Correspondence 0000894189-24-005533 from TRUST FOR PROFESSIONAL MANAGERS (CIK 0001141819)
TRUST FOR PROFESSIONAL MANAGERS (CIK 0001141819)
Date: Sept. 9, 2024 · CIK: 0001141819 · Accession: 0000894189-24-005533
AI Filing Summary & Sentiment
File numbers found in text: 333-62298, 811-10401
Letter
VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Investment Management Investment Company Act Registration No: 811-10401 Jensen Quality MidCap Fund (S000028264) Jensen Global Quality Growth Fund (S000067414) Jensen Quality Growth ETF (S000085931)
Dear Ms. Lithotomos,
This correspondence responds to the oral comments the Trust received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on September 3, 2024 with respect to the Preliminary Proxy Statement filed by the Trust, on behalf of the Jensen Quality MidCap Fund, Jensen Global Quality Growth Fund and Jensen Quality Growth ETF (the “Funds”) on August 26, 2024.
For your convenience in reviewing the Trust’s responses, the Staff’s comments are included in bold typeface immediately followed by the Trust’s responses. Capitalized terms not otherwise defined in this response letter have the meaning set forth in the Preliminary Proxy Statement.
General Comments
1.Staff Comment: Please supplementally explain the reason why a vote by the Funds’ shareholders at the time, or close to the time, of the change of control triggering the assignment would not be required. Alternatively, please supplementally explain why the Funds are not relying on Rule 15a-4.
Response: The Trust responds that the Funds’ investment adviser is seeking shareholder approval well in advance of the Transaction for internal planning purposes and wanted to avoid the costs and expenses associated with relying on Rule 15a-4, such as preparing interim investment advisory agreements, requesting additional Board approvals, etc.
2. Staff Comment: Please clarify the answer to the following question in the “Questions and Answers” section: “How will my approval of this proposal affect the expenses of the Funds?” The Staff notes that the first part of the answer states that the proposed approval of each Fund’s new advisory agreement “will not result in an increase in the annual investment management fee” and the second part of the answer states that the proposed approval “is not expected to impact any Fund’s total expenses.”
Response: The Trust responds by clarifying the answer in the Definitive Proxy Statement as follows:
“The proposed approval of the New Mutual Funds Advisory Agreement and the New ETF Advisory Agreement will not result in an increase in the annual investment management fee paid by any Fund and is not expected to will not impact any Fund’s total expenses.”
3. Staff Comment: Please supplementally explain, or alternatively clarify, the answer to the following question in the “Questions and Answers” section: “How is a quorum for the Special Meeting established?” The Staff notes its understanding that broker non-votes are not counted for purposes of a quorum if there are no routine proposals.
Response: The Trust responds by revising the answer as follows:
“One-third of each Fund’s outstanding shares, present in person or represented by proxy, constitute a quorum for the Fund at the Special Meeting. Abstentions will be counted as present for purposes of determining the existence of a quorum but will not be counted as shares voted with respect to a proposal or proposals. Proxies returned for shares that represent broker non-votes, and shares whose proxies reflect an abstention on any item, are all counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists. However, Since such shares are not voted in favor of the proposal, they have the effect of counting as a vote AGAINST the proposal. If a quorum is not present for a Fund at the Special Meeting, or if a quorum is present at the Special Meeting but sufficient votes to approve the proposal are not received on behalf of a Fund, or if other matters arise requiring shareholder attention, persons named as proxy agents may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies with respect to a Fund.”
4. Staff Comment: Please supplementally explain how the votes will be tracked between the Jensen Quality MidCap Fund and the Jensen Global Quality Growth Fund in Proposal 1 on the proxy card. How will you know whether each Fund has achieved the required votes?
Response: The Trust responds by confirming that the solicitor will track the votes of each Fund separately.
* * * * * *
If you have any additional questions or require further information, please contact Jay Fitton at (513) 629-8104.
Sincerely,
[...]
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CORRESP 1 filename1.htm Document Please note that this letter and other documents are in draft form, and in no way reflect the Trust’s or Fund management’s final intent with respect to the filing discussed herein. U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 September [...], 2024 VIA EDGAR TRANSMISSION Ms. Valerie Lithotomos United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Trust for Professional Managers (the “Trust”) Securities Act Registration No: 333-62298 Investment Company Act Registration No: 811-10401 Jensen Quality MidCap Fund (S000028264) Jensen Global Quality Growth Fund (S000067414) Jensen Quality Growth ETF (S000085931) Dear Ms. Lithotomos, This correspondence responds to the oral comments the Trust received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on September 3, 2024 with respect to the Preliminary Proxy Statement filed by the Trust, on behalf of the Jensen Quality MidCap Fund, Jensen Global Quality Growth Fund and Jensen Quality Growth ETF (the “Funds”) on August 26, 2024. For your convenience in reviewing the Trust’s responses, the Staff’s comments are included in bold typeface immediately followed by the Trust’s responses. Capitalized terms not otherwise defined in this response letter have the meaning set forth in the Preliminary Proxy Statement. General Comments 1.Staff Comment: Please supplementally explain the reason why a vote by the Funds’ shareholders at the time, or close to the time, of the change of control triggering the assignment would not be required. Alternatively, please supplementally explain why the Funds are not relying on Rule 15a-4. Response: The Trust responds that the Funds’ investment adviser is seeking shareholder approval well in advance of the Transaction for internal planning purposes and wanted to avoid the costs and expenses associated with relying on Rule 15a-4, such as preparing interim investment advisory agreements, requesting additional Board approvals, etc. 2. Staff Comment: Please clarify the answer to the following question in the “Questions and Answers” section: “How will my approval of this proposal affect the expenses of the Funds?” The Staff notes that the first part of the answer states that the proposed approval of each Fund’s new advisory agreement “will not result in an increase in the annual investment management fee” and the second part of the answer states that the proposed approval “is not expected to impact any Fund’s total expenses.” Response: The Trust responds by clarifying the answer in the Definitive Proxy Statement as follows: 1 “The proposed approval of the New Mutual Funds Advisory Agreement and the New ETF Advisory Agreement will not result in an increase in the annual investment management fee paid by any Fund and is not expected to will not impact any Fund’s total expenses.” 3. Staff Comment: Please supplementally explain, or alternatively clarify, the answer to the following question in the “Questions and Answers” section: “How is a quorum for the Special Meeting established?” The Staff notes its understanding that broker non-votes are not counted for purposes of a quorum if there are no routine proposals. Response: The Trust responds by revising the answer as follows: “One-third of each Fund’s outstanding shares, present in person or represented by proxy, constitute a quorum for the Fund at the Special Meeting. Abstentions will be counted as present for purposes of determining the existence of a quorum but will not be counted as shares voted with respect to a proposal or proposals. Proxies returned for shares that represent broker non-votes, and shares whose proxies reflect an abstention on any item, are all counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists. However, Since such shares are not voted in favor of the proposal, they have the effect of counting as a vote AGAINST the proposal. If a quorum is not present for a Fund at the Special Meeting, or if a quorum is present at the Special Meeting but sufficient votes to approve the proposal are not received on behalf of a Fund, or if other matters arise requiring shareholder attention, persons named as proxy agents may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies with respect to a Fund.” 4. Staff Comment: Please supplementally explain how the votes will be tracked between the Jensen Quality MidCap Fund and the Jensen Global Quality Growth Fund in Proposal 1 on the proxy card. How will you know whether each Fund has achieved the required votes? Response: The Trust responds by confirming that the solicitor will track the votes of each Fund separately. * * * * * * If you have any additional questions or require further information, please contact Jay Fitton at (513) 629-8104. Sincerely, [...] John P. Buckel President and Principal Executive Officer Trust for Professional Managers 2