As
filed with the Securities and Exchange Commission on October 19 , 2023
Registration
No. 333 -274549
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
N-14
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Pre-Effective
Amendment No. 2
Post-Effective
Amendment No. __
SEGALL
BRYANT & HAMILL TRUST
(Exact
name of Registrant as Specified in Charter)
225
Pictoria Drive, Suite 450
Cincinnati,
Ohio 45246
(Address
of Principal Executive Offices) (Zip Code)
Registrants
Telephone Number: (513) 587-3400
Maggie
Bull, Secretary
Segall
Bryant & Hamill Trust
225
Pictoria Drive, Suite 450
Cincinnati,
Ohio 45246
(Name
and Address of Agent for Service)
With
copies to:
Peter
H. Schwartz, Esq.
Davis
Graham & Stubbs LLP
1550
17th Street, Suite 500
Denver,
CO 80202
Title
of Securities Being Registered: Barrett Opportunity Fund, a series of the Registrant.
No
filing fee is required because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant
to which it has previously registered an indefinite number of shares.
Approximate
Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities
Act of 1933, as amended.
It
is proposed that this filing will become effective on October 19 , 2023, pursuant to Rule 488 under the Securities Act of 1933,
as amended.
COMBINED
PROXY STATEMENT AND PROSPECTUS
CONTENTS
OF REGISTRATION STATEMENT
Cover
Sheet
Contents
of Registration Statement
Part
A — Proxy Statement/Prospectus
Part
B — Statement of Additional Information
Part
C — Other Information
Signature
Page
Exhibits
Barrett
Opportunity Fund, Inc.
(Ticker
Symbol: SAOPX)
c/o
U.S. Bank Global Fund Services
P.
O. Box 701
Milwaukee,
Wisconsin 53201-0701
(877)
363-6333
October
18 , 2023
Dear
Shareholder:
We
are sending this information to you because you are a shareholder of the Barrett Opportunity Fund, Inc. (the Existing Fund).
At the request of Barrett Asset Management, LLC, the Existing Funds investment adviser (Barrett), and after careful
consideration and analysis, the Board of Directors of the Existing Fund approved the reorganization (the Reorganization)
of the Existing Fund into an identically named, newly created series (the New Fund) of Segall Bryant & Hamill Trust
(SBHT), subject to the approval of the shareholders of the Existing Fund.
The
proposed Reorganization will not result in any material changes to the Existing Funds investment objective, principal investment
strategies or fundamental investment restrictions. The portfolio managers will continue to be the same for the New Fund, although the
investment adviser will be a new investment adviser named Segall Bryant & Hamill, LLC (the New Adviser), an affiliate
of Barrett, which are both wholly owned subsidiaries of CI Financial Corp. through its Corient Holdings Inc entity.
A
Special Meeting of Shareholders (Special Meeting) of the Existing Fund is to be held at 1:00 p.m. eastern standard time
on November 8 , 2023, at the offices of the Fund, 90 Park Ave., New York, NY 10016, where shareholders of the Existing Fund will
be asked to vote on the Reorganization of the Existing Fund into the New Fund. A Combined Proxy Statement and Prospectus (the Proxy
Statement) regarding the Special Meeting, a proxy card for your vote at the Special Meeting, and a postage-prepaid envelope in
which to return your proxy card are enclosed.
As
explained in the enclosed Proxy Statement, upon satisfaction of the conditions set forth in the Agreement and Plan of Reorganization
(Reorganization Plan), your current shares of the Existing Fund will be exchanged for shares of the New Fund at the closing
of the Reorganization. After the closing of the Reorganization, the New Fund is expected to have a lower investment advisory fee and
total expense ratio than the Existing Fund. You may purchase and redeem shares of the Existing Fund in the ordinary course until the
last business day before the closing. Purchase and redemption requests received after that time will be treated as purchase and redemption
requests for shares of the New Fund received in connection with the Reorganization.
Shareholders
of the Existing Fund will vote on the Reorganization into the New Fund. If shareholders of the Existing Fund approve the Reorganization
and certain other closing conditions are met, the Reorganization is expected to take effect immediately prior to the open of business
(8:00 a.m. Eastern Time) on or about November 20, 2023. At that time, the shares of the Existing Fund that you currently own will, in
effect, be exchanged for shares of the New Fund. The Reorganization is intended to qualify as a
reorganization under Section 368(a)(1)(F)
of Internal Revenue Code of 1986, as amended (the Code) and as tax-free to the Existing Fund, to the New Fund and to you,
assuming that you have held your shares of the
Existing Fund as a capital asset. Shares in the New Fund will have the same aggregate net asset value as that of your Existing Fund shares
at the time of the Reorganization.
The
Board of Directors of Barrett Opportunity Fund, Inc. has unanimously approved the proposed Reorganization and recommends that you read
the enclosed materials carefully and then vote FOR the proposals.
More
information on the New Fund, the reasons for the proposed Reorganization and projected benefits of the Reorganization are contained in
the enclosed Proxy Statement. You should review the Proxy Statement carefully and retain it for future reference. Shareholder approval
is required to effect the Reorganization , which is expected to close immediately prior to the open of business (8:00 a.m. Eastern
Time) on November 20, 2023.
If
you have questions, please contact the Existing Fund at 1-877-363-6333.
Sincerely,
/s/
John G. Youngman
Name:
John G. Youngman
Title:
President
Barrett
Opportunity Fund, Inc.
Barrett
Opportunity Fund, Inc.
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
(877)
363-6333
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
TO
BE HELD NOVEMBER 8 , 2023
NOTICE
IS HEREBY GIVEN that a Special Meeting of Shareholders (Special Meeting) of the Barrett Opportunity Fund, Inc. (the Existing
Fund) is to be held at 1:00 p.m. eastern standard time on November 8 , 2023, at the offices of the Fund, 90 Park Ave., New
York, NY 10016.
At
the Special Meeting, shareholders of the Existing Fund will be asked to vote on the following proposal:
(i) | To approve an Agreement and Plan of Reorganization (Reorganization Plan) by and among Barrett Opportunity Fund, Inc.; Segall Bryant & Hamill Trust (SBHT), on behalf of its Barrett Opportunity Fund series (New Fund); Segall Bryant & Hamill, LLC (New Adviser); and Barrett Asset Management, LLC ; and |
|
(ii) | To transact other business that may properly come before the Shareholder Meeting and any adjournments thereof. |
Shareholders
of record of the shares of beneficial interest in the Existing Fund as of the close of business on September 18, 2023 are entitled to
vote on the Reorganization of the Existing Fund at the Special Meeting or any adjournments or postponements thereof. If the necessary
quorum to transact business is not obtained at the Special Meeting or if a quorum is obtained, but sufficient votes required to approve
the Reorganization Plan are not obtained, the persons named as proxies on the enclosed proxy card may propose one or more adjournments
or postponements of the Special Meeting to permit, in accordance with applicable law, further solicitation of proxies with respect to
the proposal. The Special Meeting may be held as adjourned or postponed within a reasonable time after the date set for the original
meeting without further notice and in accordance with applicable law. The persons designated as proxies may use their discretionary authority
to vote on questions of adjournment and on any other proposals raised at the Special Meeting to the extent permitted by applicable law.
By
order of the Board of Directors,
/s/
John G. Youngman
John
G. Youngman
President
Barrett
Opportunity Fund, Inc.
October
18 , 2023
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on November 8 , 2023 or
any adjournment or postponement thereof. This Notice and Combined Proxy Statement and Prospectus are available on the internet at
https://www.barrettasset.com/barrettopportunity. On this website, you will be able to access this Notice,
the
Combined Proxy Statement and Prospectus, any accompanying materials and any amendments or supplements to the foregoing material that
are required to be furnished to shareholders. We encourage you to access and review all of the important information contained in the
proxy materials before voting.
IMPORTANT
— We urge you to sign and date the enclosed proxy card and return it in the enclosed addressed envelope, which requires no postage
and is intended for your convenience. You also may vote in person at the time and at the address indicated on your proxy card; through
the internet, by visiting the website address on your proxy card; or by telephone, by using the toll-free number on your proxy card.
Your prompt vote may save the Existing Fund the necessity of further solicitations to ensure a quorum at the Special Meeting.
PLEASE
VOTE THE ENCLOSED PROXY BALLOT CARD.
YOUR
VOTE IS VERY IMPORTANT!
INSTRUCTIONS
FOR SIGNING PROXY CARDS
The
following general rules for signing proxy cards may be of assistance to you and will avoid the time and expense in validating your vote
if you fail to sign your proxy card properly.
1. | Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. |
2. | Joint Accounts: Each party must sign the proxy card. Each party should sign exactly as shown in the registration on the proxy card. |
3. | All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example: |
Registration
Valid Signature
Corporate Accounts |
||
(1) | ABC Corp. |
ABC Corp. |
(2) | ABC Corp. |
John Doe, Treasurer |
(3) | ABC Corp. c/o John Doe, Treasurer |
John Doe |
(4) | ABC Corp. Profit Sharing Plan |
John Doe, Trustee |
Trust Accounts |
||
(1) | ABC Trust |
Jane B. Doe, Trustee |
(2) | Jane B. Doe, Trustee u/t/d 12/28/78 |
Jane B. Doe |
Custodial or Estate Accounts |
||
(1) |
John f/b/o |
John B. Smith |
(2) | Estate of John B. Smith |
John B. Smith, Jr., Executor |
Barrett
Opportunity Fund, Inc.
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
(877)
363-6333
QUESTIONS
& ANSWERS
YOUR
VOTE IS VERY IMPORTANT!
Dated:
October 18 , 2023
Question:
What is this document and why did you send it to me?
The
attached document is a proxy statement for the Barrett Opportunity Fund, Inc. (the Existing Fund), and a prospectus for shares
of a newly-created series named the Barrett Opportunity Fund (the New Fund) of Segall Bryant & Hamill Trust (SBHT).
The purpose of this Combined Proxy Statement and Prospectus (Proxy Statement) is to solicit votes from shareholders of the
Existing Fund to approve the proposed reorganization of the Existing Fund into the New Fund (the Reorganization) as described
in the Agreement and Plan of Reorganization (the Reorganization Plan) by and among the Existing Fund; SBHT, on behalf of
the New Fund; Segall Bryant & Hamill, LLC, the investment adviser for the New Fund (the New Adviser); and Barret Asset
Management, LLC (“Barrett”).
The
Proxy Statement contains information that shareholders of the Existing Fund should know before voting on the Reorganization. The Proxy
Statement should be reviewed and retained for future reference.
Question:
What is the purpose of the Reorganization?
CI
Financial Corp. (“CI Financial”), the parent company of both Barrett and the New Adviser, is in the process of restructuring its U.S. affiliated investment
advisory businesses. As part of that process, CI Financial is seeking to consolidate the mutual fund
businesses of its affiliated advisers to the New Adviser to ease the burden of many smaller advisers having to comply with the
enhanced compliance and other regulatory requirements specific to investment advisers to registered investment companies. CI
Financial and Barrett also believe that the proposed Reorganization would provide the Existing Fund with the ability to experience
economies of scale by being included in a suite of funds with the same service providers. In light of CI Financials
restructuring and the possible economies of scale that could be realized by the Existing Fund if the Reorganization was approved, CI
Financial and Barrett proposed the Reorganization to the Board of Directors of the Existing Fund.
If
approved, the Reorganization would transfer the
Existing Funds assets to a new series under SBHT. The New Fund will have the same investment objective, investment strategies,
policies and practices and investment risks, as well as the same fundamental investment restrictions, as the Existing Fund. The New Fund
will continue to be managed by E. Wells Beck, John G. Youngman and Amy Kong, the existing portfolio managers of the Fund. The New Fund,
however, will be managed by the New Adviser and not by Barrett and Messrs. Beck and Youngman and Ms. Kong, who are currently employed
by both the Current Adviser and Corient, both wholly owned affiliates of CI Financial, will become employees of the New Adviser while
remaining employees of Corient.
The
New Funds advisory fee is 0.65% of the New Funds average daily net assets, which is lower than the effective fee rate paid
by the Existing Fund based on the Existing Funds assets. Following the Reorganization, the New Fund, is expected to have lower
total annual fund operating expenses (both before and after fee waivers and reimbursements) as compared to the Existing Fund.
In
addition, following the Reorganization, certain third-party service providers will be different for the New Fund. The New
Funds service providers will be: Ultimus Fund Solutions, LLC (accounting, co-administrative, transfer agency, dividend
disbursing agency, and shareholder servicing agency) (Ultimus); Ultimus Fund Distributors, LLC
(Distributor); Brown Brothers Harriman (custodian) (Custodian); and Davis Graham & Stubbs LLP (counsel
to SBHT and the independent trustees of SBHT). In addition, the New Fund will be overseen by a different Board of Trustees and will
have different officers, including a new President, Secretary, Treasurer, Assistant Treasurer, and Chief Compliance Officer. The
Funds independent registered public accounting firm (Cohen & Company, Ltd.) will remain the same.
CI
Financial, the parent company of both Barrett and the New Adviser, is in the process of restructuring its U.S. affiliated investment
advisory businesses. As part of that process, CI Financial is seeking to consolidate the mutual fund businesses of its affiliated advisers
to the New Adviser to ease the burden of many smaller advisers having to comply with the enhanced compliance and other regulatory requirements
specific to investment advisers to registered investment companies. CI Financial and Barrett also believe that the proposed Reorganization
would provide the Existing Fund with the ability to experience economies of scale by being included in a suite of funds with the same
service providers. In light of CI Financials restructuring and the possible economies of scale that could be realized by the Existing
Fund if the Reorganization was approved, CI Financial and Barrett proposed the Reorganization to the Board of Directors of the Existing
Fund.
After
careful consideration of all of the factors involved, the Board of Directors of Barrett Opportunity Fund, Inc. recommends that the Existing
Fund be reorganized into the New Fund.
Question:
How will the Reorganization work?
To
reorganize the Existing Fund into a series of SBHT, a new fund with substantially the same investment objective and investment strategies
as the Existing Fund, has been created as a new series of SBHT. If shareholders of the Existing Fund approve the Reorganization Plan,
the Existing Fund will transfer all of its assets and liabilities to the New Fund in exchange for shares of the New Fund. The New Fund
will issue to the Existing Fund shares of the New Fund with an aggregate net asset value (NAV) equal to the aggregate value
of the assets that it receives from the Existing Fund, less the liabilities it assumes from the Existing Fund (the Reorganization
Shares). The Reorganization Shares will be distributed to the shareholders of the Existing Fund (in liquidation of such Existing
Fund). After the Reorganization is complete, shareholders of the Existing Fund will be shareholders of the New Fund, and the Existing
Fund will wind down its business and affairs and will be dissolved.
Please
refer to the Proxy Statement for a detailed explanation of the proposal. If the Reorganization Plan is approved by shareholders of the
Existing Fund at the Special Meeting of Shareholders to be held at 1:00 p.m. eastern standard time on November 8 , 2023, at the
offices of the Fund, located at 90 Park Avenue, New York, NY 10016 (Special Meeting), the Reorganization presently is expected
to be effective immediately prior to the open of business (8:00 a.m. Eastern Time) on or about November 20, 2023 (Effective Time).
Question:
How will the Reorganization affect me as a shareholder?
If
you are a shareholder of the Existing Fund, you will become a shareholder of the New Fund. The New Fund shares that you receive immediately
following the Reorganization will have a total NAV equal to the total NAV of the shares you held in the Existing Fund as of the Effective
Time. The Reorganization will not affect the value of your investment at the time of the Reorganization. The Reorganization is expected
to be tax-free to the Existing Fund and its shareholders. It is expected that your aggregate tax basis in the Existing Fund shares will
carry over to your New Fund shares, and the holding period for such New Fund shares will include the holding period for the shareholders
Existing Fund shares provided that you held such Existing Fund shares as capital assets. It is expected that the taxable year of the
Existing Fund will not end on the date of the Reorganization merely because of the closing of the Reorganization.
The
New Funds investment adviser will be a different investment adviser from that of the Existing Fund; however the portfolio managers
responsible for managing the Existing Fund will continue to manage the New Fund following the Reorganization. The investment objective
and principal investment strategies of the New Fund will be substantially the same as the investment objective and principal investment
strategies of the Existing Fund.
The
Reorganization will affect certain service providers to the Existing Fund as follows:
Service Providers |
Existing Fund |
New Fund |
Investment Adviser |
Barrett Asset Management, LLC |
Segall Bryant & Hamill, LLC |
Distributor & Principal Underwriter |
Quasar Distributors, LLC |
Ultimus Fund Distributors, LLC |
Custodian |
U.S. Bank n.a. |
Brown Brothers Harriman |
Transfer Agent, Fund Accountant & Fund Administrator |
U.S. Bancorp Fund Services, LLC |
Ultimus Fund Solutions, LLC |
Co -Administrator |
N/A | Segall Bryant & Hamill, LLC |
Independent Registered Public Accounting Firm |
Cohen & Company, Ltd. |
Cohen & Company, Ltd. |
The
Reorganization will move the assets of the Existing Fund from Barrett Opportunity Fund, Inc., a Maryland corporation, to the New Fund,
a series of SBHT, a Massachusetts business trust. Following the Reorganization, the New Fund will operate under the supervision of a
different Board of Trustees. Barrett Opportunity Fund, Inc. is governed by its articles of incorporation and by-laws. SBHT is governed
by a declaration of trust and code of regulations. The differences between the organizational documents of each of Barrett Opportunity
Fund, Inc. and SBHT are immaterial with respect to operation of the Funds. The most significant difference between the two entities is
that each is overseen by a different Board and will have different officers, including a new President, Secretary, Treasurer, Assistant
Treasurer, and Chief Compliance Officer. More discussion on Maryland corporations and Massachusetts business trusts is below under Form
of Organization in the Proxy Statement.
Question:
Who will manage the New Fund?
Segall
Bryant & Hamill, LLC will be the investment adviser and responsible for overseeing the management of the New Fund. The New Adviser
is an affiliate of Barrett Asset Management, LLC, the investment adviser to the Existing Fund, both of which are wholly owned subsidiaries
of CI Financial. As a result of a corporate restructuring by CI Financial, Barrett Asset Management will be dissolved following the Reorganization.
The portfolio managers of the Existing Fund will become employees of the New Adviser and Corient, a subsidiary of CI Financial.
Question:
How will the Reorganization affect the fees and expenses I pay as a shareholder of the Existing Fund?
The
Existing Fund pays Barrett an advisory fee calculated in accordance with the following breakpoint schedule:
Average Daily Net Assets |
Annual Rate |
First $1 billion |
0.700% |
Next $1 billion |
0.675% |
Next $3 billion |
0.650% |
Next $5 billion |
0.625% |
Over $10 billion |
0.600% |
The
New Funds advisory fee is 0.65% of the New Funds average daily net assets, which is lower than the effective fee rate paid
by the Existing Fund based on the Existing Funds assets. While the Existing Fund has no Rule 12b-1 Plan fee or shareholder servicing
fee, the New Fund has a shareholder servicing plan pursuant to which the New Fund may pay up to a 0.25% fee for shareholder services.
The New Fund also pays its proportionate share (based on the New Funds average daily net assets) of an annual fee of 0.01% of SBHTs
average daily net assets, payable to the New Adviser for co-administration services the New Adviser provides to SBHT. It is anticipated
that following the Reorganization, the New Funds other expenses (including the co-administration fee) also will be lower than the
Existing Funds other expenses; therefore, the total annual operating expenses of the New Fund are expected to be lower than those
of the Existing Fund. Neither the Existing Fund or the New Fund are subject to front-end or contingent deferred sales charges and no
sales loads, commissions or other transactional fees will be imposed on shareholders in connection with the Reorganization. Barrett
or its successor, will pay all expenses related to the Reorganization.
The
New Adviser has contractually agreed, pursuant to an Expense Limitation Agreement, to reduce its fees and/or absorb expenses of the New
Fund through at least November 30, 2025 to ensure that the total net annual fund operating expenses after fee waiver and/or reimbursement
(exclusive of acquired fund fees and expenses, taxes, brokerage expenses, class action claim fees, tax reclaim fees, and extraordinary
expenses) do not exceed 0.99% of the Funds average daily net assets. After the expiration of the Expense Limitation Agreement,
the New Funds total annual fund operating expenses paid by the shareholders may increase.
Question:
Will the Reorganization result in any federal income taxes?
Neither
the Existing Fund nor its shareholders are expected to recognize any gain or loss for federal income tax purposes as a direct result
of the Reorganization. If the parties comply with the terms of the Reorganization Plan and supply appropriate representation letters,
Barrett Opportunity Fund, Inc. and SBHT will receive an opinion, based upon, and subject to, the accuracy of the representation letters
and based upon certain assumptions and subject to certain qualifications, that the Reorganization is a tax-free reorganization under
federal income tax laws. Shareholders should consult their tax advisors about the effect of the Reorganization on their federal income
taxes in light of their individual circumstances and the possible state and local tax consequences of the Reorganization, if any, because
the information about tax consequences in this document relates to the federal income tax consequences of the Reorganization only.
Question:
Will I be charged a sales charge or contingent deferred sales charge (CDSC) as a result of the Reorganization?
No
sales loads, commissions or other transactional fees will be imposed on shareholders in connection with the Reorganization.
Question:
Why do I need to vote?
Your
vote is needed to ensure that a quorum and sufficient votes are present at the Special Meeting so that the proposal to approve the Reorganization
Plan can be acted upon. Your immediate response on the enclosed Proxy Card will help prevent the need for any further solicitations for
a shareholder vote. Your vote is very important to us regardless of the number of shares you own.
Question:
Who is paying for expenses related to the Reorganization?
Barrett
or its successor will pay all expenses related
to the Reorganization.
Question:
What will happen if the Reorganization Plan is not approved by shareholders?
If
shareholders of the Existing Fund do not approve the Reorganization Plan, the Reorganization will not take effect and the Board of Directors
of Barrett Opportunity Fund, Inc. will consider what action would be in the best interests of the Existing Fund and its shareholders,
including the possibility of liquidating the Existing Fund.
Question:
How do I vote my shares?
You
can vote your shares by mail, telephone or internet by following the instructions on the enclosed proxy card. You may also vote your
shares in person by personally attending the Special Meeting at 1:00 p.m. eastern standard time on November 8 , 2023 at the offices
of the Fund located at 90 Park Ave., New York, NY 10016.
Question:
Who do I call if I have questions?
Answer:
If you have any questions about the Reorganization, Reorganization Plan, this Proxy Statement or the proxy card, please do not hesitate
to call the Existing Fund at 1-877-363-6333 or Broadridge at 1-833-501-4708. Broadridge representatives are available to answer your
call Monday through Friday, 9:00 a.m. to 10:00 p.m. Eastern Time.
OCTOBER
18 , 2023
COMBINED
PROXY STATEMENT/PROSPECTUS
FOR
THE REORGANIZATION OF
Barrett
Opportunity Fund, Inc.
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
(877)
363-6333
IN
EXCHANGE FOR SHARES OF
Barrett
Opportunity Fund
(a
series of Segall Bryant & Hamill Trust)
225
Pictoria Drive, Suite 450
Cincinnati,
Ohio 45246
(800)
392-2673
This
Combined Proxy Statement and Prospectus (Proxy Statement) is a proxy statement for the Existing Fund (as defined below)
and a prospectus for the New Fund (as defined below). This Proxy Statement contains information you should know before voting on the
following proposal with respect to the Existing Fund, as indicated below. Please read this Proxy Statement and keep it for future reference.
Proposal:
(i)
|
To approve an Agreement and Plan of Reorganization (Reorganization Plan) by and among Barrett Opportunity Fund, Inc. (Existing Fund); Segall Bryant & Hamill Trust (SBHT), on behalf of its Barrett Opportunity Fund series (New Fund); Segall Bryant & Hamill, LLC (New Adviser); and Barrett Asset Management, LLC (“Barrett”) ; and |
|
(ii) | To transact other business that may properly come before the Shareholder Meeting and any adjournments thereof. |
Under
the Reorganization Plan, the Existing Fund will transfer all of its assets to the New Fund in exchange for shares of the New Fund and
the assumption by the New Fund of all of the liabilities of the Existing Fund. Shares of the New Fund will be distributed proportionately
to shareholders of the Existing Fund (Reorganization).
The
Proposal will be considered at a special meeting of shareholders (Special Meeting) to be held at the offices of the Fund,
located at 90 Park Avenue, New York, NY 10016 on November 8 , 2023 at 1:00 p.m. eastern standard time.
Barrett
Opportunity Fund, Inc. is an open-end management investment company organized as a Maryland corporation. Segall Bryant & Hamill Trust
is an open-end management investment company organized as a Massachusetts business trust. Segall Bryant & Hamill, LLC is the investment
adviser for the New Fund and will be responsible for providing investment advisory and portfolio management services to the New Fund
following the completion of the Reorganization.
If
you need additional free copies of this Proxy Statement, please contact the Existing Fund at 877-363-6333 or in writing at P.O. Box 701,
Milwaukee, Wisconsin 53201-0701. Additional copies of this
Proxy
Statement will be delivered to you promptly upon request. For a free copy of the Existing Funds annual report for the fiscal
year ended August 31, 2023 please contact the Existing Fund at 877-363-6333 or in writing at P.O. Box 701, Milwaukee, Wisconsin 53201-0701.
How
the Reorganization Will Work:
● | The Existing Fund will transfer all of its assets to the New Fund in exchange for shares of the New Fund (Reorganization Shares) and the assumption by the New Fund of all of the Existing Funds liabilities. |
● | The New Fund will issue Reorganization Shares with an aggregate net asset value (NAV) equal to the aggregate value of the assets that it receives from the Existing Fund, less the liabilities it assumes from the Existing Fund. The Reorganization Shares will be distributed to the shareholders of the Existing Fund (in liquidation of such Existing Fund). |
● | After the Reorganization is complete, shareholders of the Existing Fund will be shareholders of the New Fund, and the Existing Fund will wind down its business and affairs and will be dissolved. |
The
Board of Directors of Barrett Opportunity Fund, Inc. (the Board) considered the proposed Reorganization, and, after careful
consideration, the Board approved the Reorganization. A copy of the form of the Reorganization Plan is attached to this Proxy Statement
as Appendix A. As further described later in this Proxy Statement, the Reorganization Plan is required to be approved by a majority
of the shares (as defined under the Investment Company Act of 1940 (the 1940 Act )) represented at
the Special Meeting, either in person or by proxy. Accordingly, shareholders of the Existing Fund are being asked to vote on and approve
the Reorganization Plan.
The
Existing Funds Prospectus dated December 29, 2022 and Annual Report to Shareholders for the fiscal year ended August 31, 2022
containing audited financial statements, have been previously delivered to shareholders. Copies of these documents are available upon
request and without charge by writing to Barrett Opportunity Fund, Inc. at P.O. Box 701, Milwaukee, Wisconsin 53201-0701, through the
Internet at www.barrettasset.com/barrettopportunity or by calling 877-363-6333.
The
following documents have been filed with the U.S. Securities and Exchange Commission (the SEC) and are incorporated by
reference in this Proxy Statement:
This
Proxy Statement will be mailed on or about October 20, 2023 to shareholders of record of the Existing Fund as of September 18, 2023 (Record
Date).
Copies
of these materials and other information about SBHT, the Existing Fund and the New Fund are available upon request and without charge
by writing to the appropriate address below or by calling the telephone numbers listed as follows:
For inquiries regarding the Existing Fund: |
For inquiries regarding the New Fund: |
Barrett
c/o U.S. P.O. Milwaukee, (877) www.barrettasset.com/barrettopportunity |
Barrett
c/o Segall 225 Cincinnati, (800) www.sbhfunds.com |
Shareholder
approval is required to effect the Reorganization. The Special Meeting is scheduled for November 8 , 2023. If you are unable to
attend the Special Meeting, please complete and return the enclosed Proxy Card by November 8 , 2023.
The
Board of Directors of Barrett Opportunity Fund, Inc. has unanimously approved the Proposal and recommends shareholders of the Existing
Fund approve the Proposal.
The
SEC has not approved or disapproved the New Funds shares to be issued in the Reorganization nor has it passed on the accuracy
or adequacy of this Proxy Statement. Any representation to the contrary is a criminal offense.
_____________________________________
Table
of Contents
SUMMARY | 17 |
REORGANIZATION PROPOSAL |
17 |
INFORMATION ABOUT THE REORGANIZATION |
27 |
ADDITIONAL INFORMATION ABOUT THE REORGANIZATION |
32 |
VOTING INFORMATION |
40 |
OTHER MATTERS |
42 |
LEGAL MATTERS |
43 |
EXPERTS | 43 |
Appendix A |
A-1 |
Appendix B |
B-1 |
Appendix C |
C-1 |
SUMMARY
This
Proxy Statement is being used by the Existing Fund to solicit proxies to vote at the Special Meeting and any adjournments or postponements
thereof. The following is a summary of more complete information appearing later in this Proxy Statement or incorporated herein. You
should read carefully the entire Proxy Statement, including the Reorganization Plan for the Existing Fund, the form of which is attached
as Appendix A, because it contains details that are not in the summary.
Under
the Reorganization Plan, the Existing Fund would be reorganized into a newly created series of SBHT. The New Fund was created solely
for the purpose of acquiring and carrying on the business of the Existing Fund and will not engage in any operations prior to the Reorganization
other than in connection with organizational activities. If shareholders of the Existing Fund approve the Reorganization Plan, the Existing
Fund will transfer all of its assets to the New Fund in exchange for shares of such New Fund and such New Funds assumption of
the Existing Funds liabilities. The Reorganization Plan further provides that the Existing Fund will then distribute the shares
of the New Fund to its shareholders. The Reorganization, if approved by shareholders, is expected to take place immediately prior to
the open of business (8:00 a.m. Eastern Time) on or about November 20, 2023, although that date may be adjusted in accordance with the
terms of the Reorganization Plan.
The
Reorganization is expected to qualify as a tax-free reorganization for federal income tax purposes under Section 368(a)(1)(F) of the
Code. For information on the tax consequences of the Reorganization, see the section titled Information about the Reorganization
– Federal Income Tax Consequences in this Proxy Statement.
The
Board has fixed the close of business on September 18, 2023 as the record date for the determination of shareholders entitled to receive
notice of and to vote at the Special Meeting and any adjournments and postponements thereof. In considering whether to approve the Reorganization,
you should review the information in this Proxy Statement.
REORGANIZATION
PROPOSAL
Comparison
of the Existing Funds and the New Funds Investment Objectives, Principal Investment Strategies and Principal Risks.
The
Existing Fund and the New Fund have identical investment objectives and substantially the same principal investment strategies, which
are presented below. The New Fund has been created as a new series of SBHT solely for the purpose of acquiring the Existing Funds
assets and continuing its investment business and will not conduct any investment operations until after the closing of the Reorganization.
For a comparison of the Existing Funds and the New Funds investment limitations, please see the section Additional
Information about the Existing Fund and the New Fund—Comparison of Investment Limitations, below.
Investment
Objective
The
Existing Fund and the New Fund share the same investment objective:
Existing Fund |
New Fund |
To seek to achieve above average long term capital appreciation. Current income is a secondary objective. |
Identical |
Principal
Investment Strategies
A
discussion regarding certain principal investment strategies of the Existing Fund and the New Fund is set forth below. The principal
investment strategies of the Existing Fund are the same in all material respects to the New Fund.
Existing Fund |
New Fund |
Comment | ||
The
The
The
The
The |
The
The
The
The
|
The Funds ability to invest up to 5% of its net assets in foreign securities that are not publicly traded has been removed as the New Fund does not view this as a principal investment strategy of the Fund. Additionally, the order of disclosure changed. |
Principal
Risks
A
discussion regarding the principal risks of investing in the Existing Fund and the New Fund is set forth below. The Existing Funds
and New Funds principal risks are identical.
Existing Fund |
New Fund |
|
Stock market and equity securities risk. The securities markets are volatile and the market prices of the Funds securities may decline generally. Securities fluctuate in price based on changes in a companys financial condition and overall market and economic conditions, which are difficult to predict accurately. If the market prices of the securities owned by the Fund fall, the value of your investment in the Fund will decline. |
Identical. | |
Issuer risk. The value of a security can go up or down more than the market as a whole and can perform differently from the value of the market as a whole, often due to events such as (but not limited to) disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation against the issuer or changes in government regulations affecting the issuer or the competitive environment. The Fund may experience a substantial or complete loss on an individual security. Historically, the prices of securities of small- and medium-capitalization companies have generally gone up or down more than those of large capitalization companies because, among other things, small- and medium-capitalization companies may be more sensitive to changing economic conditions and tend to be less established than large capitalization companies, although even large capitalization companies may fall out of favor with investors. |
Identical. |
|
Foreign investments risk. The Funds investments in securities of foreign issuers involve greater risk than investments in securities of U.S. issuers. Foreign countries in which the Fund may invest may have markets that are less liquid and more volatile than U.S. markets and may suffer from political or economic instability. In some foreign countries, less information is available about issuers and markets because of less rigorous accounting, legal and regulatory standards than in the United States. Currency fluctuations could erase investment gains or add to investment losses. Income earned on foreign securities may be subject to foreign withholding taxes. |
Identical. | |
Portfolio selection risk. The value of your investment may decrease if the portfolio managers judgment about the attractiveness, value or market trends affecting a particular security, industry or sector or about market movements is incorrect. |
Identical. | |
Value investing risk. The value approach to investing involves the risk that stocks may remain undervalued. Value stocks may underperform the overall equity market. Although the Fund will not concentrate its investments in any one industry or industry group, it may, like many value funds, weight its investments toward certain industries, thus increasing its exposure to factors adversely affecting issuers within those industries. Accordingly, the Funds performance may be disproportionately affected by the poor performance of a certain industry. |
Identical. |
The Existing Fund does not have a Fixed Income Securities Risk. |
Fixed Income Securities Risk. Fixed income securities markets may, in response to governmental intervention, economic or market developments (including potentially a reduction in the number of broker-dealers willing to engage in market-making activity), or other factors, experience periods of increased volatility and reduced liquidity. Additionally, there is a possibility that the Funds income may decline due to a decrease in interest rates. |
|
Recent market events risk. U.S. and international markets have experienced significant periods of volatility in recent years due to a number of economic, political and global macro factors including the impact of the coronavirus (COVID-19) as a global pandemic which has resulted in public health issues, growth concerns in the U.S. and overseas, layoffs, rising unemployment and reduced consumer spending. The effects of COVID-19 may lead to a substantial economic downturn or recession in the U.S. and global economies, the recovery from which is uncertain and may last for an extended period of time. |
Identical. | |
Non-diversification risk. The Fund is classified as non-diversified, which means it may invest a larger percentage of its assets in a smaller number of issuers than a diversified fund. To the extent the Fund invests its assets in fewer issuers, the Fund will be more susceptible to negative events affecting those issuers. |
Identical. | |
Cybersecurity risk. With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Funds ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
Identical. |
Risk of increase in expenses. Your actual costs of investing in the Fund may be higher than the expenses shown in Annual Fund Operating Expenses under Fees and Expenses of the Fund for a variety of reasons. For example, expense ratios may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and fund expense ratios are more likely to increase when markets are volatile. Additionally, a higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. |
Identical. | |
Net unrealized appreciation. The Fund currently has a substantial amount of net unrealized appreciation. At November 30, 2022, the amount of the net unrealized appreciation was $43,625,546, representing approximately 72% of the Funds net assets. The Adviser no longer pursues a strategy of retaining unrealized long-term capital gain and avoiding the tax impact of realizing such gain. Subject to market conditions and Fund performance, the Adviser anticipates that, in managing the Funds investment portfolio in pursuit of the Funds investment objectives, a moderate portion of the Funds current built-in long-term capital gains will be realized gradually in each of the next several years. If these long-term capital gains are realized as anticipated, this will result in an increase in the Funds annual distributions of net capital gains and, accordingly, will generally result in taxable distributions to shareholders (other than certain shareholders that are exempt from tax on such income). Under normal market conditions, the Adviser currently expects, but does not guarantee, that no more than 15% of the total amount of the Funds current built-in long-term capital gains will be realized in any one year. This expectation may change over the course of the year for a variety of reasons including, but not limited to, individual holdings, market events and changes in tax laws. See Dividends, Distributions and Taxes. |
The Fund is expected to have a substantial amount of net unrealized appreciation upon the reorganization of the Predecessor Fund. Subject to market conditions and Fund performance, the Adviser anticipates that, in managing the Funds investment portfolio in pursuit of the Funds investment objectives, a moderate portion of the Funds current built-in long-term capital gains will be realized gradually in each of the next several years. If these long-term capital gains are realized as anticipated, this will result in an increase in the Funds annual distributions of net capital gains and, accordingly, will generally result in taxable distributions to shareholders (other than certain shareholders that are exempt from tax on such income). Under normal market conditions, the Adviser currently expects, but does not guarantee, that no more than 15% of the total amount of the Funds current built-in long-term capital gains will be realized in any one year. This expectation may change over the course of the year for a variety of reasons including, but not limited to, individual holdings, market events and changes in tax laws. See Dividends, Distributions and Taxes. |
The Existing Fund does not have a General market risk. |
General |
|
The Existing Fund does not have a Medium capitalization company risk. |
Medium |
|
The Existing Fund does not have a Large capitalization company risk. |
Large capitalization company risk. Historically, the prices of securities of small- and medium-capitalization companies have generally fluctuated more than those of large capitalization companies because, among other things, small- and medium-capitalization companies may be more sensitive to changing economic conditions and tend to be less established, however, large capitalization companies may fall out of favor with investors. |
An
investment in the Fund is subject to investment risks, including the possible loss of some or all of the principal amount invested. There
can be no assurance that the Fund will be successful in meeting its investment objective.
Performance
The
performance information demonstrates the risks of investing in the Existing Fund by showing changes in the Existing Funds performance
from year to year. The Average Annual Total Returns table also demonstrates these risks by showing how the Existing Funds average
annual returns for one, five and ten years compare with those of a broad measure of market performance and the returns of a Lipper peer
group (a group of mutual funds with characteristics similar to those of the Existing Fund). Past performance of the Existing Fund is
not necessarily an indication of how the Existing Fund or the New Fund will perform in the future. The New Fund has no performance history,
as it will not commence investment operations until after the Reorganization is completed. Following the Reorganization, the New Fund
will assume the performance information of the Existing Fund and will be subject to identical risks, as described above.
Existing
Fund
Best quarter: |
6/30/2020 | 16.98% |
Worst quarter: |
3/31/2020 | -24.44% |
The
Funds calendar year-to-date return as of September 30, 2023 was 7.55 %.
AVERAGE
ANNUAL TOTAL RETURNS
For
the Period Ended December 31, 2022
1 Year |
5 Years |
10 |
|
Return Before Taxes |
-6.30% | 6.33% |
9.47% |
Return After Taxes on Distributions* |
-8.92% | 3.72% |
6.67% |
Return After Taxes on Distributions and sale of shares |
-1.85% | 4.68% |
7.13% |
S&P 500 Index (reflects no deduction for fees, expenses, or taxes) |
-7.81% | 7.35% | 10.62% |
* | After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold Fund shares through tax-advantaged arrangements such as 401(k) plans or individual retirement accounts. |
Comparison
of Shareholder Fees and Annual Fund Operating Expenses
The
following table describes the expenses that you may pay if you buy, hold, and sell shares of the Existing Fund compared to the New Fund.
You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table
and the Example below. These fees and expenses are based on expenses incurred by the Existing Fund during its most recently completed
fiscal year.
The
Existing Fund and the New Fund each offer one share class.
Existing Fund |
New Fund |
|
Annual (expenses |
||
Management Fees |
0.70% | 0.65% |
Distribution (12b-1) Fees |
None |
None |
Other Expenses |
0. 59 % | 0. 58 % |
Shareholder service fee |
None | 0.25% |
All other expenses |
0. 59 % | 0. 33 % |
Total Annual Fund Operating Expenses |
1. 29 % | 1. 23 % |
Fee Waiver and Expense Reimbursement1 |
None | (0. 24 %) |
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement |
1. 29 % | 0.99% |
1 | The New Adviser has contractually agreed until at least November 30, 2025, to waive the investment advisory and/or administration fees and/or reimburse other expenses (not including acquired fund fees and expenses, taxes, brokerage expenses, class action claim fees, tax reclaim fees, and extraordinary expenses), so that the ratio of expenses of average net assets as reported in the New Funds Financial Highlights will be no more than 0.99%, for such period. This agreement may not be terminated or modified by the New Adviser prior to the termination date without the approval of the Board of Trustees of SBHT. |
Example
The
Example below is intended to help you compare the costs of investing in the Existing Fund and the New Fund with the costs of investing
in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of
your shares at the end of those periods. With respect to the New Fund, the Examples assume that the Reorganization has been completed.
The Example also assumes that your investment has a 5% return each year and that each Funds operating expenses remain the same
(taking into account the expense cap in year one). Although your actual costs may be higher or lower, based on these assumptions your
costs would be:
1 year |
3 years |
5 years |
10 years |
|
Existing Fund |
$ 131 | $ 409 | $ 708 | $1, 556 |
New Fund (Pro Forma) |
$101 | $ 367 | $ 653 | $1, 467 |
Portfolio
Turnover
The
Existing Fund pays, and the New Fund will pay, transaction costs, such as commissions, when it buys and sells securities (or
turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses
or in the Fee Table Example above, affect the Funds performance. During the most recent fiscal year ended August 31, 2022, the
portfolio turnover rate for the Existing Fund was 8% of the average value of its portfolio. Because the New Fund is newly organized,
no portfolio data is available.
Comparison
of Investment Limitations
This
section will help you contrast the fundamental and non-fundamental investment policies and restrictions of the Existing Fund and the
New Fund.
Fundamental
Investment Limitations
The
fundamental investment limitations of the Existing Fund and the New Fund are identical. These limitations cannot be changed without the
consent of the holders of a majority of each Funds outstanding shares. The term majority of the outstanding shares
means the vote of (i) 67% or more of the Funds shares present at a meeting, if more than 50% of the outstanding shares of the
Fund are present or represented by proxy; or (ii) more than 50% of the Funds outstanding shares, whichever is less.
Form
of Organization
The
Existing Fund is organized as a non-diversified open-end management investment company organized as a Maryland corporation. The New Fund
is organized as a non-diversified series of SBHT, an open-end management investment company organized as a Massachusetts business trust.
There is no significant difference between the governing documents for each of the Existing Fund and SBHT. The most significant
difference between the two entities is that each is overseen by a completely different Board of Directors/Trustees.
The
below chart highlights certain differences between the terms of the Declaration of Trust of SBHT and the articles of incorporation of
the Existing Fund.
Policy | SBHT | Existing Fund |
Shareholder Quorum |
The presence, in person or by proxy, of Shareholders entitled to cast at least a majority of the votes which all Shareholders are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matter. |
Identical. |
Trustee Power to Amend Organizational Document |
The SBHT Declaration of Trust may be amended by the Trustees and approved by the affirmative vote of the holders of not less than a majority of the outstanding shares, voting in the aggregate and not by class except to the extent that applicable law may require voting by class, provided that the Trustees may amend the Declaration of Trust without a vote of shareholders to change the name of the Trust or to cure any error or ambiguity or if they deem it necessary to conform the Declaration of Trust to the requirements of applicable state or federal laws or regulations. |
The |
Termination of Series of the Trust |
Without the vote of the Shares of any class then outstanding (unless otherwise required by applicable law), the Trustees may terminate and wind up the affairs of any class or Fund. |
The Directors may terminate and wind up the affairs of the Fund without approval by shareholders. |
For
a comparison of certain differences in shareholder rights, please see Additional Information about the Reorganization—Description
of the Securities to be Issued; Rights of Shareholders, below.
Comparison
of Distribution, Purchase & Redemption Procedures
Distribution.
Quasar Distributors, LLC, 111 East Kilbourn Avenue, Suite 2200, Milwaukee, Wisconsin 53202, serves as distributor to the Existing
Fund. Ultimus Fund Distributors, LLC., 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the New Funds exclusive
agent for the distribution of the New Funds shares. Ultimus Fund Distributors, LLC, Inc. may sell the New Funds shares
to or through qualified securities dealers or others.
Minimum
Initial and Subsequent Investment Amounts. The New Fund will offer the same initial and subsequent investment minimums as the Existing
Fund, which are as follows:
Initial Purchase (regular account) | $ | 1,000 | ||
Subsequent Purchases | $ | 50 | ||
Initial Purchase (retirement account) | $ | 250 |
Shares
for both the Existing Fund and the New Fund may be purchased by mail, by phone, by wire, or from your dealer, financial advisor or other
financial intermediary. Please see the Existing Funds prospectus, incorporated by reference into this Proxy Statement, for additional
information about purchasing of shares
of the Existing Fund. Please see the New Funds Prospectus dated October 18, 2023,
which is incorporated herein by reference, for additional information about purchasing shares of the New Fund.
Redemptions.
The Existing Fund and the New Fund both allow for redemption payments in the form of check or federal wire transfer. For both the
Existing Fund and the New Fund, redemption requests may be made by mail or telephone. Please see the Existing Funds prospectus,
incorporated by reference into this Proxy Statement, for additional information about redeeming Existing Fund shares. Please see Appendix
C for additional information about redeeming shares of the New Fund.
Capitalization
The
following table sets forth, as of September 30 , 2023, the capitalization of the Existing Fund and the hypothetical unaudited pro
forma capitalization of the New Fund assuming the proposed Reorganization had taken place as of that date. While the New Fund will
not have any assets until after the Reorganization is complete, the table reflects the amount it would have if the Reorganization was
completed as of September 30 , 2023.
Barrett Opportunity Fund |
|||
Name | Net Assets |
Net Assets per Share |
Shares Outstanding |
Existing Fund |
$ 42,837,667 .22 | $25. 37 | 1,688,220.953 |
New |
$ 42,837,667 .22 | $25. 37 | 1,688,220.953 |
*
* * * * * * * * * * * *
The
preceding is only a summary of certain information contained in this Proxy Statement relating to the Reorganization. This summary is
qualified by reference to the more complete information contained elsewhere in this Proxy Statement, the New Funds Prospectus
and Statement of Additional Information, and the Reorganization Plan. Shareholders should read this entire Proxy Statement carefully.
Boards
Approval
At
the request of Barrett, and after careful consideration, the Board of Directors of Barrett Opportunity Fund, Inc. approved the Reorganization
of the Existing Fund into the corresponding New Fund, subject to the approval of the shareholders of the Existing Fund.
INFORMATION
ABOUT THE REORGANIZATION
Reasons
for the Reorganization.
CI
Financial Corp. (“CI Financial”) , the parent company of both Barrett and the New Adviser, is in the process of restructuring its
U.S. affiliated investment advisory businesses. As part of that process, CI Financial is seeking to consolidate the mutual fund businesses
of its affiliated advisers to the New Adviser to ease the burden of many smaller advisers having to comply with the enhanced compliance
and other requirements
specific
to investment advisers to registered investment companies. In light of this restructuring, CI Financial and Barrett, the Existing Funds
investment adviser, proposed to the Board of Directors of the Existing Fund the Reorganization of the Existing Fund into a newly created
series of SBHT Trust that would have the same portfolio managers, investment objective, investment strategies and risks of the Existing
Fund. In addition, CI Financial and Barrett believe that the proposed Reorganization would also provide the Existing Fund with the ability
to experience economies of scale by being included in a suite of funds with greater assets under management as well as improved fee
arrangements with certain outside service providers (e.g., administration, custody and other fees and expenses would be borne across
a larger number of funds resulting in less expenses for the New Fund than the Existing Fund).
Board
Considerations.
At
a meeting held on July 11, 2023 (the July Meeting), the Board of Directors of the Existing Fund considered the proposed
Reorganization. Prior to the July Meeting, the Board requested and received information and materials regarding the New Fund, the New
Adviser, the proposed investment advisory fee and estimated expenses of the New Fund as compared to the Existing Fund, any benefits that
could inure to Barrett or the New Adviser as a result of the Reorganization, information regarding the New Funds Board of Trustees
and other service providers, and other information deemed by the Board to be pertinent to the proposed Reorganization. The Board also
considered and discussed a draft of the Reorganization Plan contained in the meeting materials. The Board received advice from, and met
separately with, independent legal counsel and met in various executive sessions prior to the July Meeting to discuss the proposed Reorganization.
In
its deliberations, the Board considered that the portfolio managers of the Existing Fund would remain the portfolio managers of the New
Fund as employees of the New Adviser and would continue to be responsible for the day-to-day management of the Fund. The Board considered
the management capabilities, compliance policies and procedures, trading capabilities and financial stability of New Adviser, noting
that the Board had previously reviewed information about the New Advisers parent company when it had acquired Barrett in 2021.
The Board took into account that the Existing Funds and New Funds investment objectives, strategies and risks are identical
and, as a result, the Reorganization is not expected to change the way the Existing Funds assets are managed.
The
Board also noted that, as a result of the Reorganization, shareholders of the Existing Fund would experience a lower effective investment
advisory fee rate and a lower total expense ratio as shareholders of the New Fund. The Board considered that the New Adviser had agreed
to enter into a fee waiver and expense limitation agreement that would cap the New Funds total annual operating expenses at 0.99 %
through November 30, 2025.
The
Board also considered, among other things:
○ | the expectation that the Reorganization will be a tax-free reorganization and that the Existing Fund and its shareholders generally will not recognize gain or loss for U.S. federal income tax purposes in the Reorganization; |
○ | that the Reorganization would also result in the Existing Funds shareholders becoming part of a larger fund family with access to more distribution, marketing, administrative and other services; |
○ | that the Existing Fund and its shareholders would not bear the costs of the proposed Reorganization; |
○ | that the proposed Reorganization will be submitted to the shareholders of the Existing Fund for their approval; and |
○ | that shareholders of the Existing Fund who do not wish to become shareholders of the New Fund may redeem their Existing Fund shares before the Reorganization. |
In
its deliberations, the Board considered other options, including a potential merger of the Existing Fund into another operational fund
and the complete liquidation of the Fund. The Board considered that, due to the Funds small asset size and embedded capital gains,
a reorganization into another fund would not be feasible and a liquidation would cause shareholders of the Fund to experience the realization
of a large amount of capital gains.
After
careful consideration, the Board (including the Independent Directors), determined that the Reorganization is in the best interest of
the Existing Funds shareholders and would not dilute the interests of the Existing Funds existing shareholders. The Board,
including the Independent Directors, unanimously approved the Reorganization of the Existing Fund, subject to approval by its shareholders.
Reorganization
Plan. The Reorganization Plan sets forth the terms by which the Existing Fund will be reorganized into the New Fund. A form of the
Reorganization Plan is attached as Appendix A. Shareholders are encouraged to read the entire Reorganization Plan. The following
sections summarize the material terms of the Reorganization Plan and the anticipated federal income tax treatment of the Reorganization.
The
Reorganization Plan provides that upon the transfer of all of the assets and all of the liabilities of the Existing Fund to the New Fund,
such New Fund will issue to the Existing Fund that number of full and fractional shares, having an aggregate net asset value equal in
value to the aggregate net asset value of the Existing Funds shares, calculated as of the close of business (4:00 p.m. Eastern
Time) on November 17, 2023 or such other date as is agreed to by the parties (the Valuation Date). The Existing Fund will
redeem its shares in exchange for the Reorganization Shares received by it. The Existing Fund will distribute such shares to the shareholders
of the Existing Fund in complete liquidation of the Existing Fund. Shareholders of the Existing Fund will receive Reorganization Shares
based on their respective holdings in the Existing Fund as of the Valuation Date.
Upon
completion of the Reorganization, shareholders of the Existing Fund will own that number of full and fractional shares of the New Fund
having an aggregate net asset value equal to the aggregate net asset value of such shareholders shares held in the Existing Fund
as of the Valuation Date. Such shares will be held in an account with the New Fund identical in all material respects to the account
currently maintained by the Existing Fund for such shareholder.
Until
the Valuation Date, shareholders of the Existing Fund will continue to be able to redeem their shares at the net asset value next determined
after receipt by the Existing Funds transfer agent of a redemption request in proper form. Redemption and purchase requests received
by the transfer agent after the Valuation Date will be treated as requests received for the redemption or purchase of shares of the New
Fund received from the shareholder in connection with the Reorganization. After the Reorganization, all of the issued and outstanding
shares of the Existing Fund will be canceled on the books of the Existing Fund and the transfer agents books of the Existing Fund
will be permanently closed.
The
Reorganization is subject to a number of conditions, including, without limitation, the receipt of a legal opinion from counsel of the
New Fund addressed to the Existing Fund and the New Fund with respect to certain tax issues, as more fully described in Federal
Income Tax Consequences below, and the parties performance in all material respects of their respective agreements and
undertakings in the Reorganization Plan. Assuming satisfaction of the conditions in the Reorganization Plan, the Effective Time of the
Reorganization will be immediately prior to the open of business (8:00 a.m. Eastern Time) on or about November 20, 2023, or such other
date as is agreed to by the parties.
The
Reorganization Plan may be changed by an agreement signed by each party to the agreement.
Costs
and Expenses of the Reorganization. The Reorganization Plan provides that Barrett or its successor will pay, all expenses related to the Reorganization.
Federal
Income Tax Consequences.
Note:
Shareholders of the Existing Fund are urged to consult their own tax advisors to determine the particular U.S. federal income tax or
other tax consequences to them of the Reorganization and the other transactions contemplated herein in light of their particular tax
circumstances.
As
a non-waivable condition to the consummation of the Reorganization, the New Fund and the Existing Fund will receive an opinion from the
law firm of Davis Graham & Stubbs LLP, substantially to the effect that, based on certain facts, assumptions and representations
and covenants made by the New Fund, on the basis of existing provisions of the Code, current administrative rules and court decisions,
for federal income tax purposes:
(a) |
The |
|
(b) | No gain or loss will be recognized by the New Fund upon the receipt of all the assets of the Existing Fund solely in exchange for the New Fund shares and the assumption by the New Fund of all the liabilities of the Existing Fund. |
|
(c) | No gain or loss will be recognized by the Existing Fund upon the transfer of all the Existing Funds assets to the New Fund solely in exchange for the New Fund shares and the assumption by the New Fund of all the liabilities of the Existing Fund or upon the distribution (whether actual or constructive) of the New Fund shares to the Existing Fund shareholders solely in exchange for such shareholders shares of the Existing Fund in complete liquidation of the Existing Fund. |
|
(d) | No gain or loss will be recognized by the Existing Fund shareholders upon the exchange of their Existing Fund shares solely for New Fund shares in the Reorganization. |
|
(e) | The aggregate basis of the New Fund shares received by each Existing Fund shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Existing Fund shares exchanged therefor by such shareholder. The holding period of New Fund shares received by each Existing Fund shareholder will include the period during which the Existing Fund shares exchanged therefor were held by such shareholder, provided such Existing Fund shares are held as capital assets at the time of the Reorganization. |
(f) | The basis of the Existing Funds assets transferred to the New Fund will be the same as the adjusted basis of such assets to the Existing Fund immediately before the Reorganization. The holding period of the assets of the Existing Fund in the hands of the New Fund will include the period during which those assets were held by the Existing Fund (except where the New Funds investment activities have the effect of reducing or eliminating an assets holding period). |
|
(g) | The taxable year of the Existing Fund will not end merely as a result of the Reorganization. |
|
(h) | Under Treasury Regulations Section 1.381(b)-1(a)(2), the New Fund will be treated for purposes of section 381 of the Code just as the Existing Fund would have been treated if there had been no Reorganization, and the Tax attributes of the Existing Fund enumerated in Section 381(c) of the Code will be taken into account by the New Fund as if there had been no Reorganization, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder. |
No
opinion will be expressed as to (1) the effect of the Reorganization on the Existing Fund or the New Fund with respect to any stock held
in a passive foreign investment company as defined in Section 1297(a) of the Code, (2) the effect of the Reorganization on any transferred
asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles (i) at the end of
a taxable year or upon the termination thereof, or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise
be a non-taxable transaction, (3) the effect of the Reorganization on the Existing Fund with respect to any transferred asset as to which
unrealized gain or loss is required to be recognized for federal income tax purposes under a mark-to-market system of accounting (including
under Section 1256 of the Code); or (4) any other U.S. federal tax issues (except those set forth above) and all state, local or foreign
tax issues of any kind.
Such
opinion shall be based on customary assumptions and such representations as tax counsel may reasonably request of the Existing Fund and
the New Fund, and the Existing Fund and the New Fund will cooperate to make and certify the accuracy of such representations.
A
successful challenge to the tax-free status of the Reorganization by the Internal Revenue Service (the IRS) would result
in the Existing Funds shareholder recognizing gain or loss with respect to the New Funds share equal to the difference
between that shareholders basis in the share and the fair market value, as of the time of the Reorganization, of the Existing
Funds shares received in exchange therefor. In such event, a shareholders aggregate basis in the shares of the Existing
Fund received in the exchange would equal such fair market value, and the shareholders holding period for the shares would not
include the period during which such shareholder held shares of the New Fund.
If
any of the representations or covenants of the parties as described herein is inaccurate, the tax consequences of the transaction could
differ materially from those summarized above. Furthermore, the description of the tax consequences set forth herein will neither bind
the IRS, nor preclude the IRS or the courts from adopting a contrary position. No assurance can be given that contrary positions will
not be asserted by the IRS or adopted by a court if the issues are litigated. No ruling has been or will be requested from the IRS in
connection with this transaction. No assurance can be given that future legislative, judicial or administrative changes, on either a
prospective or retroactive basis, or future factual developments, would not adversely affect the accuracy of the conclusions stated herein.
Therefore, shareholders are urged to consult their tax advisers as to the specific tax consequences to them under the federal income
tax laws given each shareholders own particular tax circumstances, as well as any consequences under other applicable state or
local or foreign tax laws.
ADDITIONAL
INFORMATION ABOUT THE REORGANIZATION
Investment
Advisers.
Barrett
Asset Management, LLC, a Delaware limited liability company (Barrett), located at 90 Park Avenue, New York, New York 10016,
has served as the adviser to the Existing Fund since its inception. As of June 30, 2023, Barrett managed over $2.65 billion of client
assets under management. Barrett has approximately 998 client accounts, including families, individuals, foundations and other organizations
or entities.
Segall
Bryant & Hamill, LLC, a Delaware limited liability company and affiliate of Barrett, located at 540 West Madison Street, Suite 1900,
Chicago, IL 60661, will serve as the investment adviser to the New Fund. As of June 30, 2023, Segall Bryant & Hamill, LLC had approximately
$23.2 billion in client assets under management, including approximately $520 million in assets under advisement, and approximately $3.3
billion in sixteen investment company portfolios.
Investment
Advisory Agreement.
Under
the investment advisory agreement with Barrett Opportunity Fund, Inc., on behalf of the Existing Fund (the Existing Fund Advisory
Agreement), Barrett manages the Existing Funds investments subject to the supervision of the Barrett Opportunity Fund,
Inc. Board of Directors.
Under
the investment advisory agreement with SBHT, on behalf of the New Fund (the New Fund Advisory Agreement), the New Adviser
manages the New Funds investments, subject to the supervision of the SBHT Board of Trustees.
For
its advisory services to the Existing Fund, Barrett is entitled to receive an advisory calculated in accordance with the following breakpoint
schedule:
Average Daily Net Assets |
Annual Rate |
First $1 billion |
0.700% |
Next $1 billion |
0.675% |
Next $3 billion |
0.650% |
Next $5 billion |
0.625% |
Over $10 billion |
0.600% |
For
its advisory services to the New Fund, the New Adviser will receive a management fee at an annual rate of 0.65% of the average daily
net assets of the New Fund.
New
Fund Expense Limitation Agreement. The New Adviser has contractually agreed until at least November 30, 2025, to waive the investment
advisory and/or administration fees and/or reimburse other expenses (not including acquired fund fees and expenses, taxes, brokerage
expenses, class action claim fees, tax reclaim fees, and extraordinary expenses), so that the ratio of expenses of average net assets
as reported in the New Funds Financial Highlights will be no more than 0.99% for such period. This agreement may not be terminated
or modified by the New Adviser prior to the termination date without the approval of the Board of Trustees of SBHT.
The
contractual Expense Limitation Agreement agreed to by the New Adviser can be terminated prior to its expiration date only by, or with
the consent of, the SBHT Board.
For
the fiscal year ended August 31, 2022, Barrett received management fees of 0.70% of the Exiting Funds average daily net assets.
A
discussion regarding the factors considered by the SBHT Board in approving the investment advisory agreement between SBHT, on behalf
of the New Fund, and the New Adviser will be included in the New Funds first report to shareholders.
Fund
Management.
On
a day-to-day basis, the following individuals, as Portfolio Managers, are jointly and primarily responsible for the management of the
Existing Fund and will be responsible for the management of the New Fund. Mr. Beck has served as a portfolio manager of the Existing
Fund since April 2010. Mr. Youngman has served as the portfolio manager of the Existing Fund since 2016. Ms. Kong has served as a portfolio
manager of the Existing Fund since April 2021.
Existing
and New Fund:
E. Wells Beck, CFA |
Mr. Beck is a graduate of Princeton University and received his M.B.A. from New York University. Mr. Beck will join Segall Bryant & Hamill, LLC upon the completion of the Reorganization. Mr. Beck joined Barrett Asset Management in 2006. He was previously an analyst and portfolio manager at Haven Capital Management in New York from 2001 to 2006. From 2000 to 2001, Mr. Beck was a sell-side analyst in the research department of Prudential Securities covering a number of areas, including financial services. He also has investment experience from positions he held at HSBC Investment Banking PLC in 1998 and Oppenheimer Capital International from 1994 to 1997. Mr. Beck is a CFA® Charterholder. |
John G. Youngman |
Mr. Youngman will join Segall Bryant & Hamill upon the completion of the Reorganization. Mr. Youngman is a graduate of Middlebury College, where he received a B.A. in English with a concentration in Economics and Investments. He was previously a Managing Director of Barrett Asset Management. He began his career in 1991 as a Registered Representative at Kidder, Peabody & Co., where he spent four years working with and providing investment advice to high-net worth individuals, families, and institutions. Mr. Youngman joined Barrett Associates, Barrett Asset Managements predecessor firm, in the spring of 2010. Prior to joining Barrett, he was a Managing Director and CFO at Griffin Asset Management, where over a fifteen year period he developed his reputation as a financial problem solver. Mr. Youngman is a former Director of Composite Materials, LLC. |
Amy Kong, CFA |
Ms. Kong will join Segall Bryant & Hamill upon the completion of the Reorganization. Ms. Kong joined Barrett Asset Management in 2020 and served as the firms Chief Investment Officer and a Portfolio Manager. Prior to joining Barrett, Ms. Kong served as a Senior Portfolio Manager at Fiduciary Trust from 2013 to 2020 overseeing approximately $1.5 billion in assets under management. Prior to Fiduciary Trust, Ms. Kong was a Senior Vice President and Senior Portfolio Manager at U.S. Trust for 12 years, where she worked directly with private clients, held research responsibilities and served as Co-Portfolio Manager for the firms International Equity fund. Ms. Kong holds a B.A. in both Economics and Mathematics from Barnard College, and an MBA from Columbia Business School. Ms. Kong is a CFA® Charterholder. |
Additional
information regarding the New Funds portfolio managers is incorporated herein by reference to the New Funds SAI dated October
18, 2023.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
Shareholder
Information. As of the Record Date, the Existing Funds shareholders of record and/or beneficial owners (to the Trusts
knowledge) who owned 5% or more of the Existing Funds shares are set forth below in Appendix B, Shareholder Information
for the Existing Fund.
Description
of the Securities to be Issued; Rights of Shareholders. The following is a summary of the material rights of shareholders of the
Existing Fund and the New Fund, but does not purport to be a complete description of these rights. With respect to Barrett Opportunity
Fund, Inc, these rights may be determined in full reference to Maryland corporate laws and the articles of incorporation and by-laws
of Barrett Opportunity Fund, Inc. (the BOF Governing Instruments). With respect to SBHT, these rights may be determined
in full reference to the Massachusetts statute governing Massachusetts business trusts and the Declaration of Trust and Code of Regulations
of SBHT (collectively with the BOF Governing Instruments, the Governing Instruments). The Governing Instruments
are subject to amendment in accordance with their terms. Copies of the Governing Instruments are available upon request and without charge
by following the instructions listed under Available Information.
Forms
of Organization. The Existing Fund is structured as an open-end management investment company organized under Maryland law on October
13, 1978. The New Fund is a series of SBHT, an open-end management investment company organized as a Massachusetts business trust on
December 10, 1985.
Capital
Stock. Interests in the Existing Fund are represented by capital stock. The total amount of authorized capital stock of the Existing
Fund is 15 ,000,000 with a par value of $ 0.01 each. The New Fund is a single series of SBHT. Interests in the New Fund are
represented by shares of beneficial interest each with no par value. SBHT offers other series portfolios in separate prospectuses and
statements of additional information. The Registrant does not believe that the Reorganization will result in any material changes
to the shareholder rights.
Voting
Rights. Each share of the Existing Fund and the New Fund represents an interest in the Fund that is equal to and proportionate
with each other share of the Fund. Barrett Opportunity Fund, Inc. and SBHT shareholders are entitled to one vote per share (and a
fractional vote per fractional share) held on matters on which they are entitled to vote. Barrett Opportunity Fund, Inc. and SBHT
are not required to hold annual shareholder meetings, and it is not expected that either will do so. However, Barrett Opportunity
Fund, Inc. and SBHT may hold special meetings for certain purposes.
With
respect to Barrett Opportunity Fund, Inc., on any matters submitted to a vote of shareholders shares are voted together without regard
to class or series except when separate voting is required by the 1940 Act or other applicable law, or where the respective Board has
decided that a matter only affects the interests of one or more series. Similarly, with respect to SBHT, on any matters submitted to
a vote of shareholders shares are voted together without regard to class or series except when separate voting is
required
by the 1940 Act or other applicable law, or where the respective Board has decided that a matter only affects the interests of one or
more series.
Shareholder
Liability. Pursuant to the Governing Instruments, shareholders of Barrett Opportunity Fund, Inc. generally are not personally liable
for the acts, omissions or obligations of the Fund or its Directors.
Under
Massachusetts law, shareholders of a business trust may, under certain circumstances, be held personally liable as partners for the obligations
of the trust. However, the Amended and Restated Declaration of Trust of SBHT provides that shareholders shall not be subject to any personal
liability in connection with the assets of the Trust for the acts or obligations of the Trust, and that every note, bond, contract, order
or other undertaking made by the Trust shall contain a provision to the effect that the shareholders are not personally liable thereunder.
The Amended and Restated Declaration of Trust provides for indemnification out of the trust property of any shareholder held personally
liable solely by reason of his or her being or having been a shareholder and not because of his or her acts or omissions or some other
reason. The Amended and Restated Declaration of Trust also provides that the Trust shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the Trust, and shall satisfy any judgment thereon. Thus, the risk of a shareholders
incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to
meet its obligations.
Preemptive
Rights. Shareholders of Barrett Opportunity Fund, Inc. and SBHT are not entitled to any preference, preemptive, appraisal, conversion
or exchange rights.
Trustees
and Officers. Barrett Opportunity Fund, Inc. is managed by the Board of Directors. SBHT is managed by the SBHT Board. Therefore,
the New Fund will have a different Board from the Existing Fund. Below are the members of the SBHT Board:
Name |
Position(s) |
Length of Service |
Principal Occupation(s) During Past 5 Years |
Number of Series Overseen |
Other Directorships During Past 5 Years |
Independent Trustees |
|||||
Janice Birth |
Trustee, Chairman |
Since February 13, 2007 |
● Retired, June 2003 to present; ● Vice President, Secretary and Assistant Secretary, Berger Financial Group, LLC (investment management), October 1996 to May 2003; ● Vice President, Berger Funds (investment management), September 1996 to May 2003; and ● Vice President and Secretary, Berger Distributors LLC (broker/dealer), August 1998 to May 2003. |
14 | None |
Name |
Position(s) |
Length of Service |
Principal Occupation(s) During Past 5 Years |
Number of Series Overseen |
Other Directorships During Past 5 Years |
Thomas Birth |
Trustee | Since November 1, 2018 |
● ● ● ● ● ● |
14 |
Former (2016
Board Committee). |
John Birth |
Trustee | Since December 31, 2009 |
● ● ● ● ● ● ● |
14 |
Name |
Position(s) |
Length of Service |
Principal Occupation(s) During Past 5 Years |
Number of Series Overseen |
Other Directorships During Past 5 Years |
Rick Birth |
Trustee | Since February 13, 2007 |
● ● ● ● ● ● ● ● ● ● |
14 | |
James Birth |
Trustee | Since December 31, 2009 |
● ● ● |
14 | None |
Lloyd Birth |
Trustee | Since April 30, 2021 |
● ● |
14 | None |
Name |
Position(s) |
Length of Service |
Principal Occupation(s) During Past 5 Years |
Carolyn Birth |
President | Since February 15, 2023 |
● ● |
Jasper Birth |
Treasurer, Chief |
Since
Since |
● ● ● |
Maggie Birth |
Secretary | Since November 16, 2021 |
● ● ● ● |
Jenny Birth |
Assistant Treasurer |
Since May 6, 2019 |
● ● ● ● ● |
Other
Fund Service Providers. The Reorganization will affect other services currently provided to the Existing Fund. The current service
providers to the Existing Fund and the new service providers to the New Fund are listed below.
Service Providers |
Existing Fund |
New Fund |
Investment Adviser |
Barrett Asset Management, LLC |
Segall Bryant & Hamill, LLC |
Distributor & Principal Underwriter |
Quasar Distributors, LLC |
Ultimus Fund Distributors, LLC |
Custodian | U.S. Bank n.a. |
Brown Brothers Harriman |
Transfer Agent, Fund Accountant & Fund Administrator |
U.S. Bancorp Fund Services, LLC |
Ultimus Fund Solutions, LLC |
Co -Administrator |
N/A
|
Segall Bryant & Hamill, LLC |
Independent Registered Public Accounting Firm |
Cohen & Company, Ltd. |
Cohen & Company, Ltd. |
VOTING
INFORMATION
Record
Date, Voting Rights, and Vote Required. Proxies are being solicited from the shareholders of the Existing Fund by the Board for the
Special Meeting to be held on November 8 , 2023 at 1:00 p.m. Eastern Time at the offices of the Fund, located at 90 Park Avenue,
New York, NY 10016, or at such later time made necessary by adjournment or postponement. Unless revoked, all valid proxies will be voted
in accordance with the instructions thereon. If you return your signed proxy card without instructions, your vote will be cast in favor
of the Reorganization of the Existing Fund in which you hold shares.
The
Board has fixed the close of business on September 18, 2023 (the Record Date) as the record date for the determination
of shareholders entitled to notice of and to vote at the Special Meeting and any adjournments or postponement thereof. Shareholders of
record as of the Record Date will be entitled to one vote for each share held and to a proportionate fractional vote for each fractional
share held. As of the Record Date, the total number of issued and outstanding shares of beneficial interest of the Existing Fund was:
Fund | Issued and Outstanding Number of Shares |
Existing Fund |
1,689,693.496 |
Shareholders
of record who own 5% or more of the Existing Fund as of the Record Date are set forth on Appendix B to this Proxy Statement. The
approval of the Reorganization Plan will require the affirmative vote of a majority of the outstanding shares of the Fund
as that term is defined under the 1940 Act. The term majority of the outstanding shares means the vote of (i) 67% or more
of the Existing Funds shares present at a meeting, if more than 50% of the outstanding shares of the Existing Fund are present
or represented by proxy; or (ii) more than 50% of the Existing Funds outstanding shares, whichever is less.
If
you return your proxy and you have voted to
abstain, your proxy will be counted for purposes of quorum , but will be counted as a vote
against the Reorganization. If your vote is held through a broker and you do not instruct the broker how to vote your shares,
then your shares will not be counted as present at the meeting for quorum, voting or any other purpose. The Fund does not expect to
receive broker non-votes because there are no proposals for which the brokers will have authority to vote and, if it
does, the affected shares will not be considered as present at the meeting for quorum or any other purpose. Under the rules of
the New York , Stock Exchange (NYSE), if a broker has not received instructions from beneficial owners or
persons entitled to vote and the proposal to be voted upon may affect substantially a shareholders rights or
privileges, the broker may not vote the shares as to that proposal even if it has discretionary voting power and the shares will
not be present at the meeting for quorum, voting or any other purpose. The NYSE considers the Reorganization to be a non-routine
matter that affects substantially a shareholders rights or privileges.
How
to Vote. You may vote in one of four ways:
● | in person by attending the Special Meeting to be held on November 8 , 2023, at 1:00 p.m. at the offices of the Fund, located at 90 Park Avenue, New York, NY 10016, or at such later time made necessary by adjournment or postponement; |
● | by completing and signing the enclosed proxy ballot and mailing it to us in the prepaid return envelope (if mailed in the United States); |
● | by Internet at the website address listed on your proxy ballot; or |
● | by calling the toll-free number printed on your proxy ballot. |
PLEASE
NOTE, TO VOTE VIA THE INTERNET OR TELEPHONE, YOU WILL NEED THE CONTROL NUMBER THAT APPEARS ON YOUR PROXY BALLOT.
Proxies.
If you properly authorize your proxy by internet or telephone, or by executing and returning the enclosed proxy card by mail, and your
proxy is not subsequently revoked, your vote will be cast at the Special Meeting and at any adjournment or postponement thereof. If you
give instructions, your vote will be cast in accordance with those instructions. If you return your signed proxy card without instructions,
your vote will be cast in favor of the Reorganization. A proxy with respect to shares held in the name of two or more persons is valid
and will be counted if executed by any one of them unless at or prior to its use the Existing Fund receives written notification to the
contrary from any one of such persons.
The
shares represented by each valid proxy received in time will be voted at the Special Meeting as specified. If no specification is made,
the shares represented by a duly executed proxy will be voted for approval of the Reorganization and at the discretion of the holders
of the proxy on any other matter that may come before the Special Meeting that the Existing Fund did not have notice of a reasonable
time prior to the mailing of this Proxy Statement/Prospectus. You may revoke your proxy at any time before it is exercised by (i) submitting
a duly executed proxy bearing a later date, (ii) submitting a written notice to the President of BOF revoking the proxy, or (iii)
attending and voting in person at the Meeting.
Quorum;
Adjournments; and Postponements. For the Reorganization, the presence at the Special Meeting of holders of a majority of the outstanding
shares the Existing Fund entitled to vote at the Special Meeting (in person or by proxy) constitutes a quorum.
If
the necessary quorum to transact business or the vote required to approve the Reorganization is not obtained at the Special Meeting,
or if a quorum is obtained but sufficient votes required to approve the Reorganization are not obtained, the persons named as
proxies on the enclosed proxy card may propose one or more adjournments or postponements of the Special Meeting to permit, in
accordance with applicable law, further solicitation of proxies with respect to the proposal. The Special Meeting may be held as
adjourned or postponed within a reasonable time after the date set for the original meeting without further notice and in accordance
with applicable law. The persons designated as proxies may use their discretionary authority to vote on questions of adjournment or
postponement and on any other proposals raised at the Special Meeting to the extent permitted by the proxy rules of the SEC,
including proposals for which timely notice was not received, as set forth in the SECs proxy rules.
Solicitation
of Proxies. Proxies are being solicited by mail. Additional solicitations may be made by telephone, e-mail, or other personal contact
by officers or employees of Barrett, the New Adviser, and their affiliates, or by proxy soliciting firms retained by the Existing Fund.
Broadridge, a proxy solicitor, has been retained to assist in the solicitation of proxy cards primarily by contacting shareholders by
telephone and facsimile. Broadridge, among other things, will be: (i) required to maintain the confidentiality of all shareholder information;
(ii) prohibited from selling or otherwise disclosing to any third-party shareholder information; and (iii) required to comply with applicable
state telemarketing laws. The cost of retaining Broadridge is expected to be approximately $8,000. Barrett or its successor will
pay the cost of retaining Broadridge.
As
the Special Meeting date approaches, shareholders of the Existing Fund may receive a call from a representative of Barrett or an affiliate
of Barrett (each, Solicitor) if the Existing Fund has not yet received their vote. Authorization to permit a Solicitor
to execute proxies may be obtained by telephonic or electronically transmitted instructions from shareholders. Proxies that are obtained
telephonically will be
recorded in accordance with the procedures set forth below. Management of the Existing Fund believes that these
procedures are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that
the voting instructions of the shareholder are accurately determined. In all cases where a telephonic proxy is solicited, a Solicitor
is required to get information from the shareholder to verify his identity and authority to vote the shares (if the person giving the
proxy is authorized to act on behalf of an entity, such as a corporation), and to confirm that the shareholder has received the Proxy
Statement/Prospectus and the supplement in the mail.
If
the shareholder information solicited agrees with the information provided to the Solicitor by the Existing Fund, the Solicitor has the
responsibility to explain the process, read the proposals listed on the proxy card, and ask for the shareholders instructions
on the proposal. The Solicitor, although permitted to answer questions about the process, is not permitted to recommend to the shareholder
how to vote, other than to read any recommendation set forth in the Proxy Statement/Prospectus. The Solicitor will record the shareholders
instructions on the card. Within 72 hours, the Solicitor will send the shareholder a letter to confirm the shareholders vote and
asking the shareholder to call a Solicitor immediately if the shareholders instructions are not correctly reflected in the confirmation.
Your
vote is important no matter how many shares you own. We urge you to act promptly in order to allow us to obtain a sufficient number
of votes and avoid the cost of additional solicitation.
OTHER
MATTERS
Information
concerning the operation and management of the Existing Fund can be found in the Existing Funds Prospectus. Additional information
about the Existing Fund is included in the Statement of Additional Information. Each of the Prospectus and the Statement of Additional
Information are available upon request and without charge by calling the Existing Fund at 1-877-363-6333.
For
a detailed discussion of the investment objectives, policies, risks and restrictions of the Existing Fund, see the Prospectus dated
December 29, 2022, which has been filed with the SEC and is incorporated by reference into this Proxy Statement/Prospectus. A
Statement of Additional Information for the Existing Fund dated December 29, 2022 has been filed with the SEC and is incorporated by
reference into this Proxy Statement/Prospectus. Copies of the prospectus and Statement of Additional Information for the Existing
Fund are available upon request and without charge by calling toll-free 1-877-363-6333.
Each
of Barrett Opportunity Fund, Inc. and SBHT are subject to the information requirements of the Securities Exchange Act of 1934 and the
1940 Act and in accordance therewith, and files reports and other information, including proxy materials and charter documents, with
the SEC. Reports, proxy statements, registration statements and other information filed by Barrett Opportunity Fund, Inc. and SBHT may
be inspected without charge and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, DC
20549 . Copies of such materials may also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information
Services, Securities and Exchange Commission, Washington, DC 20549 at prescribed rates, and are also available on the SECs website
at http://SEC.gov.
The
financial statements of the Existing Fund for the fiscal year ended August 31, 2022 have been audited by Cohen & Company Ltd. (Cohen),
its independent registered public accounting firm, and are contained in the Annual Report to shareholders. Barrett Opportunity Fund,
Inc will furnish, without charge, a copy of the Annual Report upon request. Requests should be made by calling toll-free 1-877-363-6333
or by visiting www.barrettasset.com/barrettopportunity. The Annual Report for the Existing Fund is also available on the SECs
website at www.sec.gov. The New Fund has not yet commenced operations and, therefore, has not produced a shareholder report.
The
Financial Highlights relating to the Existing Fund contained in the Annual Report for the fiscal year ended August 31, 2022 and the six-months
ended February 28, 2023 are attached as Appendix C.
The
Existing Fund is not required, and does not intend, to hold regular annual meetings of shareholders. Shareholders wishing to submit proposals
for consideration for inclusion in a proxy statement for the next meeting of shareholders (assuming the current proposal is approved)
should send their written proposals to the Secretary of SBHT, c/o Ultimus Funds Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati,
Ohio 45246, so that they are received within a reasonable time before any such meeting. The timely submission of a proposal does not
guarantee its submission.
LEGAL
MATTERS
Certain
legal matters concerning the federal income tax consequences of the Reorganization and the issuance of shares of the New Fund will be
passed on by Davis Graham & Stubbs LLP.
EXPERTS
The
financial statements and financial highlights of the Existing Fund are incorporated into this Proxy Statement by reference from the Existing
Funds Annual Report on form N-CSR for the fiscal year ended August 31, 2022 and have been audited by Cohen, an independent registered
public accounting firm, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting and auditing. As the New Fund will not be in operation
until after the Reorganization, there are currently no financials for the New Fund. Cohen will serve as the independent registered public
accounting firm for the New Fund.
Appendix
A
FORM
OF
AGREEMENT
AND PLAN OF REORGANIZATION AND TERMINATION
THIS
AGREEMENT AND PLAN OF REORGANIZATION (Reorganization Agreement) is made as of this day of , 2023 by Segall
Bryant & Hamill Trust, a Massachusetts business trust (Acquiring Trust), on behalf of the Barrett Opportunity
Fund (Acquiring Fund); Barrett Opportunity Fund, Inc., a Maryland Corporation (Selling Trust),
on behalf of the Barrett Opportunity Fund (Selling Fund) (the Acquiring Fund and Selling Fund may be referred to herein
individually as a Fund and collectively as the Funds); Segall Bryant & Hamill, LLC, a Delaware
limited liability company (Adviser), the proposed investment adviser to the Acquiring Fund (only for purposes of Sections
1.7, and 5.12 of this Reorganization Agreement) and Barrett Asset Management, LLC, a Delaware limited liability company, (only
for purposes of Sections 5.12, 9.1, and 9.2 of this Reorganization Agreement) ( Barrett ). The principal
place of business of the Adviser and Acquiring Trust is 540 W. Madison Street, Suite 1900, Chicago, IL 60661; the principal place of
business of the Selling Trust is 90 Park Avenue, 34th Floor, New York, New York 10016. Notwithstanding anything to the contrary
contained herein, the obligations, agreements, representations and warranties with respect to each Fund shall be the obligations, agreements,
representations and warranties of that Fund only, and in no event shall any other series of the Acquiring Trust or the Selling Trust
or the assets of any other series of the Acquiring Trust or the Selling Trust be held liable with respect to the breach or other default
by an obligated Fund of its obligations, agreements, representations and warranties as set forth herein.
This
Reorganization Agreement is intended to be and is adopted as a plan of reorganization within the meaning of Section 368(a)(1) of
the Internal Revenue Code of 1986, as amended (Code), and the Treasury Regulations promulgated thereunder.
The reorganization will consist of:
(a) | the transfer of all the assets of the Selling Fund to the Acquiring Fund, in exchange solely for shares of beneficial interest, no par value per share, of Retail Class shares of the Acquiring Fund (collectively, Acquiring Fund Shares) and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund; and |
(b) | the pro rata distribution of all the Retail Class shares of the Acquiring Fund to the shareholders of the Selling Fund (as calculated pursuant to this Reorganization Agreement), and the termination, dissolution and complete liquidation of the Selling Fund as provided herein, all upon the terms and conditions set forth in this Reorganization Agreement (Reorganization). |
WHEREAS,
the Acquiring Fund is a separate series of the Acquiring Trust, the Selling Fund is a separate series of the Selling Trust, the Acquiring
Trust and the Selling Trust are open-end management investment companies registered under the Investment Company Act of 1940, as amended
(1940 Act), and the Selling Fund owns securities that generally are assets of the character in which the Acquiring
Fund is permitted to invest;
WHEREAS,
the Acquiring Fund has been organized to continue the business and operations of the Selling Fund;
WHEREAS,
the Acquiring Fund is authorized to issue the Acquiring Fund Shares;
WHEREAS,
the Acquiring Fund currently has no assets and has carried on no business activities prior to the date first written above and will have
no assets and will have carried on no business activities prior to the consummation of the Reorganization, except as necessary to consummate
the Reorganization and to issue the Initial Shares (as defined in Section 1.10 of this Agreement) as part of the organization of the
Acquiring Fund;
WHEREAS,
the Board of Trustees of the Acquiring Trust, including a majority of the trustees who are not interested persons of the
Acquiring Trust as that term is defined in Section 2(a)(19) of the 1940 Act (the Independent Trustees), has determined
that the Reorganization is in the best interests of the Acquiring Fund; and
WHEREAS,
the Board of Directors of the Selling Trust, including a majority of its Independent Trustees, has determined that the Reorganization
is in the best interests of the Selling Fund and that the interests of the existing shareholders of the Selling Fund will not be diluted
as a result of the Reorganization.
NOW,
THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and
agree as follows:
ARTICLE
I
TRANSFER OF ASSETS OF THE SELLING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES AND THE ASSUMPTION OF THE SELLING FUNDS LIABILITIES,
AND TERMINATION AND LIQUIDATION OF THE SELLING FUND
1.1 THE
EXCHANGE. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein,
the Selling Fund agrees to transfer all its assets, as set forth in Section 1.2 of this Reorganization Agreement, to the Acquiring
Fund. In consideration for such transfer, the Acquiring Fund agrees (a) to deliver to the Selling Fund the number of full and fractional
Acquiring Fund Shares computed in the manner set forth in Section 2.3 of this Reorganization Agreement; and (b) to assume all the
liabilities of the Selling Fund, as set forth in Section 1.3 of this Reorganization Agreement. All Acquiring Fund Shares delivered
to the Selling Fund shall be delivered at net asset value (NAV) without a sales load, commission or other similar
fee being imposed. Such transactions shall take place at the closing provided for in Section 3.1 of this Reorganization Agreement
(Closing).
1.2 ASSETS
TO BE TRANSFERRED. The Selling Fund shall transfer all its assets to the Acquiring Fund, including, without limitation, all cash,
securities, commodities, interests in futures and dividends or interest receivables, owned by the Selling Fund and any deferred or prepaid
expenses shown as an asset on the books of the Selling Fund on the Closing Date (as defined in Section 3.1 of this Reorganization
Agreement).
1.3 LIABILITIES
TO BE ASSUMED. The Selling Fund will endeavor, consistent with its obligation to continue to pursue its investment objective and
employ its investment strategies in accordance with the terms of its Prospectus, to discharge all its known liabilities and obligations
to the extent possible before the Closing Date, other than those liabilities and obligations which otherwise would be discharged at a
later date in the ordinary course of business or any liabilities or obligations that are intended to be assumed and paid by another person
or entity (including Segall Bryant & Hamill, LLC). Notwithstanding
the
foregoing, the Acquiring Fund shall assume all liabilities of the Selling Fund, which assumed liabilities shall include all of the Selling
Funds liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise,
whether arising in the ordinary course of business, whether determinable at the Closing Date, and whether specifically referred to in
this Reorganization Agreement.
1.4 LIQUIDATION
AND DISTRIBUTION. As soon as reasonably practicable after the Closing:
(a) the
Selling Fund will distribute all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section 1.1 of this Reorganization
Agreement to its shareholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1
of this Reorganization Agreement) (Selling Fund Shareholders), in proportion to their corresponding class of Selling
Fund shares then held of record and in constructive exchange therefore. That distribution shall be accomplished by the Acquiring Trusts
transfer agents opening accounts on the Acquiring Funds shareholder records in the Selling Fund Shareholders names
and transferring those Acquiring Fund Shares thereto. Each Selling Fund Shareholders account shall be credited with the pro rata
number of full and fractional Acquiring Fund Shares of the applicable class having an aggregate NAV equal to the aggregate NAV of the
corresponding class of Selling Fund shares that the Selling Fund Shareholder holds at the Valuation Date. All issued and outstanding
shares of the Selling Fund will simultaneously be canceled on its books. The Acquiring Fund shall not issue certificates representing
Acquiring Fund Shares in connection with such transfer; and
(b) the
Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 of this Reorganization Agreement.
1.5 OWNERSHIP
OF SHARES. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agent. Shares
of the Acquiring Fund will be issued at the Closing to the Selling Fund, in an amount computed in the manner set forth in Section 2.3
of this Reorganization Agreement, to be distributed to the Selling Fund Shareholders.
1.6 STATE
FILINGS. Promptly following the Closing Date, the Selling Trust shall make any filings with the State of Maryland that may be required
under state law to cause, implement and complete the termination of the Selling Fund, and shall file final Returns with the State of
Maryland and elsewhere to the extent required under applicable law. As used in this Agreement, Return means reports,
returns, information returns, elections, agreements, declarations, or other documents of any nature or kind (including any attached schedules,
supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any claim for refund,
amended return or declaration of estimated Taxes (and including any amendments with respect thereto), and Tax or
Taxes means any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but
not limited to, withholding on amounts paid to or by any person), in the nature of a tax, together with any interest, penalty, addition
to tax or additional amount imposed by any governmental authority (domestic or foreign) responsible for the imposition of any such tax.
1.7 TRANSFER
TAXES. Any transfer Taxes payable upon the issuance of Acquiring Fund Shares in a name other than the registered holder of the
Selling Fund shares on the books of the Selling Fund as of that time shall, as a condition of such issuance and transfer, be paid by
the person to whom such Acquiring Fund Shares are to be issued and transferred.
1.8 TERMINATION.
The Selling Fund shall be dissolved, terminated and have its affairs wound up in accordance with Maryland state law, as soon as possible
following the Closing Date and the making of all distributions pursuant to Section 1.4 of this Reorganization Agreement (but no
later than six (6) months after the Closing Date). After the Closing Date, the Selling Fund shall not conduct any business except in
connection with its dissolution or as otherwise contemplated hereby.
1.9 BOOKS
AND RECORDS. All books and records of the Selling Fund, including all books and records required to be maintained under the 1940 Act
and the rules and regulations thereunder, shall be available to the Acquiring Fund from and after the Closing Date and copies thereof
shall be turned over to the Acquiring Fund as soon as practicable following the Closing Date. The Acquiring Fund shall maintain all books
and records relating to the Reorganization for the time periods required under applicable law.
1.10 INITIAL
SHARES. Prior to the Closing, the Acquiring Fund will issue one share of Retail Class shares of the Acquiring Fund (each, an Initial
Share and collectively, Initial Shares) to the Adviser (Sole Shareholder) in exchange
for Ten Dollars ($10.00) per share for the sole purpose of allowing the Sole Shareholder to approve certain organizational items on behalf
of the Acquiring Fund. The Initial Shares shall be redeemed and cancelled by the Acquiring Fund in exchange for Ten Dollars ($10.00)
per share immediately prior to the Closing.
ARTICLE
II
VALUATION
2.1 VALUATION
OF ASSETS AND LIABILITIES. The value of the Selling Funds net assets shall be the value of all of the Selling Funds
assets computed as of the close of regular trading on the New York Stock Exchange (NYSE) on the Closing Date (such
time and date being hereinafter called the Valuation Date) after the declaration and payment of any dividends and/or
other distributions on that date, less the amount of all of the Selling Funds liabilities as of the Valuation Date. The
value of the Selling Funds assets and liabilities shall be determined by using the valuation procedures set forth in the Selling
Trusts Pricing Policy and Procedures and the Selling Funds then-current prospectus and statement of additional information,
or such other valuation procedures as may be mutually agreed upon by the parties. The aggregate net asset value of each class of the
Acquiring Fund Shares shall be the aggregate net asset value of each class of the Selling Fund computed on the Valuation Date, using
the valuation procedures set forth above.
2.2 VALUATION
OF SHARES. The NAV per share for the Retail Class of the Acquiring Fund shall be equal to the NAV per share for the Sole
Class of the Selling Fund computed on the Valuation Date, using the valuation procedures set forth in Section 2.1 of this Reorganization
Agreement.
2.3 SHARES
TO BE ISSUED.
The
number of full and fractional Retail Class shares to be issued by the Acquiring Fund in exchange for the net assets of the Selling Fund
attributable to the Sole Class of the Selling Fund shall be equal to the number of full and fractional Sole Class shares of the Selling
Fund issued and outstanding on the Valuation Date, calculated to the third decimal place after the decimal point. Each Sole Class shareholder
of the Selling Fund will receive the number of full and fractional shares of Retail Class shares of the Acquiring Fund equal to the number
of full and fractional Sole Class shares of the Selling Fund held by that shareholder immediately prior to the Reorganization, calculated
to the third decimal place after the decimal point.
2.4 EFFECT
OF SUSPENSION IN TRADING. The Valuation Date and Closing Date (as defined in Section 3.1 of this Reorganization Agreement) shall
be postponed, if on the Valuation Date, either:
(a) the
NYSE or another primary exchange on which the portfolio securities of the Acquiring Fund or the Selling Fund are purchased or sold, shall
be closed to trading or trading on such exchange shall be restricted; or
(b) trading
or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of
the Acquiring Fund or the Selling Fund is impracticable as mutually agreed upon by the parties.
The
postponement shall continue until the first business day after the day when trading is fully resumed and reporting is restored.
2.5 DETERMINATION
OF VALUE. All computations of value shall be made by U.S. Bancorp Fund Services, LLC (USBFS), the Selling Funds
administrator, in accordance with its regular practice in pricing the shares and assets of the Selling Fund and confirmed by Ultimus
Fund Solutions, LLC (Ultimus), the Acquiring Funds accounting agent. In the case of differences in valuation, the
parties shall discuss in good faith to resolve on the Closing Date.
ARTICLE
III
CLOSING AND CLOSING DATE
3.1 CLOSING
DATE. The Closing shall occur prior to the open of business on November 20, 2023 or such other date as the parties may agree in
writing (Closing Date). Unless otherwise provided, all acts taking place at the Closing shall be deemed to
take place immediately after the close of regular trading on the NYSE on the Valuation Date. The Closing shall be held immediately
after the close of regular trading on the NYSE on the Closing Date at the offices of Segall Bryant & Hamill, LLC in Chicago, Illinois
or at such other time and/or place as the parties may agree.
3.2 CUSTODIANS
CERTIFICATE. The Selling Fund shall cause U.S. Bank, N.A., as custodian for the Selling Fund (Custodian), to deliver
to the Acquiring Fund at the Closing a certificate of an authorized officer stating that (a) the Selling Funds portfolio
securities, cash, and any other assets shall have been delivered in proper form to the Acquiring Fund on the Closing Date; and (b) all
necessary Taxes including all applicable U.S. federal and state stock transfer stamps, if any, shall have been paid, or provision for
payment shall have been made, in conjunction with the delivery of portfolio securities by the Selling Fund. The Selling Funds
portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian for the Selling Fund
to the custodian for the Acquiring Fund for examination no later than five (5) business days preceding the Closing Date and transferred
and delivered by the Selling Fund as of the Closing Date for the account of the Acquiring Fund, duly endorsed in proper form for the
transfer in such condition as to constitute good delivery thereof.
3.3 TRANSFER
AGENTS CERTIFICATE. The Selling Fund shall cause USBFS, as transfer agent for the Selling Fund (Selling Fund Transfer
Agent), to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records contain
the names and addresses of the Selling Fund Shareholders, and the number, class and percentage ownership of outstanding shares owned
by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver or cause Ultimus, its transfer
agent, to issue and deliver to the Secretary of the Selling Trust at the Closing (a) a certificate as to the opening of accounts in the
Selling Fund Shareholders names on the Acquiring Funds
share
transfer books; and (b) a confirmation evidencing the Acquiring Fund Shares to be credited at the Closing or provide evidence satisfactory
to the Selling Fund that such Acquiring Fund Shares have been credited to the Selling Funds account on the books of the Acquiring
Fund.
3.4 DELIVERY
OF ADDITIONAL ITEMS. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates,
receipts and other documents, if any, as such other party or its counsel may reasonably request to effect the transactions contemplated
by this Reorganization Agreement.
ARTICLE
IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS
OF THE SELLING FUND. The Selling Trust, on behalf of the Selling Fund, represents and warrants to the Acquiring Fund as follows:
(a) The
Selling Trust is a Maryland corporation duly organized, validly existing and in good standing under the laws of the State of Maryland.
(b) The
Selling Fund is a separate series of the Selling Trust duly established in accordance with the applicable provisions of the Selling Trusts
Articles of Incorporation, as amended.
(c) The
Selling Trust is registered as an open-end management investment company under the 1940 Act, and such registration has not been revoked
or rescinded and is in full force and effect.
(d) The
Selling Fund is not, and the execution, delivery, and performance of this Reorganization Agreement (subject to shareholder approval)
will not result, in (1) a conflict with or a material violation of any provision of the Selling Trusts Articles of Incorporation
or the Bylaws (collectively, the Selling Trust Governing Documents) or of any material agreement, indenture, instrument,
contract, lease, or other undertaking to which the Selling Fund is a party or by which it is bound .
(e) Except
for conversion fees, if any, that may be paid to the Selling Fund Transfer Agent (i.e., USBFS) and the Selling Funds Custodian
in connection with the Reorganization or as otherwise disclosed in writing to and accepted by the Acquiring Fund, the Selling Fund has
no material contracts or other commitments (other than this Reorganization Agreement) that will be terminated with liability to the Selling
Fund before the Closing Date, except for liabilities, if any, to be discharged as provided in Section 1.3 of this Reorganization Agreement.
(f) No
litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge
threatened against the Selling Fund or any of its properties or assets, which, if adversely determined, would materially and adversely
affect its financial condition, the conduct of its business, or the ability of the Selling Fund to carry out the transactions contemplated
by this Reorganization Agreement. The Selling Fund knows of no facts that might form a reasonable basis for the institution of
such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body
that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.
(g) Financial
Statements
(1) The
annual financial statements of the Selling Fund for the most recent ended fiscal year were prepared in accordance with generally
accepted accounting principles and were audited by an independent registered public accounting firm, and such statements (copies of
which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Selling Fund as of such period, and
there are no known contingent liabilities of the Selling Fund as of such date that are not disclosed in such statements.
(2) The
semi-annual financial statements of the Selling Fund for the most recent ended semi-annual fiscal period were prepared in accordance
with generally accepted accounting principles and such statements (copies of which have been furnished to the Acquiring Fund) fairly
reflect the financial condition of the Selling Fund as of such period, and there are no known contingent liabilities of the Selling Fund
as of such date that are not disclosed in such statements.
(h) Since
the date of the financial statements referred to in subsection (g) above, there have been no material adverse changes in the Selling
Funds financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and
there are no known contingent liabilities of the Selling Fund arising after such date, except as otherwise disclosed in writing to and
accepted by the Acquiring Fund. For the purposes of this subsection (i), distributions of net investment income and net realized
capital gains, changes in portfolio securities, a decline in the NAV of the Selling Fund, or net redemptions shall not constitute a material
adverse change.
(i) All
U.S. federal, state, local and other Returns and reports of the Selling Fund required by law to have been filed by it (taking into account
permitted extensions for filing) have been timely filed and are correct in all material respects. All U.S. federal, state, local
and other Taxes required to have been paid (whether shown on any such return or report) have been paid, or provision shall have been
made for the payment thereof and any such unpaid Taxes are properly reflected on the financial statements referred to in subsection (g) above.
To the best of the Selling Funds knowledge, no Tax authority is currently auditing or preparing to audit the Selling Fund, and
no assessment for Taxes, interest, additions to Tax, or penalty has been asserted or threatened against the Selling Fund for any Tax
period, and no waivers of the time to assess any Taxes are outstanding, nor are any requests for such waivers pending.
(j) All
issued and outstanding shares of the Selling Fund are validly issued, fully paid and non-assessable by the Selling Fund. All the
issued and outstanding shares of the Selling Fund will, at the time of the Closing, be held by the persons and in the amounts set forth
in the records of the Selling Fund Transfer Agent as provided in Section 3.3 of this Reorganization Agreement. The Selling
Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any shares of the Selling Fund and has no outstanding
securities convertible into shares of the Selling Fund.
(k) At
the time of the Closing, the Selling Fund will have good and marketable title to the Selling Funds assets to be transferred to
the Acquiring Fund pursuant to Section 1.2 of this Reorganization Agreement, and full right, power, and authority to sell, assign,
transfer, and deliver such assets, and, upon delivery and payment for such assets, the Acquiring Fund will acquire good and marketable
title thereto, subject to no other restrictions on the full transfer thereof, including such restrictions as might arise under the Securities
Act of 1933, as amended (1933 Act), except those restrictions as to which the Acquiring Fund has received notice and necessary
documentation at or prior to the Closing.
(l) Other
than approval by the Selling Fund Shareholders, the execution, delivery and performance of this Reorganization Agreement have been
duly authorized by all necessary action on the
part of the Selling Fund and the Selling Trusts Board of Directors.
Subject to approval by the Selling Fund Shareholders, this Reorganization Agreement constitutes a valid and binding obligation of
the Selling Fund, enforceable in accordance with its terms, subject as to enforcement, bankruptcy, insolvency, reorganization,
moratorium, and other laws relating to or affecting creditors rights and to general equity principles.
(m) The
information to be furnished by the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy
materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete
in all material respects and shall comply in all material respects with applicable U.S. federal securities and other laws and regulations.
(n) The
current prospectus and statement of additional information of the Selling Fund conform, in all material respects, to the applicable requirements
of the 1933 Act, and the 1940 Act and the rules and regulations thereunder and do not include, with respect to the Selling Trust
or the Selling Fund, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
(o) From
the effective date of the Registration Statement (as defined in Section 5.7 of this Reorganization Agreement), through the time
of the meeting of the Selling Fund Shareholders (Selling Fund Meeting) and on the Closing Date, any written information
furnished by the Selling Fund for use in the Proxy Materials or Registration Statement (as defined in Section 5.7 of this Reorganization
Agreement), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances
under which such statements were made, not materially misleading.
(p) For
each taxable year of its operations ending prior to the Closing Date (and in the case of the taxable year that includes, but does not
end on, the Closing Date, for that portion of such taxable year ending with the Closing), the Selling Fund (i) has had in effect
an election to qualify as, and has qualified, as a regulated investment company under Subchapter M of Chapter 1 of the
Code (RIC), (ii) has been (or is reasonably expected to be ) eligible to and has computed its U.S. federal income
Tax under Section 852 of the Code, (iii) has been (or is expected to be) treated as a separate corporation for U.S. federal
income Tax purposes pursuant to Section 851(g) of the Code, and (iii) has met (or is reasonably expected to meet) the requirements
of Subchapter M of Chapter 1 of the Code for qualification and treatment as a RIC. The Selling Fund has no earnings and profits accumulated
in any taxable year to which the provisions of Subchapter M of the Code (or the corresponding provision of prior law) did not apply to
it. The Selling Fund has not at any time since its inception been liable for, and is not now liable for, any material income or
excise Tax pursuant to Section 852 or 4982 of the Code that remains unpaid. The Selling Fund has not taken any action or caused any action
to be taken or caused any action to fail to be taken which action or failure could reasonably be expected to cause the Selling Fund to
fail to qualify as a RIC.
(q) No
governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as
amended (1934 Act), the 1940 Act or state law, as applicable, for the execution of this Reorganization Agreement by the
Selling Trust on behalf of the Selling Fund, except for the effectiveness of the Form N-14 Registration Statement (as defined in Section 5.7
of this Reorganization Agreement) and the Acquiring Trusts Post-Effective Amendment (as defined in Section 8.6 of this Reorganization
Agreement) and the filing of any documents that may be required under Maryland state law and except for such other consents, approvals,
authorizations and filings as have been made or received and such consents, approvals, authorizations and filings as may be required
subsequent to the Closing Date, it being understood, however, that this Reorganization Agreement and the transactions
contemplated
herein must be approved by the shareholders of the Selling Fund as described in Section 5.2 of this Reorganization Agreement.
(r) The
Selling Trusts Board of Directors satisfies the fund governance standards defined in Rule 0-1(a)(7) under the 1940 Act as
they currently apply to the Selling Trust.
4.2 REPRESENTATIONS
OF THE ACQUIRING FUND. The Acquiring Trust, on behalf of the Acquiring Fund, represents and warrants to the Selling Fund as follows:
(a) The
Acquiring Trust is a business trust, duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts.
(b) The
Acquiring Fund is a separate series of the Acquiring Trust duly authorized in accordance with the applicable provisions of the Acquiring
Trusts Amended and Restated Declaration of Trust.
(c) The
Acquiring Trust is registered as an open-end management investment company under the 1940 Act, and such registration has not been revoked
or rescinded and is in full force and effect.
(d) The
Acquiring Fund was formed solely for the purpose of effecting the Reorganization, has not commenced operations or engaged in any business
and will not do so until after the Closing and, except with respect to the consideration received in exchange for the issuance of the
Initial Shares, has not owned any assets and will not own any assets prior to the Closing. There shall be no issued and outstanding shares
of the Acquiring Fund prior to the Closing Date other than the Initial Shares issued to the Sole Shareholder in association with the
organization of the Acquiring Fund. The Acquiring Fund will redeem and cancel such Initial Shares immediately prior to the Closing in
exchange for an amount equal to the consideration received by the Acquiring Fund for such Initial Shares so that the Acquiring Fund will
own no assets at the time of the Closing.
(e) The
Acquiring Fund is not, and the execution, delivery and performance of this Reorganization Agreement will not result, in a violation of
the Acquiring Trusts Amended and Restated Declaration of Trust or Code of Regulations or of any material agreement, indenture,
instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound.
(f) No
litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge
threatened against the Acquiring Trust or the Acquiring Fund or any of its properties or assets, which, if adversely determined, would
materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Trust or the Acquiring
Fund to carry out the transactions contemplated by this Reorganization Agreement. Neither the Acquiring Trust nor the Acquiring Fund
knows of any facts that might form a reasonable basis for the institution of such proceedings and it is not a party to or subject to
the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business
or its ability to consummate the transaction contemplated herein.
(g) The
execution, delivery and performance of this Reorganization Agreement have been duly authorized by all necessary action on the part of
the Acquiring Fund and the Acquiring Trusts Board of Trustees, and this Reorganization Agreement constitutes a valid and binding
obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, bankruptcy, insolvency, reorganization,
moratorium, and other laws relating to or affecting creditors rights and to general equity principles.
(h) The
Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Shareholders pursuant to the
terms of this Reorganization Agreement will, at the Closing Date, have been duly authorized and will, after taking into account the redemption
and cancellation of the Initial Shares, constitute all the issued and outstanding shares of the Acquiring Fund as of the Closing Date.
When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund and will be fully paid and non-assessable.
The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund,
and has no outstanding securities convertible into shares of the Acquiring Fund.
(i) The
information to be furnished by the Acquiring Fund for use in no-action letters, applications for orders, registration statements, proxy
materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete
in all material respects and shall comply in all material respects with U.S. federal securities and other laws and regulations.
(j) The
prospectus and statement of additional information of the Acquiring Fund filed as part of the Acquiring Trusts Post-Effective
Amendment (as defined in Section 8.6 of this Reorganization Agreement), which will become effective prior to the Closing Date, conform,
and as of the effective date of the Post-Effective Amendment will conform, in all material respects, to the applicable requirements of
the 1933 Act and the 1940 Act and the rules and regulations thereunder and do not, and as of the effective date of the Post-Effective
Amendment will not, with respect to the Acquiring Trust or the Acquiring Fund, include any untrue statement of a material fact or omit
to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading.
(k) From
the effective date of the Form N-14 Registration Statement (as defined in Section 5.7 of this Reorganization Agreement), through
the time of the Selling Fund Meeting and on the Closing Date, any written information furnished by the Acquiring Trust with respect to
the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7 of this Reorganization Agreement), or any other materials
provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state
a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements
were made, not materially misleading.
(l) The
Acquiring Fund (i) will elect or maintain an election to be a RIC, will qualify for the Tax treatment afforded RICs under the Code
for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable
years, (ii) will be eligible to compute its U.S. federal income Tax under Section 852 of the Code for the taxable year that
includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income Tax purposes pursuant to
Section 851(g) of the Code for the taxable year that includes the Closing Date.
(m) No
governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or the laws of
the Commonwealth of Massachusetts for the execution of this Reorganization Agreement by the Acquiring Trust, for itself and on behalf
of the Acquiring Fund, or the performance of this Reorganization Agreement by the Acquiring Trust, for itself and on behalf of the Acquiring
Fund, except for the effectiveness of the Form N-14 Registration Statement (as defined in Section 5.7 of this Reorganization Agreement)
and the Post-Effective Amendment (as defined in Section 8.6 of this Reorganization Agreement) and the filing of any documents that
may be required under the laws of the Commonwealth of Massachusetts and except for such other consents, approvals, authorizations and
filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent
to the Closing Date.
(n) The
Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act,
and any state securities laws as it may deem appropriate to continue its operations after the Closing Date.
(o) The
Acquiring Trusts Board of Trustees satisfies the fund governance standards defined in Rule 0-1(a)(7) under the 1940 Act as they
currently apply to the Acquiring Trust.
4.3 REPRESENTATIONS
OF BOTH THE ACQUIRING FUND AND THE SELLING FUND. Each of the Acquiring Trust and the Selling Trust, on its respective Funds
behalf, represents and warrants to the other, on its respective Funds behalf, as follows:
(a) To
the knowledge of the Acquiring Trust or the Selling Trust, as applicable, no expenses incurred by the Selling Fund or on its behalf,
in connection with the Reorganization will be paid or assumed by the Acquiring Fund, the Adviser, or any other third party, unless those
expenses are solely and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54,
1973-1 C.B. 187) (Reorganization Expenses), and no cash or property other than the Acquiring Fund Shares will be transferred
to the Selling Fund or any of its shareholders with the intention that it be used to pay any expenses (even Reorganization Expenses)
thereof.
(b) To the knowledge of the Acquiring Trust, the Selling Fund Shareholders will be responsible for their own expenses
(such as fees of personal investment or tax advisers for advice regarding the Reorganization), if any, incurred in connection with the
Reorganization.
ARTICLE
V
COVENANTS OF ACQUIRING FUND AND SELLING FUND
5.1 OPERATION
IN ORDINARY COURSE. Subject to Section 1.2 of this Reorganization Agreement, the Selling Fund will operate its business in
the ordinary course of business between the date of this Reorganization Agreement and the Closing Date, it being understood that such
ordinary course of business will include customary dividends and distributions, any other distribution necessary or desirable to avoid
U.S. federal income or excise Taxes, and shareholder purchases and redemptions. The Acquiring Fund shall not conduct any business
prior to the Closing Date, other than such activity as is necessary to consummate the transactions contemplated by this Reorganization
Agreement. No party shall take any action that would, or reasonably would be expected to, result in any of its representations
and warranties set forth in this Reorganization Agreement being or becoming untrue in any material respect.
5.2 SHAREHOLDER
APPROVAL. The Selling Fund will call a special Selling Fund Meeting to consider and act upon this Reorganization Agreement (or
transactions contemplated thereby) and to take all other appropriate action necessary to obtain approval of the transactions contemplated
herein.
5.3 INVESTMENT
REPRESENTATION. The Selling Fund covenants that the Acquiring Fund Shares to be issued pursuant to this Reorganization Agreement
are not being acquired for the purpose of making any distribution, other than in connection with the Reorganization and in accordance
with the terms of this Reorganization Agreement.
5.4 ADDITIONAL
INFORMATION. The Selling Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests
concerning the beneficial ownership of the Selling Funds shares as permitted by shareholder account registrations.
5.5 FURTHER
ACTION. Subject to the provisions of this Reorganization Agreement, each Fund will take or cause to be taken, all action, and do
or cause to be done, all things reasonably necessary,
proper or advisable to consummate and make effective the transactions contemplated by this Reorganization Agreement, including any actions
required to be taken after the Closing Date. In particular, the Selling Fund covenants that it will, as and when reasonably requested
by the Acquiring Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments and will
take or cause to be taken such further action as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and
confirm the Acquiring Funds title to and possession of all the Selling Funds assets and otherwise to carry out the intent
and purpose of this Reorganization Agreement.
5.6 STATEMENT
OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within sixty (60) days after the Closing Date, the Selling
Trust shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund and which will be certified
by the Selling Trusts Treasurer, a statement of the earnings and profits of the Selling Fund for U.S. federal income Tax purposes,
as well as any net operating loss carryovers and capital loss carryovers, that will be carried over to the Acquiring Fund as a result
of Section 381 of the Code.
5.7 PREPARATION
OF REGISTRATION STATEMENT AND PROXY MATERIALS. The Acquiring Trust will prepare and file, or shall have prepared and filed, with the
Securities and Exchange Commission (Commission) a registration statement on Form N-14 relating to the Acquiring Fund
Shares to be issued to the Selling Fund Shareholders (Registration Statement). The Registration Statement shall include
a proxy statement of the Selling Fund and a prospectus of the Acquiring Fund relating to the transactions contemplated by this Reorganization
Agreement. The Registration Statement shall be in compliance, in all material respects, with the 1933 Act, the 1934 Act, and the
1940 Act, as applicable. Each party will provide the other party with the materials and information necessary to prepare the proxy
statement and related materials (Proxy Materials), for inclusion therein, in connection with the Selling Fund Meeting to
consider the approval of this Reorganization Agreement and the transactions contemplated herein.
5.8 REPORTING
RESPONSIBILITY. Any reporting responsibility of the Selling Fund, including, without limitation, the responsibility for filing
of Returns, regulatory reports or other documents with the Commission, any state securities commission, and any U.S. federal, state or
local Tax authorities or any other relevant authority, is and shall remain the responsibility of the Selling Fund.
5.9 TAX
STATUS OF REORGANIZATION. The parties intend that the Reorganization will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of
the Code. None of the Selling Trust, the Selling Fund, the Acquiring Trust or the Acquiring Fund shall (either before or after
the Closing Date) take any action or cause any action to be taken (including, without limitation the filing of any Return) that is inconsistent
with such treatment or that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F)
of the Code. At or prior to the Closing Date, the parties to this Reorganization Agreement will take such reasonable action, or
cause such action to be taken, as is reasonably necessary to enable Davis Graham & Stubbs LLP to render the tax opinion contemplated
in this Reorganization Agreement.
5.10 [Reserved]
5.11 STATEMENT
OF ASSETS AND LIABILITIES. The Selling Fund shall, as soon as is reasonably practicable after the Closing Date, deliver to the Acquiring
Fund a statement of the Selling Funds assets and liabilities, together with a list of the Selling Funds portfolio securities
showing the Tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the
Treasurer or Assistant Treasurer of the Selling Trust.
5.12 CONFIDENTIALITY.
(a) The
Acquiring Trust, the Acquiring Fund, the Selling Trust, the Selling Fund, the Adviser, and Barrett (Protected Persons)
will hold, and will cause their board members, officers, employees, representatives, agents and affiliates to hold, in strict confidence,
and not disclose to any other person, and not use in any way except in connection with the transactions herein contemplated, without
the prior written consent of the other Protected Persons, all non-public, confidential or proprietary information obtained from the other
Protected Persons in connection with the transactions contemplated by this Reorganization Agreement, except such information may be disclosed
(i) to governmental or regulatory bodies, and, where necessary, to any other person in connection with the obtaining of consents or waivers
as contemplated by this Reorganization Agreement; (ii) if required by court order or decree or applicable law; (iii) if it is publicly
available through no act or failure to act of such party; (iv) if it was already known to such party on a non-confidential basis on the
date of receipt; (v) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings
based upon or in connection with the subject matter of this Reorganization Agreement, including, without limitation, the failure of the
transactions contemplated hereby to be consummated; or (vi) if it is otherwise expressly provided for herein.
(b) In
the event of a termination of this Reorganization Agreement, the Protected Persons agree that they along with their board members, employees,
representatives, agents and affiliates shall, and shall cause their affiliates to, except with the prior written consent of the other
Protected Persons, keep secret and retain in strict confidence, and not use for the benefit of itself or themselves, nor disclose to
any other persons, any and all non-public, confidential or proprietary information relating to the other Protected Persons and their
related parties and affiliates, whether obtained through their due diligence investigation, this Reorganization Agreement or otherwise,
except such information may be disclosed (i) if required by court order or decree or applicable law; (ii) if it is publicly available
through no act or failure to act of such party; (iii) if it was already known to such party on a non-confidential basis on the date of
receipt; (iv) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings
based upon or in connection with the subject matter of this Reorganization Agreement, including, without limitation, the failure of the
transactions contemplated hereby to be consummated; or (v) if it is otherwise expressly provided for herein.
ARTICLE
VI
CONDITION PRECEDENT TO OBLIGATIONS OF THE SELLING FUND
The
obligations of the Selling Fund to consummate the transactions provided for herein shall be subject to the fulfillment or waiver of the
following conditions:
6.1 All
representations, covenants, and warranties of the Acquiring Trust and the Acquiring Fund contained in this Reorganization Agreement shall
be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made
on and as of the Closing Date. The Acquiring Fund shall have delivered to the Selling Fund a certificate executed in the Acquiring
Funds name by the Acquiring Trusts President and its Treasurer, in form and substance satisfactory to the Selling Fund
and dated as of the Closing Date, to such effect and as to such other matters as the Selling Fund shall reasonably request.
6.2 The
Acquiring Fund shall have performed and complied, in all material respects, with all terms, conditions, covenants, obligations, agreements
and restrictions required by this Reorganization Agreement to be performed or complied with by the Acquiring Fund prior to or at the
Closing.
6.3 The
Acquiring Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Selling Trust an Assumption of Liabilities
dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the Assumed Liabilities of the Selling Fund not
discharged prior to the Closing Date in accordance with Section 1.3 of this Reorganization Agreement.
6.4 The
Selling Fund shall have received on the Closing Date an opinion from Davis Graham & Stubbs LLP, dated as of the Closing Date, in
a form reasonably satisfactory to the Selling Fund substantially to the effect that:
(a) The
Acquiring Trust has been formed as a business trust and is existing under the laws of the Commonwealth of Massachusetts and, as far as
counsels knowledge, has the power as a business trust under its Amended and Restated Declaration of Trust to carry on
its business as an open-end investment company. The Acquiring Fund has been established as a separate series of the Trust under
the Amended and Restated Declaration of Trust.
(b) The
Acquiring Trust is registered as an investment company under the 1940 Act, and, to such counsels knowledge, such registration
under the 1940 Act is in full force and effect.
(c) Assuming
that the consideration of not less than NAV has been paid, the Acquiring Fund Shares to be issued and delivered to the Selling Fund on
behalf of the Selling Fund Shareholders, as provided by this Reorganization Agreement, are duly authorized and upon such delivery will
be legally issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Fund has any preemptive rights
with respect to Acquiring Fund Shares.
(d) Each
of the Registration Statement and Post-Effective Amendment is effective and to such counsels knowledge, no stop order under the
1933 Act pertaining thereto has been issued, and to the knowledge of such counsel, no consent, approval, authorization or order of any
court or governmental authority of the United States or the Commonwealth of Massachusetts is required for consummation by the Acquiring
Fund of the transactions contemplated herein, except as have been obtained.
(e) To
the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States
or the Commonwealth of Massachusetts is required for consummation by the Acquiring Fund of the transactions contemplated herein, except
as have been obtained.
(f) The
execution and delivery of this Reorganization Agreement did not, and the consummation of the transactions contemplated herein will not,
result in a violation of the Acquiring Trusts Amended and Restated Declaration of Trust or Code of Regulations.
(g) This
Reorganization Agreement has been duly authorized, executed and delivered by the Acquiring Trust on behalf of the Acquiring Fund and,
assuming due authorization, execution and delivery of this Reorganization Agreement by the Selling Trust, on behalf of the Selling Fund,
is a valid and binding obligation of the Acquiring Trust on behalf of the Acquiring Fund enforceable against the Acquiring Fund in accordance
with its terms, subject as to enforcement to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating
to or affecting creditors rights generally and to general equity principles.
In
rendering its opinion, Davis Graham & Stubbs LLP may rely on local state counsel. Such opinion shall be based on customary assumptions
and such representations as Davis Graham & Stubbs LLP and local
counsel
may reasonably request of the Funds, and the Selling Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such
representations.
ARTICLE
VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The
obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject to the fulfillment or waiver of
the following conditions:
7.1 All
representations, covenants, and warranties of the Selling Trust and the Selling Fund contained in this Reorganization Agreement shall
be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made
on and as of the Closing Date. The Selling Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed
in the Selling Funds name by the Selling Trusts President and Treasurer or Assistant Treasurer, in form and substance satisfactory
to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably
request.
7.2 The
Selling Fund shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements
and restrictions required by this Reorganization Agreement to be performed or complied with by the Selling Fund prior to or at the Closing.
7.3 The
Acquiring Fund shall have received on the Closing Date an opinion from Godfrey & Kahn, S.C., dated as of the Closing Date, in a form
reasonably satisfactory to the Acquiring Fund substantially to the effect that:
(a) The
Selling Trust has been formed as a corporation and is existing under the laws of the State of Maryland and, as far as counsels
knowledge, has the power as a corporation under its Articles of Incorporation, to carry on its business as an open-end investment
company. The Selling Fund has been established as a separate series of the Selling Trust under the Articles of Incorporation.
(b) The
Selling Trust is registered as an investment company under the 1940 Act, and, to such counsels knowledge, such registration under
the 1940 Act is in full force and effect.
(c)
To the knowledge of such counsel, no consent, approval, authorization or order of any court
or governmental authority of the United States or the State of Maryland is required for consummation by the Selling Fund of the transactions
contemplated herein, except as have been obtained.
(d) The
execution and delivery of this Reorganization Agreement did not, and the consummation of the transactions contemplated herein will not,
result in a violation of the Selling Trusts Articles of Incorporation, as amended (assuming approval of Selling Fund Shareholders
has been obtained) or its Bylaws.
(e) This
Reorganization Agreement has been duly authorized, executed and, so far as known to such counsel, delivered by the Selling Trust on behalf
of the Selling Fund and, assuming due authorization, execution and delivery of this Reorganization Agreement by the Acquiring Trust on
behalf of the Acquiring Fund, is a valid and binding obligation of the Selling Trust on behalf of the Selling Fund enforceable against
the Selling Trust on behalf of the Selling Fund in accordance with its terms, subject as
to
enforcement to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors
rights generally and to general equity principles.
In
rendering its opinion, Stradley Ronon Stevens & Young, LLP may rely on local state counsel. Such opinion shall be based on customary
assumptions and such representations as Stradley Ronon Stevens & Young, LLP and local counsel may reasonably request of the Funds,
and the Selling Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations.
7.4 The
Selling Fund will, within a five (5) business days prior to the Closing Date, as such term is defined in Section 3.1 of this Reorganization
Agreement, furnish the Acquiring Fund with a list of the Selling Funds portfolio securities and other investments.
ARTICLE
VIII
FURTHER CONDITIONS PRECEDENT
The
obligations of each Fund shall also be subject to the fulfillment of the following conditions (or waiver by the affected parties, except
for Section 8.1 and Section 8.7 of this Reorganization Agreement):
8.1 This
Reorganization Agreement and the transactions contemplated herein, with respect to the Selling Fund, shall have been approved by the
requisite vote of the holders of the outstanding shares of the Selling Fund in accordance with applicable law and the provisions of the
Selling Trust Governing Documents. Notwithstanding anything herein to the contrary, neither Fund may waive the conditions set forth
in this Section 8.1 of this Reorganization Agreement.
8.2 This
Reorganization Agreement and the transactions contemplated herein shall have been approved by the Board of Trustees of the Acquiring
Trust and the Board of Directors of the Selling Trust, each in accordance with Rule 17a-8 under the 1940 Act, and each Fund shall
have delivered to the other a copy of the resolutions approving this Reorganization Agreement adopted by its Board, certified by its
Secretary or equivalent officer.
8.3 The
Acquiring Trust, on behalf of and with respect to the Acquiring Fund, shall have entered into or adopted any and all agreements necessary
for the Acquiring Funds operation as a series of an open-end investment company.
8.4 On
the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted
any proceeding seeking to enjoin the consummation of the transactions contemplated by this Reorganization Agreement under Section 25(c) of
the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental
agency in which it is sought to restrain or prohibit or obtain damages or other relief in connection with this Reorganization Agreement
or the transactions contemplated herein.
8.5 All
required consents of other parties and all other consents, orders, and permits of U.S. federal, state and local regulatory authorities
(including those of the Commission and of state securities authorities, including any necessary no-action positions and
exemptive orders from such U.S. federal and state authorities) to permit consummation of the transactions contemplated herein shall have
been obtained.
8.6 The
post-effective amendment to the Acquiring Trusts registration statement on Form N-1A relating to the Acquiring Fund Shares
under the 1933 Act and the 1940 Act, as applicable (Post-Effective Amendment), shall have become effective, and any additional
post-effective amendments to any such registration statement as are determined by the Trustees of the Acquiring Trust to be necessary
and
appropriate
shall have been filed with the Commission and shall have become effective; and no stop order suspending the effectiveness of such
registration statement shall have been issued. The Registration Statement shall have become effective under the 1933 Act, and
no stop orders suspending the effectiveness thereof shall have been issued. To the best knowledge of the parties to this
Reorganization Agreement, no investigation or proceeding for these purposes shall have been instituted or be pending, threatened or
contemplated under the 1933 Act.
8.7 The
Funds shall have received an opinion of Davis Graham & Stubbs LLP, addressed to the Acquiring Trust, the Selling Trust, and their
Boards of Trustees/Directors, respectively, substantially to the effect that with respect to the Reorganization for U.S. federal income
Tax purposes:
(a) The
transfer of all of the Selling Funds assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption
by the Acquiring Fund of all the liabilities of the Selling Fund followed by the pro rata distribution by the Selling Fund of all the
Acquiring Fund Shares to the Selling Fund Shareholders in complete liquidation of the Selling Fund will constitute a reorganization
within the meaning of Section 368(a)(1)(F) of the Code and the Acquiring Fund and the Selling Fund will each be a party to
a reorganization, within the meaning of Section 368(b) of the Code, with respect to the Reorganization.
(b) No
gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Selling Fund solely in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund.
(c) No
gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Funds assets to the Acquiring Fund solely
in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon
the distribution (whether actual or constructive) of the Acquiring Fund Shares to the Selling Fund Shareholders solely in exchange for
such shareholders shares of the Selling Fund in complete liquidation of the Selling Fund.
(d) No
gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring
Fund Shares in the Reorganization.
(e) The
aggregate basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same
as the aggregate basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund
Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were
held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization.
(f) The
basis of the Selling Funds assets transferred to the Acquiring Fund will be the same as the adjusted basis of such assets to the
Selling Fund immediately before the Reorganization. The holding period of the assets of the Selling Fund in the hands of the Acquiring
Fund will include the period during which those assets were held by the Selling Fund (except where the Acquiring Funds investment
activities have the effect of reducing or eliminating an assets holding period).
(g) The
taxable year of the Selling Fund will not end merely as a result of the Reorganization.
(h) Under
Treasury Regulations Section 1.381(b)-1(a)(2), the Acquiring Fund will be treated for purposes of section 381 of the Code just as the
corresponding Selling Fund would have been
treated
if there had been no Reorganization, and the Tax attributes of the Selling Fund enumerated in Section 381(c) of the Code will be
taken into account by the Acquiring Fund as if there had been no Reorganization, subject to the conditions and limitations specified
in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder.
No
opinion will be expressed as to (1) the effect of the Reorganization on the Selling Fund or the Acquiring Fund with respect to any
stock held in a passive foreign investment company as defined in Section 1297(a) of the Code, (2) the effect of the Reorganization
on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles
upon the transfer of such asset regardless of whether such transfer would otherwise be a non-recognition transaction, (3) the effect
of the Reorganization on the Selling Fund with respect to any transferred asset as to which unrealized gain or loss is required to be
recognized for federal income tax purposes under a mark-to-market system of accounting (including under Section 1256 of the Code); or
(4) any other U.S. federal Tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.
Such
opinion shall be based on customary assumptions and such representations as Tax counsel may reasonably request of the Funds, and the
Selling Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything
herein to the contrary, neither the Acquiring Fund nor the Selling Fund may waive the conditions set forth in this Section 8.7 of
this Reorganization Agreement.
ARTICLE
IX
EXPENSES
9.1 The
Funds will pay no Reorganization Expenses. Barrett or its successor will pay all Reorganization Expenses including, but not limited
to: (a) expenses associated with the preparation and filing of the Registration Statement and Post-Effective Amendment and amendments
thereto; (b) postage; (c) accounting fees; (e) legal fees incurred by each Fund, including fees to counsel of the Selling Trust and counsel
to the Independent Directors of the Selling Trust; (f) solicitation costs of the transaction; (g) expenses associated with special meetings,
if any, of the Boards of Trustees of the Acquiring Trust and Board of Directors of the Selling Trust in connection with the Reorganization;
and (h) other related administrative or operational costs (including, for example, brokerage commissions, transfer fees, transfer taxes,
exchange fees, and securities registration fees). For avoidance of doubt, if the Reorganization is not consummated, Barrett or its
successor will bear full responsibility for payment of the Reorganization Expenses.
9.2 At
the Closing, Barrett or its successor shall pay the estimated costs of the Reorganization to be paid by it pursuant to Section
9.1, and Barrett or its successor shall pay or cause one of its subsidiaries to pay, any remaining balance within thirty (30)
days after the Closing.
9.3 Each
party represents and warrants to the other that there is no person or entity entitled to receive any brokers fees or similar fees
or commission payments in connection with the transactions provided for herein.
9.4 Notwithstanding
the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment
by another party of such expenses would result in the disqualification of the Selling Fund or the Acquiring Fund, as the case may be,
as a RIC or the disqualification of the Reorganization as a tax-deferred reorganization under Section 368(a)(1)(F) of the Code.
ARTICLE
X
ENTIRE AGREEMENT; SURVIVAL OF COVENANTS
10.1 The
parties agree that no party has made to the other parties any representation, warranty and/or covenant not set forth herein, and that
this Reorganization Agreement constitutes the entire agreement between and among the parties.
10.2 Except
for the covenants set forth in Sections 1.4, 1.9, 5.5, 5.6, 5.11, 5.12, 9.1, 9.2 and 10.2 of this Reorganization Agreement, the
representations, warranties, and covenants contained in this Reorganization Agreement or in any document delivered pursuant to or in
connection with this Reorganization Agreement shall not survive the consummation of the transactions contemplated hereunder.
ARTICLE
XI
TERMINATION
11.1 This
Reorganization Agreement may be terminated by the mutual agreement of the Acquiring Trust and the Selling Trust and such termination
may be effected by the Presidents of the Acquiring Trust and the Selling Trust in writing without further action by their respective
Boards of Trustees/Directors. In addition, either the Acquiring Trust or the Selling Trust may at its option terminate this Reorganization
Agreement at or before the Closing Date due to:
(a) a
material breach by the other party of any representation, warranty, or agreement contained herein to be performed at or before the Closing
Date, if not cured within thirty (30) days of written notice thereof to the breaching party and prior to the Closing Date;
(b) a
condition precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot
be met; or
(c) a
determination by the Board of Trustees of the Acquiring Trust or the Board of Directors of the Selling Trust that the consummation of
the transactions contemplated herein is not in the best interests of the Acquiring Fund or Selling Fund, respectively.
11.2 In
the event of any such termination, in the absence of willful material default, there shall be no liability for damages on the part of
the Acquiring Trust, the Acquiring Fund, the Selling Trust, the Selling Fund, the Adviser, or their respective board members, members,
shareholders and officers, but Section 9.1 shall continue to apply. In the event of willful default, all remedies at law or in
equity of the party adversely affected shall survive.
ARTICLE
XII
AMENDMENTS
12.1 This
Reorganization Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the officers
of the Acquiring Trust and the Selling Trust as specifically authorized by their respective Boards of Trustees/Directors; provided, however,
that following the Selling Fund meeting called by the Selling Fund pursuant to Section 5.2 of this Reorganization Agreement, no
such amendment may have the effect of changing the provisions hereof to the detriment of such shareholders without their further approval.
ARTICLE
XIII
HEADINGS; COUNTERPARTS; GOVERNING LAW;
ASSIGNMENT; LIMITATION OF LIABILITY
13.1 The
article and section headings contained in this Reorganization Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Reorganization Agreement.
13.2 This
Reorganization Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
13.3 This
Reorganization Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without
regard to conflict of laws.
13.4 This
Reorganization Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but,
except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party
without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer
upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights
or remedies under or by reason of this Reorganization Agreement.
13.5 It
is expressly agreed that the obligations of each Fund hereunder shall not be binding upon any of the trustees, directors, shareholders,
nominees, officers, agents, or employees of the Acquiring Trust or the Selling Trust personally but shall bind only the property of the
respective Fund, as provided in the Amended and Restated Declaration of Trust of the Acquiring Trust and the Selling Trust Governing
Documents. Moreover, no series of the Selling Trust or Acquiring Trust other than the Selling Fund or Acquiring Fund, respectively,
shall be responsible for the obligations of the Acquiring Trust or Selling Trust hereunder, and all persons shall look only to the assets
of the applicable Fund to satisfy the obligations of such Trust and Fund hereunder. The execution and delivery of this Reorganization
Agreement have been authorized by the Board of Trustees of the Acquiring Trust on behalf of the Acquiring Fund and the Board of Directors
of the Selling Trust on behalf of the Selling Fund and signed by authorized officers of the Acquiring Trust and the Selling Trust, respectively,
acting as such. Neither the authorization by such Board of Trustees/Directors, as applicable, nor the execution and delivery by
such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally but
shall bind only the property of the respective Fund.
ARTICLE
XIV
NOTICES
14.1 Any
notice, report, statement or demand required or permitted by any provisions of this Reorganization Agreement shall be in writing and
shall be deemed duly given if delivered by hand (including by FedEx or similar express courier) or transmitted by facsimile or three
days after being mailed by prepaid registered or certified mail, return receipt requested, addressed to the Selling Trust or to the Acquiring
Trust at the applicable address set forth in the first paragraph of this Reorganization Agreement, or to any other address that the Selling
Trust or the Acquiring Trust shall have last designated by notice to the other party.
(signature
page follows)
IN
WITNESS WHEREOF, the parties have duly executed this Reorganization Agreement, all as of the date first written above.
SEGALL on
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By: | ||||
Name: | ||||
Title: | ||||
ACKNOWLEDGED: | ||||
By: | ||||
Name: | ||||
Title: | ||||
BARRETT OPPORTUNITY FUND, Inc., |
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By: | ||||
Name: | ||||
Title: | President |
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ACKNOWLEDGED: | ||||
By: | ||||
Name: | ||||
Title: | ||||
The undersigned is a party to this Reorganization Agreement for the purposes of Sections 1.7 and 5.12 only |
SEGALL BRYANT & HAMILL, LLC |
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By: | ||||
Name: | ||||
Title: | ||||
ACKNOWLEDGED: | ||||
By: | ||||
Name: |
Title: | ||||
The undersigned is a party to this Reorganization Agreement for the purposes of Sections 5.12, 9.1, and 9.2 only |
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Barrett Asset Management, LLC | ||||
By: | ||||
Name: | ||||
Title: | ||||
ACKNOWLEDGED: | ||||
By: | ||||
Name: | ||||
Title: |
Appendix
B
SHAREHOLDER
INFORMATION FOR THE EXISTING FUND
As
of the Record Date, to the knowledge of the Existing Fund, the following persons were known to own of record and/or beneficially 5% of
more of the voting securities of the Existing Fund:
Fund Name and Class |
Name and Address of Owner |
Percentage Ownership of Share Class |
Type of Ownership |
Barrett Opportunity Fund |
ROSALIND A KOCHMAN #2 35 PROSPECT PARK W APT 15B BROOKLYN NY 11215-7805 |
23.57% | BENEFICIAL |
Barrett Opportunity Fund |
CHARLES SCHWAB & CO REINVEST ACCOUNT 211 MAIN ST SAN FRANCISCO CA 94105-1901 |
21.53% | RECORD |
Barrett Opportunity Fund |
STEPHEN KOCHMAN C/O M & R KOCHMAN 35 PROSPECT PARK WEST BROOKLYN NY 11215-2393 |
7.30% | BENEFICIAL |
As
of September 18, 2023, the Directors and officers of the Fund as a group owned directly and beneficially approximately 31% of the Funds
outstanding shares.
Appendix
C
FINANCIAL
HIGHLIGHTS
The
financial highlights table is intended to help you understand the Existing Funds financial performance for the last five fiscal
years. Certain information reflects financial results for a single Existing Fund share. The total returns in the table represent the
rate that an investor would have earned (or lost) on an investment in the Existing Fund (assuming reinvestment of all dividends and distributions).
The
financial highlights presented for the fiscal year ended August 31, 2022 for the Existing Fund has been audited by Cohen & Company
Ltd. (Cohen), the Funds’ independent registered public accounting firm . Cohens report, along with the
Existing Funds financial statements, are included in the Existing Funds Annual Report to Shareholders (the Annual Report)
and are incorporated by reference herein. In addition, the unaudited financial highlights presented for the six months ended February
28, 2023 and are included in the Existing Funds Semi-Annual Report to Shareholders (the Semi-Annual Report) and are
incorporated by reference herein. Additional performance information for the Existing Fund is included in the Existing Funds Annual
Report to shareholders, which is available free of charge upon request. The following information should be read in conjunction with
the financial statements and notes thereto.
Financial
Highlights – BARRETT OPPORTUNITY FUND
Selected
data for a share outstanding throughout the year or period indicated.
Period Ended February 28, 2023 (Unaudited) |
Years Ended August 31, | |||||||||||||||||||||||
2022 | 2021 | 2020 | 2019 | 2018 | ||||||||||||||||||||
NET ASSET VALUE | ||||||||||||||||||||||||
Beginning of year | $ | 26.68 | $ | 29.92 | $ | 24.33 | $ | 25.77 | $ | 30.75 | $ | 29.62 | ||||||||||||
OPERATIONS | ||||||||||||||||||||||||
Net investment income | 0.15 | (1) | 0.15 | (1) | 0.21 | (1) | 0.29 | (1) | 0.29 | 0.38 | ||||||||||||||
Net realized and unrealized gains (losses) on securities | 0.07 | 0.18 | 6.91 | 0.85 | (1.62 | ) | 2.56 | |||||||||||||||||
Total from investment operations | 0.21 | 0.33 | 7.12 | 1.14 | (1.33 | ) | 2.94 | |||||||||||||||||
LESS DISTRIBUTIONS | ||||||||||||||||||||||||
Distributions from net investment income | (0.20 | ) | (0.20 | ) | (0.22 | ) | (0.33 | ) | (0.25 | ) | (0.36 | ) | ||||||||||||
Distributions from net realized gains on investments | (2.94 | ) | (3.37 | ) | (1.31 | ) | (2.25 | ) | (3.40 | ) | (1.45 | ) | ||||||||||||
Total distributions paid | (3.14 | ) | (3.57 | ) | (1.53 | ) | (2.58 | ) | (3.65 | ) | (1.81 | ) | ||||||||||||
NET ASSET VALUE | ||||||||||||||||||||||||
End of year | $ | 23.75 | $ | 26.68 | $ | 29.92 | $ | 24.33 | $ | 25.77 | $ | 30.75 | ||||||||||||
Total return | 0.88 | % (2) | 0.69 | % | 30.65 | % | 3.94 | % | (3.27 | )% | 10.15 | % | ||||||||||||
Supplemental data and ratios: | ||||||||||||||||||||||||
Net assets, end of year (millions) | $ | 45 | $ | 58 | $ | 64 | $ | 52 | $ | 58 | $ | 65 | ||||||||||||
Ratio of net expenses to average net assets | 1.25 | % (3) | 1.18 | % | 1.18 | % | 1.25 | % | 1.23 | % | 1.13 | % | ||||||||||||
Ratio of net investment income to average net assets | 0.86 | % (3) | 0.53 | % | 0.75 | % | 1.08 | % | 1.09 | % | 1.23 | % | ||||||||||||
Portfolio turnover rate | 2 | % (2) | 8 | % | 3 | % | 1 | % | 8 | % | 4 | % |
(1) | Net investment income per share has been calculated based on average shares outstanding during the period. |
(2) | Not annualized for the six months ended February 28, 2023. |
(3) | Annualized for the six months ended February 28, 2023. |
STATEMENT
OF ADDITIONAL INFORMATION
October
16, 2023
FOR
THE REORGANIZATION OF
Barrett
Opportunity Fund
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
(877)
363-6333
IN
EXCHANGE FOR SHARES OF
Barrett
Opportunity Fund
(a
series of Segall Bryant & Hamill Trust)
225
Pictoria Drive, Suite 450
Cincinnati,
Ohio 45246
(800)
392-2673
This
Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Prospectus/Proxy
Statement dated October 18 , 2023 relating specifically to the transfer of all of the assets of the Barrett Opportunity Fund (the
Existing Fund), in exchange for Retail Class shares of Barrett Opportunity Fund (the New Fund), a newly-created
series of Segall Bryant & Hamill Trust (SBHT), and the assumption by the New Fund of the Existing Funds
liabilities. The transfer is to occur pursuant to an Agreement and Plan of Reorganization. This Statement of Additional Information consists
of this cover page:
DOCUMENTS
INCORPORATED BY REFERENCE
The
Existing Funds Statement of Additional Information dated December 29, 2022, as supplemented, is incorporated herein by
reference to Post-Effective Amendment No. 61 to the Existing Funds Registration Statement on Form N-1A, filed with the
SEC on December 20, 2022 (File No. 811-02884). The financial statements of the Existing Fund are incorporated herein by reference
to the Existing Funds Annual Report for its fiscal year ended August 31, 2022, as filed with the SEC on November
4, 2022. The Statement of Additional Information for the New Fund, is incorporated by reference to Post-Effective Amendment No 144 to SBHTs Registration Statement on Form N-1A, filed with the SEC on October 18, 2023 (File No. 811-03373).
BARRETT ASSET MANAGEMENT LLC 90 PARK AVE, 34TH FLOOR NEW YORK, NY 10016 |
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SCAN TO VIEW MATERIALS & VOTE |
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To vote by Internet |
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1) Read the Proxy Statement and have the proxy card below at hand. |
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2) Go to website www.proxyvote.com or scan the QR Barcode above |
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3) Follow the instructions provided on the website. |
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To vote by Telephone
1) Read |
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2) Call 1-800-690-6903 3) Follow |
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To vote by Mail |
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1) Read the Proxy Statement. |
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2) Check the appropriate boxes on the proxy card below. 3) Sign and date the proxy card. |
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4) Return the proxy card in the envelope provided. |
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V25091-S74325 | KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
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The Board of Directors of the Fund has approved, and unanimously recommends that you vote FOR, the Proposals. | For | Against | Abstain | |||
1. | To approve an Agreement and Plan of Reorganization (“Reorganization Plan”) by and among Barrett Opportunity Fund, Inc.; Segall Bryant & Hamill Trust (“SBHT”), on behalf of its Barrett Opportunity Fund series (“New Fund”); Segall Bryant & Hamill, LLC (“New Adviser”); and Barrett Asset Management, LLC; and |
o | o | o | ||
2. | To transact other business that may properly come before the Shareholder Meeting and any adjournments thereof. |
o | o | o | ||
PLEASE SIGN, DATE AND PROMPTLY RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE. EVERY PROPERLY SIGNED PROXY CARD WILL BE VOTED IN THE MANNER SPECIFIED AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO VOTE FOR THE PROPOSALS. |
||||||
NOTE: Please sign this proxy exactly as shareholder name appears on this card. When shares are held by joint tenants, both should sign. When signing as attorney or executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. |
Signature [PLEASE SIGN WITHIN BOX] |
Date | Signature [Joint Owners] |
Date |
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The
Proxy Statement is available at www.proxyvote.com.
V25092-S74325
BARRETT OPPORTUNITY FUND, INC.
The undersigned hereby appoints John Youngman
Please sign and date the proxy card on the reverse side.
|
PART C
Item 15. | Indemnification. |
Amended and Restated Declaration
of Trust. Section 9.3 of the Registrant’s Amended and Restated Declaration of Trust dated November 19, 1987, as amended, incorporated
herein by reference to Exhibit (1)(a) to Post-Effective Amendment No. 45 (Registration No. 2-75677) and Exhibit (a)(4) to Post-Effective
Amendment No. 71 (Registration No. 2-75677), provides as follows:
9.3 Indemnification of Trustees, Representatives
and Employees. The Trust shall indemnify its Trustees, to the fullest extent permitted by law, against all liabilities and expenses (including
amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him in connection
with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with
which he may be threatened, while as a Trustee or thereafter, by reason of his being or having been such a Trustee, except with respect
to any matter as to which he shall have acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his duties;
provided that any such indemnification shall be preceded by a reasonable and fair determination that an indemnification shall be made,
where such reasonable and fair means of determination would include: (a) a final decision on the merits by a court or other body before
whom the proceeding was brought that the indemnitee was not liable by reason of disabling conduct, or (b) the reasonable determination,
based upon a review of the facts, that the indemnitee was not liable by reason of having acted in bad faith, willful misfeasance, gross
negligence or reckless disregard of his duties, by either (i) the vote of a majority of Trustees who are neither “interested persons”
as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor parties to the proceeding, or (ii) by the written
opinion of independent legal counsel; and further provided that as to any matter disposed of by a compromise payment by such person, pursuant
to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Trust
shall have received a written opinion from independent legal counsel approved by the Trustees to the effect that if either the matter
of willful misfeasance, gross negligence or reckless disregard of duty, or the matter of bad faith had been adjudicated, it would in the
opinion of such counsel have been adjudicated in favor of such person. The rights accruing to any person under these provisions shall
not exclude any other right to which he may be lawfully entitled, provided that no person may satisfy any right of indemnity or reimbursement
hereunder except out of the property of the Trust. The Trustees may make advance payments in connection with the indemnification under
this Section 9.3, provided that the indemnified person shall have given a written undertaking to reimburse the Trust in the event it is
subsequently determined that he is not entitled to such indemnification; and further provided that, as a condition to the advance either:
(x) the indemnitee shall provide a security for his or her undertaking; (y) the Trust shall be insured against losses arising by reason
of any lawful advances; or (z) either (i) a majority of Trustees who are neither “interested persons” as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended, nor parties to the proceeding or (ii) independent legal counsel in a written
opinion, shall determine, based on a review of readily available facts, that there is reason to believe that the indemnitee ultimately
will be found entitled to indemnification.
The Trustees shall indemnify representatives
and employees of the Trust to the same extent that Trustees are entitled to indemnification pursuant to this Section 9.3.
For the purpose of this Section 9.3, representatives
shall mean the officers of the Trust, as elected or appointed by the Trustees from time to time.
Section 9.6 of the Registrant’s
Amended and Restated Declaration of Trust dated November 19, 1987, incorporated herein by reference as Exhibit (1)(a) to Post-Effective
Amendment No. 45 (Registration No. 2-75677), also provides for the indemnification of shareholders of the Registrant. Section 9.6 states
as follows:
9.6 Indemnification of Shareholders. In
case any shareholder or former shareholder shall be held to be personally liable solely by reason of his being or having been shareholder
and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators
or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled
out of the assets belonging to the classes of Shares with the same alphabetical designation as that of the Shares owned by such shareholder
to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust shall, upon request by the
Shareholder, assume the defense of any claim made against any Shareholder for any act or obligations of the Trust and satisfy any judgment
thereon from such assets.
Distribution Agreement and
Master Services Agreement. Indemnification of Registrant’s trustees, officers and controlling persons against any and all claims,
demands, liabilities and expenses arising directly or indirectly out of (1) the Indemnifying Party’s failure to exercise the standard
of care set forth above unless such Losses were caused in part by the Indemnitees own willful misfeasance, bad faith, gross negligence
in the performance of its duties, or reckless disregard of its obligations and duties hereunder; (2) any violation of Applicable Law by
the Indemnifying Party or its affiliated persons or agents relating to this Agreement and the activities thereunder; and (3) any material
breach by the Indemnifying Party or its affiliated persons or agents of this Agreement. is provided for in Section 11.3 of the Distribution
Agreement dated May 3, 2019, is incorporated herein by reference to Exhibit (e)(2)(i) to Post-Effective Amendment No. 104 as filed with
the Commission on February 20, 2019 (Registration No. 2-75677) and Section 10.3 of the Master Services Agreement dated May 3, 2019 are
incorporated herein by reference to Exhibit (h)(2) to Post-Effective Amendment No. 104 as filed with the Commission on February 20, 2019
(Registration No. 2-75677).
“Indemnified Party” means (i) the Trust;
(ii) each current, former and future officer, trustee, beneficial interest holder, employee, agent, attorney, predecessor, successor,
representative or affiliate of the Trust, but not Segall Bryant & Hamill LLC or any of Segall Bryant & Hamill LLC’s current,
former and future officers, trustees, beneficial interest holders, employees, agents, attorneys, predecessors, successors or representatives;
(iii) any successor, assign, heir, estate or legal representative of any of the parties described in clauses (i) or (ii); and (iv) any
series or portfolio of the Trust.
“Claims” means any and all actions, suits,
claims, rights, causes of action, demands, damages, losses, liabilities, expenses, costs, attorneys’ fees or charges of whatever
kind or nature, whether contingent or fixed, whether known or unknown, whether suspected or unsuspected, which any person (i) now has
or claims to have, (ii) at any time had or claimed to have, or (iii) at any time hereafter may have or claim to have.
“Damages” means any and all costs, liabilities,
obligations, losses, claims, expenses, damages or judgments of any kind, including reasonable attorneys’ fees and the fees of accountants
and experts.
Other. Registrant has obtained
from a major insurance carrier a trustees’ and officers’ liability policy covering certain types of errors and omissions.
Registrant will not pay an insurance premium for insurance coverage which indemnifies for any act for which Registrant itself cannot indemnify.
Generally, trustees and officers of the Registrant are indemnified under contracts entered into with unaffiliated third parties in the
ordinary course of business against losses, claims, damages, liabilities and expenses arising
out
of negligence or willful misconduct, violation of applicable law, breach of material provisions of such contracts or of representations,
warranties or covenants made in such contracts.
Insofar as indemnification for
liability arising under the Securities Act of 1933, as amended (the “1933 Act”) may be permitted to trustees, officers and
controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling person in connection with the securities being registered, Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication
of such issue.
(1) | (a) | Amended and Restated Declaration of Trust of Registrant dated November 19, 1987 is incorporated herein by reference to Exhibit (1)(a) to Post-Effective Amendment No. 45 as filed with the Commission on September 27, 1996 (Registration No. 2-75677). |
(b) | Amendment dated July 16, 1990 to Amended and Restated Declaration of Trust of Registrant dated November 19, 1987 is incorporated herein by reference to Exhibit (1)(b) to Post-Effective Amendment No. 45 as filed with the Commission on September 27, 1996 (Registration No. 2-75677). | |
(c) | Amendment No. 2 dated November 12, 2003 to Amended and Restated Declaration of Trust dated November 19, 1987 of Registrant is incorporated herein by reference to Exhibit (1)(c) to the Form N-14 Registration Statement as filed with the Commission on September 21, 2004 (File No. 333-119169). | |
(d) | Amendment No. 3 dated February 19, 2010 to Amended and Restated Declaration of Trust dated November 19, 1987 of Registrant is incorporated herein by reference to Exhibit (a)(4) to Post-Effective Amendment No 71 as filed with the Commission on April 30, 2010 (Registration No. 2-75677). | |
(e) | Amendment No. 4 dated April 29, 2014 to Amended and Restated Declaration of Trust dated November 19, 1987 of Registrant is incorporated herein by reference to Exhibit (a)(5) to Post-Effective Amendment No. 83 as filed with the Commission on April 30, 2014 (Registration No. 2-75677). | |
(f) | Amendment No. 5 dated August 24, 2023, to the Distribution Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Distributors, LLC dated May 3, 2019, is incorporated herein by reference to Post-Effective Amendment No. 139 as filed with the Commission on September 22, 2023. | |
(g) | Form of Amendment No. 6 dated August 23, 2019 to Amended and Restated Declaration of Trust dated November 19, 1987 of Registrant is incorporated herein by reference to Exhibit (a)(7) to Post-Effective Amendment No. 117 as filed with the Commission on February 28, 2020 (Registration No. 2-75677). | |
(2) | (a) | Registrant’s Amended and Restated Code of Regulations dated October 24, 1995 is incorporated herein by reference to Exhibit 2(a) to Post-Effective Amendment No. 45 as filed with the Commission on September 27, 1996 (Registration No. 2-75677). |
(b) | Amendment No. 1 dated November 15, 2006 to Amended and Restated Code of Regulations dated October 24, 1995 is incorporated herein by reference to Exhibit (b)(2) to Post-Effective Amendment No. 61 as filed with the Commission on April 30, 2007 (Registration No. 2-75677). | |
(c) | Amendment No. 2 dated May 1, 2018 to Amended and Restated Code of Regulations dated October 24, 1995 is incorporated herein by reference to Exhibit (b)(3) to Post-Effective Amendment No. 101 as filed with the Commission on September 28, 2018 (Registration No. 2-75677). | |
(3) | Not applicable. | |
(4) | Form of Agreement and Plan of Reorganization among Registrant, on behalf of the Barrett Opportunity Fund, and Barrett Opportunity Fund, Inc., on behalf of Barrett Opportunity Fund is incorporated herein by reference to Appendix A hereto. | |
(5) | See Articles IV, V and VIII of the Amended and Restated Declaration of Trust which is incorporated herein by reference to Exhibit (1)(a) to Post-Effective Amendment No. 45 as filed with the Commission on September 27, 1996 (Registration No. 2-75677); Amendment to Amended and Restated Declaration of Trust which is incorporated herein by reference to Exhibit (1)(b) to Post-Effective Amendment No. 45 as filed with the Commission on September 27, 1996 (Registration No. 2-75677); and Article II, Article V and Sections 6.1 and 6.4 of Article VI of the Amended and Restated Code of Regulations which is incorporated herein by reference to Exhibit 2(a) to Post-Effective Amendment No. 45 as filed with the Commission on September 27, 1996 (Registration No. 2-75677). | |
(6) | (a) | Investment Advisory Agreement dated June 10, 2021 between Registrant and Segall Bryant and Hamill LLC relating to Registrant’s Segall Bryant & Hamill Colorado Tax Free Fund, Segall Bryant & Hamill Emerging Markets Fund, Segall Bryant & Hamill International Small Cap Fund, Segall Bryant & Hamill Municipal Opportunities Fund, Segall Bryant & Hamill Short Term Plus Fund, Segall Bryant & Hamill Small Cap Core Fund and Segall Bryant & Hamill Workplace Equality Fund is incorporated herein by reference to Post-Effective Amendment No. 123 as filed with the Commission on April 29, 2022 (Registration No. 2-75677). |
(b) | Amendment No. 1 dated June 29, 2021 to Investment Advisory Agreement between Registrant and Segall Bryant and Hamill LLC relating to Registrant’s Segall Bryant & Hamill Small Cap Value Fund is incorporated herein by reference to Post-Effective Amendment No. 123 as filed with the Commission on April 29, 2022 (Registration No. 2-75677). | |
(c) | Amendment No. 2 dated July 14, 2021 to Investment Advisory Agreement between Registrant and Segall Bryant and Hamill LLC relating to Registrant’s Segall Bryant & Hamill Plus Bond Fund, Segall Bryant & Hamill Quality High Yield Fund, Segall Bryant & Hamill Small Cap Growth Fund is incorporated herein by reference to Post-Effective Amendment No. 123 as filed with the Commission on April 29, 2022 (Registration No. 2-75677). | |
(d) | Amendment No. 3 dated July 29, 2021 to Investment Advisory Agreement between Registrant and Segall Bryant and Hamill LLC relating to Registrant’s Segall Bryant & Hamill Fundamental International Small Cap Fund is incorporated herein by reference to Post-Effective Amendment No. 123 as filed with the Commission on April 29, 2022 (Registration No. 2-75677). | |
(e) | Amendment No. 4 dated August 5, 2021 to Investment Advisory Agreement between Registrant and Segall Bryant and Hamill LLC relating to Registrant’s Segall Bryant & Hamill Global All Cap Fund is incorporated herein by reference to Post-Effective Amendment No. 123 as filed with the Commission on April 29, 2022 (Registration No. 2-75677). |
(f) | Amendment No. 5 dated August 19, 2021 to Investment Advisory Agreement between Registrant and Segall Bryant and Hamill LLC relating to Registrant’s Segall Bryant & Hamill All Cap Fund is incorporated herein by reference to Post-Effective Amendment No. 123 as filed with the Commission on April 29, 2022 (Registration No. 2-75677). | |
(g) | Form of Amendment No. 6 dated August 25, 2023, to Investment Advisory Agreement between Registrant and Segall Bryant and Hamill LLC relating to Registrant’s Segall Bryant & Hamill Select Equity ETF is incorporated herein by reference to Post-Effective Amendment No. 136 as filed with the Commission on August 25, 2023 (Registration No. 2-75677). | |
(h) | Amendment No. 7 dated October 18, 2023, to Investment Advisory Agreement between Registrant and Segall Bryant and Hamill LLC relating to Registrant’s Barrett Opportunity Fund and Barrett Growth Fund is incorporated by reference to Post-Effective Amendment No. 144, as filed with the Commission on October 18, 2023. | |
(7) | (a) | Form of Distribution Agreement dated May 3, 2019 between Registrant and Ultimus Fund Distributors LLC, is incorporated herein by reference to Exhibit (e)(1) to Post-Effective Amendment No. 106 as filed with the Commission on April 30, 2019 (Registration No. 2-75677). |
(b) | Amendment No. 1 dated October 30, 2019, to the Distribution Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Distributors, LLC dated May 3, 2019, is incorporated herein by reference to Exhibit (e)(2) to Post-Effective Amendment No. 117 as filed with the Commission on February 28, 2020 (Registration No. 2-75677). | |
(c) | Amendment No. 2 dated December 9, 2019, to the Distribution Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Distributors, LLC dated May 3, 2019, incorporated herein by reference to Exhibit (e)(3) to Post-Effective Amendment No. 117 as filed with the Commission on February 28, 2020 (Registration No. 2-75677). | |
(d) | Amendment No. 3 dated December 30, 2019, to the Distribution Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Distributors, LLC dated May 3, 2019, incorporated herein by reference to Exhibit (e)(4) to Post-Effective Amendment No. 117 as filed with the Commission on February 28, 2020 (Registration No. 2-75677). | |
(e) | Amendment No. 4 dated April 8, 2020, to the Distribution Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Distributors, LLC dated May 3, 2019, is incorporated herein by reference to Post-Effective Amendment No. 121 as filed with the Commission on April 28, 2021 (Registration No. 2-75677). | |
(f) | Amendment No. 5 dated September 25, 2020, to the Distribution Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Distributors, LLC dated May 3, 2019, is incorporated herein by reference to Post-Effective Amendment No. 121 as filed with the Commission on April 28, 2021 (Registration No. 2-75677). | |
(g) | Form of Broker/Dealer Selling Agreement is incorporated herein by reference to Exhibit (e)(3) to Post-Effective Amendment No. 67 as filed with the Commission on June 23, 2008 (Registration No. 2-75677). | |
(h) | Form of Shareholder Servicing Agreement is incorporated herein by reference to Exhibit (e)(4) to Post-Effective Amendment No. 67 as filed with the Commission on June 23, 2008 (Registration No. 2-75677). | |
(i) | Amendment No. 6 dated [], 2023, to the Distribution Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Distributors, LLC dated May 3, 2019 – to be filed by amendment. |
(8) | (a) | Westcore Trust Deferred Compensation Plan (as amended and restated effective February 13, 2008) is incorporated herein by reference to Exhibit (f) to Post-Effective Amendment No. 64 as filed with the Commission on April 2, 2008 (Registration No. 2-75677). |
(b) | Amendment dated December 31, 2010 to Deferred Compensation Plan is incorporated herein by reference to Exhibit (f)(1) to Post-Effective Amendment No. 72 as filed with the Commission on April 29, 2011 (Registration No. 2-75677). | |
(9) | (a) | Custody Agreement dated May 6, 2019, between Registrant and Brown Brothers Harriman & Co. is incorporated herein by reference to Post-Effective Amendment No. 121 as filed with the Commission on April 28, 2021 (Registration No. 2-75677). |
(b) | Amendment to Custody Agreement dated December 31, 2019, between Registrant and Brown Brothers Harriman & Co. regarding Segall Bryant & Hamill Small Cap Core is incorporated herein by reference to Post-Effective Amendment No. 123 filed with the Commission on April 29, 2022 (Registration No. 2-75677). | |
(c) | Amendment dated August 30, 2023 to Custody Agreement dated December 31, 2019, between Registrant and Brown Brothers Harriman, & Co. is incorporated herein by reference to Post-Effective Amendment No. 139 as filed with the Commission on September 22, 2023. | |
(10) | None | |
(11) | Opinion of Davis Graham and Stubbs LLP, counsel to Registrant, as to legality of shares of Barrett Opportunity Fund is filed herewith. | |
(12) | Form of Tax Opinion is incorporated herein by reference to Registrant’s Proxy Statement filed on Form N-14 on September 15, 2023, File No. 333-274549, Accession No. 0001580642-23-004982. | |
(13) | (a) | (i) Form of Fee Waiver Letter Agreement dated August 25, 2023, between Registrant and Segall Bryant & Hamill, LLC relating to the Segall Bryant & Hamill Select Equity ETF is incorporated herein by reference to Post-Effective Amendment No. 136 as filed with the Commission on August 25, 2023 (Registration No. 2-75677). |
(ii) Fee Waiver Letter Agreement dated October 18, 2023 between Registrant and Segall Bryant & Hamill, LLC relating to the Barrett Opportunity Fund and Barrett Growth Fund is incorporated by reference to Post-Effective Amendment No. 144, as filed with the Commission on October 18, 2023. | ||
(b) | (i) Fourth Amended and Restated Administration Agreement dated August 19, 2021 between Registrant and Segall Bryant & Hamill LLC relating to Registrant’s Segall Bryant & Hamill Small Cap Value Fund, Segall Bryant & Hamill Small Cap Growth Fund, Segall Bryant & Hamill Small Cap Core Fund, Segall Bryant & Hamill All Cap Fund, Segall Bryant & Hamill Emerging Markets Fund, Segall Bryant & Hamill International Small Cap Fund, Segall Bryant & Hamill Fundamental International Small Cap Fund, Segall Bryant & Hamill Global All Cap Fund, Segall Bryant & Hamill Workplace Equality Fund, Segall Bryant & Hamill Short Term Plus Fund, Segall Bryant & Hamill Plus Bond Fund, Segall Bryant & Hamill Quality High Yield Fund, Segall Bryant & Hamill Municipal Opportunities Fund, and Segall Bryant & Hamill Colorado Tax Free Fund is incorporated herein by reference to Post-Effective Amendment No. 130 filed with the Commission on March 28, 2023 (Registration No. 2-756677). |
(c) | (i) Form of Master Services Agreement dated May 3, 2019 between Registrant and Ultimus Fund Solutions, LLC is incorporated herein by reference to Exhibit (d)(3) to Post-Effective Amendment No. 106 as filed with the Commission on April 30, 2019 (Registration No. 2-75677). | |
(ii) Amendment No. 1 dated October 30, 2019, to the Master Services Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Solutions, LLC dated May 3, 2019, is incorporated herein by reference to Exhibit (h)(2)(ii) to Post-Effective Amendment No. 117 as filed with the Commission on February 28, 2020 (Registration No. 2-75677). | ||
(iii) Amendment No. 2 dated December 9, 2019, to the Master Services Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Solutions, LLC dated May 3, 2019, is incorporated herein by reference to Exhibit (h)(2)(iii) to Post-Effective Amendment No. 117 as filed with the Commission on February 28, 2020 (Registration No. 2-75677). | ||
(iv) Amendment No. 3 dated December 30, 2019, to the Master Services Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Solutions, LLC dated May 3, 2019, is incorporated herein by reference to Exhibit (h)(2)(iv) to Post-Effective Amendment No. 117 as filed with the Commission on February 28, 2020 (Registration No. 2-75677). | ||
(v) Amendment dated January 1, 2020, to the Master Services Agreement and Fund Accounting and Fund Administration Fee Letter between Segall Bryant & Hamill Trust and Ultimus Fund Solutions, LLC dated May 3, 2019 is incorporated herein by reference to Exhibit (h)(2)(v) to Post-Effective Amendment No. 117 as filed with the Commission on February 28, 2020 (Registration No. 2-75677). | ||
(vi) Amendment No. 4 dated April 8, 2020, to the Master Services Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Solutions, LLC dated May 3, 2019, is incorporated herein by reference to Post-Effective Amendment No. 121 as filed with the Commission on April 28, 2021 (Registration No. 2-75677). | ||
(vii) Amendment No. 5 dated September 17, 2020, to the Master Services Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Solutions, LLC dated May 3, 2019, is incorporated herein by reference to Post-Effective Amendment No. 121 as filed with the Commission on April 28, 2021 (Registration No. 2-75677). | ||
(viii) Amendment No. 6 dated September 22, 2020, to the Master Services Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Solutions, LLC dated May 3, 2019, is incorporated herein by reference to Post-Effective Amendment No. 121 as filed with the Commission on April 28, 2021 (Registration No. 2-75677). | ||
(ix) Amendment No. 7 dated September 25, 2020, to the Master Services Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Solutions, LLC dated May 3, 2019, is incorporated herein by reference to Post-Effective Amendment No. 121 as filed with the Commission on April 28, 2021 (Registration No. 2-75677). | ||
(x) Derivatives Risk Management Program Support Services Addendum dated August 1, 2022 to the Master Services Agreement between the Registrant and Ultimus Fund Solutions, LLC Dated May 3, 2019 relating to the Segall Bryant & Hamill Fundamental International Small Cap Fund and the Segall Bryant & Hamill Colorado Tax Free Fund is incorporated herein by reference to Post-Effective Amendment No. 130 filed with the Commission on March 28, 2023 (Registration No. 2-756677). | ||
(xi) Amendment No. 8 dated May 3, 2023, to the Master Services Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Solutions, LLC dated May 3, 2019 is incorporated herein by reference to Post-Effective Amendment No. 139 as filed with the Commission on September 22, 2023. |
(xii) Amendment No. 9 dated August 24, 2023, to the Master Services Agreement between Segall Bryant & Hamill Trust and Ultimus Fund Solutions, LLC dated May 3, 2019 is incorporated herein by reference to Post-Effective Amendment No. 139 as filed with the Commission on September 22, 2023. | ||
(d) | (i) Shareholder Services Plan dated May 13, 2020, between Registrant and Segall Bryant & Hamill, LLC is incorporated herein by reference to Post-Effective Amendment No. 121 as filed with the Commission on April 28, 2021 (Registration No. 2-75677). | |
(f) | Form of ETF Master Services Agreement between the Registrant and Ultimus Fund Solutions, LLC relating to the Registrant’s Segall Bryant & Hamill Select Equity ETF is incorporated herein by reference to Post-Effective Amendment No. 136 as filed with the Commission on August 25, 2023 (Registration No. 2-75677). | |
(14) | Consent of Cohen & Company, Ltd., Independent Registered Public Accounting Firm, with respect to the Registrant’s Barrett Opportunity Fund is filed herewith. | |
(15) | None. | |
(16) | Power of Attorney for Janice M. Teague, Thomas J. Abood, John A. DeTore, Rick A. Pederson, James A. Smith and Lloyd “Chip” Voneiff dated August 25, 2023 is incorporated herein by reference to Registrant’s Proxy Statement filed on Form N-14 on September 15, 2023, File No. 333-274549, Accession No. 0001580642-23-004982. |
|
(17) | None. | |
Item
17. Undertakings.
(1) The undersigned registrant agrees that prior to
any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any
person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus
will contain the information called for by the applicable registration form for by the applicable registration form for the reofferings
by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until
the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed
to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
(3) The undersigned registrant agrees to file in a post-effective
amendment to this registration statement a final tax opinion promptly subsequent to the closing of the transaction.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Denver, and State of Colorado, on October 19, 2023.
SEGALL BRYANT & HAMILL TRUST | |||
Registrant | |||
By: | /s/ Carolyn B. Goldhaber | ||
Carolyn B. Goldhaber | |||
President |
Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
Signature | Title | Date | |||
* | October 19, 2023 | ||||
Janice M. Teague | Chairman of the Board of Trustees | ||||
* | October 19, 2023 | ||||
Thomas J. Abood | Trustee | ||||
* | October 19, 2023 | ||||
Rick A. Pederson | Trustee | ||||
* | October 19, 2023 | ||||
John A. DeTore | Trustee | ||||
* | October 19, 2023 | ||||
James A. Smith | Trustee | ||||
* | October 19, 2023 | ||||
Lloyd “Chip” Voneiff | Trustee | ||||
By: /s/ Jasper R. Frontz | October 19, 2023 | ||||
Jasper R. Frontz | Treasurer (Principal Financial Officer and Chief Accounting Officer) | ||||
*In his capacity as an officer and as Attorney-in-fact. | Chief Compliance Officer | ||||
/s/ Carolyn B. Goldhaber | President | October 19, 2023 | |||
Carolyn B. Goldhaber |
Exhibit Index
ATTACHMENTS / EXHIBITS
ex11.htm
ex14.htm