SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-12
THE JENSEN PORTFOLIO, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
The Jensen Portfolio, Inc.
2130 Pacwest Center
1211 SW Fifth Avenue
Portland, OR 97204-3721
Proxy Statement
For
Special Meeting of Shareholders
July 14, 2003
Enclosed in this package you will find:
Shareholder Letter.............................................................2
Shareholder Q&A................................................................4
Notice of Special Meeting......................................................6
Proxy Statement................................................................7
Proposal No. 1.................................................................8
To approve the Amended and Restated Articles of Incorporation for the
Fund and to provide for classification of shares
Proposal No. 2................................................................10
To approve the Amended and Restated Distribution Plan for the Fund
pursuant to Rule 12b-1 under the Investment Company Act of 1940
Appendix A........................................................Appendix A - 1
Amended and Restated Articles of Incorporation
Appendix B........................................................Appendix B - 1
Amended and Restated Distribution and Shareholder Servicing Plan
Proxy Card..............................................................Enclosed
The Jensen Portfolio, Inc.
2130 Pacwest Center
1211 SW Fifth Avenue
Portland, OR 97204-3721
June 6, 2003
Dear Jensen Portfolio Shareholder:
The Jensen Portfolio has continued to attract an ever increasing number of
new shareholders. As the Fund receives more recognition and attracts new
shareholders, we are better positioned to continue lowering the cost of
operating the Fund. Our goal, as always, is to enable shareholders to
participate in the ownership of companies of the highest quality in a mutual
fund with a low expense structure.
We continue to fashion an organization able to outsource critical tasks
such as marketing and shareholder services to established experts. The following
proposals are a continuation of these efforts.
|X| To approve the Amended and Restated Articles of Incorporation for the
Fund to provide for classification of the shares; and
|X| To approve the Amended and Restated Distribution and Shareholder
Servicing Plan for the Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940
A special meeting of shareholders will be held for the Fund at 5:00 p.m.,
Pacific Time, on Thursday, July 14, 2003, at the location noted on the enclosed
proxy statement. To help you review the issues you are being asked to consider
and approve, I would like to highlight the proposed changes.
Amending the Fund's Articles of Incorporation.
The Fund's existing Articles of Incorporation date back to the founding of
the Fund in 1992. The mutual fund marketplace has changed significantly in the
past 11 years and we have found it appropriate to make some changes to our
Articles to help make the Fund more competitive and shareholder friendly. The
major change to the articles is to allow for the formation of additional classes
of shares. We are proposing that two new classes of shares be created with
different fee structures and targeted shareholders. The two new classes are a
Class R (Retirement) shares targeted to the 401k marketplace and a Class I
(Institutional) shares that is targeted to institutions and individuals that are
willing to invest at least $1,000,000. The addition of these two new classes
will make the Fund more broadly available to new investors and provide for a
more balanced mix of shareholders. As a current owner your shares will now be
called Class J shares. The character and fee structure of Class J shares will
not change, however the expected new growth from the new classes will in the
long run help to reduce the cost of operating the Fund and improve performance
for all classes.
Approving a Combined Distribution and Shareholder Servicing Plan
With the addition of the two new classes it is necessary to revise the
existing Distribution Plan and Shareholder Servicing Plan. The revisions make
room for the new classes and add flexibility to the plans to make it easier to
meet the demands of the various new shareholders coming to the Fund. These
revisions will not increase the fees that Class J shares now pay under the
existing plans.
Remember, YOUR VOTE IS IMPORTANT! We want you to be part of the success of
The Jensen Portfolio.
To vote, you may use any of the following methods:
|X| By Mail: Please complete, date and sign your proxy card before mailing
it in the enclosed postage-paid envelope.
|X| By telephone: Have your proxy card available. Call the toll free
number on the proxy card. Enter your control number from your proxy
card. Follow the simple instructions.
|X| By Internet: Have your proxy card available. Go to the website shown
on the proxy card. Follow the simple instructions found on the
website.
Your prompt response will help avoid the cost of additional solicitation.
If you have any questions, please call 1-866-289-2462.
Sincerely,
/s/ VAL JENSEN
Val Jensen, Chairman
Shareholder Questions and Answers
Voting the Proposals under the Jensen Portfolio, Inc. Proxy Solicitation
Has the Board approved the Proposals?
Yes. The Board unanimously approved these proposals on May 12, 2003
and May 30, 2003, and recommends that you vote to approve each
proposal.
Why is the Fund having a Shareholder Meeting?
Under state law, the Fund must obtain your approval to amend the
Articles of Incorporation. Under federal law, the Fund must obtain
your approval to materially amend the Distribution Plan.
When and where will the Shareholder Meeting be held?
The Shareholder Meeting will be held on Monday, July 14, 2003 at the
Multnomah Athletic Club, 1849 SW Salmon Street, Portland, Oregon
97207-0390, at 5:00 p.m., Pacific Time. At this meeting, final votes
are cast and ballots are officially tabulated. Shareholders do not
need to attend the meeting in person, because the proxies named on
your ballot will cast your vote on your behalf. In order for your
ballots to be counted at this meeting please return your proxy card
promptly.
What proposals am I being asked to vote on?
The Board of The Jensen Portfolio, Inc. is recommending that
shareholders consider and approve two proposals for the Fund.
(1) Amend the Articles of Incorporation for the classification of
shares.
(2) Amend the Distribution Plan under Rule 12b-1 to provide more
flexibility and to reflect differences between the classification
of shares.
What is the purpose of voting to amend the Articles of Incorporation?
Shareholder approval of this proposal would allow the Fund the
opportunity to offer different share classes with varying expense
structures to a variety of shareholders. The purpose of adding
additional share classes would be to make the Fund available to a
broader array of investors through a variety of distribution channels.
Will my current shares be affected by the issuance of additional share classes?
As a current Jensen Portfolio shareholder, any new share class that
may be added in the future will not affect your shares, and you will
still have the opportunity to purchase shares of the Jensen Portfolio
on a no-load basis.
If my shares are not affected why is my vote necessary?
The current Articles of Incorporation of the Jensen Portfolio, Inc. do
not provide for more than one share class, so it is necessary for
current shareholders of the Fund to vote on this amendment.
Would the addition of a new share class offer any benefits to current
shareholders?
In the long run, multiple classes of shares should help broaden the
Fund's availability, increase assets in the Fund and ultimately lower
the per share operating expenses of the Fund, which are borne by all
investors, no matter which share class they own.
Why am I being asked to reapprove the Distribution Plan?
The Fund has combined its Distribution Plan together with its
Shareholder Servicing Plan to allow for more flexibility and easier
administration of the plans. There is no increase in fees or
additional costs to Class J shareholders under the combined plan.
Why should I vote on these proposals?
As part owner of the Fund, it is important that you have an
opportunity to vote on proposed changes in the Articles of
Incorporation. Lastly, it is important that as many shareholders as
possible be represented in the voting process. For this reason, Jensen
has retained the services of a professional proxy solicitor to help us
contact all Fund shareholders. If we do not receive a ballot from you,
it is possible that you will receive a call or letter from our
solicitor requesting you to vote.
Has the Board approved these proposals?
Yes, the Board of the Fund has reviewed the proposals and believes
they are in the best interests of the shareholders. They unanimously
recommend that you vote yes for all proposals before you.
How do I cast my vote?
For your convenience, you may vote your ballot in three ways:
|X| By Mail: Please complete, date and sign your proxy card before
mailing it in the enclosed postage-paid envelope.
|X| By Telephone: Have your proxy card available. Call the toll free
number on the proxy card. Enter your control number from your
proxy card. Follow the simple instructions.
|X| By Internet: Have your proxy card available. Go to the website
shown on the proxy card. Follow the simple instructions found on
the website.
Who do I call for more information?
As always, if you have questions about The Jensen Portfolio, Inc.,
including this proxy solicitation, please call us toll free at
1-866-289-2462 and one of our Investor Services Representatives will
be happy to help you.
The Jensen Portfolio, Inc.
2130 Pacwest Center
1211 SW Fifth Avenue
Portland, OR 97204-3721
Notice of Special Meeting of Shareholders
To Be Held July 14, 2003
To the Shareholders:
Notice is given that a Special Meeting of Shareholders of The Jensen Portfolio,
Inc. will be held at the Multnomah Athletic Club, 1849 SW Salmon Street,
Portland, Oregon 97207-0390 on Monday, July 14, 2003, at 5:00 p.m., Pacific
Time, for the following purposes:
|X| To approve the Amended and Restated Articles of Incorporation for the
Fund to provide for classification of shares;
|X| To approve the Amended and Restated Distribution and Shareholder
Servicing Plan for the Fund shares pursuant to Rule 12b-1 under the
Investment Company Act of 1940;
|X| To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Shareholders of record at the close of business on May 23, 2003 are entitled to
receive notice of and vote at the Fund's Special Meeting and any adjournment
thereof. You are entitled to cast one vote for each share and a fractional vote
for each fractional share that you own on the record date.
/s/ ROBERT G. MILLEN
--------------------
Robert G. Millen
Secretary
Portland, Oregon
June 6, 2003
Your vote is important. Whether or not you intend to attend the Meeting,
please fill in, date, sign and promptly return the enclosed proxy card in the
postage paid return envelope provided or vote by telephone or by Internet using
the instructions on the proxy card. By voting early, you will help avoid the
additional expense of further proxy solicitation and to ensure that a quorum
will be present at the meeting. Your proxy is revocable at any time before use.
The Jensen Portfolio, Inc.
2130 Pacwest Center
1211 SW Fifth Avenue
Portland, OR 97204-3721
Proxy Statement
GENERAL INFORMATION:
This Proxy Statement and form of proxy enclosed are furnished in connection
with a solicitation of proxies by the Board of the Jensen Portfolio, to be held
at the Multnomah Athletic Club, 1849 SW Salmon Street, Portland, Oregon
97207-0390 on Monday, July 14, 2003, at 5:00 p.m., Pacific Time, for the
purposes described in the accompanying Notice of Special Meetings of
Shareholders. For your convenience, we have divided this proxy statement into
four parts:
Part 1 -- An Overview
Part 2 -- The Proposals
Part 3 -- More on Proxy Voting
Part 4 -- Additional Information
Your vote is important! You should read the entire proxy statement before
voting. If you have any questions, please call the Fund at 1-866-289-2462. Even
if you sign and return the accompanying proxy card, you may revoke it by giving
written notice of such revocation to the Secretary of the Fund prior to the
Meeting or by delivering a subsequently dated proxy card or by attending and
voting at the Meeting in person. Management of the Fund ("Management") expects
to solicit proxies principally by mail, but Management, or agents appointed by
Management, may also solicit proxies by telephone or personal interview.
Georgeson Shareholder Communications, Inc. has been retained to serve as the
Fund's proxy solicitor. If solicitation is required, Georgeson Shareholder
Communications, Inc. will be paid proxy solicitation fees between $20,000 and
$200,000. The costs of solicitation will be borne equally by the Fund and
Management. If the Fund records votes by telephone or Internet, it will use
procedures designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting of their shares in accordance with their
instructions, and to confirm that their instructions have been properly
recorded. Proxies voted by telephone or Internet may be revoked at any time
before they are voted in the same manner that proxies voted by mail may be
revoked.
We began mailing this Notice of Annual Meeting, Proxy Statement and Proxy
Card to shareholders of record on or about June 13, 2003.
The Fund is required by federal law to file reports, proxy statements and
other information with the Securities and Exchange Commission (SEC). The SEC
maintains a website that contains information about the Fund (www.sec.gov). Any
such proxy material, reports and other information can be inspected and copied
at the public reference facilities of the SEC, 450 Fifth Street, N.W.,
Washington DC 20549. Copies of such materials can be obtained from the Public
Reference Branch, Office of Consumer Affairs and Information Services of the SEC
at 450 Fifth Street, N.W., Washington DC 20549, at prescribed rates.
A copy of the Fund's Annual Report for the fiscal year ended May 31, 2002
has been included with this mailing. For an additional free copy of the Fund's
Annual Report for the fiscal year ended May 31, 2002, and the Fund's Semi-Annual
Report for the six months ended November 30, 2002, call (800) 992-4144 or write
to The Jensen Portfolio c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701,
Milwaukee, Wisconsin, 53201-0701. These reports are also available on the SEC's
website, www.sec.gov.
PART 1 - AN OVERVIEW
This Proxy Statement is being furnished by the Board in connection with the
solicitation of proxies by the Board for use at the Special Meeting of its
shareholders, or any adjournment thereof, to be held at the Multnomah Athletic
Club, 1849 SW Salmon Street, Portland, Oregon 97207-0390 on Monday, July 14,
2003, at 5:00 p.m., Pacific Time.
The Board has fixed the close of business on May 23, 2003 as the record
date (the "Record Date") for determining the shareholders who are entitled to
notice of the Meeting and to vote their shares at the Meeting or any
adjournments or postponements thereof. Shareholders are entitled to cast one
vote for each full share and a fractional vote for each fractional share they
own on the Record Date.
The Fund is a registered investment company organized as an Oregon
corporation. The Fund's mailing address is The Jensen Portfolio c/o U.S. Bancorp
Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin, 53201-0701. The Fund
commenced operations on August 3, 1992.
PART 2 - THE PROPOSALS
Proposal No. 1:
To Approve the Amended and Restated Articles of Incorporation
for the Fund to Provide for Classification of Shares
General Information
A mutual fund is required to organize under the laws of a state and to
create and be bound by organizational documents that outline how it will
operate. The Fund is organized as an Oregon corporation and is governed by its
Articles of Incorporation (the "Current Articles"). The Fund's Current Articles
now provide for the issuance of only one class of shares, with each share of the
class representing an equal proportionate interest in the Fund. The Fund's Board
of Directors (the "Board") recommends that its Current Articles be amended to
permit the Board, without further shareholder action, to cause to be authorized
one or more additional classes of shares with the characteristics, rights or
privileges as the Board may determine, to the extent permitted under the
Investment Company Act of 1940 (the "1940 Act"). If this proposal is approved,
the Board will be provided with the ability to enhance the Fund's flexibility to
sell its shares to the various categories of investors present in today's
marketplace. Under proposals currently being considered by the Board, issuance
of additional classes will not affect your shares or your ability to purchase
shares on a no-load basis in the future.
Adoption of this proposal is intended to allow the Fund:
|X| a greater opportunity to distribute the Fund's shares;
|X| to maintain its competitive position in relation to other funds that
have similar multi-class distribution arrangements; and
|X| to enable investors to choose the purchasing method that best suits
their individual situations, thereby attracting additional investments
from current shareholders and new investors by offering investment
flexibility.
To the extent additional classes are authorized for the Fund and the Fund
thereby attracts additional investments, use of multiple share classes may
result in some reduction in annual expenses per share for existing Fund
shareholders.
The Board expects to review various distribution strategies that
contemplate the use of different classes of shares by the Fund. If shareholders
of the Fund approve this proposal, the Board could thereafter institute a class
structure for the Fund allowing it to issue multiple classes of shares to
different categories of investors. In general, the shares of each class would be
identical in all respects except that the allocation of distribution,
administrative, support service will be specific to each class. This would
provide the Fund the flexibility to better tailor its methods of marketing,
administering, and distributing shares to the needs of particular investors. For
example, certain investors prefer to purchase shares of a mutual fund through a
financial adviser. Often that financial adviser is compensated for the advice it
provides the investor. Many mutual funds compensate the financial intermediary
to the extent the financial intermediary directs investments into such mutual
Funds. The Fund is not available now to many of these types of investors because
it is unable to provide this compensation to financial intermediaries.
All classes would represent the same interest in the Fund and have
identical voting, dividend, liquidation, and other rights, except that the
shares of a class may be subject to special charges and expenses (including, but
not limited to, front-end and deferred sales charges, expenses under Rule 12b-1
plans, administration plans, service plans, or other plans or arrangements,
however designated) as approved from time to time by the Board and, if required
by the 1940 Act or other law, the shareholders of the affected class. The
charges and expenses applicable to a class of shares may differ from those
applicable to another class within the Fund. If this Proposal is approved, the
outstanding shares of the Fund will be redesignated as "Class J Common Stock"
with rights and privileges identical to the Fund's existing shares.
In addition to amending the Current Articles to authorize the issuance of
additional classes of shares, in this Proposal the Board is asking shareholders
to approve a restatement of the Fund's Current Articles. The Board has
determined that it is in the best interest of the Fund and its shareholders to
amend and restate the Current Articles. The form of Amended and Restated
Articles of Incorporation (the "Proposed Articles") is included with this proxy
statement as Appendix A. The Fund will remain an Oregon corporation, and the
Proposed Articles will continue to be governed by Oregon law. In addition, the
operations of the Fund will remain subject to the 1940 Act and its related
rules.
The Differences between the Current Articles and the Proposed Articles
The following discussion summarizes the material differences between the
Current Articles and the Proposed Articles. The Proposed Articles also contain
changes that are not material and are not described here. Please review the
entire Proposed Articles before you decide how to vote on this proposal.
Classes. Under the Proposed Articles, the Board will have the ability to
classify authorized but unissued shares of the Fund into multiple classes with
different sales charge and distribution financing alternatives as they deem
appropriate and in the best interests of the Fund's shareholders. Proceeds of
sales of all classes of shares issued by the Fund will be invested together in a
common investment portfolio in which the Fund is invested.
Authorized Shares of Capital Stock. The Fund is now authorized to issue 100
million shares of common stock. Under Oregon law, the Board has the authority to
decrease or increase the number of shares authorized for issuance without
shareholder approval. If the Proposed Articles are approved, the Fund will be
authorized to issue five billion shares of common stock to be designated as
follows: two billion shall be designated as Class J shares, one billion shall be
designated as Class I shares, one billion shall be designated as Class R shares
and one billion shall be left undesignated. All authorized common shares of the
Fund will be issuable at any time without further authorization from the
shareholders. The holder of each share of common stock will continue to have
equal voting rights in relation to the holder of other shares of common stock of
the Fund.
Voting Rights. If the Proposed Articles are approved, all shares of the
Fund then issued and outstanding and entitled to vote--irrespective of
class--will be voted in the aggregate and not by class on any matter submitted
to a vote of shareholders of the Fund, except when otherwise required by Oregon
law or the 1940 Act (in which case shares will be voted by individual class) or
when the matter affects only a particular class (in which case only the affected
class will vote).
Amendments. Unless a corporation's articles of incorporation provide
otherwise, an amendment to a corporation's articles of incorporation are
approved if the votes cast in favor of the amendment exceed the votes case
against the amendment at a meeting at which a quorum is present. Under the
Current Articles, any amendment must be approved by a majority of the
outstanding shares of the Fund. The Board believes it is in the Fund's best
interest to change the voting threshold for approving future amendments to the
Fund's Articles of Incorporation. Accordingly, if the Proposed Articles are
approved, any future amendment to the Proposed Articles will require that the
votes cast in favor of the amendment exceed the votes cast against the amendment
at a meeting at which a quorum is present.
Director and Officer Liability and Indemnification. Oregon law allows a
corporation to eliminate or limit personal liability of directors for monetary
damages for conduct as a director, but the corporation may not eliminate
liability for
o any breach of the director's duty of loyalty to the corporation or its
shareholders,
o actors or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
o any unlawful distribution to shareholders, and
o any transaction from which the director derived an improper benefit.
The Current Articles and Proposed Articles eliminate personal liability of the
Fund's directors for conduct as a director except as prohibited by Oregon law or
the 1940 Act.
Oregon law also provides for mandatory indemnification (unless limited by
the corporation's articles of incorporation) of directors against reasonable
expenses incurred in connection with an action, suit or proceeding with respect
to which the director is successful in defending. This mandatory indemnification
also extends to officers, employees and agents unless the corporation's articles
of incorporation provide otherwise. The Current Articles and the Proposed
Articles provide for mandatory indemnification of directors, officers, employees
and agents against reasonable expenses incurred in a proceeding.
In addition, a corporation is permitted to indemnify an individual made, or
threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative, investigative, or other (including an action or
proceeding by or in the right of the corporation) because the individual is or
was an officer, director, employee or agent of the corporation against liability
(including obligations to pay a judgment, settlement, penalty, fine and expenses
of counsel) incurred in the proceeding if
o the person's conduct was in good faith,
o the person reasonably believed his conduct was in the best interests
of the corporation or at least not opposed to its best interests, and
o in a criminal proceeding, the person had no reasonable cause to
believe his or her conduct was unlawful.
Under the Current Articles and Proposed Articles, directors, officers, employees
and agents of the Fund are and will be indemnified to the fullest extent not
prohibited by law, including the 1940 Act.
Oregon law also permits a corporation to grant a right of indemnification
in respect of any proceeding by or in right of the corporation against the
reasonable expenses (including attorneys' fees) incurred if the person concerned
acted in good faith and in a manner the person reasonably believed to be in or
at least not opposed to the best interests of the corporation, except that no
indemnification may be granted is such person is adjudged to be liable to the
corporation unless permitted by a court. The Current Articles and Proposed
Articles provide for such indemnification to directors, officers, employees and
agents of the Fund.
An Oregon corporation may pay for or reimburse the reasonable expenses
incurred by an individual in defending a proceeding in advance of the
proceeding's final disposition if the person receiving the advance furnishes to
the corporation (i) a written affirmation of this or her good faith belief that
he or she has met the prescribed standard of conduct and (ii) a written
undertaking to repay the advance if it is determined that the person did not
meet the standard of conduct. The Current Articles do not provide for the
mandatory reimbursement or advancement of expenses to any person. Under the
Proposed Articles, any person who is made a party to an action, suit or
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the Fund will be reimbursed for reasonable expenses (or the
Fund may pay the expenses) incurred in advance of the final disposition of any
proceeding provided the person furnishes the Fund with the written affirmation
and undertaking discussed above.
The indemnification provisions of the Current Articles will apply to any
acts of the Fund's officers and directors committed prior to the time the
Proposed Articles are approved by shareholders of the Fund and filed with the
Secretary of the State of Oregon.
Required Vote on Proposal 1
Approval of Proposal 1 requires the affirmative vote of a majority of the
outstanding shares of the Fund.
The Board recommends that you vote "FOR" Proposal No. 1.
Proposal No. 2:
To Approve the Amended and Restated Distribution Plan for the Fund
Pursuant to Rule 12b-1 under the Investment Company Act of 1940
Introduction
The Board, including a majority of the independent directors, none of whom
has any direct or indirect financial interest in the proposed Plan, are asking
shareholders of the Fund to approve an Amended and Restated Distribution and
Shareholder Servicing Plan ("Restated Distribution Plan") for the Fund pursuant
to Rule 12b-1 under the 1940 Act. The SEC has interpreted the 1940 Act as
providing that the Fund may not finance, directly or indirectly, activities that
are primarily intended to result in the sale of its own shares, unless a plan
under Rule 12b-1 for that financing has been approved by the independent
directors and the shareholders of the Fund. A copy of the proposed Amended and
Restated Distribution and Shareholder Servicing Plan is attached to this Proxy
Statement as Appendix B.
Proposed Restated Distribution Plan
The proposed Restated Distribution Plan provides for combined payment of
marketing and shareholder servicing expenses of up to 0.25% of average daily net
assets for Class J (there are no additional costs for Class J under the Restated
Distribution Plan) and 0.50% of average daily net assets for Class R. Class I
shares will have a separate Shareholder Servicing Plan under which it may assess
a fee of up to 0.10% of average daily net assets. That Plan is not guided by
Rule 12b-1 and is not discussed in this Proxy Statement.
Payments to the Fund's distributor (the "Distributor"), in accordance with
the Restated Distribution Plan would be made pursuant to a distribution
agreement to be entered into by the Fund and the Distributor. Any payments made
by the Distributor to other brokers or administrators with funds received as
compensation under the Restated Distribution Plan would be made pursuant to
sub-agreements entered into by the Distributor and each such broker or
administrator. The Distributor would have the right to select, in its sole
discretion, the brokers and administrators to participate in the Restated
Distribution Plan and to terminate without cause and in its sole discretion any
agreement entered into by the Distributor and a broker or administrator.
The purpose of the Restated Distribution Plan is to attract additional
shareholders into the Fund and thereby help increase the asset levels of the
Fund. This in turn helps to reduce the expense ratios of the Fund to the extent
that such expense ratios are affected by costs that are not tied to asset
levels. This is accomplished by attracting the interest of the broadest spectrum
of financial intermediaries in marketing shares of the Fund to the public. A
Restated Distribution Plan provides a method of reimbursing such firms for their
marketing and distribution expenses, including selling commissions that they
offer to their financial consultants.
Other Provisions of the Proposed Restated Distribution Plan
All material amendments to the proposed Restated Distribution Plan must be
approved by a vote of the Board and the independent directors, cast in person at
a meeting called for the purpose of voting on such amendment. The Restated
Distribution Plan may not be amended in order to materially increase the costs
that the Fund may bear for distribution pursuant to the Restated Distribution
Plan without being approved by the affirmative vote of a majority of the
shareholders of the Fund.
Effectiveness of the Proposed Distribution Plan
If approved by shareholders, the proposed Restated Distribution Plan will
become effective on or about August 1, 2003 or as soon as practicable
thereafter, and will remain in effect for a period of one year from its
effective date. It may be continued thereafter if it is approved at least
annually by a majority of the Fund's Board and a majority of the independent
directors, cast in person at a meeting called for the purpose of voting on the
continuance of the Restated Distribution Plan. If the Restated Distribution Plan
is approved by shareholders at the meeting, the Fund's Prospectus and Statement
of Additional Information will be amended or supplemented to reflect the
changes.
Evaluating the Distributor
For so long as the Restated Distribution Plan remains in effect, the
Distributor must prepare and furnish to the Board on a quarterly basis, and the
Board will review, a written report of the amounts expended under the Restated
Distribution Plan and the purpose for which such expenditures were made. In
addition, while the distribution Plan is in effect, the selection and nomination
of independent directors will be at the discretion of the independent directors
then in office.
Comparison of Fees
The table below describes the fees and expenses that you would pay if you
buy and hold shares of the different classes of the Fund.
SHAREHOLDER FEES
(fees paid directly from your investment)
None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Class J Class R Class I
Management Fees 0.50% 0.50% 0.50%
Distribution and Service (12b-1) Fees (1) 0.25% 0.50% None
Other Expenses TBD (2) TBD (2) TBD (3)
Total Annual Fund Operating Expenses TBD TBD TBD
=== === ===
- -----------------
(1) Class J assesses a Distribution and Shareholder Servicing fee of 0.25% of
average daily net assets. Class R assesses a Distribution and Shareholder
Servicing fee of 0.50% of average daily net assets. Class I does not have a
Distribution and Shareholder Servicing Plan.
(2) Other Expenses for Classes J and R include custodian, transfer agency, and
other customary Fund expenses not listed above which are based on the
previous year's expenses.
(3) Other Expenses for Class I include: (a) custodian, transfer agency, and
other customary Fund expenses not listed above which are estimated to total
0.15% of average daily net assets; and (b) an annual shareholder servicing
fee of up to 0.10% of average daily net assets for Class I shares.
The Evaluation by the Board
In determining to recommend the adoption of the Distribution Plan, the
independent directors considered a variety of factors, including:
|X| The nature of the circumstances making a Distribution Plan
appropriate;
|X| The nature and amount of expenditures, the relationship of the
expenditures to the overall cost structure of the Fund, the nature of
the anticipated benefits and the time it will take for the benefits to
be achieved;
|X| The relationship between the Distribution Plan and the activities of
any person who finances or has financed distribution of the Fund's
shares, including whether any payments by the Fund to such other
person are made in such a manner as to constitute the indirect
financing of the distribution by the Fund;
|X| The possible benefits of the plan to any other person relative to
those expected to inure to the Fund;
|X| The effect of the Distribution Plan on existing shareholders; and
|X| Whether the Distribution Plan will produce the anticipated benefits
for the Funds and their shareholders.
Based on its review and consideration of the factors listed above, in
particular the minimal costs under the Distribution Plan compared to the
expected benefits to the Fund from having more assets, the Board concluded that
there is a reasonable likelihood that the proposed Distribution Plan will
benefit the Fund and its shareholders.
Required Vote on Proposal 2
Approval of the Distribution Plan requires the affirmative vote of the
holders of (i) 67% of the Fund's voting securities, as defined in the 1940 Act,
present and entitled to vote at the Meeting, if the holders of more than 50% of
the Fund's outstanding voting securities are present or represented by proxy at
the Meeting or (ii) a majority of the Fund's outstanding voting securities,
whichever is less.
The Board recommends that you vote "FOR" Proposal No. 2.
Other Matters:
The Board knows of no other matters to be presented at the Meeting other
than those set forth in this Proxy Statement. If, however, any other business
should properly come before the Meeting, the persons named on the accompanying
proxy card will vote on such matters in accordance with their best judgment.
Part 3 - More on Proxy Voting:
Record Date
Only shareholders of record of the Fund at the close of business on the
Record Date, May 23, 2003, are entitled to receive notice of the Meeting and may
vote at the Meeting. As of the close of business on May 23, 2003,
69,296,589.1740 shares of Common Stock of the Fund were issued and outstanding.
Each share is entitled to one vote at the Meeting and each fractional share is
entitled to a fractional vote. To the knowledge of the Fund, no person is the
beneficial owner of more than 5% of the Fund's outstanding shares, except as
follows:
- ----------------------------------- ------------------- ------------------------
Fund Name and Percent of Outstanding
Shareholder Name and Address No. of Shares Owned Shares Owned
- ----------------------------------- ------------------- ------------------------
Charles Schwab & Co., Inc. 31,164,728.663 44.97%
Reinvest Account
Special Custody Account
for the Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
- ----------------------------------- ------------------- ------------------------
National Financial Services LLC 11,615,760.501 16.76%
Custody for the benefit
of its Customers
Attn: Mutual Funds Department,
5th Floor
One World Financial Center
200 Liberty Street
New York, NY 10281-1003
- ----------------------------------- ------------------- ------------------------
Pershing LLC 6045,544.643 8.72%
Attn: Wing Liang
Mutual Fund Trading Manager
P.O. Box 2052
Jersey City, NJ 07303-2052
- ----------------------------------- ------------------- ------------------------
JP Morgan Chase Trust 5,648,470.196 8.15%
For the Benefit of Federal
Reserve Employee Benefit System
Thrift Plan
Attn: Claudette Anthony
3 Chase Metrolich Center, 5th Floor
Brooklyn, NY 11245-0001
- ----------------------------------- ------------------- ------------------------
Voting of Proxies
Whether you expect to be personally present at the Meeting or not, please
vote your proxy. You may submit the proxy: (1) by mail, by marking, signing,
dating and returning the enclosed proxy card in the enclosed postage-paid
envelope; (2) by telephone at the number shown on the proxy card; or (3) by
Internet as shown on the proxy card. Properly executed proxies will be voted as
you instruct. If no choice is indicated, proxies will be voted "FOR" Proposals 1
and 2 as set forth in the Notice and in the discretion of the persons named as
proxies on such matters that may properly come before the Meeting. Any
shareholder giving a proxy has the power to revoke it at any time before the
Meeting by advising the Secretary of the Fund in writing (by subsequent proxy or
otherwise) of such revocation at any time before it is voted, or by attending
the Meeting and voting in person. Attendance by a shareholder at the Meeting
does not, in itself, revoke a proxy. If not so revoked, the shares represented
by the proxy will be voted at the Meeting and any adjournments thereof, as
instructed.
Quorum
Under the Fund's Bylaws, a quorum of shares will be present at the Meeting
if more than 50% of the outstanding shares of the Fund are present in person or
by proxy. All proxies that are duly signed by a shareholder will be counted
towards establishing a quorum, regardless of whether the shareholder has
instructed the proxy as to how to vote, including proxies returned by brokers
for shares held by brokers as to which no voting instructions are indicated
("Broker non-votes"). Broker non-votes and abstentions will have the effect of a
"No" vote on any particular proposal being presented.
If a quorum is not present at the Meeting for the Fund, or if a quorum is
present at the Meeting but sufficient votes to approve one or more of the
proposed items are not received, or if other matters arise requiring shareholder
attention, the persons named as proxy agents may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
present at the Meeting or represented by proxy. When voting on a proposed
adjournment, the persons named as proxy agents will vote FOR the proposed
adjournment all shares that they are entitled to vote with respect to each item,
unless directed to vote AGAINST the item, in which case such shares will be
voted AGAINST the proposed adjournment with respect to that item. A shareholder
vote may be taken on one or more of the items in this Proxy Statement prior to
such adjournment if sufficient votes have been received and it is otherwise
appropriate.
If you do not expect to attend the Meeting,
please sign your Proxy Card promptly and return it in the
enclosed envelope to avoid unnecessary expense and delay.
No postage is necessary.
PART 4 - ADDITIONAL INFORMATION
Submission of Certain Shareholder Proposals
The Fund is not required to hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send their written proposals to Robert G. Millen,
Secretary of the Fund, c/o U.S. Bancorp Fund Services, LLC, 615 East Michigan
Avenue, Milwaukee, Wisconsin 53202.
Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees
Please advise the Fund, in care of Robert G. Millen, Secretary of the Fund,
c/o U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee,
Wisconsin 53202, whether other persons are beneficial owners of shares for which
proxies are being solicited and, if so, the number of copies of the Proxy
Statement and Annual and/or Semi-Annual Reports you wish to receive in order to
supply copies to the beneficial owners of the respective shares.
Your vote is important. Whether or not you intend to attend the Meeting,
please fill in, date, sign and promptly return the enclosed proxy card in the
postage paid return envelope provided or vote by telephone or by Internet using
the instructions on the proxy card. By voting early, you will help avoid the
additional expense of further proxy solicitation and to ensure that a quorum
will be present at the meeting. Your proxy is revocable at any time before use.
By Order of the Board,
/s/ ROBERT G. MILLEN
Robert G. Millen, Secretary
June 6, 2003
Appendix A
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
THE JENSEN PORTFOLIO, INC.
ARTICLE I
NAME
The name of the corporation is The Jensen Portfolio, Inc. (the "Corporation").
ARTICLE II
PURPOSE
The purposes for which the Corporation is organized are:
A. To conduct and carry on the business of an open-end investment company
of the management type under the Investment Company Act of 1940.
B. To engage in any other lawful activity for which corporations may be
organized under the Oregon Business Corporation Act, as amended from time to
time (the "Act").
ARTICLE III
AUTHORIZED STOCK; SALE AND ISSUANCE OF SHARES
A. The Corporation is authorized to issue 5,000,000,000 shares of Common
Stock.
B. The Board of Directors is authorized, subject to limitations prescribed
by the Act, the Investment Company Act of 1940, as amended from time to time,
and the rules and regulations thereunder (the "1940 Act") and the provisions of
this Article, to provide for the issuance of shares of Common Stock in classes,
to establish from time to time the number of shares to be included in each
class, including increases in the authorized number of shares of that class
pursuant to Section 60.434(6) of the Act, and to determine the designations,
relative rights, preferences and limitations of the shares of each class.
Without limiting the foregoing, the shares of each class may be subject to
charges and expenses (including by way of example, but not by way of limitation,
redemption fees or fees for administration plans, service plans, or other plans
or arrangements, however designated), which charges and expenses may differ from
those applicable to another class, and all of the charges and expenses to which
a class is subject shall be borne by that class and shall be appropriately
reflected, in the manner determined by the Board of Directors, in determining
the net asset value of, the amounts payable with respect to dividends and
distributions on, and redemptions or liquidations of the class. Subject to
compliance with the requirements of the 1940 Act, the Board of Directors shall
have the authority to provide that shares of any class shall be convertible
(automatically, optionally or otherwise) into shares of one or more other
classes in accordance with the requirements and procedures established by the
Board of Directors.
C. Holders of Common Stock shall have the following rights (unless provided
otherwise by the Board of Directors with respect to any class at the time it is
established and designated):
(1) Voting. On each matter submitted to a vote of the shareholders,
each holder of shares of Common Stock shall be entitled to one vote for
each share held, irrespective of the class, and all shares of all classes
shall vote as a single class ("Single Class Voting"); provided, however,
that (a) as to any matter with respect to which a separate vote of any
class is required by the Act or by the 1940 Act, such requirement as to a
separate vote by that class shall apply in lieu of Single Class Voting; (b)
if the separate vote requirement referred to in clause (a) above applies
with respect to one or more classes, then, subject to clause (c) below, the
shares of all other classes shall vote as a single class; and (c) as to any
matter which does not affect the interest of a particular class, only the
holders of shares of the one or more affected classes shall be entitled to
vote.
(2) Dividends and Distributions.
(a) The holders of each class of Common stock shall be entitled
to dividends if, as and when authorized by the Board of Directors.
(b) No dividend, distribution, subdivision, combination or
reclassification of any class of Common Stock shall occur unless a
like dividend, distribution, subdivision, combination or
reclassification is made with respect to all other classes of Common
Stock then outstanding; provided that any charges and expenses that
apply to one or more classes shall be reflected in the amount of
dividends or distributions made to those classes.
(3) Liquidation. On dissolution and liquidation of the Corporation,
whether voluntary or involuntary, the holders of each class of Common Stock
shall be entitled to receive, pro rata, any remaining assets of the
Corporation; provided that any charges and expenses that apply to one or
more classes shall be reflected in the amount of distributions made to
those classes.
D. There is hereby established (i) a class of shares of Common Stock of the
Corporation, designated "Class J Common Stock," to consist of 2,000,000,000
shares of Common Stock, (ii) a class of shares of Common Stock of the
Corporation, designated "Class I Common Stock," to consist of 1,000,000,000
shares of Common Stock, and (iii) a class of shares of Common Stock of the
Corporation, designated "Class R Common Stock," to consist of 1,000,000,000
shares of Common Stock. Upon filing of these Amended and Restated Articles of
Incorporation with the Secretary of State of the State of Oregon, each share of
Common Stock then outstanding shall become one fully paid and nonassessable
share of Class J Common Stock. Prior to the issuance by the Corporation of any
shares of a class of Common Stock other than Class J Common Stock, any reference
by the Corporation or its officers, directors, employees or agents to "Common
Stock" shall be deemed a reference to Class J Common Stock.
E. The shares of Class I Common Stock and Class R Common Stock classified
hereby shall have the relative rights, preferences, and limitations as set forth
elsewhere in these Articles with respect to Common Stock generally, shall be
subject to the charges and expenses imposed by the Board of Directors pursuant
to a plan adopted under Rule 18f-3 (or successor or similar provision) under the
1940 Act and disclosed in the registration statement of the Corporation on Form
N-1A (or any successor form) filed with the Securities and Exchange Commission,
including the Corporation's prospectus and Statement of Additional Information
as amended from time to time, in effect at the time such shares are issued (the
"Registration Statement").
ARTICLE IV
DIVIDENDS; REDEMPTIONS
A. Except as otherwise provided in this Article, a shareholder may require
the Corporation to redeem all or any part of shares of the Corporation upon
deposit of the shares for redemption, in the manner and in accordance with the
conditions prescribed by the Board of Directors. Shares deposited for redemption
shall be redeemed by the Corporation at the redemption price for the shares as
determined in the manner set out in this Article.
B. The redemption price per share shall be the net asset value per share of
that class, as determined by or under the direction of the Board of Directors,
less the redemption fee or other charge, if any, fixed by the Board of Directors
in accordance with the 1940 Act. The net asset value per share shall be
determined on all days on which the New York Stock Exchange is open for business
and at such other time or times as the Board of Directors designates, unless
such determination is suspended.
C. Net asset value per share of a class shall be determined by dividing the
value of the net assets of that class (the value of the securities and other
assets attributable to that class less the liabilities attributable to that
class) by the total number of shares of that class outstanding, all as
determined by or under the direction of the Board of Directors in accordance
with generally accepted accounting principles and the 1940 Act.
D. The Board of Directors may suspend the determination of net asset value
for all or any part of any period (i) during which the New York Stock Exchange
is closed other than customary weekend and holiday closings, (ii) during which
trading on the New York Stock Exchange is restricted, (iii) during which an
emergency exists as a result of which (a) the disposal by the Corporation of
investments owned by it is not reasonably practicable or (b) it is not
reasonably practicable for the Corporation fairly to determine the value of its
assets, or (iv) as the federal Securities and Exchange Commission or any
successor governmental authority may by order permit for the protection of
shareholders of the Corporation. Whenever the Board of Directors, by declaration
or resolution, has suspended the determination of net asset value pursuant to
this Article, the right of any shareholder to require the Corporation to redeem
shares shall be likewise suspended, despite deposit before suspension. When a
suspension is in effect, any shareholder may withdraw certificates from deposit
or may leave them on deposit, in which case the redemption price shall be the
net asset value next determined after the suspension is terminated.
E. In determining for the purposes of this Article the total value of the
assets of the Corporation, investments and any other assets of the Corporation
shall be valued in the manner determined from time to time by the Board of
Directors.
F. The right of any holder of shares redeemed by the Corporation to receive
dividends or distributions thereon and all other rights of such holder with
respect to such shares shall terminate when the redemption price of the shares
is determined, except for the right of the holder to receive (i) the redemption
price of the shares from the Corporation in accordance with the provisions
hereof and (ii) any dividend or distribution to which the holder had previously
become entitled as the record holder of shares on the record date for the
dividend or distribution.
G. Payment of the redemption price by the Corporation may be made either in
cash or in securities or other assets at the time owned by the Corporation, or
partly in cash and partly in securities or other assets at the time owned by the
Corporation. Any payment to be made in securities or other assets of the
Corporation shall be the value used in determining the redemption price.
H. The obligation of the Corporation to redeem its shares hereunder is
conditional upon the ability of the Corporation to comply with the provisions of
the Act relating to distributions to shareholders by means of share redemptions.
The right to redeem shall terminate upon adoption of a plan of liquidation or
dissolution of the Corporation by the Board of Directors.
I. The Corporation, either directly or through an agent, may repurchase its
shares, out of funds legally available therefor, upon the terms and conditions
and for the consideration as the Board of Directors deems advisable, by
agreement with the owner at a price not exceeding the net asset value per share
as determined by the Board of Directors at the time or times as the Board of
Directors designates, and the Corporation may take all other steps deemed
necessary or advisable in connection therewith.
J. The Corporation, pursuant to resolution of the Board of Directors, may
cause the Corporation, upon the terms set forth in the resolution and in this
Article, to redeem at net asset value the shares of any holder whose shares have
a current net asset value of less than a minimum amount that the Board of
Directors may determine from time to time. No such redemption shall be effected
unless the Corporation has given the holder at least 30 days' notice of its
intention to redeem such shares and an opportunity to purchase a sufficient
number of additional shares to bring the aggregate current net asset value of
the holder's shares to such minimum amount. Upon redemption of shares pursuant
to this section, the Corporation shall promptly cause payment of the full
redemption price to be made to the holder of the shares so redeemed, less any
redemption charge that may be imposed by the Corporation in connection with such
redemption and described in the Corporation's Registration Statement.
Notwithstanding any other provision of this Article, if certificates
representing such shares have been issued, the redemption price need not be paid
by the Corporation until the certificates are presented in proper form for
transfer to the Corporation or the agent of the Corporation appointed for that
purpose; however, the redemption shall be effective, in accordance with the
resolution of the Board of Directors, regardless of whether or not such
presentation has been made.
K. The Board of Directors may delegate any of its powers and duties under
this Article with respect to appraisal of assets and liabilities and
determination of net asset value or with respect to suspension of the
determination of net asset value to an officer of the Corporation, the custodian
or depository of the Corporation's assets, or to the investment adviser of the
Corporation.
L. The obligations set forth in this Article may be suspended or postponed
as permitted pursuant to the 1940 Act.
M. Except as provided in the next sentence of this Article IV.M, shares of
any class hereafter issued which are redeemed, exchanged, or otherwise acquired
by the Corporation shall return to the status of authorized and unissued shares
of that class. Upon the redemption, exchange, or other acquisition by the
Corporation of all outstanding shares of any class hereafter issued, all shares
of that class shall return to the status of authorized and unissued shares
without designation as to class, and all provisions of these Articles relating
to that class shall cease to be of further effect and shall cease to be a part
of these Articles.
ARTICLE V
DETERMINATION OF NET ASSET VALUE
Any determination made in good faith and, so far as accounting matters are
involved, in accordance with generally accepted accounting principles, by or
pursuant to the direction of the Board of Directors, as to: the amount and
allocation of the assets, liabilities, income, expense, gain, or loss of the
Corporation; the amount of any reserves or charges set up and the propriety
thereof; the time of or purpose for creating such reserves or charges; the use,
alteration, or cancellation of any reserves or charges (whether or not any debt,
obligation, or liability for which such reserves or charges shall have been
created, shall have been paid or discharged, or shall be then or thereafter
required to be paid or discharged); the price or closing bid or asked price of
any investment owned or held by the Corporation; the amortized or market value
of any investment or fair value of any other asset of the Corporation; the fair
market value of assets accepted as consideration for shares; the number of
shares of the Corporation outstanding; the estimated expense to the Corporation
in connection with purchases of its shares; the ability to liquidate investments
in an orderly fashion; the extent to which it is practicable to deliver a
cross-section of the securities held in any portfolio of the Corporation in
payment for any shares pertaining to that portfolio; or any other matters
relating to the issue, sale, purchase, or other acquisition or disposition of
investments or shares of the Corporation shall be final and conclusive and shall
be binding upon the Corporation and all holders of its shares, past, present,
and future; and shares of the Corporation are issued and sold on the condition
and understanding that any and all such determinations shall be binding as set
forth above.
ARTICLE VI
DIRECTOR LIABILITY
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a director,
provided that this Article shall not eliminate the liability of a director for
any act or omission for which such elimination of liability is not permitted
under the Act or the 1940 Act. No amendment to the Act that further limits the
acts or omissions for which elimination of liability is permitted shall affect
the liability of a director for any act or omission which occurs prior to the
effective date of the amendment.
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify to the fullest extent not prohibited by
law, including the Act and the 1940 Act, any person who is made, or threatened
to be made, a party to an action, suit or proceeding, whether civil, criminal,
administrative, investigative, or other (including an action, suit, or
proceeding by or in the right of the Corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation
or a fiduciary within the meaning of the Employee Retirement Income Security Act
of 1974 with respect to any employee benefit plan of the Corporation, or serves
or served at the request of the Corporation as a director, officer, employee or
agent, or as a fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust, or other enterprise. The Corporation shall
pay for or reimburse the reasonable expenses incurred by any such person in any
such proceeding in advance of the final disposition of the proceeding if the
person sets forth in writing (i) the person's good faith belief that the person
is entitled to indemnification under this Article and (ii) the person's
agreement to repay all advances if it is ultimately determined that the person
is not entitled to indemnification under this Article. No amendment to this
Article that limits the Corporation's obligation to indemnify any person shall
have any effect on such obligation for any act or omission that occurs prior to
the later of the effective date of the amendment or the date notice of the
amendment is given to the person. This Article shall not be deemed exclusive of
any other provisions for indemnification or advancement of expenses of
directors, officers, employees, agents, and fiduciaries that may be included in
any statute, bylaw, agreement, general or specific action of the Board of
Directors, vote of shareholders, or other document or arrangement.
ARTICLE VIII
ANNUAL MEETING OF SHAREHOLDERS
The Corporation shall not be required to hold an annual meeting of
shareholders.
Appendix B
JENSEN PORTFOLIO, INC.
Amended and Restated
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
(12b-1 Plan)
The following Distribution and Shareholder Servicing Plan (the "Plan") has
been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "Act"), by Jensen Portfolio, Inc. (the "Fund"), an Oregon
corporation, on behalf of the classes described on Schedule A (the "Classes").
The Plan has been approved by a majority of the Fund's Board of Directors,
including a majority of the Directors who are not interested persons of the Fund
and who have no direct or indirect financial interest in the operation of the
Plan or in any Rule 12b-1 Agreement (as defined below) (the "Disinterested
Directors"), cast in person at a meeting called for the purpose of voting on
such Plan.
In approving the Plan, the Board of Directors determined that adoption of
the Plan would be prudent and in the best interests of the Fund and its
shareholders. Such approval by the Board of Directors 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 Plan will
benefit the Fund and its shareholders.
The provisions of the Plan are as follows:
1. PAYMENTS BY THE FUND
The Fund will pay Quasar Distributors, LLC (the "Distributor"), as a
principal underwriter of the Fund's shares, a distribution and shareholder
servicing fee of the percentage of the average daily net assets of each Class of
the Fund as provided on Schedule A in connection with the promotion and
distribution of Fund shares 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 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 the Distributor and/or any Recipient is due more monies for its services
rendered than are immediately payable because of the expense limitation under
this Section of the Plan, the unpaid amount shall be carried forward from period
to period while the Plan is in effect until such time as it is paid. The
Distributor and/or any Recipient shall not, however, be entitled to charge the
Fund any interest, carrying or finance fees in connection with such carried
forward amounts.
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 Fund's Board of
Directors, and of the Disinterested Directors, 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 Fund's Board of Directors as specified above.
(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 such Fund, or by
vote of a majority of the Disinterested Directors, 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
Directors, and of the Disinterested Directors, 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 Directors, and the Directors
shall review at least quarterly, a written report of all amounts expended
pursuant to the 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 Directors may reasonably request.
4. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall become effective immediately upon approval by the vote of a
majority of the Board of Directors, and of the Disinterested Directors, cast in
person at a meeting called for the purpose of voting on the approval of the
Plan. The 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 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 Directors, and of the Disinterested Directors, cast in
person at a meeting called for the purpose of voting on such continuance. The
Plan, or any Rule 12b-1 Agreement, 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 such Fund, or by vote of a majority of the
Disinterested Directors.
5. SELECTION OF DISINTERESTED DIRECTORS
During the period in which the Plan is effective, the selection and
nomination of those Directors who are Disinterested Directors of the Fund shall
be committed to the discretion of the Disinterested Directors.
6. AMENDMENTS
All material amendments of the Plan shall be in writing and shall be
approved by a vote of a majority of the Board of Directors, and of the
Disinterested Directors, cast in person at a meeting called for the purpose of
voting on such amendment. In addition, the 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 affected thereby.
7. RECORDKEEPING
The Fund shall preserve copies of the 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 Plan, any such Rule 12b-1 Agreement or such reports, as
the case may be, the first two years in an easily accessible place.
Schedule A
to the
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
(12b-1 Plan)
The following classes of the Fund shall be charged the following fees under
this combined Distribution and Shareholder Servicing Plan:
Class Fee
----- -----
(as a % of average daily net assets)
Class J 0.25%
Class R 0.50%
Appendix A
to the Distribution and Shareholder Servicing Plan
Rule 12b-1 Related Agreement
[Date]
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, WI 53202
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and agreement with respect to
payments to be made to you pursuant to a Distribution and Shareholder Servicing
Plan (the "Plan") adopted by Jensen Portfolio, Inc. (the "Fund"), on behalf of
the Classes of shares listed on Schedule A (the "Classes"), pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act"). The Plan
and this related agreement (the "Rule 12b-1 Agreement") have been approved by a
majority of the Board of Directors of the Fund, including a majority of the
Board of Directors who are not "interested persons" of the Fund, as defined in
the Act, and who have no direct or indirect financial interest in the operation
of the Plan or in this or any other Rule 12b-1 Agreement (the "Disinterested
Directors"), cast in person at a meeting called for the purpose of voting
thereon. Such approval included a determination by the Board of Directors that,
in the exercise of its reasonable business judgment and in light of its
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
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 Fund 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 Agreement
will be conducted in accordance with the Plan, as well as all applicable
state and federal laws, including the Act, the Securities Exchange Act of
1934, the Securities Act of 1933 and any applicable rules of the National
Association of Securities Dealers, Inc.
2. You shall furnish us with such information as shall reasonably be requested
either by the Directors 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 Directors, for its review, on a quarterly
basis, a written report of the amounts expended under the 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 Directors, 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
Plan or the Distribution Agreement between the Fund 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.
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 Plan and this Rule 12b-1 Agreement are approved at least annually by
a vote of the Board of Directors of the Fund and of the Disinterested
Directors, 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:
(Dealer or Service Provider Name)
(Street Address)
(City)(State)(ZIP)
(Telephone No.)
(Facsimile No.)
By:
--------------------------------------
(Name and Title)
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 ___% [which shall not exceed ___%] of the average daily net assets 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 Fund 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 Plan.
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[FRONT OF CARD] THREE EASY WAYS TO VOTE YOUR PROXY
- -------------------------- ------------------------- ---------------------------
To vote by Telephone To vote by Internet To vote by Mail
1) Read the Proxy 1) Read the Proxy 1) Read the Proxy
Statement and have Statement and have Statement.
this Proxy card at this Proxy card at 2) Check the
hand. hand. appropriate boxes on
2) Call 2) Go to: the reverse side.
1-800-690-6903. www.proxyweb.com 3) Sign and date the
----------------
3) Enter the 3) Enter the Proxy card.
14-digit number at 14-digit number at 4) Return the Proxy
left and follow the left and follow the card in the envelope
simple instructions. simple instructions. provided.
- -------------------------- ------------------------- ---------------------------
IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR CARD.
**** CONTROL NUMBER: 999 999 999 999 99****
THE JENSEN PORTFOLIO, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE JENSEN PORTFOLIO, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS -- JULY 14, 2003
The undersigned hereby appoints as proxies Gary W. Hibler and Robert F. Zagunis,
and each of them (with power of substitution), to vote all shares of the
undersigned in the Fund at the Special Meeting of Shareholders to be held at
5:00 p.m. Pacific Time, on July 14, 2003, at the Multnomah Athletic Club, 1849
SW Salmon Street, Portland, Oregon 97207-0390, and any adjournment(s) thereof
("Meeting"), with all the power the undersigned would have if personally
present.
Date ______________________________, 2003
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| |
|________________________________________|
Signature (owner, joint owners, trustee, custodian, etc.)
(Sign in the Box)
Please sign exactly as name appears at left. If shares are
held in the name of joint owners, each should sign.
Attorneys-in-fact, executors, administrators, etc., should
give full title. If shareholder is a corporation or
partnership, please sign in full corporate or partnership
name by authorized person.
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[BACK OF CARD]
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals, and to grant discretionary power to vote upon such other
business as may properly come before the Meeting.
Please fill in box(es) as shown using black or blue ink or
number 2 pencil. |X| PLEASE DO NOT USE FINE POINT PENS.
1. To approve the Amended and Restated Articles of FOR AGAINST ABSTAIN
Incorporation for the Fund to provide for [ ] [ ] [ ]
classification of shares.
2. To approve the Amended and Restated Distribution FOR AGAINST ABSTAIN
and Shareholder Servicing Plan for the Fund [ ] [ ] [ ]
shares pursuant to Rule 12b-1 under the
Investment Company Act of 1940.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING
BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
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