POS EX 1 scharfetfsposex8-2025.htm POS EX Document

As filed with the U.S. Securities and Exchange Commission on August 28, 2025
Registration No. 333-287091

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14

Pre-Effective Amendment No. __
Post-Effective Amendment No. 1
(Check appropriate box or boxes.)

ADVISORS SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
 
615 East Michigan Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code) (626) 914-7363
 
Jeffrey T. Rauman, President and Principal Executive Officer
Advisors Series Trust
c/o U.S. Bank Global Fund Services
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service) 
Copies to:

Rachael L. Schwartz, Esq.
Sullivan & Worcester LLP
1251 Avenue of the Americas, 19th Floor
New York, New York 10020


This filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1993, as amended.

This post-effective amendment No. 1 to the Registration Statement on Form N-14 of the Registrant is being filed solely to provide Exhibits (12)(a) and (12)(b) to Part C of the Registration Statement previously filed with the Commission on May 8, 2025.

Parts A and B of the Registration Statement filed with the Commission on May 8, 2025, and the definitive versions thereof filed with the SEC on June 10, 2025 pursuant to Rule 497 under the Securities Act are incorporated by reference herein.









PART C
OTHER INFORMATION
Item 15. Indemnification
Reference is made to Article VII of the Registrant’s Agreement and Declaration of Trust, Article VI of Registrant’s Amended and Restated By-Laws and Paragraph 7 of the Distribution Agreement.
    Pursuant to Rule 484 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the Securities Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the U.S. Securities and Exchange Commission (“SEC”) such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.”
Item 16. Exhibits
(1)
(2)
(3)Not applicable.
(4)
(5)
Instruments Defining Rights of Security Holders are incorporated by reference into the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws.
(6)(a)
(b)
(7)(a)
(b)
(c)
(8)Not applicable.
(9)(a)
(b)
(10)(a)
(b)Rule 18f-3 Plan — Not Applicable.



(11)
(12)(a)
(b)
(13)(a)
(b)
(14)(a)
(b)
(15)Not applicable.
(16)
(17)(a)
(b)
(c)
(d)
Item 17. Undertakings
(1)The undersigned Registrant agrees that prior to any public reoffering of the securities registered through use of a prospectus which is part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form.
(2)The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them.



SIGNATURES

As required by the Securities Act of 1933, as amended, this registration statement on Form N-14 has been signed on behalf of the Registrant, in the City of Milwaukee, State of Wisconsin, on August 28, 2025.

Advisors Series Trust

By: /s/ Jeffrey T. Rauman    
Jeffrey T. Rauman
President and Principal Executive Officer

    Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
David G. Mertens*Trustee
August 28, 2025
David G. Mertens
Joe D. Redwine*Trustee
August 28, 2025
Joe D. Redwine
Michele Rackey*Trustee
August 28, 2025
Michele Rackey
Anne W. Kritzmire*Trustee
August 28, 2025
Anne W. Kritzmire
Craig B. Wainscott*Trustee
August 28, 2025
Craig B. Wainscott
/s/ Kevin HaydenTreasurer, Vice President and
August 28, 2025
Kevin HaydenPrincipal Financial Officer
/s/ Jeffrey T. RaumanPresident and Principal Executive
August 28, 2025
Jeffrey T. RaumanOfficer
*By: /s/ Jeffrey T. Rauman
Jeffrey T. Rauman
Attorney-In Fact pursuant to
Power of Attorney



EXHIBIT INDEX