M&A - RBB Fund Trust

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Form Type: DEFA14A

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000139834425012451

Filing Summary: The RBB Fund Trust filed a DEFA14A proxy statement concerning the adjourned Special Meeting of Shareholders for the First Eagle Global Equity ETF and First Eagle Overseas Equity ETF, rescheduled to July 28, 2025. The filing reports a strong shareholder vote response, with at least 90% of shares voting in favor of a new investment advisory agreement with First Eagle Investment Management, LLC, which is unchanged in fees and management. The change is prompted by Genstar Capital LLC's majority investment acquisition of First Eagle Holdings, Inc., the parent company of the Adviser. The Board of Trustees recommends that shareholders vote in favor of the proposal and encourages shareholder participation through proxy voting.

Additional details:

Adjourned Special Meeting Date: 2025-07-28


Shareholder Voting Support: 90%


Investment Advisory Agreement Status: no fee increases


New Investor: Genstar Capital LLC


Form Type: DEFA14A

Filing Date: 2025-06-05

Corporate Action: Acquisition

Type: New

Accession Number: 000139834425011394

Filing Summary: The document discusses a Special Meeting of Shareholders scheduled for June 30, 2025, for shareholders of First Eagle Global Equity ETF and First Eagle Overseas Equity ETF, which are series of The RBB Fund Trust. The main agenda for the meeting is to approve a new advisory agreement between the Funds and First Eagle Investment Management, LLC, following a transaction in which Genstar Capital will acquire a majority investment in First Eagle Holdings, Inc. Shareholders are encouraged to vote in favor of the proposal, with the Board of Trustees recommending a FOR vote. There will be no change in advisory fees, portfolio managers, or the terms of the current advisory agreement, ensuring continuity of services. Voting can occur via mail, telephone, or internet, and support for the proposal has been noted among shareholders. The document emphasizes the importance of participating in the vote and provides contact information for assistance.

Additional details:

Advisory Agreement Approval Date: 2025-06-30


Acquiring Party: Genstar Capital


Adviser: First Eagle Investment Management, LLC


No Change In Advisory Fees: 1


Voting Methods: phone, internet, mail


Proxy Voting Specialist Contact: 1-888-297-9160


Form Type: DEF 14A

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000139834425009791

Filing Summary: The RBB Fund Trust is seeking shareholder approval for a new advisory agreement following a proposed change in ownership of First Eagle Investment Management's parent company, First Eagle Holdings, Inc. This change involves a majority investment by Genstar Capital in FE Holdings, which will lead to Genstar acquiring a majority interest in First Eagle Investment Management (FEIM). The new agreement aims to continue the existing advisory arrangements without altering terms, investment personnel, or advisory fees. The Special Meeting of Shareholders is scheduled for June 30, 2025, and will serve as a forum for shareholders to vote on the proposal. The Board of Trustees strongly recommends approval, noting that it is in the best interests of the Funds and their shareholders. Following the transaction's completion, the advisory and sub-advisory services will remain uninterrupted and unchanged for shareholders. The full details of the proxy statement and the context of these changes are further elaborated in accompanying materials, indicating the financial stability and continuity expected from the new advisory arrangements.

Additional details:

Shareholder Meeting Date: 2025-06-30


Record Date: 2025-05-05


Majority Investment By: Genstar Capital


Current Adviser: First Eagle Investment Management, LLC


Current Sub-adviser: Exchange Traded Concepts, LLC


Form Type: PRE 14A

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000139834425008568

Filing Summary: The RBB Fund Trust's Proxy Statement seeks shareholder approval for a new advisory agreement with First Eagle Investment Management, LLC (FEIM) following a prospective change of ownership of its parent company, First Eagle Holdings, Inc. (FE Holdings). This transaction, which involves a majority investment by Genstar Capital, is characterized as a merger that will lead to Genstar acquiring majority ownership in FEIM. The Meeting is scheduled for June 30, 2025, where shareholders will vote on the proposal to maintain the advisory relationship with FEIM and its sub-advisor, Exchange Traded Concepts, LLC (ETC), under unchanged fee structures and management teams. The proposal also indicates that the transaction will not affect the shareholders' ownership stake or the funds' investment objectives. The Trust’s Board has recommended shareholder approval, highlighting that FEIM will continue offering services with the same level of expertise and no changes to investment personnel.

Additional details:

Fund Name: First Eagle Global Equity ETF


Fund Name: First Eagle Overseas Equity ETF


Meeting Date: 2025-06-30


Record Date: 2025-05-05


Transaction Type: majority investment


Adviser Name: First Eagle Investment Management, LLC


Sub Adviser Name: Exchange Traded Concepts, LLC


Solicitor Name: Sodali & Co.


Proxy Voting Contact: 888-297-9160


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