(a)
|
|
Shareholder Letter
|
1
|
||
Portfolio Management Discussion and Analysis
|
10
|
||
Asset/Sector Allocation
|
14
|
||
Historical Performance
|
15
|
||
Schedule of Investments
|
16
|
||
Statement of Assets and Liabilities
|
19
|
||
Statement of Operations
|
20
|
||
Statements of Changes in Net Assets
|
21
|
||
Financial Highlights
|
22
|
||
Notes to Financial Statements
|
23
|
||
Report of Independent Registered Public Accounting Firm
|
32
|
||
Expense Example
|
33
|
||
Approval of Investment Advisory Agreement
|
35
|
||
Statement Regarding Liquidity Risk Management Program
|
38
|
||
Trustees and Executive Officers
|
39
|
||
Additional Information
|
42
|
||
Privacy Notice
|
44
|
PERFORMANCE as of November 30, 2023
|
Since
|
||||||
2 Years
|
3 Years
|
5 Years
|
10 Years
|
Incept. 1
|
||
1 Year
|
Annualized
|
Annualized
|
Annualized
|
Annualized
|
Annualized
|
|
ended
|
as of
|
as of
|
as of
|
as of
|
as of
|
|
11/30/23
|
11/30/23
|
11/30/23
|
11/30/23
|
11/30/23
|
11/30/23
|
|
GOODX
|
20.25%
|
7.99%
|
16.16%
|
12.35%
|
4.91%
|
6.89%
|
S&P 500 Index 2
|
13.84%
|
1.66%
|
9.76%
|
12.51%
|
11.82%
|
12.43%
|
FT Wilshire 5000
|
||||||
Full Cap Index
|
10.85%
|
-2.13%
|
5.91%
|
9.58%
|
8.87%
|
9.58%
|
CS Hedge Fund Index 3
|
5.20%
|
3.06%
|
6.06%
|
5.72%
|
3.92%
|
3.96%
|
1
|
The Fund commenced operations on April 8, 2011.
|
2
|
With dividends reinvested
|
3
|
Hedge Fund Index performance figures are supplied on a month end basis and are provided for illustrative purposes as a broad equity alternative asset class only. Accordingly, “since inception” hedge fund index
performance figures reflect a start date of 3/31/11 and an end date of 11/30/23. Source: Bloomberg Terminal
|
As of 12/31/2023
|
GoodHaven
|
S&P 500
|
|
Concentration
|
# of Positions
|
23
|
503
|
Growth Rate (2018 – 2023E)
|
5 YR EPS Growth Rate
|
16.9%
|
12.5%
|
Attractive Valuation
|
2023 P/E Ratio
|
16.4x
|
21.6x
|
Attractive Valuation
|
2024 P/E Ratio
|
14.5x
|
19.5x
|
1
|
“It’s the Magnificent Seven's Market. The Other Stocks are Just Living in It” – Hardika Singh, Wall Street Journal 12/17/23.
|
2
|
Please note some of the HRFI indexes we used to include in the table are no longer available without a material cost so they are no longer included.
|
3
|
Active share is measure of the percentage of stock holdings in a manager's portfolio (GOODX) that differs from the benchmark index (S&P 500).
|
4
|
https://apolloacademy.com/coverage-ratios-continue-to-decline-for-ig-and-hy/
|
5
|
New York Times, 12/18/2023
|
Contributors (11/30/2022 – 11/30/2023)
|
Detractors (11/30/2022 – 11/30/2023)
|
Builders FirstSource Inc.
|
Devon Energy
|
Alphabet Inc. – Class C
|
Jefferies Financial Group Inc.
|
Lennar Corp. – Class B
|
Ligado Networks LLC Debt
|
Berkshire Hathaway Inc. – Class B
|
RH
|
Meta Platforms Inc. – Class A
|
Occidental Petroleum Corp Warrants
|
6
|
GoodHaven Fund 2020 Semi-Annual Report Shareholder letter, July 1, 2020
|
7
|
Pension and Investments Magazine, 7/27/2020
|
8
|
Since the inception of its buyback program in August 2021, the company has repurchased approximately 41% of its shares outstanding via
https://s202.q4cdn.com/867695273/files/doc_events/2023/Dec/05/bldr-2023-investor-day-presentation-final_edgar.pdf As of September 30, 2023, shares outstanding were 123.4 million.
https://s202.q4cdn.com/867695273/files/doc_financials/2023/q3/BLDR-Q3-2023-Earnings-Presentation.pdf
|
9
|
https://www.youtube.com/watch?v=O4MtQGRIIuA&t=267s
|
10
|
“How the Housing Market Slowdown is Rippling Through the Economy...” Harriet Torry, Wall Street Journal 12/19/2023
|
11
|
GoodHaven Fund 2020 Annual Report
|
PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS
|
PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
|
Top 10 Holdings 1
|
%
|
Top Categories 2
|
%
|
||||||
Berkshire Hathaway
|
Cash & Equivalents
|
29.0
|
|||||||
Inc. – Class B
|
11.2
|
Diversified Holding Companies
|
11.2
|
||||||
Alphabet Inc. – Class C
|
7.0
|
Oil & Gas Exploration
|
|||||||
Builders FirstSource, Inc.
|
6.6
|
& Production
|
8.0
|
||||||
Bank of America Corp.
|
5.4
|
Interactive Media & Services
|
7.0
|
||||||
Devon Energy Corp.
|
4.4
|
Banks – Diversified
|
6.8
|
||||||
Jefferies Financial Group, Inc.
|
4.2
|
General Building Materials
|
6.6
|
||||||
EXOR NV
|
4.2
|
Capital Markets
|
6.5
|
||||||
Lennar Corp. – Class B
|
3.5
|
Investment Management
|
5.7
|
||||||
The Progressive Corp.
|
2.8
|
Industrial Conglomerate
|
4.2
|
||||||
KKR & Co., Inc.
|
2.8
|
Home Builder
|
3.5
|
||||||
Total
|
52.1
|
Total
|
88.5
|
1
|
Top ten holdings excludes cash, money market funds and Government and Agency Obligations.
|
2
|
Where applicable, includes money market funds and short-term Government and Agency Obligations.
|
PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
|
PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
|
ASSET/SECTOR ALLOCATION at November 30, 2023 (Unaudited)
|
Asset/Sector
|
% of Net Assets
|
|||
Short-Term Investments
|
27.4
|
%
|
||
Diversified Holding Companies
|
11.2
|
%
|
||
Oil & Gas Exploration & Production
|
8.0
|
%
|
||
Interactive Media & Services
|
7.0
|
%
|
||
Banks-Diversified
|
6.8
|
%
|
||
General Building Materials
|
6.6
|
%
|
||
Capital Markets
|
6.5
|
%
|
||
Investment Management
|
5.7
|
%
|
||
Industrial Conglomerate
|
4.2
|
%
|
||
Home Builder
|
3.5
|
%
|
||
Property/Casualty Insurance
|
2.8
|
%
|
||
Oil & Gas Equipment & Services
|
2.1
|
%
|
||
Specialty Retail
|
2.0
|
%
|
||
Cash and Equivalents 1
|
1.6
|
%
|
||
Real Estate
|
1.3
|
%
|
||
Oil & Gas Infrastructure
|
1.2
|
%
|
||
Machinery, Equipment, and Supplies Merchant Wholesalers
|
0.8
|
%
|
||
Mortgage Banking
|
0.5
|
%
|
||
Government Agency
|
0.5
|
%
|
||
Corporate Bonds
|
0.3
|
%
|
||
Insurance 2
|
0.0
|
%
|
||
Total
|
100.0
|
%
|
1
|
Represents cash and other assets in excess of liabilities.
|
2
|
Represents less than 0.05% of net assets.
|
HISTORICAL PERFORMANCE (Unaudited)
|
Annualized
|
Value of
|
|||||
One
|
Three
|
Five
|
Ten
|
Since Inception
|
$10,000
|
|
Year
|
Year
|
Year
|
Year
|
(4/8/2011)
|
(11/30/2023)
|
|
GoodHaven Fund
|
20.25%
|
16.16%
|
12.35%
|
4.91%
|
6.89%
|
$23,225
|
S&P 500 Index
|
13.84%
|
9.76%
|
12.51%
|
11.82%
|
12.43%
|
$44,010
|
SCHEDULE OF INVESTMENTS at November 30, 2023
|
COMMON STOCKS – 68.8%
|
Shares
|
Value
|
||||||
Banks-Diversified – 6.8%
|
||||||||
Bank of America Corp.
|
359,500
|
$
|
10,961,155
|
|||||
JPMorgan Chase & Co.
|
8,000
|
1,248,640
|
||||||
Peapack-Gladstone Financial Corp.
|
66,211
|
1,644,681
|
||||||
13,854,476
|
||||||||
Capital Markets – 6.5%
|
||||||||
Jefferies Financial Group, Inc.
|
242,512
|
8,594,625
|
||||||
The Goldman Sachs Group, Inc.
|
13,600
|
4,644,944
|
||||||
13,239,569
|
||||||||
Diversified Holding Companies – 11.2%
|
||||||||
Berkshire Hathaway, Inc. – Class B (a)
|
62,900
|
22,644,000
|
||||||
General Building Materials – 6.6%
|
||||||||
Builders FirstSource, Inc. (a)
|
99,400
|
13,330,534
|
||||||
Government Agency – 0.1%
|
||||||||
Federal National Mortgage Association (a)
|
200,000
|
148,400
|
||||||
Home Builder – 3.5%
|
||||||||
Lennar Corp. – Class B
|
62,036
|
7,118,011
|
||||||
Industrial Conglomerate – 4.2%
|
||||||||
EXOR NV
|
88,062
|
8,559,853
|
||||||
Insurance – 0.0% (b)
|
||||||||
Brookfield Reinsurance Ltd.
|
252
|
8,868
|
||||||
Interactive Media & Services – 7.0%
|
||||||||
Alphabet, Inc. – Class C (a)
|
106,200
|
14,222,304
|
||||||
Investment Management – 5.7%
|
||||||||
Brookfield Asset Management Ltd. – Class A
|
9,201
|
322,311
|
||||||
Brookfield Corp.
|
154,548
|
5,450,908
|
||||||
KKR & Co., Inc.
|
75,000
|
5,688,000
|
||||||
11,461,219
|
||||||||
Machinery, Equipment, and Supplies
|
||||||||
Merchant Wholesalers – 0.8%
|
||||||||
Global Industrial Co.
|
47,805
|
1,702,336
|
||||||
Mortgage Banking – 0.5%
|
||||||||
Guild Holdings Co. – Class A
|
85,011
|
1,015,882
|
SCHEDULE OF INVESTMENTS at November 30, 2023 (Continued)
|
COMMON STOCKS – 68.8% (Continued)
|
Shares
|
Value
|
||||||
Oil & Gas Equipment & Services – 2.1%
|
||||||||
TerraVest Industries, Inc.
|
158,300
|
$
|
4,317,538
|
|||||
Oil & Gas Exploration & Production – 6.5%
|
||||||||
Devon Energy Corp.
|
199,161
|
8,956,270
|
||||||
Vitesse Energy, Inc.
|
180,892
|
4,274,478
|
||||||
13,230,748
|
||||||||
Oil & Gas Infrastructure – 1.2%
|
||||||||
Hess Midstream LP – Class A
|
75,667
|
2,462,204
|
||||||
Property/Casualty Insurance – 2.8%
|
||||||||
The Progressive Corp.
|
35,000
|
5,741,050
|
||||||
Real Estate – 1.3%
|
||||||||
Camden Property Trust
|
29,500
|
2,662,670
|
||||||
Specialty Retail – 2.0%
|
||||||||
Academy Sports & Outdoors, Inc.
|
52,000
|
2,645,240
|
||||||
Arhaus, Inc. (a)
|
143,000
|
1,332,760
|
||||||
3,978,000
|
||||||||
TOTAL COMMON STOCKS
|
||||||||
(Cost $75,487,551)
|
139,697,662
|
|||||||
WARRANTS – 1.5%
|
Contracts
|
|||||||
Oil & Gas Exploration & Production – 1.5%
|
||||||||
Occidental Petroleum Corp.,
|
||||||||
Expires August 03, 2027, Exercise Price $22.00 (a)
|
79,522
|
2,962,195
|
||||||
TOTAL WARRANTS
|
||||||||
(Cost $3,159,989)
|
2,962,195
|
|||||||
PREFERRED STOCKS – 0.4%
|
||||||||
Government Agency – 0.4%
|
||||||||
Federal National Mortgage Association
|
||||||||
Series E, 5.10%, Perpetual
|
7,750
|
27,667
|
||||||
Series N, 5.50%, Perpetual
|
31,037
|
106,333
|
||||||
Series R, 7.63%, Perpetual
|
69,980
|
139,960
|
||||||
Series T, 8.25%, Perpetual
|
216,881
|
481,476
|
||||||
755,436
|
||||||||
TOTAL PREFERRED STOCKS
|
||||||||
(Cost $929,908)
|
755,436
|
SCHEDULE OF INVESTMENTS at November 30, 2023 (Continued)
|
CORPORATE BONDS – 0.3%
|
Par
|
Value
|
||||||
Telecommunications – 0.3%
|
||||||||
Ligado Networks LLC, 15.50%, 11/01/2023 (c)(d)
|
3,000,000
|
$
|
607,500
|
|||||
TOTAL CORPORATE BONDS
|
||||||||
(Cost $1,005,000)
|
607,500
|
|||||||
SHORT-TERM INVESTMENTS – 27.4%
|
||||||||
U.S. Treasury Bills – 27.4%
|
||||||||
5.32%, 12/7/2023 (e)
|
19,000,000
|
18,983,315
|
||||||
5.34%, 1/11/2024 (e)
|
12,000,000
|
11,927,960
|
||||||
5.38%, 2/8/2024 (e)
|
10,000,000
|
9,899,758
|
||||||
5.42%, 3/7/2024 (e)
|
11,000,000
|
10,845,655
|
||||||
5.33%, 3/14/2024 (e)
|
4,000,000
|
3,939,796
|
||||||
55,596,484
|
||||||||
TOTAL SHORT-TERM INVESTMENTS
|
||||||||
(Cost $55,593,912)
|
55,596,484
|
|||||||
TOTAL INVESTMENTS – 98.4%
|
||||||||
(Cost $136,176,360)
|
199,619,277
|
|||||||
Money Market Deposit Account – 1.7% (f)
|
3,557,913
|
|||||||
Liabilities in Excess of Other Assets – (0.1)%
|
(155,596
|
)
|
||||||
TOTAL NET ASSETS – 100.0%
|
$
|
203,021,594
|
(a)
|
Non-income producing security.
|
(b)
|
Represents less than 0.05% of net assets.
|
(c)
|
Issuer is currently in forbearance.
|
(d)
|
Security is exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may only be resold in transactions exempt from registration to qualified institutional
investors. As of November 30, 2023, the value of these securities total $607,500 or 0.3% of the Fund’s net assets.
|
(e)
|
The rate shown is the effective yield.
|
(f)
|
The U.S. Bank Money Market Deposit Account (the “MMDA”) is a short-term investment vehicle in which the Fund holds cash balances. The MMDA will bear interest at a variable rate that is determined based on
conditions and is subject to change daily. The rate shown as of November 30, 2023 was 5.20%.
|
STATEMENT OF ASSETS AND LIABILITIES at November 30, 2023
|
ASSETS
|
||||
Investments in securities, at value
|
||||
(Cost $136,176,360) (Note 2)
|
$
|
199,619,277
|
||
Cash equivalents
|
3,557,913
|
|||
Receivables:
|
||||
Dividends and interest
|
158,131
|
|||
Fund shares sold
|
113,081
|
|||
Total assets
|
203,448,402
|
|||
LIABILITIES
|
||||
Payables:
|
||||
Investment securities purchased
|
228,958
|
|||
Fund shares redeemed
|
18,692
|
|||
Management fees
|
146,584
|
|||
Support services fees
|
32,574
|
|||
Total liabilities
|
426,808
|
|||
NET ASSETS
|
$
|
203,021,594
|
||
COMPONENTS OF NET ASSETS
|
||||
Paid-in capital
|
$
|
136,684,328
|
||
Total distributable (accumulated) earnings (losses)
|
66,337,266
|
|||
Net assets
|
$
|
203,021,594
|
||
Net Asset Value (unlimited shares authorized):
|
||||
Net assets
|
$
|
203,021,594
|
||
Shares of beneficial interest issued and outstanding
|
5,015,721
|
|||
Net asset value, offering and redemption price per share
|
$
|
40.48
|
STATEMENT OF OPERATIONS For the Year Ended November 30, 2023
|
INVESTMENT INCOME
|
||||
Dividend income
|
||||
(net of $19,411 in foreign withholding taxes)
|
$
|
1,729,657
|
||
Interest
|
1,508,347
|
|||
Total investment income
|
3,238,004
|
|||
EXPENSES
|
||||
Management fees
|
1,239,490
|
|||
Support services fees
|
275,442
|
|||
Total expenses
|
1,514,932
|
|||
Net investment income (loss)
|
1,723,072
|
|||
REALIZED AND UNREALIZED GAIN (LOSS)
|
||||
ON INVESTMENTS & FOREIGN CURRENCY
|
||||
Net realized gain (loss) on transactions
|
||||
from investments & foreign currency
|
2,669,453
|
|||
Net change in unrealized appreciation/depreciation
|
||||
on investments & foreign currency
|
19,318,718
|
|||
Net realized and unrealized gain (loss)
|
21,988,171
|
|||
Net increase (decrease) in net assets
|
||||
resulting from operations
|
$
|
23,711,243
|
STATEMENTS OF CHANGES IN NET ASSETS
|
Year Ended
|
Year Ended
|
|||||||
November 30, 2023
|
November 30, 2022
|
|||||||
INCREASE (DECREASE) IN NET ASSETS FROM:
|
||||||||
OPERATIONS
|
||||||||
Net investment income (loss)
|
$
|
1,723,072
|
$
|
388,066
|
||||
Net realized gain (loss) on
|
||||||||
investments & foreign currency
|
2,669,453
|
2,785,389
|
||||||
Change in unrealized appreciation/
|
||||||||
depreciation on investments
|
||||||||
& foreign currency
|
19,318,718
|
(6,304,764
|
)
|
|||||
Net increase (decrease) in net
|
||||||||
assets resulting from operations
|
23,711,243
|
(3,131,309
|
)
|
|||||
DISTRIBUTIONS TO SHAREHOLDERS
|
||||||||
Net distributions to shareholders
|
(387,947
|
)
|
(148,223
|
)
|
||||
CAPITAL SHARE TRANSACTIONS
|
||||||||
Net increase (decrease) in net assets derived
|
||||||||
from net change in outstanding shares 1
|
72,681,696
|
3,311,282
|
||||||
Total increase (decrease) in net assets
|
96,004,992
|
31,750
|
||||||
NET ASSETS
|
||||||||
Beginning of year
|
107,016,602
|
106,984,852
|
||||||
End of year
|
$
|
203,021,594
|
$
|
107,016,602
|
1
|
Summary of capital share transactions is as follows:
|
Year Ended
|
Year Ended
|
||||||||||||||||
November 30, 2023
|
November 30, 2022
|
||||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
||||||||||||||
Shares sold
|
2,012,260
|
$
|
78,894,571
|
225,007
|
$
|
7,404,547
|
|||||||||||
Shares issued on
|
|||||||||||||||||
reinvestment
|
|||||||||||||||||
of distributions
|
10,125
|
328,138
|
3,463
|
124,655
|
|||||||||||||
Shares redeemed 2
|
(173,484
|
)
|
(6,541,013
|
)
|
(128,402
|
)
|
(4,217,920
|
)
|
|||||||||
Net increase
|
|||||||||||||||||
(decrease)
|
1,848,901
|
$
|
72,681,696
|
100,068
|
$
|
3,311,282
|
2
|
Net of redemption fees of $6,956 and $847, respectively.
|
FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each year
|
Year Ended November 30,
|
||||||||||||||||||||
2023
|
2022
|
2021
|
2020
|
2019
|
||||||||||||||||
Net asset value at
|
||||||||||||||||||||
beginning of year
|
$
|
33.79
|
$
|
34.89
|
$
|
26.08
|
$
|
24.48
|
$
|
23.43
|
||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
||||||||||||||||||||
Net investment
|
||||||||||||||||||||
income (loss) 1
|
0.46
|
0.12
|
0.05
|
0.10
|
0.42
|
|||||||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain (loss) on investments
|
6.35
|
(1.17
|
)
|
8.88
|
1.82
|
0.90
|
||||||||||||||
Total from
|
||||||||||||||||||||
investment operations
|
6.81
|
(1.05
|
)
|
8.93
|
1.92
|
1.32
|
||||||||||||||
LESS DISTRIBUTION:
|
||||||||||||||||||||
From net investment income
|
(0.12
|
)
|
(0.05
|
)
|
(0.12
|
)
|
(0.32
|
)
|
(0.27
|
)
|
||||||||||
Total distributions
|
(0.12
|
)
|
(0.05
|
)
|
(0.12
|
)
|
(0.32
|
)
|
(0.27
|
)
|
||||||||||
Paid-in capital from
|
||||||||||||||||||||
redemption fees
|
0.00
|
2
|
0.00
|
2
|
0.00
|
2
|
0.00
|
2
|
0.00
|
2
|
||||||||||
Net asset value
|
||||||||||||||||||||
at end of year
|
$
|
40.48
|
$
|
33.79
|
$
|
34.89
|
$
|
26.08
|
$
|
24.48
|
||||||||||
Total return
|
20.25
|
%
|
-3.02
|
%
|
34.39
|
%
|
7.93
|
%
|
5.83
|
%
|
||||||||||
SUPPLEMENTAL DATA/RATIOS:
|
||||||||||||||||||||
Net assets at end
|
||||||||||||||||||||
of year (millions)
|
$
|
203.0
|
$
|
107.0
|
$
|
107.0
|
$
|
84.0
|
$
|
94.3
|
||||||||||
Portfolio turnover rate
|
14
|
%
|
17
|
%
|
13
|
%
|
32
|
%
|
8
|
%
|
||||||||||
Ratio of expenses to
|
||||||||||||||||||||
average net assets
|
1.10
|
%
|
1.10
|
%
|
1.10
|
%
|
1.11
|
%
|
1.11
|
%
|
||||||||||
Ratio of net investment
|
||||||||||||||||||||
income (loss) to
|
||||||||||||||||||||
average net assets
|
1.25
|
%
|
0.37
|
%
|
0.15
|
%
|
0.44
|
%
|
1.81
|
%
|
1
|
Calculated using the average shares method.
|
2
|
Does not round to $0.01 or $(0.01), as applicable.
|
NOTES TO FINANCIAL STATEMENTS November 30, 2023
|
NOTE 1 – ORGANIZATION
|
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
|
A.
|
Security Valuation. All equity securities, which may include Real Estate Investment Trusts (“REITs”), Business Development Companies (“BDCs”) and Master Limited
Partnerships (“MLPs”), that are traded on U.S. national or foreign securities exchanges are valued at the last reported sale price on the exchange on which the security is principally traded or the exchange’s official closing price, if
applicable. If, on a particular day, an exchange-traded security does not trade, then the mean between the most recent quoted bid and asked prices will be used. All equity securities, which may include REITs, BDCs and MLPs, that are not
traded on a listed exchange are valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be
used.
|
|
Debt securities are valued by using the evaluated mean price supplied by an approved independent pricing service. The independent pricing service may use various valuation methodologies, including matrix
pricing and other analytical pricing models as well as market transactions and dealer quotations. These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings and
general market conditions.
|
||
Exchange traded options are valued at the composite price, using the National Best Bid and Offer quotes (“NBBO”). NBBO consists of the highest bid price and lowest ask price across any of the exchanges on which
an option is quoted, thus providing a view across the entire U.S. options marketplace. Composite option pricing calculates the mean of the highest bid price and lowest ask price across the exchanges where the option is traded. If a composite
price is not available, then the closing price will be used.
|
NOTES TO FINANCIAL STATEMENTS November 30, 2023 (Continued)
|
Any securities or other assets for which market quotations are not readily available are valued at their fair value as determined in good faith by the Adviser as “valuation designee” of the Board of Trustees
(the “Board”) pursuant to policies and procedures adopted pursuant to Rule 2a-5 under the 1940 Act. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a
review of various factors set forth in the pricing procedures adopted by the Board. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at
different values for the same security. The use of fair value pricing by a fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations.
|
||
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three
levels of inputs are:
|
Level 1 –
|
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
|
||
Level 2 –
|
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument
on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
|
||
Level 3 –
|
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in
valuing the asset or liability, and would be based on the best information available.
|
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet
established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the
determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
|
||
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the
|
NOTES TO FINANCIAL STATEMENTS November 30, 2023 (Continued)
|
fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
|
||
The following is a summary of the inputs used to value the Fund’s investments as of November 30, 2023. See the Schedule of Investments for the industry and security type breakouts.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||||
Common Stocks
|
$
|
139,697,662
|
$
|
—
|
$
|
—
|
$
|
139,697,662
|
||||||||||
Warrants
|
2,962,195
|
—
|
—
|
2,962,195
|
||||||||||||||
Preferred Stocks
|
727,769
|
27,667
|
—
|
755,436
|
||||||||||||||
Corporate Bonds
|
—
|
607,500
|
—
|
607,500
|
||||||||||||||
Short-Term
|
||||||||||||||||||
Investments
|
—
|
55,596,484
|
—
|
55,596,484
|
||||||||||||||
Total Investments
|
$
|
143,387,626
|
$
|
56,231,651
|
$
|
—
|
$
|
199,619,277
|
The Fund has adopted financial reporting rules and regulations that require enhanced disclosure regarding derivatives and hedging activity intending to improve financial reporting of derivative instruments by
enabling investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position.
|
||
The Fund may invest, at the time of purchase, up to 10% of the Fund’s net assets in options, which are a type of derivative and employ specialized trading techniques such as options trading to increase the
Fund’s exposure to certain selected securities. The Fund may employ these techniques as hedging tools as well as speculatively to enhance returns. Other than when used for hedging, these techniques may be riskier than many investment
strategies and may result in greater volatility for the Fund, particularly in periods of market declines. As a hedging tool, options may help cushion the impact of market declines, but may reduce the Fund’s participation in a market advance.
|
||
The Fund did not hold options contracts as of November 30, 2023.
|
NOTES TO FINANCIAL STATEMENTS November 30, 2023 (Continued)
|
Statement of Operations
|
||
The effect of derivative instruments on the Statement of Operations for the year ended November 30, 2023:
|
Change in
|
|||||||||||
Unrealized
|
|||||||||||
Location of
|
Realized
|
Appreciation/
|
|||||||||
Gain (Loss)
|
Gain (Loss)
|
Depreciation
|
|||||||||
on Derivatives
|
on Derivatives
|
on Derivatives
|
|||||||||
Derivative
|
Recognized
|
Recognized
|
Recognized
|
||||||||
Instruments
|
in Income
|
in Income
|
in Income
|
||||||||
Equity Contracts:
|
Realized and Unrealized
|
||||||||||
Put Options
|
Gain (Loss) on Investments
|
||||||||||
Purchased
|
& Foreign Currency
|
$
|
(4,573
|
)
|
$
|
—
|
|||||
Equity Contracts:
|
Realized and Unrealized
|
||||||||||
Call Options
|
Gain (Loss) on Investments
|
||||||||||
Purchased
|
& Foreign Currency
|
$
|
(18,086
|
)
|
$
|
30,645
|
B.
|
Foreign Currency. Foreign currency amounts, other than the cost of investments, are translated into U.S. dollar values based upon the spot exchange rate prior to the
close of regular trading. The cost of investments is translated at the rates of exchange prevailing on the dates the portfolio securities were acquired. The Fund includes foreign exchange gains and losses from dividends receivable and other
foreign currency denominated payables and receivables in realized and unrealized gain (loss) on investments and foreign currency. The Fund does not isolate that portion of realized gain (loss) or unrealized gain (loss) on investments
resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in the market price of securities for financial reporting purposes. Fluctuations in foreign exchange rates on investments are thus included
with net realized gain (loss) on investments and foreign currency and with net unrealized gain (loss) on investments and foreign currency.
|
|
C.
|
Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its
shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for federal income taxes or excise taxes has been made.
|
|
In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends in each calendar year at least 98.0% of its net investment income
(earned during the calendar year) and at least 98.2% of its net realized capital gains (earned during the twelve months ended November 30) plus undistributed amounts, if any, from prior years.
|
NOTES TO FINANCIAL STATEMENTS November 30, 2023 (Continued)
|
Net investment losses incurred after December 31, and within the taxable year may be deferred and are deemed to arise on the first business day of the Fund’s next taxable year. As of November 30, 2023, the Fund
did not have any capital loss carryovers. As of November 30, 2023, the capital loss carryover utilized in the current year was $1,468,182.
|
||
As of November 30, 2023, the Fund did not have any tax positions that did not meet the “more likely-than-not” threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine
all the tax returns filed for the last three years. The Fund identifies their major tax jurisdictions as U.S. Federal and the State of Delaware. As of November 30, 2023, the Fund was not aware of any tax positions for which it is reasonably
possible that the total amounts of unrecognized tax benefits will change materially.
|
||
D.
|
Reclassification of Capital Accounts. Accounting principles generally accepted in the United States of America require that certain components of net assets relating to
permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended November 30, 2023 the following adjustments were made:
|
Distributable (accumulated)
|
|
earnings (losses)
|
Paid-in Capital
|
$(4)
|
$4
|
E.
|
Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are
determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the
ex-dividend date. Dividends from REITs and MLPs generally are comprised of ordinary income, capital gains and may include return of capital. Interest income is recorded on an accrual basis. Other non-cash dividends are recognized as
investment income at the fair value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Trust’s understanding of the applicable country’s tax rules and rates.
|
|
F.
|
Distributions to Shareholders. Distributions to shareholders from net investment income and net realized gains for the Fund normally are declared and paid on an annual
basis. Distributions are recorded on the ex-dividend date.
|
|
G.
|
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the
|
NOTES TO FINANCIAL STATEMENTS November 30, 2023 (Continued)
|
financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
|
||
H.
|
Share Valuation. The net asset value (“NAV”) per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and
other assets, minus all liabilities by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the New York Stock Exchange is closed for trading. The offering
and redemption price per share for the Fund is equal to the Fund’s net asset value per share. Prior to November 1, 2023, the Fund charged a 2.00% redemption fee on shares held less than 60 days.
|
|
I.
|
Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses.
The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
|
|
J.
|
Illiquid Securities. Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board approved Liquidity Risk management Program (“LRMP”) that requires, among
other things, that the Fund limits its illiquid investments that are assets to no more than 15% of net assets. An illiquid investment is any security which may not reasonably be expected to be sold or disposed of in current market conditions
in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.
|
|
K.
|
Options Contracts. When the Fund purchases an option, an amount equal to the premium paid by the Fund is recorded as an investment and is subsequently adjusted to the
current value of the option purchased. If an option expires on the stipulated expiration date or if the Fund enters into a closing sale transaction, a gain or loss is realized. If a call option is exercised, the cost of the security acquired
is increased by the premium paid for the call. If a put option is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are decreased by the premium originally paid. Written and
purchased options are non-income producing securities.
|
|
When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received
from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction,
|
NOTES TO FINANCIAL STATEMENTS November 30, 2023 (Continued)
|
including brokerage commissions, is also treated as a realized gain, or, if the premium is less that the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the
premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by
the Fund. The Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.
|
||
The following table indicates the average volume when in use for the year ended November 30, 2023:
|
Options purchased
|
$151,858
|
L.
|
Recently Issued Accounting Pronouncements. In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value
Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new
disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently
evaluating the impact of these amendments on the financial statements.
|
NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS
|
NOTES TO FINANCIAL STATEMENTS November 30, 2023 (Continued)
|
NOTE 4 – PURCHASES AND SALES OF SECURITIES
|
Purchases
|
Sales or Maturity
|
at Cost
|
Proceeds
|
$38,104,777
|
$15,661,660
|
NOTE 5 – DISTRIBUTIONS TO SHAREHOLDERS
|
November 30, 2023
|
November 30, 2022
|
|
Ordinary income
|
$387,947
|
$148,223
|
Cost of investments
|
$
|
136,085,326
|
||
Gross tax unrealized appreciation
|
65,697,487
|
|||
Gross tax unrealized depreciation
|
(2,163,536
|
)
|
||
Net unrealized appreciation (depreciation)
|
63,533,951
|
|||
Undistributed ordinary income
|
1,722,901
|
|||
Undistributed long-term capital gain
|
1,213,205
|
|||
Total distributable earnings
|
2,936,106
|
|||
Other accumulated gain/(loss)
|
(132,791
|
)
|
||
Total accumulated gain/(loss)
|
$
|
66,337,266
|
NOTES TO FINANCIAL STATEMENTS November 30, 2023 (Continued)
|
NOTE 6 – OTHER MATTERS
|
NOTE 7 – SUBSEQUENT EVENTS
|
Net Investment Income
|
Net Realized Gain
|
$1,843,138 ($0.36700719 per share)
|
$1,213,233 ($0.24158 per share)
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
TAIT, WELLER & BAKER LLP
|
EXPENSE EXAMPLE For the Six Months Ended November 30, 2023 (Unaudited)
|
EXPENSE EXAMPLE For the Six Months Ended November 30, 2023 (Unaudited) (Continued)
|
Expenses Paid
|
|||
Beginning
|
Ending
|
During the Period
|
|
Account Value
|
Account Value
|
June 1, 2023 –
|
|
June 1, 2023
|
November 30, 2023
|
November 30, 2023 1,2
|
|
Actual
|
$1,000.00
|
$1,131.40
|
$5.88
|
Hypothetical
|
|||
(5% annual return
|
|||
before expenses)
|
$1,000.00
|
$1,019.55
|
$5.57
|
1
|
The calculations are based on expenses incurred during the most recent six-month period. The annualized six month expense ratio for the Fund during that period was 1.10%. The dollar amounts shown as expenses
paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/365 (to reflect the half-year period).
|
2
|
The calculations do not reflect any transaction costs. Prior to November 1, 2023, the Fund charged a 2.00% redemption fee on shares held less than 60 days.
|
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)
|
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)
|
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)
|
STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)
|
TRUSTEES AND EXECUTIVE OFFICERS
|
Term of
|
Number of
|
||||
Office
|
Portfolios
|
Other
|
|||
Position
|
and
|
in New Fund
|
Directorships
|
||
with
|
Length
|
Complex
|
Held During
|
||
Name, Address
|
the New
|
of Time
|
Principal Occupation
|
Overseen by
|
the Past
|
and Age
|
Trust
|
Served
|
During Past Five Years
|
Trustees
|
5 Years
|
Independent Trustees of the Trust
|
|||||
Richard A. Conn, Jr.
|
Trustee
|
Indefinite
|
Managing Partner,
|
1
|
None
|
c/o GoodHaven Capital
|
Term;
|
Innovate Partners LLC
|
|||
Management LLC
|
Since
|
(private investment
|
|||
374 Millburn Avenue,
|
January
|
company) (2009 to present)
|
|||
Suite 306
|
2016
|
||||
Millburn, NJ 07041
|
|||||
Born: 1957
|
|||||
Bruce A. Eatroff
|
Trustee
|
Indefinite
|
Founding Partner, Halyard
|
1
|
None
|
c/o GoodHaven Capital
|
Term;
|
Capital (private equity firm)
|
|||
Management LLC
|
Since
|
(2006 to present);
|
|||
374 Millburn Avenue,
|
January
|
Managing Director,
|
|||
Suite 306
|
2016
|
Investment Committee
|
|||
Millburn, NJ 07041
|
member, Star Mountain
|
||||
Born: 1963
|
Capital (2020 to present)
|
||||
Steven H. Tishman*
|
Trustee
|
Indefinite
|
Managing Director and
|
1
|
Director,
|
c/o GoodHaven Capital
|
Term;
|
Global Head of Mergers
|
Acushnet
|
||
Management LLC
|
Since
|
and Acquisitions Group,
|
Holdings
|
||
374 Millburn Avenue,
|
January
|
Houlihan Lokey (global
|
Corp.
|
||
Suite 306
|
2016
|
investment bank)
|
|||
Millburn, NJ 07041
|
(2012 to present)
|
||||
Born: 1957
|
TRUSTEES AND EXECUTIVE OFFICERS (Continued)
|
Term of
|
Number of
|
||||
Office
|
Portfolios
|
Other
|
|||
Position
|
and
|
in New Fund
|
Directorships
|
||
with
|
Length
|
Complex
|
Held During
|
||
Name, Address
|
the New
|
of Time
|
Principal Occupation
|
Overseen by
|
the Past
|
and Age
|
Trust
|
Served
|
During Past Five Years
|
Trustees
|
5 Years
|
Allison Nagelberg
|
Trustee
|
Indefinite
|
Northeast Director of
|
1
|
None
|
c/o GoodHaven Capital
|
Term;
|
Planned Giving, Jewish
|
|||
Management LLC
|
Since
|
National Fund USA
|
|||
374 Millburn Avenue,
|
July 2023
|
(charitable organization)
|
|||
Suite 306
|
(July 2022 to present);
|
||||
Millburn, NJ 07041
|
Director, Global
|
||||
Born: 1964
|
Connections, Jewish
|
||||
Federation of Greater
|
|||||
MetroWest NJ (charitable
|
|||||
organization) (May 2021 to
|
|||||
June 2022); General Counsel,
|
|||||
Monmouth Real Estate
|
|||||
Investment Corp. (public
|
|||||
REIT) (2000 to 2019);
|
|||||
General Counsel, UMH
|
|||||
Properties Inc. (public
|
|||||
REIT) (2000 to 2013),
|
|||||
General Counsel, Monmouth
|
|||||
Capital Corporation
|
|||||
(public REIT) (2000 to 2007)
|
|||||
Interested Trustees and Officers of the Trust
|
|||||
Larry Pitkowsky
|
Trustee,
|
Indefinite
|
Managing Partner and
|
1
|
None
|
c/o GoodHaven Capital
|
President
|
Term;
|
Portfolio Manager,
|
||
Management LLC
|
and
|
Since
|
GoodHaven Fund and
|
||
374 Millburn Avenue,
|
Chairman
|
January
|
GoodHaven Capital
|
||
Suite 306
|
2016
|
Management, LLC
|
|||
Millburn, NJ 07041
|
(Advisor) (Since
|
||||
Born: 1964
|
December 2, 2019);
|
||||
Co-Portfolio Manager of
|
|||||
GoodHaven Fund and
|
|||||
Co-Managing Partner of
|
|||||
GoodHaven Capital
|
|||||
Management (2010 to
|
|||||
December 1, 2019)
|
|||||
Lynn Iacona
|
Secretary
|
Indefinite
|
Director of Operations,
|
N/A
|
None
|
c/o GoodHaven Capital
|
and
|
Term;
|
GoodHaven Capital
|
||
Management LLC
|
Treasurer
|
Since
|
Management LLC
|
||
374 Millburn Avenue,
|
December
|
(Advisor)
|
|||
Suite 306
|
2019
|
||||
Millburn, NJ 07041
|
|||||
Born: 1972
|
TRUSTEES AND EXECUTIVE OFFICERS (Continued)
|
Term of
|
Number of
|
||||
Office
|
Portfolios
|
Other
|
|||
Position
|
and
|
in New Fund
|
Directorships
|
||
with
|
Length
|
Complex
|
Held During
|
||
Name, Address
|
the New
|
of Time
|
Principal Occupation
|
Overseen by
|
the Past
|
and Age
|
Trust
|
Served
|
During Past Five Years
|
Trustees
|
5 Years
|
Bernadette Murphy
|
Chief
|
Indefinite
|
Director, Vigilant
|
N/A
|
None
|
Vigilant
|
Compli-
|
Term;
|
Compliance, LLC from
|
||
Compliance, LLC
|
ance
|
Since
|
July 2018 to present;
|
||
374 Millburn Avenue,
|
Officer
|
December
|
Director of Compliance
|
||
Suite 306
|
2019
|
and Operations, B. Riley
|
|||
Millburn, NJ 07041
|
Dialectic Capital
|
||||
Born: 1964
|
Management, LLC from
|
||||
April 2017 to July 2018;
|
|||||
Chief Compliance Officer,
|
|||||
Dialectic Capital
|
|||||
Management, LP from
|
|||||
October 2015 to April 2017;
|
|||||
Vice President
|
|||||
Administration/
|
|||||
Compliance Manager from
|
|||||
2013 to 2015, Dialectic
|
|||||
Capital Management, LLC
|
*
|
Steven Tishman resigned as a Trustee effective October 18, 2023.
|
ADDITIONAL INFORMATION (Unaudited)
|
INFORMATION ABOUT PROXY VOTING
|
INFORMATION ABOUT THE PORTFOLIO HOLDINGS
|
HOUSEHOLDING
|
ADDITIONAL INFORMATION (Unaudited) (Continued)
|
INFORMATION ABOUT THE FUND’S TRUSTEES
|
FEDERAL TAX INFORMATION
|
PRIVACY NOTICE (Unaudited)
|
FACTS
|
WHAT DOES GOODHAVEN CAPITAL MANAGEMENT, LLC &
|
GOODHAVEN FUND DO WITH YOUR PERSONAL INFORMATION?
|
|
Why?
|
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing.
Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
|
What?
|
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
|
|
• Social Security number and Income
|
|
• Account Balances and Employment Information
|
|
• Assets and Investment Experience
|
|
When you are no longer our customer, we continue to share
your information as described in this notice.
|
How?
|
All financial companies need to share customer’s personal information to run their everyday business. In the section below, we list the reasons
financial companies can share their customer’s personal information; the reasons GoodHaven chooses to share; and whether you can limit this sharing.
|
Reasons we can share your
|
Does GoodHaven
|
Can you limit
|
personal information
|
share?
|
this sharing?
|
For our everyday business purposes—
|
||
such as to process your transactions, maintain
|
||
your account(s), respond to court orders and
|
Yes
|
No
|
legal investigations, or report to credit bureaus
|
||
For our marketing purposes—
|
||
to offer our products and services to you
|
Yes
|
No
|
For joint marketing with
|
||
other financial companies
|
No
|
We don’t share
|
For our affiliates’ everyday
|
||
business purposes—
|
||
information about your
|
Yes
|
Yes
|
transactions and experiences
|
||
For our affiliates’ everyday
|
||
business purposes—
|
||
information about your creditworthiness
|
Yes
|
Yes
|
For nonaffiliates to market to you
|
No
|
We don’t share
|
Questions?
|
Call (305) 677-7650 or email info@goodhavenllc.com
|
PRIVACY NOTICE (Unaudited) (Continued)
|
Who we are
|
|
Who is providing
|
GoodHaven Capital Management, LLC
|
this notice?
|
GoodHaven Fund (collectively “GoodHaven”)
|
What we do
|
|
How does
|
To protect your personal information from unauthorized
|
GoodHaven
|
access and use, we use security measures that comply
|
protect
|
with federal law. These measures include computer safeguards
|
my personal
|
and secured files and buildings.
|
information?
|
Our service providers must represent to us that they will protect any personal information through similar safeguards and security.
|
How does
|
We collect your personal information, for example, when you
|
GoodHaven
|
• open an account or give us your income
|
collect my
|
• give us contact information or seek advice about your
|
personal
|
investments
|
information?
|
• tell us about your investments or retirement portfolio
|
Why can’t I
|
Federal law gives you the right to limit only
|
limit all sharing?
|
• sharing for affiliates’ everyday business purposes—information about your creditworthiness
|
|
• affiliates from using your information to market to you
|
|
• sharing for nonaffiliates to market you
|
|
State laws and individual companies may give you additional rights to limit sharing.
|
Definitions
|
|
Affiliates
|
Companies related by common ownership or control. They can be financial and nonfinancial companies.
|
|
• Our affiliates include: a series of a registered investment company called the GoodHaven Fund (a no-load mutual fund).
|
Nonaffiliates
|
Companies not related by common ownership or control. They can be financial and nonfinancial companies.
|
|
• We do not share with nonaffiliates so they can market to you.
|
Joint marketing
|
A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
|
|
• We do not jointly market with nonaffiliated financial companies.
|
Other important information
|
|
(b)
|
Not applicable.
|
|
GoodHaven Fund
|
FYE 11/30/2023
|
FYE 11/30/2022
|
|
(a) Audit Fees
|
$19,000
|
$19,000
|
(b) Audit-Related Fees
|
N/A
|
N/A
|
(c) Tax Fees
|
$2,600
|
$2,600
|
(d) All Other Fees
|
N/A
|
N/A
|
FYE 11/30/2023
|
FYE 11/30/2022
|
|
Audit-Related Fees
|
0%
|
0%
|
Tax Fees
|
0%
|
0%
|
All Other Fees
|
0%
|
0%
|
Non-Audit Related Fees
|
FYE 11/30/2023
|
FYE 11/30/2022
|
Registrant
|
N/A
|
N/A
|
Registrant’s Investment Advisor
|
N/A
|
N/A
|
(a)
|
The Registrant’s Principal Executive Officer and Principal Financial and Accounting Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the
“Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded
that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the
Registrant and by the Registrant’s service provider.
|
(b)
|
There were no significant changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
1.
|
I have reviewed this report on Form N-CSR of GoodHaven Funds Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if
the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and
report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: January 30, 2024
|
/s/Larry Pitkowsky
Larry Pitkowsky President and Principal Executive Officer
|
1.
|
I have reviewed this report on Form N-CSR of GoodHaven Funds Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if
the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and
report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: January 30, 2024
|
/s/Lynn Iacona
Lynn Iacona Treasurer and Principal Financial Officer
|
/s/Larry Pitkowsky
Larry Pitkowsky
President and Principal Executive Officer
|
/s/Lynn Iacona
Lynn Iacona
Treasurer and Principal Financial Officer
|
Dated: January 30, 2024
|
Dated: January 30, 2024
|
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