Manager Directed Portfolios DEFA14A, filed Apr 29, 2020
Manager Directed Portfolios (SJCP)
DEFA14A
2020-04-29
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October 20, 2026
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
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April 29, 2020
Dear Shareholder:
The Board of Trustees (the “Board”) of Manager Directed Portfolios (the “Trust”), a registered management investment company organized as a Delaware statutory trust, previously called a special meeting of shareholders (the “Special Meeting”) of the Hood River Small-Cap Growth Fund (the “Fund) for the purpose of considering the following proposal.
• | To approve an investment advisory agreement between Hood River Capital Management LLC (the “Adviser”) and the Trust, on behalf of the Fund (the “New Investment Advisory Agreement”). |
As described in the Fund’s proxy statement dated March 11, 2020, shareholders are being asked to vote to approve the New Investment Advisory Agreement due to a change in the equity ownership of the Adviser. Robert C. Marvin, a greater than 25% owner of the Adviser, is expected to retire on or about April 30, 2020 and his shares will be reallocated by the Adviser upon his retirement. The change in ownership of the Adviser constitutes a change in control of the Adviser that will trigger the automatic termination of the existing investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser. The Fund needs shareholder approval of the New Investment Advisory Agreement to retain the Adviser as the Fund’s investment adviser on a permanent basis.
The Fund did not obtain the required votes to achieve quorum at the Special Meeting and to approve New Investment Advisory Agreement. Accordingly, the Special Meeting originally scheduled for April 27, 2020 has been adjourned to May 20, 2020.
As of April 27, 2020, the vote is as follows: 37.18% of outstanding voting securities entitled to vote are represented by proxy, and of those shares voted, 97.57% have voted in favor of the proposal to approve the New Investment Advisory Agreement.
Because the change in control of the Adviser is expected to take place on or about April 30, 2020, prior to obtaining shareholder approval of the New Investment Advisory Agreement at the adjourned Special Meeting, the Board met on April 29, 2020 and determined it was in the best interests of the Fund to re-engage the Adviser on an interim basis in order to avoid disruption of the Fund’s investment management program. The Board unanimously approved an interim agreement between the Adviser and the Trust, on behalf of the Fund, in accordance with Rule 15a-4 under the Investment Company Act of 1940, as amended (the “1940 Act”). The interim agreement will become effective upon the consummation of the change in control of the Adviser. Under the interim agreement, and pursuant to the requirements of the 1940 Act, the Adviser is permitted to serve as interim investment adviser to the Fund until shareholders approve the New Investment Advisory Agreement or 150 days from the effective date of interim agreement, whichever is sooner.
Assuming that shareholders approve the New Investment Advisory Agreement at the adjourned special meeting, the Fund anticipates that the effective date of the New Investment Advisory Agreement will be on or about May 21, 2020.
The Board has unanimously approved the New Investment Advisory Agreement. The Board unanimously recommends that you vote FOR the proposal.
It is very important that we receive your vote before May 20, 2020.
For more information, please refer to the proxy statement, which can be found at https://vote.proxyonline.com/hoodriver/docs/smallcapgrowth.pdf. If you have any proxy related questions, or would like to cast your proxy vote by phone, please call (877) 732-3621 for assistance. Representatives are available Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
By Order of the Board of Trustees:
/s/ Alyssa M. Bernard
Alyssa M. Bernard
Secretary, Manager Directed Portfolios