M&A - LITMAN GREGORY FUNDS TRUST

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Form Type: 497

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000119312525065316

Filing Summary: The Board of Trustees of Litman Gregory Funds Trust has approved the reorganization of the iMGP Alternative Strategies Fund into the iMGP High Income Fund, set to occur around April 17, 2025. This merger does not require approval from shareholders, who will automatically receive shares of the High Income Fund equivalent in value to their shares in the Alternative Strategies Fund. The Trustees believe this action serves the best interests of both funds and their shareholders, particularly considering the significant outflows experienced by the Target Fund in recent years. Key details include that no transactional fees will be applied to shareholders, and the management fee of the Acquiring Fund is expected to be lower. A comprehensive Information Statement/Prospectus detailing the reorganization is provided for shareholder review, emphasizing that they will not need to take any action in response to this notice, as shareholder rights will remain unchanged post-reorganization. The anticipated tax consequences aim to be neutral, ensuring no immediate gains or losses for shareholders.

Document Link: View Document

Additional details:

Shareholder Services: identical


Estimated Cost Of Reorganization: $50,000


Anticipated Date Of Reorganization: April 17, 2025


Target Fund: iMGP Alternative Strategies Fund


Acquiring Fund: iMGP High Income Fund


Management Fees Target Fund: 1.29%

Total Operating Expenses Target Fund: 1.60%


Management Fees Acquiring Fund: 0.88%

Total Operating Expenses Acquiring Fund: 0.98%


Tax Status Of Reorganization: tax-deferred


Form Type: N-14/A

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000119312525064880

Filing Summary: Litman Gregory Funds Trust has announced the planned reorganization of the iMGP Alternative Strategies Fund (the 'Target Fund') into the iMGP High Income Fund (the 'Acquiring Fund') with an expected closing date of April 17, 2025. This consolidation will involve the transfer of all assets from the Target Fund to the Acquiring Fund in exchange for shares of the Acquiring Fund that match the net asset value of the Target Fund shares held by each shareholder. No shareholder approval is necessary for this merger, and shareholders will automatically become owners of the High Income Fund without needing to cast a vote. The Board of Trustees for Litman Gregory Funds Trust has unanimously supported the reorganization, believing it serves the best interests of shareholders, particularly as the Target Fund has experienced significant outflows and complexity. The reorganization is viewed as tax-deferred, and the management fee and expenses for the Acquiring Fund are expected to be lower than those for the Target Fund, creating potential efficiencies and economies of scale.

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Additional details:

Title Of Securities Being Registered: Shares of beneficial interest of Registrant


Approximate Date Of Proposed Public Offering: As soon as practicable following effectiveness


Target Fund Name: iMGP Alternative Strategies Fund


Acquiring Fund Name: iMGP High Income Fund


Closing Date: April 17, 2025


No Shareholder Approval Required: True


Estimated Reorganization Cost: $50,000


Brokerage Commission Estimate: $17,345


Form Type: N-14/A

Filing Date: 2025-03-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525057578

Filing Summary: The document outlines the reorganization of the iMGP Alternative Strategies Fund into the iMGP High Income Fund, approved by the Board of Trustees of Litman Gregory Funds Trust. The reorganization will occur on or about April [ ] 2025, with shareholders of the Alternative Strategies Fund receiving shares of the High Income Fund equal in value to their shares in the former fund. The reorganization does not require shareholder approval and is deemed beneficial for existing shareholders by the Board. The document provides details about the transition, including the timing of the reorganization, asset transfers, and the management structure post reorganization. Key reasons for the reorganization include significant fund outflows and shifting investor preferences towards more focused investment strategies. It emphasizes that the effective management fee and expense ratios are anticipated to decrease for shareholders following the transition. Additionally, it clarifies that the exchange will not lead to the recognition of income, gain, or loss for tax purposes for shareholders.

Document Link: View Document

Additional details:

Target Fund: iMGP Alternative Strategies Fund


Acquiring Fund: iMGP High Income Fund


Closing Date: 2025-04-[ ]


No Shareholder Approval Required: true


Form Type: 497

Filing Date: 2025-02-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525031717

Filing Summary: On February 21, 2025, Litman Gregory Funds Trust issued a supplement detailing a definitive agreement entered into by CI Financial Corp. with an affiliate of Mubadala Capital to take CI private. Following the closing of this transaction, CI is expected to maintain its current operations and management, remaining independent from other Mubadala Capital portfolio businesses. No changes to the Fund are projected as a result of this transaction. The anticipated closing is set for the second quarter of 2025. It may lead to a change of control of Segall Bryant & Hamill (SBH), the investment sub-advisor for the iMGP Small Company Fund. As a consequence, an automatic termination of the existing sub-advisory agreement under the Investment Company Act of 1940 could occur. The Trust has obtained an exemptive order from the SEC which allows the Advisor to modify sub-advisory agreements with the Board's approval without needing shareholder consent. The Board is set to discuss a new agreement between the Advisor and SBH that would take effect upon the transaction's closing. Although shareholder approval is unnecessary, an information statement will be circulated to shareholders regarding the transaction details.

Document Link: View Document

Additional details:

Cik: 0001121493


Transaction Type: take_private


Effective Date: second quarter 2025


Board Approval Required: true


Shareholder Approval Required: false


Form Type: 497

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525012043

Filing Summary: On January 24, 2025, LITMAN GREGORY FUNDS TRUST announced a significant reorganization involving the Alternative Strategies Fund and High Income Fund. This involves the merger of the Alternative Strategies Fund into the High Income Fund, which is planned to take place on March 17, 2025. The High Income Fund will acquire the assets and assume the liabilities of the Alternative Strategies Fund. Following the reorganization, shareholders of the Alternative Strategies Fund will become shareholders of the High Income Fund, receiving shares equal in value to their existing shares. Shareholders can redeem their shares until the reorganization closure. A registration statement on Form N-14 will be filed with the SEC for this purpose, although it does not require shareholder approval. Additionally, the Alternative Strategies Fund has stopped accepting new purchases and plans to convert Investor Class shares into Institutional Class shares around February 24, 2025. Investor Class shareholders will not incur any fees during this transition. The High Income Fund has also approved a new primary investment objective focused on long-term returns with lower risk and correlation to stock and bond markets, and a new secondary objective aimed at providing high current income for both funds.

Document Link: View Document

Additional details:

Meeting Date: 2024-12-04


Reorganization Date: 2025-03-17


Conversion Date: 2025-02-24


New Primary Investment Objective: The Fund seeks to achieve long-term returns with lower risk and lower volatility than the stock market, and with relatively low correlation to stock and bond market indexes.


New Secondary Investment Objective High Income Fund: to seek to provide a high level of current income


New Secondary Investment Objective Alternative Strategies Fund: to seek to provide a high level of current income


Form Type: N-14

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525012026

Filing Summary: On January 24, 2025, Litman Gregory Funds Trust filed a registration statement under the Securities Act of 1933 for the reorganization of the iMGP Alternative Strategies Fund (the 'Target Fund') into the iMGP High Income Fund (the 'Acquiring Fund'). This reorganization will occur on or about March [ ], 2025. Upon completion, shareholders of the Target Fund will receive shares of the Acquiring Fund equivalent in value to their holdings in the Target Fund. The Board of Trustees approved the reorganization unanimously, deeming it in the best interests of both funds and their investors, noting similarities in investment objectives, strategies, and performance metrics. This merger will not require shareholder approval, and shareholders will not experience any dilution of their interests. The Acquiring Fund is projected to have lower management fees compared to the Target Fund. Shareholders are advised to review the Information Statement/Prospectus for detailed insights regarding the new fund, its investment objectives, strategies, and the expected tax implications of the reorganization. The reorganization intends to enhance distribution potential and operational efficiencies with a larger asset base, while preserving the rights and investment objectives of existing shareholders.

Document Link: View Document

Additional details:

Title Of Securities Being Registered: Shares of beneficial interest of Registrant


Approximate Date Of Proposed Public Offering: As soon as practicable following effectiveness


Investment Manager: iMGPFM


Management Fee Target Fund: 1.23%


Total Annual Operating Expenses Target Fund: 1.45%


Management Fee Acquiring Fund: 0.85%


Total Annual Operating Expenses Acquiring Fund: 1.41%


Form Type: CORRESP

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000119312524284311

Filing Summary: The document discusses the Litman Gregory Funds Trust's response to comments from the SEC regarding the proposed change in the investment objective of the iMGP High Income Fund. The Fund aims to align its objective with its current management strategy, indicating that the new focus would not alter the principal strategies or increase risk. The High Income Fund will retain its name and continue its investment strategies while adopting a secondary objective of seeking a high level of current income, effective around January 31, 2025. As part of a proposed merger, the Fund’s adjustments will be communicated to investors through a Form N-14 filing, ensuring clarity between the fund and the iMGP Alternative Strategies Fund, which it will merge with.

Document Link: View Document

Additional details:

Comment Response: The Registrant acknowledges the comments from the SEC staff and confirms that revised disclosure will be included in a definitive proxy statement.


New Primary Objective: The High Income Fund's new primary objective better reflects the current investment strategy and shareholder experience.


Name Change: The High Income Fund will not change its name even after the investment objective change.


Strategies Impact: The Fund's investment strategies will remain the same despite changing the primary objective.


Shareholder Communication: Shareholders of the Alternative Strategies Fund will be informed about the compatibility and differences between the two funds.


Risk Assessment: The proposed changes are not expected to involve additional material risk or significantly alter the Fund's management.


Effective Date: The secondary investment objective will be effective on or about January 31, 2025.


Form Type: PRE 14A

Filing Date: 2024-12-06

Corporate Action: Merger

Type: New

Accession Number: 000119312524272356

Filing Summary: Litman Gregory Funds Trust is soliciting proxies for a Special Meeting of Shareholders of the iMGP High Income Fund, scheduled for January 21, 2025. The primary purpose of the meeting is to vote on a proposal to change the Fund's primary investment objective from generating a high level of current income to seeking long-term returns with lower risk and volatility compared to the stock market. This change is part of a strategy to align the Fund with the investment objectives of the iMGP Alternative Strategies Fund, in light of a potential merger where the Alternative Strategies Fund would be merged into the iMGP High Income Fund. The Board of Trustees unanimously recommends that shareholders vote in favor of this proposal, asserting that the merger could lead to operational efficiencies and economies of scale. The Board does not anticipate any material changes in the Fund's investment strategies and operations due to this change in objectives. Voting options include online, phone, or mail, with a deadline for casting votes before the meeting date.

Document Link: View Document

Additional details:

Current Primary Investment Objective: The Fund seeks to generate a high level of current income from diverse sources, consistent with the goal of capital preservation over time.


New Primary Investment Objective: The Fund seeks to achieve long-term returns with lower risk and lower volatility than the stock market, and with relatively low correlation to stock and bond market indexes.


Voting Date: 2025-01-21


Record Date: 2024-12-30


Recommendation: The Board unanimously recommends that you vote 'FOR' the proposal.


Meeting Time: 9:00 a.m. Pacific time


Administrative Services Provider: State Street Bank and Trust Company


Expenses Of Solicitation: estimated to be approximately $25,000.


Required Vote: Approval of the Proposal requires the affirmative vote of the majority of the outstanding voting securities of the Fund.


Quorum Requirement: The presence of 40% of the outstanding shares entitled to vote of the Fund constitutes a quorum for the Meeting.


Board Meeting Date: 2024-12-04


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