Advisors Series Trust and Distribution Cognizant, LLC

1 week ago 1

Securities and Exchange Commission (“Commission” or “SEC”).

Notice.

Notice of an application under section 6(c) of the Investment Company Act of 1940 (“Act”) for an exemption from section 15(a) of the Act, as well as from certain disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A under the Securities Exchange Act of 1934, and sections 6-07(2)(a), (b), and (c) of Regulation S-X (“Disclosure Requirements”).

The requested exemption would permit Applicants to enter into and materially amend subadvisory agreements with subadvisers without shareholder approval and would grant relief from the Disclosure Requirements as they relate to fees paid to the subadvisers.

Advisors Series Trust and Distribution Cognizant, LLC.

The application was filed on May 9, 2025, and amended on May 20, 2025.

An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing on any application by emailing the SEC's Secretary at [email protected] and serving the Applicants with a copy of the request by email, if an email address is listed for the relevant Applicant below, or personally or by mail, if a physical address is listed for the relevant Applicant below. Hearing requests should be received by the Commission by 5:30 p.m. on July 14, 2025, and should be accompanied by proof of service on the Applicants, in the form of an affidavit, or, for lawyers, a certificate of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by emailing the Commission's Secretary.

The Commission: [email protected]. Applicants: Jeffrey T. Rauman, President, Advisors Series Trust, [email protected], 615 East Michigan Street, Milwaukee, Wisconsin 53202; Patrick Neal, Distribution Cognizant, LLC, [email protected], 755 Page Mill Road, Suite BT100, Palo Alto, California 94306; Rachael L. Schwartz, Esq., Sullivan & Worcester, LLP, [email protected], 1251 Avenue of the Americas, 19th Floor, New York, New York 10020, with a copy to: Elaine E. Richards, Vice President and Secretary, Advisors Series Trust, [email protected], 615 East Michigan Street, Milwaukee, Wisconsin 53202.