https://www.sec.gov/Archives/edgar/data/1388485/000182912625001161/fundvantage_497.htm497 1 fundvantage_497.htm 497
Filed Pursuant to Rule 497(e)
1933 Act File No. 333-141120
1940 Act File No. 811-22027
FundVantage Trust
(the “Trust”)
Polen Bank Loan Fund
(the “Fund”)
Supplement dated February 21, 2025 to the Fund’s Summary Prospectus, Statutory Prospectus and Statement of Additional Information, each dated September 1, 2024, as supplemented to date.
For all existing and prospective shareholders of the Polen Bank Loan Fund:
● The Board of Trustees (the “Board”) of the Trust has approved the reorganization of the Polen Bank Loan Fund with and into the Polen Floating Rate Income ETF, which is expected to occur on or about March 21, 2025.
● The Polen Bank Loan Fund is a mutual fund, and the Polen Floating Rate Income ETF is an exchange-traded fund (an “ETF”).
● If you are an existing shareholder of the Polen Bank Loan Fund and your account can hold an ETF, your fund shares will be converted, and no action is needed by you.
● If you hold shares of the Polen Bank Loan Fund in an account that CANNOT hold an ETF (i.e., your account is not permitted to purchase securities traded in the stock market), there are certain actions you can take. See the “Questions and Answers” section below for further information.
At a meeting held on December 2-3, 2024, the Board of the Trust unanimously approved, on behalf of the Polen Bank Loan Fund, the reorganization of the Fund into the Polen Floating Rate Income ETF (the “Reorganization”). The Polen Floating Rate Income ETF will continue to be managed by Polen Capital Credit, LLC (“Polen Credit” or the “Adviser”), the investment adviser for the Polen Bank Loan Fund. The Board, including all of the Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Trust, determined that participation in the Reorganization is in the best interests of the Fund and that the interests of existing shareholders of the Fund will not be diluted as a result of the Reorganization.
The Polen Floating Rate Income ETF will have identical investment objectives and fundamental investment policies, the same portfolio managers and substantially similar investment strategies as the Fund. The Fund will no longer exist after it is reorganized into the Polen Floating Rate Income ETF. The Polen Floating Rate Income ETF has not commenced investment operations, and it is not expected to have shareholders before the Reorganization. It is anticipated that the Reorganization will occur on or around March 21, 2025.
By changing the Fund from a mutual fund into an ETF, Polen Credit believes shareholders in the Polen Floating Rate Income ETF could benefit from lower overall net expenses, increased flexibility to buy and sell shares at current market prices, increased portfolio holdings transparency and the potential for enhanced tax efficiency.
The Reorganization will be conducted pursuant to an Agreement and Plan of Reorganization (the “Plan”). The Reorganization is expected to be treated as a tax-free reorganization under the U.S. Internal Revenue Code of 1986, as amended. As a result, Fund shareholders generally will not recognize a taxable gain (or loss) for U.S. tax purposes as a result of the Reorganization (although cash received as part of the Reorganization may be taxable, as noted below).
Upon completion of the Reorganization, Fund shareholders will receive Polen Floating Rate Income ETF shares with the same aggregate NAV as their Fund shares (except with respect to cash received, as noted below).
Importantly, in order to receive shares of the Polen Floating Rate Income ETF as part of the Reorganization, Fund shareholders must hold their shares of the Fund through a brokerage account that can accept shares of an ETF. If Fund shareholders do not hold their shares of the Fund through that type of brokerage account or have not provided acceptable alternative delivery instructions to the Adviser prior to March 14, 2025, they will not receive shares of the Polen Floating Rate Income ETF as part of the Reorganization and will receive cash equal in value to the NAV of their mutual fund shares. For Fund shareholders that do not currently hold their shares of the Fund through a brokerage account that can hold shares of an ETF, please see the Q&A that follows for additional actions that those Fund shareholders must take in order to receive shares of the Polen Floating Rate Income ETF as part of the Reorganization. No further action is required for Fund shareholders that hold shares of the Fund through a brokerage account that can hold shares of an ETF.
Completion of the Reorganization is subject to a number of conditions under the Plan. The Reorganization has been approved by the written consent of a majority of shareholders, and you are not being asked to vote on the Reorganization. Fund shareholders will receive, on or around February 24, 2025, an information statement/prospectus describing in detail both the Reorganization and the Polen Floating Rate Income ETF, and a summary of the Board’s considerations in approving the Reorganization.
In anticipation of the Reorganization, the Fund will be closed to new accounts beginning on March 10, 2025. Purchases, including exchange purchases, by existing shareholders will be accepted by the Fund until 4:00 p.m. Eastern Time on March 17, 2025. Redemptions, including exchange redemptions, into shares of another Polen Fund of the Trust will be accepted until 4:00 p.m. Eastern Time on March 18, 2025. These dates may change if the closing date of the Reorganization changes.
In addition, as part of the Reorganization, the following preliminary event will occur before the Reorganization is completed. On March 11, 2025, all of the outstanding shares of the Fund will be combined into fewer shares through a reverse stock split (the “Reverse Stock Split”). To accommodate the Reverse Stock Split, Fund shares will be restricted from trading on March 11, 2025 and no Fund shares may be purchased or redeemed on that date. Regular trading will resume on March 12, 2025. Prior to the Reorganization, the Fund will conduct the Reverse Stock Split to increase the Fund’s NAV per share to $25.00 while decreasing the total number of Fund shares issued and outstanding. The total net asset value of each shareholder’s shares will be the same after the reverse split as before the reverse split. The Reverse Stock Split will not result in a taxable transaction for shareholders...
