North Square Fund Seeks Shareholder Nod for ECM to Resume Advisory Role

TL;DR

**Vote FOR the ECM advisory agreement or risk the North Square Evanston Multi-Alpha Fund's liquidation; it's a no-brainer for continuity and stable fees.**

AI Summary

North Square Evanston Multi-Alpha Fund (the Fund) is seeking shareholder approval for a new investment advisory agreement with Evanston Capital Management, LLC (ECM) by January 29, 2026. This proposal stems from an anticipated change in control of North Square Investments, LLC (NSI), the current investment adviser, which will automatically terminate the existing advisory and sub-advisory agreements dated May 6, 2024. ECM, which previously served as the Fund's investment adviser since July 2014, will resume this role. The new agreement maintains the same advisory fee rate and expense cap, with ECM agreeing to a new expense limitation agreement through at least August 1, 2026. The Fund's investment objective, strategies, and portfolio management team will remain unchanged. If the proposal is not approved within 150 days of an interim advisory agreement taking effect, the Board will consider alternatives, including liquidating the Fund, which could require an extended period due to investments in underlying hedge funds.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines a significant change in the Fund's advisory structure, albeit with the return of a familiar entity, Evanston Capital Management, LLC (ECM). While the advisory fee rate and expense cap remain unchanged, the transition ensures continuity of portfolio management and investment strategy, mitigating potential disruption. For employees, the shift from North Square Investments, LLC (NSI) to ECM as the primary adviser could impact administrative and support roles, though portfolio managers are expected to remain. Customers will see no immediate change in the Fund's investment objective or strategies, but the long-term stability of the fund is contingent on this approval. In the competitive landscape, maintaining consistent management and fees is vital for investor confidence, especially given the potential for liquidation if the proposal fails.

Risk Assessment

Risk Level: medium — The risk level is medium because while the Board unanimously recommends approval and the terms of the New Advisory Agreement are substantially the same as the Current Advisory Agreement, the filing explicitly states that if the Proposal is not approved within 150 days of the Interim Advisory Agreement, the Board will consider alternatives, which may include liquidating the Fund. This introduces a material risk of fund closure if shareholders do not vote in favor.

Analyst Insight

Investors should promptly vote FOR the proposal to approve the new investment advisory agreement with Evanston Capital Management, LLC. This action ensures the continuity of the Fund's operations, investment strategy, and fee structure, avoiding the significant risk of potential liquidation if the proposal fails.

Financial Highlights

total Assets

Not Disclosed

total Debt

Not Disclosed

Key Numbers

• January 29, 2026 — Special Meeting Date (Date for shareholders to vote on the New Advisory Agreement)
• October 15, 2025 — Record Date (Date for determining shareholders entitled to vote)
• 302,683.1680 — Class A Shares Outstanding (Number of Class A shares as of the Record Date)
• 8,946,681.3090 — Class I Shares Outstanding (Number of Class I shares as of the Record Date)
• 150 days — Interim Advisory Agreement Duration (Maximum period ECM can serve as interim adviser without shareholder approval before liquidation is considered)
• $10,000 — Estimated Solicitation Costs (Maximum estimated cost for proxy solicitation, borne by ECM)
• July 2014 — ECM's Prior Advisory Start Date (When ECM first served as investment adviser to the Fund)
• May 6, 2024 — Current Advisory Agreement Date (Date of the current investment advisory agreement with NSI)
• August 1, 2026 — Expense Cap Expiration (Date through which the new expense limitation agreement will remain in effect)
• 10:00 AM Central Time — Meeting Time (Scheduled start time for the Special Meeting of Shareholders)

Key Players & Entities

• North Square Evanston Multi-Alpha Fund (company) — the Fund seeking shareholder approval
• Evanston Capital Management, LLC (company) — current sub-adviser, proposed new investment adviser
• North Square Investments, LLC (company) — current investment adviser, undergoing change of control
• Ian Martin (person) — President and Principal Executive Officer of the Fund
• Ultimus Fund Solutions, LLC (company) — Fund's administrator, transfer agent, fund accountant, and compliance services provider
• PINE Distributors LLC (company) — anticipated new distributor for the Fund
• Foreside Fund Services, LLC (company) — current distributor to be replaced
• Broadridge Financial Solutions (company) — third-party proxy vendor assisting in solicitation
• Ryan Cahill (person) — Founding Partner, Business Development and Client Service at ECM
• Tracey Balderson (person) — Senior Vice President, Investor Administration and Fund Operations at ECM

FAQ

Risk Factors

• Termination of Advisory Agreements [high — legal]: The current advisory and sub-advisory agreements with North Square Investments, LLC (NSI) will automatically terminate due to an anticipated change in control of NSI. This necessitates shareholder approval for a new agreement with Evanston Capital Management, LLC (ECM). Failure to obtain approval could lead to the termination of ECM's services and potential liquidation of the Fund.
• Reliance on Interim Advisory Agreement [medium — operational]: An interim advisory agreement allows ECM to serve as adviser for up to 150 days between the NSI transaction and shareholder approval. If approval is not obtained within this period, the Board must consider alternatives, including liquidation, which could be complex and lengthy due to investments in underlying hedge funds.
• Potential Liquidation Costs [medium — financial]: If the proposal is not approved, the Board may consider liquidating the Fund. This process could be extended and incur significant costs, particularly given the Fund's investments in underlying hedge funds, impacting shareholder returns.

Industry Context

The asset management industry is characterized by intense competition and evolving regulatory landscapes. Mutual funds, like the North Square Evanston Multi-Alpha Fund, rely heavily on their investment advisers for performance and shareholder trust. Changes in advisory relationships, especially those triggered by corporate events like changes in control, are common and require careful shareholder oversight to ensure continuity and alignment of interests.

Regulatory Implications

The proposed change in investment adviser requires shareholder approval under the Investment Company Act of 1940. The Fund must comply with proxy solicitation rules and ensure all disclosures are accurate and complete. Failure to obtain shareholder approval could lead to significant operational disruptions and potential regulatory scrutiny regarding the Fund's management continuity.

What Investors Should Do

1. Review the Proxy Statement thoroughly.
2. Vote FOR the new investment advisory agreement with Evanston Capital Management, LLC.
3. Submit your proxy vote promptly.

Key Dates

• 2026-01-29: Special Meeting of Shareholders — Shareholders will vote on the new investment advisory agreement with Evanston Capital Management, LLC (ECM).
• 2025-10-15: Record Date — Determines which shareholders are entitled to vote at the special meeting.
• 2024-05-06: Current Advisory Agreement Date — Date of the existing advisory agreement between the Fund and NSI, which will terminate.
• 2014-07: ECM's Prior Advisory Start Date — Indicates ECM's historical relationship and experience managing the Fund.
• 2026-08-01: Expense Cap Expiration — The new expense limitation agreement with ECM will remain in effect through at least this date.
• 2026-01-28: Proxy Card Receipt Deadline — Ensures executed proxy cards are received by 11:59 p.m. ET to be counted for the shareholder meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters requiring their vote, such as the election of directors or approval of advisory agreements. (This document is the proxy statement containing the information shareholders need to make an informed voting decision.)

Investment Advisory Agreement

A contract between an investment fund and an investment adviser that outlines the terms and conditions under which the adviser will manage the fund's assets. (Shareholders are being asked to approve a new agreement with ECM, which will govern how the Fund's assets are managed.)

Change in Control

A transaction or event that results in a change in the ownership or control of a company, often triggering termination clauses in existing contracts. (An anticipated change in control of NSI is the primary reason for the termination of the current advisory agreements and the need for a new one with ECM.)

Interim Advisory Agreement

A temporary agreement that allows an investment adviser to manage a fund's assets for a limited period while a new, long-term agreement is being sought or approved. (This agreement allows ECM to continue managing the Fund between the NSI transaction and shareholder approval of the new advisory agreement.)

Expense Limitation Agreement

An agreement where the investment adviser agrees to limit certain expenses of the fund, typically by waiving fees or reimbursing expenses, to ensure the fund's net expense ratio does not exceed a specified cap. (ECM has agreed to a new expense limitation agreement with the same terms and expense cap as the current one, ensuring no increase in expenses for shareholders.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose primary purpose is to provide portfolios of securities to investors. (This Act mandates shareholder approval for new investment advisory agreements and governs the structure and operations of the Fund.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, not an annual report, so direct year-over-year financial comparisons are not applicable. The primary focus is on the proposed change in investment adviser due to an anticipated change in control of the current adviser, NSI. Key information relates to the continuity of management, unchanged fees and expense caps, and the timeline for shareholder approval, rather than changes in financial performance metrics.

Key Financial Figures

• $10,000 — licitation, are estimated not to exceed $10,000. ECM will also bear any legal expenses

Filing Documents

• nsemaf-definitive.htm (DEF 14A) — 378KB
• no001_v1.jpg (GRAPHIC) — 1KB
• no002_v1.jpg (GRAPHIC) — 1KB
• no003_v1.jpg (GRAPHIC) — 1KB
• no004_v1.jpg (GRAPHIC) — 1KB
• no005_v1.jpg (GRAPHIC) — 1KB
• 0001580642-25-006878.txt ( ) — 384KB

From the Filing

DEF 14A 1 nsemaf-definitive.htm DEF 14A UNITED 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 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under §240.14a-12 NORTH SQUARE EVANSTON MULTI-ALPHA FUND (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. o 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. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: NORTH SQUARE EVANSTON MULTI-ALPHA FUND c/o North Square Investments, LLC 200 West Madison Street, Suite 2610 Chicago, Illinois 60606 October 31, 2025 Dear Shareholder: The enclosed Proxy Statement contains information about a proposal (the Proposal) for approval by the shareholders of North Square Evanston Multi-Alpha Fund (the Fund) at a special meeting of shareholders to be held on January 29, 2026 to approve a new investment advisory agreement (the New Advisory Agreement) between the Fund and Evanston Capital Management, LLC (ECM), the current sub-adviser to the Fund. The Proposal is contemplated by an agreement (Transition Agreement) by and among ECM and North Square Investments, LLC (NSI), the current investment adviser to the Fund, which contemplates ECM becoming the investment adviser to the Fund subject to shareholder approval (the Proposed Transition). The Transition Agreement provides that, among other matters, ECM and NSI will use commercially reasonable efforts to cause the Proposal to be approved. NSI currently serves as the investment adviser to the Fund under an investment advisory agreement dated May 6, 2024, as amended from time to time, between the Fund and NSI (the Current Advisory Agreement). ECM currently serves as the sub-adviser to the Fund under a sub-advisory agreement dated May 6, 2024, as amended from time to time (the Sub-Advisory Agreement). Prior to the execution of these agreements, ECM served as the investment adviser to the Fund since its commencement of operations in July 2014. Due to an anticipated change in control of NSI (the NSI Transaction), the Current Advisory Agreement and Sub-Advisory Agreement will automatically terminate effective as of the closing of the NSI Transaction. In connection with the NSI Transaction, NSI will not continue to serve as the adviser to the Fund upon the termination of the Current Advisory Agreement. The Board of Trustees of the Fund (the Board) has, therefore, determined that it would be in the best interests of the Fund and its shareholders if ECM were to resume its prior role as the investment adviser to the Fund and continue to provide portfolio management services to the Fund. As described in greater detail in the enclosed Proxy Statement, consummation of the Proposed Transition is contingent upon the New Advisory Agreement being approved by shareholders of the Fund. Under the Investment Company Act of 1940, as amended (the 1940 Act), to be approved, the New Advisory Agreement must be approved at a meeting of the shareholders as required under the 1940 Act. The Board has also approved an interim advisory agreement that will allow ECM to serve as investment adviser to the Fund on a temporary basis for the period between the NSI Transaction and shareholder approval of the New Advisory Agreement. The New Advisory Agreement has terms which are substantially the same as the Current Advisory Agreement, including the advisory fee rate. ECM has also agreed to a new expense limitation agreement which will contain the same terms and expense cap as the current expense limitation agreement with respect to the Fund, which will remain in effect from the effective date of the New Advisory Agreement through at least Aug

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