# Fund Governance & Fees Data API - SEC Form DEF 14A > Database of fund governance and fee data from proxy statements of mutual funds, ETFs, closed-end funds and interval funds filed on SEC Form DEF 14A, including investment advisers and sub-advisers, advisory agreement proposals, changes of control of the adviser, advisory fee rates and breakpoint schedules, expense caps, board approval factors, board chair independence, portfolios overseen and trustee fund holdings. Source: https://sec-api.io/docs/fund-governance-data-api The Fund Governance & Fees Data API shows who manages a registered fund, what the fund pays for management, and how independently the fund board supervises the manager. The data covers the advisers, fees and boards of registered funds from 1994 to the present. Each record covers one proxy statement. Search queries on any field return the matching records in JSON format through one API endpoint. The API extracts the investment adviser and the sub-advisers, the proposals to approve advisory agreements and the events that require them, the advisory fee rates and breakpoint schedules before and after a proposal, the expense caps, the factors that the board considered when it approved the agreement, the board chair and the share of independent trustees, and the number of funds and the fund holdings of each trustee. A proxy statement of a trust with several series lists every series and its share classes. Data sample · Fund governance and fees | Filed at | Ticker | Fund or trust | Fund type | Meeting | Funds | Adviser | Sub-advisers | Proposals | Trigger | Fee change | Change of control | Max advisory fee (%) | Expense caps | Board chair | Independent chair | Trustees | Independent trustees | CIK | Accession no. | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2026-10-05 | – | Elevation Series Trust | exchange traded fund | 2026-11-20 | 1 | Vident Asset Management | 1 | 1 | new adviser | no change | Yes | 0.75 | 0 | – | – | – | – | 1936157 | 0001999371-26-022157 | | 2026-10-01 | – | Madison ETFs Trust | exchange traded fund | 2026-11-24 | 4 | Madison Asset Management, LLC | 1 | 1 | fee change | decrease | No | 0.9 | 0 | Steven P. Riege | Yes | 4 | 3 | 1976877 | 0001753926-26-001884 | | 2026-09-24 | ETX | Eaton Vance Municipal Income 2028 Term Trust | closed end fund | 2026-11-12 | 1 | Eaton Vance | 0 | 0 | – | – | No | – | 0 | Scott E. Wennerholm | Yes | 9 | 9 | 1563696 | 0001133228-26-012762 | | 2026-09-22 | – | Priority Income Fund, Inc. | not stated | 2026-12-17 | 1 | Priority Senior Secured Income Management, LLC | 0 | 0 | – | – | No | – | 0 | M. Grier Eliasek | No | 4 | 3 | 1554625 | 0001554625-26-000031 | | 2026-09-18 | – | EA Series Trust | exchange traded fund | 2026-10-16 | 1 | Empowered Funds, LLC dba EA Advisers | 1 | 1 | change of control | no change | Yes | 0.39 | 0 | – | – | – | – | 1592900 | 0001592900-26-004253 | | 2026-09-15 | – | SUNAMERICA SERIES TRUST | variable insurance fund | 2026-11-24 | 73 | SunAmerica Asset Management, LLC | 0 | 0 | – | – | No | – | 0 | Martha B. Willis | Yes | 10 | 8 | 892538 | 0001193125-26-392109 | | 2026-09-14 | EMD | WESTERN ASSET EMERGING MARKETS DEBT FUND INC. | not stated | 2026-10-16 | 1 | Franklin Templeton Fund Adviser, LLC | 3 | 0 | – | – | No | – | 0 | Eileen A. Kamerick | Yes | 8 | 7 | 1227862 | 0001193125-26-390191 | | 2026-09-11 | – | RUSSELL INVESTMENT CO | not stated | 2026-11-24 | 29 | Russell Investment Management, LLC | 0 | 1 | change of control | no change | Yes | 2 | 0 | Julie Dien Ledoux | Yes | 9 | 8 | 351601 | 0001193125-26-388904 | | 2026-09-04 | – | Hartford Schroders Private Opportunities Fund | closed end fund | 2026-09-21 | 1 | Schroder Investment Management North America Inc. | 2 | 2 | new adviser | no change | Yes | 1.5 | 0 | Christine R. Detrick | Yes | 6 | 5 | 1903070 | 0001104659-26-105526 | | 2026-09-03 | OXLC | Oxford Lane Capital Corp. | closed end fund | 2026-10-22 | 1 | Oxford Lane Management, LLC | 0 | 0 | – | – | No | – | 0 | Mark J. Ashenfelter | Yes | 5 | 3 | 1495222 | 0001213900-26-097175 | | 2026-08-28 | KF | KOREA FUND INC | not stated | 2026-10-21 | 1 | JPMorgan Asset Management (Asia Pacific) Limited | 0 | 0 | – | – | No | – | 0 | Julian Reid | Yes | 4 | 4 | 748691 | 0001193125-26-373092 | | 2026-08-17 | – | EQ ADVISORS TRUST | variable insurance fund | 2026-10-27 | 109 | Equitable Investment Management Group, LLC | 1 | 2 | change of control | no change | Yes | 0.45 | 6 | Gary S. Schpero | Yes | 12 | 11 | 1027263 | 0001193125-26-353807 | | 2026-08-12 | – | Thirdline Real Estate Income Fund | interval fund | 2026-09-11 | 1 | Northmarq Fund Management, LLC | 0 | 1 | change of control | no change | Yes | 0.98 | 1 | – | – | 4 | 3 | 1854370 | 0001398344-26-014212 | | 2026-04-13 | – | Catholic Responsible Investments Funds | not stated | 2026-06-04 | 5 | Christian Brothers Investment Services, Inc. | 1 | 2 | fee change | increase | No | 0.78 | 5 | – | – | – | – | 1872555 | 0001398344-26-006464 | The data comes from proxy statements of mutual funds, exchange-traded funds (ETFs), closed-end funds and interval funds, filed on SEC Form DEF 14A. A fund files a proxy statement when its shareholders vote, for example to elect trustees or to approve a new advisory agreement. Under the Investment Company Act of 1940, shareholders must approve a new advisory agreement, for example after the sale of the adviser or before an increase of the advisory fee. The data is extracted from the text of the proxy statement: the notice of meeting, the proposals to approve advisory and sub-advisory agreements, the sections on the adviser and the transaction, the fee tables and fee schedules, the board considerations, the trustee tables and the tables of trustee fund holdings. The data is provided in a structured JSON format. The extracted information includes: - Funds that vote at the meeting, with EDGAR series ID, share classes and class ticker symbols - Fund type: open-end fund, ETF, closed-end fund, interval fund, business development company, money market fund or insurance fund - Investment adviser with address, parent company and assets under management - Sub-advisers with address, the funds they manage and their status (current or proposed) - Proposals to approve advisory and sub-advisory agreements, with the event that requires the vote, the fee change, the board approval date and interim agreements - Sale or merger of the adviser, a sub-adviser or their parent company, with buyer, closing date and the Section 15(f) conditions - Advisory and sub-advisory fee rates as printed, current and proposed, with breakpoint schedules and the fees paid in the last fiscal year - Expense caps by fund and share class, with end date and the recovery period of waived fees - Factors that the board considered when it approved the agreement, such as services, performance, fees, profitability and economies of scale - Board chair, independence of the chair, lead independent trustee and the number of independent trustees - Trustees and nominees with independence, number of funds overseen, dollar range of fund holdings and aggregate dollar range in the fund family - Short quotes from the proxy statement that support key values ## API Endpoint Search and retrieve the fund governance and fee data of fund proxy statements by sending `POST` HTTP requests with search parameters as JSON-formatted payload to the following API endpoint: https://api.sec-api.io/fund-governance Supported HTTP methods: `POST` Request and response content type: `JSON` ## Authentication To authenticate your API requests, use the API key available in your [user profile](https://sec-api.io/login). You can use your API key in one of two ways. Choose the method that best fits your implementation: - **Authorization Header:** Include your API key as an `Authorization` header in your `POST` requests. For instance, before sending a `POST` request to `https://api.sec-api.io/fund-governance`, ensure the header is set as follows: `Authorization: YOUR_API_KEY`. - **Query Parameter:** Alternatively, append your API key directly to the URL as a query parameter. For example, when making `POST` requests, use the URL `https://api.sec-api.io/fund-governance?token=YOUR_API_KEY` instead of the base endpoint. ## Request Parameters Search the fund governance and fee data of proxy statements by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the [Response Structure section](#response-format) below. Send a search query as a JSON-formatted payload to the API using the structure explained below. **Request parameters:** - query: string Your search criteria in the format `field:value` defining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets (`[`, `]`), wildcards (`*`) and search expression grouping with normal brackets (`(`, `)`). More [information on Lucene is available here](https://sec-api.io/resources/lucene-query-syntax-overview). Query examples are [available below.](#request-examples) - from: integer Specifies the starting position of your results, allowing for pagination. For instance, set `from` to 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned per `query`. To retrieve all results in your search universe, increment `from` by the value of the `size` parameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If your `query` locates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with a `filedAt` date range filter, e.g., `filedAt:[2025-01-01 TO 2025-01-31]` (all filings from January 2025), then paginate through the results by incrementing `from`, and once completed, repeat the process for the next month, and so on. - size: integer The number of results to be returned per request. Default: 50. Maximum: 50. - sort: array An array of objects that specify how the returned results are sorted. For example, `[{ "filedAt": { "order": "desc" } }]` sorts the results by the filing date, most recent filings first. Set `order` to `asc` to sort in ascending order. ### Request Examples Find all fund proxy statements filed in 2026 that report a sale or merger of the adviser, a sub-adviser or their parent company, with the result sorted by the filing date, starting with the most recent filings. Such a transaction ends the current advisory agreement, so the fund asks its shareholders to approve a new one. Increment the `from` parameter by 50 on each subsequent request to paginate through the results. ```json { "query": "changeOfControl.hasChangeOfControl:true AND filedAt:[2026-01-01 TO 2026-12-31]", "from": "0", "size": "50", "sort": [{"filedAt":{"order":"desc"}}] } ``` Find all fund proxy statements that print an advisory fee rate of 0.75% or more of average daily net assets, current or proposed. The advisory fee is the main cost of fund management that fund shareholders pay. ```json { "query": "advisoryFees.feeType:advisory AND advisoryFees.ratePct:[0.75 TO *]", "from": "0", "size": "50", "sort": [{"filedAt":{"order":"desc"}}] } ``` ## Response Structure **Response type:** JSON The API response represents a JSON object with two fields: `total` (object) and `data` (array). The `total.value` field indicates the total number of results matching your search query. The `data` array holds up to 50 items per request. Each item represents the extracted data from one fund proxy statement filed on Form DEF 14A. The data contains only facts that the proxy statement states. A value of `null` or `not_stated`, or an empty array, means that the proxy statement does not state the fact. A joint proxy statement of several trusts has one item in `entities` for each trust; the trust that filed the document is the first entity. The `funds` array lists every series of a trust with its share classes. A share class can have its own ticker symbol or none; a listed closed-end fund has its symbol in `entities[].ticker`. Fee rates and percentages are numbers from 0 to 100, as printed. Dates use the format `YYYY-MM-DD`, or `YYYY-MM` and `YYYY` when the text gives only the month or the year. Amounts are in USD. Each item has the following structure: - accessionNo: string Accession number of the filing, e.g. `0001753926-26-001884`. - formType: string EDGAR form type. Possible values: `DEF 14A`. - filedAt: date Date and time at which SEC EDGAR accepted the filing, e.g. `2026-10-01T16:59:27-04:00`. - periodOfReport: date Period of report as stated in the EDGAR header of the filing, e.g. `2026-10-07`. For a proxy statement on Form DEF 14A, this is usually the date of the shareholder meeting. This field is `null` when the EDGAR header gives no period. - entities: array of objects Registrants named in the EDGAR header of the filing, marked `(Filer)`. A proxy statement of one fund or one trust has one entity. A joint proxy statement for several trusts or funds has one entity for each of them. The trust or fund that filed the document is the first entity. - cik: string Central Index Key (CIK) of the entity, without leading zeros, e.g. `1976877`. - ticker: string Exchange symbol of the shares of the entity, for a listed closed-end fund or business development company, e.g. `ETX`. This field is `null` for a trust with several series or share classes. The symbols of these series and classes are in `funds[].classes[].ticker`. - companyName: string Name of the entity as in EDGAR, with its role in the filing in brackets, for example `(Filer)`, e.g. `Madison ETFs Trust (Filer)`. - irsNo: string Employer identification number of the entity, assigned by the Internal Revenue Service (IRS). - fiscalYearEnd: string Last day of the fiscal year of the entity, in the format `MMDD`, e.g. `1231`. - stateOfIncorporation: string Code of the state or country in which the entity is organized, e.g. `WI`. - sic: string Standard Industrial Classification (SIC) code and industry title of the entity, as in EDGAR. Most funds have no SIC code. - act: string Securities law under which the entity files, as in EDGAR, e.g. `34`. `34` is the Securities Exchange Act of 1934. - fileNo: string SEC file number of the entity, e.g. `811-23875`. File numbers of registered investment companies start with `811-`. - filmNo: string Film number that SEC EDGAR assigned to the filing document of the entity, e.g. `261432234`. - meetingDate: date Date of the shareholder meeting, e.g. `2026-11-24`. - meetingType: string Type of the shareholder meeting as the proxy statement names it. Possible values: `annual`, `special`, `annual_and_special`, `not_stated`. - url: string URL of the main filing document on SEC EDGAR. - fundType: string Type of the funds in the proxy statement, as the proxy statement describes them. `variable_insurance_fund` is a fund that sells its shares only to insurance company separate accounts and retirement plans. `multiple` is used when the proxy statement covers funds of different types. Possible values: `open_end_fund`, `exchange_traded_fund`, `closed_end_fund`, `interval_fund`, `business_development_company`, `money_market_fund`, `variable_insurance_fund`, `multiple`, `not_stated`. - funds: array of objects Funds whose shareholders vote at the meeting. For a trust with several series, there is one item for each series from the EDGAR series and class data of the filing. For a fund without series, such as most closed-end funds, there is one item with the name of the fund. - name: string Name of the fund or series, e.g. `Madison Covered Call ETF`. - seriesId: string EDGAR series identifier, e.g. `S000081094`. This field is `null` for a fund without series. - classes: array of objects Share classes of the fund. A fund can have one class, several classes or no class data. - className: string Name of the share class, e.g. `Madison Covered Call ETF`. - classId: string EDGAR class identifier, e.g. `C000243765`. - ticker: string Trading symbol of the share class, e.g. `CVRD`. This field is `null` when the class has no symbol, for example a class that only insurance company separate accounts hold. - adviser: object Investment adviser of the funds. The adviser manages the fund assets and receives the advisory fee from the fund. When the meeting votes on a new adviser, this is the proposed adviser. - name: string Name of the investment adviser, e.g. `Madison Asset Management, LLC`. - address: string Address of the investment adviser as printed, e.g. `550 Science Drive, Madison, Wisconsin 53711`. - parentCompany: string Company that owns or controls the adviser, as the proxy statement names it, e.g. `Madison Investment Holdings`. - assetsUnderManagementUSD: number Assets that the adviser manages, in USD, as printed, e.g. `29300000000`. A larger adviser can share economies of scale with the fund through lower fees. - assetsUnderManagementDate: date Date of the assets under management figure, e.g. `2026-06-30`. - subAdvisers: array of objects Sub-advisers that manage all or part of the fund assets for the adviser. The adviser or the fund pays the sub-adviser. - name: string Name of the sub-adviser, e.g. `Tidal Investments LLC`. - address: string Address of the sub-adviser as printed, e.g. `1125 Sanctuary Parkway, Suite 515, Alpharetta, Georgia 30009`. - funds: array of strings Names of the funds that the sub-adviser manages, e.g. `["Madison Covered Call ETF"]`. Empty when the proxy statement does not name the funds. - status: string `current` for a sub-adviser that manages the fund now. `proposed` for a sub-adviser that shareholders are asked to approve. Possible values: `current`, `proposed`, `not_stated`. - advisoryAgreementProposals: array of objects Proposals to approve an advisory or sub-advisory agreement. Under the Investment Company Act of 1940, fund shareholders must approve a new advisory agreement, for example after a change of control of the adviser. - proposalNumber: string Number of the proposal as printed, e.g. `1`. - agreementType: string Type of the agreement. Possible values: `advisory`, `sub_advisory`, `not_stated`. - adviserName: string Name of the adviser or sub-adviser that is party to the proposed agreement, e.g. `Madison Asset Management, LLC`. - trigger: string Event that requires the vote. `change_of_control` is a sale or merger of the adviser, a sub-adviser or their parent company, which ends the current agreement. `new_adviser` and `new_sub_adviser` replace a current adviser or add one. `fee_change` changes the fee rate. `other_amendment` changes other terms. Possible values: `change_of_control`, `new_adviser`, `new_sub_adviser`, `fee_change`, `other_amendment`, `not_stated`. - funds: array of strings Names of the funds that the proposal covers, e.g. `["Madison Covered Call ETF"]`. - feeChange: string Change of the fee rate under the proposed agreement compared with the current agreement, as the proxy statement states it. Possible values: `increase`, `decrease`, `no_change`, `not_stated`. - boardApprovalDate: date Date on which the board approved the proposed agreement, e.g. `2026-08-27`. For a meeting over two days, this is the last day. - interimAgreement: boolean `true` when the proxy statement states that the board approved an interim agreement that applies until shareholders approve the new agreement. Rule 15a-4 under the Investment Company Act of 1940 limits an interim agreement to 150 days. - summary: string Short summary of the proposal, at most 400 characters. - changeOfControl: object Sale, merger or business transfer of the adviser, a sub-adviser or their parent company that ends the current advisory agreement. Such a transaction is an assignment of the agreement, and an advisory agreement ends automatically on its assignment. The fund then needs shareholder approval for a new agreement. - hasChangeOfControl: boolean `true` when the proxy statement describes a completed or pending transaction that ends the advisory or sub-advisory agreement by assignment. `false` in all other cases. - acquirer: string Buyer of the adviser, sub-adviser, parent company or business, e.g. `Vident Asset Management`. - target: string Adviser, sub-adviser, parent company or business that is sold or transferred, e.g. `Freedom Day Solutions, LLC`. - closingDate: date Date on which the transaction closed or is expected to close, as printed, e.g. `2026-05-21`. - section15fConditions: boolean `true` when the proxy statement states that the parties intend to meet the conditions of Section 15(f) of the Investment Company Act of 1940. Under Section 15(f), at least 75% of the board must be independent for three years after the transaction, and the transaction must not impose an unfair burden on the fund for two years. - summary: string Short description of the transaction, at most 500 characters. - advisoryFees: array of objects Advisory and sub-advisory fee rates as printed, one item for each fund, agreement and status. The fee is an annual percentage of the average daily net assets of the fund. When the proxy statement prints rates for more than 30 funds, the funds of the proposals come first, up to 30 items. - fund: string Name of the fund, e.g. `Madison Covered Call ETF`. This field is `null` when the rate applies to all funds of the proxy statement. - adviserName: string Name of the adviser or sub-adviser that receives the fee, e.g. `Madison Asset Management, LLC`. - feeType: string `advisory` for the fee that the fund pays to the adviser. `sub_advisory` for the fee that the adviser or the fund pays to a sub-adviser. Possible values: `advisory`, `sub_advisory`, `not_stated`. - status: string `current` for the rate of the current agreement. `proposed` for the rate of the proposed agreement. `current_and_proposed` when the proposed rate equals the current rate. Possible values: `current`, `proposed`, `current_and_proposed`, `not_stated`. - ratePct: number Flat annual fee rate in percent of average daily net assets, e.g. `0.9`. This field is `null` when the rate changes with the asset level; the rates are then in `breakpoints`. - breakpoints: array of objects Fee rates by asset level, as printed. A breakpoint lowers the rate on the assets above a stated level, so that fund holders share the economies of scale. - assetLevel: string Asset level to which the rate applies, as printed, e.g. `first $250 million of aggregate Fund assets`. - ratePct: number Annual fee rate for the asset level, in percent, e.g. `0.04`. - feesPaidUSD: number Fee that the fund paid or accrued in the last fiscal year, in USD, as printed, e.g. `338472`. - expenseLimitations: array of objects Agreements under which the adviser waives fees or pays expenses so that the operating expenses of a fund or share class stay below a cap. - fund: string Name of the fund, e.g. `ATM International Managed Volatility Portfolio`. This field is `null` when the cap applies to all funds of the proxy statement. - shareClass: string Share class to which the cap applies, e.g. `Class K`. This field is `null` when the cap applies to all classes. - capPct: number Expense cap in percent of average daily net assets, e.g. `0.65`. - endDate: date Date until which the agreement is in effect, as printed, e.g. `2027-04-30`. - recoupment: boolean `true` when the adviser can recover waived fees or paid expenses from the fund later. `false` when the proxy statement states that it cannot. - recoupmentYears: number Number of years during which the adviser can recover waived fees or paid expenses, e.g. `3`. - boardApprovalFactors: object Factors that the board considered when it approved the advisory or sub-advisory agreement. Section 15(c) of the Investment Company Act of 1940 requires the board to request and evaluate the information that it needs to review the terms of the agreement. - approvalDate: date Date of the board meeting at which the board approved the agreement, e.g. `2026-08-27`. For a meeting over two days, this is the last day. - factors: array of strings Factors that the proxy statement lists. `fall_out_benefits` are other benefits that the adviser receives from its relationship with the fund, for example research paid with fund brokerage commissions. Possible values: `nature_extent_quality_of_services`, `investment_performance`, `fees_and_expenses`, `costs_and_profitability`, `economies_of_scale`, `fall_out_benefits`, `other`. - summary: string Short summary of the conclusions of the board on fees, performance and profitability, at most 500 characters. - board: object Leadership and composition of the fund board. An independent trustee is not an interested person of the fund or the adviser, as defined in Section 2(a)(19) of the Investment Company Act of 1940. - chairName: string Name of the board chair, e.g. `Steven P. Riege`. - chairIsIndependent: boolean `true` when the chair is an independent trustee. `false` when the chair is an interested person, for example an officer of the adviser. - leadIndependentTrusteeName: string Name of the lead independent trustee, e.g. `Steven P. Riege`. - trusteeCount: integer Number of trustees or directors after the meeting, including nominees, as stated or as listed in the trustee table, e.g. `4`. - independentTrusteeCount: integer Number of independent trustees or directors in `trusteeCount`, e.g. `3`. - trustees: array of objects Trustees or directors and nominees in the trustee table of the proxy statement. - name: string Name of the trustee or director, e.g. `K. Robert J. Batchelor`. - isIndependent: boolean `true` for an independent trustee. `false` for an interested person. - isNominee: boolean `true` when the trustee stands for election at the meeting. - position: string Position held with the fund, as printed, e.g. `Trustee`. - portfoliosOverseen: integer Number of funds or series in the fund complex that the trustee oversees, as printed, e.g. `6`. A high number can limit the time that a trustee can spend on each fund. - fundHoldings: array of objects Dollar range of the shares that the trustee owns in each fund of the proxy statement, as printed. The ranges are none, $1 to $10,000, $10,001 to $50,000, $50,001 to $100,000 and over $100,000. When the proxy statement prints letter codes, the value is the range that the legend of the table gives for the letter. When the table covers more than 10 funds, only funds with a range other than none are listed. - fund: string Name of the fund, e.g. `Madison ETFs Trust`. - dollarRange: string Dollar range as printed, e.g. `None`. - aggregateDollarRange: string Dollar range of the shares that the trustee owns in all funds that the trustee oversees in the family of investment companies, as printed, e.g. `$50,001-$100,000`. Letter codes are replaced with the range of the table legend. - evidence: object Short quotes from the proxy statement that support key values. Each key is the path of a field, e.g. `undefined`, and each value is the quote. ### Response Example JSON ```json { "total": { "value": 1, "relation": "eq" }, "data": [ { "accessionNo": "0001753926-26-001884", "formType": "DEF 14A", "filedAt": "2026-10-01T16:59:27-04:00", "periodOfReport": "2026-10-07", "entities": [ { "cik": "1976877", "ticker": null, "companyName": "Madison ETFs Trust (Filer)", "irsNo": "000000000", "fiscalYearEnd": "1231", "stateOfIncorporation": "WI", "sic": null, "act": "34", "fileNo": "811-23875", "filmNo": "261432234" } ], "meetingDate": "2026-11-24", "meetingType": "special", "url": "https://www.sec.gov/Archives/edgar/data/1976877/000175392626001884/g217932_def14a.htm", "fundType": "exchange_traded_fund", "funds": [ { "name": "Madison Covered Call ETF", "seriesId": "S000081094", "classes": [ { "className": "Madison Covered Call ETF", "classId": "C000243765", "ticker": "CVRD" } ] }, { "name": "Madison Short-Term Strategic Income ETF", "seriesId": "S000081095", "classes": [ { "className": "Madison Short-Term Strategic Income ETF", "classId": "C000243766", "ticker": "MSTI" } ] }, { "name": "Madison Dividend Value ETF", "seriesId": "S000081096", "classes": [ { "className": "Madison Dividend Value ETF", "classId": "C000243767", "ticker": "DIVL" } ] }, { "name": "Madison Aggregate Bond ETF", "seriesId": "S000081097", "classes": [ { "className": "Madison Aggregate Bond ETF", "classId": "C000243768", "ticker": "MAGG" } ] } ], "adviser": { "name": "Madison Asset Management, LLC", "address": "550 Science Drive, Madison, Wisconsin 53711", "parentCompany": "Madison Investment Holdings", "assetsUnderManagementUSD": 29300000000, "assetsUnderManagementDate": "2026-06-30" }, "subAdvisers": [ { "name": "Tidal Investments LLC", "address": "234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204", "funds": [ "Madison Covered Call ETF", "Madison Dividend Value ETF", "Madison Short-Term Strategic Income ETF", "Madison Aggregate Bond ETF" ], "status": "current" } ], "advisoryAgreementProposals": [ { "proposalNumber": "1", "agreementType": "advisory", "adviserName": "Madison Asset Management, LLC", "trigger": "fee_change", "funds": [ "Madison Covered Call ETF", "Madison Dividend Value ETF", "Madison Short-Term Strategic Income ETF", "Madison Aggregate Bond ETF" ], "feeChange": "decrease", "boardApprovalDate": "2026-08-27", "interimAgreement": null, "summary": "Approval of a new advisory agreement that ends the unitary fee. The advisory fee of each Fund falls by 0.07 percentage points, and each Fund bears its own operating expenses and pays the Adviser an administrative services fee of 0.05%. The net total expense ratio is not expected to change." } ], "changeOfControl": { "hasChangeOfControl": false, "acquirer": null, "target": null, "closingDate": null, "section15fConditions": null, "summary": null }, "advisoryFees": [ { "fund": "Madison Covered Call ETF", "adviserName": "Madison Asset Management, LLC", "feeType": "advisory", "status": "current", "ratePct": 0.9, "breakpoints": [], "feesPaidUSD": 338472 }, { "fund": "Madison Covered Call ETF", "adviserName": "Madison Asset Management, LLC", "feeType": "advisory", "status": "proposed", "ratePct": 0.83, "breakpoints": [], "feesPaidUSD": null }, { "fund": "Madison Dividend Value ETF", "adviserName": "Madison Asset Management, LLC", "feeType": "advisory", "status": "current", "ratePct": 0.65, "breakpoints": [], "feesPaidUSD": 399356 }, { "fund": "Madison Dividend Value ETF", "adviserName": "Madison Asset Management, LLC", "feeType": "advisory", "status": "proposed", "ratePct": 0.58, "breakpoints": [], "feesPaidUSD": null }, { "fund": "Madison Short-Term Strategic Income ETF", "adviserName": "Madison Asset Management, LLC", "feeType": "advisory", "status": "current", "ratePct": 0.36, "breakpoints": [], "feesPaidUSD": 239215 }, { "fund": "Madison Short-Term Strategic Income ETF", "adviserName": "Madison Asset Management, LLC", "feeType": "advisory", "status": "proposed", "ratePct": 0.29, "breakpoints": [], "feesPaidUSD": null }, { "fund": "Madison Aggregate Bond ETF", "adviserName": "Madison Asset Management, LLC", "feeType": "advisory", "status": "current", "ratePct": 0.36, "breakpoints": [], "feesPaidUSD": 260155 }, { "fund": "Madison Aggregate Bond ETF", "adviserName": "Madison Asset Management, LLC", "feeType": "advisory", "status": "proposed", "ratePct": 0.29, "breakpoints": [], "feesPaidUSD": null }, { "fund": "Madison Covered Call ETF", "adviserName": "Tidal Investments LLC", "feeType": "sub_advisory", "status": "current_and_proposed", "ratePct": null, "breakpoints": [ { "assetLevel": "first $250 million of aggregate Fund assets", "ratePct": 0.04 }, { "assetLevel": "aggregate Fund assets above $250 million", "ratePct": 0.03 } ], "feesPaidUSD": null }, { "fund": "Madison Dividend Value ETF", "adviserName": "Tidal Investments LLC", "feeType": "sub_advisory", "status": "current_and_proposed", "ratePct": null, "breakpoints": [ { "assetLevel": "first $250 million of aggregate Fund assets", "ratePct": 0.04 }, { "assetLevel": "aggregate Fund assets above $250 million", "ratePct": 0.03 } ], "feesPaidUSD": null } ], "expenseLimitations": [], "boardApprovalFactors": { "approvalDate": "2026-08-27", "factors": [ "nature_extent_quality_of_services", "investment_performance", "fees_and_expenses", "costs_and_profitability", "economies_of_scale", "fall_out_benefits" ], "summary": "The board found the overall performance of the Funds acceptable, the management and sub-advisory fees reasonable, and the estimated profitability of the Adviser not unreasonable. The Funds are relatively small, so economies of scale have not yet been realized to a degree that would warrant breakpoints." }, "board": { "chairName": "Steven P. Riege", "chairIsIndependent": true, "leadIndependentTrusteeName": "Steven P. Riege", "trusteeCount": 4, "independentTrusteeCount": 3 }, "trustees": [ { "name": "K. Robert J. Batchelor", "isIndependent": true, "isNominee": true, "position": "Trustee", "portfoliosOverseen": 6, "fundHoldings": [ { "fund": "Madison ETFs Trust", "dollarRange": "N/A" } ], "aggregateDollarRange": "N/A" }, { "name": "Steven P. Riege", "isIndependent": true, "isNominee": true, "position": "Chairman, Trustee", "portfoliosOverseen": 30, "fundHoldings": [ { "fund": "Madison ETFs Trust", "dollarRange": "None" } ], "aggregateDollarRange": "$50,001-$100,000" }, { "name": "Richard E. Struthers", "isIndependent": true, "isNominee": true, "position": "Trustee", "portfoliosOverseen": 30, "fundHoldings": [ { "fund": "Madison ETFs Trust", "dollarRange": "None" } ], "aggregateDollarRange": "$50,001 - $100,000" }, { "name": "Leslie Oliversen", "isIndependent": false, "isNominee": true, "position": "Trustee", "portfoliosOverseen": 6, "fundHoldings": [ { "fund": "Madison ETFs Trust", "dollarRange": "Over $100,000" } ], "aggregateDollarRange": "Over $100,000" } ], "evidence": { "advisoryAgreementProposals[0]": "The Adviser proposed, and the Board has approved and recommends that shareholders approve, a New Advisory Agreement pursuant to which the Adviser would reduce its advisory fee and each Fund would bear the expenses associated with the Funds’ operations.", "advisoryFees[0].ratePct": "Effective March 2, 2026, MAGG and MSTI investment advisory fee was reduced from 0.40% to 0.36%.", "advisoryFees[8].breakpoints": "0.04% on the first $250 million of aggregate Fund assets and 0.03% on aggregate Fund assets above $250 million.", "adviser.assetsUnderManagementUSD": "As of June 30, 2026, the Adviser and its affiliates managed approximately $29.3 billion in assets", "board.chairName": "The Board of Trustees has charged Steven P. Riege with acting as Chair and Lead Independent Trustee", "boardApprovalFactors.summary": "given the Funds are relatively small, meaningful economies of scale have not yet been realized to a degree that would warrant the implementation of breakpoints" } } ] } ```