially 5% or more of the outstanding shares of a class of the Fund as of ________, 2021. As of ________, 2021, the Trustees and Officers of the Trust did not own shares of the Fund.
Appendix A Appendix B Appendix C Appendix D Appendix E Appendix F
Appendix A
Appendix B
Appendix C Advisory Fees and Other Fees Paid During Fiscal Year Ended October 31, 2022 The Fund commenced operations in December 2022 upon the reorganization of two mutual funds managed by the Adviser into the Fund. The following table describes the advisory fees earned by the Adviser, amounts waived and/or reimbursed and the net amount paid to the Adviser by the predecessor to the Fund during the fiscal year ended October 31, 2022.
Appendix D Information Regarding Officers and Directors of the Adviser
Appendix E Principal Holders As of June 26, 2023, the Record Date, the persons shown in the table below were known to the Fund to own, beneficially or of record, more than 5% of the outstanding shares of the Fund. The nature of ownership for each position listed is “of record.”
Appendix F Form of the New Advisory Agreement INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this WITNESSETH WHEREAS, the Board of Trustees (the “Board”) of the Trust has selected the Adviser to act as investment adviser to the series portfolios of the Trust set forth on Schedule A to this Agreement (each, a “Fund”), as such schedule may be amended from time to time upon mutual agreement of the parties, and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust and the Adviser do hereby agree as follows: 1. The Adviser’s Services.
and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules and regulations that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. The Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented, of each Fund, and with any policies, guidelines, instructions and procedures approved by the Board and provided to the Adviser. In selecting each Fund’s portfolio securities and performing the Adviser’s obligations hereunder, the Adviser shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company. The Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board shall limit the Adviser’s full responsibility for any of the foregoing.
Paragraph 1(f) shall in no way reduce the responsibilities and obligations of the Adviser under this Agreement and the Adviser shall be responsible to the Trust for all acts or omissions of any Sub-Adviser to the same extent the Adviser would be liable hereunder. Insofar as the provisions of this Agreement impose any restrictions, conditions, limitations or requirements on the Adviser, the Adviser shall take measures through its contract with, or its oversight of, the Sub-Adviser that attempt to impose similar (insofar as the circumstances may require) restrictions, conditions, limitations or requirements on the Sub-Adviser.
meeting of the Board, or for any shareholder report on Form N-CSR, Form
4. Brokerage.
In the event that the Adviser pays or assumes any expenses of the Trust not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Adviser of any obligation to the Funds under any separate agreement or arrangement between the parties.
The Adviser may obtain reimbursement from the Fund, at such time or times as it may determine in its sole discretion, for any of the 7. Representations, Warranties and Covenants.
investment company. The Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.
a Fund, termination may be authorized by action of the Board or by an “affirmative vote of a majority of the outstanding voting securities of the Fund” (as defined in Section 15); or
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date first above written. VALUED ADVISERS TRUST
Signature By: Title:
Signature By: Title:
Schedule A
Investment Advisory Agreement between Valued Advisers Trust (the "Trust") and
Dated as of
The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance with the following fee schedule:
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! PROXY CARD Kovitz Core Equity ETF A Series of Valued Advisers Trust PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 5, 2023 The undersigned, revoking prior proxies, hereby appoints Matthew J. Miller and Carol J. Highsmith, and each of them, as proxies of the undersigned, granted in connection with the voting of the shares subject hereto with full power of substitution, to vote shares held in the name of the undersigned on the record date at the Special Meeting of Shareholders of Kovitz Core Equity ETF (the “Fund”) to be held at the offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 on September 5, 2023, at 10:00 am (Eastern Time), or at any adjournment thereof, upon the Proposal described in the Notice of Meeting and accompanying Proxy Statement, which have been received by the undersigned. Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free 1-800-284-7175. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time. Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on September 5, 2023. The proxy statement for this meeting is available at: https://vote.proxyonline.com/vat/docs/kovitz2023.pdf
This proxy is solicited on behalf of the Fund’s Board of Trustees, and the Proposal has been unanimously approved by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will be voted as indicated or “FOR” the proposal if no choice is indicated. The proxy will be voted in accordance with the proxy holders’ best judgment as to any other matters that may arise at the Special Meeting. THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
THANK YOU FOR VOTING
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