M&A - Exchange Place Advisors Trust
Form Type: POS EX
Filing Date: 2025-05-06
Corporate Action: Merger
Type: New
Accession Number: 000158064225002852
Filing Summary: This document is a Post-Effective Amendment No. 2 to the Registration Statement on Form N-14 of Exchange Place Advisors Trust. It is filed with the SEC to include exhibits related to the reorganization of Foundry Partners Small Cap Value Fund into North Square Small Cap Value Fund, part of Exchange Place Advisors Trust. It highlights the executed Agreement and Plan of Reorganization and includes tax opinions regarding the implications of the merger. The amendment emphasizes the filing is in compliance with Rule 462(d) and references previous filings related to the registration, including Proxy Statements and Post-Effective Amendments. The signing of the registration statement indicates that necessary legal and organizational processes have been followed, affirming the smooth transition in the fund structure due to the merger.
Additional details:
Agreement And Plan Of Reorganization: filed herewith
Tax Opinion And Consent Of Counsel: filed herewith
Form Type: 497
Filing Date: 2025-04-14
Corporate Action: Merger
Type: New
Accession Number: 000158064225002363
Filing Summary: The document outlines a proposal for the reorganization of the Foundry Partners Small Cap Value Fund (the 'Acquired Fund'), a series of Valued Advisers Trust, into the North Square Small Cap Value Fund (the 'Acquiring Fund'), a newly established series of Exchange Place Advisors Trust. A special meeting for shareholders is scheduled on April 25, 2025, where shareholders will vote on the Reorganization Agreement that involves the transfer of all assets from the Acquired Fund to the Acquiring Fund in exchange for shares of the Acquiring Fund. This will be a tax-free transaction, with no changes to investment strategies or fundamental limitations anticipated. The Acquired Fund will then be liquidated, and its shareholders will become shareholders of the Acquiring Fund with shares reflecting their previous investment value. The document emphasizes the unanimous recommendation from the VAT Board to vote in favor of the proposal, highlighting potential benefits such as decreased operating expenses and enhanced growth opportunities for the shareholders.
Additional details:
Acquired Fund: Foundry Partners Small Cap Value Fund
Acquiring Fund: North Square Small Cap Value Fund
Record Date: 2025-03-05
Shareholder Meeting Date: 2025-04-25
Share Exchange Type: tax-free
Form Type: POS EX
Filing Date: 2025-04-14
Corporate Action: Merger
Type: Update
Accession Number: 000158064225002364
Filing Summary: Exchange Place Advisors Trust is filing a Post-Effective Amendment No. 1 to their Registration Statement on Form N-14 for the reorganization of Foundry Partners Small Cap Value Fund into North Square Small Cap Value Fund. This registration is part of a proposed public offering of shares of beneficial interest of North Square Small Cap Value Fund, with the offering likely to commence soon after the registration becomes effective under the Securities Act of 1933. The document includes multiple references to documentation regarding the legality of securities and various agreements related to the reorganization and provides details of indemnification provisions within the trust’s agreements. Additionally, it details the undertakings regarding public reofferings and the need for legal opinions related to tax consequences and legality of the securities.
Additional details:
Title Of Securities Being Registered: Shares of beneficial interest, with no par value, of North Square Small Cap Value Fund
Approximate Date Of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective
Opinion Of Counsel: Filed as Appendix A to the Proxy Statement/Prospectus
Form Type: 497K
Filing Date: 2025-04-11
Corporate Action: Merger
Type: New
Accession Number: 000158064225002351
Filing Summary: The document is a summary prospectus for the North Square Small Cap Value Fund, which was established to achieve long-term capital appreciation through investment primarily in a diversified portfolio of equity securities similar to those in the Russell 2000® Value Index. The Fund features two share classes: Investor Class (DRSVX) and Class I (DRISX), with the total annual operating expenses for Investor Class shares at 1.30% and Class I shares at 1.05%. A tax-free reorganization will occur on April 25, 2025, where the Fund will acquire all assets of the Foundry Partners Small Cap Value Fund, enabling existing shareholders to receive shares from the new Fund. Risks associated with investing include market risk, equity risk, and small-cap company risk among others. Investment advice will be provided by North Square Investments, LLC and managed by CSM Advisors, LLC. Minimum investments are set at $2,500 for Investor Class shares and $100,000 for Class I shares, with ongoing fees outlined for various costs of maintaining investments. The Fund aims to remain primarily invested in equity securities while allowing up to 20% in foreign securities or investment-grade fixed income securities if beneficial for returns.
Additional details:
Ticker: DRSVX
Shareholder Fees: None
Management Fees: 0.85%
Distribution And Service Fees: 0.25%
Other Expenses: 0.19%
Total Annual Fund Operating Expenses: 1.30%
Portfolio Turnover Rate: 143.89%
Investment Objective: long-term capital appreciation
Minimum Investment Investor Class: $2,500
Minimum Investment Class I: $100,000
Tax Information: Distributions are generally taxable as ordinary income, qualified dividend income or capital gains.
Reorganization Date: 2025-04-25
Form Type: N-14/A
Filing Date: 2025-03-14
Corporate Action: Merger
Type: New
Accession Number: 000158064225001769
Filing Summary: This document outlines the proposed reorganization of the Foundry Partners Small Cap Value Fund (the 'Acquired Fund') into the North Square Small Cap Value Fund (the 'Acquiring Fund'), under the Exchange Place Advisors Trust ('EPAT'). Shareholders of the Acquired Fund will vote on the Agreement and Plan of Reorganization (the 'Reorganization Agreement'), which entails the acquisition of all assets from the Acquired Fund in exchange for shares of the Acquiring Fund, followed by the liquidation and termination of the Acquired Fund. The Reorganization, scheduled to take effect on or about April 25, 2025, will allow shareholders to exchange their current shares on a tax-free basis. The proposed structure aims to maintain existing investment strategies and reduce operating expenses. This change comes after an acquisition agreement between North Square Investments, LLC and Foundry Partners, aimed at fostering growth and efficiency in the management of the funds. The document emphasizes the importance of shareholder votes, with the VAT Board recommending a vote in favor of the proposal. The Acquiring Fund will retain the same advisory fee rates as the Acquired Fund, ensuring no increase in operating costs for shareholders post-reorganization.
Additional details:
Title Of Securities Offered: Shares of beneficial interest of North Square Small Cap Value Fund
Record Date: 2025-03-05
Meeting Date: 2025-04-25
Adviser: North Square Investments, LLC
Sub Adviser: CSM Advisors, LLC
Reorganization Effective Date: 2025-04-25
Form Type: N-14
Filing Date: 2025-02-28
Corporate Action: Merger
Type: New
Accession Number: 000158064225001241
Filing Summary: This filing is a registration statement under the Securities Act, pertaining to a proposed reorganization of the Foundry Partners Small Cap Value Fund (the 'Acquired Fund') into a newly created series of Exchange Place Advisors Trust, known as the North Square Small Cap Value Fund (the 'Acquiring Fund'). The Acquired Fund, managed by Foundry Partners, is set to hold a special shareholder meeting on April 10, 2025, to approve the reorganization plan. The proposal involves the transfer of all assets of the Acquired Fund into the Acquiring Fund in exchange for shares, with an assumption of liabilities by the Acquiring Fund. The reorganization is anticipated to occur on or about April 11, 2025, and aims to provide shareholders with shares of the Acquiring Fund of equivalent value, without altering their investment strategy. Following the reorganization, North Square Investments, LLC will serve as the investment adviser for the Acquiring Fund, which is designed to enhance growth and reduce operating expenses for the benefit of shareholders, with no change in advisory fees or investment objectives expected. The VAT Board recommends shareholders vote in favor of the reorganization, emphasizing its potential benefits for continued investment strategy and support.
Additional details:
Acquired Fund Name: Foundry Partners Small Cap Value Fund
Acquiring Fund Name: North Square Small Cap Value Fund
Meeting Date: 2025-04-10
Reorganization Date: 2025-04-11
Share Exchange Details: Shares of the Acquired Fund will be exchanged on a tax-free basis for shares of the Acquiring Fund at the same aggregate net asset value.
Form Type: 485BPOS
Filing Date: 2025-01-28
Corporate Action: Acquisition
Type: New
Accession Number: 000158064225000548
Filing Summary: On January 28, 2025, Exchange Place Advisors Trust filed a registration statement in the form of a pre-effective amendment under the Securities Act and an amendment under the Investment Company Act. The Fund is named Sphere 500 Climate Fund, which is designed to track the performance of the Sphere 500 Fossil-Free Index. This filing suggests a continuation of financial activities focused on sustainable investing by excluding companies engaged in fossil fuel-related activities. The filing provides details regarding the fund's investment objective, fees, risks, management, performance history, and other operational information relevant for potential investors. The filing noted that the Fund has absorbed all assets and liabilities of its predecessor fund in a tax-free reorganization and has been managing its portfolio consistently to comply with its investment guidelines. The document includes metrics about fund performance before and after taxes.
Additional details:
Cik: 0001750821
Investment Objective: track the performance of the Sphere 500 Fossil-Free Index
Management Fee: 0.07%
Total Annual Fund Operating Expenses: 0.07%
Portfolio Turnover Rate: 33%
Investment Adviser: Reflection Asset Management, LLC
Portfolio Manager: Jason Britton
Acquisition Date: 2024-04-12
Form Type: CORRESP
Filing Date: 2024-05-08
Corporate Action: Merger
Type: New
Accession Number: 000158064224002614
Filing Summary: This correspondence responds to comments from the U.S. Securities and Exchange Commission regarding the Proxy Statement/Prospectus for the Fort Pitt Capital Total Return Fund. The communication covers multiple comments including the confirmation of Annual Fund Operating Expenses tables based on data from the prior fiscal year, the confirmation of the Acquiring Fund's Expense Cap until February 2026, and the addition of disclosures regarding the Example table for clearer investor understanding. The Board's decision to approve the Reorganization proposal based on comprehensive factors was noted, with no negative factors considered. A proxy card for a special meeting of shareholders scheduled for June 20, 2024, is also enclosed, in which shareholders will vote on the acquisition and subsequent liquidation of the Acquired Fund.
Additional details:
File No: 333-278569
Proxy Meeting Date: 2024-06-20
Expense Cap Expiration: 2026-02-27
Operating Expenses Based On: actual expenses incurred during the Annual period ended October 31, 2023
Form Type: N-14
Filing Date: 2024-04-09
Corporate Action: Merger
Type: New
Accession Number: 000158064224002059
Filing Summary: North Square Investments Trust has filed a registration statement on Form N-14 in connection with the planned merger of the Fort Pitt Capital Total Return Fund (the 'Acquired Fund') into a newly created series of North Square Investments Trust (the 'Acquiring Fund'). The merger process will involve the transfer of all assets of the Acquired Fund into the Acquiring Fund, with shareholders of the Acquired Fund receiving shares of the Acquiring Fund based on the net asset value of their holdings in the Acquired Fund prior to the merger. The merger is recommended by the AST Board, who believes it is in the best interest of shareholders. Following the merger, the management, investment objectives, and fee structures will remain consistent between the two funds. The special meeting for shareholder voting on the proposal is to be held on a date to be announced in 2024. If shareholders approve the reorganization, it will take effect on or about that date, ensuring a seamless transition of assets and management without any immediate impact on fund strategy or fees.
Additional details:
Proxy Statement Prospectus Link: [__________]
Meeting Date: [____], 2024
Record Date: [_____], 2024
Adviser: Fort Pitt Capital Group, LLC
Management Fee: 0.76%
Total Annual Operating Expenses: 1.15% after fee waiver
Expense Cap: 1.00%
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