Azimut Acquisition Triggers NSI Advisory Agreement Vote for Exchange Place Funds

TL;DR

**Vote YES on the new advisory agreements; Azimut's acquisition of NSI is a non-event for fund fees and management, ensuring continuity.**

AI Summary

Exchange Place Advisors Trust is seeking shareholder approval for new investment advisory agreements with North Square Investments, LLC (NSI) and an amendment to the fundamental concentration policy of the North Square Preferred and Income Securities Fund. This DEF 14A filing, dated November 3, 2025, outlines the necessity for these approvals due to Azimut Group's proposed acquisition of NSI, valued at approximately $160 million. The acquisition, expected to close in early 2026, constitutes a 'change of control' under the Investment Company Act of 1940, automatically terminating existing advisory agreements. The new agreements maintain the same advisory fee rates and are not expected to alter the Funds' investment objectives, strategies, or portfolio management. Additionally, the North Square Preferred and Income Securities Fund seeks to amend its policy to invest at least 25% of its total assets in the banking, financial services, and insurance industries. The Board of Trustees unanimously recommends voting for both proposals, emphasizing no material changes to day-to-day management or services provided to the Funds.

Why It Matters

This filing is crucial for investors as it ensures continuity of investment advisory services for 13 funds under Exchange Place Advisors Trust following a significant change of control event. While the $160 million acquisition of NSI by Azimut Group is not directly voted on, shareholder approval of new advisory agreements is essential to prevent disruption to fund management. For employees, the filing indicates no anticipated changes to day-to-day management or portfolio managers, suggesting stability. Customers will see no change in investment objectives or fee structures, maintaining consistency in their investment experience. In the competitive landscape, this acquisition by Azimut Group strengthens its U.S. presence, potentially impacting other asset managers.

Risk Assessment

Risk Level: low — The risk level is low because the new advisory agreements maintain the same advisory fee rates and are not expected to result in any material changes to the day-to-day management of the Funds or NSI. The Funds' investment objectives and principal investment strategies will also remain unchanged, as explicitly stated in the filing.

Analyst Insight

Investors should vote FOR Proposal 1 to ensure uninterrupted investment advisory services for their funds, as the acquisition of NSI by Azimut Group is a regulatory trigger, not a performance-related one. For North Square Preferred and Income Securities Fund shareholders, voting FOR Proposal 2 aligns with the Board's unanimous recommendation for a focused investment strategy.

Key Numbers

• $160 million — Acquisition Value (Consideration for Azimut Group's acquisition of NSI)
• 25% — Concentration Policy Threshold (Minimum investment in banking, financial services, and insurance for North Square Preferred and Income Securities Fund)
• 13 — Number of Funds (Series of Exchange Place Advisors Trust affected by Proposal 1)
• 2025-10-23 — Record Date (Date for determining shareholders entitled to vote)
• 2025-12-19 — Meeting Date (Date of the Joint Special Meeting of Shareholders)
• 2026 — Expected Closing Year (Anticipated closing of the Azimut Group acquisition of NSI)

Key Players & Entities

• Exchange Place Advisors Trust (company) — Registrant and umbrella for 13 funds
• North Square Investments, LLC (company) — Investment adviser to the Funds, being acquired
• Azimut Group (company) — Independent global asset manager acquiring NSI
• Azimut U.S. Holdings Inc. (company) — U.S. subsidiary of Azimut Group
• CSM Advisors, LLC (company) — Affiliated sub-adviser of NSI
• Kennedy Capital Management LLC (company) — Currently unaffiliated sub-adviser becoming an affiliate of NSI
• Ian Martin (person) — President and Principal Executive Officer of Exchange Place Advisors Trust
• Karen Jacoppo-Wood (person) — Secretary of Exchange Place Advisors Trust
• Okapi Partners (company) — Proxy solicitor for the Trust
• $160 million (dollar_amount) — Valuation of NSI acquisition by Azimut Group

FAQ

Risk Factors

• Change of Control and Assignment of Advisory Agreements [medium — regulatory]: The acquisition of NSI by Azimut Group constitutes a 'change of control' under the Investment Company Act of 1940. This event will automatically terminate existing investment advisory agreements with NSI and sub-advisory agreements with CSM Advisors, LLC and Kennedy Capital Management LLC. New agreements are required to ensure continuity of services.
• Amendment to Concentration Policy [low — regulatory]: The North Square Preferred and Income Securities Fund is seeking to amend its fundamental concentration policy to allow for at least 25% of its total assets to be invested in the banking, financial services, and insurance industries. This change requires shareholder approval.

Industry Context

The asset management industry is undergoing consolidation, driven by acquisitions and the pursuit of scale. Independent asset managers like NSI are often targets for larger global firms seeking to expand their market reach and product offerings. Regulatory oversight, particularly under the Investment Company Act of 1940, plays a crucial role in ensuring investor protection during such transactions, often requiring shareholder votes for changes in advisory relationships.

Regulatory Implications

The proposed acquisition triggers 'change of control' provisions under the Investment Company Act of 1940, mandating shareholder approval for new investment advisory agreements to ensure continuity and investor protection. Amendments to fundamental investment policies, such as concentration limits, also require explicit shareholder consent.

What Investors Should Do

1. Vote FOR Proposal 1
2. Vote FOR Proposal 2 (if a shareholder of North Square Preferred and Income Securities Fund)
3. Submit proxy by December 18, 2025

Key Dates

• 2025-10-23: Record Date — Determines which shareholders are entitled to vote at the Joint Special Meeting.
• 2025-12-19: Joint Special Meeting of Shareholders — Shareholders will vote on the new investment advisory agreements and the amendment to the concentration policy.
• 2025-12-18: Proxy Card Submission Deadline — Ensures that executed proxy cards are received by 11:59 p.m. ET to be counted for the meeting.
• 2026: Expected Closing of Azimut Group Acquisition of NSI — Marks the anticipated date when the 'change of control' will occur, triggering the termination of existing advisory agreements.

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. (This document is the DEF 14A filing outlining the proposals for shareholder approval.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (Key provisions of this Act, such as 'change of control' and 'assignment,' necessitate shareholder approval for new advisory agreements.)

Change of Control

A significant event, such as an acquisition, that results in a new entity or individual gaining control over a company. (The acquisition of NSI by Azimut Group is considered a 'change of control,' triggering automatic termination of existing advisory agreements.)

Assignment

In the context of the Investment Company Act of 1940, an assignment of an investment advisory contract occurs upon a change of control of the investment adviser. (The 'change of control' of NSI will result in the 'assignment' of advisory agreements, requiring shareholder approval for new ones.)

Fundamental Investment Policy

A policy that a fund's board of trustees or shareholders has determined to be so important that it cannot be changed without shareholder approval. (The concentration policy of the North Square Preferred and Income Securities Fund is a fundamental policy that requires shareholder approval for amendment.)

Manager-of-Managers Exemptive Relief

An exemption granted by the SEC that allows certain funds to enter into new sub-advisory agreements without shareholder approval, provided specific conditions are met. (This relief means that new sub-advisory agreements do not require shareholder approval in this filing.)

Year-Over-Year Comparison

This filing is a proxy statement related to a specific transaction (acquisition of NSI) and does not provide comparative financial data from a previous year's filing. Therefore, a comparison of revenue growth, margin changes, or new risks versus the prior year is not applicable based on the provided text.

Key Financial Figures

• $160 m — r consideration valued at approximately $160 million, including future contingent cons

Filing Documents

• exchangeplace_def14a.htm (DEF 14A) — 611KB
• proxy_001.jpg (GRAPHIC) — 597KB
• proxy_002.jpg (GRAPHIC) — 330KB
• proxy_003.jpg (GRAPHIC) — 590KB
• proxy_004.jpg (GRAPHIC) — 300KB
• 0001580642-25-006929.txt ( ) — 2913KB
• S000063483
• C000205671 (ORIGX)
• C000205673 (ORIYX)
• S000063485
• C000205677 (ORSIX)
• C000205678 (ORSAX)
• S000063488
• C000205685 (ORDNX)
• S000067944
• C000217840 (ADVGX)
• S000067945
• C000217841 (ADVAX)
• C000217842 (ADVNX)
• S000069691
• C000222264 (NSIVX)
• S000069692
• C000222265 (NMKYX)
• C000222266 (NMKBX)
• S000070728
• C000224836 (ETFCX)
• C000224837 (ETFOX)
• C000224838 (ETFAX)
• S000070729
• C000224839 (ETFWX)
• C000224840 (ETFZX)
• C000224841 (ETFRX)
• S000070730
• C000224843 (STTIX)
• S000085358
• C000250357 (NKAAX)
• C000250358 (NKMCX)
• S000089356
• C000255877 (QTPI)
• S000091143
• C000258541 (DRISX)
• C000258542 (DRSVX)

From the Filing

DEF 14A 1 exchangeplace_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: 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 Section 240.14a-11(c) or Section 240.14a-12 EXCHANGE PLACE ADVISORS TRUST (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): No fee required. 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: Fee paid previously with preliminary materials. 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 the 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 Spectrum Alpha Fund North Square Preferred and Income Securities Fund North Square Dynamic Small Cap Fund North Square Strategic Income Fund North Square Select Small Cap Fund (formerly North Square Advisory Research Small Cap Value Fund) North Square Altrinsic International Equity Fund North Square McKee Bond Fund North Square Tactical Growth Fund North Square Tactical Defensive Fund North Square Core Plus Bond Fund (formerly North Square Trilogy Alternative Return Fund) North Square Kennedy MicroCap Fund North Square Small Cap Value Fund North Square RCIM Tax-Advantaged Preferred and Income Securities ETF, Each a Series of Exchange Place Advisors Trust c/o Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 November 3, 2025 Dear Shareholder: The enclosed Joint Proxy Statement contains information about the following proposals to be voted on by the shareholders of each fund listed above (each a “Fund,” and collectively, the “Funds”), each of which is a separate series of Exchange Place Advisors Trust (the “Trust”), at a joint special meeting of shareholders of each Fund to be held on December 19, 2025: Proposal Shareholders Entitled to Vote 1. To approve new investment advisory agreements (the “New Advisory Agreements”) between the Trust, on behalf of each Fund, and North Square Investments, LLC (“NSI”) (“Proposal 1”) Shareholders of each Fund, with each Fund voting separately on the Proposal. 2. To approve an amendment to the fundamental concentration policy of the North Square Preferred and Income Securities Fund (“Proposal 2”) Shareholders of North Square Preferred and Income Securities Fund only. Approval of Proposal 1 is sought in connection with the proposed acquisition of NSI, through its parent company NSI Holdco, LLC, by Azimut Group, an independent global asset manager based in Milan, Italy via its U.S. subsidiary, Azimut U.S. Holdings Inc. (the “Transaction”). The Transaction is expected to close in early 2026, subject to regulatory approvals and customary closing conditions. In connection with the Transaction, NSI Holdco, LLC will be renamed Azimut NSI, LLC. The Transaction is not expected to result in any material changes to the day-to-day management of the Funds or NSI or to the Funds’ investment objectives and principal investment strategies. NSI does not anticipate any changes with respect to the services currently provided to the Funds. The Transaction will be deemed a change of control of NSI, which will cause an “assignment” under the Investment Company Act of 1940, as amended (the “1940 Act”), of each Fund’s current investment advisory agreement with NSI and result in the automatic termination of such agreement, effective as of the closing of the Transaction (the “Closing”). In addition, the Transaction will result in a change of control of NSI’s affiliated sub-adviser, CSM Advisors, LLC (“CSM”). The Transaction also will result in the termination of each of the sub-advisory agreements between NSI and

View Full Filing

View this DEF 14A filing on SEC EDGAR