M&A - Manager Directed Portfolios

Form Type: 497

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000089418925001134

Filing Summary: A supplement dated February 21, 2025, has been filed for the Greenspring Income Opportunities Fund, a series of Manager Directed Portfolios. The supplement discusses an anticipated transaction involving changes in ownership interests at Corbyn Investment Management, Inc., the investment adviser for the Fund. On approximately June 30, 2025, certain equity holders of Corbyn will reduce their ownership by selling interests to existing owners and employees, resulting in Charles vK. Carlson losing his controlling interest. Portfolio managers Michael J. Pulcinella and George A. Truppi will gain controlling interests post-transaction. The existing investment advisory agreement will terminate automatically due to the change in control, but services and fees to the Fund remain unchanged under a newly approved agreement pending shareholder approval. A special meeting for shareholder approval of the new agreement is expected in the second quarter of 2025.

Form Type: 497

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000089418925000730

Filing Summary: On January 30, 2025, the Board of Trustees of ALPS Series Trust approved the reorganization of the Seven Canyons Strategic Global Fund and the Seven Canyons World Innovators Fund, both series of AST, into the Hood River International Opportunity Fund, a series of Manager Directed Portfolios. The Reorganizations are subject to shareholder approval at a joint meeting scheduled for March 6, 2025. Should shareholders approve, their shares will convert to shares of the Acquiring Fund at equal value. The objective of the Reorganizations is to retain investments in a registered mutual fund with similar strategies, avoiding potential liquidation costs. The reorganization is expected to be tax-free for shareholders. Additionally, expense implications for fund shareholders vary; they may increase slightly for some but decrease for others. The proposed Reorganizations will help ensure the viability of the funds, following a strategic review.

Form Type: CORRESP

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000089418925000136

Filing Summary: Manager Directed Portfolios filed a response to comments from the U.S. Securities and Exchange Commission regarding the Registration Statement on Form N-14 for the reorganization of specific Target Funds into the Hood River International Opportunity Fund. The correspondence outlines key details and revisions in response to feedback on various aspects including shareholder Letter disclosures, expense waivers, and the impact of transaction costs on shareholders. It also clarifies that the reorganization will not cause recognition of capital gains for the Target Funds. The document discusses the rationale behind the merger, including the identification of the Target Funds as potential candidates based on asset levels and investment objectives. Additionally, it addresses specific comments regarding anticipated changes in fees and expenses, the comfort around forced sales of securities during the reorganization, and the confirmation that past expense waivers will not carry over to the new fund structure. Finally, it emphasizes compliance with section regulations and the anticipated updates prior to the final filing.

Form Type: N-14

Filing Date: 2022-04-08

Corporate Action: Merger

Type: New

Accession Number: 000089418922002564

Filing Summary: On April 8, 2022, Manager Directed Portfolios filed a registration statement (Form N-14) for the proposed reorganization of the Harbor Strategic Growth Fund into the Mar Vista Strategic Growth Fund, which is a newly created series of the Manager Directed Portfolios (MDP Trust). Shareholders of the Existing Fund are invited to vote on a proposal that outlines the acquisition of all property, goodwill, and assets of the Existing Fund in exchange solely for shares of the Acquiring Fund. Each shareholder of the Existing Fund will receive Acquiring Fund shares valued equivalently to their investment in the Existing Fund just prior to the reorganization. The reorganization is aimed at providing better growth opportunities and economies of scale under the management of Mar Vista Investment Partners, LLC, which is recommended by the advisors of the Existing Fund. If approved, the reorganization is expected to be finalized on July 25, 2022, with a shareholder meeting scheduled for July 1, 2022, to discuss and vote on the proposal. The document emphasizes the necessity of shareholder participation to secure the meeting's quorum and stresses that the board recommends a 'FOR' vote on the proposal.