M&A - ADVISORS SERIES TRUST

Form Type: 497

Filing Date: 2025-06-10

Corporate Action: Merger

Type: New

Accession Number: 000089418925004411

Filing Summary: This Proxy Statement/Prospectus relates to a special meeting scheduled for August 6, 2025, where shareholders of the Scharf Fund and the Scharf Global Opportunity Fund will vote on a proposed Agreement and Plan of Reorganization. This reorganization aims to convert the Target Funds into exchange-traded funds (ETFs), specifically the Scharf ETF and the Scharf Global Opportunity ETF. The proposed plan of reorganization includes the acquisition of the Target Funds' assets and liabilities by the corresponding Acquiring Funds in exchange for shares of the Acquiring Funds, with fractional shares to be paid in cash. This transition is expected to lower operating expenses, provide increased trading flexibility, and enhance tax efficiency due to the ETF structure. Additionally, shareholders must take action to ensure their investments are not liquidated and converted to cash if held in accounts incapable of transacting ETFs. Both the Target Funds and Acquiring Funds will maintain similar investment objectives and strategies, but will differ in their structure as diversified versus non-diversified funds under the Investment Company Act of 1940. Shareholders must vote on the proposals to authorize this tax-free reorganization, with approvals required from each Target Fund's shareholders separately. The document emphasizes the importance of shareholder participation in the voting process.

Form Type: 497

Filing Date: 2025-06-09

Corporate Action: Merger

Type: New

Accession Number: 000089418925004393

Filing Summary: Advisors Series Trust has announced a special meeting for shareholders of the Scharf Fund and the Scharf Global Opportunity Fund, scheduled for August 6, 2025. The meeting aims to vote on the proposed merger in which the Scharf Fund will be reorganized into a newly created exchange-traded fund (ETF) titled Scharf ETF, and the Scharf Global Opportunity Fund will reorganize into the Scharf Global Opportunity ETF. Both mergers are designed to acquire the assets and liabilities of the current funds while maintaining similar investment strategies. The reorganizations are planned to be tax-free under the Internal Revenue Code, providing anticipated benefits such as lower operating expenses, increased trading flexibility, and improved transparency compared to traditional mutual funds. Direct shareholders must take action to ensure they receive the ETF shares; otherwise, their investments will be liquidated, and cash equivalents will be provided by August 21, 2025. The proposed reorganization is expected to enhance tax efficiency and reduce transaction frequency, providing shareholders with a more market-responsive investment vehicle.

Form Type: 497

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000089418925003720

Filing Summary: On May 8, 2025, ADVISORS SERIES TRUST filed a supplement related to the proposed reorganization of the Scharf Fund and Scharf Global Opportunity Fund into newly-created exchange-traded funds (ETFs). This change was approved by the Board of Trustees, pending shareholder approval. The Scharf Fund will merge into Scharf ETF, while Scharf Global Opportunity Fund will merge into Scharf Global Opportunity ETF. Shareholders will receive equivalent shares in the new ETFs based on the net asset value of their existing shares. The reorganization aims to lower operating costs and provide tax efficiencies. Key changes include the mailing address for fund documentation, effective June 2, 2025, and the cessation of direct account openings for shareholders of the Target Funds, which now must open accounts through financial intermediaries. Notably, the document also mentions the discontinuation of Mr. Eric Lynch as a portfolio manager for the Scharf Fund, with Messrs. Brian A. Krawez and Gabe Houston continuing in that role. These reorganizations are expected to close after August 22, 2025, and are designed to align with shareholder interests without diluting their stakes.

Form Type: 497K

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000089418925003722

Filing Summary: This document is a supplement dated May 8, 2025, to the Summary Prospectus of the Scharf Fund, a series of Advisors Series Trust. It outlines a proposed reorganization which includes the merger of the Scharf Fund, now operated as a mutual fund, into a newly-created exchange-traded fund (ETF), called Scharf ETF. The Board of Trustees has approved this reorganization, pending shareholder approval. The reorganization involves the Target Fund transferring its assets to the Acquiring Fund in exchange for shares of the Acquiring Fund, and this transaction is intended to be tax-free for federal income tax purposes. Shareholders will no longer hold shares of the Target Fund post-reorganization but will become shareholders of the Acquiring Fund instead. It's emphasized that shares of the Acquiring Fund will be issued without fractional shares, necessitating cash payments for any fractional amounts, which could result in taxable events. Key changes and important dates related to shareholder actions are detailed, including procedures to convert direct accounts or non-accommodating accounts into acceptable formats for receiving ETF shares. Relevant information regarding potential capital gains and the need for shareholders to consult with tax advisors is included. The reorganization is projected to close after trading ends on August 22, 2025, with a definitive proxy statement to follow that will provide detailed terms and rationale for the reorganization.

Form Type: 497K

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000089418925003724

Filing Summary: On May 8, 2025, Advisors Series Trust filed a supplement relating to the Scharf Global Opportunity Fund, indicating a proposed reorganization whereby the fund will merge into a newly created exchange-traded fund (ETF) named Scharf Global Opportunity ETF, pending shareholder approval. The reorganization, approved by the Board of Trustees, involves the transfer of the Target Fund's assets to the Acquiring Fund in exchange for shares, meaning that target shareholders will ultimately own shares of the ETF. If approved, the reorganization is anticipated to be a tax-free transaction for federal income tax purposes, although cash received for fractional shares will be taxable, as will any redemptions. Post-reorganization, the Acquiring Fund, which will have an identical investment objective and similar strategies to the Target Fund, will be classified as non-diversified. Shareholders must ensure their brokerage accounts can accept ETF shares to receive Acquiring Fund shares; otherwise, their investment could be liquidated for cash equal to the net asset value (NAV) before August 22, 2025. Shareholders are encouraged to review a forthcoming proxy statement for more details on the merger, including voting instructions and impacts on investment management.

Form Type: N-14

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000089418925003717

Filing Summary: On May 8, 2025, Advisors Series Trust filed a Form N-14 with the SEC to register shares for a proposed reorganization of its mutual fund series, the Scharf Fund and Scharf Global Opportunity Fund, into exchange-traded funds (ETFs). The Special Meeting of shareholders is scheduled for August 6, 2025, to vote on the proposed Agreement and Plan of Reorganization, which includes the complete liquidation and dissolution of the Target Funds in exchange for shares of the newly created Scharf ETF and Scharf Global Opportunity ETF. The reorganization aims to provide lower net expenses, additional trading flexibility, increased transparency, and potential for enhanced tax efficiency. Following the reorganization, shareholders of the Target Funds will receive equivalent ETF shares or cash for fractional shares. Shareholders are encouraged to vote on the proposals to benefit from the structural differences of ETFs compared to mutual funds.