PENN Capital FundsShareholder:I am writing to inform you about an upcoming special shareholder meeting (the “Meeting”) of the Evermore Global Value Fund (the “Fund”), a series of The RBB Fund Trust (the “Trust,” each series thereof, a “Fund,”“Trust”), which will be held at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI, 53202 and together, the “Funds”) will hold a Special Meeting of Shareholdersvirtually via conference call on June 23, 2021 at Navy Yard Corporate Center, 1200 Intrepid Avenue, Suite 400, Philadelphia, Pennsylvania 19112March 31, 2023, at 10:00 a.m. Eastern Time (the “Special Meeting”). A formal noticeAM Central Time. We intend to hold the Meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the Specialevolving COVID-19 pandemic. As a result, we may impose additional procedures or limitations on Meeting appearsattendees or may decide to hold the Meeting in a different location or solely by means of remote communication. We plan to announce any such updates on our website www.evermoreglobal.com, and we encourage you to check this website prior to the next pagesMeeting if you plan to attend in person. We also encourage you to consider your options to vote by internet, telephone, or mail, as discussed in the enclosed proxy card, in advance of the Meeting in the event that, as of March 31, 2023, in-person attendance at the Meeting is either prohibited under a federal, state, or local order or contrary to the advice of public health care officials.
At the Meeting, shareholders will be asked to approve the new investment advisory agreement between F/m Investments, LLC d/b/a North Slope Capital, LLC (“F/m” or the “Adviser”) and the Trust, on behalf of its series, the Fund (the “New Investment Advisory Agreement”). Additionally, shareholders will be asked to approve a new sub-advisory agreement (the “Sub-Advisory Agreement”) between F/m and MFP Investors LLC (“MFP” or the Sub-Adviser”). MFP is followedan investment management firm founded by the late Michael F. Price, a value investor who was portfolio manager to the Mutual Series funds from the mid-1970s through the mid-1990s. MFP will pay for the costs of this proxy solicitation, including the printing and mailing of the Proxy Statement and related materials.
Pursuant to a Purchase and Assignment and Assumption Agreement between Evermore Global Advisors, LLC (“Evermore”) and MFP, Evermore will sell substantially all of its business and advisory assets to MFP (the “Purchase Agreement”). Contemporaneously, it is proposed that F/m will be appointed as investment adviser to the Fund and MFP will be appointed as sub-adviser to the Fund (the Purchase Agreement and proposals collectively referred to as, the “Transaction”). Evermore, MFP, and F/m believe the Transaction will provide more opportunities for the Special MeetingFund’s growth over the long term.
The first proposal relates to the approval of the New Investment Advisory Agreement between F/m and the Trust, on behalf of the Fund. The New Investment Advisory Agreement will not result in any change in the Fund’s investment strategies, advisory fees or, as further described below in connection with the second proposal, portfolio management. The arrangement will be largely identical to the current investment advisory agreement between Evermore Global Advisors, LLC (“Evermore”) and the Trust (the “Proxy Statement”“Current Investment Advisory Agreement”). Evermore has served as the investment adviser to the Fund since its inception and served as investment adviser to the predecessor fund since 2010. As a result of the Transaction, and pending shareholder approval of the New Investment Advisory Agreement, F/m will replace Evermore as the adviser to the Fund. Under the Investment Company Act of 1940, shareholder approval of the New Investment Advisory Agreement is necessary in order for F/m to serve as the Fund’s investment adviser following the closing of the Transaction. The material terms of the proposed New Investment Advisory Agreement are identical to the material terms of the Current Investment Advisory Agreement.
The Special Meetingsecond proposal relates to the approval of the Sub-Advisory Agreement between F/m and MFP. Pursuant to the proposed Sub-Advisory Agreement, MFP will be responsible for day-to-day investment management of the Fund. In connection with the Transaction, MFP will be acquiring certain advisory and other business assets of Evermore and will be hiring Evermore’s key investment professionals. As a result, the Fund and their shareholders will continue to have the benefit of Evermore’s investment strategies and portfolio management expertise by virtue of the Fund’s engagement of MFP as sub-adviser.
The Board of Trustees recommends that you vote in favor of these Proposals.
The attached Proxy Statement describes the Proposals and the voting process for shareholders. The Board asks that you read it carefully and vote in favor of the Proposals. Please return your proxy card in the postage-paid envelope as soon as possible. You also may vote over the Internet or by telephone. Please follow the instructions on the enclosed proxy card to use these methods of voting.
Thank you for your continued support.
Sincerely,
Steven Plump
President
The RBB Fund Trust
Voting is being calledquick and easy. Everything you need is enclosed. To cast your vote:
| ● | PHONE: Call the toll-free number on your proxy card. Enter the control number on your proxy card and follow the instructions. |
| ● | INTERNET: Visit the website indicated on your proxy card. Enter the control number on your proxy card and follow the instructions. |
| ● | MAIL: Complete the proxy card(s) enclosed in this package. BE SURE TO SIGN EACH CARD before mailing it in the postage-paid envelope. |
Important information to (1)help you understand and vote on the Proposals:
Please read the full text of the proxy statement. Below is a brief overview of the Proposals to be voted upon. Your vote is important.
What is this document and why did you send it to me?
We are sending this document to you for your use in connection with the Trust’s solicitation of your vote to approve a proposal to approve a new investment advisory agreement with F/m Investments, LLC d/b/a North Slope Capital, LLC (“Proposal 1”), a Delaware corporation (“F/m” or the “Adviser”) to enable F/m to become the investment adviser for the Evermore Global Value Fund (the “Fund”), a series of The RBB Fund Trust (the “Trust”). A new investment advisory agreement will be required following the acquisition by MFP Investors LLC of substantially all the business and advisory assets of the Fund’s current adviser, Evermore Global Advisors, LLC (“Evermore”) (such transaction herein referred to as, the “Transaction”). As the closing of the Transaction will result in an assignment, it will automatically terminate the Current Investment Advisory Agreement.
Shareholders are additionally being asked to approve a new sub-advisory agreement engaging MFP Investors LLC (“MFP” or the “Sub-Adviser”) as a sub-adviser to the Fund (“Proposal 2” and together with Proposal 1, the “Proposals”). This document includes a Notice of Meeting of Shareholders, a Proxy Statement, and Proxy Card.
At a meeting of the Trust’s Board of Trustees (the “Board”) held on February 8-9, 2023 and reconvened on February 16, 2023, the Board approved both of the Proposals, which are now subject to shareholder approval. The Board recommends that shareholders also approve the Proposals.
What is Proposal 1 about?
You are being asked to vote to approve a new investment advisory agreement (the “New Investment Advisory Agreement”), between F/m and the Trust on behalf of the Funds,Fund.
Under the Investment Company Act of 1940 (the “1940 Act”), shareholder approval of the New Investment Advisory Agreement is necessary to in order for F/m to serve as the Fund’s investment adviser. The material terms of the New Investment Advisory Agreement are identical to the material terms of the Current Investment Advisory Agreement, and Pennthe approval of the New Investment Advisory Agreement will not result in any change in the Fund’s investment strategies or advisory fee. No increase in shareholder fees or expenses is being proposed.
What is Proposal 2 about?
F/m has proposed that MFP serve as sub-adviser to the Fund. In connection with the Transaction, MFP will be acquiring substantially all the business and advisory assets of Evermore and will be hiring Evermore’s key investment professionals. So that the Fund and their shareholders will continue to have the benefit of Evermore’s investment strategies and portfolio management expertise, shareholders are being asked to approve a new sub-advisory agreement (the “Sub-Advisory Agreement”) between F/m and MFP. If the Sub-Advisory Agreement is approved, MFP will serve as sub-adviser to the Fund, and the Fund’s current portfolio management team will continue to provide portfolio management services.
What if either Proposal 1 or Proposal 2 are not approved by shareholders?
The Transaction will not consummate until after shareholders have approved both the New Investment Advisory Agreement and the Sub-Advisory Agreement. If shareholders do not approve either the New Investment Advisory Agreement or the Sub-Advisory Agreement, Evermore will continue to manage the Fund pursuant to the Current Investment Advisory Agreement and Evermore and the Board will consider alternative options.
How will my approval of the Proposals affect the management and operation of the Fund?
The Fund’s investment strategies, advisory fees and other terms will not change as a result of the New Investment Advisory Agreement or the Sub-Advisory Agreement. The same portfolio management team will continue to manage the Fund but as employees of MFP.
Is anything changing for the Fund related to the Transaction?
Other than the Transaction resulting in F/m replacing Evermore as the Fund’s investment adviser and MFP becoming a sub-adviser to the Fund, no changes are expected to occur with respect to the day-to-day management of the Fund.
How will my approval of the Proposals affect the expenses of the Fund?
The proposed approvals of the New Investment Advisory Agreement and Sub-Advisory Agreement with F/m and MFP, respectively, will not result in an increase of the investment advisory fee paid by the Fund to the investment adviser or in the Fund’s total expenses.
What are the primary reasons for the selection of F/m as the investment adviser of the Fund and MFP as sub-adviser to the Fund?
The benefits of approving the New Investment Advisory Agreement and the Sub-Advisory Agreement include continuity in the portfolio management of the Fund and retention of the current investment personnel. The Board weighed a number of factors in reaching its decision to allow F/m to serve as the investment adviser for the Fund and MFP to serve as sub-adviser to the Fund, including the history, reputation, qualifications and resources of F/m and MFP, respectively and the fact that Evermore’s current portfolio managers would continue to provide the day-to-day management of the Fund through their anticipated employment at MFP. With respect to the latter point, the Board considered the Fund’s performance in the absolute, as well as against its benchmark and peer group. The Board also considered that, as a result of the proposal, the Fund’s advisory fee would not increase and that all costs incurred by the Fund as a result of the Transaction would be borne by MFP, not the Fund’s shareholders. Lastly, the Board considered the extent to which economies of scale are relevant to the Fund and the potential of realizing such through the combined efforts of F/m and MFP. Please see “Board Recommendation of Approval” in the Proxy Statement for a full discussion of the Board’s considerations.
Are there any material differences between the Current Investment Advisory Agreement and the proposed New Investment Advisory Agreement?
No. There are no material differences between the Current Investment Advisory Agreement and the proposed New Investment Advisory Agreement.
Has the Board approved the Proposals?
Yes. The Board approved each proposal set forth herein, subject to shareholder approval.
Who is Broadridge Financial Solutions, Inc. (“Broadridge”)?
Broadridge is a third-party proxy vendor that MFP has engaged to contact shareholders and record proxy votes. In order to hold a shareholder meeting, a quorum must be reached. If a quorum is not attained, the meeting must adjourn to a future date. Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your vote.
Who is paying for this proxy mailing and for the other expenses and solicitation costs associated with this shareholder meeting?
MFP will pay for the costs of this proxy solicitation, including the printing and mailing of the Proxy Statement and related materials.
What will happen if the Proposals are not approved by shareholders?
If sufficient votes are not obtained to approve the Proposals with respect to the Fund, the Board will consider what further action to take, including adjourning the special meeting for the Fund and making a reasonable effort to solicit support with respect to the proposal in order to receive sufficient votes. If, following such adjournment, it remains unlikely that the Proposals will be approved by shareholders, the Board will consider alternative actions, taking into account the best interests of shareholders, including (without limitation) the retention of Evermore as the investment adviser of the Fund, the recommendation of one or more other investment advisors, subject to approval by Fund shareholders, or the liquidation of the Fund.
Who is eligible to vote?
Shareholders of record of the Fund as of the close of business on February 28, 2023 (the “Record Date”) are entitled to be present and to vote at the special meeting of shareholders (the “Meeting”) or any adjournment thereof. Shareholders of record of the Fund at the close of business on the Record Date will be entitled to cast one vote for each full share and a fractional vote for each fractional share they hold on the Proposals presented at the Meeting.
How is a quorum for the Meeting established?
The presence of one-third (33-1/3%) of the outstanding shares of the Fund entitled to vote, present in person or represented by proxy, constitutes a quorum for the Proposals for the Fund. Proxies returned for shares whose proxies reflect an abstention on any item are all counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists. However, such proxies will not be treated as votes cast at the Meeting. Proxies returned for shares that represent broker non-votes will not be counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists. If a quorum is not present for the Fund at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve the Proposals is not received on behalf of the Fund, or if other matters arise requiring shareholder attention, persons named as proxy agents may propose one or more adjournments of the Meeting to permit further solicitation of proxies with respect to the Fund.
What vote is required to approve the Proposals?
Approval of the New Investment Advisory Agreement between F/m and the Trust (on behalf of the Fund) and the Sub-Advisory Agreement between F/m and MFP, requires the vote of the “majority of the outstanding voting securities” of the Fund. Under the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of the Fund entitled to vote present in person or by proxy at the Meeting, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.
How do I vote my shares?
Although you may attend the Meeting and vote in person, you do not have to. You can vote your shares by completing and signing the enclosed proxy card and mailing it in the enclosed postage-paid envelope. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card and following the recorded instructions.
In addition, you may vote through the Internet by visiting the Internet address printed on your proxy card and following the on-line instructions. If you need any assistance or have any questions regarding the proposal or how to vote your shares, please call Broadridge Solutions, Inc. at 833-757-0709. Representatives are available to assist you Monday through Friday, 9 a.m. to 10 p.m. Eastern Time.
If you simply sign and date the proxy card but do not indicate a specific vote, your shares will be voted “FOR” the Proposals and to grant discretionary authority to the persons named in the card as to any other matters that properly come before each Meeting. Abstentions will be treated as votes AGAINST a Proposal.
Shareholders who execute proxies may revoke them at any time before they are voted by (1) filing with the Fund a written notice of revocation, (2) timely voting a proxy bearing a later date, or (3) by attending the Meeting and voting in person.
Please complete, sign and return the enclosed proxy card in the enclosed envelope. You may vote your proxies by Internet or telephone in accordance with the instructions set forth on the enclosed proxy card. No postage is required if mailed in the United States.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 31, 2023
EVERMORE GLOBAL VALUE FUND
(a Series of The RBB Fund Trust)
c/o U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202
Notice is hereby given that a Special Meetings of Shareholders (the “Meeting”) of the Evermore Global Value Fund (the “Fund”), a series of The RBB Fund Trust (the “Trust”), will be at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI, 53202 and virtually via conference call on March 31, 2023, at 10:00 AM Central Time.
If you are a shareholder of record as of the close of business on February 28, 2023, you are entitled to vote at the Meeting and at any adjournment thereof. Your vote is extremely important. While you are welcome to join us at the Meeting, most shareholders will cast their votes by filling out, signing, and returning the enclosed proxy card, voting by telephone, or voting using the internet.
We intend to hold the Meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving COVID-19 pandemic. As a result, we may impose additional procedures or limitations on Meeting attendees or may decide to hold the Meeting in a different location or solely by means of remote communication. We plan to announce any such updates on our website www.evermoreglobal.com, and we encourage you to check this website prior to the Meeting if you plan to attend in person. We also encourage you to consider your options to vote by internet, telephone, or mail, as discussed in the enclosed proxy card, in advance of the Meeting in the event that, as of March 31, 2023, in-person attendance at the Meeting is either prohibited under a federal, state, or local order or contrary to the advice of public health care officials.
At the Meeting, shareholders of the Fund will be asked to act upon the following Proposals, all of which are more fully described in the accompanying Proxy Statement dated February 22, 2023:
Proposal 1
To approve the New Investment Advisory Agreement between F/m Investments, LLC d/b/a North Slope Capital, Management Company, LLC (“Penn Capital”F/m” or the “Adviser”) and the Trust, on behalf of the Fund; and
Proposal 2
To approve the new Sub-Advisory Agreement between F/m and MFP Investors LLC (“MFP” or the “Sub-adviser”), on behalf of the Funds’ current investment adviser;Fund.
MFP will pay for the costs of this proxy solicitation, including the printing and (2) elect eight new nomineesmailing of the Proxy Statement and related materials.
In addition, shareholders may be asked to act on such other business as may properly come before the Meeting or any adjournments or postponements thereof,
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.
The Trust’s Board of Trustees has fixed the close of business on February 28, 2023, as the record date for the determination of the shareholders entitled to notice of, and to vote at, the Meetings and any adjournments thereof. Please read the accompanying Proxy Statement for a full discussion of the Proposals.
| By Order of the Board of Trustees of the Trust |
| |
| /s/ Steven Plump Steven Plump President The RBB Fund Trust |
March 10, 2023
Your vote is very important – please vote your shares promptly.
Shareholders are invited to attend the Meeting. Please note, no representatives from F/m, MFP or the Board will be attending the Meeting. Shareholders are urged to vote using the touch-tone telephone or Internet voting instructions found on the enclosed proxy card or indicate voting instructions on the enclosed proxy card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be.
EVERMORE GLOBAL VALUE FUND
(a Series of The RBB Fund Trust)
c/o U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202
PROXY STATEMENT
March 10, 2023
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 31, 2023
Introduction
This Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (the “Board”) of The RBB Fund Trust (the “Trust”) of proxies to be voted at the Special Meeting of Shareholders of the TrustEvermore Global Value Fund (the “Board”“Fund”) and any adjournment or postponement thereof (the “Meeting”). EachWe intend to hold the Meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of these proposals isthe evolving COVID-19 pandemic. As a result, we may impose additional procedures or limitations on Meeting attendees or may decide to hold the Meeting in a different location or solely by means of remote communication. We plan to announce any such updates on our website www.evermoreglobal.com, and we encourage you to check this website prior to the Meeting if you plan to attend in person. We also encourage you to consider your options to vote by internet, telephone, or mail, as discussed below and in the enclosed Proxy Statement.