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Keith Trauner Chairman | Larry Pitkowsky President |
1. | To approve a new investment advisory agreement with GoodHaven Capital Management, LLC; and |
2. | To consider and vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof. |
/s/ Larry Pitkowsky | ||
Larry Pitkowsky, President The GoodHaven Funds Trust |
1. | Individual Accounts: Your name should be signed exactly as it appears in the registration on the proxy card. |
2. | Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration. |
3. | All other accounts: Show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card. For example: |
REGISTRATION | VALID SIGNATURE | ||
A. | 1) | ABC Corp. | John Collins, Treasurer |
2) | ABC Corp. c/o John Collins, Treasurer | John Collins, Treasurer | |
B. | 1) | ABC Corp. Profit Sharing Plan | Mary B. Smith, Trustee |
2) | ABC Trust | Mary B. Smith, Trustee | |
Mary B. Smith, Trustee u/t/d 12/28/78 | Mary B. Smith, Trustee | ||
C. | 1) | Martin B. Craft, Cust. f/b/o Martin B. Craft, Jr. UGMA | Martin B. Craft |
OR THROUGH THE INTERNET
1. | Read the proxy statement, and have your proxy card handy. |
2. | Call the toll-free number or visit the web site indicated on your proxy card. |
3. | Enter the number found on the front of your proxy card. |
4. | Follow the recorded or on-line instructions to cast your vote. |
1. | To approve a new investment advisory agreement with GoodHaven Capital Management, LLC; and |
2. | To consider and vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof. |
PROPOSAL | — | TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT WITH GOODHAVEN CAPITAL MANAGEMENT, LLC |
The Reorganization will not result in any material changes in the manner in which the Investment Adviser provides investment management services to the Fund, however, Mr. Pitkowsky will be the Fund’s sole portfolio manager. As part of the Reorganization, Mr. Trauner will provide transitional support to the Investment Adviser and may, upon the request of Mr. Pitkowsky and the assent of Mr. Trauner, provide future assistance to the Investment Adviser subject to the execution of a separate written agreement. In addition, Mr. Trauner will cease to be a trustee of the Trust and Mr. Pitkowsky as the sole interested trustee will become the Chairman of the Board. Currently, Mr. Trauner also serves as the Investment Adviser’s and the Trust’s Chief Compliance Officer (“CCO”). The Board and the Investment Adviser intend to retain the services of an independent third party CCO upon the completion of the Reorganization. Following the completion of the Reorganization, the Investment Adviser’s office will be 374 Millburn Avenue, Suite 306, Millburn, NJ 07041 where Mr. Pitkowsky and other firm employees have been based since the firm’s inception. The Investment Adviser will continue to carry out the investment and reinvestment of the assets of the Fund, continuously furnish an investment program with respect to the Fund, determine which securities should be purchased, sold or exchanged, and implement such determinations as well as be responsible for the management of the Fund and the oversight of all of the Fund’s other service providers. Other than the change stated above, no major changes to the Investment Adviser’s executive management, investment management, administration, and other personnel are anticipated as a direct result of the Reorganization.
Among other information, the Independent Trustees requested and obtained the following information in connection with their evaluation of the Investment Adviser and the New Investment Advisory Agreement for the Fund: (i) the qualifications of the portfolio manager for the Fund; (ii) the Fund’s investment advisory fee and total expense ratio; (iii) the financial resources of the Investment Adviser; and (iv) an anticipated profitability analysis from the Investment Adviser, which included the anticipated positive effects that transactions contemplated by the Reorganization will have on the Investment Adviser’s profitability and resources. In addition, the Board, including the Independent Trustees, considered the information provided at regularly scheduled meetings throughout the year (including the meeting held on May 8, 2019) regarding the Fund’s performance and risk attributes, including through meetings with investment management personnel, and took into account other information related to the Fund provided to the Board at regularly scheduled meetings. The Board also considered and took into account information they had received in their review of the continuance of the Current Investment Advisory Agreement for the Fund in January 2019, including with respect to comparative expenses and performance information.
Name and Address* | Age | Position Term and Length of Time Served | Principal Occupation During the Past Five Years | Number of Portfolios Overseen by Trustee | Other Trusteeship/ Directorship Held by Trustee During the Past Five Years |
Richard A. Conn, Jr. c/o GoodHaven Capital Management LLC 4940 SW 83rd Street Miami, FL 33143 | 61 | Indefinite term; Trustee since January 2016. | Managing Partner, Innovate Partners LLC (private investment company) (2009 to present) and Managing Partner, Eurasia Advisors LLC | 1 | None |
Bruce A. Eatroff c/o GoodHaven Capital Management LLC 4940 SW 83rd Street Miami, FL 33143 | 56 | Indefinite term; Trustee since January 2016. | Managing Partner, Halyard Capital (private equity firm) (2006 to present) | 1 | None |
Steven H. Tishman c/o GoodHaven Capital Management LLC 4940 SW 83rd Street Miami, FL 33143 | 62 | Indefinite term; Trustee since January 2016. | Managing Director and Global Head of Mergers and Acquisitions Group, Houlihan Lokey (global investment bank) | 1 | Acushnet Holdings Corp. |
*Following the completion of the Reorganization, the address for GoodHaven Capital Management, LLC will be 374 Millburn Avenue, Suite 306, Millburn, NJ 07041 |
Name and Address* | Age | Position Term, and Length of Time Served | Principal Occupation During the Past Five Years | Number of Portfolios Overseen by Trustee | Other Trusteeship/ Directorship Held by Trustee During the Past Five Years |
Larry Pitkowsky c/o GoodHaven Capital Management LLC 4940 SW 83rd Street Miami, FL 33143 | 55 | Indefinite term; Trustee, President, Treasurer, and Secretary since January 2016. | Co-Managing Partner, GoodHaven Capital Management, LLC (Advisor); Co-Portfolio Manager of the GoodHaven Fund under the PMP Trust (April 2011 to March 2016) Co-Portfolio Manager of the GoodHaven Fund under the GoodHaven Funds Trust (March 2016-present) | 1 | None |
Keith Trauner c/o GoodHaven Capital Management LLC 4940 SW 83rd Street Miami, FL 33143 | 62 | Indefinite term; Trustee and Chairman since January 2016. | Co-Managing Partner, GoodHaven Capital Management, LLC (Advisor); Co-Portfolio Manager of the GoodHaven Fund under the PMP Trust (April 2011 to March 2016) Co-Portfolio Manager of the GoodHaven Fund under the GoodHaven Funds Trust (March 2016-present) | 1 | None |
*Following the completion of the Reorganization, the address for GoodHaven Capital Management, LLC will be 374 Millburn Avenue, Suite 306, Millburn, NJ 07041 |
Name | Dollar Range of GoodHaven Fund Shares | Aggregate Dollar Range of Fund Shares in the New Trust |
Richard Conn, Jr. | $10,001-$50,000 | $10,001-$50,000 |
Bruce Eatroff | Over $100,000 | Over $100,000 |
Steven Tishman | $10,001-$50,000 | $10,001-$50,000 |
Larry Pitkowsky | Over $100,000 | Over $100,000 |
Keith Trauner | Over $100,000 | Over $100,000 |
VOTING TRUSTEES AND THEIR NOMINEES
By Order of the Board of Trustees, | ||
Larry Pitkowsky | ||
President |
Name | Amount & Nature of Ownership | % Ownership** |
NATIONAL FINANCIAL SERVICES LLC | 1,285,866.092* | 29.31% |
CHARLES SCHWAB & COMPANY INC | 1,026,337.297* | 23.39% |
QUASAR DISTRIBUTORS LLC | 949,945.240* | 21.65% |
TD AMERITRADE INCORPORATED | 424,207.403* | 9.67% |
JP MORGAN SECURITIES LLC | 342,694.698* | 7.81% |
PERSHING LLC | 220,223.114* | 5.02% |
Name and Address | Amount of Shares | % Ownership** |
Richard A. Conn, Jr.* | 737.73 | Less than 1% |
Bruce A. Eatroff* | 12,995.96 | Less than 1% |
Steven H. Tishman* | 848.39 | Less than 1% |
Larry Pitkowsky* | 107,371.81 | 2.68% |
Keith Trauner* | 128,614.55 | 3.21% |
Trustees and Officers of the Trust, as a group | 250,568.44 | 6.25% |
(a) | Agreement and Declaration of Trust; | |
(b) | By-Laws-of the Trust, as amended from time to time; | |
(c) | Resolutions of the Trustees of the Trust selecting GoodHaven Capital Management, LLC, as Adviser to the Fund and approving the form of this Agreement; and | |
(d) | Fund’s Prospectus. |
NAME OF FUND | ADVISORY FEE (as a percentage of average daily net assets) |
GoodHaven Fund | 0.90% |