0001144204-16-122267.txt : 20160831 0001144204-16-122267.hdr.sgml : 20160831 20160831145135 ACCESSION NUMBER: 0001144204-16-122267 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20160831 FILED AS OF DATE: 20160831 DATE AS OF CHANGE: 20160831 EFFECTIVENESS DATE: 20160831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AdvisorShares Trust CENTRAL INDEX KEY: 0001408970 IRS NUMBER: 260636087 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 811-22110 FILM NUMBER: 161863148 BUSINESS ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE 150 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: (877) 843-3831 MAIL ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE 150 CITY: BETHESDA STATE: MD ZIP: 20814 0001408970 S000044117 AdvisorShares Athena High Dividend ETF C000137061 AdvisorShares Athena High Dividend ETF DIVI DEF 14C 1 v448116_def14c.htm DEF 14C

 

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

 

(Amendment No. )

 

 

Check the appropriate box:

o Preliminary information statement.
o Confidential, for Use of the Commissioner Only (as permitted by Rule 14c-5(d)(2)).
x Definitive information statement.

 

AdvisorShares Trust

(Name of Registrant as Specified in Its Charter)

 

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.
   
o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

 

(1) Title of each class of securities to which transaction applies: N/A

 

(2) Aggregate number of securities to which transaction applies: N/A

 

(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): N/A

 

(4) Proposed maximum aggregate value of transaction: N/A

 

(5) Total fee paid: $0

 

o Fee paid previously with preliminary materials. N/A
   
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:  N/A

   

(2) Form, Schedule or Registration Statement No.:  N/A

   

(3) Filing Party:  N/A      

 

(4) Date Filed:  N/A

 

 

 

ADVISORSHARES ATHENA HIGH DIVIDEND ETF

a series of

ADVISORSHARES TRUST

4800 Montgomery Lane

Suite 150

Bethesda, Maryland 20814

 

IMPORTANT NOTICE REGARDING

INTERNET AVAILABILITY OF THE INFORMATION STATEMENT

 

August 31, 2016

 

As a shareholder of the AdvisorShares Athena High Dividend ETF (the “Fund”), a series of AdvisorShares Trust (the “Trust”), you are receiving this notice regarding the internet availability of an information statement (the “Information Statement”) relating to a change in control of the sub-adviser of the Fund. This notice presents an overview of the Information Statement that is available to you on the internet or, upon request, by mail or email. We encourage you to access and review all of the important information contained in the Information Statement. As described below, the Information Statement is for informational purposes only and, as a shareholder of the Fund, you do not need to take any action.

 

On May 16, 2016, AthenaInvest Inc., the parent company of AthenaInvest Advisors LLC (“Athena”), the investment sub-adviser to the Fund, concluded a transaction with Lazarus Management Company LLC (“LMC”) pursuant to which the parent company of LMC acquired a material ownership interest in AthenaInvest Inc. The transaction caused a change in control of AthenaInvest Inc. and Athena under the Investment Company Act of 1940 and resulted in the assignment and automatic termination of the Athena investment sub-advisory agreement pursuant to which Athena served as sub-adviser to the Fund (the “Prior Sub-Advisory Agreement”). At a meeting held on May 24, 2016, the Trust’s Board of Trustees approved a new investment sub-advisory agreement between AdvisorShares Investments, LLC and Athena pursuant to which Athena continues to serve as sub-adviser to the Fund under the same terms as provided for in the Prior Sub-Advisory Agreement.

 

The Fund has received an exemptive order (the “Manager of Managers Order”) from the U.S. Securities and Exchange Commission that permits the Adviser, subject to certain conditions such as approval by the Board, to enter into a new sub-advisory agreement with an unaffiliated sub-adviser or to change the terms of an existing sub-advisory agreement with an unaffiliated sub-adviser. Approval by the Fund’s shareholders is not required, but the Manager of Managers Order requires that the Information Statement be made available to the Fund’s shareholders.

 

By sending you this notice, the Fund is notifying you that it is making the Information Statement available to you via the internet in lieu of mailing you a paper copy. You may print and view the Information Statement on the Fund’s website at http://www.advisorshares.com/fund/divi. The Information Statement will be available on the website until at least December 1, 2016. To view and print the Information Statement, click on the link to the Information Statement. You may request a paper copy or email copy of the Information Statement, free of charge, by contacting the Trust in writing at 4800 Montgomery Lane, Suite 150, Bethesda, Maryland 20814 or by calling 877-843-3831. The Fund’s most recent annual report and semi-annual report are available upon request, without charge, by contacting the Trust at 4800 Montgomery Lane, Suite 150, Bethesda, Maryland 20814 or by calling 877-843-3831 or visiting advisorshares.com.

 

Only one copy of this notice will be delivered to shareholders of the Fund who reside at the same address, unless the Fund has received instructions to the contrary. If you would like to receive an additional copy, please write to the Trust at 4800 Montgomery Lane, Suite 150, Bethesda, Maryland 20814, or call 1-877-843-3831. Shareholders wishing to receive separate copies of notices in the future, and shareholders sharing an address who wish to receive a single copy if they are receiving multiple copies, should also contact the Trust as indicated above.

 

If you want to receive a paper or email copy of the Information Statement, you must request one.

There is no charge to you to obtain a copy.

 

 

ADVISORSHARES ATHENA HIGH DIVIDEND ETF

a series of

ADVISORSHARES TRUST

4800 Montgomery Lane

Suite 150

Bethesda, Maryland 20814

 

 

INFORMATION STATEMENT

August 31, 2016

 

This Information Statement is for informational purposes only and no action is requested on your part. We are not asking you for a proxy and you are requested not to send us a proxy.

 

This Information Statement is being made available to shareholders of AdvisorShares Athena High Dividend ETF (the “Fund”), a series of AdvisorShares Trust (the “Trust”), in lieu of a proxy statement, pursuant to the terms of an exemptive order (the “Manager of Managers Order”) that the Fund received from the U.S. Securities and Exchange Commission (the “SEC”). The Manager of Managers Order permits AdvisorShares Investments, LLC (the “Adviser”), subject to certain conditions such as approval by the Trust’s Board of Trustees (the “Board”), and without approval by shareholders, to enter into or materially amend a sub-advisory agreement with an unaffiliated sub-adviser.

 

New Sub-Advisory Agreement with AthenaInvest Advisors LLC

 

On May 16, 2016, AthenaInvest Inc., the parent company of AthenaInvest Advisors LLC (“Athena”), the investment sub-adviser to the Fund, concluded a transaction with Lazarus Management Company LLC (“LMC”) pursuant to which the parent company of LMC acquired a material ownership interest in AthenaInvest Inc. (the “Transaction”). The Transaction caused a change in control of AthenaInvest Inc. and Athena under the Investment Company Act of 1940 (the “1940 Act”) and resulted in the assignment and automatic termination of the investment sub-advisory agreement, dated July 1, 2013, between the Adviser and Athena pursuant to which Athena served as sub-adviser and provided sub-advisory services to the Fund (the “Prior Sub-Advisory Agreement”). At a meeting held on May 24, 2016 (the “Meeting”), the Board, including a majority of the Trustees who are not “interested persons” of the Trust as defined by the 1940 Act (the “Independent Trustees”), approved a new investment sub-advisory agreement between the Advisor and Athena (the “New Sub-Advisory Agreement”) pursuant to which Athena continues to serve as sub-adviser to the Fund under the same terms as provided for in the Prior Sub-Advisory Agreement, including the rate of compensation.

 

Considerations by the Board of Trustees

 

At the Meeting, the Board considered the approval of the New Sub-Advisory Agreement, noting that it had considered and approved the annual renewal of the Prior Sub-Advisory Agreement at its November 2015 meeting. The Board considered and discussed information and analysis provided by the Adviser and Athena over the course of Athena’s service to the Fund as sub-adviser. At the Meeting, the Board also discussed information provided by the Adviser about the Transaction. The Board considered all factors that it deemed to be relevant. In its deliberations, the Board did not identify any single factor that was paramount or controlling and individual Trustees may have attributed different weights to various factors.  Certain factors considered by the Board are addressed in more detail below.

 

 1 

 

In considering the nature, extent and quality of the services provided by Athena, the Board reviewed the portfolio management services provided to the Fund.  The most recent Form ADV for Athena had been provided to the Board at the November 2015 meeting, as were Athena’s responses to a detailed series of questions that requested, among other things, information about its business, services, and compensation. The Board considered Athena’s overall quality of personnel, operations, and financial condition, its investment advisory capabilities, and information concerning its compliance function, operational capabilities, and portfolio management team. The Board noted that the Transaction is expected to bring in additional equity capital to AthenaInvest Inc. Based on its review, the Board concluded that it was satisfied with the nature, extent and quality of the services provided to the Fund by Athena.

 

The Board reviewed information regarding the Fund’s performance, including information regarding factors impacting the performance of the Fund, outlining current market conditions, and explaining Athena’s expectations and strategies for the future. Based on this information, the Board concluded that it was satisfied with the investment results that Athena has been able to achieve for the Fund.

 

In considering whether the sub-advisory fee payable with respect to the Fund was reasonable, the Board had reviewed at the November 2015 meeting the sub-advisory fee paid by the Adviser to Athena, the fees waived and/or expenses reimbursed by Athena over the period, the costs and other expenses incurred by Athena in providing advisory services, and the profitability analysis with respect to the Fund. The Board noted that it had also reviewed information comparing the advisory fees paid by the Fund to those paid by comparable funds. The Board noted that the proposed fee under the New Sub-Advisory Agreement is the same as the fee under the Prior Sub-Advisory Agreement. The Board concluded that the fee appeared reasonable in light of the services rendered.

 

At the November 2015 meeting, the Board considered whether economies of scale were realized for the Fund, noting the fee waivers and expense reimbursements by the Adviser and Athena. The Board determined to reassess at an appropriate time in the future whether the advisory fee appropriately took into account any economies of scale that had been realized as a result of any significant asset growth of the Fund.

 

Based on its deliberations, the Board, including the Independent Trustees, unanimously concluded that the terms of the New Sub-Advisory Agreement, including the fee, are fair and reasonable in light of the services that Athena provides to the Fund and approved the New Sub-Advisory Agreement.

 

Information about the Adviser

 

The Adviser, located at 4800 Montgomery Lane, Suite 150, Bethesda, Maryland 20814, has served as the investment adviser for the Fund since its inception on July 29, 2014. The Adviser oversees Athena to ensure its compliance with the investment policies and guidelines of the Fund and monitors Athena’s adherence to its investment style. The terms of the Fund’s investment advisory agreement with the Adviser are unaffected by the approval of the New Sub-Advisory Agreement.

 

Information about AthenaInvest Advisors LLC

 

Athena, a limited liability company with offices at 5340 South Quebec Street, Greenwood Village, Colorado 80111, serves as investment sub-adviser to the Fund. Athena is responsible for the day-to-day management of the Fund and selects the Fund’s investments according to the Fund’s investment objective, policies and restrictions. Athena is an investment adviser registered with the SEC.

 2 

 

The names and principal occupations of the principal executive officers and the directors of Athena are listed below:

Name

 

Principal Occupation

C. Thomas Howard Director & Chief Executive Officer
Andrew C. Howard Director & Vice President
Lambert Bunker Director & Vice President
Justin Borus Director
Brian Abrams Director

 

The following portfolio manager is primarily responsible for the day-to-day management of the Fund:

 

C. Thomas HowardPh.D., Chief Executive Officer, Chief Investment Officer and Director of Research. Dr. Howard founded AthenaInvest Advisors, Inc. in 2005 and currently serves as Chief Executive Officer, Director of Research, and Chief Investment Officer. Dr. Howard’s responsibilities include conducting the basic research underlying the Sub-Advisor’s investment processes; structuring and monitoring investment portfolios; and making all buy and sell decisions. Dr. Howard is a Professor Emeritus at the Reiman School of Finance, Daniels College of Business, University of Denver, where for over 30 years he taught courses and published articles in the areas of investment management and international finance. After receiving a BS in Mechanical Engineering at the University of Idaho, Dr. Howard worked for three years for Proctor Gamble as a production and warehouse manager. Dr. Howard then entered Oregon State University, where he received an MS in Management Science after which he received a Ph.D. in Finance from the University of Washington.

 

Terms of the New Sub-Advisory Agreement

 

The terms of the New Sub-Advisory Agreement are the same as the terms of the Prior Sub-Advisory Agreement. After the initial two-year term, the continuance of the agreement must be specifically approved at least annually (i) by the vote of the Trustees or by a vote of the shareholders of the Fund and (ii) by the vote of a majority of the Trustees who are not parties to the agreement or “interested persons” of any party thereto, cast in person at a meeting called for the purpose of voting on such approval.

 

The agreement will terminate automatically in the event of its assignment, or in the event of a termination of the advisory agreement between the Trust and the Adviser, and is terminable at any time without penalty by the Board, by a majority of the outstanding shares of the Fund, or by the Adviser on 60 days’ written notice to Athena, or by Athena on 120 days’ written notice to the Adviser and the Fund. The agreement provides that Athena shall not be protected against liability by reason of its willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties in the performance of its obligations under the agreement.

 

Athena is entitled to an annual fee of 0.40% for its investment sub-advisory services to the Fund. This rate is the same as that paid under the Prior Sub-Advisory Agreement. All sub-advisory fees are paid by the Adviser and not the Fund. Because the Adviser pays Athena out of the fee it receives from the Fund, there is no duplication of advisory fees paid. For the fiscal year ended June 30, 2016, the aggregate fee paid by the Adviser to Athena was $0 because of fee waivers and expense reimbursements.

 3 

 

General Information

 

Other Service Providers. The Trust’s administrator, custodian, transfer agent and securities lending agent is The Bank of New York Mellon, which is located at 101 Barclay Street, New York, New York 10286. The Fund’s distributor is Foreside Fund Services, LLC, which is located at Three Canal Plaza, Suite 100, Portland, Maine 04101. Counsel to the Trust is Morgan, Lewis & Bockius LLP, which is located at 1111 Pennsylvania Avenue, NW, Washington, DC 20006.

 

Affiliated Broker Commissions. No brokerage commissions were paid by the Fund to any direct or indirect affiliated persons (as defined in the 1940 Act) of the Fund for the fiscal year ended June 30, 2016.

 

Share Ownership. As of August 1, 2016, the following shareholders owned of record more than 5% of the Fund’s assets:

 

Participant Name Percentage of Ownership
National Financial Services, Inc. 34.45%
TD Ameritrade Clearing, Inc. 15.48%
Pershing LLC 14.01%
Charles Schwab & Co., Inc. 10.40%
J.P. Morgan Clearing Corp. 6.39%
Oppenheimer & Co., Inc. 5.33%
 

As of August 1, 2016, the Trustees and officers of the Trust owned of record, in aggregate, less than 1% of the outstanding shares of the Fund.

 

Financial Information. The Fund will furnish, without charge, a copy of its most recent annual report and semi-annual report to shareholders upon request. Requests for such reports should be made by contacting AdvisorShares Trust, 4800 Montgomery Lane, Suite 150, Bethesda, Maryland 20814, or by calling 1-877-843-3831, or by visiting advisorshares.com.

 

Shareholder Proposals. The Trust is not required, nor does it intend, to hold annual meetings of shareholders for the election of Trustees and other business. Instead, meetings will be held only when and if required (for example, whenever less than a majority of the Board has been elected by shareholders). Any shareholders desiring to present a proposal for consideration at the next shareholder meeting must submit the proposal in writing so that it is received by within a reasonable time before any meeting. A proposal should be sent to the Trust at 4800 Montgomery Lane, Suite 150, Bethesda, Maryland 20814.

 

 4 

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