File
Nos.: 333-62298, 811-10401
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a)
OF THE
SECURITIES EXCHANGE ACT OF 1934
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by the Registrant
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Check the
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[
] Preliminary Proxy Statement
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14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
TRUST FOR PROFESSIONAL
MANAGERS
(Name of
Registrant as Specified In Its Charter)
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(2)
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Aggregate
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(3)
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Per
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(4)
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maximum aggregate value of
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[logo]
SMEAD
VALUE FUND
SPECIAL
MEETING OF SHAREHOLDERS
PLEASE
CAST YOUR VOTE NOW!
Dear
Shareholder:
I am
writing to ask for your prompt vote regarding a proposal on behalf of the Smead
Value Fund, a series of Trust for Professional Managers (the
“Trust”). The proposal is to adopt a Rule 12b-1 Distribution
Plan with a Rule 12b-1 fee of 0.25% of the average daily net assets of the
Smead Value Fund (the “Fund”). PLEASE NOTE: The adoption
of a Rule 12b-1 Distribution Plan and related Rule 12b-1 fee will increase
the total operating expenses of the Smead Value Fund. Smead Capital
Management, Inc., the Fund’s investment adviser, has contractually agreed to
waive its management fees and to reimburse expenses at least through January 2,
2011, so that the Fund’s net operating expenses (excluding certain items) do not
exceed current net operating expenses of the Fund after contractual fee waivers
and expense reimbursements. Thus, while the proposed Rule 12b-1
Distribution Plan provides for a 12b-1 fee to be charged to the Fund, the Fund’s
net operating expenses will not increase from their current level at least until
January 2, 2011, subject to Board approval. There is no assurance
that this expense cap will remain in place beyond January 2, 2011.
This
proposal has been carefully reviewed by the Trust’s Board of Trustees, who
unanimously recommend that you vote FOR the proposal.
It
is very important that we receive your vote before September 28,
2009. Voting is quick and easy. Everything you need is
enclosed. To cast your vote, complete the proxy card(s) enclosed in
this package. BE SURE TO SIGN EACH CARD before mailing it in the
postage-paid envelope.
Sincerely,
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/s/ Lisa
Martin
Lisa
Martin
Chief
Operating Officer/
Chief
Financial Officer
Smead
Capital Management, Inc.
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Important
information to help you understand and vote on the proposal:
Please
read the full text of the enclosed proxy statement. Below is a brief
overview of the proposal to be voted upon. Your vote is
important.
What is this
document and why did you send it to me?
We are
sending this document to you for your use in deciding whether to adopt a
Rule 12b-1 Distribution Plan (the “Distribution Plan”) with a Rule 12b-1
fee of 0.25% for the Smead Value Fund (the “Fund”), a series of Trust for
Professional Managers (the “Trust”), at a special meeting of shareholders of the
Fund to be held on September 28, 2009 (the “Special Meeting”). This
document includes a Notice of Special Meeting of Shareholders, a Proxy Statement
and a form of Proxy.
How
will my approval of these proposals affect the expenses of the
Fund?
While the
Distribution Plan and related Rule 12b-1 fee of 0.25% will increase the
Fund’s total operating expenses, the Fund’s investment adviser, Smead Capital
Management, Inc. (the “Adviser”), has contractually agreed to waive its
management fees and to reimburse expenses at least through January 2, 2011, so
that the Fund’s net operating expenses (excluding certain items) do not exceed
current net operating expenses of the Fund after contractual fee waivers and
expense reimbursements. Thus, while the Distribution Plan provides
for a 12b-1 fee to be charged to the Fund, the Fund’s net operating expenses
will not increase from their current level at least until January 2, 2011,
subject to Board approval. There is no assurance that this expense
cap will remain in place beyond January 2, 2011.
Has
the Trust’s Board of Trustees approved the proposals?
Yes. At
a meeting of the Board of Trustees of the Trust held on July 28, 2009, the Board
of Trustees unanimously approved the Distribution Plan for the Fund and a
related Rule 12b-1 fee under the Investment Company Act of 1940, as amended
(the “1940 Act”). The Distribution Plan is a Distribution Plan that
allows the Fund to pay a portion of the costs incurred to distribute the Fund’s
shares and to provide services to the Fund’s shareholders. The
proposed Rule 12b-1 fee, which would be paid to the Fund’s distributor to
reimburse it for a portion of the costs it incurs in distributing the Fund’s
shares, will be paid at an annual rate of 0.25% of the average
daily net assets of the Fund. The Distribution Plan was proposed by
the Adviser, and approved by the Board of Trustees. The Board of
Trustees believes that there is a reasonable likelihood that the Distribution
Plan will benefit the Fund and its shareholders. The Fund needs
shareholder approval to implement the Distribution Plan. The Board of
Trustees recommends that you also vote to approve the proposal.
Who
is paying for this proxy mailing and for the other solicitation costs associated
with this shareholder meeting?
The
expenses in connection with preparing the proxy statement and its enclosures and
all solicitations will be paid by the Adviser.
Who
is eligible to vote?
Shareholders
of record of the Fund as of the close of business on July 31, 2009 (the “Record
Date”) are entitled to be present and to vote at the Special Meeting or any
adjournment thereof. Shareholders of record of the Fund at the close
of business on the Record Date will be entitled to cast one vote for each full
share and a fractional vote for each fractional share they hold on each proposal
presented at the Special Meeting.
What
vote is required?
Approval
of the Distribution Plan and related Rule 12b-1 fee of 0.25% requires the
vote of the “majority of the outstanding voting securities” of the Fund, as
defined in the 1940 Act.
How do I vote my
shares?
Although
you may attend the Special Meeting and vote in person, you may also vote your
shares by completing and signing the enclosed proxy card(s) and mailing it in
the enclosed postage-paid envelope.
Please
complete, sign and return the enclosed proxy card(s) in the enclosed
envelope. No postage is required if mailed in the United
States.
Q&A
1
SMEAD
VALUE FUND
(a
series of Trust for Professional Managers)
615
East Michigan Street
Milwaukee,
Wisconsin 53202
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS
A special
meeting of shareholders (the “Special Meeting”) of the Smead Value Fund (the
“Fund”), a series of Trust for Professional Managers (the “Trust”), will be held
at the offices of U.S. Bancorp Fund Services, LLC, 615 East Michigan Street,
Milwaukee, Wisconsin 53202, at 10:00 a.m. Central time on September 28,
2009.
The
purpose of the Special Meeting is to consider and act upon the following
proposals:
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1.
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to
approve a Rule 12b-1 Distribution Plan and related Rule 12b-1
fee of 0.25% for the Fund; and
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2.
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to
transact such other business as may properly come before the Special
Meeting or any adjournments
thereof.
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The Board
of Trustees has fixed the close of business on July 31, 2009 as the record date
for the determination of the shareholders entitled to notice of, and to vote at,
the Special Meeting and any adjournments thereof.
By order
of the Board of Trustees,
/s/ Rachel A
Spearo
Rachel A.
Spearo,
Secretary
August
20, 2009
Your
vote is important – please vote your shares promptly.
Shareholders
are invited to attend the Special Meeting in person. Any shareholder
who does not expect to attend the Special Meeting is urged to indicate voting
instructions on the enclosed proxy card, date and sign it and return it in the
envelope provided, which needs no postage if mailed in the United
States. In order to avoid unnecessary expense, we ask your
cooperation in responding promptly, no matter how large or small your holdings
may be.
SMEAD
VALUE FUND
(a series of Trust for Professional
Managers)
SPECIAL
MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 28, 2009
This
Proxy Statement is furnished in connection with a solicitation of proxies made
by, and on behalf of, the Board of Trustees (the “Board”) of Trust for
Professional Managers (the “Trust”) to be used at the special meeting of
shareholders (the “Special Meeting”) of the Smead Value Fund (the “Fund”) and at
any adjournments thereof, to be held on September 28, 2009 at 10:00 a.m.
Central time at the offices of U.S. Bancorp Fund Services, LLC, 615 East
Michigan Street, Milwaukee, Wisconsin 53202.
This
Proxy Statement and the enclosed proxy card are expected to be distributed to
shareholders of the Fund on or about August 24, 2009, or as soon as practicable
thereafter.
Shareholders
of record at the close of business on the record date, July 31, 2009 (the
“Record Date”), are entitled to notice of, and to vote at, the Special
Meeting. The Special Meeting is being held to vote on the following
proposal and to transact such other business as may properly come before the
Special Meeting or any adjournments thereof.
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PROPOSAL 1:
To Approve a Rule 12b-1 Distribution Plan and Related Rule
12b-1 fee of 0.25%.
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Background
On July
28, 2009, the Board considered the adoption, on behalf of the Fund, of a
Distribution Plan pursuant to Rule 12b-1 (the “Distribution Plan”) under
the Investment Company Act of 1940, as amended (the “1940
Act”). Rule 12b-1 under the 1940 Act regulates the circumstances
under which an investment company may, directly or indirectly, bear the expenses
of distributing its shares. The Board, including the Trustees who are
not “interested persons” of the Trust (the “Independent Trustees”), as defined
under the 1940 Act, unanimously approved the Distribution Plan for the Fund
and voted unanimously to recommend that the Distribution Plan be presented to
shareholders of the Fund for their approval. If shareholders approve
the Distribution Plan, it is contemplated that it will become effective on
October 1, 2009. The Distribution Plan may be continued annually
after its effective date, provided that such annual continuance is specifically
approved by the Board, including a majority of the Independent Trustees,
pursuant to a vote cast in person at a meeting called for that
purpose.
Description
of the Distribution Plan
A copy of
the Distribution Plan is included with this Proxy Statement as Exhibit A, which
qualifies in its entirety the following description of the Distribution
Plan. Pursuant to the Distribution Plan, the Fund will pay Quasar
Distributors, LLC (the “Distributor”), as principal distributor of the Fund’s
shares, a Rule 12b-1 distribution and shareholder servicing fee of 0.25% of the
average daily net assets of the Fund in connection with the promotion and
distribution of Fund shares and the provision of personal services to Fund
shareholders, including, but not necessarily limited to, advertising,
compensation to underwriters, dealers and selling personnel, the printing and
mailing of prospectuses to other than current Fund shareholders and the printing
and mailing of sales literature.
The
Distribution Plan included as Exhibit A to this Proxy
Statement applies to two classes of shares: Investor Class shares and Advisor
Class shares. As of the date of this Proxy Statement, the Fund has
only one class of shares, which will be renamed the “Investor Class” shares
effective as of October 1, 2009. Accordingly, as a current
shareholder of the Fund, your Fund shares will be renamed “Investor Class”
shares as of October 1, 2009. The Advisor Class shares discussed
in the Distribution Plan will not be offered until
October 1, 2009.
Proxy
Statement
1
It is
anticipated that providing the services described above will open a new
distribution channel for the Fund, thus making it available as an attractive
investment alternative in a competitive market. The potential for
increased sales and the retention of existing assets could result in the Fund
acquiring a larger asset base which, in turn, allows for more efficient
management and the possibility of lower expenses through economies of
scale. There can be no assurance, however, that the Fund or the
Distribution Plan will achieve these goals.
The Rule
12b-1 fee will be payable to the Distributor regardless of the
distribution-related expenses actually incurred. Because the Rule
12b-1 fee is not directly tied to expenses, the amount of distribution fees paid
by the Fund during any year may be more or less than actual expenses incurred
pursuant to the Distribution Plan. For this reason, this type of
distribution fee arrangement is characterized by the staff of the Securities and
Exchange Commission as a “compensation” plan.
The Rule
12b-1 fees are to be paid by the Fund monthly, or at such other intervals as the
Board shall determine. The Rule 12b-1 fees will be based upon the
Fund’s average daily net assets during the preceding month, and will be
calculated and accrued daily.
Because
the Rule 12b-1 fee to be paid under the Distribution Plan will be paid on an
on-going basis, over time these fees will increase the cost of an investment in
the Fund. While the addition of the Rule 12b-1 fee will increase the
Fund’s total operating expenses, Smead Capital Management, Inc. (the “Adviser”),
the Fund’s investment adviser, has contractually agreed to waive its management
fees and to reimburse expenses at least through January 2, 2011, so that the
Fund’s net operating expenses (excluding certain items) do not exceed current
net operating expenses of the Fund after contractual fee waivers and expense
reimbursements. Thus, while the Distribution Plan provides for a
12b-1 fee to be charged to the Fund, the Fund’s net operating expenses will not
increase from their current level at least until January 2, 2011, subject to
Board approval. There is no assurance that this expense cap will
remain in place beyond January 2, 2011.
The
tables below show the current operating expenses, as a percentage of average net
assets of the Fund as of July 31, 2009, and the estimated pro forma expenses
that would be incurred if the Distribution Plan described in this proposal were
in effect.
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Annual
Fund Operating Expenses
(expenses
that are deducted from Fund assets)
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Smead
Value Fund
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Current
Expenses
(Unaudited)
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Pro Forma
Expenses
(Unaudited)
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Management
Fees
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0.75%
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0.75%
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Distribution
(12b-1) Fees
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None
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0.25%
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Other
Expenses
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1.54%
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1.54%
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Acquired
Fund Fees and Expenses(1)
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0.01%
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0.01%
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Total
Annual Fund Operating Expenses
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2.30%
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2.55%
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Less: Expense
Reimbursement or Fee Waiver
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(0.89)%
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(1.14)%
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Net
Annual Fund Operating Expenses(2)
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1.41%
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1.41%
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(1)
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Please
note that the Total Annual Fund Operating Expenses in the table above do
not correlate to the Ratio of Expenses to Average Net Assets found within
the “Financial Highlights” section of the Fund’s prospectus because the
Ratio of Expenses to Average Net Assets does not include Acquired Fund
Fees and Expenses.
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(2)
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Pursuant
to an operating expense limitation agreement between the Adviser and the
Fund, the Adviser has agreed to waive its management fees and/or reimburse
expenses of the Fund to ensure that Total Annual Fund Operating Expenses
(exclusive of Acquired Fund Fees and Expenses) do not exceed 1.40% of the
Fund’s average annual net assets, at least through January 2, 2011,
subject thereafter to annual re-approval of the agreement by the
Board. This operating expense limitation agreement can only be
terminated by, or with the consent of, the Board. The Adviser
is permitted to seek reimbursement from the Fund, subject to limitations,
for fees it waived and Fund expenses it paid. The Adviser is
permitted to seek reimbursement from the Fund for the prior three fiscal
years, as long as the reimbursement does not cause the Fund’s Total Annual
Fund Operating Expenses to exceed the expense
cap.
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Proxy
Statement
2
Example
The
Example below is intended to help you compare the cost of investing in the Fund
with the cost 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. The Example is
based on the current expenses of the Fund and provides a comparison based on the
pro forma expenses the Fund would incur if Proposal 1 is
approved. The Example also assumes that your investment has a 5%
return each year, that Fund distributions are reinvested, and that the Fund’s
operating expenses remain the same. Although your actual costs may be
higher or lower, under the assumptions, your costs would be:
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One Year
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Three Years
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Five Years
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Ten Years
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Smead
Value Fund
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||||
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Current
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$144
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$446
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$771
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$1,691
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Pro
Forma
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$144
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$446
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$771
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$1,691
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The
Distribution Plan further provides that the Board will be given, at least
quarterly, a written report of all amounts expended pursuant to the Distribution
Plan and the purposes for which such amounts were expended. The
Distribution Plan also provides that it may not be amended to increase
materially the distribution costs which the Fund may bear pursuant to the
Distribution Plan without shareholder approval by a vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) and
that any material amendments to the Distribution Plan must be approved by the
Trustees, including a majority of the Independent Trustees, by a vote cast in
person at a meeting called for that purpose. The Distribution Plan is
terminable without penalty, at any time, by a vote of a majority of the
Trustees, including a majority of the Independent Trustees, or by a vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) upon 60 days’ written notice.
Board
Considerations
In
considering the Distribution Plan, the Board took into account the benefits of
making payments to the Distributor for its use in marketing, advertising and
other distribution servicing efforts to attract and retain potential
shareholders to the Fund. The Trustees believe that there is a
reasonable likelihood that the activities for which payments may be made under
the Distribution Plan are likely to stimulate additional sales of the Fund’s
shares and assist the Fund in increasing its present asset base in the face of
competition from other mutual funds. The Board concluded that without
an effective and attractive distribution program that is adequately funded, the
Fund could be adversely affected by making it increasingly difficult to attract
new investors and to retain existing investors.
The Board
also considered the reasons why it is important for the Fund to attract a
continuous flow of new assets. It was recognized that it is desirable
for all shareholders that the Fund sustain a flow of new investment
monies. The Board evaluated the potentially adverse effects that
might result from a pattern of net redemptions and the possibility of a net cash
outflow resulting therefrom. Net cash outflow would increase the
likelihood of having to dispose of portfolio securities for other than
investment reasons at unfavorable prices while net cash inflow
(1) minimizes the need to sell securities to meet redemptions when
investment considerations would indicate that they continue to be held,
(2) reduces daily liquidity requirements and (3) permits a prompt
restructuring of the Fund’s portfolio without the need to dispose of present
holdings.
The
Trustees further considered the impact of the Distribution Plan on the Fund’s
total operating expenses. They evaluated the Adviser’s commitment to waive its
management fees and to reimburse expenses to limit the Fund’s net operating
expenses (excluding certain items) to no more than the current net operating
expenses for the Fund. The Trustees concluded that at least until
January 2, 2011, the addition of the Distribution Plan will not result in any
increase in expenses to shareholders. In considering the Distribution
Plan, the Trustees also took into account the possible benefits of the
Distribution Plan to the Adviser, including the Adviser possibly being able to
retain more of the management fees payable to it by the Fund if Fund assets
increase and provide relief in the Adviser’s undertaking to reimburse Fund
expenses above certain levels.
Proxy
Statement
3
The
Trustees believe that should the Distribution Plan not be approved, the Fund
might not be able to attract and retain shareholders and, as a result of the
inability to increase the Fund’s asset base, the Fund would be burdened with
greater relative costs and possibly less investment flexibility than would be
present in a larger fund. It was the belief of the Trustees that
adoption of the Distribution Plan will enable the Fund to maintain and possibly
enhance its performance and quality of its services for Fund
shareholders.
Vote Required
Approval
of the proposal to adopt the Distribution Plan and the related Rule 12b-1 fee
requires the vote of the “majority of the outstanding voting securities” of the
Fund, which is defined under the 1940 Act as the lesser
of: (1) 67% or more of the voting securities of the Fund
entitled to vote present in person or by proxy at the Special Meeting, if the
holders of more than 50% of the outstanding voting shares entitled to vote
thereon are present in person or represented by proxy; or (2) more than 50%
of the outstanding shares of the Fund entitled to vote thereon.
Based
on all of the foregoing, the Trustees recommend that shareholders of the Fund
vote FOR the approval of the Rule 12b-1 Distribution Plan and the related
Rule 12b-1 fee of 0.25% of the average daily net assets of the
Fund.
OTHER BUSINESS
The Board
knows of no other business to be brought before the Special
Meeting. However, if any other matters properly come before the
Special Meeting, proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of the
persons designated therein.
SUBMISSION
OF SHAREHOLDER PROPOSALS
The Trust
does not hold annual shareholder meetings. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a shareholder meeting
should send their written proposals to the Secretary of the Trust, c/o
U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee,
Wisconsin, 53202. Proposals must be received a reasonable time prior
to the date of a meeting of shareholders to be considered for inclusion in the
proxy materials for the meeting. Timely submission of a proposal does
not, however, necessarily mean the proposal will be included.
NOTICE
TO BANKS, BROKER-DEALERS AND
VOTING
TRUSTEES AND THEIR NOMINEES
Banks,
broker-dealers, voting trustees and their nominees should advise the Trust, in
care of U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee,
Wisconsin 53201-0701, whether other persons are beneficial owners of shares held
in their names for which proxies are being solicited and, if so, the number of
copies of the Proxy Statement they wish to receive in order to supply copies to
the beneficial owners of the respective shares.
Proxy
Statement
4
Service
Providers
The
Fund’s investment adviser, Smead Capital Management, Inc., is located at 1420
Fifth Avenue, Suite 2625, Seattle, Washington 98101. The Fund’s
administrator, fund accountant, and transfer agent is U.S. Bancorp Fund
Services, LLC located at 615 East Michigan Street, 2nd Floor,
Milwaukee, Wisconsin 53202. The Fund’s principal underwriter is
Quasar Distributors, LLC located at 615 East Michigan Street, Milwaukee,
Wisconsin 53202.
Any
Purchases or Sales of Securities of the Investment Adviser
Since the
beginning of the most recently completed fiscal year, no Trustee has made any
purchases or sales of securities of the Adviser or any of its affiliated
companies.
Voting
Securities, Principal Shareholders and Management Ownership
Shareholders
of the Fund at the close of business on July 31, 2009, will be entitled to be
present and vote at the Special Meeting. As of that date, the Fund
had 1,438,430.951 shares outstanding.
As of
July 31, 2009, none of the Trustees or officers of the Trust owned any shares of
the Fund. As of July 31, 2009, the following shareholders are known
by the Trust to own beneficially or of record 5% or more of the outstanding
shares of the Fund:
Principal
Shareholders of the Fund
|
Name
and Address
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Total
Number of Shares
|
%
Ownership
|
Type
of Ownership
|
|
Charles
Schwab & Co., Inc.
|
1,311,477.9390
|
91.19%
|
Record
|
|
For
the Benefit of Its Customers
|
|||
|
Attn:
Mutual Funds
|
|||
|
101
Montgomery Street
|
|||
|
San
Francisco, CA 94104-4151
|
|||
Proxy
Statement
5
Principal
Executive Officers and Trustees of the Trust
The
management and affairs of the Fund are supervised by the Board. The
Board consists of three individuals. The Trustees are fiduciaries for
the Fund’s shareholders and are governed by the laws of the State of Delaware in
this regard. The Board establishes policies for the operation of the
Fund and appoints the officers who conduct the daily business of the
Fund. The Trustees and officers of the Trust are listed below with
their addresses, present positions with the Trust and principal occupations over
at least the last five years.
|
Name,
Address and Age
|
Position(s)
Held
with
the
Trust
|
Term
of Office and Length of
Time
Served
|
Number
of
Portfolios
in Trust Overseen by Trustee
|
Principal
Occupation
During
the Past Five Years
|
Other
Directorships
Held
by Trustee
|
|
Independent
Trustees
|
|||||
|
Dr.
Michael D. Akers
615
E. Michigan St.
Milwaukee,
WI 53202
Age:
53
|
Trustee
|
Indefinite
Term; Since August 22, 2001
|
22
|
Professor
and Chair, Department of Accounting, Marquette University (2004-present);
Associate Professor of Accounting, Marquette University
(1996-2004).
|
Independent
Trustee, USA MUTUALS (an open-end investment company with two
portfolios).
|
|
Gary
A. Drska
615
E. Michigan St.
Milwaukee,
WI 53202
Age:
52
|
Trustee
|
Indefinite
Term; Since August 22, 2001
|
22
|
Captain,
Midwest Airlines, Inc. (airline company) (2000-present); Director-Flight
Standards & Training (July 1990-December 1999).
|
Independent
Trustee, USA MUTUALS (an open-end investment company with two
portfolios).
|
|
Interested
Trustee and Officers
|
|||||
|
Joseph
C. Neuberger*
615
E. Michigan St.
Milwaukee,
WI 53202
Age:
46
|
Chair-person,
President and Trustee
|
Indefinite
Term; Since August 22, 2001
|
22
|
Executive
Vice President, U.S. Bancorp Fund Services, LLC
(1994-present).
|
Trustee,
Buffalo Funds (an open-end investment company with ten portfolios);
Trustee, USA MUTUALS (an open-end investment company with two
portfolios).
|
|
John
Buckel
615
E. Michigan St.
Milwaukee,
WI
53202
Age:
51
|
Vice
President, Principal Accounting Officer and Treasurer
|
Indefinite
Term; Since January 10, 2008 (Vice President) and since September 10, 2008
(Treasurer)
|
N/A
|
Mutual
Fund Administrator, U.S. Bancorp Fund Services, LLC (2004-Present); Mutual
Fund Administrator, United Missouri Bank (2000-2004)
|
N/A
|
Proxy
Statement
6
|
Name,
Address and Age
|
Position(s)
Held
with
the
Trust
|
Term
of Office and Length of
Time
Served
|
Number
of
Portfolios
in Trust Overseen by Trustee
|
Principal
Occupation
During
the Past Five Years
|
Other
Directorships
Held
by Trustee
|
|
Kristin
M. Cuene
615
E. Michigan St.
Milwaukee,
WI 53202
Age:
40+
|
Chief
Compliance
Officer
|
Indefinite
Term; Since January 23, 2009
|
N/A
|
Attorney,
Compliance Officer, U.S. Bancorp Fund Services, LLC (2008-Present);
Attorney, Investment Management, Quarles & Brady, LLP (2007-2008);
Student, University of Pennsylvania (2004-2007).
|
N/A
|
|
Rachel
A. Spearo
615
E. Michigan St.
Milwaukee,
WI 53202
Age:
29
|
Secretary
|
Indefinite
Term; Since November 15, 2005
|
N/A
|
Counsel,
U.S. Bancorp Fund Services, LLC (September 2004-present).
|
N/A
|
* Mr.
Neuberger is an “interested person” of the Trust as defined by the 1940
Act. Mr. Neuberger is an interested person of the Trust by
virtue of the fact that he is an interested person of the
Distributor.
Portfolio
Transactions
Brokerage
firms whose customers purchase shares of the Fund may participate in brokerage
commissions, but pursuant to the Trust’s policies, such brokerage is not
allocated by the Fund on the basis of the sale of Fund shares. The
Fund does not allocate portfolio transactions to affiliated
brokers.
VOTING
SECURITIES AND VOTING INFORMATION
General
Information
The close
of business on July 31, 2009 is the Record Date for determining the shareholders
entitled to notice of and to vote at the Special Meeting or any adjournment(s)
thereof. Only shareholders of record on the Record Date are entitled
to vote at the meeting. Each shareholder is entitled to one vote per
share held, and fractional votes for fractional shares held, on any matter
submitted to a vote at the meeting. The presence, in person or by
proxy, of the holders of at least a majority of the aggregate number of shares
of the Fund entitled to vote is necessary to constitute a quorum for the Fund at
the meeting.
Voting
Rights
Abstentions
and “broker non-votes” (i.e., shares held by brokers or nominees, typically in
“street name,” as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter) will be
treated as present for purposes of determining a quorum. In addition,
under the rules of the New York Stock Exchange, 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 shareholder’s rights or
privileges, the broker may not vote the shares as to that proposal even if it
has discretionary voting power. As a result, these shares also will
be treated as broker non-votes for purposes of proposals that may “affect
substantially” a shareholder’s rights or privileges (but will not be treated as
broker non-votes for other proposals, including adjournment of the special
meeting).
Abstentions
and broker non-votes will be treated as shares voted against a
proposal. Treating broker non-votes as votes against a proposal can
have the effect of causing shareholders who choose not to participate in the
proxy vote to prevail over shareholders who cast votes or provide voting
instructions to their brokers or nominees. In order to prevent this
result, the Trust may request that selected brokers or nominees refrain from
returning proxies on behalf of shares for which voting instructions have not
been received from beneficial owners or persons entitled to vote. The Trust also
may request that selected brokers or nominees return proxies on behalf of shares
for which voting instructions have not been received if doing so is necessary to
obtain a quorum.
Proxy
Statement
7
If
(a) a quorum is not present at the meeting, or (b) a quorum is present
but sufficient votes in favor of the proposal have not been obtained, then the
persons named as proxies may propose one or more adjournments of the Special
Meeting, without further notice to the shareholders of the Fund, to permit
further solicitation of proxies, provided such persons determine, after
consideration of all relevant factors, including the nature of the proposal, the
percentage of votes then cast, the percentage of negative votes then cast, the
nature of the proposed solicitation activities and the nature of the reasons for
such further solicitation, that an adjournment and additional solicitation is
reasonable and in the interests of shareholders. The persons named as
proxies will vote those proxies that such persons are required to vote FOR the
proposal, as well as proxies for which no vote has been directed, in favor of
such an adjournment and will vote those proxies required to be voted AGAINST
such proposal against such adjournment.
The
Special Meeting may be adjourned from time to time by the vote of a majority of
the shares represented at the meeting, whether or not a quorum is present. If
the meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting at which the adjournment is taken, unless a new record
date for the adjourned meeting is fixed. At any adjourned meeting,
the Trust may transact any business which might have been transacted at the
original meeting.
The
individuals named as proxies on the enclosed proxy card will vote in accordance
with the shareholder’s direction, as indicated thereon, if the proxy card is
received and is properly executed. If a shareholder properly executes
a proxy and gives no voting instructions with respect to a proposal, the shares
will be voted in favor of such proposal. The proxies, in their
discretion, may vote upon such other matters as may properly come before the
meeting. The Board is not aware of any other matters to come before
the meeting.
REVOCATION
OF PROXIES
If you
return a properly executed proxy card, but later wish to revoke it, you may do
so at any time before it is voted by doing any of the following:
|
·
|
delivering
written notice of the proxy’s revocation to the Secretary of the Trust at
the address provided in this Proxy Statement prior to the Special
Meeting;
|
|
·
|
submitting
a properly executed proxy bearing a later date, but dated prior to
the Special Meeting; or
|
|
·
|
attending
and voting in person at the Special Meeting and giving oral notice of
revocation to the Chairman of the Special
Meeting.
|
SOLICITATION
OF PROXIES
The Fund
is soliciting these proxies by U.S. mail, and may also solicit them in person,
by telephone, by facsimile, or by any other electronic means. Employees of
the Adviser may make solicitations to obtain the necessary shareholder
representation at the meeting, but will receive no additional compensation for
doing so.
The
expenses in connection with preparing this Proxy Statement and its enclosures
and all solicitations will be paid by the Adviser
Proxy
Statement
8
Householding
If
possible, depending on shareholder registration and address information, and
unless you have otherwise opted out, only one copy of this Proxy Statement will
be sent to shareholders at the same address. However, each
shareholder will receive separate proxy cards. If you would like to
receive a separate copy of the Proxy Statement, please call the Fund, toll-free,
at 877-807-4122 or write to Smead Value Fund c/o U.S. Bancorp
Fund Services, LLC, P.O. Box 701, Milwaukee,
Wisconsin 53201-0701. If you currently receive multiple copies
of Proxy Statements or shareholder reports and would like to request to receive
a single copy of documents in the future, please call or write to the Fund
at the telephone number or address listed above.
For
a free copy of the Fund’s latest annual and/or semiannual reports, call the
Fund, toll-free, at 877-807-4122, visit the Fund’s website at www.smeadfunds.com
or write to Smead Value Fund c/o U.S. Bancorp Fund Services, LLC,
P.O. Box 701, Milwaukee, Wisconsin 53201-0701.
Proxy
Statement
9
Exhibit A
Trust
for Professional Managers
on
behalf of
Smead
Value Fund
DISTRIBUTION AND SHAREHOLDER
SERVICING DISTRIBUTION PLAN
(12b-1
Distribution Plan)
The
following Distribution Plan (the “Distribution Plan”) has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”),
by Trust for Professional Managers (the “Trust”), a Delaware statutory trust, on
behalf of the Smead Value Fund (the “Fund”), a series of the Trust, and/or
classes of the Fund. The Distribution Plan has been approved by a
majority of the Trust’s Board of Trustees, including a majority of the Trustees
who are not interested persons of the Trust and who have no direct or indirect
financial interest in the operation of the Distribution Plan or in any Rule
12b-1 Agreement (as defined below) (the “Disinterested Trustees”), cast in
person at a meeting called for the purpose of voting on such Distribution
Plan.
In
approving the Distribution Plan, the Board of Trustees determined that adoption
of the Distribution Plan would be prudent and in the best interests of the Fund
and its shareholders. Such approval by the Board of Trustees included
a determination, in the exercise of its reasonable business judgment and in
light of its fiduciary duties, that there is a reasonable likelihood that the
Distribution Plan will benefit the Fund and its shareholders.
The
provisions of the Distribution Plan are as follows:
1.
PAYMENTS BY THE FUND TO PROMOTE THE SALE OF FUND SHARES
The Trust, on behalf of the Fund, will
pay Quasar Distributors, LLC (the “Distributor”), as principal distributor of
the Fund’s shares, a distribution fee of 0.25% of the average daily net assets
of the Fund in connection with the promotion and distribution of Investor Class
shares of the Fund, and a distribution fee of 1.00% of the average daily net
assets of the Fund in connection with the promotion and distribution of Advisor
Class shares of the Fund, and the provision of personal services to
shareholders, including, but not necessarily limited to, advertising,
compensation to underwriters, dealers and selling personnel, the printing and
mailing of prospectuses to other than current Fund shareholders, and the
printing and mailing of sales literature. The Advisor Class
distribution fee represents a 0.75% 12b-1 distribution fee and a 0.25%
shareholder servicing fee. The Distributor may pay all or a portion
of these fees to any registered securities dealer, financial institution or any
other person (the “Recipient”) who renders assistance in distributing or
promoting the sale of shares, or who provides certain shareholder services,
pursuant to a written agreement (the “Rule 12b-1 Agreement”), a form of which is
attached hereto as Appendix A with respect to the Fund. To the extent
not so paid by the Distributor such amounts may be retained by the
Distributor. Payment of these fees shall be made monthly promptly
following the close of the month. If Advisor Class shares are
redeemed within 12 months of purchase, the shareholder will be assessed a 1.00%
contingent deferred sales charge on such shares.
|
2.
|
RULE
12B-1 AGREEMENTS
|
(a) No Rule
12b-1 Agreement shall be entered into with respect to the Fund and no payments
shall be made pursuant to any Rule 12b-1 Agreement, unless such Rule 12b-1
Agreement is in writing and the form of which has first been delivered to and
approved by a vote of a majority of the Trust’s Board of Trustees, and of the
Disinterested Trustees, cast in person at a meeting called for the purpose of
voting on such Rule 12b-1 Agreement. The form of Rule 12b-1 Agreement
relating to the Fund attached hereto as Appendix A has been approved by the
Trust’s Board of Trustees as specified above.
Exhibit A
(b) Any Rule
12b-1 Agreement shall describe the services to be performed by the Recipient and
shall specify the amount of, or the method for determining, the compensation to
the Recipient.
(c) No Rule
12b-1 Agreement may be entered into unless it provides (i) that it may be
terminated with respect to the Fund at any time, without the payment of any
penalty, by vote of a majority of the shareholders of the Fund, or by vote of a
majority of the Disinterested Trustees, on not more than 60 days’ written notice
to the other party to the Rule 12b-1 Agreement, and (ii) that it shall
automatically terminate in the event of its assignment.
(d) Any Rule
12b-1 Agreement shall continue in effect for a period of more than one year from
the date of its execution only if such continuance is specifically approved at
least annually by a vote of a majority of the Board of Trustees, and of the
Disinterested Trustees, cast in person at a meeting called for the purpose of
voting on such Rule 12b-1 Agreement.
3.
QUARTERLY REPORTS
The Distributor shall provide to the
Board of Trustees, and the Trustees shall review at least quarterly, a written
report of all amounts expended pursuant to the Distribution
Plan. This report shall include the identity of the Recipient of each
payment and the purpose for which the amounts were expended and such other
information as the Board of Trustees may reasonably request.
4.
EFFECTIVE DATE AND DURATION OF THE DISTRIBUTION PLAN
The Distribution Plan shall become
effective with respect to Investor Class shares of the Fund immediately upon
approval by the vote of a majority of the shareholders of Investor Class of the
Fund, cast in person or by proxy at a meeting called for the purpose of voting
on the approval of the Distribution Plan. The Distribution Plan shall
become effective with respect to Advisor Class shares of the Fund immediately
upon approval by the vote of a majority of the Board of Trustees, and of the
Disinterested Trustees, cast in person at a meeting called for the purpose of
voting on the approval of the Distribution Plan. The Distribution
Plan shall continue in effect with respect to the Fund for a period of one year
from its effective date unless terminated pursuant to its
terms. Thereafter, the Distribution Plan shall continue with respect
to the Fund from year to year, provided that such continuance is approved at
least annually by a vote of a majority of the Board of Trustees, and of the
Disinterested Trustees, cast in person at a meeting called for the purpose of
voting on such continuance. The Distribution Plan may be terminated
with respect to the Fund at any time, without penalty, on not more than sixty
(60) days’ written notice by a majority vote of shareholders of the Fund, or by
vote of a majority of the Disinterested Trustees.
5.
SELECTION OF DISINTERESTED TRUSTEES
During the period in which the
Distribution Plan is effective, the selection and nomination of those Trustees
who are Disinterested Trustees of the Trust shall be committed to the discretion
of the Disinterested Trustees.
6.
AMENDMENTS
All material amendments of the
Distribution Plan shall be in writing and shall be approved by a vote of a
majority of the Board of Trustees, and of the Disinterested Trustees, cast in
person at a meeting called for the purpose of voting on such
amendment. In addition, the Distribution Plan may not be amended to
increase materially the amount to be expended by the Fund hereunder without the
approval by a majority vote of shareholders of the Fund.
7.
RECORDKEEPING
The Trust shall preserve copies of the
Distribution Plan, any Rule 12b-1 Agreement and all reports made pursuant to
Section 3 for a period of not less than six years from the date of this
Distribution Plan, any such Rule 12b-1 Agreement or such reports, as the case
may be, the first two years in an easily accessible place.
Adopted
by the Trust on July 28, 2009.
Exhibit
A
Appendix
A
Rule 12b-1 Related
Agreement
Quasar
Distributors, LLC
615 East
Michigan Street
Milwaukee,
WI 53202
[Date]
[Name,
Address of Recipient]
Ladies
and Gentlemen:
This
letter will confirm our understanding and agreement with respect to payments to
be made to you pursuant to a Distribution Plan (the “Distribution Plan”) adopted
by Trust for Professional Managers (the “Trust”), on behalf of the Smead Value
Fund (the “Fund”), a series of the Trust, and/or classes of the Fund, pursuant
to Rule 12b-1 under the Investment Company Act of 1940, as amended (the
“Act”). The Distribution Plan and this related agreement (the “Rule
12b-1 Agreement”) have been approved by a majority of the Board of Trustees of
the Trust, including a majority of the Board of Trustees who are not “interested
persons” of the Trust, as defined in the Act, and who have no direct or indirect
financial interest in the operation of the Distribution Plan or in this or any
other Rule 12b-1 Agreement (the “Disinterested Trustees”), cast in person at a
meeting called for the purpose of voting thereon. Such approval
included a determination by the Board of Trustees that, in the exercise of its
reasonable business judgment and in light of its fiduciary duties, there is a
reasonable likelihood that the Distribution Plan will benefit each of the Fund’s
shareholders.
1. To
the extent you provide distribution and marketing services in the promotion of
the Fund’s shares and/or services to the Fund’s shareholders, including
furnishing services and assistance to your customers who invest in and own
shares, including, but not limited to, answering routine inquiries regarding the
Fund and assisting in changing account designations and addresses, we shall pay
you a fee as described on Schedule A. We reserve the right to
increase, decrease or discontinue the fee at any time in our sole discretion
upon written notice to you.
You agree
that all activities conducted under this Rule 12b-1 Related Agreement will be
conducted in accordance with the Distribution Plan, as well as all applicable
state and federal laws, including the Act, the Securities Exchange Act of 1934,
the Securities Act of 1933, the U.S. Patriot Act of 2001 and any applicable
rules of the Financial Industry Regulatory Authority, Inc.
2. You
shall furnish us with such information as shall reasonably be requested either
by the Trustees of the Fund or by us with respect to the services provided and
the fees paid to you pursuant to this Rule 12b-1 Agreement.
3. We
shall furnish to the Board of Trustees, for its review, on a quarterly basis, a
written report of the amounts expended under the Distribution Plan by us and the
purposes for which such expenditures were made.
4. This
Rule 12b-1 Agreement may be terminated by the vote of (a) a majority of
shareholders, or (b) a majority of the Disinterested Trustees, on 60 days’
written notice, without payment of any penalty. In addition, this
Rule 12b-1 Agreement will be terminated by any act which terminates the
Distribution Plan or the Distribution Agreement between the Trust and us and
shall terminate immediately in the event of its assignment. This Rule
12b-1 Agreement may be amended by us upon written notice to you, and you shall
be deemed to have consented to such amendment upon effecting any purchases of
shares for your own account or on behalf of any of your customer’s accounts
following your receipt of such notice.
Exhibit A
5. This
Rule 12b-1 Agreement shall become effective on the date accepted by you and
shall continue in full force and effect so long as the continuance of the
Distribution Plan and this Rule 12b-1 Agreement are approved at least annually
by a vote of the Board of Trustees of the Trust and of the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting
thereon. All communications to us should be sent to the above
address. Any notice to you shall be duly given if mailed or faxed to
you at the address specified by you below.
Quasar
Distributors, LLC
By:
James
Schoenike, President
Accepted:
By:
(Name and
Title)
Exhibit A
Schedule
A
to
the
Rule
12b-1 Related Agreement
For all
services rendered pursuant to the Rule 12b-1 Agreement, we shall pay you a fee
calculated as follows:
Fee of
0.25% of the average daily net assets of Investor Class shares of the Fund and a
fee of 1.00% of the average daily net assets of Advisor Class shares of the
Fund, (computed on an annual basis) which are owned of record by your firm as
nominee for your customers or which are owned by those customers of your firm
whose records, as maintained by the Trust or its agent, designate your firm as
the customer’s dealer or service provider of record.
We shall
make the determination of the net asset value, which determination shall be made
in the manner specified in the Fund’s current prospectus, and pay to you, on the
basis of such determination, the fee specified above, to the extent permitted
under the Distribution Plan.
 |
SMEAD
VALUE FUND
Proxy for Special
Meeting of Shareholders – September 28,
2009
|
THIS PROXY IS BEING SOLICITED ON
BEHALF OF THE TRUST’S BOARD OF TRUSTEES.
The
undersigned hereby constitutes and appoints Jennifer Lima and John Buckel, their
designees or any one of them, with power of substitution and re-substitution, as
proxies to appear and vote all of the shares of beneficial interest in the name
of the undersigned on the record date of the Special Meeting of shareholders of
the Fund, or at any adjournment thereof; and the undersigned hereby instructs
said proxies to vote as indicated on this proxy card. The undersigned hereby
revokes any prior proxy to vote at such Special Meeting, and hereby ratifies and
confirms all that said attorneys and proxies, or any of them, may lawfully do by
virtue thereof.
The
proxy, when properly executed, will be voted in the manner you directed with
respect to shares that you own. If no direction is given with respect to a
particular item, this proxy will be voted FOR each of the item or items that
relate to the particular Fund shares that you own.
|
Important Notice Regarding the
Availability of Proxy Materials for the Smead Value Fund
Shareholder Meeting to Be Held
on September 28, 2009
The proxy
statement for this meeting is available at:
www.proxyonline.com/docs/smeadvaluefund.pdf
|
PLEASE
FOLD HERE AND RETURN THE ENTIRE BALLOT – DO NOT DETACH
SMEAD
VALUE FUND
Proxy
for Special Meeting of Shareholders — September 28, 2009
VOTE BY
MAIL
|
1)
|
Read
the Proxy Statement
|
|
2)
|
Check
the appropriate box on the reverse
side
|
|
3)
|
Sign
and date the proxy card
|
|
4)
|
Return
the proxy card in the postage-paid envelope
provided
|
NOTE:
Please sign exactly as your name(s) appear on this card. Joint owners should
each sign individually. Corporate proxies should be signed in full corporate
name by an authorized officer. Fiduciaries should give full titles
IT
IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY. EVERY SHAREHOLDER’S VOTE
IS IMPORTANT.
SMEAD
VALUE
FUND
WE
NEED YOUR PROXY VOTE AS SOON AS POSSIBLE.
YOUR
PROMPT ATTENTION WILL HELP TO AVOID
THE
EXPENSE OF FURTHER SOLICITATION.
Please
remember to sign and
date the reverse side before mailing in your vote.
PLEASE
REFER TO THE PROXY STATEMENT DISCUSSION OF THIS PROPOSAL(S). IF NO DIRECTION IS MADE, AND THIS
PROXY IS SIGNED AND RETURNED, THE PROXY WILL BE VOTED FOR THE
PROPOSAL. AS TO ANY OTHER MATTER, SAID ATTORNEYS WILL
VOTE IN ACCORDANCE WITH THEIR BEST JUDGEMENT.
TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK INK AS
FOLLOWS. Example: ■
PLEASE
FOLD HERE AND RETURN THE ENTIRE BALLOT – DO NOT DETACH
THE BOARD
OF TRUSTEES RECOMMENDS A VOTE FOR THE
FOLLOWING:
|
1.
|
PROPOSAL:
To approve a Rule 12b-1 Distribution Plan and related Rule 12b-1
fee of 0.25% for the Smead Value
Fund.
|
|
To
vote the proxy, please use the boxes below.
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||||
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FOR
|
AGAINST
|
ABSTAIN
|
||
|
□
|
□
|
□
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||
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2.
|
In
their discretion, the Proxies are authorized to transact such other
business as may properly come before the Special Meeting or any
adjournments thereof.
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| TAGID |
BARCODE
|