M&A - TRUST FOR PROFESSIONAL MANAGERS

Form Type: CORRESP

Filing Date: 2024-10-29

Corporate Action: Merger

Type: Update

Accession Number: 000089418924006478

Filing Summary: This correspondence addresses the comments from the SEC staff regarding the Preliminary Proxy Statement filed by Trust for Professional Managers for its series of funds. The Trust's investment adviser, Envestnet, Inc., is involved in a transaction where it will be acquired by Bain Capital Private Equity, leading to a majority ownership stake in Envestnet. The Trust's Board has approved a New Investment Advisory Agreement pending shareholder approval. The letter outlines how the Board satisfies the requirements of Section 15(f) of the Investment Company Act, ensuring no unfair burden falls on the funds as a result of the ownership change. If shareholders do not approve the new advisory agreement, potential alternatives for the funds are considered, including appointing a new adviser or liquidating the funds. The Trust declines to disclose fee waivers, asserting that its unitary fee structure mitigates operational expenses concerns. The correspondence confirms that each fund will receive a separate proxy card.

Form Type: PRE 14A

Filing Date: 2024-10-18

Corporate Action: Acquisition

Type: New

Accession Number: 000089418924006270

Filing Summary: The document pertains to a preliminary proxy statement issued by the Trust for Professional Managers to solicit shareholder approval for the adoption of a new investment advisory agreement with Envestnet Asset Management, Inc. The advisory agreement is critical due to Envestnet's impending acquisition by Bain Capital Private Equity, which may trigger an automatic termination of the current advisory contract under the Investment Company Act of 1940. The proposed new agreement aims to maintain continuity in management and investor services for four funds: ActivePassive Core Bond ETF, ActivePassive Intermediate Municipal Bond ETF, ActivePassive International Equity ETF, and ActivePassive U.S. Equity ETF. A special meeting for shareholders is scheduled for January 8, 2025, where they will vote separately on this and an additional proposal for possible adjournments to solicit more votes. Shareholder approval is necessary for the new advisory agreement to take effect, but the transition is not expected to materially alter the services or costs for fund shareholders. The Trust's Board of Trustees, including a majority of independent trustees, has recommended approval of the new agreement.