Azimut Deal Triggers Fee Revamp for Exchange Place Advisors Fund

TL;DR

**Vote YES on the new advisory agreement; it's a fee cut that simplifies the structure and keeps management in place after the Azimut acquisition.**

AI Summary

Exchange Place Advisors Trust's North Square Multi Strategy Fund is seeking shareholder approval for a new investment advisory agreement with North Square Investments, LLC (NSI) due to NSI's proposed acquisition by Azimut Group for approximately $160 million. This acquisition, expected to close in early 2026, constitutes a 'change of control' under the Investment Company Act of 1940, automatically terminating the current advisory agreement. The new agreement proposes a significant change in the advisory fee structure: from a tiered rate of 0.50% for non-affiliated investments and 0.00% for affiliated investments, to a flat rate of 0.20% for all fund assets. This change is intended to harmonize fees with a similar NSI-managed fund and address marketing challenges, as the Fund's effective fee rate has historically ranged from 0.18% to 0.21% over the last four years, with 0.21% for the fiscal year ended May 31, 2025. The Board unanimously recommends approval, noting no expected changes to the Fund's investment objectives, strategies, or portfolio management team. NSI will bear all costs associated with this proxy solicitation.

Why It Matters

This DEF 14A filing is crucial for investors in the North Square Multi Strategy Fund as it directly impacts the advisory fee structure, potentially lowering the stated fee from 0.50% to 0.20% for all assets, which could improve transparency and marketability. For employees of NSI and CSM Advisors, LLC, the filing confirms continuity of management and services post-acquisition by Azimut Group, ensuring job stability. Customers will see no change in investment objectives or portfolio managers, maintaining consistency. In the broader market, this acquisition highlights ongoing consolidation in the asset management sector, with Azimut Group expanding its U.S. footprint and potentially increasing competitive pressure on other multi-strategy fund providers.

Risk Assessment

Risk Level: low — The risk level is low because the proposed changes are primarily administrative, driven by a change of control event, and are not expected to alter the Fund's investment objectives, strategies, or portfolio management. The new advisory fee rate of 0.20% is actually lower than the Fund's effective advisory fee rate of 0.21% for the fiscal year ended May 31, 2025, and NSI has agreed to reduce expense caps for Class A and Class I shares by 0.05%.

Analyst Insight

Investors should vote FOR the Proposal to approve the New Advisory Agreement. This change simplifies the fee structure, potentially reduces overall expenses through a lower flat fee and reduced expense caps, and ensures continuity of the Fund's investment management post-acquisition.

Key Numbers

• $160 million — Acquisition value (Proposed acquisition of NSI by Azimut Group, including future contingent consideration)
• 0.50% — Current advisory fee rate (For fund assets invested in non-affiliated investments under the Current Advisory Agreement)
• 0.00% — Current advisory fee rate (For fund assets invested in affiliated investments under the Current Advisory Agreement)
• 0.20% — Proposed advisory fee rate (For all fund assets under the New Advisory Agreement)
• 0.21% — Effective advisory fee rate (For the Fund's most recent fiscal year ended May 31, 2025)
• 0.18% - 0.21% — Effective advisory fee rate range (Over the last four years of the Fund's operations)
• 1.20% — Current expense cap (For Class A shares of the Fund)
• 1.17% — Current expense cap (For Class I shares of the Fund)
• 1.15% — New expense cap (For Class A shares of the Fund, a 0.05% reduction)
• 1.12% — New expense cap (For Class I shares of the Fund, a 0.05% reduction)

Key Players & Entities

• Exchange Place Advisors Trust (company) — Registrant and Trust for North Square Multi Strategy Fund
• North Square Multi Strategy Fund (company) — Series of Exchange Place Advisors Trust seeking shareholder approval
• North Square Investments, LLC (company) — Current and proposed investment adviser to the Fund
• Azimut Group (company) — Independent global asset manager acquiring NSI
• Azimut U.S. Holdings Inc. (company) — U.S. subsidiary of Azimut Group involved in the acquisition
• CSM Advisors, LLC (company) — Current and proposed sub-adviser to the Fund
• Ian Martin (person) — President and Principal Executive Officer of North Square Multi Strategy Fund
• Karen Jacoppo-Wood (person) — Secretary of Exchange Place Advisors Trust
• Okapi Partners (company) — Proxy solicitor for the special meeting
• Securities and Exchange Commission (regulator) — Grants exemptive relief for manager-of-managers structure

FAQ

Risk Factors

• Change of Control Triggering Agreement Termination [high — regulatory]: The proposed acquisition of NSI by Azimut Group constitutes a 'change of control' under the Investment Company Act of 1940. This event automatically terminates the current investment advisory agreement, necessitating shareholder approval for a new agreement to ensure continuity of services.
• Compliance with Investment Company Act of 1940 [medium — regulatory]: The transaction requires adherence to Section 15(f) of the 1940 Act, which governs the assignment of investment advisory contracts. Failure to comply could lead to regulatory scrutiny and potential penalties.
• Sub-Adviser Agreement Termination [medium — operational]: The acquisition also triggers a change of control for the sub-adviser, CSM Advisors, LLC, leading to the termination of its sub-advisory agreement. A new sub-advisory agreement is required, though shareholder approval is not needed due to manager-of-managers exemptive relief.

Industry Context

The asset management industry is undergoing consolidation, with larger global players like Azimut Group acquiring smaller, specialized firms to expand their reach and offerings. This trend is driven by the pursuit of economies of scale, broader distribution networks, and enhanced product capabilities. Investment companies must navigate these structural changes while ensuring continuity of service and favorable terms for their shareholders.

Regulatory Implications

The proposed transaction necessitates strict adherence to the Investment Company Act of 1940, particularly regarding 'change of control' and the automatic termination of advisory agreements. Shareholder approval is a critical regulatory hurdle to ensure continued investment management services without disruption.

What Investors Should Do

1. Vote FOR the New Advisory Agreement
2. Review the Proxy Statement
3. Submit Proxy Vote Promptly

Key Dates

• 2025-12-19: Special Meeting of Shareholders — Shareholders will vote on the new investment advisory agreement.
• 2025-10-23: Record Date for Shareholder Meeting — Establishes the shareholders eligible to vote on the proposal.
• 2025-12-18: Deadline for Proxy Card Receipt — Ensures timely submission of shareholder votes.
• 2026-01-01: Expected Closing of Azimut Group Acquisition — Marks the effective date for the change of control and termination of the current advisory agreement.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of shareholders, including proposals to be voted on. (This document is the proxy statement for Exchange Place Advisors Trust's North Square Multi Strategy Fund, detailing the proposed new investment advisory agreement.)

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' of advisory agreements, are central to the reason for this shareholder vote.)

Change of Control

A significant event, such as an acquisition or merger, that results in a change in the ownership or control of a company. (The acquisition of NSI by Azimut Group is considered a change of control, which automatically terminates the existing advisory agreement.)

Assignment

In the context of the 1940 Act, an assignment of an investment advisory contract occurs upon a change of control or ownership of the investment adviser. (The 'change of control' triggers an automatic 'assignment' of the advisory agreement, requiring shareholder approval for a new one.)

Manager-of-Managers Exemptive Relief

An exemption granted by the SEC that allows certain registered investment companies to operate under a 'manager-of-managers' structure, where the primary investment adviser (manager) hires and oversees sub-advisers. (This relief means that changes to the sub-advisory agreement do not require separate shareholder approval.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, not an annual report, and therefore a direct comparison of financial metrics to a prior year's filing is not applicable. The primary focus is on the proposed change in investment advisory agreement due to an acquisition, which involves a shift in advisory fee structure from a tiered rate (0.50% for non-affiliated, 0.00% for affiliated) to a flat 0.20% for all assets, and a reduction in expense caps for Class A and Class I shares.

Key Financial Figures

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

Filing Documents

• exchangeplace_def14a.htm (DEF 14A) — 338KB
• proxy_001.jpg (GRAPHIC) — 595KB
• proxy_002.jpg (GRAPHIC) — 321KB
• 0001580642-25-007107.txt ( ) — 1500KB
• S000063487
• C000205681 (ORILX)
• C000205683 (PORYX)

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 Multi Strategy Fund A Series of Exchange Place Advisors Trust c/o Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 November 7, 2025 Dear Shareholder: The enclosed Proxy Statement contains information about the following proposal to be voted on by the shareholders of North Square Multi Strategy Fund (the "Fund"), a series of Exchange Place Advisors Trust (the "Trust"), at a special meeting of shareholders of the Fund to be held on December 19, 2025: Proposal Shareholders Entitled to Vote To approve a new investment advisory agreement (the "New Advisory Agreement") between the Trust, on behalf of the Fund, and North Square Investments, LLC ("NSI"), including a change to the advisory fee payable by the Fund to NSI thereunder (the "Proposal") All shareholders of the Fund Approval of the Proposal 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 Fund or NSI or to the Fund's investment objectives and principal investment strategies. NSI does not anticipate any changes with respect to the services currently provided to the Fund. 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 the current investment advisory agreement between the Trust and NSI with respect to the Fund (the "Current Advisory Agreement") 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 the Fund's sub-adviser, CSM Advisors, LLC ("CSM"), which is an affiliate of NSI. The Transaction also will result in the termination of the sub-advisory agreement between NSI and CSM with respect to the Fund. As a result of the Transaction, a currently unaffiliated sub-adviser to another fund in the Trust, Kennedy Capital Management LLC ("Kennedy Capital"), which is majority-owned by Azimut U.S. Holdings Inc., will become an affiliate of NSI and of CSM, and NSI, CSM and Kennedy Capital will be under the common control of Azimut NSI, LLC. In order to help ensure that the Fund's investment program continues uninterrupted, we are asking you to approve the New Advisory Agreement with respect to the Fund so that NSI and CSM can provide advisory services to the Fund after the Closing. The New Advisory Agreement includes a change to the advisory fee structure and rate. As discussed further in the Proxy Statement, the advisory fee for the Fund under the Current Advisory Agreement is 0.50% for fund assets invested in non-affiliated investments and 0.00% for fund assets invested in affiliated investments. Under the New Advisory Agr

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View this DEF 14A filing on SEC EDGAR