SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant | ☒ |
Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
Recon Capital Series Trust
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person (s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1) | Title of each class of securities to which transaction applies: |
__________________________________________________________________________________ |
2) | Aggregate number of securities to which transaction applies: |
__________________________________________________________________________________ |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
__________________________________________________________________________________ |
4) | Proposed maximum aggregate value of transaction: |
__________________________________________________________________________________ |
5) | Total fee paid: |
__________________________________________________________________________________ |
☐ | Fee paid previously with preliminary materials: |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1) | Amount Previously Paid: |
__________________________________________________________________________________ |
2) | Form, Schedule or Registration Statement No.: |
__________________________________________________________________________________ |
3) | Filing Party: |
__________________________________________________________________________________ |
4) | Date Filed: |
__________________________________________________________________________________ |
Recon Capital DAX Germany ETF
Recon Capital NASDAQ 100 Covered Call ETF
Recon Capital USA Managed Risk ETF
1 Landmark Square, 8th Floor
Stamford, Connecticut 06901
To Be Held January 5, 2017
1. | To approve a new investment advisory agreement between the Trust, on behalf of each Fund, and Recon Capital Advisors, LLC. (Shareholders of each Fund, voting separately, must approve this proposal with respect to their Fund.) Investment management fees and other fund fees and expenses are remaining the same. |
2. | To vote for the election of John L. Jacobs to the Trust’s Board of Trustees. (Shareholders of all of the Funds voting together must approve this proposal with respect to the Trust.) The nominee currently serves as a Trustee of the Trust. |
By Order of the Board of Trustees | ||||
Garrett K. Paolella, President | ||||
November 21, 2016 |
Recon Capital DAX Germany ETF
Recon Capital NASDAQ 100 Covered Call ETF
Recon Capital USA Managed Risk ETF
with its principal offices at
1 Landmark Square
Stamford, CT 06901
1. | To approve a new investment advisory agreement between the Trust, on behalf of each Fund, and Recon Capital Advisors, LLC. (Shareholders of each Fund, voting separately, must approve this proposal with respect to their Fund.) Investment management fees and other fund fees and expenses are remaining the same. |
2. | To vote for the election of John L. Jacobs to the Trust’s Board of Trustees. (Shareholders of all of the Funds voting together must approve this proposal with respect to the Trust.) The nominee currently serves as a Trustee of the Trust. |
Proposal 1: Investment Advisory Agreement | Proposal 2: Election of John L. Jacobs | |
Shareholders of each Fund, voting separately | ✓ | |
Shareholders of all of the funds voting together | ✓ |
THE TRUST AND RECON CAPITAL ADVISORS, LLC
Fund Name | Ticker Symbol | Exchange | Index |
BullMark LatAm Select Leaders ETF | BMLA | NASDAQ | BullMark LatAm Select Leaders Index |
Recon Capital DAX Germany ETF | DAX | NASDAQ | DAX Index |
Recon Capital NASDAQ 100 Covered Call ETF | QYLD | NASDAQ | CBOE NASDAQ-100 BuyWrite V2 Index |
Recon Capital USA Managed Risk ETF | USMR | NYSE | STOXX USA 900 Minimum Variance Index |
Current Agreements | New Agreement | |||
Name of Fund | Advisory Fee | Supervision Fee | Combined Management Fee | Management Fee |
BullMark LatAm Select Leaders ETF | 0.40% | 0.15% | 0.55% | 0.55% |
DAX Germany ETF | 0.30% | 0.15% | 0.45% | 0.45% |
NASDAQ 100 Covered Call ETF | 0.45% | 0.15% | 0.60% | 0.60% |
USA Managed Risk ETF | 0.35% | 0.15% | 0.50% | 0.50% |
Each fee is a percentage of the Fund’s average daily net assets. |
1. | provides that it will continue in force for an initial period of two years, and from year to year thereafter, but only so long as its continuance is approved at least annually by (i) the Board or (ii) a vote of a majority of the outstanding voting securities of the Fund, provided that in either event continuance is also approved by a majority of the Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting such approval; |
2. | automatically terminates on assignment and is terminable on not more than 60 days’ notice by the Fund; and |
3. | may be terminated upon 60 days’ notice by Recon Capital given to the Fund. |
Name and Address*: | Principal Occupation: |
Recon Capital Partners, LLC | Parent Company |
Garrett Keith Paolella | Chief Executive Officer |
* | The address of each director, principal executive officer and controlling shareholder listed is c/o Recon Capital Advisors, LLC, 1 Landmark Square, 8th Floor, Stamford, Connecticut 06901. |
Name, Address1 and Year of Birth | Position(s) Held with the Trust | Term of Office2 and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in the Fund Complex Overseen | Other Directorships Held By Trustee During Past Five Years | |||||
John L. Jacobs, 1959 | Trustee | Since September 2015 | Founder and CEO of Q3 Advisors, LLC (January 2015 — Present); Distinguished Policy Fellow and Executive Director of the Center for Financial Markets and Policy at the McDonough School of Business at Georgetown University (January 2015 — Present); Executive Vice President, Global Information Services, of The NASDAQ OMX Group (January 2010-January 2015). | 5 | Independent Trustee of Crow Point Global Dividend Plus Fund |
Name, Address1 and Year of Birth | Position(s) Held with the Trust | Term of Office2 and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in the Fund Complex Overseen | Other Directorships Held By Trustee During Past Five Years | |||||
Robinson C. Jacobs, 1978 | Trustee and Chairman of the Board of Trustees | Since July 2014 | Comprehensive Financial Management (Investment Management) (August 2016 — Present); Analyst, Gagnon Securities (September 2012 — August 2016); Vice President, CSL Capital (April 2011 — May 2012); Consultant to various hedge fund groups. | 5 | Independent Trustee of Crow Point Global Dividend Plus Fund | |||||
Mark W. Buckley-Jones, 1979 | Trustee | Since July 2014 | Controller and Chief Compliance Officer, Numina Capital Management, LLC (January 2014 — Present); Chief Financial Officer, VS Capital Partners, LP (August 2011 — December 2013) and Berman Capital Management, LP (May 2007 — July 2011). | 5 | Independent Trustee of Crow Point Global Dividend Plus Fund |
Name, Address1 and Year of Birth | Position(s) Held with the Trust | Term of Office2 and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in the Fund Complex Overseen | Other Directorships Held By Trustee During Past Five Years | |||||
Garrett K. Paolella, 1986 | Trustee, President, Chief Executive Officer, Chief Financial Officer and Secretary | Since November 2013 | Managing Partner, Recon Capital Partners, LLC (October 2011 —Present); Executive Director, MKM Partners (research, sales and trading firm) (June 2008 — January 2011) | 5 | Independent Trustee of Crow Point Global Dividend Plus Fund | |||||
Richard M. Keary, 19623 | Trustee | Since October 2013 | Principal and Founder, Global ETF Advisors, LLC (consulting firm) (April 2009-Present); Managing Director — Business Development, NASDAQ OMX Group (April 2002 — April 2009). | 5 | None. |
Officer’s Name, Address1 and Year of Birth | Position(s) Held with the Trust | Term of Office2 and Length of Time Served | Principal Occupation(s) During The Past Five Years | |||
Troy M. Cates, 1976 | Secretary | Since March 2016 | Partner and Head of Trading, Recon Capital Partners, LLC (September 2014 — present); Executive Director, MKM Partners (research, sales and trading firm) (July 2006 — August 2014). | |||
Tami M. Pester, 1967 | Chief Compliance Officer | Since August 2014 | Director, Foreside Compliance Services (March 2014 — Present); Associate Counsel and Compliance Officer, Acadian Asset Management LLC (June 2008-December 2012). |
1. | The address for each Trustee and officer is 1 Landmark Square, 8th Floor, Stamford, Connecticut 06901. |
2. | Each Trustee serves until resignation, death, retirement or removal. Officers are elected yearly by the Trustees. |
3. | Effective August 1, 2015, Mr. Keary was deemed to be an interested trustee because, through his wholly-owned firm Global ETF Advisors, LLC, from time to time, he provides certain consulting services to the Adviser or its affiliates (other than the Trust). |
Name of Trustee | Dollar Range of Equity Securities in the Trust | Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen By Trustee In Family of Investment Companies | ||||
John L Jacobs | None | None |
Name of Trustee | Dollar Range of Equity Securities in the Trust | Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen By Trustee In Family of Investment Companies | ||||
Mark W. Buckley-Jones | None | None | ||||
Robinson C. Jacobs | None | None |
Name of Trustee | Dollar Range of Equity Securities in the Trust | Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen By Trustee In Family of Investment Companies | ||||
Richard M. Keary | None | None | ||||
Garrett K. Paolella | None | None |
Name of Trustee | Aggregate Compensation from Trust | Pension or Retirement Benefits Accrued as Part of Trust Expenses | Total Compensation from Trust and Fund Complex | |||||||||||
Mark W. Buckley-Jones | $3,000 | None | $6,000 | |||||||||||
John L. Jacobs | $3,000 | None | $6,000 | |||||||||||
Robinson C. Jacobs | $3,000 | None | $6,000 | |||||||||||
Richard M. Keary | None | None | None | |||||||||||
Garrett K. Paolella | None | None | None |
Fund | Shares Issued and Outstanding |
BullMark LatAm Select Leaders ETF | 100,000,000 |
Recon Capital DAX Germany ETF | 550,000,000 |
Recon Capital NASDAQ 100 Covered Call ETF | 2,450,000,000 |
Recon Capital USA Managed Risk ETF | 100,000,000 |
Trust, 1 Landmark Square, 8th Floor, Stamford, Connecticut 06901. Shareholder proposals may also be raised from the floor at the Meeting without prior notice to the Trust.
Fee Category | 2014 Fees | 2015 Fees | ||||||||
Audit fees | $ | 26,000 | $ | 41,500 | ||||||
Audit-related fees | 0 | 0 | ||||||||
Tax fees | 7,000 | 6,000 | ||||||||
All other fees | 0 | 0 | ||||||||
Total fees | $ | 33,000 | $ | 47,500 |
Shareholder Meeting to be Held on January 5, 2017
BY ORDER OF THE BOARD OF TRUSTEES | ||||||
Garrett K. Paolella, President |
RECON CAPITAL SERIES TRUST
A. | Subject to the general supervision and oversight of the Board of Trustees of the Trust (“Board”), the Adviser will: |
each Fund and the Adviser. In addition, the Adviser will furnish to the Board, and, subject to compliance with any applicable policies and procedures regarding disclosure of each Fund’s portfolio holdings, to third-party data reporting services all currently available standardized performance information and other customary data;
A. | Expenses of all audits by Trust’s independent public accountants; |
B. | Expenses of the Trust’s transfer agent, registrar, dividend disbursing agent, securities lending agent, fund accounting agent, and recordkeeping agent; |
C. | Expenses of the Trust’s custodial services, including any recordkeeping services provided by the custodian (except BullMark LatAm Select Leaders ETF); |
D. | Expenses of obtaining quotations for calculating the value of each Fund’s net assets; |
E. | Expenses of obtaining Portfolio Activity Reports for each Fund; |
F. | Expenses of maintaining the Trust’s tax records; |
G. | The Trust’s ordinary legal fees, including the legal fees that arise in the ordinary course of business for a Delaware statutory trust registered as an open-end management investment company or fees that arise in the ordinary course of business in connection with listing Shares of any Fund on a securities exchange; |
H. | The Trust’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act or other insurance premiums; |
I. | Association membership dues; |
J. | Salaries and other compensation or expenses, including travel expenses, of any of the Trust’s executive officers and employees (if any) and Trustees who are not officers, members, partners or employees of the Manager; |
K. | Fees and expenses, including travel expenses, and fees and expenses of legal counsel retained for their benefit of the Trust and the Trustees who are not officers, employees, partners, shareholders or members of the Manager; and |
L. | Fees and expenses of the Administrator for the Trust and each Fund. The Trust shall bear the following expenses: |
M. | Taxes and governmental fees, if any, levied against the Trust or any of its Funds; |
N. | Brokerage fees, commissions and other portfolio transaction expenses incurred for any of the Funds; |
O. | Costs, including the interest expenses, of borrowing money; |
P. | Costs, expenses and fees associated with the custody, safekeeping or maintenance of a Fund’s “Foreign Assets” (as such term is defined in Rule 17f-5 under the 1940 Act) with a bank or depository located outside of the United States; |
Q. | Extraordinary expenses, including extraordinary legal expenses, as may arise including expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Trust to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto; |
R. | Organizational and offering expenses of the Trust and each Fund, and any other expenses which are capitalized in accordance with generally accepted accounting principles; and |
S. | Costs and/or fees, including legal fees, incident to meetings of the Trust’s shareholders, the preparation, printing and distribution of Fund product descriptions for distribution to shareholders or Authorized Participants, notices and proxy statements and reports of the Trust to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust’s existence and qualification to do business, and the expenses of issuing, redeeming, registering and qualifying for sale, Shares with federal and state securities authorities. |
Name: Garret Paolella
Title: President and Chief Executive Officer
Name: Kevin Kelly
Title: Chief Investment Officer
Name: Garrett Paolella
Title: Chief Executive Officer
As of [ ] [ ], 2017
As of [ ] [ ], 2017
Recon Capital NASDAQ 100 Covered Call ETF | 0.60% | |||||
Recon Capital DAX Germany ETF | 0.45% | |||||
Recon Capital USA Managed Risk ETF | 0.50% | |||||
BullMark LatAm Select Leaders ETF | 0.55% |
Recon Capital Series TrustPROXY CARD SIGN,DATEANDVOTEON THE REVERSE SIDE YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.PLEASE CAST YOUR PROXY VOTETODAY!PROXY VOTING OPTIONS 1.MAILyour signed and voted proxy back in thepostage paid envelope provided John Q. Shareholder FBO Jonnie Shareholder 11 Proxy Rights BoulevardVote Town, VT 058202. ByPHONEwith alive operator when you call toll-free 1-800-347-4826 Monday through Friday, 9 a.m. to 10 p.m. Eastern time Recon Capital Series TrustPROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 5, 2017
This Proxy is solicited on behalf of the Trustees of Recon Capital Series Trust (the “Trust”).The undersigned, revoking any previous proxies, hereby appoints Troy M. Cates as attorney and proxy, with full power of substitution, to vote the shares which the undersigned is entitled to vote at the Special Meeting of Shareholders (the “Meeting”) of the above referenced fund (the “Fund”), a series of the Recon Capital Series Trust, to be held at the offices of Thompson Hine LLP, 335 Madison Avenue, 11thFloor, New York, New York 10017-4611, on January 5, 2017 at 10:00 a.m., Eastern time and at any adjournment(s) or postponement(s) of such Meeting. As to any other matter (including with respect to adjournment) that properly comes before the Meeting or any adjournment(s) or postponement(s) thereof, the person appointed above may vote in accordance with his best judgment and consistent with fiduciary duties.
Do you have questions?If you have any questions about how to vote your proxy or about the Meeting in general, please call toll-free1-800-347-4826.Representatives are available to assist youMonday through Friday, 9:00 a.m. to 10:00 p.m., Eastern time. Important Notice Regarding the Availability of Proxy Materials for this Meeting of Shareholders to Be Held onJanuary 5, 2017. The proxy statement for this Meeting is available at: https://www.proxyonline.com/docs/reconcapital.pdf
Recon Capital Series TrustYOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.Please sign exactly as your name(s) appears on this proxy card (reverse side). If the shares are held jointly, one or more joint owners should sign this proxy card. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title andcapacity in which they are signing. If a corporation, the signature shouldPROXY CARDSIGNATURE (AND TITLE IF APPLICABLE)DATEbe that of an authorized officer who should state his or her title. SIGNATURE (IF HELD JOINTLY)DATEWhen this proxy is properly executed, the shares represented hereby will be voted as specified. If no specification is made, this proxy will be voted “FOR” the proposals set forth below.THE TRUSTEES RECOMMEND A VOTE “FOR” THE PROPOSALS LISTED BELOW.TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:●1.To approve a new investment advisory agreement between the Trust, on behalf of each Fund, and Recon Capital Advisors, LLC.(Shareholders of each Fund, voting separately, must approve this proposal with respect to their Fund.)Investment management fees and other fund fees and expenses are remaining the same.FOR AGAINST ABSTAINO O O2.To vote for the election of John L. Jacobs to the Trust’s Board of Trustees.(Shareholders of all of the Funds voting together must approve this proposal with respect to the Trust.)The nominee currently serves as a Trustee of the Trust. FOR WITH HOLDO O OTHANK YOU FOR VOTING