M&A - FSI Low Beta Absolute Return Fund
Form Type: CORRESP
Filing Date: 2018-09-12
Corporate Action: Acquisition
Type: Update
Accession Number: 000139834418013503
Filing Summary: On September 12, 2018, FSI Low Beta Absolute Return Fund confirmed receipt of comments from the SEC regarding a preliminary proxy filed on July 11, 2018. The Fund discussed its inability to approve a new sub-advisory agreement with Meritage Capital, LLC before its termination due to a change-in-control acquisition by Brown Advisory, Inc. Several options including hiring a new sub-adviser or having another existing sub-adviser manage the allocated assets were evaluated and rejected. Instead, the Fund opted to allow Meritage to continue managing the assets without compensation pending shareholder approval. The document outlines the justifications for seeking retroactive payment of fees to the sub-adviser, stipulating that shareholders would not be harmed since the adviser would cover the fees from its own compensation, contingent upon shareholder approval. Additionally, the Fund responded to numerous specific comments requested by the SEC, ensuring that disclosures would be clear and accurate, confirming that terms of the new sub-advisory agreement would remain consistent with prior agreements.
Document Link: View Document
Additional details:
Comment 1: What is the legal basis for allowing the sub-adviser to continue to manage assets of the Fund after termination of the sub-advisory agreement?
Response 1: The Fund preferred an interim contract but was unable to secure Board approval in time due to scheduling issues.
Comment 2: What is the legal basis for asking shareholders to approve retroactive payment of fees to the sub-adviser?
Response 2: The Fund decided to allow Meritage to manage the assets without compensation after contract termination, seeking shareholder approval for retroactive payment.
Comment 3: If the terms of the New Agreement are the same as the terms of the Prior Agreement, please disclose that upfront.
Response 3: The requested change has been made.
Comment 4: Please use plain English and avoid defining terms multiple times.
Response 4: The requested change has been made.
Comment 5: Please delete, 'including a broker who may hold Units on your behalf' in the third paragraph of the shareholder letter as brokers don’t have the right to vote in this proxy.
Response 5: The requested change has been made.
Comment 6: Please revise the last sentence on page 2 as Proposal 1 has not been introduced yet.
Response 6: The requested change has been made.
Comment 7: Please simplify the last paragraph on page 2 and first 3 paragraphs on page 3 as they include too much detail for the shareholder letter.
Response 7: The requested change has been made.
Comment 8: In the fifth paragraph on page 3, please clarify that there are no new fees, why the approval is needed and explain what is going on.
Response 8: The requested change has been made.
Comment 10: Please clarify in the Discussion of Proposal 1 that the New Agreement will have no impact on the operations of the Fund and will not affect the investment strategies of the Fund.
Response 10: The requested change has been made.
Comment 12: Please delete the reference to the other registered fund for which the sub-adviser provides services.
Response 12: The requested change has been made.
Comment 13: In the Terms of the Prior and New Agreements section, state that the fees are the same under both agreements.
Response 13: The requested change has been made.
Comment 14: In the Terms of the Prior and New Agreements section, state that the provisions concerning liability are the same under both agreements.
Response 14: The requested change has been made.
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