UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ] Preliminary Information Statement
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Trust for Professional Managers
(Name of Registrant As Specified In Its Charter)
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PMC DIVERSIFIED EQUITY FUND
A SERIES OF TRUST FOR PROFESSIONAL MANAGERS
615 EAST MICHIGAN STREET
MILWAUKEE, WI 53202
____________________________
INFORMATION STATEMENT
NOTICE OF APPOINTMENT OF NEW SUB-ADVISER
A Notice of Internet Availability of this Information Statement is being mailed on or about February 18, 2015 to shareholders of record as of December 31, 2014 (the “Record Date”). The Information Statement is being provided to shareholders of the PMC Diversified Equity Fund (the “Fund”), a series of Trust for Professional Managers (the “Trust”), a Delaware statutory trust with principal offices located at 615 East Michigan Street, Milwaukee, WI 53202, in lieu of a proxy statement, pursuant to the terms of an exemptive order that the Fund, the Trust and the investment adviser to the Fund, Envestnet Asset Management, Inc. (the “Adviser”), received from the U.S. Securities and Exchange Commission (“SEC”) effective as of September 26, 2007. The exemptive order permits the Adviser, subject to approval of the Trust’s Board of Trustees (the “Board of Trustees” or the “Trustees”), to enter into or materially amend sub-advisory agreements without obtaining shareholder approval, subject to the condition that an Information Statement (or a Notice of Internet Availability of Information Statement) is provided to shareholders of the Fund. The Board of Trustees reviews the Fund’s sub-advisory agreements annually.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF
THIS INFORMATION STATEMENT
This Information Statement is available at www.investpmc.com.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The Fund will bear the expenses incurred with preparing and distributing this Information Statement. One Notice of Internet Availability of this Information Statement may be delivered to shareholders sharing the same address unless the Fund has received contrary instructions from a shareholder.
YOU MAY OBTAIN A COPY OF THE FUND’S MOST RECENT ANNUAL OR SEMI-ANNUAL REPORT TO SHAREHOLDERS, FREE OF CHARGE, BY VISITING THE FUND’S WEBSITE AT WWW.INVESTPMC.COM, BY WRITING TO THE FUND, C/O U.S. BANCORP FUND SERVICES, LLC, P.O. BOX 701, MILWAUKEE, WI 53201-0701, OR BY CALLING (TOLL-FREE) (866) PMC-7388.
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THE ADVISER AND ITS ADVISORY AGREEMENT
Pursuant to an Investment Advisory Agreement dated June 15, 2010 (the “Advisory Agreement”) with the Trust, the Adviser, an Illinois corporation headquartered at 35 East Wacker Drive, Suite 2400, Chicago, Illinois 60601, serves as the investment adviser to the Fund. The Advisory Agreement was last submitted to a vote of the shareholders of the Fund on June 11, 2010. Currently, the Advisory Agreement continues in effect from year to year only if such continuance is specifically approved at least annually by the Board of Trustees or by vote of a majority of the Fund’s outstanding voting securities and by a majority of trustees of the Trust who are not parties to the Advisory Agreement or interested persons of any such party, at a meeting called for the purpose of voting on the Advisory Agreement. The Advisory Agreement is terminable without penalty by the Trust on behalf of the Fund or by vote of a majority of the outstanding voting securities of the Fund, upon 60 days’ written notice when authorized either by a majority vote of the Fund’s shareholders or by a vote of a majority of the Board of Trustees, or by the Adviser upon 60 days’ written notice, and will automatically terminate in the event of its “assignment,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).
The Advisory Agreement provides that the Adviser, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations or duties under the Advisory Agreement, will not be subject to liability to the Trust or the Fund or any shareholder of the Fund for any act or omission in the course of, or in connection with, rendering services under the Advisory Agreement or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. In addition, each party to the Advisory Agreement is indemnified by the other against any loss, liability, claim, damage or expense arising out of the such indemnified party’s performance or non-performance of any duties under the Advisory Agreement, except in the case of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of it obligations and duties.
As compensation for its services, the Adviser receives the following management fee from the Fund:
| Management Fee (as a percentage of average daily net assets) | ||
| $500 million or less | More than $500 million but less than $1 billion | $1 billion or more |
| 0.950% | 0.925% | 0.900% |
From the Fund’s management fees, the Adviser pays each of the Fund’s sub-advisers a sub-advisory fee. The Adviser currently utilizes five sub-advisers, all of whom are currently active in managing the Fund. Under the Advisory Agreement, the Adviser monitors the performance of the sub-advisers on an ongoing basis. Factors the Adviser considers with respect to each sub-adviser include, among others:
| · | the qualifications of the sub-adviser’s investment personnel; |
| · | the sub-adviser’s investment philosophy and process; and |
| · | the sub-adviser’s long-term performance results. |
Each sub-adviser serves pursuant to a separate sub-advisory agreement between the Adviser and the sub-adviser under which the sub-adviser manages a portion of the Fund’s investment portfolio allocated to it by the Adviser, and provides related compliance and record-keeping services.
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BOARD APPROVAL AND EVALUATION OF THE NEW SUB-ADVISORY AGREEMENT
At a meeting of the Board of Trustees held on October 27, 2014 (the “October 2014 Meeting”), the Board of Trustees, including a majority of the trustees who are not “interested persons” of the Trust within the meaning of the 1940 Act (the “Independent Trustees”), reviewed the various factors relevant to its consideration of the investment sub-advisory agreement between the Adviser and Thomas White International, Ltd. (“TWI”) (the “Sub-Advisory Agreement”) and the Board of Trustees’ legal responsibilities related to such consideration. After analysis and discussions of the factors identified below, the Board of Trustees, including a majority of the Independent Trustees, approved the Sub-Advisory Agreement for an initial two-year term beginning on December 1, 2014.
Nature, Extent and Quality of Services Provided by TWI to the Fund: The Trustees considered the nature, extent and quality of services to be provided by TWI to the Fund. The Trustees considered TWI’s specific responsibilities in all aspects of day-to-day management of a portion of the Fund’s assets, as well as the qualifications, experience and responsibilities of Thomas S. White, Jr., Wei Li, Douglas M. Jackman, Jianzhong (John) Wu and Jinwen Zhang, who would serve as the portfolio managers for the segment of the Fund’s assets managed by TWI, and other key personnel at TWI. The Trustees concluded that TWI had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Sub-Advisory Agreement and that the nature, overall quality and extent of the management services to be provided to the Fund were satisfactory and reliable.
Investment Performance of TWI: In assessing the portfolio management services to be provided by TWI, the Board considered the qualifications, background and experience of the portfolio managers and the performance of a composite of other accounts managed by TWI using a similar strategy to that which would be applied to TWI’s segment of the Fund, compared to benchmark indices and to the performance of the sleeve of the Fund currently managed by another sub-adviser to the Fund. The Trustees concluded that the Fund and its shareholders were likely to benefit from TWI’s management.
Costs of Services Provided and Profitability to be Realized: The Trustees reviewed and considered the sub-advisory fees payable by the Adviser to TWI under the Sub-Advisory Agreement. Since TWI’s sub-advisory fees would be paid by the Adviser, the overall advisory fee paid by the Fund would not be directly affected by TWI’s sub-advisory fee. Consequently, the Trustees did not consider the costs of services to be provided by TWI or its profitability from its relationship with the Fund because the Trustees did not consider these factors as relevant. Based on all these factors, the Trustees concluded that the sub-advisory fees to be paid to TWI by the Adviser were reasonable in light of the services to be provided under the Sub-Advisory Agreement.
Extent of Economies of Scale to be Realized: Since the sub-advisory fees payable to TWI would not be paid by the Fund, the Trustees did not consider whether the sub-advisory fees should reflect any potential economies of scale that might be realized as the Fund’s assets increase.
Benefits Derived from the Relationship with the Fund: The Trustees considered the direct and indirect benefits that could be received by TWI from its association with the Fund. The Trustees concluded that the benefits that TWI may receive appear to be reasonable, and in many cases may benefit the Fund.
The recommendation to hire TWI was made by the Adviser in the ordinary course of its ongoing evaluation of its sub-advisers. Importantly, the recommendation to hire TWI to manage a portion of the Fund’s assets was based on an evaluation of the qualifications of TWI’s investment personnel, investment philosophy and process and long-term performance results, among other factors, including the Adviser’s analysis that TWI’s investment strategy is complementary to the investment strategy of Fund’s other sub-advisers.
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Conclusions: The Trustees considered all of the foregoing factors. In considering the Sub-Advisory Agreement, the Trustees did not identify any one factor as all-important, but rather considered all of these factors collectively in light of the Fund’s surrounding circumstances. Based on this review, the Trustees, including a majority of the Independent Trustees, concluded the approval of the Sub-Advisory Agreement, including the sub-advisory fees, would be in the best interests of the Fund and its shareholders.
INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT
The sub-advisory fees each sub-adviser receives for its services to the Fund are paid from the Adviser’s management fees. For the fiscal year ended August 31, 2014, for its services under its investment advisory agreement with the Trust, the Adviser received a management fee of 0.88% (net of fee waivers) of the average net assets of the Fund, computed daily and payable monthly. The Adviser has contractually committed to waive its management fees and/or reimburse expenses of the Fund to ensure that Total Annual Fund Operating Expenses (exclusive of front-end or contingent deferred loads, taxes, leverage, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividends or interest expenses on short positions, acquired fund fees and expenses or extraordinary expenses such as litigation) do not exceed 1.40% of the Fund’s average net assets through at least December 29, 2015. In addition, the Adviser may voluntarily agree to waive a portion of the management fees payable to it above and beyond any amount waived under such agreement.
For the fiscal year ended August 31, 2014, the Fund accrued management fees of $2,056,028. The Adviser waived $158,087 in management fees. The management fee after waiver was $1,897,941. The fees paid to sub-advisers are individually negotiated between the Adviser and each sub-adviser and may vary. The aggregate sub-advisory fees paid by the Adviser for the fiscal year ended August 31, 2014 were $953,053 or 0.44% of net assets.
The Sub-Advisory Agreement was approved by the Board of Trustees at the October 2014 Meeting for an initial term of two years beginning on December 1, 2014. Thereafter, continuance of the Sub-Advisory Agreement will require annual approval by the Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund, and the vote of a majority of the Trustees who are not parties to the Sub-Advisory Agreement and are Independent Trustees. The Sub-Advisory Agreement is terminable without penalty (i) by the Trust, on behalf of the Fund, by the Board of Trustees, by the Adviser or by the vote of a majority of the outstanding voting securities of the Fund, upon 60 days’ written notice to TWI, and (ii) by TWI upon 60 days’ written notice to the Fund and the Adviser. The Sub-Advisory Agreement provides that it will terminate automatically in the event of its “assignment” within the meaning of the 1940 Act, except as otherwise provided by applicable law or the exemptive order.
Other than the effective and renewal dates, and the rate of compensation paid by the Adviser to particular sub-advisers, the terms of the Sub-Advisory Agreement are substantially similar to the sub-advisory agreements between the Adviser and the other sub-advisers of the Fund. The Sub-Advisory Agreement provides that TWI, among other duties, will make all investment decisions for the portion of the Fund’s assets allocated to TWI as described in the Fund’s prospectus. TWI, subject to the supervision of the Board of Trustees and the Adviser, will conduct an ongoing program of investment, evaluation, and, if appropriate, sale and reinvestment of the portion of the Fund’s assets allocated to TWI. TWI also will perform certain other administrative and compliance-related functions in connection with the management of its allocated portion of the Fund’s assets.
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The Sub-Advisory Agreement provides that the Adviser will compensate TWI on the basis of current net assets of that portion of the Fund’s portfolio allocated to TWI. The Adviser compensates TWI from the management fees that it receives from the Fund. TWI generally will pay all expenses it incurs in connection with its activities under the Sub-Advisory Agreement, other than the costs of the Fund’s portfolio securities and other investments.
INFORMATION ABOUT THOMAS WHITE INTERNATIONAL, LTD.
TWI is a registered investment adviser located at 440 South LaSalle Street, Suite 3900, Chicago, IL 60605. TWI is an independent, employee-owned asset management firm with offices in Chicago and Bangalore, India, providing asset management offerings, covering international, global, and emerging markets mandates to mutual funds, separately managed accounts and institutional portfolios. As of September 30, 2014, TWI had $2.4 billion in assets under management.
The following table provides information on the principal executive officers and trustees of TWI:
| Name and Address* | Title and Principal Occupation |
| Thomas S. White, Jr. | Chief Executive Officer |
| Douglas M. Jackman | Executive Vice President |
| James R. Conner | Chief Compliance Officer |
* The principal mailing address of each individual is that of TWI’s principal offices as stated above.
Thomas S. White, Jr. is TWI’s principal shareholder by virtue of his greater than 75% ownership of TWI.
Thomas S. White, Jr., Wei Li, CFA, Ph.D., Jinwen Zhang, CFA, Ph.D., Douglas M. Jackman, CFA, and John Wu, Ph.D., CFA are the co-Portfolio Managers for the segment of the Fund’s assets managed by TWI.
Thomas S. White, Jr.
Thomas White is the President and Chief Investment Officer of TWI, which he founded in 1992. Mr. White has over 40 years of investment experience, commencing in 1966 when began his career at Goldman Sachs after graduating from Duke University. Mr. White previously served as a Managing Director of Morgan Stanley and was the CIO for the institutional value style portfolios and funds at Morgan Stanley Asset Management for 14 years.
Wei Li, CFA, Ph.D.
Dr. Li joined TWI in 1994 and is now its Director of Research. As the Assistant Chief Investment Officer of the TWI Investment Committee, Dr. Li participates in the review of each portfolio adjustment suggested by the firm’s security analysts. Dr. Li was earlier a research associate in Operations Research at Rensselaer Polytechnic Institute where he studied investments and finance. Prior to that, he was a postdoctoral Fellow at McGill University in Montreal. Dr. Li received his Ph.D. from Purdue University. Dr. Li is a native of Nanjing, China, where he received his BS and MS degrees from Nanjing Normal and Nanjing University.
Jinwen Zhang, CFA, Ph.D.
Dr. Zhang joined TWI in 1999 and is the Assistant Director of Research at TWI. She is responsible for companies in the healthcare industry both in the U.S. and internationally. As a senior member of the TWI Investment Committee, Dr. Zhang participates in the group’s review of portfolio adjustments recommended by security analysts at the firm. Prior to joining TWI, Dr. Zhang was a research scientist and instructor at Rush Medical College in Chicago. Earlier, Dr. Zhang was a researcher at the Chinese Academy of Science in Beijing. In the field of Biochemistry, Dr. Zhang has a BS from Beijing University and a Ph.D. from Iowa State University. Dr. Zhang also has an MBA from the University of Chicago in Finance and Accounting.
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Douglas M. Jackman, CFA
Doug Jackman joined TWI in 1995 and is the Director of the Institutional Department. Mr. Jackman joined the firm after graduating from the MBA program at the University of Chicago with a major in Finance and Accounting. Earlier, Mr. Jackman worked with Morgan Stanley in New York developing equity and FX trading systems. Mr. Jackman has a BA degree from the University of Chicago where he served as a research assistant at the Center for Research in Security Prices.
John Wu, Ph.D., CFA
Dr. Wu joined TWI in 1997 and is now a portfolio co-manager. Designing many of the firm’s industry-specific valuation techniques, Dr. Wu covers energy stocks in North America and Europe and emerging markets stocks in Eastern Europe and the Middle East. Dr. Wu left the firm in 2007 to work with Crabel, a hedge fund, and returned to his former position in 2009. Prior to TWI, Dr. Wu was a research assistant with the University of Wisconsin System Trust Fund. Earlier Dr. Wu worked at the Chinese Ministry of Nuclear Industry after receiving a BS in Nuclear Engineering from Tsinghua University in Beijing. Furthering his education in America, Dr. Wu earned a Ph.D. in Physics, and an MS in Finance, Banking and Investments from the University of Wisconsin.
Other Investment Companies Advised or Sub-Advised by TWI. TWI currently acts as an adviser to the following registered investment companies having similar investment objectives and policies to those of the Fund:
| Fund Name | Net Assets as of the Record Date | Advisory Fee |
| Thomas White International Fund | $813,416,466 | 0.85% |
| Thomas White Emerging Markets Fund | $82,000,594 | 0.85% |
| Thomas White American Opportunities Fund | $33,830,215 | 0.85% |
BROKERAGE COMMISSIONS
For the fiscal year ended August 31, 2014, the Fund paid $100,065 in brokerage commissions. No brokerage commissions were paid to any affiliated brokers.
For the fiscal year ended August 31, 2014, the Fund did not direct any brokerage transactions to a broker because of research services provided.
ADDITIONAL INFORMATION ABOUT PMC DIVERSIFIED EQUITY FUND
ADMINISTRATOR
U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Street, Milwaukee, WI 53202, serves as the administrator of the Fund.
PRINCIPAL UNDERWRITER
Foreside Fund Services, LLC, a subsidiary of the Foreside Financial Group, located at Three Canal Street, Suite 100, Portland, ME 04101, serves as the principal underwriter and distributor of the Fund.
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TRANSFER AGENT
U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Street, Milwaukee, WI 53202, provides transfer agency services to the Fund.
CUSTODIAN
U.S. Bank N.A., located at 1555 North River Center Drive, Suite 302, Milwaukee, WI 53212, provides custody services for the Fund.
FINANCIAL INFORMATION
The Fund’s most recent annual report and semi-annual report are available on request, without charge, by writing to PMC Diversified Equity Fund, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-0701 or calling (toll-free) (866) PMC-7388.
RECORD OF BENEFICIAL OWNERSHIP
A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of the Fund. A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledges the existence of control. Shareholders with a controlling interest could affect the outcome of voting or the direction of management of the Fund. For each control person listed that is a company, the jurisdiction under the laws of which the company is organized (if applicable) and the company’s parent entity are listed. As of the Record Date, the following shareholders were considered to be either a control person or principal shareholder of the Fund:
| Name and Address | Number of Shares | % of Ownership | Type of Ownership | Parent Company | Jurisdiction |
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 | 3,691,831.43 | 33.14% | Record | The Bank of New York Mellon Corporation | NY |
Charles Schwab & Co., Inc. Attn: Mutual Funds 211 Main Street San Francisco, CA 94105-1905 | 689,500.76 | 6.19% | Record | N/A | N/A |
As of the date of this Information Statement, the Board members and officers of the Trust as a group did not own any outstanding shares of the Fund.
SHAREHOLDER PROPOSALS
The Fund is not required to hold regular meetings of shareholders each year. Meetings of shareholders are held from time to time and shareholder proposals intended to be presented at future meetings must be submitted in writing to the Fund in reasonable time prior to the solicitation of proxies for the meeting.
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DELIVERY OF SHAREHOLDER DOCUMENTS
Only one copy of the Notice of Internet Availability of Information Statement and other documents related to the Fund, such as annual reports, proxy materials, quarterly statements, etc., is being delivered to multiple shareholders sharing an address, unless the Trust has received contrary instructions from one or more shareholders. Shareholders sharing an address who are currently receiving a single copy of such documents and who wish to receive a separate copy of such documents may make such request by contacting the Fund in writing at PMC Diversified Equity Fund, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-0701 or by calling (toll-free) (866) PMC-7388. Such copies will be delivered promptly upon request. Shareholders sharing an address who are currently receiving multiple copies of such documents and who wish to receive delivery of a single copy of such documents may make such request by contacting the Fund at the same address or telephone number.
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PMC DIVERSIFIED EQUITY FUND
A SERIES OF TRUST FOR PROFESSIONAL MANAGERS
615 EAST MICHIGAN STREET
MILWAUKEE, WI 53202
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT
February 18, 2015
This Notice presents only an overview of the more complete Information Statement that is available to you on the internet relating to the PMC Diversified Equity Fund (the “Fund”), a series of Trust for Professional Managers (the “Trust”). We encourage you to access and review all of the important information contained in the Information Statement.
The Fund and the Trust have made the following material available for view:
Information Statement
The Information Statement details the addition of a new sub-adviser to the Fund. Specifically, the Board of Trustees of the Trust (the “Board of Trustees”) has approved a new sub-advisory agreement on behalf of the Fund between Envestnet Asset Management, Inc. (“Envestnet”), the investment adviser to the Fund, and Thomas White International, Ltd.
Envestnet and the Trust have received an exemptive order (the “Manager of Managers Order”) from the U.S. Securities and Exchange Commission. This Manager of Managers Order permits Envestnet to enter into and materially amend sub-advisory agreements (with non-affiliated entities) with the approval of the Board of Trustees, including a majority of Trustees who are not parties to the agreement and are not interested persons, as defined in the Investment Company Act of 1940, as amended, of the parties to the agreement, without obtaining shareholder approval. The Manager of Managers Order requires that the Information Statement be provided to you.
By sending you this Notice, the Fund and the Trust are notifying you that they are making the Information Statement available to you online in lieu of mailing you a copy. You may print and view the full Information Statement on the Fund’s website at www.investpmc.com/solutions/portfolios/style-specific until at least May 19, 2015. You may request a paper or email copy of the Information Statement, free of charge, by contacting the Fund in writing at PMC Diversified Equity Fund, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI or by calling (toll-free) (866) PMC-7338 by May 19, 2015. If you do not request a paper or email copy by this date, you may not otherwise receive a copy.
If you want to receive a paper copy of the Information Statement, you must request one.
There is no charge to you for requesting a copy.