DocumentFiled pursuant to Rule 497(e)
File Nos. 333-62298; 811-10401
Supplement dated May 22, 2025
to the
CrossingBridge Pre-Merger SPAC ETF (the “Fund”)
A series of Trust for Professional Managers
Statement of Additional Information (“SAI”)
dated January 28, 2025
On April 17, 2025, the Board of Trustees (the “Board”) of the Trust accepted the resignation of John P. Buckel from his role as Trustee, President and Principal Executive Officer of the Trust and Chairperson of the Board effective as of April 18, 2025. Mr. Buckel’s resignation was made in connection with his retirement from U.S. Bancorp Fund Services, LLC after 21 years of service. Accordingly, all references and information relating to Mr. Buckel in the Fund’s SAI are hereby removed.
Concurrent with Mr. Buckel’s resignation, the Board appointed Erik K. Olstein as Chairperson of the Board effective as of April 18, 2025. In addition, the Board appointed Jennifer A. Lima as President and Principal Executive Officer of the Trust and Kelly A. Strauss as Vice President, Treasurer, Principal Financial Officer and Principal Accounting Officer of the Trust, each effective as of April 18, 2025.
The following disclosures in the Fund’s SAI are hereby replaced or revised as follows:
The sub-section titled “Management of the Fund–Board of Trustees” is hereby replaced with the following:
Board of Trustees
The management and affairs of the Fund are supervised by the Board of Trustees. The Board of Trustees consists of six individual Trustees (each, a “Trustee,” and collectively, the “Trustees”). 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 of Trustees establishes policies for the operation of the Fund and appoints the officers who conduct the daily business of the Fund.
The sub-section titled “Management of the Fund–Board of Trustees” is hereby replaced with the following:
Trustees and Officers
The Trustees and the 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 Year of Birth | Position(s) Held with the Trust | Term of Office and Year Service Began | Number of Portfolios in the Trust Overseen by Trustee | Principal Occupation(s) During the Past Five Years | Other Directorships Held by Trustee During the Past Five Years |
| Independent Trustees |
Michael D. Akers, Ph.D.
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1955 | Trustee | Indefinite Term; Since August 22, 2001 | 31 | Professor Emeritus, Department of Accounting (June 2019-present), Marquette University.
| Independent Trustee, USA MUTUALS (an open-end investment company) (2001-2021).
|
| | | | | | | | | | | | | | | | | |
| Name, Address and Year of Birth | Position(s) Held with the Trust | Term of Office and Year Service Began | Number of Portfolios in the Trust Overseen by Trustee | Principal Occupation(s) During the Past Five Years | Other Directorships Held by Trustee During the Past Five Years |
Gary A. Drska
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1956 | Trustee | Indefinite Term; Since August 22, 2001 | 31 | Retired; Former Pilot, Frontier/Midwest Airlines, Inc. (airline company) (1986-2021).
| Independent Trustee, USA MUTUALS (an open-end investment company) (2001-2021).
|
Vincent P. Lyles
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1961 | Trustee | Indefinite Term; Since April 6, 2022 | 31 | Executive Director, Milwaukee Succeeds (education advocacy organization) (2023-present); System Vice President of Community Relations, Advocate Aurora Health Care (health care provider) (2019-2022).
| Independent Director, BMO Funds, Inc. (an open-end investment company) (2017-2022). |
Erik K. Olstein
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1967 | Trustee
Chairperson | Indefinite Term; Since April 6, 2022
Three Year Term; Since April 18, 2025 | 31 | Retired; President and Chief Operating Officer, Olstein Capital Management, L.P. (asset management firm) (2000-2020).
| N/A |
Lisa Zúñiga Ramírez
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1969 | Trustee | Indefinite Term; Since April 6, 2022 | 31 | Retired; Principal and Senior Portfolio Manager, Segall, Bryant & Hamill, LLC (asset management firm) (2018-2020).
| Director, Peoples Financial Services Corp. (a publicly-traded bank holding company) (2022-present); Director, Century Communities, Inc. (a publicly-traded homebuilding company) (2023-present).
|
| | | | | | | | | | | | | | | | | |
| Name, Address and Year of Birth | Position(s) Held with the Trust | Term of Office and Year Service Began | Number of Portfolios in the Trust Overseen by Trustee | Principal Occupation(s) During the Past Five Years | Other Directorships Held by Trustee During the Past Five Years |
Gregory M. Wesley
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1969 | Trustee | Indefinite Term; Since April 6, 2022 | 31 | President and Chief Executive Officer, Greater Milwaukee Foundation (2024-present); Senior Vice President of Strategic Alliances and Business Development, Medical College of Wisconsin (2016-2024).
| N/A |
| Officers |
Jennifer A. Lima
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1974 | President and Principal Executive Officer
| Indefinite Term; Since April 18, 2025 | N/A | Vice President, U.S. Bancorp Fund Services, LLC (2002-present). | N/A |
Kelly A. Strauss
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1987 | Vice President, Treasurer, Principal Financial Officer and Principal Accounting Officer
| Indefinite Term; Since April 18, 2025 | N/A | Assistant Vice President, U.S. Bancorp Fund Services, LLC (2011-present). | N/A |
Deanna B. Marotz
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1965 | Chief Compliance Officer, Vice President and Anti-Money Laundering Officer | Indefinite Term; Since October 21, 2021 | N/A | Senior Vice President, U.S. Bancorp Fund Services, LLC (2021-present); Chief Compliance Officer, Keeley-Teton Advisors, LLC and Teton Advisors, Inc (2017-2021).
| N/A |
Jay S. Fitton
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1970
| Secretary | Indefinite Term; Since July 22, 2019 | N/A | Vice President, U.S. Bancorp Fund Services, LLC (2019-present).
| N/A |
Laura A. Carroll
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1985
| Assistant Treasurer | Indefinite Term; Since August 20, 2018 | N/A | Assistant Vice President, U.S. Bancorp Fund Services, LLC (2007-present).
| N/A |
| | | | | | | | | | | | | | | | | |
| Name, Address and Year of Birth | Position(s) Held with the Trust | Term of Office and Year Service Began | Number of Portfolios in the Trust Overseen by Trustee | Principal Occupation(s) During the Past Five Years | Other Directorships Held by Trustee During the Past Five Years |
Julie A. Keller
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1966
| Assistant Treasurer | Indefinite Term; Since February 28, 2025 | N/A | Assistant Vice President, U.S. Bancorp Fund Services, LLC (2004-present). | N/A |
Marissa J. Pawlinski
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1996 | Assistant Secretary | Indefinite Term; Since January 18, 2024 | N/A | Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2023); Regulatory Administration Attorney, U.S. Bancorp Fund Services, LLC (since 2022); Judicial Law Clerk, Milwaukee County Circuit Court (2021-2022); Legal Intern, City of Brookfield (2020-2021); Student, Marquette University Law School (2019-2021). | N/A |
The sub-section titled “Management of the Fund–Board Leadership Structure” is hereby replaced with the following:
Board Leadership Structure
The Board has structured itself in a manner that it believes allows it to perform its oversight function effectively. The Board is composed of six Independent Trustees – Dr. Michael D. Akers, Gary A. Drska, Vincent P. Lyles, Erik K. Olstein, Lisa Zúñiga Ramírez and Gregory M. Wesley. The Trust does not have a Trustee that is an “interested person” (as defined by the 1940 Act) of the Trust (the “Interested Trustee”). Accordingly, all of the members of the Board are Independent Trustees, Trustees who are not affiliated with the Adviser or its affiliates, or any other investment adviser or service provider to the Trust or any underlying fund. The Board of Trustees has established two standing committees, an Audit Committee and a Nominating Committee, which are discussed in greater detail under “Board Committees” below. Each of the Audit Committee and the Nominating Committee is composed entirely of Independent Trustees. The Independent Trustees have engaged their own independent counsel to advise them on matters relating to their responsibilities in connection with the Trust.
The Trust’s Chairperson, Erik K. Olstein, is an Independent Trustee.
In accordance with the fund governance standards prescribed under the 1940 Act, the Independent Trustees on the Nominating Committee select and nominate all candidates for Independent Trustee positions. Each Trustee was appointed to serve on the Board of Trustees because of his or her experience, qualifications, attributes and skills as set forth in the subsection “Trustee Qualifications” below.
The Board reviews its structure regularly in light of the characteristics and circumstances of the Trust, including the unaffiliated nature of each investment adviser and the funds managed by such adviser; the number of funds that
comprise the Trust; the variety of asset classes that those funds reflect; the net assets of the Trust; the committee structure of the Trust; and the independent distribution arrangements of each of the Trust’s underlying funds.
The Board has determined that the function and composition of the Audit Committee and the Nominating Committee are appropriate to address any potential conflicts of interest that may arise. In addition, the inclusion of all Independent Trustees as members of the Audit Committee and the Nominating Committee allows these Trustees to participate in the full range of the Board’s oversight duties, including oversight of risk management processes discussed below. Given the specific characteristics and circumstances of the Trust as described above, the Trust has determined that the Board’s leadership structure is appropriate.
The sub-section titled “Management of the Fund–Trustee Qualifications” is revised to update Mr. Olstein’s qualifications as follows:
Erik K. Olstein. Mr. Olstein has served as an Independent Trustee of the Trust since 2022 and Chairperson since 2025. Mr. Olstein served as President and Chief Operating Officer from 2000 to 2020 and Vice President of Sales and Chief Operating Officer from 1995 to 2000 at Olstein Capital Management, L.P., an asset management firm he co-founded. During his time at Olstein Capital Management, L.P., Mr. Olstein was responsible for fiduciary oversight and management of The Olstein Funds, an open-end investment company, where he served as Trustee, Secretary and Assistant Treasurer from 1995 to 2018. Mr. Olstein currently serves as President and Trustee of the Board of Trustees of the Trinity-Pawling School and has previously held Board positions with the American Friends of the National Museum of the Royal Navy, National Maritime Historical Society and U.S. Naval Service Personal Education Assistance Fund. Through his experience as an investment company trustee and his employment experience, Mr. Olstein is experienced with financial, accounting, regulatory and investment matters.
Please retain this supplement with your SAI for future reference.